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UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





Form 10-K


|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|þ |  | 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 Avenue
    Waltham, MA(Address of principal executive offices) |  | 02451(Zip Code)                  

Registrants telephone number, including area
code: (781) 547-5900


Securities registered pursuant to Section 12(b) of the
Act: None


Securities registered pursuant to Section 12(g) of the
Act:


Common Stock, par value $.01 per share


(Title of Class)





þ o


o


þ o






DOCUMENTS INCORPORATED BY REFERENCE












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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS


UNDER THE SECURITIES LITIGATION REFORM ACT OF 1995






---










TABLE OF CONTENTS


|                                                            |  |                                                                                                        |    |      |    | 
|----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------ | -- | ---- | -- | 
|                                                            |  |                                                                                                        |    | Page |   
|                                                            |  |                                                                                                        |    |      |   
|PART I                                                      |  |                                                                                                        | 2  |     
|1.                                                          |  | BUSINESS                                                                                               |    |      | 2  | 
|                                                            |  | INTRODUCTION                                                                                           |    |      | 2  | 
|                                                            |  | TECHNOLOGY OVERVIEW                                                                                    |    |      | 4  | 
|                                                            |  | CLINICAL TRIAL PROGRAM                                                                                 |    |      | 5  | 
|                                                            |  | GOVERNMENTAL REGULATION AND PRODUCT
    APPROVAL                                                       |    |      | 7  | 
|                                                            |  | RESEARCH AND DEVELOPMENT AND
    COLLABORATIVE ARRANGEMENTS                                            |    |      | 10 | 
|                                                            |  | PATENTS AND TRADE SECRETS                                                                              |    |      | 11 | 
|                                                            |  | COMPETITION                                                                                            |    |      | 14 | 
|                                                            |  | EMPLOYEES                                                                                              |    |      | 15 | 
|                                                            |  | RISK FACTORS                                                                                           |    |      | 17 | 
|                                                            |  | GLOSSARY OF SCIENTIFIC TERMS                                                                           |    |      | 22 | 
|2.                                                          |  | PROPERTIES                                                                                             |    |      | 23 | 
|3.                                                          |  | LEGAL PROCEEDINGS                                                                                      |    |      | 23 | 
|4.                                                          |  | SUBMISSION OF MATTERS TO A VOTE OF
    SECURITY HOLDERS                                                |    |      | 23 | 
|PART II                                                     |  |                                                                                                        | 23 |     
|5.                                                          |  | MARKET FOR REGISTRANTS COMMON
    EQUITY AND RELATED STOCKHOLDER MATTERS                              |    |      | 23 | 
|6.                                                          |  | SELECTED FINANCIAL DATA                                                                                |    |      | 24 | 
|                                                            |  | SUMMARY FINANCIAL INFORMATION                                                                          |    |      | 24 | 
|7.                                                          |  | MANAGEMENTS DISCUSSION AND
    ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS          |    |      | 25 | 
|                                                            |  | OVERVIEW                                                                                               |    |      | 25 | 
|                                                            |  | RESULTS OF OPERATIONS                                                                                  |    |      | 28 | 
|                                                            |  | LIQUIDITY AND CAPITAL RESOURCES                                                                        |    |      | 30 | 
|7A.                                                         |  | QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK                                         |    |      | 31 | 
|8.                                                          |  | FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA                                                        |    |      | 32 | 
|9.                                                          |  | CHANGES IN AND DISAGREEMENTS WITH
    ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE               |    |      | 32 | 
|9A.                                                         |  | CONTROLS AND PROCEDURES                                                                                |    |      | 32 | 
|9B.                                                         |  | OTHER INFORMATION                                                                                      |    |      | 34 | 
|PART III                                                    |  |                                                                                                        | 34 |     
|10.                                                         |  | DIRECTORS AND EXECUTIVE OFFICERS OF
    THE REGISTRANT                                                 |    |      | 34 | 
|11.                                                         |  | EXECUTIVE COMPENSATION                                                                                 |    |      | 34 | 
|12.                                                         |  | SECURITY OWNERSHIP OF CERTAIN
    BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
    MATTERS |    |      | 34 | 
|13.                                                         |  | CERTAIN RELATIONSHIPS AND RELATED
    TRANSACTIONS                                                     |    |      | 34 | 
|14.                                                         |  | PRINCIPAL ACCOUNTING FEES AND
    SERVICES                                                             |    |      | 34 | 
|PART IV                                                     |  |                                                                                                        | 34 |     
|15.                                                         |  | EXHIBITS, FINANCIAL STATEMENT
    SCHEDULES                                                            |    |      | 34 | 
|EX-10.41 DESCRIPTION OF DIRECTOR COMPENSATION              
|EX-10.42 NAMED EXECUTIVE OFFICERS COMPENSATION ARRANGEMENTS
|EX-23 CONSENT OF ERNST & YOUNG LLP                         
|EX-31.1 SECTION 302 CERTIFICATION OF CEO                   
|EX-31.2 SECTION 302 CERTIFICATION OF CFO                   
|EX-32 SECTION 906 CERTIFICATION                            



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PART I







|   |         
|-- | --------
|1. | BUSINESS




INTRODUCTION




Development Programs and Product Candidates


(combretum caffrum) in vitro in vivo




| |                                    
| | -----------------------------------
| | Vascular Targeting Agents, or VTAs.

In vitro






2



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| |   |                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A Phase I/ II clinical trial in patients with advanced
    solid tumor cancers in combination with either of the
    chemotherapeutic agents carboplatin or paclitaxel;                                 
|
| |  | A Phase II clinical trial in patients with imageable solid
    tumors, such as those with breast, lung or ovarian cancers, in
    triple combination with both carboplatin and paclitaxel
    therapies;
|
| |  | A Phase I/ II clinical trial in patients with advanced
    non-small cell lung, head & neck or prostate cancers in
    combination with radiotherapy;                                                   
|
| |  | A Phase I clinical trial in patients with advanced and
    recurring cervical cancer in combination with cisplatin;                                                                                     
|
| |  | A Phase I/ II clinical trial in patients with advanced
    colorectal cancer in combination with the anti-CEA monoclonal
    antibody A5B7;                                                             
|
| |  | A Phase II clinical trial in patients with anaplastic
    thyroid cancer as a monotherapy; and                                                                                                          
|
| |  | A Phase I/ II clinical trial in patients with newly
    diagnosed anaplastic thyroid cancer in combination with
    doxorubicin, cisplatin and radiotherapy.                                            









| |                                 
| | --------------------------------
| | Ortho-Quinone Prodrugs, or OQPs.



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General. OXiGENE.com





TECHNOLOGY OVERVIEW






Combretastatin: An Anti-Tumor Vascular Targeting Agent. (Combretum
caffrum)




4



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CLINICAL TRIAL PROGRAM


Combretastatin A-4 Prodrug.




| |     |                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | CA4P was manageable and well tolerated.                                                                                                                                                                            
|
| | (2) | A similar maximum tolerated dose was determined in each clinical
    trial.                                                                                                                                        
|
| | (2) | The side-effect profile did not display the typical toxicities
    associated with chemotherapeutic agents.                                                                                                        
|
| | (3) | CA4P demonstrated reductions in tumor blood flow below, up to,
    and beyond the maximum tolerated dose.                                                                                                          
|
| | (4) | There is data to support biological and vascular activity in
    humans with a meaningful therapeutic index.                                                                                                       
|
| | (5) | Promising signs of clinical effects were observed with one
    complete response, one partial response, two cases of measurable
    tumor size reduction and three cases of long-term stabilization
    of disease.

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6



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OXi4503.







GOVERNMENTAL REGULATION AND PRODUCT APPROVAL




7



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Phase I.


Phase Ib.


8



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Phase II.


Phase III.










9



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RESEARCH AND DEVELOPMENT AND COLLABORATIVE ARRANGEMENTS






| |   |                                                    
| | - | ---------------------------------------------------
| |  | University of Lund in Lund, Sweden;                
|
| |  | Gray Cancer Institute in Middlesex, United Kingdom;
|
| |  | Baylor University in Waco, Texas; and              
|
| |  | Arizona State University in Tempe, Arizona.        



in vitro in vivo






10



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PATENTS AND TRADE SECRETS




Patent Protection.






11



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Granted Patents and Pending Applications.






OXiGENEs United States Patent Portfolio


|                                         |  |                 |    |  |                 |  |   |       |  |  |          |  |  |  |    | 
|---------------------------------------- |  | --------------- | -- |  | --------------- |  | - | ----- |  |  | -------- |  |  |  | -- | 
|                                         |  | Patents Pending |    |  | Patents Granted | 
|                                         |  |                 |    |  |                 | 
|Product Line                             |  | Owned           |    |  | Licensed        |  |   | Owned |  |  | Licensed | 
|                                         |  |                 |    |  |                 |  |   |       |  |  |          | 
|Combretastatins                          |  |                 | 10 |  |                 |  | 6 |       |  |  | 3        |  |  |  | 6  | 
|Baylor VTA Compounds                     |  |                 | 6  |  |                 |  | 1 |       |  |  | 0        |  |  |  | 4  | 
|Benzamides, Nicotinamides, & Cordycepins |  |                 | 0  |  |                 |  | 1 |       |  |  | 7        |  |  |  | 0  | 
|Diagnostic                               |  |                 | 0  |  |                 |  | 0 |       |  |  | 1        |  |  |  | 0  | 
|                                         |  |                 |    |  |                 |  |   |       |  |  |          | 
|Total                                    |  |                 | 16 |  |                 |  | 8 |       |  |  | 11       |  |  |  | 10 | 



|                           |  |                 |           |  |                    |  |                   |                  |  |                          |            |                                                                                                                                                                                                                                                                                                |  |  |  | 
|-------------------------- |  | --------------- | --------- |  | ------------------ |  | ----------------- | ---------------- |  | ------------------------ | ---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Title of Patent            |  | U.S. Patent No. |           |  | Date of expiration |  |                   | Holder of patent |  |                          | Importance |                                                                                                                                                                                                                                                                                               
|                           |  |                 |           |  |                    |  |                   |                  |  |                          |            |                                                                                                                                                                                                                                                                                               
|Combretastatin A-4         |  |                 | 4,996,237 |  |                    |  | February 26, 2008 |                  |  | Arizona StateUniversity  |            | Provides composition-of- matter protection for the active, tubulin-binding parent compound of the prodrug CA4P, as well as protection for methods-of-use for treatment of cancer. CA4 is generated in the body following administration of CA4P, which is the Companys most advanced product.
|Combretastatin A-4 Prodrug |  |                 | 5,561,122 |  |                    |  | December 22, 2014 |                  |  | Arizona State University |            | Provides composition-of- matter protection for the Companys lead VTA compound, CA4P. Claims were also granted for methods of using CA4P for the treatment of cancer.                                                                                                                         

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|                                                                                                                                                     |  |                 |           |  |                    |  |                    |                  |  |                              |               |                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                      |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | --------- |  | ------------------ |  | ------------------ | ---------------- |  | ---------------------------- | ------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | 
|Title of Patent                                                                                                                                      |  | U.S. Patent No. |           |  | Date of expiration |  |                    | Holder of patent |  |                              | Importance    |                                                                                                                                                                                                                                     
|                                                                                                                                                     |  |                 |           |  |                    |  |                    |                  |  |                              |               |                                                                                                                                                                                                                                     
|Isolation, Structural Elucidation, and Synthesis of novel
    Antineoplastic
    Agents termed Combretastatins                                     |  |                 | 5,569,786 |  |                    |  | October 29, 2013   |                  |  | Arizona State University     |               | Provides composition-of- matter protection for several Combretastatins, including CA1, which is the active, tubulin-binding compound of OXi4503, the Companys most advanced second generation compound.                            
|Isolation, Structural Elucidation, and Synthesis of novel
    Antineoplastic
    Agents termed
    Combretastatins                                 |  |                 | 5,409,953 |  |                    |  | April 25, 2012     |                  |  | Arizona State University     |               | Provides methods of using Combretastins, including CA1, for the treatment of cancerous cells. CA1 is the active, tubulin-binding parent compound of OXi4503, the Companys most advanced second generation compound.                
|Compositions and Methods for Use in Targeting Vascular
    Destruction                                                                               |  |                 | 6,538,038 |  |                    |  | February 16, 2020  |                  |  |                              | OXiGENE, Inc. |                                                                                                                                                                                                                                      |  | Provides methods of using phosphate prodrugs of tubulin-binding compounds, including CA4P and OXi4503, to selectively target the proliferating vasculature of cancers, proliferative retinopathies, and other diseases characterized by the presence of unwanted neovascularization.
|Combretastatin A-4 Phosphate Prodrug Mono- and Di-Organic Amine
    Salts, Mono- and Di-Amino Acid Salts, and Mono- and D-Amino Acid
    Ester Salts |  |                 | 6,670,344 |  |                    |  | September 11, 2021 |                  |  | Bristol-Myers Squibb Company |               | Provides novel Tromethamine (TRIS) and Histidine salt forms of CA4P along with methods for their use and manufacture. The preferred TRIS salt composition provides enhanced formulation properties over the Disodium salt of CA4P.
|Efficient Method of Synthesizing Combretastatin A-4 Prodrugs                                                                                         |  |                 | 6,743,937 |  |                    |  | July 17, 2021      |                  |  |                              | OXiGENE, Inc. |                                                                                                                                                                                                                                      |  | Provides methods of synthesizing combretastatin A4 phosphate esters, prodrugs and trans-isomers thereof                                                                                                                                                                             

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|                                                                             |  |                 |           |  |                    |  |                   |                  |  |                                                |            |                                                                                                                                                                                                                  |  |  |  | 
|---------------------------------------------------------------------------- |  | --------------- | --------- |  | ------------------ |  | ----------------- | ---------------- |  | ---------------------------------------------- | ---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Title of Patent                                                              |  | U.S. Patent No. |           |  | Date of expiration |  |                   | Holder of patent |  |                                                | Importance |                                                                                                                                                                                                                 
|                                                                             |  |                 |           |  |                    |  |                   |                  |  |                                                |            |                                                                                                                                                                                                                 
|Use of combretastatin A4 and its prodrugs as an immune enhancing
    therapy |  |                 | 6,773,702 |  |                    |  | December 26, 2021 |                  |  | OXiGENE, Inc. and Bristol-Myers Squibb Company |            | Provides treatment methods for counteracting tumor- induced immunosuppression (e.g., during conventional immunotherapy ) that avoid vascular destruction by administering combretastatin A4 or prodrugs thereof.

Combretastatins.




Baylor VTA Compounds.





COMPETITION






14



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EMPLOYEES




SCIENTIFIC ADVISORY BOARD AND CLINICAL TRIAL ADVISORY
BOARD








ADRIAN L. HARRIS, M.D.


ROBERT S. KERBEL, Ph.D.


15



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DIETMAR W. SIEMANN, Ph.D. (Chairman)




EUGENE de JUAN, Jr., M.D.


HAKAN MELLSTEDT, M.D., Ph.D. (Chairman)


LEE S. ROSEN, M.D.


MARGARET A. TEMPERO, M.D.


JAN B. VERMORKEN, M.D., Ph.D.


16



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RISK FACTORS






We have a history of losses and we anticipate that we will
continue to incur losses in the future.




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




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We depend, and likely will continue to depend, on third
parties for clinical development and manufacturing and marketing
of our products.






| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | collaborators have significant discretion in determining the
    efforts and resources that they will apply to these
    collaborations;                                                                                                                                                                                                                                                                  
|
| |  | collaborators may not pursue further development and
    commercialization of our product candidates or may elect not to
    continue or renew research and development programs based on
    preclinical or clinical trial results, changes in their
    strategic focus or available funding, or external factors such
    as an acquisition that diverts resources or creates competing
    priorities;
|
| |  | collaborators may delay clinical trials, provide insufficient
    funding for a clinical trial program, stop a clinical trial or
    abandon a product candidate, repeat or conduct new clinical
    trials or require a new formulation of a product candidate for
    clinical testing;                                                                                                                 
|
| |  | collaborators could independently develop, or develop with third
    parties, products that compete directly or indirectly with our
    product candidates or future products if the collaborators
    believe that competitive products are more likely to be
    successfully developed or can be commercialized under terms that
    are more economically attractive;                                 
|
| |  | a collaborator with marketing and distribution rights to one or
    more products may not commit enough resources to their marketing
    and distribution;                                                                                                                                                                                                                                                
|
| |  | collaborators may not properly maintain or defend our
    intellectual property rights or may use our proprietary
    information in such a way as to invite litigation that could
    jeopardize or invalidate our proprietary information or expose
    us to potential litigation;                                                                                                                     
|
| |  | disputes may arise between us and the collaborators that result
    in the delay or termination of the research, development or
    commercialization of our product candidates or that result in
    costly litigation or arbitration that diverts management
    attention and resources; and                                                                                                           
|
| |  | collaborations may be terminated and, if terminated, may result
    in a need for additional capital to pursue further development
    of the applicable product candidates.                                                                                                                                                                                                                              

If third parties on which we rely for clinical trials do
not perform as contractually required or as we expect, we may
not be able to obtain regulatory approval for or commercialize
our product candidates.




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








19



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Our products are subject to extensive government
regulation, which results in uncertainties and delays in the
progress of our products through the clinical trial
process.




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




We depend extensively on our patents and proprietary
technology, and we must protect those assets in order to
preserve our business.




20



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We depend heavily on our executive officers, directors,
and principal consultants, and the loss of their services would
materially harm our business.




Our products may result in product liability exposure, and
it is uncertain whether our insurance coverage will be
sufficient to cover any claims.




21



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The price of our common stock is volatile, and is likely
to continue to fluctuate due to reasons beyond our
control.







GLOSSARY OF SCIENTIFIC TERMS


|                   |  |                                                                                                                                                                                                                                                                   
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Angiogenesis       |  | The creation of new blood vessels.                                                                                                                                                                                                                                
|Chemotherapy       |  | Treatment with drugs whose aim is the mitigation or cure of
    diseases, such as cancer.                                                                                                                                                                         
|DNA                |  | Chemical building blocks of genetic material.                                                                                                                                                                                                                     
|Double-blind study |  | A study in which neither the investigators assessing the outcome
    of the trial nor the patients know whether the patient is
    receiving the drug being investigated or merely a placebo. The
    outcome can only be determined when the results are decoded.
|IND                |  | An Investigational New Drug application filed with
    the United States Food and Drug Administration that permits the
    administration of compounds to humans in clinical trials.                                                                            
|Malignant cell     |  | Cancer cell.                                                                                                                                                                                                                                                      
|Metabolic function |  | Living process of growth and reproduction.                                                                                                                                                                                                                        
|NDA                |  | A New Drug Application filed with the United States
    Food and Drug Administration, which, if approved, allows a drug
    to be marketed in the United States.                                                                                                
|Necrosis           |  | Cell death by decomposition.                                                                                                                                                                                                                                      
|Placebo            |  | A non-active substance given to a group of patients in a
    clinical trial to duplicate the treatment method, but without
    the administration of the active drug under investigation.                                                                         
|Radiation          |  | Physical energy that splits molecules and induces DNA damage.                                                                                                                                                                                                     
|Tubulin            |  | A protein that forms the basic building blocks of microtubules.
    Microtubules perform many functions inside the cell, including
    helping to maintain endothelial cell shape.                                                                                

22



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|   |           
|-- | ----------
|2. | PROPERTIES








|   |                  
|-- | -----------------
|3. | LEGAL PROCEEDINGS








|   |                                                    
|-- | ---------------------------------------------------
|4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS






PART II







|   |                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------
|5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES



|               |  |                  |       |  |                  |   |      |      |  |   |       |  |  |   |      | 
|-------------- |  | ---------------- | ----- |  | ---------------- | - | ---- | ---- |  | - | ----- |  |  | - | ---- | 
|               |  | Fiscal Year 2004 |       |  | Fiscal Year 2003 |  
|               |  |                  |       |  |                  |  
|               |  | High             |       |  | Low              |   |      | High |  |   | Low   | 
|               |  |                  |       |  |                  |   |      |      |  |   |       | 
|First Quarter  |  | $                | 11.34 |  |                  | $ | 8.05 |      |  | $ | 3.20  |  |  | $ | 1.02 | 
|Second Quarter |  |                  | 9.49  |  |                  |   | 6.02 |      |  |   | 19.40 |  |  |   | 1.46 | 
|Third Quarter  |  |                  | 7.25  |  |                  |   | 4.20 |      |  |   | 15.15 |  |  |   | 6.53 | 
|Fourth Quarter |  | $                | 6.50  |  |                  | $ | 5.21 |      |  | $ | 12.46 |  |  | $ | 7.25 | 







23



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|   |                        
|-- | -----------------------
|6. | SELECTED FINANCIAL DATA

SUMMARY FINANCIAL INFORMATION




|                                                     |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |        |       |  |   |         |       | 
|---------------------------------------------------- | ---------------------------------- | ------------------------------------------------ | ------- | ----- | ---- | - | ------ | ----- |  | - | ------- | ----- |  | ---- | ------ | ----- |  | - | ------- | ----- | 
|                                                     |                                    | Years Ended December 31,                         |        
|                                                     |                                    |                                                  |        
|                                                     |                                    | 2000                                             |         |       | 2001 |   |        | 2002  |  |   | 2003    |       |  | 2004 |       
|                                                     |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |       
|                                                     |                                    | (Amounts in thousands, except per share amounts) |        
|STATEMENT OF OPERATIONS DATA:                        |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |        |       |  |   |         |      
|License revenue                                      |                                    | $                                                | 1,695   |       |      | $ | 8,953  |       |  | $ |        |       |  | $    | 30     |       |  | $ | 7       |      
|Operating costs and expenses:                        |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |        |       |  |   |         |      
|                                                     | Costs related to licensing revenue |                                                  |         | 1,162 |      |   |        | 1,508 |  |   |         |      |  |      |        |      |  |   |         |      | 
|                                                     | Research and development           |                                                  |         | 8,058 |      |   |        | 6,132 |  |   |         | 5,103 |  |      |        | 3,938 |  |   |         | 5,849 | 
|                                                     | General and administrative         |                                                  |         | 3,160 |      |   |        | 5,447 |  |   |         | 7,438 |  |      |        | 5,282 |  |   |         | 4,540 | 
|                                                     | Amortization of license agreement  |                                                  |         | 222   |      |   |        | 298   |  |   |         | 98    |  |      |        | 98    |  |   |         | 98    | 
|                                                     |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |       
|Total operating costs and expenses                   |                                    |                                                  | 12,602  |       |      |   | 13,385 |       |  |   | 12,639  |       |  |      | 9,318  |       |  |   | 10,487  |      
|                                                     |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |       
|Operating loss                                       |                                    |                                                  | (10,907 | )     |      |   | (4,432 | )     |  |   | (12,639 | )     |  |      | (9,288 | )     |  |   | (10,480 | )    
|Investment income                                    |                                    |                                                  | 1,922   |       |      |   | 907    |       |  |   | 335     |       |  |      | 321    |       |  |   | 470     |      
|Interest expense                                     |                                    |                                                  | (102    | )     |      |   | (61    | )     |  |   | (53     | )     |  |      | (36    | )     |  |   |        |      
|Other income (expense), net                          |                                    |                                                  |        |       |      |   | (553   | )     |  |   | 1,344   |       |  |      | 635    |       |  |   | (14     | )    
|                                                     |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |       
|Net loss                                             |                                    | $                                                | (9,087  | )     |      | $ | (4,139 | )     |  | $ | (11,013 | )     |  | $    | (8,368 | )     |  | $ | (10,024 | )    
|                                                     |                                    |                                                  |         |       |      |   |        |       |  |   |         |       |  |      |       
|Basic and diluted net loss per common share          |                                    | $                                                | (0.81   | )     |      | $ | (0.37  | )     |  | $ | (0.88   | )     |  | $    | (0.63  | )     |  | $ | (0.61   | )    
|Weighted average number of common shares outstanding |                                    |                                                  | 11,181  |       |      |   | 11,282 |       |  |   | 12,514  |       |  |      | 13,184 |       |  |   | 16,560  |      

|                              |  |                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|----------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                              |  | Years Ended December 31, |        
|                              |  |                          |        
|                              |  | 2000                     |         |   | 2001 |   |         | 2002 |  |   | 2003    |   |  | 2004 |        
|                              |  |                          |         |   |      |   |         |      |  |   |         |   |  |      |        
|                              |  | (Amounts in thousands)   |        
|BALANCE SHEET DATA:           |  |                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash and cash equivalents     |  | $                        | 27,063  |   |      | $ | 19,030  |      |  | $ | 3,752   |   |  | $    | 878     |   |  | $ | 15,988  |  
|Available-for-sale securities |  |                          | 549     |   |      |   |        |      |  |   | 8,078   |   |  |      | 17,694  |   |  |   | 14,514  |  
|Working capital               |  |                          | 26,307  |   |      |   | 16,309  |      |  |   | 8,446   |   |  |      | 15,250  |   |  |   | 27,985  |  
|Total assets                  |  |                          | 31,229  |   |      |   | 22,153  |      |  |   | 13,598  |   |  |      | 20,205  |   |  |   | 31,757  |  
|Total liabilities             |  |                          | 10,083  |   |      |   | 3,634   |      |  |   | 3,578   |   |  |      | 3,735   |   |  |   | 2,622   |  
|Accumulated deficit           |  |                          | (56,502 | ) |      |   | (60,641 | )    |  |   | (71,654 | ) |  |      | (80,022 | ) |  |   | (90,046 | )
|Total stockholders equity    |  | $                        | 21,146  |   |      | $ | 18,519  |      |  | $ | 10,020  |   |  | $    | 16,470  |   |  | $ | 29,135  |  

24



---



##### Table of Contents








|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS



OVERVIEW






Our Development Programs and Product Candidates


(combretum
caffrum) in vitro in vivo






25



---



##### Table of Contents







Financial Resources










Critical Accounting Policies and Significant Judgments and
Estimates




26



---



##### Table of Contents







| |                              
| | -----------------------------
| | Available-for-Sale Securities





| |                                 
| | --------------------------------
| | Accrued Research and Development





| |                                
| | -------------------------------
| | Impairment of Long-lived Assets





| |                         
| | ------------------------
| | Stock-Based Compensation

Accounting for Equity
Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction With Selling Goods or Services


27



---



##### Table of Contents






RESULTS OF OPERATIONS


Years ended December 31, 2004 and 2003




| |         
| | --------
| | Revenues







| |                   
| | ------------------
| | Costs and Expenses









| |                          
| | -------------------------
| | Other Income and Expenses





28



---



##### Table of Contents





| |            
| | -----------
| | Tax Matters



Years ended December 31, 2003 and 2002




| |         
| | --------
| | Revenues





| |                   
| | ------------------
| | Costs and Expenses









| |                          
| | -------------------------
| | Other Income and Expenses





29



---



##### Table of Contents










LIQUIDITY AND CAPITAL RESOURCES














30



---



##### Table of Contents









Contractual Obligations


|                                                  |  |       |       |                            |        |   |       |       |  |     |       |  |         |       |     |  |  |   |     | 
|------------------------------------------------- |  | ----- | ----- | -------------------------- | ------ | - | ----- | ----- |  | --- | ----- |  | ------- | ----- | --- |  |  | - | --- | 
|                                                  |  |       |       | Payments Due by Period     |       
|                                                  |  |       |       |                            |       
|                                                  |  |       |       | Less Than                  |        |   | 1-3   |       |  | 4-5 |       |  | After 5 |      
|                                                  |  | Total |       |                            | 1 Year |   |       | Years |  |     | Years |  |         | Years |    
|                                                  |  |       |       |                            |        |   |       |       |  |     |       |  |         |       |    
|                                                  |  |       |       | (All amounts in thousands) |       
|Pre-clinical and clinical development commitments |  |       | 2,778 |                            |        |   | 2,729 |       |  |     | 49    |  |         |       |    |  |  |   |    | 
|Operating leases                                  |  |       | 2,348 |                            |        |   | 437   |       |  |     | 856   |  |         |       | 758 |  |  |   | 297 | 
|                                                  |  |       |       |                            |        |   |       |       |  |     |       |  |         |       |    
|Total contractual cash obligations                |  | $     | 5,126 |                            |        | $ | 3,166 |       |  | $   | 905   |  |         | $     | 758 |  |  | $ | 297 | 



Related Party Transactions









|    |                                                               
|--- | --------------------------------------------------------------
|7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK



31



---



##### Table of Contents








|   |                                            
|-- | -------------------------------------------
|8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA








|   |                                                                                         
|-- | ----------------------------------------------------------------------------------------
|9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE








|    |                        
|--- | -----------------------
|9A. | CONTROLS AND PROCEDURES



| |                                                         
| | --------------------------------------------------------
| | Evaluation of our Disclosure Controls and
    Procedures





| |                                                         
| | --------------------------------------------------------
| | Changes in Internal Control over Financial
    Reporting





| |                                                                   
| | ------------------------------------------------------------------
| | Management Report on Internal Control over Financial
    Reporting







| |                         
| | ------------------------
| | Important considerations



32



---



##### Table of Contents



Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting



















| |                      
| | ---------------------
| | /s/ Ernst & Young LLP





33



---



##### Table of Contents








|    |                  
|--- | -----------------
|9B. | OTHER INFORMATION






PART III







|    |                                                   
|--- | --------------------------------------------------
|10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT








|    |                       
|--- | ----------------------
|11. | EXECUTIVE COMPENSATION








|    |                                                                   
|--- | ------------------------------------------------------------------
|12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT








|    |                                               
|--- | ----------------------------------------------
|13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS








|    |                                       
|--- | --------------------------------------
|14. | PRINCIPAL ACCOUNTING FEES AND SERVICES






PART IV







|    |                                        
|--- | ---------------------------------------
|15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES



Financial Statements




Financial Statement Schedules




34



---



##### Table of Contents



Exhibits




|        |    |     |  |             |  |                                                                                                                                                                                      
|------- | -- | --- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |    |     |  |            
|NUMBER  |    |     |  | DESCRIPTION
|        |    |     |  |            
|        | 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.**                                                                          
|        | 4  | .1  |  |             |  | Specimen Common Stock Certificate.*                                                                                                                                                  
|        | 4  | .2  |  |             |  | Form of Warrant, dated as of June 10, 2003, issued to
    Investors.&&&                                                                                                              
|        | 4  | .3  |  |             |  | Form of Warrant, dated as of June 10, 2003, issued to Roth
    Capital Partners, LLC.&&&                                                                                             
|        | 10 | .1  |  |             |  | Amended and Restated Stock Incentive Plan of Registrant dated as
    of May 15, 1993.*@                                                                                              
|        | 10 | .2  |  |             |  | Executive Employment Agreement, dated as of October 9,
    1993, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.+ @                                                         
|        | 10 | .3  |  |             |  | Consulting Agreement, dated as of October 9, 1995, between
    OXiGENE (Europe) AB and B. Omentum Consulting AB.+                                                                    
|        | 10 | .4  |  |             |  | OXiGENE 1996 Stock Incentive Plan, as amended.++@                                                                                                                                    
|        | 10 | .5  |  |             |  | Collaborative Research Agreement, dated as of August 1,
    1997, between the Registrant and Boston Medical Center
    Corporation.***                                               
|        | 10 | .6  |  |             |  | 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 | .7  |  |             |  | Office Lease, dated February 28, 2000, between Registrant
    and Charles River Business Center Associates, L.L.C.###                                                                
|        | 10 | .8  |  |             |  | Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.+++                                  
|        | 10 | .9  |  |             |  | Employment Agreement with Joel Citron dated as of
    January 2, 2002.++++#@                                                                                                         
|        | 10 | .10 |  |             |  | Termination Agreement by and between the Registrant and
    Bristol-Myers Squibb Company, dated as of February 15,
    2002.++++##                                                   
|        | 10 | .11 |  |             |  | Plan and Agreement of Liquidation by and among Peregrine
    Pharmaceuticals, Inc., the Registrant and Arcus Therapeutics
    LLC, dated as of February 28, 2002.##                  
|        | 10 | .12 |  |             |  | Employment Agreement, dated as of October 23, 2000, between
    Registrant and Frederick W. Driscoll.#@                                                                              
|        | 10 | .13 |  |             |  | Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd.#@                                
|        | 10 | .14 |  |             |  | Employment Agreement, dated as of April 1, 2001, between
    Registrant and Dr. David Chaplin.#@                                                                                     
|        | 10 | .15 |  |             |  | Addendum to Executive Employment Agreement, dated as of
    April 23, 2002, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.#@                                               
|        | 10 | .16 |  |             |  | Addendum to Consulting Agreement, dated as of April 23,
    2002, between Registrant and B. Omentum Consulting AB.#                                                                  
|        | 10 | .17 |  |             |  | Addendum to Executive Employment Agreement, dated as of
    July 1, 2001, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.#@                                                 
|        | 10 | .18 |  |             |  | Amendment to Executive Employment Contract, dated as of
    July 1, 1999, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.#@                                                 
|        | 10 | .19 |  |             |  | Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between Registrant and Dr. David
    Chaplin.#                                                            
|        | 10 | .20 |  |             |  | Compensation Award Stock Agreement for Non-Employee Directors,
    dated as of January 2, 2002, between Registrant and Bjorn
    Nordenvall.#                                        

35



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##### Table of Contents



|        |    |     |  |  |             |                                                                                                                                                                                                                       
|------- | -- | --- |  |  | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT |    |     |  |  |            
|NUMBER  |    |     |  |  | DESCRIPTION
|        |    |     |  |  |            
|        | 10 | .21 |  |  |             | Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between Registrant and Frederick W.
    Driscoll.#                                                                                         
|        | 10 | .22 |  |  |             | Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002.#                                                                                                              
|        | 10 | .23 |  |  |             | Promissory Note, dated as of January 2, 2002, between
    Registrant and Bjorn Nordenvall.#                                                                                                                           
|        | 10 | .24 |  |  |             | Promissory Notes, dated as of January 2, 2002, between
    Registrant and David Chaplin.#                                                                                                                             
|        | 10 | .25 |  |  |             | Promissory Note, dated as of January 2, 2002, between
    Registrant and Frederick W. Driscoll.#                                                                                                                      
|        | 10 | .26 |  |  |             | 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 | .27 |  |  |             | 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 | .28 |  |  |             | Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999.&                                                                                                                    
|        | 10 | .29 |  |  |             | Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002.&                                                                                               
|        | 10 | .30 |  |  |             | Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14,
    2003.&                                                                                                
|        | 10 | .31 |  |  |             | License Agreement by and between Active Biotech AB
    (Active) and the Company dated November 16,
    2001.&                                                                                                       
|        | 10 | .32 |  |  |             | License Agreement by and between Active and the Company dated
    April 23, 2002.&                                                                                                                                    
|        | 10 | .33 |  |  |             | Funded Research Agreement by and between the Company and The
    Foundation Fighting Blindness, effective as of October 30,
    2002.&&                                                                               
|        | 10 | .34 |  |  |             | Stock Pledge and Loan Agreement, dated as of September 1,
    1999, between Registrant and Per-Olof
    Söderberg.&&&&                                                                                                
|        | 10 | .35 |  |  |             | Stock Pledge and Loan Agreement, dated as of November 13,
    2000, between Registrant and Per-Olof
    Söderberg.&&&&                                                                                                
|        | 10 | .36 |  |  |             | Securities Purchase Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&                                                                                       
|        | 10 | .37 |  |  |             | Registration Rights Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&                                                                                       
|        | 10 | .38 |  |  |             | Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%                                                                                                                 
|        | 10 | .39 |  |  |             | Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%                                                                                                             
|        | 10 | .40 |  |  |             | Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%                                                                                                           
|        | 10 | .41 |  |  |             | Description of Director Compensation Arrangement.                                                                                                                                                                     
|        | 10 | .42 |  |  |             | Named Executive Officers Compensation Arrangements.                                                                                                                                                                   
|        | 14 |     |  |  |             | Corporate Code of Conduct and Ethics.####                                                                                                                                                                             
|        | 23 |     |  |  |             | Consent of Ernst & Young LLP.                                                                                                                                                                                         
|        | 31 | .1  |  |  |             | Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|        | 31 | .2  |  |  |             | Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|        | 32 |     |  |  |             | Certification of Chief Executive and Financial Officers Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                

36



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##### Table of Contents








|     |  |                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    |  | 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 fiscal year ended December 31, 1996.                                                              
|    
|***  |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 1997.                                                          
|    
|**** |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 1999.                                                          
|    
|#    |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended June 30,
    2002.                                                  
|    
|##   |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended
    March 31, 2002.                                                 
|    
|###  |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 2000.                                                          
|    
|#### |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 2002.                                                          
|    
|+    |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 1995.                                                          
|    
|++   |  | Incorporated by reference to the Registrants Registration
    Statement on Form S-8 (file no. 333-92747) and any
    amendments thereto.                                          
|    
|+++  |  | Incorporated by reference to the Registrants Current
    Report on Form 8-K, filed on December 28, 1999.                                                                          
|    
|&    |  | Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002.                                   
|    
|&&   |  | Incorporated by reference to Amendment No. 4 to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002.                                   
|    
|&&&  |  | Incorporated by reference to the Registrants Registration
    Statement on Form S-3 (file no. 333-106307) and any
    amendments thereto.                                         
|    
|&&&& |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31, 2003.                                                          
|    
|%    |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended
    March 31, 2004.                                                 
|    
|%%   |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended June 30,
    2004.                                                  
|    
|++++ |  | Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the Securities and Exchange Commission.
|    
|@    |  | Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this Form 10-K pursuant to
    Item 14(c) of this report.                        

37



---



##### Table of Contents



SIGNATURES






| |              
| | -------------
| | OXiGENE, Inc.



| |     |                          
| | --- | -------------------------
| | By: | /s/ Frederick W. Driscoll

| |                                      
| | -------------------------------------
| |                                      
| | Frederick W. Driscoll                
| | President and Chief Executive Officer





|                                                       |  |                                                                                   |  |                |  | 
|------------------------------------------------------ |  | --------------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                                              |  | Title                                                                             |  | Date          
|                                                       |  |                                                                                   |  |               
|                                                      
|/s/ Joel-Tomas CitronJoel-Tomas
    Citron             |  | Chairman of the Board and Director                                                |  | March 15, 2005
|                                                      
|/s/ Frederick W.
    DriscollFrederick
    W. Driscoll |  | President, Chief Executive Officer and Director (Principal
    executive officer) |  | March 15, 2005
|                                                      
|/s/ James B. MurphyJames
    B. Murphy                 |  | Chief Financial Officer
    (Principal financial officer)                         |  | March 15, 2005
|                                                      
|/s/ Arthur B. LafferArthur
    B. Laffer               |  | Director                                                                          |  | March 15, 2005
|                                                      
|/s/ William N. ShieblerWilliam
    N. Shiebler         |  | Director                                                                          |  | March 15, 2005
|                                                      
|/s/ Per-Olof
    SöderbergPer-Olof
    Söderberg       |  | Director                                                                          |  | March 15, 2005
|                                                      
|/s/ J. Richard ZecherJ.
    Richard Zecher             |  | Director                                                                          |  | March 15, 2005

38



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##### Table of Contents



EXHIBIT INDEX


|        |    |     |             |                                                                                                                                                                                      
|------- | -- | --- | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |            
|Number  |    |     | Description
|        |    |     |            
|        | 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.**                                                                          
|        | 4  | .1  |             | Specimen Common Stock Certificate*                                                                                                                                                   
|        | 4  | .2  |             | Form of Warrant, dated as of June 10, 2003, issued to
    Investors.&&&                                                                                                              
|        | 4  | .3  |             | Form of Warrant, dated as of June 10, 2003, issued to Roth
    Capital Partners, LLC.&&&                                                                                             
|        | 10 | .1  |             | Amended and Restated Stock Incentive Plan of Registrant dated as
    of May 15, 1993.*@                                                                                              
|        | 10 | .2  |             | Executive Employment Agreement, dated as of October 9,
    1993, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.+@                                                          
|        | 10 | .3  |             | Consulting Agreement, dated as of October 9, 1995, between
    OXiGENE (Europe) AB and B. Omentum Consulting AB.+                                                                    
|        | 10 | .4  |             | OXiGENE 1996 Stock Incentive Plan, as amended.++@                                                                                                                                    
|        | 10 | .5  |             | Collaborative Research Agreement, dated as of August 1,
    1997, between the Registrant and Boston Medical Center
    Corporation.***                                               
|        | 10 | .6  |             | 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 | .7  |             | Office Lease, dated February 28, 2000, between Registrant
    and Charles River Business Center Associates, L.L.C.###                                                                
|        | 10 | .8  |             | Research Collaboration and License Agreement, dated as of
    December 15, 1999, between OXiGENE Europe AB and
    Bristol-Myers Squibb Company.+++                                  
|        | 10 | .9  |             | Employment Agreement with Joel Citron dated as of
    January 2, 2002.++++#@                                                                                                         
|        | 10 | .10 |             | Termination Agreement by and between the Registrant and
    Bristol-Myers Squibb Company, dated as of February 15,
    2002.++++##                                                   
|        | 10 | .11 |             | Plan and Agreement of Liquidation of Peregrine Pharmaceuticals,
    Inc., the Registrant and Arcus Therapeutics LLC, dated as of
    February 15, 2002.##                            
|        | 10 | .12 |             | Employment Agreement, dated as of October 23, 2000, between
    Registrant and Frederick W. Driscoll.#@                                                                              
|        | 10 | .13 |             | Independent Contractor Agreement For Consulting Services, dated
    as of April 1, 2001, between Registrant and David Chaplin
    Consultants, Ltd.#@                                
|        | 10 | .14 |             | Employment Agreement, dated as of April 1, 2001, between
    Registrant and Dr. David Chaplin.#@                                                                                     
|        | 10 | .15 |             | Addendum to Executive Employment Agreement, dated as of
    April 23, 2002, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.#@                                               
|        | 10 | .16 |             | Addendum to Consulting Agreement, dated as of April 23,
    2002, between Registrant and B. Omentum Consulting AB.#                                                                  
|        | 10 | .17 |             | Addendum to Executive Employment Agreement, dated as of
    July 1, 2001, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.#@                                                 
|        | 10 | .18 |             | Amendment to Executive Employment Contract, dated as of
    July 1, 1999, between Registrant and Bjorn
    Nordenvall, M.D., Ph.D.#@                                                 
|        | 10 | .19 |             | Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between Registrant and Dr. David
    Chaplin.#                                                            
|        | 10 | .20 |             | Compensation Award Stock Agreement for Non-Employee Directors,
    dated as of January 2, 2002, between Registrant and Bjorn
    Nordenvall.#                                        
|        | 10 | .21 |             | Restricted Stock Agreement for Employees, dated as of
    January 2, 2002, between Registrant and Frederick W.
    Driscoll.#                                                        
|        | 10 | .22 |             | Form of Compensation Award Stock Agreement for Non-Employee
    Directors, dated as of January 2, 2002.#                                                                             



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##### Table of Contents



|        |    |     |             |                                                                                                                                                                                                                       
|------- | -- | --- | ----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |            
|Number  |    |     | Description
|        |    |     |            
|        | 10 | .23 |             | Promissory Note, dated as of January 2, 2002, between
    Registrant and Bjorn Nordenvall.#                                                                                                                           
|        | 10 | .24 |             | Promissory Notes, dated as of January 2, 2002, between
    Registrant and David Chaplin.#                                                                                                                             
|        | 10 | .25 |             | Promissory Note, dated as of January 2, 2002, between
    Registrant and Frederick W. Driscoll.#                                                                                                                      
|        | 10 | .26 |             | 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 | .27 |             | 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 | .28 |             | Research and License Agreement between the Company and Baylor
    University, dated June 1, 1999.&                                                                                                                    
|        | 10 | .29 |             | Agreement to Amend Research and License Agreement between the
    Company and Baylor University, dated April 23, 2002.&                                                                                               
|        | 10 | .30 |             | Addendum to Research and License Agreement between
    the Company and Baylor University, dated April 14,
    2003.&                                                                                                
|        | 10 | .31 |             | License Agreement by and between Active Biotech AB
    (Active) and the Company dated November 16,
    2001.&                                                                                                       
|        | 10 | .32 |             | License Agreement by and between Active and the Company dated
    April 23, 2002.&                                                                                                                                    
|        | 10 | .33 |             | Funded Research Agreement by and between the Company and The
    Foundation Fighting Blindness, effective as of October 30,
    2002.&&                                                                               
|        | 10 | .34 |             | Stock Pledge and Loan Agreement, dated as of September 1,
    1999, between Registrant and Per-Olof
    Söderberg.&&&&                                                                                                
|        | 10 | .35 |             | Stock Pledge and Loan Agreement, dated as of November 13,
    2000, between Registrant and Per-Olof
    Söderberg.&&&&                                                                                                
|        | 10 | .36 |             | Securities Purchase Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&                                                                                       
|        | 10 | .37 |             | Registration Rights Agreement, dated as of June 10, 2003,
    among the Registrant and the Purchasers signatory
    thereto.&&&                                                                                       
|        | 10 | .38 |             | Employment Agreement, dated as of February 23, 2004,
    between the Registrant and James B. Murphy.%                                                                                                                 
|        | 10 | .39 |             | Lease by and between The Realty Associates Fund III and the
    Registrant, dated as of August 8, 2003.%%                                                                                                             
|        | 10 | .40 |             | Sublease by and between Schwartz Communications, Inc. and the
    Registrant, dated as of March 16, 2004.%%                                                                                                           
|        | 10 | .41 |             | Description of Director Compensation Arrangement.                                                                                                                                                                     
|        | 10 | .42 |             | Named Executive Officers Compensation Arrangements.                                                                                                                                                                   
|        | 14 |     |             | Corporate Code of Conduct and Ethics.####                                                                                                                                                                             
|        | 23 |     |             | Consent of Ernst & Young LLP.                                                                                                                                                                                         
|        | 31 | .1  |             | Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|        | 31 | .2  |             | Certification of Chief Financial Officer Pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|        | 32 |     |             | Certification of Chief Executive and Financial Officers Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                




|    |  |                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|*   |  | Incorporated by reference to the Registrants Registration
    Statement on Form S-1 (file no. 33-64968) and any
    amendments thereto.
|**  |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for 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.           



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##### Table of Contents



|     |  |                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**** |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31,
    1999.                                                      
|#    |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended
    June 30, 2002.                                                  
|##   |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended
    March 31, 2002.                                                 
|###  |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31,
    2000.                                                      
|#### |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31,
    2002.                                                      
|+    |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31,
    1995.                                                      
|++   |  | Incorporated by reference to the Registrants Registration
    Statement on Form S-8 (file no. 333-92747) and any
    amendments thereto.                                          
|+++  |  | Incorporated by reference to the Registrants Current
    Report on Form 8-K, filed on December 28, 1999.                                                                          
|&    |  | Incorporated by reference to Amendment No. 3 to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002.                                   
|&&   |  | Incorporated by reference to Amendment No. 4 to the
    Registrants Annual Report on Form 10-K for the fiscal
    year ended December 31, 2002.                                   
|&&&  |  | Incorporated by reference to the Registrants Registration
    Statement on Form S-3 (file no. 333-106307) and any
    amendments thereto.                                         
|&&&& |  | Incorporated by reference to the Registrants Annual Report
    on Form 10-K for the fiscal year ended December 31,
    2003.                                                      
|%    |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended
    March 31, 2004.                                                 
|%%   |  | Incorporated by reference to the Registrants Quarterly
    Report on Form 10-Q for the quarterly period ended
    June 30, 2004.                                                  
|++++ |  | Confidential treatment requested as to certain portions of the
    document, which portions have been omitted and filed separately
    with the securities and Exchange Commission.
|@    |  | Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to this Form 10-K pursuant to
    Item 14(c) of this report.                        



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##### Table of Contents



Form 10-K Item 15(a)(1)


OXiGENE, Inc.


Index to Consolidated Financial Statements




|                                                            |  |  |          | 
|----------------------------------------------------------- |  |  | -------- | 
|Report of Independent Registered Public
    Accounting Firm |  |  | F-2      | 
|Consolidated Balance Sheets                                 |  |  | F-3      | 
|Consolidated Statements of Operations                       |  |  | F-4      | 
|Consolidated Statements of
    Stockholders Equity         |  |  | F-5      | 
|Consolidated Statements of Cash Flows                       |  |  | F-6      | 
|Notes to Consolidated Financial
    Statements              |  |  | F-7F-19 | 

F-1



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##### Table of Contents






Report of Independent Registered Public Accounting Firm
















| |                      
| | ---------------------
| | /s/ Ernst & Young LLP





F-2



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##### Table of Contents



OXiGENE, Inc.





Consolidated Balance Sheets


|                                                                                                                     |                                                                                                                                         |                           |        |         |      |   |        |         |  
|-------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------ | ------- | ---- | - | ------ | ------- | -
|                                                                                                                     |                                                                                                                                         | Year Ended December 31,   |       
|                                                                                                                     |                                                                                                                                         |                           |       
|                                                                                                                     |                                                                                                                                         | 2003                      |        |         | 2004 |  
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|                                                                                                                     |                                                                                                                                         | (Amounts in thousands,    |       
|                                                                                                                     |                                                                                                                                         | except par value amounts) |       
|ASSETS                                                                                                              
|Current assets:                                                                                                      |                                                                                                                                         |                           |        |         |      |   |        |        
|                                                                                                                     | Cash and cash equivalents                                                                                                               |                           | $      | 878     |      |   | $      | 15,988  |  
|                                                                                                                     | Available-for-sale securities                                                                                                           |                           |        | 17,694  |      |   |        | 14,514  |  
|                                                                                                                     | Restricted cash                                                                                                                         |                           |        | 364     |      |   |        |        |  
|                                                                                                                     | Prepaid expenses                                                                                                                        |                           |        | 27      |      |   |        | 59      |  
|                                                                                                                     | Other assets                                                                                                                            |                           |        | 22      |      |   |        | 46      |  
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|Total current assets                                                                                                 |                                                                                                                                         |                           | 18,985 |         |      |   | 30,607 |        
|Furniture and fixtures, equipment and leasehold improvements                                                         |                                                                                                                                         |                           | 905    |         |      |   | 955    |        
|Accumulated depreciation                                                                                             |                                                                                                                                         |                           | (861   | )       |      |   | (888   | )      
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|                                                                                                                     |                                                                                                                                         |                           | 44     |         |      |   | 67     |        
|License agreements, net of accumulated amortization of $430 and
    $528 at December 31, 2003 and 2004, respectively |                                                                                                                                         |                           | 1,069  |         |      |   | 971    |        
|Deposits                                                                                                             |                                                                                                                                         |                           | 107    |         |      |   | 112    |        
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|Total assets                                                                                                         |                                                                                                                                         | $                         | 20,205 |         |      | $ | 31,757 |        
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|                                                                                                                    
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                
|Current liabilities:                                                                                                 |                                                                                                                                         |                           |        |         |      |   |        |        
|                                                                                                                     | License agreement payable  current portion                                                                                             |                           | $      | 155     |      |   | $      |        |  
|                                                                                                                     | Accounts payable                                                                                                                        |                           |        | 1,546   |      |   |        | 494     |  
|                                                                                                                     | Accrued research and development                                                                                                        |                           |        | 1,294   |      |   |        | 1,263   |  
|                                                                                                                     | Accrued other                                                                                                                           |                           |        | 740     |      |   |        | 865     |  
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|Total current liabilities                                                                                            |                                                                                                                                         |                           | 3,735  |         |      |   | 2,622  |        
|Commitments and contingencies                                                                                        |                                                                                                                                         |                           |        |         |      |   |        |        
|Stockholders equity:                                                                                                |                                                                                                                                         |                           |        |         |      |   |        |        
|                                                                                                                     | Common Stock, $.01 par value, 60,000 shares
    authorized; 13,994 shares in 2003 and 16,714 shares in
    2004, issued and outstanding |                           |        | 140     |      |   |        | 167     |  
|                                                                                                                     | Additional paid-in capital                                                                                                              |                           |        | 97,674  |      |   |        | 119,527 |  
|                                                                                                                     | Accumulated deficit                                                                                                                     |                           |        | (80,022 | )    |   |        | (90,046 | )
|                                                                                                                     | Accumulated other comprehensive loss                                                                                                    |                           |        | (132    | )    |   |        | (94     | )
|                                                                                                                     | Notes receivable                                                                                                                        |                           |        | (962    | )    |   |        | (384    | )
|                                                                                                                     | Deferred compensation                                                                                                                   |                           |        | (228    | )    |   |        | (35     | )
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|Total stockholders equity                                                                                           |                                                                                                                                         |                           | 16,470 |         |      |   | 29,135 |        
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  
|Total liabilities and stockholders equity                                                                           |                                                                                                                                         | $                         | 20,205 |         |      | $ | 31,757 |        
|                                                                                                                     |                                                                                                                                         |                           |        |         |      |  



F-3



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##### Table of Contents



OXiGENE, Inc.





Consolidated Statements of Operations


|                                                     |                                                                                                     |                            |         |       |      |   |        |       |  |   |         |       | 
|---------------------------------------------------- | --------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----- | ---- | - | ------ | ----- |  | - | ------- | ----- | 
|                                                     |                                                                                                     | Year Ended December 31,    |        
|                                                     |                                                                                                     |                            |        
|                                                     |                                                                                                     | 2002                       |         |       | 2003 |   |        | 2004  | 
|                                                     |                                                                                                     |                            |         |       |      |   |        |       | 
|                                                     |                                                                                                     | (All amounts in thousands, |        
|                                                     |                                                                                                     | except per share amounts)  |        
|License revenue                                      |                                                                                                     | $                          |        |       |      | $ | 30     |       |  | $ | 7       |      
|Operating costs and expenses:                        |                                                                                                     |                            |         |       |      |   |        |       |  |   |         |      
|                                                     | Research and development                                                                            |                            |         | 5,103 |      |   |        | 3,938 |  |   |         | 5,849 | 
|                                                     | General and administrative (including related party transactions
    of approximately $618 in 2002) |                            |         | 7,438 |      |   |        | 5,282 |  |   |         | 4,540 | 
|                                                     | Amortization of license agreements                                                                  |                            |         | 98    |      |   |        | 98    |  |   |         | 98    | 
|                                                     |                                                                                                     |                            |         |       |      |   |        |       | 
|Total operating costs and expenses                   |                                                                                                     |                            | 12,639  |       |      |   | 9,318  |       |  |   | 10,487  |      
|                                                     |                                                                                                     |                            |         |       |      |   |        |       | 
|Operating loss                                       |                                                                                                     |                            | (12,639 | )     |      |   | (9,288 | )     |  |   | (10,480 | )    
|Investment income                                    |                                                                                                     |                            | 335     |       |      |   | 321    |       |  |   | 470     |      
|Interest expense                                     |                                                                                                     |                            | (53     | )     |      |   | (36    | )     |  |   |        |      
|Other (expense) income, net                          |                                                                                                     |                            | 1,344   |       |      |   | 635    |       |  |   | (14     | )    
|                                                     |                                                                                                     |                            |         |       |      |   |        |       | 
|Net loss                                             |                                                                                                     | $                          | (11,013 | )     |      | $ | (8,368 | )     |  | $ | (10,024 | )    
|                                                     |                                                                                                     |                            |         |       |      |   |        |       | 
|Basic and diluted net loss per common share          |                                                                                                     | $                          | (0.88   | )     |      | $ | (0.63  | )     |  | $ | (0.61   | )    
|Weighted-average number of common shares outstanding |                                                                                                     |                            | 12,514  |       |      |   | 13,184 |       |  |   | 16,560  |      



F-4



---



##### Table of Contents



OXiGENE, Inc.





Consolidated Statements of Stockholders Equity


|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |   |  |   |      |   |  |   |         |  
|-------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ---------- | - | --- | ----------- | ----------- | ----- | ------------- | - |  | ------------- | ------- | - | ---------- | - | ---- | ------------- |  | - | ------ | - |  | - | ---- | - |  | - | ------- | -
|                                                                                             |  | Common Stock               |        |   |            |   |     |             | Accumulated |       |               |   |  |               |         |  
|                                                                                             |  | $.01 Par Value             |        |   | Additional |   |     |             |             | Other |               |   |  |               |         |   | Total      |  
|                                                                                             |  |                            |        |   | Paid-In    |   |     | Accumulated |             |       | Comprehensive |   |  | Notes         |         |   | Deferred   |   |      | Stockholders | 
|                                                                                             |  | Shares                     |        |   | Amount     |   |     | Capital     |             |       | Deficit       |   |  | Income (Loss) |         |   | Receivable |   |      | Compensation  |  |   | Equity |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|                                                                                             |  | (All amounts in thousands) |       
|Balance at December 31, 2001                                                                 |  |                            | 11,432 |   |            | $ | 114 |             |             | $     | 82,385        |   |  | $             | (60,641 | ) |            | $ | 461  |               |  | $ | (3,765 | ) |  | $ | (35  | ) |  | $ | 18,519  |  
|Unrealized loss from available-for-sale securities                                           |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   | (87  | )             |  |   |       |   |  |   |     |   |  |   | (87     | )
|Foreign currency translation adjustment                                                      |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   | 263  |               |  |   |       |   |  |   |     |   |  |   | 263     |  
|Net loss                                                                                     |  |                            |       |   |            |   |    |             |             |       |              |   |  |               | (11,013 | ) |            |   |     |               |  |   |       |   |  |   |     |   |  |   | (11,013 | )
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Comprehensive loss                                                                           |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | (10,837 | )
|Issuance of common stock                                                                     |  |                            | 215    |   |            |   | 2   |             |             |       | 473           |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | 475     |  
|Issuance of restricted stock                                                                 |  |                            | 1,030  |   |            |   | 11  |             |             |       | 2,811         |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   | (381 | ) |  |   | 2,441   |  
|Issuance of notes receivable                                                                 |  |                            |       |   |            |   |    |             |             |       | 2             |   |  |               |        |   |            |   |     |               |  |   | (636   | ) |  |   |     |   |  |   | (634    | )
|Interest on notes receivable                                                                 |  |                            |       |   |            |   |    |             |             |       | 175           |   |  |               |        |   |            |   |     |               |  |   | (145   | ) |  |   |     |   |  |   | 30      |  
|Cancellation of notes receivable                                                             |  |                            |       |   |            |   |    |             |             |       | (2,359        | ) |  |               |        |   |            |   |     |               |  |   | 2,359  |   |  |   |     |   |  |   |        |  
|Options issued for services provided by non-employees                                        |  |                            |       |   |            |   |    |             |             |       | (22           | ) |  |               |        |   |            |   |     |               |  |   |       |   |  |   | 48   |   |  |   | 26      |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Balance at December 31, 2002                                                                 |  |                            | 12,677 |   |            |   | 127 |             |             |       | 83,465        |   |  |               | (71,654 | ) |            |   | 637  |               |  |   | (2,187 | ) |  |   | (368 | ) |  |   | 10,020  |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Unrealized loss from available-for-sale securities                                           |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   | (169 | )             |  |   |       |   |  |   |     |   |  |   | (169    | )
|Foreign currency translation adjustment                                                      |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   | (600 | )             |  |   |       |   |  |   |     |   |  |   | (600    | )
|Net loss                                                                                     |  |                            |       |   |            |   |    |             |             |       |              |   |  |               | (8,368  | ) |            |   |     |               |  |   |       |   |  |   |     |   |  |   | (8,368  | )
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Comprehensive loss                                                                           |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | (9,137  | )
|Issuance of common stock in connection with private financing,
    net of expenses of $1,102 |  |                            | 1,500  |   |            |   | 15  |             |             |       | 13,883        |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | 13,898  |  
|Issuance of common stock upon exercise of options                                            |  |                            | 110    |   |            |   | 1   |             |             |       | 499           |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | 500     |  
|Compensation related to restricted stock, options and stock
    appreciation rights          |  |                            | 5      |   |            |   |    |             |             |       | 229           |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   | 391  |   |  |   | 620     |  
|Payment of notes receivable                                                                  |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   |     |               |  |   | 569    |   |  |   |     |   |  |   | 569     |  
|Interest on notes receivable                                                                 |  |                            |       |   |            |   |    |             |             |       | 102           |   |  |               |        |   |            |   |     |               |  |   | (102   | ) |  |   |     |   |  |   |        |  
|Cancellation of notes receivable                                                             |  |                            | (298   | ) |            |   | (3  | )           |             |       | (755          | ) |  |               |        |   |            |   |     |               |  |   | 758    |   |  |   |     |   |  |   |        |  
|Options issued for services provided by non-employees                                        |  |                            |       |   |            |   |    |             |             |       | 251           |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   | (251 | ) |  |   |        |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Balance at December 31, 2003                                                                 |  |                            | 13,994 |   |            |   | 140 |             |             |       | 97,674        |   |  |               | (80,022 | ) |            |   | (132 | )             |  |   | (962   | ) |  |   | (228 | ) |  |   | 16,470  |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Unrealized gain from available-for-sale securities                                           |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   | 38   |               |  |   |       |   |  |   |     |   |  |   | 38      |  
|Net loss                                                                                     |  |                            |       |   |            |   |    |             |             |       |              |   |  |               | (10,024 | ) |            |   |     |               |  |   |       |   |  |   |     |   |  |   | (10,024 | )
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Comprehensive loss                                                                           |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | (9,986  | )
|Issuance of common stock in connection with private financing,
    net of expenses of $1,837 |  |                            | 2,756  |   |            |   | 27  |             |             |       | 22,332        |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | 22,359  |  
|Issuance of common stock upon exercise of options                                            |  |                            | 20     |   |            |   |    |             |             |       | 52            |   |  |               |        |   |            |   |     |               |  |   |       |   |  |   |     |   |  |   | 52      |  
|Compensation related to restricted stock                                                     |  |                            | (9     | ) |            |   |    |             |             |       | (26           | ) |  |               |        |   |            |   |     |               |  |   |       |   |  |   | 156  |   |  |   | 130     |  
|Payment of notes receivable                                                                  |  |                            |       |   |            |   |    |             |             |       |              |   |  |               |        |   |            |   |     |               |  |   | 82     |   |  |   |     |   |  |   | 82      |  
|Interest on notes receivable                                                                 |  |                            |       |   |            |   |    |             |             |       | 21            |   |  |               |        |   |            |   |     |               |  |   | (21    | ) |  |   |     |   |  |   |        |  
|Cancellation of notes receivable                                                             |  |                            | (47    | ) |            |   |    |             |             |       | (517          | ) |  |               |        |   |            |   |     |               |  |   | 517    |   |  |   |     |   |  |   |        |  
|Options issued for services provided by non-employees                                        |  |                            |       |   |            |   |    |             |             |       | (9            | ) |  |               |        |   |            |   |     |               |  |   |       |   |  |   | 37   |   |  |   | 28      |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  
|Balance at December 31, 2004                                                                 |  |                            | 16,714 |   |            | $ | 167 |             |             | $     | 119,527       |   |  | $             | (90,046 | ) |            | $ | (94  | )             |  | $ | (384   | ) |  | $ | (35  | ) |  | $ | 29,135  |  
|                                                                                             |  |                            |        |   |            |   |     |             |             |       |               |   |  |               |         |   |            |   |      |               |  |   |        |  



F-5



---



##### Table of Contents



OXiGENE, Inc.





Consolidated Statements of Cash Flows


|                                                                                                          |  |                         |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                          |  | Year Ended December 31, |        
|                                                                                                          |  |                         |        
|                                                                                                          |  | 2002                    |         |   | 2003 |   |         | 2004 | 
|                                                                                                          |  |                         |         |   |      |   |         |      | 
|                                                                                                          |  | (Amounts in thousands)  |        
|Operating activities:                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Net loss                                                                                                  |  | $                       | (11,013 | ) |      | $ | (8,368  | )    |  | $ | (10,024 | )
|Adjustments to reconcile net loss to net cash used in operating
    activities:                           |  |                         |         |   |      |   |         |      |  |   |         |  
|Gain on sale of joint venture                                                                             |  |                         | (1,325  | ) |      |   |        |      |  |   |        |  
|Foreign currency translation gain                                                                         |  |                         |        |   |      |   | (635    | )    |  |   |        |  
|Depreciation                                                                                              |  |                         | 145     |   |      |   | 478     |      |  |   | 27      |  
|Amortization of license agreements                                                                        |  |                         | 98      |   |      |   | 98      |      |  |   | 98      |  
|Abandonment of furniture, fixtures and equipment                                                          |  |                         | 11      |   |      |   |        |      |  |   |        |  
|Compensation related to issuance of warrants, options, stock
    appreciation rights and restricted stock |  |                         | 2,941   |   |      |   | 620     |      |  |   | 158     |  
|Changes in operating assets and liabilities:                                                              |  |                         |         |   |      |   |         |      |  |   |         |  
|Restricted cash                                                                                           |  |                         |        |   |      |   | (364    | )    |  |   | 364     |  
|Prepaid expenses and other current assets                                                                 |  |                         | 430     |   |      |   | (7      | )    |  |   | (56     | )
|Accounts payable, accrued expenses and other payables                                                     |  |                         | 212     |   |      |   | 427     |      |  |   | (958    | )
|                                                                                                          |  |                         |         |   |      |   |         |      | 
|Net cash used in operating activities                                                                     |  |                         | (8,501  | ) |      |   | (7,751  | )    |  |   | (10,391 | )
|Investing activities:                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Purchase of available-for-sale securities                                                                 |  |                         | (8,164  | ) |      |   | (10,584 | )    |  |   | (9,777  | )
|Proceeds from sale of available-for-sale securities                                                       |  |                         |        |   |      |   | 798     |      |  |   | 12,995  |  
|Proceeds from sale of joint venture                                                                       |  |                         | 2,000   |   |      |   |        |      |  |   |        |  
|Amount paid for license agreements                                                                        |  |                         | (267    | ) |      |   | (290    | )    |  |   | (155    | )
|Purchase of furniture, fixtures and equipment                                                             |  |                         | (15     | ) |      |   | (35     | )    |  |   | (50     | )
|Deposits                                                                                                  |  |                         | 10      |   |      |   | (33     | )    |  |   | (5      | )
|                                                                                                          |  |                         |         |   |      |   |         |      | 
|Net cash provided by (used in) investing activities                                                       |  |                         | (6,436  | ) |      |   | (10,144 | )    |  |   | 3,008   |  
|Financing activities:                                                                                     |  |                         |         |   |      |   |         |      |  |   |         |  
|Proceeds from issuance of common stock                                                                    |  |                         |        |   |      |   | 14,398  |      |  |   | 22,411  |  
|Payment of notes receivable and related interest                                                          |  |                         |        |   |      |   | 569     |      |  |   | 82      |  
|Issuance of notes receivable and related interest                                                         |  |                         | (634    | ) |      |   |        |      |  |   |        |  
|                                                                                                          |  |                         |         |   |      |   |         |      | 
|Net cash provided by (used in) financing activities                                                       |  |                         | (634    | ) |      |   | 14,967  |      |  |   | 22,493  |  
|Effect of exchange rate changes on cash                                                                   |  |                         | 293     |   |      |   | 54      |      |  |   |        |  
|                                                                                                          |  |                         |         |   |      |   |         |      | 
|Increase (Decrease) in cash and cash equivalents                                                          |  |                         | (15,278 | ) |      |   | (2,874  | )    |  |   | 15,110  |  
|Cash and cash equivalents at beginning of year                                                            |  |                         | 19,030  |   |      |   | 3,752   |      |  |   | 878     |  
|Cash and cash equivalents at end of year                                                                  |  | $                       | 3,752   |   |      | $ | 878     |      |  | $ | 15,988  |  
|                                                                                                          |  |                         |         |   |      |   |         |      | 
|Supplemental Disclosure                                                                                   |  |                         |         |   |      |   |         |      |  |   |         |  
|Interest paid                                                                                             |  | $                       | 53      |   |      | $ | 30      |      |  |   |        |  



F-6



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##### Table of Contents






OXiGENE, INC.


Notes to Consolidated Financial Statements


December 31, 2004




|   |                                                                
|-- | ---------------------------------------------------------------
|1. | Description of Business and Significant Accounting
    Policies



| |                        
| | -----------------------
| | Description of Business







| |                            
| | ---------------------------
| | Principles of Consolidation





| |                 
| | ----------------
| | Use of Estimates





| |                             
| | ----------------------------
| | Concentration of Credit Risk





| |                          
| | -------------------------
| | Cash and Cash Equivalents



F-7



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




| |                              
| | -----------------------------
| | Available-for-Sale Securities

Accounting for Certain
Investments in Debt and Equity Securities






|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |     |   |   |        |       | 
|----------------------------------- | -------------------------------- | ----------------- | ------ | ---------- | ----- | - | ---------- | ------ |  | --------- | ---------- | --- | - | - | ------ | ----- | 
|                                    |                                  | December 31, 2004 |       
|                                    |                                  |                   |       
|                                    |                                  |                   |        | Gross      |       |   | Gross      |        |  |          
|                                    |                                  |                   |        | Unrealized |       |   | Unrealized |        |  | Estimated |           
|                                    |                                  | Cost              |        |            | Gains |   |            | Losses |  |           | Fair Value |    
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    
|Fixed income mutual funds           |                                  | $                 | 4,253  |            |       | $ |           |        |  | $         |           |     |   | $ | 4,253  |      
|Certificates of deposit             |                                  |                   | 2,661  |            |       |   |           |        |  |           | (20        | )   |   |   | 2,641  |      
|Government bonds                    |                                  |                   |        |            |       |   |            |        |  |           |            |     |   |   |        |      
|                                    | Maturing in less than 2 years    |                   |        | 752        |       |   |            |       |  |           |            | (8  | ) |   |        | 744   | 
|                                    | Maturing in 2 to 4 years         |                   |        | 1,500      |       |   |            |       |  |           |            | (4  | ) |   |        | 1,496 | 
|                                    | Maturing in greater than 4 years |                   |        | 1,000      |       |   |            |       |  |           |            |    |   |   |        | 1,000 | 
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    
|                                    | Subtotal government bonds        |                   |        | 3,252      |       |   |            |       |  |           |            | (12 | ) |   |        | 3,240 | 
|Corporate bonds                     |                                  |                   |        |            |       |   |            |        |  |           |            |     |   |   |        |      
|                                    | Maturing in less than 2 years    |                   |        | 2,701      |       |   |            | 2      |  |           |            | (29 | ) |   |        | 2,674 | 
|                                    | Maturing in 2 to 4 years         |                   |        | 1,741      |       |   |            |       |  |           |            | (35 | ) |   |        | 1,706 | 
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    
|                                    | Subtotal corporate bonds         |                   |        | 4,442      |       |   |            | 2      |  |           |            | (64 | ) |   |        | 4,380 | 
|Total available-for-sale securities |                                  | $                 | 14,608 |            |       | $ | 2          |        |  | $         | (96        | )   |   | $ | 14,514 |      
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    

F-8



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)


|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |     |   |   |        |       | 
|----------------------------------- | -------------------------------- | ----------------- | ------ | ---------- | ----- | - | ---------- | ------ |  | --------- | ---------- | --- | - | - | ------ | ----- | 
|                                    |                                  | December 31, 2003 |       
|                                    |                                  |                   |       
|                                    |                                  |                   |        | Gross      |       |   | Gross      |        |  |          
|                                    |                                  |                   |        | Unrealized |       |   | Unrealized |        |  | Estimated |           
|                                    |                                  | Cost              |        |            | Gains |   |            | Losses |  |           | Fair Value |    
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    
|Fixed income mutual funds           |                                  | $                 | 11,453 |            |       | $ | 15         |        |  | $         | (109       | )   |   | $ | 11,359 |      
|Certificates of deposit             |                                  |                   | 1,171  |            |       |   |           |        |  |           | (10        | )   |   |   | 1,161  |      
|Government bonds                    |                                  |                   |        |            |       |   |            |        |  |           |            |     |   |   |        |      
|                                    | Maturing in less than 2 years    |                   |        | 250        |       |   |            |       |  |           |            |    |   |   |        | 250   | 
|                                    | Maturing in 2 to 4 years         |                   |        | 1,000      |       |   |            | 3      |  |           |            |    |   |   |        | 1,003 | 
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    
|                                    | Subtotal government bonds        |                   |        | 1,250      |       |   |            | 3      |  |           |            |    |   |   |        | 1,253 | 
|Corporate bonds                     |                                  |                   |        |            |       |   |            |        |  |           |            |     |   |   |        |      
|                                    | Maturing in less than 2 years    |                   |        | 700        |       |   |            | 8      |  |           |            | (3  | ) |   |        | 705   | 
|                                    | Maturing in 2 to 4 years         |                   |        | 2,252      |       |   |            |        |  |           |            | (13 | ) |   |        | 2,239 | 
|                                    | Maturing in greater than 4 years |                   |        | 1,000      |       |   |            |       |  |           |            | (23 | ) |   |        | 977   | 
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    
|                                    | Subtotal corporate bonds         |                   |        | 3,952      |       |   |            | 8      |  |           |            | (39 | ) |   |        | 3,921 | 
|Total available-for-sale securities |                                  | $                 | 17,826 |            |       | $ | 26         |        |  | $         | (158       | )   |   | $ | 17,694 |      
|                                    |                                  |                   |        |            |       |   |            |        |  |           |            |    





| |                
| | ---------------
| | Restricted Cash





| |                                 
| | --------------------------------
| | Accrued Research and Development





| |             
| | ------------
| | Income Taxes

Accounting for Income Taxes


F-9



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)






| |                  
| | -----------------
| | License Agreement





| |             
| | ------------
| | Depreciation





| |                                
| | -------------------------------
| | Patents and Patent Applications





| |                             
| | ----------------------------
| | Foreign Currency Translation





| |                   
| | ------------------
| | Net Loss Per Share



F-10



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




| |                         
| | ------------------------
| | Stock-Based Compensation

Accounting for Stock-Based
Compensation Accounting for Equity Instruments That are Issued to
Other Than Employees for Acquiring, or in Conjunction With
Selling Goods or Services




|                             |  |      |          |   |      |  |          |      |  |  |          |  
|---------------------------- |  | ---- | -------- | - | ---- |  | -------- | ---- |  |  | -------- | -
|Weighted Average Assumptions |  | 2002 |          |   | 2003 |  |          | 2004 | 
|                             |  |      |          |   |      |  |          |      | 
|Risk-free interest rate      |  |      | 4.53     | % |      |  | 3.16     | %    |  |  | 2.57     | %
|Expected life                |  |      | 4  years |   |      |  | 4  years |      |  |  | 4  years |  
|Expected volatility          |  |      | 79       | % |      |  | 95       | %    |  |  | 118      | %
|Dividend yield               |  |      | 0.00     | % |      |  | 0.00     | %    |  |  | 0.00     | %
|Fair value                   |  |      | $1.59    |   |      |  | $5.92    |      |  |  | $4.84    |  





|                                      |                                                                                                            |                         |         |        |      |   |        |       |   |   |         |        |  
|------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ----------------------- | ------- | ------ | ---- | - | ------ | ----- | - | - | ------- | ------ | -
|                                      |                                                                                                            | Year Ended December 31, |        
|                                      |                                                                                                            |                         |        
|                                      |                                                                                                            | 2002                    |         |        | 2003 |   |        | 2004  |  
|                                      |                                                                                                            |                         |         |        |      |   |        |       |  
|Net loss as reported                  |                                                                                                            | $                       | (11,013 | )      |      | $ | (8,368 | )     |   | $ | (10,024 | )     
|                                      | Deduct: Stock-based employee compensation expense included in
    reported net loss                        |                         |         | 2,372  |      |   |        | 112   |   |   |         | 129    |  
|                                      | Add: Stock-based employee compensation expense determined under
    fair value based method for all awards |                         |         | (2,974 | )    |   |        | (909  | ) |   |         | (2,250 | )
|                                      |                                                                                                            |                         |         |        |      |   |        |       |  
|Pro forma net loss                    |                                                                                                            | $                       | (11,615 | )      |      | $ | (9,165 | )     |   | $ | (12,145 | )     
|                                      |                                                                                                            |                         |         |        |      |   |        |       |  
|Basic and diluted net loss per share: |                                                                                                            |                         |         |        |      |   |        |       |   |   |         |       
|                                      | As reported                                                                                                |                         | $       | (0.88  | )    |   | $      | (0.63 | ) |   | $       | (0.61  | )
|                                      | Pro forma                                                                                                  |                         | $       | (0.93  | )    |   | $      | (0.70 | ) |   | $       | (0.73  | )

F-11



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




| |                            
| | ---------------------------
| | Comprehensive Income (Loss)

Reporting Comprehensive Income




| |                    
| | -------------------
| | Revenue Recognition

Revenue Recognition in
Financial Statements Revenue Arrangements with Multiple
Deliverables.






| |                                 
| | --------------------------------
| | Recent Accounting Pronouncements

Share-Based
Payment,




F-12



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




|   |                   
|-- | ------------------
|2. | Foreign Operations



|                  |  |              |        |   |      |   |      |  
|----------------- |  | ------------ | ------ | - | ---- | - | ---- | -
|                  |  | December 31, |       
|                  |  |              |       
|                  |  | 2002         |        |   | 2003 |  
|                  |  |              |        |   |      |  
|Assets            |  | $            | 1,206  |   |      | $ |     |  
|Liabilities       |  |              | 687    |   |      |   |     |  
|Expenses          |  |              | 2,371  |   |      |   | 136  |  
|Net (loss) income |  | $            | (2,422 | ) |      | $ | (165 | )





|   |                           
|-- | --------------------------
|3. | Related Party Transactions







|   |                        
|-- | -----------------------
|4. | Joint Venture Agreement





|   |                     
|-- | --------------------
|5. | Stockholders Equity



F-13



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)






| |                      
| | ---------------------
| | Stock Incentive Plans









| |                          
| | -------------------------
| | Stock Appreciation Rights





F-14



---



##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




| |                     
| | --------------------
| | Options and Warrants

The following is a summary of the Companys stock
option, warrant and


stock appreciation right activity: (Amounts in thousands)


|                                 |           |               |       |           |         |  |       |              |   |  |          |     |   |  |     |     | 
|-------------------------------- | --------- | ------------- | ----- | --------- | ------- |  | ----- | ------------ | - |  | -------- | --- | - |  | --- | --- | 
|                                 |           |               |       | Incentive |         |  | Stock |              |   | 
|                                 |           | Non-qualified |       |           | Stock   |  |       | Appreciation |   |  |         
|                                 |           | Stock Options |       |           | Options |  |       | Rights       |   |  | Warrants |    
|                                 |           |               |       |           |         |  |       |              |   |  |          |    
|Outstanding at December 31, 2001 |           |               | 1,299 |           |         |  | 128   |              |   |  | 25       |     |   |  |    |    
|                                 | Granted   |               |       | 414       |         |  |       |             |   |  |          |    |   |  |     |    | 
|                                 | Exercised |               |       | (15       | )       |  |       |             |   |  |          |    |   |  |     |    | 
|                                 | Canceled  |               |       | (1,108    | )       |  |       | (128         | ) |  |          |    |   |  |     |    | 
|                                 |           |               |       |           |         |  |       |              |   |  |          |    
|Outstanding at December 31, 2002 |           |               | 590   |           |         |  |      |              |   |  | 25       |     |   |  |    |    
|                                 | Granted   |               |       | 919       |         |  |       |             |   |  |          |    |   |  |     | 525 | 
|                                 | Exercised |               |       | (98       | )       |  |       |             |   |  |          | (17 | ) |  |     |    | 
|                                 | Canceled  |               |       | (29       | )       |  |       |             |   |  |          | (8  | ) |  |     |    | 
|                                 |           |               |       |           |         |  |       |              |   |  |          |    
|Outstanding at December 31, 2003 |           |               | 1,382 |           |         |  |      |              |   |  |         |     |   |  | 525 |    
|                                 | Granted   |               |       | 378       |         |  |       |             |   |  |          |    |   |  |     |    | 
|                                 | Exercised |               |       | (20       | )       |  |       |             |   |  |          |    |   |  |     |    | 
|                                 | Canceled  |               |       | (146      | )       |  |       |             |   |  |          |    |   |  |     |    | 
|                                 |           |               |       |           |         |  |       |              |   |  |          |    
|Outstanding at December 31, 2004 |           |               | 1,594 |           |         |  |      |              |   |  |         |     |   |  | 525 |    
|                                 |           |               |       |           |         |  |       |              |   |  |          |    

Weighted-Average Exercise Price of Stock Options, Warrants
and Stock Appreciation Rights


|                  |           |               |      |      |               |       |      |              |  |   |          |      |  |   |       |       | 
|----------------- | --------- | ------------- | ---- | ---- | ------------- | ----- | ---- | ------------ |  | - | -------- | ---- |  | - | ----- | ----- | 
|                  |           |               |      |      |               | Stock |      |              | 
|                  |           | Non-qualified |      |      | Incentive     |       |      | Appreciation |  |   |         
|                  |           | Stock Options |      |      | Stock Options |       |      | Rights       |  |   | Warrants |     
|                  |           |               |      |      |               |       |      |              |  |   |          |     
|December 31, 2001 |           | $             | 8.11 |      |               | $     | 9.48 |              |  | $ | 7.51     |      |  | $ |      |      
|                  | Granted   |               |      | 2.62 |               |       |      |             |  |   |          |     |  |   |       |      | 
|                  | Exercised |               |      | 2.66 |               |       |      |             |  |   |          |     |  |   |       |      | 
|                  | Canceled  |               |      | 8.84 |               |       |      | 9.48         |  |   |          |     |  |   |       |      | 
|                  |           |               |      |      |               |       |      |              |  |   |          |     
|December 31, 2002 |           |               | 3.14 |      |               |       |     |              |  |   | 7.51     |      |  |   |      |      
|                  | Granted   |               |      | 8.58 |               |       |      |             |  |   |          |     |  |   |       | 14.14 | 
|                  | Exercised |               |      | 3.79 |               |       |      |             |  |   |          | 7.63 |  |   |       |      | 
|                  | Canceled  |               |      | 4.07 |               |       |      |             |  |   |          | 7.25 |  |   |       |      | 
|                  |           |               |      |      |               |       |      |              |  |   |          |     
|December 31, 2003 |           |               | 6.69 |      |               |       |     |              |  |   |         |      |  |   | 14.14 |      
|                  | Granted   |               |      | 6.21 |               |       |      |             |  |   |          |     |  |   |       |      | 
|                  | Exercised |               |      | 2.58 |               |       |      |             |  |   |          |     |  |   |       |      | 
|                  | Canceled  |               |      | 8.64 |               |       |      |             |  |   |          |     |  |   |       |      | 
|                  |           |               |      |      |               |       |      |              |  |   |          |     
|December 31, 2004 |           | $             | 6.45 |      |               | $     |     |              |  | $ |         |      |  | $ | 14.14 |      
|                  |           |               |      |      |               |       |      |              |  |   |          |     

F-15



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##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)


Stock Options, Warrants and Stock Appreciation Rights
Exercisable


|                   |                                 |                              |   |       |              |  |   |          |  |  |   |       | 
|------------------ | ------------------------------- | ---------------------------- | - | ----- | ------------ |  | - | -------- |  |  | - | ----- | 
|                   |                                 |                              |   | Stock |              |  |  
|                   |                                 | Non-qualified                |   |       | Appreciation |  |   |         
|                   |                                 | Stock Options                |   |       | Rights       |  |   | Warrants | 
|                   |                                 |                              |   |       |              |  |   |          | 
|                   |                                 | (Share amounts in thousands) |  
|December 31, 2002: |                                 |                              |   |       |              |  |   |          |  |  |   |      
|                   | Exercisable                     |                              |   | 194   |              |  |   | 25       |  |  |   |      | 
|                   | Weighted-average exercise price |                              | $ | 3.96  |              |  | $ | 7.51     |  |  | $ |      | 
|December 31, 2003: |                                 |                              |   |       |              |  |   |          |  |  |   |      
|                   | Exercisable                     |                              |   | 462   |              |  |   |         |  |  |   | 525   | 
|                   | Weighted-average exercise price |                              | $ | 2.96  |              |  | $ |         |  |  | $ | 14.14 | 
|December 31, 2004: |                                 |                              |   |       |              |  |   |          |  |  |   |      
|                   | Exercisable                     |                              |   | 746   |              |  |   |         |  |  |   | 525   | 
|                   | Weighted-average exercise price |                              | $ | 5.33  |              |  | $ |         |  |  | $ | 14.14 | 

Stock Options and Warrants Outstanding


|                          |             |                                             |               |     |            |   |                |       |            |   |                 |     |            | 
|------------------------- | ----------- | ------------------------------------------- | ------------- | --- | ---------- | - | -------------- | ----- | ---------- | - | --------------- | --- | ---------- | 
|                          |             | Non-qualified Stock Options                 |               |     | Warrants   |  
|                          |             |                                             |               |     |            |  
|                          |             | (Share amounts in thousands)                |              
|December 31, 2004:        |             |                                             |               |     |            |   |                |       |            |   |                 |    
|Range of Exercise prices: |             | $                                           | 1.06 to $5.00 |     |            | $ | 5.01 to $10.35 |       |            | $ | 12.00 to $15.00 |    
|                          |             |                                             |               |     |            |   |                |       |           
|                          | Outstanding |                                             |               | 449 |            |   |                | 1,145 |            |   |                 | 525 |           
|                          |             | Weighted-average exercise price             |               | $   | 2.71       |   |                | $     | 7.92       |   |                 | $   | 14.14      | 
|                          |             | Weighted-average remaining contractual life |               |     | 7.20 years |   |                |       | 8.84 years |   |                 |     | 1.30 years | 
|                          | Exercisable |                                             |               | 404 |            |   |                | 342   |            |   |                 | 525 |           
|                          |             | Weighted-average exercise price             |               | $   | 2.70       |   |                | $     | 8.44       |   |                 | $   | 14.14      | 



| |                 
| | ----------------
| | Notes Receivable





F-16



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##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)






| |                                   
| | ----------------------------------
| | Common Stock Reserved for Issuance





|   |             
|-- | ------------
|6. | Income Taxes





|                                                                       |  |      |         |   |      |   |         |  
|---------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                       |  | 2003 |         |   | 2004 |  
|                                                                       |  |      |         |   |      |  
|Net operating loss carryforwards                                       |  | $    | 40,234  |   |      | $ | 44,324  |  
|Compensatory stock options, warrants and stock appreciation
    rights |  |      | 1,088   |   |      |   | 1,088   |  
|Other                                                                  |  |      | 245     |   |      |   | 232     |  
|                                                                       |  |      |         |   |      |  
|Total deferred tax asset                                               |  |      | 41,567  |   |      |   | 45,644  |  
|Valuation allowance                                                    |  | $    | (41,567 | ) |      | $ | (45,644 | )
|                                                                       |  |      |         |   |      |  
|Net deferred tax asset                                                 |  |      |        |   |      |   |        |  
|                                                                       |  |      |         |   |      |  





|   |                              
|-- | -----------------------------
|7. | Commitments and Contingencies



| |       
| | ------
| | Leases



F-17



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##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




|           |  |             |       |  |               |   |      |             |  |   |       | 
|---------- |  | ----------- | ----- |  | ------------- | - | ---- | ----------- |  | - | ----- | 
|           |  | Gross       |       |  | Receipts From |   |      | Net         | 
|           |  | Commitments |       |  | Sublease      |   |      | Commitments | 
|           |  |             |       |  |               |   |      |             | 
|2005       |  | $           | 437   |  |               | $ | (180 | )           |  | $ | 257   | 
|2006       |  |             | 426   |  |               |   | (210 | )           |  |   | 216   | 
|2007       |  |             | 430   |  |               |   | (211 | )           |  |   | 219   | 
|2008       |  |             | 434   |  |               |   | (143 | )           |  |   | 291   | 
|2009       |  |             | 324   |  |               |   |     |             |  |   | 324   | 
|Thereafter |  |             | 297   |  |               |   |     |             |  |   | 297   | 
|           |  |             |       |  |               |   |      |             | 
|           |  | $           | 2,348 |  |               | $ | (744 | )           |  | $ | 1,604 | 
|           |  |             |       |  |               |   |      |             | 



| |                   
| | ------------------
| | License Agreements







| |           
| | ----------
| | Litigation







|   |                        
|-- | -----------------------
|8. | Retirement Savings Plan



F-18



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##### Table of Contents



OXiGENE, INC.


Notes to Consolidated Financial
Statements  (Continued)




|   |                  
|-- | -----------------
|9. | Subsequent Events





|    |                                            
|--- | -------------------------------------------
|10. | Quarterly Results of Operations (Unaudited)



|                                     |  |                     |        |   |          |   |        |               |  |   |              |   |  |   |        |  
|------------------------------------ |  | ------------------- | ------ | - | -------- | - | ------ | ------------- |  | - | ------------ | - |  | - | ------ | -
|                                     |  | Three Months Ended, |       
|                                     |  |                     |       
|                                     |  | March 31,           |        |   | June 30, |   |        | September 30, |  |   | December 31, |  
|                                     |  | 2003                |        |   | 2003     |   |        | 2003          |  |   | 2003         |  
|                                     |  |                     |        |   |          |   |        |               |  |   |              |  
|License revenue                      |  | $                   | 20     |   |          | $ |       |               |  | $ |             |   |  | $ | 10     |  
|Net loss                             |  |                     | (1,476 | ) |          |   | (1,849 | )             |  |   | (3,354       | ) |  |   | (1,689 | )
|Basic and diluted net loss per share |  | $                   | (0.12  | ) |          | $ | (0.15  | )             |  | $ | (0.24        | ) |  | $ | (0.12  | )

|                                     |  |                     |        |   |          |   |        |               |  |   |              |   |  |   |        |  
|------------------------------------ |  | ------------------- | ------ | - | -------- | - | ------ | ------------- |  | - | ------------ | - |  | - | ------ | -
|                                     |  | Three Months Ended, |       
|                                     |  |                     |       
|                                     |  | March 31,           |        |   | June 30, |   |        | September 30, |  |   | December 31, |  
|                                     |  | 2004                |        |   | 2004     |   |        | 2004          |  |   | 2004         |  
|                                     |  |                     |        |   |          |   |        |               |  |   |              |  
|License revenue                      |  | $                   | 7      |   |          | $ |       |               |  | $ |             |   |  | $ |       |  
|Net loss                             |  |                     | (2,062 | ) |          |   | (2,803 | )             |  |   | (2,910       | ) |  |   | (2,249 | )
|Basic and diluted net loss per share |  | $                   | (0.13  | ) |          | $ | (0.17  | )             |  | $ | (0.17        | ) |  | $ | (0.13  | )

F-19