10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission File Number: 0-21990

OXiGENE, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3679168
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

230 THIRD AVENUE
WALTHAM, MA 02451
(Address of principal executive offices, including zip code)

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

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                    Accelerated filer þ                    Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of April 15, 2006, there were 28,037,498 shares of the Registrant’s Common Stock issued and outstanding.

OXiGENE, INC.

Cautionary Factors that may Affect Future Results

     The disclosure and analysis by OXiGENE, Inc. (the “Company”) in this report contain “forward-looking statements.” Forward-looking statements give management’s current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. These include statements, among others, relating to our planned future actions, our clinical trial plans, our research and development plans, our prospective products or product approvals, our beliefs with respect to the sufficiency of our cash resources, our plans with respect to funding operations, projected expense levels, and the outcome of contingencies.

     Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially from those set forth in forward-looking statements. The uncertainties that may cause differences include, but are not limited to: the Company’s history of losses, anticipated continuing losses and uncertainty of future revenues or profitability; the early stage of product development; uncertainties as to the future success of ongoing and planned clinical trials; the unproven safety and efficacy of products under development; the sufficiency of the Company’s existing capital resources; the possible need for additional funds; uncertainty of future funding; the Company’s dependence on others for much of the clinical development of its product candidates under development, as well as for obtaining regulatory approvals and conducting manufacturing and marketing of any product candidates that might successfully reach the end of the development process; the impact of government regulations, health care reform and managed care; competition from other companies and other institutions pursuing the same, alternative or superior technologies; the risk of technological obsolescence; uncertainties related to the Company’s ability to obtain adequate patent and other intellectual property protection for its proprietary technology and product candidates; dependence on officers, directors and other individuals; and risks related to product liability exposure.

     We will not update forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. You are advised to consult any further disclosures we make in our reports to the Securities and Exchange Commission, including our Form10-Q, 8-K and 10-K reports. Our filings list various important factors that could cause actual results to differ materially from expected results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

2

INDEX

	Page
	No.
PART I—FINANCIAL INFORMATION		4
Item 1. Unaudited Financial Statements		4
Condensed Balance Sheets		4
Condensed Statements of Operations		5
Condensed Statements of Cash Flows		6
Notes to Condensed Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3. Quantitative and Qualitative Disclosures about Market Risk		13
Item 4. Controls and Procedures		14
PART II—OTHER INFORMATION		15
Item 1. Legal Proceedings		15
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3. Defaults upon Senior Securities		15
Item 4. Submission of Matters to a Vote of Security Holders		15
Item 5. Other Information		15
Item 6. Exhibits		15
SIGNATURES		16
Ex-10.35 Lease Modification Agreement No. 2
Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO & CFO

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements—Unaudited

OXiGENE, Inc.

Condensed Balance Sheets

(All amounts in thousands, except per share data)
(Unaudited)

	March 31, 2006			December 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	26,663		$	32,344
Available-for-sale securities		27,271			23,355
Prepaid expenses and other current assets		447			256
Total current assets		54,381			55,955
Furniture and fixtures, equipment and leasehold improvements		1,114			1,054
Accumulated depreciation		(934	)		(919	)
		180			135
Available-for-sale securities — long term		1,457			3,156
License agreements, net of accumulated amortization of $650 and $626 at March 31, 2006 and December 31, 2005, respectively		849			873
Deposits		144			149
Total assets	$	57,011		$	60,268
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	392		$	693
Accrued research and development		1,916			1,719
Accrued other		1,038			1,322
Total current liabilities		3,346			3,734
Commitments and contingencies
Stockholders’ equity:
Common Stock, $.01 par value, 100,000 shares authorized; 28,037 shares at March 31, 2006 and December 31, 2005, issued and outstanding		280			280
Additional paid-in capital		158,961			160,885
Accumulated deficit		(105,291	)		(101,955	)
Accumulated other comprehensive loss		(96	)		(85	)
Notes receivable		(189	)		(187	)
Deferred compensation		—			(2,404	)
Total stockholders’ equity		53,665			56,534
Total liabilities and stockholders’ equity	$	57,011		$	60,268

See accompanying notes.

4

OXiGENE, Inc.

Condensed Statements of Operations

(All amounts in thousands, except per share data)
(Unaudited)

	Three months ended
	March 31,
	2006			2005
Costs and expenses:
Research and development (1)	$	2,321		$	1,217
General and administrative (1)		1,621			997
Total costs and expenses		3,942			2,214
Operating loss		(3,942	)		(2,214	)
Investment income		612			181
Other income (expense), net		(6	)		5
Net loss	$	(3,336	)	$	(2,028	)
Basic and diluted net loss per common share	$	(0.12	)	$	(0.12	)
Weighted average number of common shares outstanding		27,517			17,604
(1) Includes share-based compensation expense as follows:
Research and development	$	131		$	(7	)
General and administrative		349			—
Total share-based compensation expense	$	480		$	(7	)

See accompanying notes.

5

OXiGENE, Inc.

Condensed Statements of Cash Flows

(All amounts in thousands)
(Unaudited)

	Three months ended
	March 31,
	2006			2005
Operating activities:
Net loss	$	(3,336	)	$	(2,028	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		15			8
Share-based compensation		480			(7	)
Amortization of licensing agreement		24			24
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(191	)		(131	)
Accounts payable and accrued expenses		(388	)		162
Net cash used in operating activities		(3,396	)		(1,972	)
Investing activities:
Purchase of available-for-sale securities		(12,876	)		—
Proceeds from sale of available-for-sale securities		10,646			5,949
Purchase of furniture, fixtures and equipment		(60	)		(5	)
Deposits		5			—
Net cash provided by (used in) investing activities		(2,285	)		5,944
Financing activities:
Proceeds from the issuance of common stock		—			13,745
Payment of notes receivable and related interest		—			58
Net cash provided by financing activities		—			13,803
Net increase/(decrease) in cash and cash equivalents		(5,681	)		17,775
Cash and cash equivalents at beginning of period		32,344			15,988
Cash and cash equivalents at end of period	$	26,663		$	33,763

See accompanying notes.

6

OXiGENE, Inc.

Notes to Condensed Financial Statements

March 31, 2006
(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

     The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.

     The condensed balance sheet at December 31, 2005 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Annual Report on Form 10-K for OXiGENE, Inc. (the “Company”) for the year ended December 31, 2005, which can be found at www.oxigene.com.

Revenue Recognition

     Revenue is deemed earned when all of the following have occurred: all obligations of the Company relating to the revenue have been met and the earnings process is complete; the amounts received or receivable are not refundable irrespective of the research results; and there are neither future obligations nor future milestones to be met by the Company with respect to such revenue.

     Collaboration revenues are earned based upon research expenses incurred and milestones achieved. Revenue from non-refundable payments received upon initiation of contracts are deferred and amortized over the period in which the Company is obligated to participate on a continuing and substantial basis in the research and development activities outlined in each contract. Amounts received in advance of reimbursable expenses are recorded as deferred revenue until the related expenses are incurred. Milestone payments are recognized as revenue in the period in which the parties agree that the milestone has been achieved and no further obligation is deemed to exist.

Available-for-Sale Securities

     In accordance with the Company’s investment policy, surplus cash is invested primarily in investment-grade corporate bonds, commercial paper, U.S. government agency and debt securities, asset backed securities and certificates of deposit. In accordance with Statement of Financial Accounting Standards No. 115 (“SFAS 115”), “Accounting for Certain Investments in Debt and Equity Securities”, the Company separately discloses cash and cash equivalents from investments in marketable securities. The Company designates its marketable securities as available-for-sale securities. Available-for-sale securities are carried at fair value with the unrealized gains and losses, net of tax, if any, reported as accumulated other comprehensive income (loss) in stockholders’ equity. The Company reviews the status of the unrealized gains and losses of its available-for-sale marketable securities on a regular basis. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in investment income. Interest and dividends on securities classified as available-for-sale are included in investment income. Securities in an unrealized loss position deemed not to be other-than-temporarily impaired, due to the Company’s positive intent and ability to hold the securities until anticipated recovery, with maturation greater than twelve months are classified as long term assets.

     The Company’s investment objectives are to preserve principal, maintain a high degree of liquidity to meet operating needs and obtain competitive returns subject to prevailing market conditions. The Company assesses the market risk of its investments on an ongoing basis so as to avert risk of loss. The Company assesses the market risk of its investments by continuously monitoring the market prices of its investments and related rates of return, continuously looking for the safest, most risk-averse investments that will yield the highest rates of return in their category.

     The following is a summary of the fair values of available-for-sale securities: (Amounts in thousands)

	March 31,		December 31,
	2006		2005
Current
Government bonds and notes
Maturing in less than 2 years	$	4,448	$	3,781
Corporate bonds
Maturing in less than 2 years		5,434		4,778
Maturing in 2 to 4 years		1,199		1,203
Subtotal corporate bonds		6,633		5,981
Commercial Paper		12,939		9,333
Asset backed securities		2,253		3,260
Certificates of deposit		998		1,000
Subtotal current available-for-sale securities		27,271		23,355
Long Term
Government bonds and notes
Maturing in less than 2 years		974		1,472
Corporate bonds
Maturing in less than 2 years		483		1,684
Subtotal long term available-for-sale securities		1,457		3,156
Total available-for-sale securities	$	28,728	$	26,511

7

     As of March 31, 2006, a majority of the Company’s remaining available-for-sale securities are in an unrealized loss position of approximately $96,000, primarily attributable to increases in short to medium term interest rates. The Company has determined that these unrealized losses are temporary, after taking into consideration its current cash and cash equivalent balances and its expected cash requirements over the next two years.

Accrued Research and Development

      The Company charges all research and development expenses, both internal and external costs, to operations as incurred. The Company’s research and development costs represent expenses incurred from the engagement of outside professional service organizations, product manufacturers and consultants associated with the development of our potential product candidates. The Company recognizes expense associated with these arrangements based on the completion of activities as specified in the applicable contracts. Costs incurred under fixed fee contracts are accrued ratably over the contract period absent any knowledge that the services will be performed other than ratably. Costs incurred under contracts with clinical trial sites and principal investigators are generally accrued on a patient-treated basis consistent with the terms outlined in the contract. In determining costs incurred on some of these programs, the Company takes into consideration a number of factors, including estimates and input provided by internal program managers. Upon termination of such contracts, the Company is normally only liable for costs incurred or committed to date. As a result, accrued research and development expenses represent the Company’s estimated contractual liability to outside service providers at any relevant times.

Net Loss Per Share

      Basic and diluted net loss per share were calculated in accordance with the provisions of Statement of Financial Accounting Standards No. 128, Earnings Per Share, by dividing the net loss per share by the weighted-average number of common shares outstanding. Diluted net loss per share includes the effect of all dilutive, potentially issuable common equivalent shares as defined using the treasury stock method. All of the Company’s common stock equivalents are antidilutive due to the Company’s net loss position for all periods presented. Common stock equivalents of 2,341,000 and 2,108,000 at March 31, 2006, and 2005, respectively, were excluded from the calculation of weighted average shares for diluted loss per share.

Share-based Compensation

      Effective January 1, 2006, we adopted SFAS 123R, “Share-Based Payment,” which requires the expense recognition of the estimated fair value of all share-based payments issued to employees. For the periods prior to the adoption of SFAS 123R, the Company had elected to follow Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees,” (APB 25) and related interpretations in accounting for share-based payments. The Company had elected the disclosure-only alternative under SFAS 123, “Accounting for Stock-Based Compensation.” Accordingly, when options granted to employees had an exercise price equal to the market value of the stock on the date of grant, no compensation expense was recognized. For the three months ended March 31, 2006, we recorded approximately $315,000 of expense associated with share-based payments, which would not have been recorded prior to the adoption of SFAS 123R. As a result of the adoption of 123R, net loss for the three months ended March 31, 2006 was $315,000 higher, than if the Company had continued to account for the share-based compensation under APB 25. Basic and diluted net loss per share for the three months ended March 31, 2006 was $.01 lower as a result of the adoption of SFAS 123R.

      The Company adopted SFAS 123R under the modified prospective method. Under this method, beginning January 1, 2006, the Company recognizes compensation cost for all share-based payments to employees (1) granted prior to but not yet vested as of January 1, 2006 and (2) granted subsequent to January 1, 2006 based on the grant date estimate of fair value for those awards. Prior period financial information has not been restated.

      The following table illustrates the effect on net loss and loss per share as if the Company had applied the fair value recognition provisions of SFAS 123 to its stock-based employee compensation for the three months ended March 31, 2005.

	Three Months Ended
	March 31, 2005
	(in thousands, except per share data)
Net loss, as reported	$	(2,028	)
Add: stock-based employee compensation included in reported net loss		—
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(443	)
Pro forma net loss	$	(2,471	)
Earnings per share
Reported basic and diluted loss per share	$	(0.12	)
Pro forma basic and diluted loss per share	$	(0.14	)

Stock Incentive Plans

8

     In 1996, the Company established the 1996 Stock Incentive Plan (the “1996 Plan”). Under the 1996 Plan, certain directors, officers and employees of the Company and its subsidiary and consultants and advisors thereto were granted options to purchase shares of Common Stock of the Company. Under the terms of the 1996 Plan, “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code, “nonqualified stock options” (“NQSOs”) and stock appreciation rights (“SARs”) could be granted. A maximum of 2,500,000 shares was authorized to be issued under the 1996 Plan. Vesting for awards granted under the 1996 Plan ranges from one to four years from the date of grant. No further grants are permitted under this plan.

     In July 2005, the stockholders approved the 2005 Stock Plan at the Company’s Annual Meeting of stockholders. Under the 2005 Stock Plan, eligible employees, directors and consultants of the Company may be granted shares of common stock of the Company, stock-based awards and/or incentive or non-qualified stock options. Stock options granted under this plan have a 10-year contractual term. The 2005 Plan is administered by the Compensation Committee of the Board of Directors, which has the authority to determine to whom options may be granted, the period of exercise and what other restrictions, if any, should apply. Vesting for the awards granted under the 2005 Plan is principally over four years from the date of grant, with 25% of the awards vesting each year. The Company initially reserved 2,500,000 shares of its common stock for issuance under the 2005 Plan, plus the amount of shares of Common Stock subject to awards under the Company’s 1996 Plan which became unissued after adoption of the 2005 Plan upon the cancellation, surrender or termination of such award.

     Compensation cost associated with options issued from the 1996 and 2005 Plans was approximately $315,000 and $0 for the periods ended March 31, 2006 and March 31, 2005, respectively. The stock options were valued using the Black-Scholes method of valuation, and the resulting fair value is recorded as compensation cost on a straight-line basis over the option vesting period. During the three month period ended March 31, 2006 no options were granted, and as such, no assumptions were used to calculate a fair value.

	Three
	Months
	Ended
	March 31,
	2005
Risk free interest rate		3.72	%
Expected life	4 years
Expected volatility		131	%
Dividend yield		0.00	%

     A summary of the stock option activity under the 1996 and 2005 Plans for the three months ended March 31, 2006 is as follows:

						Weighted Average
				Weighted Average		Remaining Contractual			Aggregate
	Shares			Exercise Price		Life			Intrinsic Value
	(in thousands)					(years)			(in thousands)
Options outstanding at December 31, 2005		1,672		$	6.31
Granted		—			—
Exercised		—			—
Forfeited or expired		(1	)		6.39
Options outstanding at March 31, 2006		1,671			6.31		7.29	$		870
Options exercisable at March 31, 2006		1,125			6.19		6.84			822

     The weighted average grant date fair value of options granted during the three months ended March 31, 2005 was $4.25. The total intrinsic value of options exercised during the three months ended March 31, 2005 was approximately $4,000. As of March 31, 2006, there was approximately $1,930,000 of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over a weighted average period of 2.1 years. The total fair value of stock options that vested during the three months ended March 31, 2006 and 2005 was approximately $18,000 and $579,000, respectively.

     In the third quarter of 2005, the Company awarded a total of 520,000 shares of restricted common stock pursuant to the Company’s 2005 Stock Plan. These shares have full voting rights and are eligible to receive dividends should they be declared. The restricted stock agreements contain lapsing repurchase rights under which a portion of the shares granted would be forfeited to the Company should the director or officer no longer serve in his capacity as a director or officer prior to the end of the four year vesting term. In October 2005, the Company canceled 480,000 of these awards and immediately granted those directors and officers of the Company 480,000 shares of replacement restricted stock under the provisions of the Company’s 2005 Stock Plan, in order to avail the participants of the ability to make a tax election under Section
83(b) of the Internal Revenue Code of 1986, as amended. The terms of the replacement awards are similar to those of the original awards. The replacement grant resulted in a new measurement date for those awards.

     The restricted stock awards were valued based on the closing price of the Company’s common stock on the date of grant, and compensation expense is recorded on a straight-line basis over the restricted share vesting period. As of March 31, 2006, the Company had 520,000 restricted shares outstanding. The Company recorded expense of approximately $160,000 related to restricted stock awards in the three months ended March 31, 2006. As of March 31, 2006, there was approximately $2,233,000 of unrecognized compensation expense related to restricted stock awards that will be recognized as expense over a weighted average period of 3.5 years. None of the restricted stock awards were vested at March 31, 2006. The weighted average fair value of the restricted shares was $5.18 on the date of grant.

     In June 2003, the Company issued five-year warrants in connection with a private placement with three large institutional investors. As of March 31, 2006, there were 150,000 warrants outstanding and exercisable, which expire in 2.2 years. The weighted average exercise price of the outstanding and exercisable warrants was $12.00 at March 31, 2006.

9

Comprehensive Income (Loss)

      Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (“SFAS 130”), establishes rules for the reporting and display of comprehensive income (loss) and its components and requires unrealized gains or losses on the Company’s available-for-sale securities and the foreign currency translation adjustments to be included in other comprehensive income (loss).

      Accumulated other comprehensive loss consisted of an unrealized loss on available-for-sale securities of $96,000 at March 31, 2006 and $85,000 at December 31, 2005.

      A reconciliation of comprehensive loss is as follows:

	Three Months Ended March 31,
	2006			2005
Net loss as reported	$	(3,336	)	$	(2,028	)
Unrealized gain (loss)		(11	)		(28	)
Comprehensive loss	$	(3,347	)	$	(2,056	)

2. Stockholders’ Equity

     In March 2005, the Company received gross proceeds of approximately $15,000,000 from the sale of 3,336,117 shares of its Common Stock and net proceeds of approximately $13,719,000 after the deduction of fees and expenses, pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission in October 2003, allowing it to sell up to $50,000,000 of its Common Stock, debt securities and/or warrants to purchase its securities (the “2003 Shelf Registration”).

     In December 2005, the Company received gross proceeds of approximately $27,284,000 from the sale of 7,475,000 shares of its Common Stock and net proceeds of approximately $25,205,000 after the deduction of fees and expenses, pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission in September 2005, allowing it to sell up to $75,000,000 of its Common Stock, debt securities and/or warrants to purchase its securities. This registration statement, which became effective on October 6, 2005, replaced the 2003 Shelf Registration.

3. License agreement

     In August 1999, we entered into an exclusive license for the commercial development, use and sale of products or services covered by certain patent rights owned by Arizona State University. This agreement was subsequently amended in June 2002. From the inception of the agreement through March 31, 2006, we have paid a total of $2,200,000 in connection with the license. The agreement provides for additional payments in connection with the license arrangement upon the initiation of certain clinic trials or the completion of certain regulatory approvals, which payments could be accelerated upon the achievement of certain financial milestones, as defined in the agreement. In the three months ended March 31, 2006 we recognized a research and development charge of $100,000 payable to ASU in the second quarter of 2006 in accordance with the terms of the agreement. The license agreement also provides for additional payments upon our election to develop certain additional compounds, as defined in the agreement. Future milestone payments under the agreement could total an additional $400,000. We are also required to pay royalties on future net sales of products associated with these patent rights.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     Our Management’s Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2006 and 2005 should be read in conjunction with the sections of our audited consolidated financial statements and notes thereto, as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in our Annual Report on Form 10-K for the year ended December 31, 2005.

Overview

     We were incorporated in 1988 in the state of New York and reincorporated in 1992 in the state of Delaware, and are a biopharmaceutical company developing novel small-molecule therapeutics to treat cancer and certain eye diseases. Our focus is the development and commercialization of drug candidates that selectively disrupt abnormal blood vessels associated with solid tumor progression and visual impairment. Currently, we have two lead therapeutic product candidates in various stages of clinical development, as well as additional compounds that we are evaluating in preclinical studies.

     Our primary drug development programs are based on a series of natural products called Combretastatins, which were originally isolated from the African bush willow tree (Combretum caffrum) by researchers at Arizona State University, or ASU. ASU has granted us an exclusive, worldwide, royalty-bearing license with respect to the commercial rights to particular Combretastatins. Through in vitro and in vivo testing, it has been established that certain Combretastatins selectively disrupt the function of newly formed abnormal blood vessels associated with solid cancers and have a similar effect on abnormal blood vessels associated with certain diseases of the eye. We have developed two distinct technologies that are based on Combretastatins. We refer to the first technology as vascular disrupting agents, or VDAs. We are currently developing VDAs for indications in both oncology and ophthalmology. We refer to the second technology as ortho-quinone prodrugs, or OQPs. We are currently developing OQPs for indications in oncology.

     Currently, we do not have any products available for sale. The only source of potential revenue at this time is from a license to a third party of our formerly owned Nicoplex and Thiol test technology. Revenue in connection with this license arrangement is earned based on sales of products or services utilizing this technology. Revenue from this license agreement is recognized when payments are received due to the uncertainty of the timing of sales of products or services. Future revenues, if any, from this license agreement are expected to be minimal. We do not expect to generate material revenue or fee income in the foreseeable future unless we enter into a major licensing arrangement.

     We are committed to a disciplined financial strategy and as such maintain a limited employee and facilities base, with development, scientific, finance and administrative functions, which include, among other things, product development, regulatory oversight and clinical testing, managed from our Waltham, Massachusetts headquarters. Our research and development team members typically work on a number of development projects concurrently. Accordingly, we do not separately track the costs for each of these research and development projects to enable separate disclosure of these costs on a project-by-project basis. We conduct substantial scientific activities pursuant to collaborative arrangements with universities. Regulatory and clinical testing functions are generally contracted out to third-party, specialty organizations.

     Our failure to successfully complete human clinical trials, develop and market products over the next several years, or to realize product revenues, would materially adversely affect our business, financial condition and results of operations. Royalties or other revenue generated by us from commercial sales of our potential products are not expected for several years, if at all.

     We have generated a cumulative net loss of approximately $105,291,000 for the period from our inception through March 31, 2006. We expect to incur significant additional operating losses over at least the next several years, principally as a result of our continuing clinical trials and anticipated research and development expenditures. The principal source of our working capital has been the proceeds of private and public equity financing and the exercise of warrants and stock options; we currently have no material amount of licensing or other fee income. As of March 31, 2006, we had no long-term debt or loans payable.

Results of Operations

Revenues

Three Months Ended March 31, 2006 and 2005

     No license revenues were reported for the three months ended March 31, 2006 and March 31, 2005.

Costs and expenses

Three Months Ended March 31, 2006 and 2005

     Total costs and expenses for the three months ended March 31, 2006 and 2005 amounted to approximately $3,942,000 and $2,214,000, respectively.

     Research and development expenses were approximately $2,321,000 during the three months ended March 31, 2006, compared to approximately $1,217,000 for the comparable 2005 period, an increase of $1,104,000, or 91%. The increase is primarily attributable to an increase in the direct program spending with third-party service providers and consultants of $777,000 and expenditure on additional headcount to support our ongoing and anticipated clinical trials in oncology and ophthalmology of approximately $325,000, which includes approximately $131,000 related to stock option and restricted stock compensation expense. In addition, included in research and development expense is a charge in accordance with the terms of our license agreement with Arizona State University of $100,000 and $200,000 for the three months ended March 31, 2006 and 2005, respectively. The terms of our agreement with ASU provide for the payment of amounts in connection with certain patent rights upon the achievement of certain milestones and events as described in the agreement. The agreement provides for additional payments, totaling $400,000, in future periods based upon the achievement of certain milestones and events as described in the agreement. We anticipate research and development expenses to continue to increase as compared to the previous year as we enter into additional and later-stage trials during 2006.

     General and administrative expenses for the three months ended March 31, 2006 increased to approximately $1,621,000 from $997,000 for the comparable 2005 period. The increase of approximately $624,000, or 63%, was primarily attributable to additional headcount, compensation and other employee related expenses of approximately $469,000, which includes approximately $349,000 relating to stock option and restricted stock compensation expense, increased general corporate costs of approximately $95,000 and an increase in administrative expenses of approximately $60,000. We have added additional space, management and staffing in the support and management of our increased activities for both our current and anticipated development programs. As such, we anticipate general and administrative expenses to trend higher than the comparable periods in 2005.

Other income and expenses

     Investment income increased to approximately $612,000 in the three-month period ended March 31, 2006, compared to approximately $181,000 in the three-month period ended March 31, 2005, an increase of approximately $431,000, or 238%. The increase was due primarily to higher average cash, cash equivalents and

11

marketable securities balances and higher average yields on our cash and cash equivalents and available-for-sale securities balances in the 2006 period.

Liquidity and Capital Resources

     We have experienced net losses and negative cash flow from operations each year since our inception, except in fiscal 2000. As of March 31, 2006, we had an accumulated deficit of approximately $105,291,000. We expect to incur expenses, resulting in operating losses, over the next several years due to, among other factors, our continuing clinical trials, planned future clinical trials, and other anticipated research and development activities. Our cash, cash equivalents and available-for-sale securities balance was approximately $55,391,000 at March 31, 2006, compared to approximately $58,855,000 at December 31, 2005.

     In the three-month period ended March 31, 2006, we experienced a decrease in cash and cash equivalents of $5,681,000. The decrease in cash and cash equivalents is due to cash used in investing activities of $2,285,000 and cash used in operating activities of $3,396,000.

     The net cash used in investing activities of $2,285,000 is primarily attributable to purchases of available-for-sale securities of $12,876,000 and, to a lesser extent, the purchase of furniture and equipment of $60,000, offset by the proceeds from the sale of available-for-sale securities of $10,646,000 and a decrease in deposits of $5,000.

     Cash used in operating activities of $3,396,000 is primarily attributable to the net loss of $3,336,000, an increase in prepaid expense of $191,000 and a decrease in accounts payable, accrued expense and other payables of $388,000, offset by non-cash charges totaling $519,000 of which share-based compensation totaled $480,000.

     We anticipate that our cash, cash equivalents and available-for-sale marketable securities, will be sufficient to satisfy the Company’s projected cash requirements at least through the end of fiscal 2007. Our cash requirements may vary materially from those now planned for or anticipated by management due to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to: the progress of and results of our pre-clinical testing and clinical trials of our VDAs and OQPs under development, including CA4P, our lead compound, and OXi4503; the progress of our research and development programs; the time and costs expended and required to obtain any necessary or desired regulatory approvals; the resources, if any, that we devote to developing manufacturing methods and advanced technologies; our ability to enter into licensing arrangements, including any unanticipated licensing arrangements that may be necessary to enable us to continue our development and clinical trial programs; the costs and expenses of filing, prosecuting and, if necessary, enforcing our patent claims, or defending ourselves against possible claims of infringement by us of third party patent or other technology rights; the costs of commercialization activities and arrangements, if any, undertaken by us; and, if and when approved, the demand for our products, which demand is dependent in turn on circumstances and uncertainties that cannot be fully known, understood or quantified unless and until the time of approval, for example the range of indications for which any product is granted approval.

     If our existing funds are not sufficient to continue operations, we would be required to seek additional funding and/or take other measures. If additional financing is needed, there can be no assurance that additional financing will be available on acceptable terms when needed, if at all. We have no material commitments for capital expenditures as of March 31, 2006.

     The following table presents our contractual obligations and commercial commitments as of March 31, 2006:

			Payments due by period
			(All amounts in thousands)
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Pre-clinical, chemistry and manufacturing and clinical development commitments	$	5,220	$	4,692	$	518	$	10	$	—
Operating leases		2,608		675		1,195		738		—
Total contractual cash obligations	$	7,828	$	5,367	$	1,713	$	748	$	—

     Payments under the pre-clinical, chemistry and manufacturing and clinical development contracts are based on the completion of activities as specified in the contract. The amounts in the table above assume the successful completion, by third-party contractors, of all of the activities contemplated in the agreements with such parties. In addition, not included in the operating leases above, is sublease income which is expected to total approximately $210,000, $212,000 and $89,000 for the 12 month periods ending March 31, 2007, 2008 and 2009, respectively.

     Our primary drug development programs are based on a series of natural products called Combretastatins. In August 1999, we entered into an exclusive license for the commercial development, use and sale of products or services covered by certain patent rights owned by Arizona State University. This agreement was subsequently amended in June 2002. From the inception of the agreement through March 31, 2006, we have paid a total of $2,200,000 in connection with this license. The agreement provides for additional payments in connection with the license arrangement upon the initiation of certain clinical trials or the completion of certain regulatory approvals, which payments could be accelerated upon the achievement of certain financial milestones, as defined in the agreement. In the three months ended March 31, 2006, we recognized a research and development charge of $100,000 payable to ASU in the second quarter of 2006 in accordance with the terms of the agreement. The license agreement also provides for additional payments upon our election to develop certain additional compounds, as defined in the agreement. Future milestone payments under this agreement could total up to an additional $400,000. We are also required to pay royalties on future net sales of products associated with these patent rights.

Critical Accounting Policies and Significant Judgments and Estimates

     Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments, including those related to intangible assets. We base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances, the results of which form the basis for making the judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

12

     While our significant accounting policies are more fully described in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2005 and in our financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q, we believe the following accounting policies are most critical to aid in fully understanding and evaluating our reported financial results.

         Available-for-Sale Securities

     We designate our marketable securities as available-for-sale securities. Available-for-sale securities are carried at fair value with the unrealized gains and losses, net of tax, if any, reported as accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in investment income. Interest and dividends on securities classified as available-for-sale are included in investment income.

         Accrued Research and Development

     We charge all research and development expenses, both internal and external costs, to operations as incurred. External costs consist of fees paid to consultants and other outside providers under service contracts. Costs incurred under fixed fee contracts are accrued ratably over the contract period absent any knowledge that the services will be performed other than ratably. Costs incurred under contracts to perform clinical trials are accrued on a patients-treated basis consistent with the typical terms of reimbursement. Upon termination of such contracts, we are normally only liable for costs incurred to date. As a result, accrued research and development expenses represent our estimated contractual liability to outside service providers at any of the relevant times.

         Impairment of Long-lived Assets

     On August 2, 1999, we entered into an exclusive license for the commercial development, use and sale of products or services covered by certain patent rights owned by Arizona State University. The present value of the amount payable under the license agreement has been capitalized based on a discounted cash flow model and is being amortized over the term of the agreement (approximately 15.5 years). We review this asset for impairment whenever there are indications of impairment based on an undiscounted net cash flow approach, in accordance with the Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (“SFAS 144”). If the undiscounted cash flows of an intangible asset are less than the carrying value of an intangible asset, the intangible asset is written down to the discounted cash flow value.

         Share-Based Compensation

     Effective January 1, 2006, we adopted SFAS 123R, “Share-Based Payment,” which requires the expense recognition of the estimated fair value of all share-based payments issued to employees. Prior to the adoption of SFAS 123R, we had elected to follow Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees,” (APB 25) and related interpretations in accounting for share-based payments. We had elected the disclosure-only alternative under SFAS 123, “Accounting for Stock-Based Compensation.” Accordingly, when options granted to employees had an exercise price equal to the market value of the stock on the date of grant, no compensation expense was recognized. For the three month period ended March 31, 2006, we recorded approximately $315,000 of expense associated with share-based payments, which would not have been recorded prior to the adoption of SFAS 123R.

     The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, an option pricing model is utilized to derive an estimated fair value. In calculating the estimated fair value of our stock options, we used the Black-Scholes pricing model which requires the consideration of the following six variables for purposes of estimating fair value:

• the stock option exercise price

• the expected term of the option

• the grant date price of our common stock, which is issuable upon exercise of the option,

• the expected volatility of our common stock

• the expected dividends on our common stock (we do not anticipate paying dividends for the foreseeable future), and

• the risk free interest rate for the expected option term

     Of the variables above, the selection of an expected term and expected stock price volatility are the most subjective. The specific valuation assumptions noted above would have been applied to stock options that were granted subsequent to our adoption of SFAS 123R, however, for the three month period ended March 31, 2006, we did not grant any options. The majority of the stock option expense recorded in the three month period ended March 31, 2006 relates to continued vesting of stock options that were granted prior to January 1, 2006. In accordance with the transition provisions of SFAS 123R, the grant date estimates of fair value associated with prior awards, which were also calculated using the Black-Scholes option pricing model, have not been changed. The specific valuation assumptions that were utilized for purposes of deriving an estimate of fair value at the time that prior awards were issued are as disclosed in our prior annual reports on Form 10-K, as filed with the SEC.

     Upon adoption of SFAS 123R, we were also required to estimate the level of award forfeitures expected to occur, and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested, including awards granted prior to January 1, 2006. Accordingly, we performed a historical analysis of option awards that were forfeited prior to vesting, and ultimately recorded total stock option expense that reflected this estimated forfeiture rate. In our calculation we segregated participants into two distinct groups, (1) directors and officers and (2) employees and, as such, our estimated annual forfeiture rates were calculated at 0% and 5%, respectively. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that vest. From a sensitivity perspective, had we estimated our forfeiture rate at 0% for employees the expense for the three months ended March 31, 2006 would have increased by approximately $8,000.

Tax Matters

     As of December 31, 2005, the Company had net operating loss carry-forwards of approximately $98,000,000 for U.S. income tax purposes, which will be expiring through 2025. Due to the degree of uncertainty related to the ultimate use of these loss carry-forwards, the Company has fully reserved this tax benefit. Additionally, the future utilization of the net operating loss carry-forwards is subject to limitations under the change in stock ownership rules of the Internal Revenue Service.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     At March 31, 2006, the Company did not hold any derivative financial instruments, commodity-based instruments or other long-term debt obligations. The Company has adopted an Investment Policy and maintains its investment portfolio in accordance with the Investment Policy. The primary objectives of the Investment

13

Policy are to preserve principal, maintain proper liquidity to meet operating needs and maximize yields while preserving principal. Although the Company’s investments are subject to credit risk, OXiGENE follows procedures to limit the amount of credit exposure in any single issue, issuer or type of investment. The Company’s investments are also subject to interest rate risk and will decrease in value if market interest rates increase. However, due to the conservative nature of the Company’s investments and their relatively short duration, OXiGENE believes interest rate risk is mitigated. The Company’s cash and cash equivalents are maintained in U.S. dollar accounts. Although we conduct a number of our trials and studies outside of the United States, we believe our exposure to foreign currency risk to be limited as the arrangements are in jurisdictions with relatively stable currencies.

Item 4. Controls and Procedures

     Evaluation of Disclosure Controls and Procedures.

     The Securities and Exchange Commission requires that as of the end of the period covered by this quarterly report on Form 10-Q, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) evaluate the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and report on the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we record, process, summarize and report the information we must disclose in reports that we file or submit under the Exchange Act within the time periods specified in the SEC’s rules and forms.

     Changes in Internal Control.

     There were no changes in the Company’s internal control over financial reporting, identified in connection with the evaluation of such control that occurred during the last fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     Important Considerations.

     The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

14

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes to the risk factors as described in our Annual Report Form 10-K for the year ended December 31, 2005 filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

10.35	Second Amendment to Lease by and between BP Prospect Place LLC and the Registrant, dated as of March 28, 2006.
31.1	Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OXiGENE, INC.
	(Registrant)
Date: May 3, 2006	By:	/s/ Frederick W. Driscoll
		Frederick W. Driscoll
		President and Chief Executive Officer
Date: May 3, 2006	By:	/s/ James B. Murphy
		James B. Murphy
		Vice President and Chief Financial Officer

16

EXHIBIT INDEX

Exhibit
Number	Description
10.35	Second Amendment to Lease by and between BP Prospect Place LLC and the Registrant, dated as of March 28, 2006.
31.1	Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

17

EX-10.35

                                                                   EXHIBIT 10.35

                            SECOND AMENDMENT TO LEASE

      THIS SECOND AMENDMENT TO LEASE dated as of this 28 day of March, 2006 by
and between BP PROSPECT PLACE LLC, a Delaware limited liability company (as
successor-in-interest to The Realty Associates Fund III, "Landlord") and
OXIGENE, INC., a Delaware corporation ("Tenant").

                                    RECITALS

      By Lease dated August 8, 2003 (the "Lease"), Landlord did lease to Tenant
and Tenant did hire and lease from Landlord certain premises containing 4,000
square feet of rentable floor area (the "Rentable Floor Area of the Original
Premises") on the fifth (5th) floor of the building (the "Building") known as
Prospect Place and numbered 230 Third Avenue, Waltharn, Massachusetts (referred
to in the Lease as the "Premises" and hereinafter sometimes referred to as the
"Original Premises").

      By Lease Modification Agreement No. 1 (the "First Amendment"), Landlord
and Tenant agreed to relocate the Original Premises to certain premises
containing 9,901 square feet of rentable floor area (the "Rentable Floor Area of
the Original Premises") on the sixth (6th) floor of the Building (referred to in
the First Amendment as the "Replacement Premises" and hereinafter sometimes
referred to as the "Existing Premises"),

      Tenant has determined to Lease from Landlord an additional 3,422 square
feet of rentable floor area (the "Rentable Floor Area of the Additional
Premises") located on the sixth (6th) floor of the Building, which space is
shown on Exhibit A attached hereto and made a part hereof (the "Additional
Premises").

      Landlord and Tenant are entering into this instrument to set forth said
leasing of the Additional Premises, to integrate the Additional Premises into
the Lease and to amend the Lease.

      NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration in hand this date paid by each of the parties to the
other, the receipt and sufficiency of which are hereby severally acknowledged,
and in further consideration of the mutual promises herein contained, Landlord
and Tenant hereby agree to and with each other as follows:

1.    Effective as of the Additional Premises Commencement Date (as defined in
      Section I(B) of Exhibit B to this Second Amendment), the Additional
      Premises shall constitute a part of the "Premises" demised to Tenant under
      the Lease, so that the Premises (as defined in Section 1.2 of the Lease)
      shall include both the Existing Premises and the Additional Premises and
      shall contain a total of 13,323 square feet of rentable floor area. By way
      of example the option to extend the Term of the Lease provided in Section
      27 of the Lease

                                      -1-



      shall apply to both the Existing Premises and the Additional Premises
      collectively but not to either space independently.

2.    Effective as of the Additional Premises Commencement Date, the following
      definitions set forth in Article 1 of the Lease (as amended by Section 2
      of the First Amendment) shall be deemed amended as follows:

PREMISES:                     A portion of the sixth (6th) floor of the
                              Building, as shown on Exhibit A attached to this
                              Second Amendment

RENTABLE FLOOR AREA OF
THE PREMISES:                 Agreed to be 13,323 rentable square feet.

TERM:                         (i) As to the Existing Premises, a period
                              beginning on September 2, 2005 and ending on
                              May 31, 2009, unless extended or sooner terminated
                              as provided in the Lease.

                              (ii) As to the Additional Premises, a period
                              beginning on the Additional Premises Commencement
                              Date and ending on May 31, 2009, unless extended
                              or sooner terminated as provided in the Lease.

TENANT'S SHARE:               4.55%

EXISTING PREMISES OPERATING
COST BASE YEAR:               Calendar Year 2005

ADDITIONAL PREMISES OPERATING Calendar Year 2006
COST BASE YEAR:

NUMBER OF TENANT
PARKING SPACES:               Forty (40) spaces, to be used in common and on an
                              unassigned basis.

3.    (A)   Base Rent for the Existing Premises shall continue to be payable as
      set forth in the Lease as amended by the First Amendment.

      (B)   Commencing on the Additional Premises Commencement Date and
      continuing through the expiration or earlier termination of the Term, Base
      Rent for the Additional Premises shall be payable as follows:

                                      -2-



      (i)   For the period commencing on the Additional Premises Commencement
            Date and ending on the end of the last day of the twelfth (12th )
            full calendar month immediately following the Additional Premises
            Commencement Date, at the annual rate of $110,359.50 (being the
            product of (x) $32.25 and (y) the Rentable Floor Area of the
            Additional Premises (being 3,422 square feet)).

      (ii)  For the period commencing on the first day of the thirteenth (13th)
            full calendar month immediately following the Additional Premises
            Commencement Date and ending on the end of the last day of the
            twenty-fourth (24th) full calendar month immediately following the
            Additional Premises Commencement Date, at the annual rate of
            $113,781.50 (being the product of (x) $33.25 and (y) the Rentable
            Floor Area of the Additional Premises).

      (iii) For the period commencing on the first day of the twenty-fifth
            (25th) full calendar month immediately following the Additional
            Premises Commencement Date and ending on May 31, 2009, at the annual
            rate of $117,203.50 (being the product of (x) $34.25 and (y) the
            Rentable Floor Area of the Additional Premises).

      (C) Base Rent for the Premises during any extension option period (if
      exercised) shall be payable as set forth in Section 27 of the Lease.

4.    The work to be performed by Landlord in order to prepare the Additional
      Premises for Tenant's use and occupancy shall be undertaken in accordance
      with the terms and provisions set forth in Exhibit B attached hereto and
      incorporated herein by reference.

5.    (A) Tenant warrants and represents that Tenant has not dealt with any
      broker in connection with the consummation of this Second Amendment other
      than CB Richard Ellis (the "Broker") and in the event any claim is made
      against Landlord relative to dealings by Tenant with brokers, Tenant shall
      defend the claim against Landlord with counsel of Tenant's selection first
      approved by Landlord (which approval will not be unreasonably withheld)
      and save harmless and indemnify Landlord on account of loss, cost or
      damage which may arise by reason of such claim.

      (B) Landlord warrants and represents that Landlord has not dealt with any
      broker in connection with the consummation of this Second Amendment other
      than the Broker and in the event any claim is made against Tenant relative
      to dealings by Landlord with brokers, Landlord shall defend the claim
      against Tenant with counsel of Landlord's selection first approved by
      Tenant (which approval will not be unreasonably withheld) and save
      harmless and indemnify Tenant on account of loss, cost or damage which may
      arise by reason of such claim.

6.    In no event shall Tenant have the right to terminate or cancel the Lease
      or to withhold rent or to set-off any claim or damages against rent as a
      result of any default by Landlord

                                      -3-



      or breach by Landlord of its covenants or warranties or promises under the
      Lease, except in the case of a wrongful eviction of Tenant from the
      demised premises (constructive or actual) by Landlord continuing after
      notice to Landlord thereof and a reasonable opportunity for Landlord to
      cure the same. Further, the Tenant shall not assert any right to deduct
      the cost of repairs or any monetary claim against the Landlord from rent
      thereafter due and payable, but shall look solely to the Landlord for
      satisfaction of such claim.

7.    As an inducement to Landlord to enter into this Second Amendment, Tenant
      hereby represents and warrants that: (i) Tenant is not, nor is it owned or
      controlled directly or indirectly by, any person, group, entity or nation
      named on any list issued by the Office of Foreign Assets Control of the
      United States Department of the Treasury ("OFAC") pursuant to Executive
      Order 13224 or any similar list or any law, order, rule or regulation or
      any Executive Order of the President of the United States as a terrorist,
      "Specially Designated National and Blocked Person" or other banned or
      blocked person (any such person, group, entity or nation being hereinafter
      referred to as a "Prohibited Person"); (ii) Tenant is not (nor is it
      owned, controlled, directly or indirectly, by any person, group, entity or
      nation which is) acting directly or indirectly for or on behalf of any
      Prohibited Person; and (iii) from and after the effective date of the
      above-referenced Executive Order, Tenant (and any person, group, or entity
      which Tenant controls, directly or indirectly) has not conducted nor will
      conduct business nor has engaged nor will engage in any transaction or
      dealing with any Prohibited Person in violation of the U.S. Patriot Act or
      any OFAC rule or regulation, including without limitation any assignment
      of the Lease or any subletting of all or any portion of the Premises or
      the making or receiving of any contribution of funds, goods or services to
      or for the benefit of a Prohibited Person in violation of the U.S. Patriot
      Act or any OFAC rule or regulation. In connection with the foregoing, it
      is expressly understood and agreed that (x) any breach by Tenant of the
      foregoing representations and warranties shall be deemed an immediate
      Event of Default by Tenant under Section 13.1(f) of the Lease (without the
      benefit of notice or grace) and shall be covered by the indemnity
      provisions of Section 21 of the Lease, and (y) the representations and
      warranties contained in this subsection shall be continuing in nature and
      shall survive the expiration or earlier termination of the Lease.

8.    Except as otherwise expressly provided herein, all capitalized terms used
      herein without definition shall have the same meanings as are set forth in
      the Lease.

9.    Except as herein amended the Lease shall remain unchanged and in full
      force and effect. All references to the "Lease" shall be deemed to be
      references to the Lease as amended by the First Amendment and as herein
      amended.

                                      -4-



      EXECUTED as a sealed instrument as of the date and year first above
written.

WITNESS:                          LANDLORD:

[ILLEGIBLE]                          BP PROSPECT PLACE LLC

                                     By: Boston Properties Limited
                                         Partnership, its sole member

                                         By: Boston Properties, Inc., its
                                             general partner

                                         By: /s/ David C. Proyost
                                             -------------------------------
                                         Name:  David C. Proyost
                                         Title: Senior Vice President
                                                Boston Properties

                                         TENANT:

                                         OXIGENE, INC.

                                         By: /s/ Frederick Driscoll
                                             -------------------------------
                                         Name:  FREDERICK DRISCOLL
                                         Title: President or Vice President
                                                 (Hereto duly authorized)



                                         By: /s/ James Murphy
                                             -----------------------------------
                                         Name: JAMES MURPHY
                                         Title: Treasurer or Assistant Treasurer

                                      -5-



                                    EXHIBIT A

                                      [MAP]



                                    EXHIBIT B

                                 Landlord's Work

I.    Substantial Completion

      (A)   Plans and Construction Process.

            (1)   Landlord's Work. Landlord shall perform the work shown on the
                  plans (the "Plans") listed on Exhibit B-l annexed hereto
                  ("Landlord's Work"); provided, however, that Landlord shall
                  have no responsibility for the installation or connection of
                  Tenant's computer, telephone, other communication equipment,
                  systems or wiring. Any items of work requested by Tenant and
                  not shown on the Plans shall be deemed to be Change
                  Proposal(s) (as defined below) and shall be subject to the
                  terms and provisions of subsection (2) below.

            (2)   Change Orders. Tenant shall have the right, in accordance
                  herewith, to submit for Landlord's approval change proposals
                  with respect to items of work not shown on the Plans (each, a
                  "Change Proposal"). Landlord agrees to respond to any such
                  Change Proposal within such time as is reasonably necessary
                  (taking into consideration the information contained in such
                  Change Proposal) after the submission thereof by Tenant,
                  advising Tenant of any anticipated increase in costs (which
                  costs shall include a construction management fee equal to six
                  percent (6%) of the Change Proposal) ("Change Order Costs")
                  associated with such Change Proposal, as well as an estimate
                  of any delay which would likely result in the completion of
                  the Landlord's Work if a Change Proposal is made pursuant
                  thereto ("Landlord's Change Order Response"), Tenant shall
                  have the right to then approve or withdraw such Change
                  Proposal within five (5) days after receipt of Landlord's
                  Change Order Response. If Tenant fails to respond to
                  Landlord's Change Order Response within such five (5) day
                  period, such Change Proposal shall be deemed withdrawn. If
                  Tenant approves Landlord's Change Order Response, then such
                  Change Proposal shall be deemed a "Change Order" hereunder and
                  if the Change Order is made, then the Change Order Costs
                  associated with the Change Order shall be deemed additions to
                  the Tenant Plan Excess Costs and shall be paid in the same
                  manner as Tenant Plan Excess Costs are paid as set forth in
                  Section IV below.

            (3)   Tenant Response to Requests for Information and Approvals.
                  Except to the extent that another time period is expressly
                  herein set forth, Tenant shall respond to any request from
                  Landlord, Landlord's architect and/or Landlord's contractor
                  for approvals or information in connection with Landlord's
                  Work, within four (4) business days of Tenant's receipt of
                  such request. In addition, Tenant shall, within two (2)
                  business days after

                                      -7-



                  receipt thereof from Landlord, execute and deliver to Landlord
                  any affidavits and documentation required in order to obtain
                  all permits and approvals necessary for Landlord to commence
                  and complete Landlord's Work on a timely basis ("Permit
                  Documentation").

            (4)   Time of the Essence. Time is of the essence in connection with
                  Tenant's obligations under this Section I.

      (B)   Substantial Completion: Tenant Delay.

            (1)   Landlord's Obligations. Subject to delays due to Tenant Delays
                  (as defined in subsection (C) below) and delays due to
                  Landlord's Force Majeure (as hereinafter defined), Landlord
                  shall use reasonable speed and diligence to have the
                  Landlord's Work substantially completed on or before May 22,
                  2006, but Tenant shall have no claim against Landlord for
                  failure so to complete construction of Landlord's Work in the
                  Additional Premises, except for the right to terminate the
                  Lease solely with respect to the Additional Premises (but not
                  with respect to the Existing Premises), without further
                  liability to either party, in accordance with the provisions
                  hereinafter specified in Section II below. When used herein,
                  "Landlord's Force Majeure" shall mean any prevention, delay or
                  stoppage due to governmental regulation, strikes, lockouts,
                  acts of God, acts of war, terrorists acts, civil commotions,
                  unusual scarcity of or inability to obtain labor or materials,
                  labor difficulties, casualty or other causes reasonably beyond
                  Landlord's control or attributable to Tenant's action or
                  inaction.

            (2)   Definition of Substantial Completion. The Additional Premises
                  shall be treated as having been substantially completed and
                  ready for Tenant's occupancy and the Additional Premises
                  Commencement Date shall be deemed to have occurred on the
                  later of:

                        (a)   The date on which Landlord's Work, together with
                              common facilities for access and services to the
                              Additional Premises, has been completed (or would
                              have been completed except for Tenant Delay)
                              except for items of work and adjustment of
                              equipment and fixtures which can be completed
                              after occupancy has been taken without causing
                              substantial interference with Tenant's use of the
                              Additional Premises (i.e. so-called "punch list"
                              items), or

                        (b)   The date when permission has been obtained from
                              the applicable governmental authority, to the
                              extent required by law, for occupancy by Tenant of
                              the Additional Premises for the Permitted Use,
                              unless the failure to obtain such permission is
                              due to a Tenant Delay.

                                      -8-


                  In The event of any dispute as to the date on which Landlord's
                  Work has been completed, the reasonable determination of
                  Landlord's architect as to such date shall be deemed
                  conclusive and binding on both Landlord and Tenant.

            (3)   Incomplete Work. Landlord shall complete as soon as conditions
                  practically permit any incomplete items of Landlord's Work,
                  and Tenant shall cooperate with Landlord in providing access
                  as may be required to complete such work in a normal manner.

            (4)   Early Access by Tenant. Landlord shall permit Tenant access
                  for installing Tenant's trade fixtures in portions of the
                  Additional Premises prior to substantial completion when it
                  can be done without material interference with remaining work
                  or with the maintenance of harmonious labor relations. Any
                  such access by Tenant shall be upon all of the terms and
                  conditions of the Lease (other than the payment of Base Rent)
                  and shall be at Tenant's sole risk, and Landlord shall not be
                  responsible for any injury to persons or damage to property
                  resulting from such early access by Tenant.

            (5)   Prohibition on Access by Tenant Prior to Actual Substantial
                  Completion. If, prior to the date that the Additional Premises
                  are in fact actually substantially complete, the Additional
                  Premises are deemed to be substantially complete pursuant to
                  the provisions of this Section I (i.e. and the Additional
                  Premises Commencement Date has therefore occurred), Tenant
                  shall not (except with Landlord's consent) be entitled to take
                  possession of the Additional Premises for the Permitted Use
                  until the Additional Premises are in fact actually
                  substantially complete.

      (C)   Tenant Delay.

            (1)   A "Tenant Delay " shall be defined as the following:

                        (a)   Tenant's failure timely to respond to any request
                              from Landlord, Landlord's architect, Landlord's
                              contractor and/or Landlord's Construction
                              Representative or to timely provide all required
                              Permit Documentation to Landlord within the
                              applicable time periods set forth in this Exhibit
                              B;

                        (b)   Tenant's failure to pay the Tenant Plan Excess
                              Costs in accordance with Section IV below;

                        (c)   Any delay due to items of work for which there is
                              long lead time in obtaining the materials therefor
                              or which are specially or specifically
                              manufactured, produced or milled

                                      -9-



                              for the work in or to the Additional Premises and
                              require additional time for receipt or
                              installation;

                        (d)   Any delay due to changes, alterations or additions
                              required or made by Tenant with respect to items
                              not shown on the Plans including, without
                              limitation, Change Orders; or

                        (e)   Any other delays caused by Tenant, Tenant's
                              contractors, architects, engineers, or anyone else
                              engaged by Tenant in connection with the
                              preparation of the Additional Premises for
                              Tenant's occupancy, including, without limitation,
                              utility companies and other entities furnishing
                              communications, data processing or other service,
                              equipment, or furniture.

            (2)   Tenant Obligations with Respect to Tenant Delays.

                  (a)   Tenant covenants that no Tenant Delay shall delay
                        commencement of the Term or the obligation to pay Base
                        Rent or Additional Rent, regardless of the reason for
                        such Tenant Delay or whether or not it is within the
                        control of Tenant or any such employee. Landlord's Work
                        shall be deemed substantially completed as of the date
                        when Landlord's Work would have been substantially
                        completed but for any Tenant Delays, as determined by
                        Landlord in the exercise of its good faith business
                        judgment.

                  (b)   Tenant shall reimburse Landlord the amount, if any, by
                        which the cost of Landlord's Work is increased as the
                        result of any Tenant Delay.

                  (c)   Any amounts due from Tenant to Landlord under this
                        Section I(C)(2) shall be due and payable within thirty
                        (30) days of billing therefor, and shall be considered
                        to be Additional Rent. Nothing contained in this Section
                        I(C)(2) shall limit or qualify or prejudice any other
                        covenants, agreements, terms, provisions and conditions
                        contained in the Lease.

II.   Outside Completion Date

      If Landlord shall have failed substantially to complete Landlord's Work in
      the Additional Premises described in the Plans on or before August 15,
      2006 (the "Outside Completion Date") (which date shall be extended
      automatically for such periods of time as Landlord is prevented from
      proceeding with or completing the same by reason of Landlord's Force
      Majeure or any act or failure to act of Tenant which interferes with
      Landlord's construction of the Additional Premises without limiting
      Landlord's other rights on account thereof), Tenant shall have the right
      to terminate the Lease solely with respect to

                                      -10-



      the Additional Premises (but not with respect to the Existing Premises) by
      giving notice to Landlord of Tenant's desire to do so before such
      completion and within the time period from the Outside Completion Date (as
      so extended) until the date which is thirty (30) days subsequent to the
      Outside Completion Date (as so extended); and, upon the giving of such
      notice, the term of this Lease shall cease and come to an end without
      further liability or obligation on the part of either party unless, within
      thirty (30) days after receipt of such notice, Landlord substantially
      completes Landlord's Work; and such right of termination shall be Tenant's
      sole and exclusive remedy for Landlord's failure so to complete Landlord's
      Work within such time. Each day of Tenant Delay shall be deemed
      conclusively to cause an equivalent day of delay by Landlord in
      substantially completing Landlord's Work pursuant to Section I, and
      thereby automatically extend for each such equivalent day of delay the
      date of the Outside Completion Date.

III.  Performance of Work

      Except to the extent to which Tenant shall have given Landlord notice of
      respects in which Landlord has not performed Landlord's construction
      obligations under this Exhibit B not later than the third (3rd) full
      calendar month next beginning after the Additional Premises Commencement
      Date, Tenant shall be deemed conclusively to have approved Landlord's
      construction and shall have no claim that Landlord has failed to perform
      any of Landlord's obligations under this Exhibit B. Landlord agrees to
      correct or repair at its expense items which are then incomplete or do not
      conform to the work contemplated under the Plans and as to which, in
      either case, Tenant shall have given notice to Landlord, as aforesaid.

IV.   Tenant Plan Excess Costs

      Notwithstanding anything contained in this Exhibit B to the contrary, it
      is understood and agreed that Tenant shall be fully responsible for the
      costs of any items of work not shown on Exhibit B-1 hereto (the "Tenant
      Plan Excess Costs"). To the extent, if any, that there are Tenant Plan
      Excess Costs, Tenant shall pay Landlord, as Additional Rent, fifty percent
      (50%) of the Tenant Plan Excess Costs prior to the commencement of the
      Landlord's Work, with the balance of the Tenant Plan Excess Costs due upon
      substantial completion of the Landlord's Work; provided, however, that in
      the event that the Tenant Plan Excess Costs exceed $10,000,00 (the
      "Maximum Amount"), then Tenant shall pay to Landlord, as Additional Rent,
      at the time that Tenant approves any Change Order that causes the Tenant
      Plan Excess Costs to exceed the Maximum Amount, all Tenant Plan Excess
      Costs in excess of the Maximum Amount.

                                      -11-

EX-31.1

Exhibit 31.1

Certification Under Section 302

I, Frederick W. Driscoll, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OXiGENE, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

     a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2006	By:	/s/ Frederick W. Driscoll
		Frederick W. Driscoll
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Under Section 302

I, James B. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OXiGENE, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

     a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

     a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2006	By:	/s/ James B. Murphy
		James B. Murphy
		Vice President and Chief Financial Officer and Chief Accounting Officer

EX-32.1

Exhibit 32.1

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of OXiGENE, Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the three months ended March 31, 2006 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2006	By:	/s/ Frederick W. Driscoll
		Frederick W. Driscoll
		President and Chief Executive Officer
Date: May 3, 2006	By:	/s/ James B. Murphy
		James B. Murphy
		Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.