exv10w3






EXHIBIT 10.3




AMENDMENT NO. 4 TO

STOCKHOLDER RIGHTS AGREEMENT




     This Amendment No. 4 to Stockholder Rights Agreement (the “Amendment”), dated as of January
18, 2011, by and between OXiGENE, Inc., a Delaware corporation (the “Company”), and American Stock
Transfer & Trust Company, LLC (the “Rights Agent”), amends that certain Stockholder Rights
Agreement, dated as of March 24, 2005, as amended as of October 1, 2008, October 14, 2009 and March
10, 2010, between the Company and the Rights Agent (as so amended, the “Agreement”).



     WHEREAS, the parties desire to amend the Agreement, pursuant to Section 27 thereof, in
connection with the transactions described in those certain Warrant Exchange Agreements by and
among the Company and the investors named therein, dated as of even date herewith (the “Warrant
Exchange Agreements”).



     NOW THEREFORE, the parties hereby agree as follows:



     1. Definition of “Acquiring Person.” The definition of “Acquiring Person” as set
forth in Section 1(a) of the Agreement is hereby further amended by adding the following to the end
thereof:



     “Notwithstanding anything herein to the contrary, none of the persons listed in the first
paragraph (the “Investors”) of each Warrant Exchange Agreement by and between the Company and each
Investor, dated as of January 18, 2011 (collectively, the “Warrant Exchange Agreements”) shall be
deemed to be an Acquiring Person solely by virtue of the transactions contemplated by the Warrant
Exchange Agreements, including but not limited to, the acquisition of Common Stock by the Investors
pursuant to the Warrant Exchange Agreements.”



 









 





     2. Definition of “Stock Acquisition Date.” The definition of “Stock Acquisition Date”
as set forth in Section 1(hh) of the Agreement is hereby further amended by adding the following to
the end thereof:



     “Notwithstanding anything herein to the contrary, the execution, delivery and performance of
the Warrant Exchange Agreements shall not be deemed, by itself, to constitute or lead to a Stock
Acquisition Date under this Agreement.”



     3. Definition of “Distribution Date.” The definition of “Distribution Date” as set
forth in Section 3(a) of the Agreement is hereby further amended by adding the following to the end
thereof:



     “Notwithstanding anything herein to the contrary, the execution, delivery and performance of
the Warrant Exchange Agreements shall not be deemed, by itself, to constitute or lead to a
Distribution Date under this Agreement.”



     4. Ratification. The parties hereby ratify and confirm in all respects the Agreement,
as amended by this Amendment.



     5. Governing Law. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and performed entirely within such State.



     6. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.



 









 





     7. Descriptive Headings. Descriptive headings of the several Sections of
this Amendment are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.



[remainder left intentionally blank]







 









 








     IN WITNESS WHEREOF, the parties have entered into this Fourth Amendment to Stockholder Rights
Agreement as of the date first stated above.



	 	 	 	 	 
	OXiGENE, INC.

 	 	 
	By:  	 	 	 
	 	Peter Langecker, M.D., Ph.D., 

Chief Executive Officer 	 
	 	 	 	 
	 
	AMERICAN STOCK TRANSFER &

 TRUST COMPANY, LLC

 	 
	By:  	 	 	 
	 	Paula Caroppoli, Vice President