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, 2007

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	(I.R.S. Employer
incorporation or organization)	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 May 1, 2007, there were 28,424,997 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 financial 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 reports on Form 10-Q, 8-K and 10-K. 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.

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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		17
Item 4. Controls and Procedures		17
PART II—OTHER INFORMATION		18
Item 1. Legal Proceedings		18
Item 1A. Risk Factors		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3. Defaults Upon Senior Securities		18
Item 4. Submission of Matters to a Vote of Security Holders		18
Item 5. Other Information		18
Item 6. Exhibits		18
SIGNATURES		19
Ex-10.1 Employment Agreement-John Kollins
Ex-10.2 Amendment No. 1 to Employment Agreement-David Chaplin
Ex-10.3 Separation Agreement-Scott Young
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

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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, 2007			December 31, 2006
Assets
Current assets:
Cash and cash equivalents	$	21,876		$	15,687
Available-for-sale securities		20,353			29,661
Prepaid expenses		374			270
Other assets		208			371
Total current assets		42,811			45,989
Furniture and fixtures, equipment and leasehold improvements		1,255			1,248
Accumulated depreciation		(1,035	)		(1,007	)
		220			241
Available-for-sale securities – long term		—			491
License agreement, net of accumulated amortization of $748 and $724 at March 31, 2007 and December 31, 2006, respectively		752			777
Deposits		149			144
Total assets	$	43,932		$	47,642
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	673		$	683
Accrued research and development		2,112			2,603
Accrued other		1,122			936
Total current liabilities		3,907			4,222
Commitments and contingencies
Stockholders’ equity:
Common Stock, $.01 par value, 100,000 shares authorized; 28,425 shares at March 31, 2007 and 28,175 shares at December 31, 2006, issued and outstanding		284			282
Additional paid-in capital		161,109			160,569
Accumulated deficit		(121,360	)		(117,412	)
Accumulated other comprehensive loss		(8	)		(19	)
Total stockholders’ equity		40,025			43,420
Total liabilities and stockholders’ equity	$	43,932		$	47,642

See accompanying notes.

4

OXiGENE, Inc.

Condensed Statements of Operations

(All amounts in thousands, except per share data)

(Unaudited)

	Three months ended
	March 31,
	2007			2006
Operating costs and expenses: (1)
Research and development	$	2,389		$	2,321
General and administrative		2,124			1,621
Total operating costs and expenses		4,513			3,942
Loss from Operations		(4,513	)		(3,942	)
Investment income		572			612
Other expense, net		(7	)		(6	)
Net loss	$	(3,948	)	$	(3,336	)
Basic and diluted net loss per common share	$	(0.14	)	$	(0.12	)
Weighted average number of common shares outstanding		27,875			27,517

(1) Includes share-based compensation expense as follows:

Research and development	$	75	$	131
General and administrative		468		349

See accompanying notes.

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OXiGENE, Inc.

Condensed Statements of Cash Flows

(All amounts in thousands)

(Unaudited)

	Three months ended
	March 31,
	2007			2006
Operating activities:
Net loss	$	(3,948	)	$	(3,336	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		28			15
Stock-based compensation		543			480
Amortization of licensing agreement		24			24
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		59			(191	)
Accounts payable and accrued expenses		(315	)		(388	)
Net cash used in operating activities		(3,609	)		(3,396	)
Investing activities:
Purchase of available-for-sale securities		(4,515	)		(12,876	)
Proceeds from sale of available-for-sale securities		14,325			10,646
Purchase of furniture, fixtures and equipment		(7	)		(60	)
Deposits		(5	)		5
Net cash provided by (used in) investing activities		9,798			(2,285	)
Net increase (decrease) in cash and cash equivalents		6,189			(5,681	)
Cash and cash equivalents at beginning of period		15,687			32,344
Cash and cash equivalents at end of period	$	21,876		$	26,663

See accompanying notes.

6

OXiGENE, Inc.

Notes to Condensed Financial Statements

March 31, 2007

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

     The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles 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 U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

     The balance sheet at December 31, 2006 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, 2006, which can be found at www.oxigene.com.

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, 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 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.

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

	March 31, 2007		December 31, 2006
Current
Government bonds and notes
Maturing in less than 2 years	$	1,493	$	1,982
Corporate bonds
Maturing in less than 2 years		8,678		12,524
Subtotal bonds		10,171		14,506
Commercial paper		6,682		11,654
Certificates of deposit		3,500		3,501
Subtotal current available-for-sale securities	$	20,353	$	29,661
Long Term
Corporate bonds
Maturing in less than 2 years		—		491
Subtotal long term available-for-sale securities	$	—	$	491
Total available-for-sale securities	$	20,353	$	30,152

     As of March 31, 2007, two of the Company’s remaining available-for-sale securities account for the majority of the unrealized loss position totaling approximately $12,000, primarily attributable to increases in short-term to medium-term interest rates. The Company has determined that these losses are temporary, after taking into consideration the Company’s current cash and cash equivalent balances and its expected future cash requirements. At December 31, 2006, the Company determined that one floating rate note and two of its corporate bonds were judged to be other-than-temporarily impaired by approximately $9,000 and reduced their value to their fair values as of that date. As of December 31, 2006, 13 of the Company’s remaining available-for-sale securities were in an unrealized loss position, primarily attributable to increases in short-term to medium-term interest rates over the course of 2006. The Company determined that these unrealized losses were temporary, after taking into consideration its current cash and cash equivalent balances and its expected future cash requirements.

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 the Company’s 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 and 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 time.

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 anti-dilutive due to the Company’s net loss position for all periods presented. Accordingly, common stock equivalents of approximately 2,489,000 and 2,341,000 at March 31, 2007 and 2006, respectively, were excluded from the calculation of weighted average shares for diluted loss per share.

8

Stock-based Compensation

     Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS 123R), 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 Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). 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. 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 based on the grant date fair value determined under the provisions of SFAS 123 and (2) granted subsequent to January 1, 2006 based on the grant date estimate of fair value determined under SFAS 123R for those awards. Prior period financial information has not been restated.

     For the three months ended March 31, 2007 and 2006, the Company recorded approximately $268,000 and $315,000 of expense associated with share-based payments, respectively, which would not have been recorded prior to the adoption of SFAS 123R. As a result of the adoption of SFAS 123R, net loss was higher for the three months ended March 31, 2007 and 2006, by $268,000 and $315,000, respectively, than if the Company had continued to account for the share-based compensation under APB 25. The adoption of SFAS 123R increased both basic and diluted net loss per share for the three months ended March 31, 2007 and 2006 by $0.01 and $0.01, respectively.

     Compensation cost associated with options issued under the 1996 and 2005 Plans was approximately $268,000 and $315,000 for the three months ended March 31, 2007 and 2006, 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 months ended March 31, 2007 options to purchase 161,000 shares of the Company’s common stock were granted. The weighted average fair values of the options granted based on the assumptions outlined in the table below were $4.19 for the three months ended March 31, 2007. During the three months ended March 31, 2006 no options were granted, and as such, no assumptions were used to calculate a fair value.

     The fair values for the employee stock options were estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for the three months ended March 31, 2007:

Weighted Average Assumptions

	Three months
	ended March 31,
	2007
Risk-free interest rate		4.75	%
Expected life	5 years
Expected volatility		89	%
Dividend yield		0.00	%

During the three months ended March 31, 2007 and 2006, the Company recorded stock-based compensation expense of approximately $0 and $5,000 respectively, in connection with options issued to non-employees.

     Options, Warrants and Non-Vested Stock

     The following is a summary of the Company’s stock option activity under the 1996 and 2005 Plans for the three months ended March 31, 2007:

						Weighted
						Average
						Remaining
	Shares			Weighted-		Contractual		Aggregate Intrinsic
	(in			Average		Life		Value
	thousands)			Exercise Price		(years)		( in thousands)
Options outstanding at December 31, 2006		1,632		$	6.11
Granted		161			4.19
Exercised		—			—
Forfeited		(4	)		7.81
Options outstanding at March 31, 2007		1,789		$	5.94		7.27	$	290
Options exercisable at March 31, 2007		1,027		$	6.90		6.06	$	241
Options vested or expected to vest at March 31, 2007		1,742		$	5.98		7.23	$	286

     All of the stock options listed above are non-qualified stock options except for 98,036 options granted in 2006, which have an exercise price of $4.08.

     As of March 31, 2007, there was approximately $1,960,000 of unrecognized compensation cost related to stock option awards that is

9

expected to be recognized as expense over a weighted average period of 1.9 years. The total fair value of stock options that vested during the three months ended March 31, 2007 and 2006 was approximately $12,000 and $18,000, respectively.

Non-Vested Restricted Stock

The following table summarizes the activity for unvested stocks during the three months ended March 31, 2007

	Shares		Weighted-Average
	(in thousands)		Fair Value
Unvested at December 31, 2006		300	$	5.18
Granted		250		4.80
Vested		—		—
Forfeited		—		—
Unvested at March 31, 2007		550	$	5.01

     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. 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.

     The Company recorded expense of approximately $275,000 and $160,000 related to restricted stock awards during the three months ended March 31, 2007 and March 31, 2006, respectively. As of March 31, 2007, there was approximately $2,300,000 of unrecognized compensation expense related to restricted stock awards that will be recognized as expense over a weighted average period of 2.5 years. During the three months ended, March 31, 2007, no shares of restricted stock vested.

     In January 2007, the Company granted 250,000 shares of restricted common stock to the Chief Executive Officer pursuant to his employment agreement effective July 6, 2006. The restricted stock award was valued based on the closing price of the Company’s common stock on the date of the grant, and compensation expense is recorded on a straight-line basis over the restricted share vesting period.

Warrants

     In June 2003, the Company issued five-year warrants in connection with a private placement with three large institutional investors. As of March 31, 2007, there were 150,000 of such warrants outstanding and exercisable, which expire in June 2008. The weighted average exercise price of the outstanding and exercisable warrants was $12.00 at March 31, 2007.

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 $8,000 at March 31, 2007 and $19,000 at December 31, 2006.

     A reconciliation of comprehensive loss is as follows:

	Three months ended
	March 31,
	(In thousands)
	2007			2006
Net loss as reported	$	(3,948	)	$	(3,336	)
Unrealized gains (losses)		11			(11	)
Comprehensive loss	$	(3,937	)	$	(3,347	)

2. License agreements

     In August 1999, the Company entered into an exclusive license agreement for the commercial development, use and sale of products or services covered by certain patent rights owned by Arizona State University. The Company has paid a total of $1,800,000 in connection with the initial terms of the license. The Company capitalized the net present value of the total amount paid, or $1,500,000, and is amortizing this amount over the patent life or 15.5 years. In June 2002, this agreement was amended and 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

10

be accelerated upon the achievement of certain financial milestones, as defined in the agreement. The license agreement also provides for additional payments upon the Company’s election to develop certain additional compounds, as defined in the agreement. As of March 31, 2007, additional accelerated milestones that have previously been expensed due to achievement of certain financial milestones, totaled $700,000, and future milestones under this agreement could total up to an additional $200,000. These accelerated payments were expensed to research and development as triggered by the achievements defined in the agreement. The Company is also required to pay royalties on future net sales of products associated with these patent rights.

     In March 2007, the Company entered into an exclusive license agreement for the development and commercialization of products covered by certain patent rights owned by Intracel Holdings, Inc., a privately held corporation. The Company paid Intracel $150,000 in March 2007 as an upfront license fee that provides full control over the development and commercialization of licensed compounds/molecular products. The Company expensed the up-front payment to research and development expense. The agreement provides for additional payments by the Company to Intracel based on the achievements of certain clinical milestones and royalties based on sales milestones as defined in the agreement. The Company has the right to sublicense all or portions of its licensed patent rights under this agreement. The Company does not expect to meet the clinical or commercial milestones in the near future.

3. Restructuring

     In August 2006, the Company implemented a restructuring plan in which it terminated 10 full-time employees, or approximately 30% of its work force. The purpose of the restructuring was primarily to streamline the clinical development operations in order to improve the effectiveness of efforts to develop the Company’s potential product candidates.

     The following table sets forth the components of the Company’s restructuring as of March 31, 2007:

							Amounts
							Paid		Amounts
							Through		Accrued as of
	Original				Adjusted		March 31,		March 31,
	Charges		Adjustment		Charges		2007		2007
General and Administrative
Employee severance and related costs	$	7	$	—	$	7	$	7	$	0
Research and development
Employee severance and related costs	$	468	$	7	$	475	$	290	$	185
Total restructuring	$	475	$	7	$	482	$	297	$	185

4. Recent Accounting Pronouncements

     In September, 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) SFAS No. 157, entitled Fair Value Measurements (“SFAS 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS 157 to have a material effect on its financial position or results of operations.

     On July 13, 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, (“FIN 48”), entitled Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FAS 109. This includes tax positions considered to be “routine”, as well as those with a high degree of uncertainty. The Company adopted FIN 48 as of January 1, 2007. The adoption of FIN 48 did not have a material effect on the Company’s financial position or results of operations.

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, 2007 and March 31, 2006 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, 2006, and also with the unaudited financial statements set forth in Part 1, Item 1 of this Quarterly Report.

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, referred to as “vascular disrupting agents” or “VDAs,” 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 in ophthalmological diseases such as age-related macular degeneration. Currently, we have two lead VDA product candidates, Zybrestat™ and OXi4503, in various stages of clinical development, as well as additional compounds that we are evaluating in preclinical studies. Our lead clinical compound is Zybrestat™ , which we previously

11

referred to as CA4P, and which we anticipate will presently begin a multi-center, randomized, controlled, Phase III registration study as a potential treatment for anaplastic thyroid cancer. In addition, Zybrestat is in multiple ongoing trials in various oncology and ophthalmic indications, including studies in which the safety and efficacy of Zybrestat is being evaluated in combination treatment regimens with anti-angiongenics drugs, which we believe are potentially complementary to VDA therapy.

     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.

     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. We are also currently exploring opportunities to in-license additional compounds. Our focus is on those compounds that may compliment our potential products under development or broaden solutions in our current therapeutic areas. In addition, we continue to explore the out-licensing of our current compounds.

     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 $121,360,000 for the period from our inception through March 31, 2007. 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 financings and the exercise of warrants and stock options. We currently have no material amount of licensing or other fee income. As of March 31, 2007, we had no long-term debt or loans payable.

Results of Operations

Costs and expenses

Three Months Ended March 31, 2007 and 2006

     Costs and Expenses

     The following table summarizes our operating expenses for the periods indicated, in thousands and as a percentage of total expenses:

	Three Months ended March 31,
	2007					2006
			% of Total					% of Total
			Operating					Operating			Increase (Decrease)
	Amount		Expenses			Amount		Expenses			$		%
Research and development	$	2,389		53	%	$	2,321		59	%	$	68		3	%
General and administrative		2,124		47	%		1,621		41	%		503		24	%
Total operating expenses	$	4,513		100	%	$	3,942		100	%	$	571		13	%

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Research and development expenses

The table below summarizes the most significant components of our research and development expenses for the periods indicated, in thousands and as a percentage of total research and development expenses. The table also provides the changes in these components and their percentages:

	Three Months ended March 31,
	2007					2006
			% of Total					% of Total
			Operating					Operating			Increase (Decrease)
	Amount		Expenses			Amount		Expenses			$			%
Employee compensation and related	$	719		30	%	$	799		34	%	$	(80	)		-11	%
External services		1,502		63	%		1,353		58	%		149			10	%
Stock-based compensation		75		3	%		131		6	%		(56	)		-75	%
Other		93		4	%		38		2	%		55			59	%
Total research and development	$	2,389		100	%	$	2,321		100	%	$	68			3	%

     The most significant increase in research and development expenses of $149,000 is due to an increase in early stage development activities with outside contractors in support of our ongoing program initiatives. The increase in external service costs was offset by decreases in both employee compensation and related expenses and stock-based compensation expense due to a reduction in the average number of employees dedicated to research and development programs of approximately 14% in the first quarter of 2007 as compared to the first quarter of 2006. We anticipate that research and development costs will increase over current levels as we make progress in our ongoing clinical trial and product development programs.

General and administrative expenses

     The table below summarizes the most significant components of our general and administrative expenses for the periods indicated, in thousands and as a percentage of total general and administrative expenses and provides the changes in these components and their percentages:

	Three Months ended March 31,
	2007					2006
			% of Total					% of Total
			Operating					Operating			Increase (Decrease)
	Amount		Expenses			Amount		Expenses			$		%
Employee compensation and related	$	687		32	%	$	427		26	%	$	260		38	%
Consulting and professional services		504		24	%		501		31	%		3		1	%
Facilities related		171		8	%		124		8	%		47		27	%
Stock-based compensation		468		22	%		349		22	%		119		25	%
Other		294		14	%		220		14	%		74		25	%
Total general and administrative	$	2,124		100	%	$	1,621		100	%	$	503		24	%

     A majority of the increase in general and administrative expenses in the first quarter of 2007 over the first quarter of 2006, is due to both employee compensation and related expenses as well as stock-based compensation expenses and is related to an increase in average salaries due to the hiring of the Chief Business Development Officer in February 2007 and the number of stock-based awards being expensed. We anticipate increased general and administrative costs as we continue to prepare for and manage activities for both current and

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anticipated development programs.

Other income and expenses

     Investment income decreased to approximately $572,000 in the three-month period ended March 31, 2007 compared to approximately $612,000 in the three-month period ended March 31, 2006. The decrease is due primarily to a lower average balance of funds available for investment during the 2007 period offset by a higher average rate of return on our invested cash balances.

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, 2007, we had an accumulated deficit of approximately $121,360,000. 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 $42,229,000 at March 31, 2007, compared to approximately $45,839,000 at December 31, 2006.

     The following table summarizes our cash flow activities for the period indicated, in thousands:

	Three Months
	Ended March 31,
	2007
Operating activities:
Net loss	$	(3,948	)
Non-cash adjustments to net loss		595
Changes in operating assets and liabilities:		(256	)
Net cash used in operating activities		(3,609	)
Investing activities:
Net decrease in available-for-sale securities		9,810
Purchase of furniture, fixtures and equipment		(7	)
Other		(5	)
Net cash provided by investing activities		9,798
Increase in cash and cash equivalents		6,189
Cash and cash equivalents at beginning of year		15,687
Cash and cash equivalents at end of year	$	21,876

     Approximately 90% or $543,000 of the non-cash adjustments to net loss in the first quarter of 2007 is due to compensation expense related to the issuance of options and restricted stock. The decrease in available for sale securities and the associated increase in cash and cash equivalents were primarily attributable to the short term clinical trial needs and the cash requirements to fund those needs.

     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 first half of 2008. Our primary anticipated uses of funds during the 2007 fiscal year involve the preclinical and clinical development of our product candidates and potential in-licenses or other acquisitions of technology. 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 Zybrestat™, 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.

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     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.

     The following table presents our contractual obligations and commercial commitments as of March 31, 2007:

Payments due by period

			(All amounts in thousands)
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Pre-clinical, product development and clinical development commitments	$	7,555	$	7,305	$	238	$	12	$	—
Operating leases		2,033		707		1,110		216		—
Total contractual cash obligations	$	9,588	$	8,012	$	1,348	$	228	$	—

     Payments under the pre-clinical, product development 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 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 $212,000 and $89,000 for the 12-month periods ending March 31, 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 ASU. This agreement was subsequently amended in June 2002. From the inception of the agreement through March 31, 2007, we have paid a total of $2,400,000 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, 2007, we recognized a research and development charge of $100,000 related to 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 $200,000. We are also required to pay royalties on future net sales of products associated with these patent rights.

     In March 2007, we entered into an exclusive license agreement for the development and commercialization of products covered by certain patent rights owned by Intracel Holdings, Inc., a privately held corporation. We paid Intracel $150,000 in March 2007 as an upfront license fee that provides full control over the development and commercialization of licensed compounds/molecular products. We expensed the up-front payment to research and development expense. The agreement provides for additional payments to Intracel based on the achievements of certain clinical milestones and royalties based on sales milestones as defined in the agreement. We has the right to sublicense all or portions of its licensed patent rights under this agreement. The Company does not expect to meet the clinical or commercial milestones in the near future.

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.

     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, 2006 and in our notes to the 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.

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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 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.

Stock-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, the estimated fair value associated with such awards was not recorded as an expense, but rather was disclosed in a footnote to our financial statements. For the three -month period ended March 31, 2007, we recorded approximately $268,000 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 in the foreseeable future), and

• the risk free interest rate for the expected option term

Stock Option Exercise Price & Grant Date Price of our common stock – The closing market price of our common stock on the date of grant.

Expected Term – The expected term of options represents the period of time for which the options are expected to be outstanding and is based on an analysis of historical behavior of participants over time and a review of other similar companies in the biotechnology field.

Expected Volatility – The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the term of the options granted. We determine the expected volatility based on the historical volatility of our common stock over a period commensurate with the option’s expected term.

Expected Dividends – We have never declared or paid any cash dividends on any of our common stock and do not expect to do so in the foreseeable future, we use an expected dividend yield of zero to calculate the grant date fair value of a stock option.

Risk-Free Interest Rate – The risk-free interest rate is the implied yield available on U.S. Treasury issues with a remaining life consistent with the option’s expected term on the date of grant.

     Of the variables above, the selection of an expected term and expected stock price volatility are the most subjective. In the three-month period ended March 31, 2007, we granted options to purchase 161,000 shares of our common stock using these assumptions. The majority of the stock option expense recorded in the three-month period ended March 31, 2007 relates to continued vesting of stock options and restricted stock 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

16

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 our estimated forfeiture rates were calculated at 0% and 50%, 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.

Tax Matters

     As of December 31, 2006, we had net operating loss carry-forwards of approximately $111,500,000 for U.S. income tax purposes, which expire through 2026. Due to the degree of uncertainty related to the ultimate use of these loss carry-forwards, we have fully reserved this future benefit. Additionally, the future utilization of the U.S. 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, 2007, we did not hold any derivative financial instruments, commodity-based instruments or other long-term debt obligations. We have adopted an Investment Policy and maintain our investment portfolio in accordance with the Investment Policy. The primary objectives of the Investment Policy are to preserve principal, maintain proper liquidity to meet operating needs and maximize yields while preserving principal. Although our investments are subject to credit risk, we follow procedures to limit the amount of credit exposure in any single issue, issuer or type of investment. Our 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 our investments and their relatively short duration, we believe interest rate risk is mitigated. Our 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 our internal control over financial reporting, identified in connection with the evaluation of such controls 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.

17

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, 2006 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

10.1	Employment Agreement between the Company and John Kollins, dated as of February 28, 2007
10.2	Amendment [No. 1] to Employment Agreement between the Company and David Chaplin, dated as of January 1, 2007
10.3	Separation Agreement between the Company and Scott Young, dated as of December 4, 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.

18

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 4, 2007	By:	/s/ Richard Chin Richard Chin, M.D.
		President and Chief Executive Officer
Date: May 4, 2007	By:	/s/ James B. Murphy James B. Murphy
		Vice President and Chief Financial Officer and Chief Accounting Officer

19

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Employment Agreement between the Company and John Kollins, dated as of February 28, 2007
10.2	Amendment [No. 1] to Employment Agreement between the Company and David Chaplin, dated as of January 1, 2007
10.3	Separation Agreement between the Company and Scott Young, dated as of December 4, 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.

20

EX-10.1

                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY


                              EMPLOYMENT AGREEMENT

         This employment agreement (the "Agreement") is entered into as of
February 28, 2007 between OXiGENE, Inc., a Delaware corporation ("OXiGENE"), and
John Kollins (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, OXiGENE and Executive desire to enter into an employment
agreement relating to the position of OXiGENE's Senior Vice President and Chief
Business Officer.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, OXiGENE and Executive
hereby agree as follows:

         1.       Employment

                  1.1 Executive shall serve in the capacity of Senior Vice
President and Chief Business Officer, and shall have the duties,
responsibilities and authority assigned to Executive by OXiGENE's President and
Chief Executive Officer to whom he shall report.

         Executive, so long as he is employed hereunder, (i) shall devote
substantially all of his full professional time and attention to the services
required of him as an employee of OXiGENE, except as otherwise agreed and except
as permitted in accordance with paid vacation time subject to OXiGENE's existing
vacation policy, and subject to OXiGENE's existing policies pertaining to
reasonable periods of absence due to sickness, personal injury or other
disability, (ii) shall use his best efforts to promote the interests of OXiGENE,
and (iii) shall discharge his responsibilities in a diligent and faithful
manner, consistent with sound business practices. Notwithstanding the above, the
Executive may continue to serve as a consultant / advisor for the entities
listed on Exhibit A provided that such service does not create any conflicts,
ethical or otherwise, with Executive's responsibilities to OXiGENE and further
provided that Executive's time commitments do not unreasonably interfere with
his fulfillment of his responsibilities hereunder, as determined by OXiGENE.

         2.       Term

         The term of Executive's employment under this Agreement shall commence
at a date mutually agreed upon by the parties and shall continue until
terminated by either party in accordance with Section 6 hereof (the "Employment
Term").

         3.       Base Salary; Stock Options, Sign-on Bonus



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.





                                                                  EXECUTION COPY


                  3.1 During the Employment Term, Executive initially shall be
paid an annual base salary in the amount of $275,000 (such amount as adjusted,
from time to time, the "Base Salary"), payable in biweekly (26) installments in
accordance with OXiGENE's payroll schedule from time to time in effect.
Executive will be eligible for consideration for 30-40% bonus on a yearly basis
(the "Annual Bonus"), based upon OXiGENE's assessment of the performance of
Executive and OXiGENE, and at sole discretion of OXiGENE.

OXiGENE shall grant to Executive, subject to approval by the Compensation
Committee of the Board, options to purchase 200,000 shares of OXiGENE's common
stock at an exercise price equal to the fair market value of such stock on the
date of grant pursuant to and in accordance with the terms of OXiGENE's 2005
Stock Plan (the "Stock Plan") and OXiGENE's standard form of option agreement.
To the extent allowed by law, the options shall be treated as incentive options.
100,000 of the options shall vest in four equal annual increments over the four
(4) year period measured from the date of grant of such options, with vesting to
begin on the one (1) year anniversary of the grant date. 100,000 of the options
(the "Contingent Options") shall vest upon execution of a major outlicensing
deal, approved by the Board of Directors, for [***] rights to one or more
indications for an OXiGENE drug candidate, provided that the deal is associated
with significant [***] terms, such as, for example, [***] upfront payment, [***]
payments, and [***].

Executive shall earn a $60,000 signing bonus, payable on the first payroll
following date of employment. If Executive's employment hereunder is terminated
either by OXiGENE for Cause or voluntarily by Executive in the absence of a Good
Reason (as defined in Section 6.6) within one (1) year of the Commencement Date,
the Employee will promptly repay a portion of the Commencement Bonus equal to
the amount of the Commencement Bonus, net of applicable taxes and deductions,
multiplied by a fraction, the numerator of which equals the number of days from
the effective date of such termination to the first anniversary of the
Commencement Date and the denominator of which will be 365.


         4.       Benefits

         Executive shall be entitled to participate in employee benefit plans
and arrangements made available by OXiGENE generally to OXiGENE employees of
comparable rank during the Employment Term.

         5.       Business Expenses & Relocation Expenses

                  5.1 The Executive shall be entitled to receive an American
Express Corporate Card (or other card should OXiGENE change to another card
issuer), for business related expenses and prompt reimbursement will be made for
all reasonable and customary expenses incurred by him in performing services
hereunder during the Employment term; provided that such expenses are incurred
and accounted for in accordance with the policies and procedures established by
OXiGENE.



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       2



                                                                  EXECUTION COPY


                  5.2 If the Executive relocates, OXiGENE shall reimburse
Executive for up to $75,000 for Relocation Expenses (as defined below) relating
to such relocation so long as the Executive is employed by OXiGENE at the time
of the relocation. Such reimbursement shall be made provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
established by OXiGENE. "Relocation Expenses" shall mean reasonable expenses
incurred by the Executive related to costs of the physical movement of all goods
and vehicles that are in Executive's California home, up to three round trip
airfares and hotel accommodations for "house hunting" and up to three months of
temporary housing for the Executive and the Executive's dependents. If the
Executive is terminated for Cause or voluntarily terminates his employment
within 1 year of relocation, he shall reimburse OXiGENE promptly for any
payments it has made under this section.

         6.       Termination

                  6.1 The Executive may resign from employment with OXiGENE upon
written notice to OXiGENE.

                  6.2 If the Executive's employment is terminated by OXiGENE
other than for Cause (as defined below) or the Executive's disability, then
OXiGENE shall provide to Executive the following termination compensation:

                  (a)      payments equal to Executive's then-current Base
                           Salary for a period of twelve (12) months, payable on
                           OXiGENE's normal paydays.

                  (b)      a payment equal to the portion of the Executive's
                           Base Salary that has accrued prior to any termination
                           of the Executive's employment with OXiGENE that has
                           not yet been paid;

                  (c)      to the extent required by law and OXiGENE's policy,
                           an amount equal to the value of the Executive's
                           accrued but unused vacation days;

                  (d)      the amount of any expenses properly incurred by the
                           Executive on behalf of OXiGENE prior to any
                           termination and not yet reimbursed;

                  (e)      the Annual Bonus related to the most recently
                           completed calendar year, if not already paid.

                  (f)      should Executive timely elect and be eligible for
                           COBRA coverage, payment of Executive's COBRA premiums
                           for the Executive and the Executive's immediate
                           family's medical and dental insurance coverage for a
                           period of twelve (12) months;



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       3



                                                                  EXECUTION COPY



                           provided, that OXiGENE shall have no obligation to
                           provide such coverage if Executive becomes eligible
                           for medical and dental coverage with another
                           employer. Executive shall give prompt written notice
                           to the Company on attaining such eligibility.

         Notwithstanding anything to the contrary herein, OXiGENE's obligation
to provide the termination compensation described in this Section 6.2 shall be
conditional upon the Executive delivering to OXiGENE, and not thereafter
revoking, a fully executed general release, in a form satisfactory to OXiGENE,
of all claims against OXiGENE, its affiliates, and each of their officers,
directors, employees, agents and attorneys. Such payments described in Sections
6.2(a), (b), (c), (d), (e) and (f), unless otherwise required by law, shall
become due on the first payday which is at least ten (10) business days after
the Executive delivers to OXiGENE said release.

              6.3 If, following any Change in Control (as such term is defined
below) and prior to the expiration of one (1) year from the date of such Change
in Control, (1) Employee's employment is terminated (other than for Cause or the
Executive's disability) or (2) in the event of a Termination with Good Reason,
then

                  (a)      The Employee shall receive, as soon as practicable
                           after the Termination Date:

                           (i) An amount equal to twelve (12) months of
                           Executive's then current Base Salary; and (ii) the
                           termination compensation described in Sections
                           6.2(b), (c), (d), (e), (f) and (h) above.

                  (b)      All stock options, stock appreciation rights,
                           restricted stock, and other incentive compensation
                           granted to the Executive by OXiGENE, if and only to
                           the extent such instruments are outstanding on the
                           date of termination, shall vest and remain
                           exercisable in accordance with the terms of the
                           applicable stock plan and the agreement entered
                           pursuant thereto, and the Executive may exercise all
                           such vested options and rights, and shall receive
                           payments and distributions accordingly.

"Change in Control" shall mean the occurrence of any of the following events:

(i)      Ownership. Any "Person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the
"Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of OXiGENE representing 50% or more of the total
voting power represented by OXiGENE's then outstanding voting securities
(excluding for this purpose any such voting securities held by OXiGENE or its
affiliates or by any employee benefit plan of OXiGENE) pursuant to a transaction
or a series of related transactions which the Board of Directors does not
approve; or



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       4





                                                                  EXECUTION COPY


(ii)     Merger/Sale of Assets. (A) A merger or consolidation of OXiGENE whether
or not approved by the Board of Directors, other than a merger or consolidation
which would result in the voting securities of OXiGENE outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or the parent of
such corporation) at least 50% of the total voting power represented by the
voting securities of OXiGENE or such surviving entity or parent of such
corporation, as the case may be, outstanding immediately after such merger or
consolidation; or (B) the stockholders of OXiGENE approve an agreement for the
sale or disposition by OXiGENE of all or substantially all of OXiGENE's assets;
or

(iii)    Change in Board Composition. A change in the composition of the Board
of Directors, as a result of which fewer than a majority of the directors are
Incumbent Directors. "Incumbent Directors" shall mean directors who either (A)
are directors of OXiGENE as of the date of this Agreement, or (B) are elected,
or nominated for election, to the Board of Directors with the affirmative votes
of at least a majority of the Incumbent Directors at the time of such election
or nomination (but shall not include an individual whose election or nomination
is in connection with an actual or threatened proxy contest relating to the
election of directors to OXiGENE).

                  6.4 Except as otherwise set forth in this Section 6, all
obligations of OXiGENE under this Agreement shall cease if, during the
Employment Term, OXiGENE terminates Executive for Cause or the Executive resigns
his employment. Upon such termination, Executive shall be entitled to receive
only the termination compensation described under Sections 6.2(b), (c) and (d).

6.5      For the purposes of this Agreement, the term "Cause" shall mean any of
the following:

                  (a)      the Executive's substantial failure to perform any of
                           his duties hereunder or to follow reasonable, lawful
                           directions of the Board or any officer to whom the
                           Executive reports;

                  (b)      the Executive's willful misconduct or willful
                           malfeasance in connection with his employment; (c)
                           the Executive's conviction of, or plea of nolo
                           contendere to, any crime constituting a felony under
                           the laws of the United States or any state thereof,
                           or any other crime involving moral turpitude;

                  (d)      the Executive's material breach of any of the
                           provisions of this Agreement, OXiGENE's bylaws or any
                           other agreement with OXiGENE;

                  (e)      the Executive's engaging in misconduct which has
                           caused significant injury to OXiGENE, financial or
                           otherwise, or to OXiGENE's reputation; or

                  (f)      any act, omission or circumstance constituting cause
                           under the law governing this Agreement.



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       5



                                                                  EXECUTION COPY


         If Cause arises under Section 6.5(a), (b), (d), (e), or (f), the
Executive shall be given a minimum period of thirty (30) days to reasonably cure
such Cause (if reasonably subject to cure).

                  6.6 For the purposes of this Agreement, "Good Reason" shall
mean: (i) without the Executive's express written consent, any material
reduction in Executive's title, or responsibilities compared to those prior to a
Change in Control (as such term is defined in Section 6.3); (ii) without the
Executive's express written consent, a material reduction by OXiGENE in the
Executive's total compensation as in effect on the date hereof or as the same
may be increased from time to time, provided that it shall not be deemed a
material reduction if (a) the amount of Executive's Annual Bonus is less than
the amount of any previously awarded Annual Bonuses or (b) a benefit is amended
and such amendment affects all eligible executive participants; or (iii) the
Company breaches a material term of this Agreement and such breach has remained
uncured for a minimum of thirty (30) days after Executive has notified OXiGENE
of breach. To be effective, such notice must be in writing and set forth the
specific alleged Good Reason for termination and the factual basis supporting
the alleged Good Reason.

                  6.7 The foregoing payments upon Executive's termination shall
constitute the exclusive payments due Executive upon termination of his
employment with OXiGENE under this Agreement or otherwise, provided, however
that except as stated above, such payments shall have no effect on any benefits
which may be payable to Executive under any plan of OXiGENE which provides
benefits after termination of employment.

         7.       Taxes.

         Any amounts or benefits payable or provided to the Executive hereunder
shall be paid or provided to the Executive subject to all applicable taxes
required to be withheld by OXiGENE pursuant to national and/or local law. The
Executive shall be solely responsible for all taxes imposed on the Executive by
reason of his receipt of any amounts of compensation or benefits payable
hereunder and OXiGENE makes no representation, warranty or promise regarding the
tax treatment of any payment or benefit provided to the Executive.

         8.       Non-Competition / Non-Solicitation

                  8.1 While the Executive is employed by OXiGENE and for a
period of 12 months following the termination of his employment (the
"Noncompetition Period"), the Executive shall not, for himself or on behalf of
any other person or entity, directly or indirectly, whether as principal,
partner, agent, independent contractor, stockholder, employee, consultant,
representative or in any other capacity, own, manage, operate or control, be
concerned or connected with, or employed by, , engage in or have a financial
interest in any Restricted Business (as defined in Section 8.3) anywhere in the
world (the "Restricted Territory") except that nothing in this Agreement shall
preclude the Executive from purchasing or owning securities of any such business
if such securities are publicly traded, and provided that the Executive's
holdings do not exceed two (2%)



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       6



                                                                  EXECUTION COPY


percent of the issued and outstanding securities of any class of securities of
such business. OXiGENE acknowledges that as of the effective date of this
Agreement, the Executive directly owns less than two percent (2%) of the issued
and outstanding securities in the privately-held entity listed in Exhibit B that
is engaged in pharmaceutical research and development. Nothing in this Agreement
shall preclude the Executive from owning said securities or require that the
Executive divest said securities during either his employment with OXiGENE or
the Noncompetition Period.

                  8.2 In addition, during the Noncompetition Period the
Executive shall not, either individually or on behalf of or through any third
party, solicit, divert or appropriate or attempt to solicit, divert or
appropriate, for the purpose of competing with OXiGENE or any present or future
parent, subsidiary or other affiliate of OXiGENE which is engaged in the
Restricted Business, any customers, clients or vendors of OXiGENE with whom the
Executive has had contact or to whom the Executive has provided services during
the Executive's employment with OXiGENE.


                  8.3 For the purposes of this Agreement, the term "Restricted
Business" shall mean any person, partnership, corporation, business organization
or other entity (or a division or business unit of any entity) whose primary
business is the research, development, manufacture, marketing or selling of
products or services that are the same as or similar to those that OXiGENE is
researching, developing, manufacturing, marketing or selling during the
Executive's employment with OXiGENE, provided that (i) after the Executive's
employment with OXiGENE has terminated, this definition shall apply only with
respect to products and services that are the same as or similar to those that
OXiGENE was engaged in or developing during the last two (2) years of his
employment with OXiGENE; (ii) nothing in this definition shall operate to
prevent Executive from working for or with respect to any subsidiary, division
or affiliate (each, a "Unit") of an entity if that Unit is not itself a
Restricted Business, irrespective of whether some other Unit of such entity
constitutes a Restricted Business (as long as the Executive does not provide any
services for such other Unit); and (iii) Restricted Business will not include
researching, developing, manufacturing, marketing or selling products or
services other than those products or services being researched, developed,
manufactured, marketed, or sold by or on behalf of OXiGENE when the Executive's
employment with OXiGENE terminates.

                  8.4 During the Non-Competition Period, neither the Executive
nor any Executive-Controlled Person (as defined below) will, without the prior
written consent of the Board, directly or indirectly solicit for employment, or
make an unsolicited recommendation to any other person that it employ or solicit
for employment any person who is or was, at any time during the nine (9) month
period prior to the Termination date, an officer, Executive or key employee of
OXiGENE or any affiliate of OXiGENE. As used in this Agreement, the term
"Executive-Controlled Person" shall mean any company, partnership, firm or other
entity as to which Executive possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such entity,
whether through the ownership of voting securities, by contract or otherwise.



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       7



                                                                  EXECUTION COPY


Notwithstanding the forgoing, this provision shall not apply to the solicitation
of individuals who have, for at least one (1) year prior to the Termination
Date, not been employed by OXiGENE.


                  8.5 The provisions contained in this Section 8 as to the time
periods, scope of activities, persons or entities affected, and territories
restricted shall be deemed divisible so that, if any provision contained in this
Section 8 is determined to be invalid or unenforceable, such provisions shall be
deemed modified so as to be valid and enforceable to the full extent lawfully
permitted.

                  8.6 Executive agrees that the provisions of this Section 8 are
reasonable and necessary for the protection of OXiGENE and that they may not be
adequately enforced by an action for damages and that, in the event of a
material breach thereof by Executive or any Executive-Controlled Person, OXiGENE
shall be entitled to apply for and obtain injunctive relief in any court of
competent jurisdiction to restrain the breach or threatened breach of such
violation or otherwise to enforce specifically such provisions against such
violation, without the necessity of the posting of any bond by OXiGENE.
Executive further covenants under this Section 8, that OXiGENE shall be entitled
to an accounting and repayment of all profits, compensation, commissions,
remuneration or other benefits that Executive directly or indirectly has
realized and/or may realize as a result of, growing out of or in connection with
any such violation. Such a remedy shall, however, be cumulative and not
exclusive and shall be in addition to any injunctive relief or other legal
equitable remedy to which OXiGENE is or may be entitled.

         9.       Indemnification

         OXiGENE, to the extent permitted by its Articles and By Laws, shall
indemnify the Executive for all claims, losses, expenses, costs, obligations,
and liabilities of every nature whatsoever incurred by the Executive to any
third party as a result of the Executive's acts or omissions as an employee of
OXiGENE, but excluding from such indemnification any claims, losses, expenses,
costs, obligations, or liabilities incurred by the Executive as a result of the
Executive's bad faith, willful misconduct or gross negligence.

         10.      Attorney's Fees and Expenses

         OXiGENE and the Executive agree that in the event of litigation arising
out of or relating to this Agreement, the prevailing party shall be entitled to
reimbursement from the other party to the prevailing party's reasonable attorney
fees and expenses.

         11.      Amendments

         This Agreement may not be altered, modified or amended except by a
written instrument signed by each of the parties hereto.



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       8



                                                                  EXECUTION COPY


         12.      Assignments

         Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned or delegated by any party hereto without the prior written
consent of the other party; provided, however, that any payments and benefits
owed to Executive under this Agreement shall inure to the benefit of his heirs
and personal representatives.

         13.      Waiver

         Waiver by any party hereto of any breach or default by any other party
of any of the terms of this Agreement shall not operate as a waiver of any other
breach or default, whether similar to or different from the breach or default
waived.

         14.      Severability

         In the event that any one or more of the provisions of this Agreement
shall be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby.

         15.      Notices

         All notices and other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by registered mail, return receipt requested, postage
prepaid, addressed as follows:

         If to Executive, to him as follows:

         John Kollins
         1337 Third Avenue
         San Francisco, CA 94122


         If to OXiGENE, to it as follows:

         OXiGENE, Inc.
         230 Third Avenue
         Waltham, MA  02451
         Attn: Richard Chin or his successor

Or to such other address or such other person as Executive or OXiGENE shall
designate in writing in accordance with this Section 15, except that notices
regarding changes in notices shall be effective only upon receipt.

         16.      Headings



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       9



                                                                  EXECUTION COPY


         Headings to Sections in this Agreement are for the convenience of the
parties only and are not intended to be a part of, or to affect the meaning or
interpretation of, this Agreement.

         17.      Governing Law; Venue; Jury Waiver

         This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts without reference to the principles of conflict of laws. Each of
the parties hereto consents to the jurisdiction of the federal and state courts
of the Commonwealth of Massachusetts in connection with any claim or controversy
arising out of or connected with this Agreement, and said courts shall be the
exclusive fora for the resolution of any such claim or controversy. Service of
process in any such proceeding may be made upon each of the parties hereto at
the address of such party as determined in accordance with Section 15 of this
Agreement, subject to the applicable rules of the court in which such action is
brought. Both the Executive and OXiGENE waive any right they may have to a trial
by jury and agree that any dispute between them arising from or relating to the
Agreement or the Executive's employment shall be tried by a judge sitting
without a jury.

         18.      All Other Agreements Superseded.

         Except for Executive's Confidentiality and Inventions Agreement, which
the Executive shall sign as a condition of his employment and of the
effectiveness of this Agreement, this Agreement contains the entire agreement
between Executive and OXiGENE with respect to all matters relating to
Executive's employment with OXiGENE and, as of the date hereof, will supersede
and replace any other agreements, written or oral, between the parties relating
to the terms or conditions of Executive's employment with OXiGENE.

         IN WITNESS WHEREOF, OXiGENE and Executive have caused this Agreement to
be executed as of the date first above written.


                                       /s/ John Kollins
                                       -----------------------------------------
                                       John Kollins


                                       March 5, 2007
                                       -----------------------------------------
                                       Start Date


                                       OXiGENE, Inc.



                                       By:    /s/ Richard Chin
                                              ----------------------------------
                                       Name:  Dr. Richard Chin
                                       Title: President & CEO



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       10



                                                                  EXECUTION COPY


                                    Exhibit A

CovX, Advisory Board Chairman
Ingenium Pharmaceuticals, Consultant
Entelos, Inc., Consultant



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       11



                                                                  EXECUTION COPY


                                    EXHIBIT B

GTAb, Inc. (affiliate of CovX)



    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH
      THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION
      REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


                                       12

EX-10.2

                                                                    Exhibit 10.2






                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

         This AMENDMENT No. 1 TO EMPLOYMENT (this "Amendment"), effective as of
April 1, 2001, is made this 1st day of January, 2007, by and among OXiGENE,
INC., a Delaware corporation with its principal offices at 230 Third Avenue,
Waltham, Massachusetts 02451 ("OXiGENE") and David Chaplin, PhD (the
"Executive").

 RECITALS:

         WHEREAS, the parties have entered into an Employment Agreement dated as
of April 1, 2001, as modified by the resolutions of the Compensation Committee
of the Board of Directors of OXiGENE on March 15, 2002 (as so modified, the
"Agreement"), relating to the employment of the Executive by OXiGENE;

         WHEREAS, the parties wish to amend the Agreement as set forth herein
pursuant to Section 9 of the Agreement; and

         WHEREAS, capitalized terms used herein have the meanings ascribed to
them in the Agreement.

         NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

         1.       Section 3.1 is hereby deleted in its entirety and replaced
with the following:

         "During the Employment Term, Executive shall receive an annual base
         salary in the amount of Pound Sterling 180,257 (the "Base Salary"),
         payable in monthly installments of Pound Sterling 15,021.42 per month."

         2.       Section 6.1 is hereby deleted in its entirety and replaced
with the following:

         "The Executive may voluntarily resign from employment with the Company
         upon written notice which effective date shall not be less than (180)
         days."

         3.      Add Section 6.3 (a) to read as follows:

         "If, following any Change in Control (as such term is defined in the
         Stock Plan) and prior to expiration of one (1) year from the date of
         such Change in Control, (1) Executive's employment is terminated by
         OXiGENE (other than for Cause) or in the event of a Termination with
         Good Reason, then;

                  1) OXiGENE shall provide the following to the Executive:

                           (i) the Unpaid Salary, as soon as practicable after
                           the Termination Date; plus




                                  Page 1 of 3



                           (ii) an amount equal to twelve (12) months of
                           Executive's then current Base Salary."

         4.       Except as modified hereby, all of the terms and conditions of
the Agreement remain in full force and effect and are hereby reaffirmed,
ratified and approved. This Amendment, together with the Agreement, embodies the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in this Amendment shall affect, or
be used to interpret, change or restrict, the express terms and conditions of
this Amendment. Hereafter references to the Agreement in any document or other
agreement shall be deemed to constitute references to the Agreement as amended
by this Amendment. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Execution and delivery of this Amendment
may be made and evidenced by facsimile transmission.


                            [Signatures on Next Page]













                                  Page 2 of 3




IN WITNESS WHEREOF, each of the undersigned parties has caused this Amendment to
be duly executed by its duly authorized representative as of the date first
written above.



                                OXiGENE, INC.



                                /s/ Richard Chin
                                ------------------------------------------------
                                Name: Richard Chin, M.D.
                                Title: President and Chief Executive Officer


                                EXECUTIVE


                                /s/  David Chaplin
                                ------------------------------------------------
                                Name: David Chaplin, Ph.D.





                                  Page 3 of 3

EX-10.3

                                                                    Exhibit 10.3




                                 December 4,2006



Scott L. Young
108 Austin Road
Sudbury, MA 01776

Dear Scott:

         The purpose of this letter agreement (the "Agreement") is to confirm
the terms regarding your separation of employment from OXiGENE, Inc. (the
"Company"). As more fully set forth below, the Company desires to provide you
with severance pay and benefits in exchange for certain agreements by you. This
Agreement shall become effective (the "Effective Date") on the 8th day following
your acceptance of it as provided below

         1.       SEPARATION OF EMPLOYMENT. Your employment with the Company
will terminate (or terminated) effective August 14, 2006 (the "Separation
Date"). You acknowledge that from and after the Separation Date, you shall have
no authority and shall not represent yourself as an employee or agent of the
Company.

         2.       SEVERANCE PAY AND BENEFITS. In exchange for the mutual
covenants set forth in this agreement, the Company agrees to provide you with
the following:


         (a)      Payment of an amount equal to sixteen (16) months of your
         gross base salary or $320,000, less all applicable federal, state,
         local and other employment-related deductions. The first such payment
         shall be for the gross amount of $120,000 and shall be made on the
         Company's first regularly scheduled payday following February 14, 2007,
         with the balance to be paid in approximately equal installments on the
         Company's regularly scheduled paydays following such initial payment.
         If you die before you receive any of your payments herein, the payments
         will be made to your estate.

         (b)      In the event that you choose to exercise your right under
         COBRA to continue your participation in the Company's health and dental
         insurance plan (which you may do, to the extent permitted by COBRA,
         regardless of whether you accept this Agreement), the Company shall pay
         for the costs for such coverage (the "Severance Benefits") for a period
         of twelve (12) month(s) beginning on the Separation Date to the same
         extent that such insurance is provided to persons then currently
         employed by the Company. Notwithstanding any other provision of this
         Agreement, this obligation shall cease on the date you become eligible
         to receive health and dental insurance benefits through any other
         employer, and you agree to provide the Company with written notice
         immediately upon securing such employment and upon becoming eligible
         for such benefits.

         (c)      The Company shall accelerate the vesting of the 30,000 shares
         of restricted stock granted on October 3, 2005 and currently held by
         you so that the restrictions on such shares lapse on the









         Separation Date. The Company agrees to waive its repurchase rights
         under paragraph 2.1(a) and any restrictions on transfer under
         paragraph 2.1(f) of the OXiGENE Restricted Stock Agreement.

         (d)      As of the Separation Date, you will be vested in a total of
         12,500 options. You may exercise any vested options by December
         31, 2006. Subject to any provisions in the applicable stock plan that
         would extend the exercise period for such options beyond December 31,
         2006, any options not exercised by that date shall terminate. All
         unvested options shall terminate as of the Separation Date.

         You acknowledge and agree that the Severance Pay to be provided to you
is not intended to, and shall not constitute, a severance plan, and shall confer
no benefit on anyone other than the parties hereto. You further acknowledge that
except for the specific financial consideration set forth in this Agreement, you
are not and shall not in the future be entitled to any other compensation
including, without limitation, wages, bonuses, vacation pay, holiday pay or any
other form of compensation or benefit.

         3.       UNEMPLOYMENT BENEFITS. The Company agrees that it will not
contest any claim for unemployment benefits by you with the MASSACHUSETTS
DIVISION OF UNEMPLOYMENT ASSISTANCE The Company, of course, shall not be
required to falsify any information.

         4.       COOPERATION. You agree that both during and at any time after
your employment, you shall cooperate fully with the Company in connection with
any matter or event relating to your employment or events that occurred during
your employment, including, without limitation, in the defense or prosecution of
any claims or actions now in existence or which may be brought or threatened in
the future against or on behalf of the Company, including any claims or actions
against its affiliates and its and their officers and employees. Your
cooperation in connection with such matters, actions and claims shall include,
without limitation, being available, upon reasonable notice to meet with the
Company regarding matters in which you have been involved, and any contract
matters or audits; to prepare for, attend and participate in any proceeding
(including, without limitation, depositions, consultation, discovery or trial);
to provide affidavits; to assist with any audit, inspection, proceeding or other
inquiry; and to act as a witness in connection with any litigation or other
legal proceeding affecting the Company. The Company agrees not to unreasonably
infringe on your professional and personal commitments when requesting your
compliance with this paragraph. You further agree that should you be contacted
(directly or indirectly) by any person or entity (for example, by any party
representing an individual or entity) adverse to the Company, you shall promptly
notify me or Human Resources. You shall be reimbursed for any reasonable costs
and expenses, including but not limited to attorneys' fees and costs if
reasonably necessary to protect your legitimate interests, incurred in
connection with providing such cooperation under this section. Before incurring
any material costs or expenses hereunder, you shall notify the Company, and both
parties shall confer in good faith regarding the need for such expenditures and
to agree upon reasonable steps to minimize same. Nothing herein shall be
construed to require you to provide any cooperation with respect to any matter
in which your interests are or reasonably may become adverse to the interests of
the Company.



                                       2






5.        ADDITIONAL COVENANTS.

         (a)      You expressly acknowledge and agree to the following:

                  (i)      that you have returned to the Company all Company
                  documents (and any copies thereof) and property, and that you
                  will abide by any and all common law and/or statutory
                  obligations relating to protection and nondisclosure of the
                  Company's trade secrets and/or confidential and proprietary
                  documents and information;

                  (ii)     that, except as required by law (including without
                  limitation filings under federal or state securities laws),
                  all information relating in any way to the negotiation of this
                  Agreement, including the terms and amount of financial
                  consideration provided for in this Agreement, shall be held
                  confidential by the parties and shall not be publicized or
                  disclosed to any person (other than an immediate family
                  member, legal counsel or financial advisor, taxing
                  authorities, provided that any such individual to whom
                  disclosure is made agrees to be bound by these confidentiality
                  obligations), business entity or government agency (except as
                  mandated by state or federal law);

                  (iii)    that, except as required by law, you will not make
                  any statements that are professionally or personally
                  disparaging about, or adverse to, the interests of the Company
                  (and its officers, directors and managers) including, but not
                  limited to, any statements that disparage any such person,
                  product, service, finances, financial condition, capability or
                  any other aspect of the business of the Company, and that you
                  will not engage in any conduct which is intended to harm
                  professionally or personally the reputation of the Company
                  (and its officers, directors and managers); provided that
                  nothing in this paragraph applies to statements, either oral
                  or written, in any privileged or confidential communication
                  you have with counsel and/or prevents you from complying with
                  the legal process;

                  (iv)     that a material breach of any of the foregoing
                  covenants by you shall constitute a material breach of this
                  Agreement and shall relieve the Company of any further
                  obligations hereunder and, in addition to any other legal or
                  equitable remedy available to the Company, shall entitle the
                  Company to recover any Severance Pay and the cost of Benefits
                  already paid to or for you pursuant to Section 2 of this
                  Agreement.

         (b)      The Company agrees that its officers and directors shall not
make any private or public statements that are professionally or personally
disparaging about you or your reputation; provided, that nothing in this
paragraph shall interfere with the Company's ability to comply with legal
process, the requirements of applicable federal or state laws or regulations
(including but not limited to applicable federal or state securities laws or
regulations) or the




                                       3









         requirements of governmental entities (including but not limited to any
         securities exchange, quotation system or over-the-counter market on
         which the Company has its securities listed or traded), to fulfill its
         public disclosure obligations, or to conduct its business.

         6.       RELEASE OF CLAIMS. You hereby agree and acknowledge that by
signing this Agreement and accepting the Severance Pay and Benefits to be
provided to you, and other good and valuable consideration provided for in this
Agreement, you, except as expressly provided below, are waiving and releasing
your right to assert any form of legal claim against the Company1/ whatsoever
for any alleged action, inaction or circumstance existing or arising from the
beginning of time through the Effective Date. Your waiver and release herein,
except as expressly provided below, is intended to bar any form of legal claim,
charge, complaint or any other form of action (jointly referred to as "Claims")
against the Company seeking any form of relief including, without limitation,
equitable relief (whether declaratory, injunctive or otherwise), the recovery of
any damages or any other form of monetary recovery whatsoever (including,
without limitation, back pay, front pay, compensatory damages, emotional
distress damages, punitive damages, attorneys fees and any other costs) against
the Company, for any alleged action, inaction or circumstance existing or
arising through the Effective Date.

         Without limiting the foregoing general waiver and release, you, except
as expressly provided below, specifically waive and release the Company from any
Claim arising from or related to your employment relationship with the Company
or the termination thereof, including, without limitation:

         -        Claims under any state or federal discrimination, fair
                  employment practices or other employment related statute,
                  regulation or executive order (as they may have been amended
                  through the Effective Date) prohibiting discrimination or
                  harassment based upon any protected status including, without
                  limitation, race, national origin, age, gender, marital
                  status, disability, veteran status or sexual orientation.
                  Without limitation, specifically included in this paragraph
                  are any Claims arising under the federal Age Discrimination in
                  Employment Act, the Older Workers Benefit Protection Act, the
                  Civil Rights Acts of 1866 and 1871, Title VII of the Civil
                  Rights Act of 1964, the Civil Rights Act of 1991, the Equal
                  Pay Act, the Americans With Disabilities Act and any similar
                  Massachusetts or other state statute.

         -        Claims under any other state or federal employment related
                  statute, regulation or executive order (as they may have been
                  amended through the Effective Date) relating to wages, hours
                  or any other terms and conditions of employment. Without
                  limitation, specifically included in this paragraph are any
                  Claims arising under the Fair Labor Standards Act, the
                  National Labor Relations Act, the Employee Retirement Income
                  Security Act of 1974, the Consolidated Omnibus Budget
                  Reconciliation Act of 1985 (COBRA) and any similar
                  Massachusetts or other state statute.


- --------------------------

1/      For the purposes of this section, the parties agree that the term
"OXiGENE" shall include OXiGENE, its divisions, affiliates and subsidiaries, and
its and their respective officers, directors, employees, attorneys, agents and
assigns.



                                       4






         -        Claims under any state or federal common law theory including,
                  without limitation, wrongful discharge, breach of express or
                  implied contract, promissory estoppel, unjust enrichment,
                  breach of a covenant of good faith and fair dealing, violation
                  of public policy, defamation, interference with contractual
                  relations, intentional or negligent infliction of emotional
                  distress, invasion of privacy, misrepresentation, deceit,
                  fraud or negligence,

         -        Any other Claim arising under local, state or federal law.

         You explicitly acknowledge that because you are over forty (40) years
of age, you have specific rights under the Older Workers Benefits Protection Act
("OWBPA"), which prohibits discrimination on the basis of age, and that the
releases set forth in this section are intended to release any right that you
may have to file a claim against the Company alleging discrimination on the
basis of age.

         Notwithstanding the foregoing, this section does not:

         -        release the Company from any obligation expressly set forth in
                  this Agreement or from any obligation, including without
                  limitation obligations under the Workers Compensation laws,
                  which as a matter of law cannot be released; claims for vested
                  benefits and/or your rights to indemnification by the company
                  under the Company's bylaws, this Agreement, and/or your
                  Employment Agreement dated January 1, 2002;

         -        prohibit you from filing a charge with the Equal Employment
                  Opportunity Commission ("EEOC");

         -        prohibit you from participating in an investigation or
                  proceeding by the EEOC or any comparable state or local
                  agency; or

         -        prohibit you from challenging or seeking a determination in
                  good faith of the validity of this release or waiver under the
                  Age Discrimination in Employment Act and does not impose any
                  condition precedent, penalty, or costs for doing so unless
                  specifically authorized by federal law.

         Your waiver and release, however, are intended to be a complete bar to
any recovery or personal benefit by or to you with respect to any claim
whatsoever, including those raised through a charge with the EEOC, except those
which, as a matter of law, cannot be released. In the event that you
successfully challenge the validity of the release with respect to the Age
Discrimination in Employment Act, the Company or any affected party sought to be
released hereunder may seek recovery from you of all amounts paid and the cost
of any benefits provided pursuant to this Agreement. Nothing in this Agreement,
however, shall limit the right of the Company or any affected party sought to be
released hereunder to seek immediate dismissal of a charge on the basis that
your signing of this Agreement constitutes a full release of any rights you
might otherwise have to pursue the charge.

         You acknowledge and agree that, but for providing this waiver and
release, you would


                                       5







not be receiving the Severance Pay being provided to you under the terms of this
Agreement.

         It is the Company's desire and intent to make certain that you fully
understand the provisions and effects of this Agreement. To that end, you have
been encouraged and given the opportunity to consult with legal counsel for the
purpose of reviewing the terms of this Agreement, and have been provided certain
additional information required by OWBPA, including job titles and ages of other
employees affected by layoff and eligible for severance pay and benefits, as set
forth in Exhibit A, and ages of employees in your job classification or
organizational unit not affected by layoff, as set forth in Exhibit B.
Consistent with the provisions of OWBPA, the Company is providing you with
forty-five (45) days in which to consider and accept the terms of this Agreement
by signing below and returning it to Richard Chin, President and CEO, OXiGENE,
Inc. 230 Third Avenue, Waltham, MA 02451. In addition, you may rescind your
assent to this Agreement within seven (7) days after you sign it. To do so, you
must deliver a notice of rescission to Richard Chin. To be effective, such
rescission must be hand delivered or postmarked within the seven (7) day period
and sent by certified mail, return receipt requested, to Agreement by signing
below and returning it to Richard Chin, President and CEO, OXiGENE, Inc. 230
Third Avenue, Waltham, MA 02451.

         7.       COMPANY'S RELEASE OF CLAIMS. The Company hereby agrees and
acknowledges that by signing this Agreement and for other good and valuable
consideration, it is, to the maximum extent allowed by the Company's By-laws and
applicable law, waiving and releasing its right to assert any form of legal
claim against you whatsoever for any alleged action, inaction or circumstance
existing or arising from the beginning of time through the Execution Date, but
specifically excluding claims arising out of fraud by you. Subject to the
foregoing exception, the Company's waiver and release herein is intended to bar
any form of legal claim, charge, complaint or any other form of action against
you seeking any form of relief including, without limitation, equitable relief
(whether declaratory, injunctive or otherwise), the recovery of any damages or
any other form of monetary recovery whatsoever (including, without limitation,
back pay, front pay, compensatory damages, emotional distress damages, punitive
damages, attorneys' fees and any other costs) against you, for any alleged
action, inaction or circumstance existing or arising through the Execution Date.
Notwithstanding the foregoing, this section does not release you from any
obligation expressly set forth in this Agreement.

         8.       ENTIRE AGREEMENT/MODIFICATION/WAIVER/CHOICE OF
LAW/ENFORCEABILITY/JURY WAIVER. You acknowledge and agree that, with the
exception of the Confidentiality and Inventions Agreement and Section 7 and
Section 8(A) of your Employment Agreement dated January 1, 2002, this Agreement
supersedes any and all prior or contemporaneous oral and/or written agreements
between you and the Company, and sets forth the entire agreement between you and
the Company. No variations or modifications hereof shall be deemed valid unless
reduced to writing and signed by the parties hereto. The failure of the Company
to seek enforcement of any provision of this Agreement in any instance or for
any period of time shall not be construed as a waiver of such provision or the
Company's right to seek enforcement of such provision in the future. This
Agreement is binding upon and shall inure to the benefit of the parties and
their respective agents, assigns, heirs, executors, successors and
administrators. This Agreement shall be deemed to have been made in the
Commonwealth of Massachusetts, shall take effect as an instrument under seal
within the


                                       6







Commonwealth of Massachusetts, and shall be governed by and construed in
accordance with the laws of Massachusetts, without giving effect to conflict of
law principles. You agree that any action, demand, claim or counterclaim
relating to the terms and provisions of this Agreement, or to its formation or
breach, shall be commenced in the Commonwealth of Massachusetts in a court of
competent jurisdiction, and you further acknowledge that venue for such actions
shall lie exclusively in the Commonwealth of Massachusetts and that material
witnesses and documents would be located in the Commonwealth of Massachusetts.
Both parties hereby waive and renounce in advance any right to a trial by jury
in connection with such legal action. The provisions of this Agreement are
severable, and if for any reason any part hereof shall be found to be
unenforceable, the remaining provisions shall be enforced in full.

         By executing this Agreement, you are acknowledging that you have been
afforded sufficient time to understand the terms and effects of this Agreement,
that your agreements and obligations hereunder are made voluntarily, knowingly
and without duress, and that neither the Company nor its agents or
representatives have made any representations inconsistent with the provisions
of this Agreement.

         This Agreement may be signed on one or more copies, each of which when
signed will be deemed to be an original, and all of which together will
constitute one and the same Agreement.



























                                       7




         If the foregoing correctly sets forth our understanding, please sign,
date and return the enclosed copy of this Agreement to Richard Chin, President
and CEO, at the Company within forty-five (45) days.



                                        Very truly yours,


                                        OXiGENE, Inc.

                                        By: /s/ Richard Chin
                                            -----------------------------------


                                        Dated: 12/7/06
                                               --------------------------------


Confirmed and Agreed:


/s/ Scott Young
- -----------------------------------
Scott Young

Dated: Dec. 4, 2006
       ----------------------------


Enclosures











                                       8









                                    EXHIBIT A

CLASS:          ALL OXIGENE, INC. EMPLOYEES ELIGIBLE FOR SEVERANCE PAYMENT





          TITLE                            DIVISION            AGE AS OF AUGUST 14, 2006
                                                         
Clinical Data Manager                    Clinical              35,37,41
Clinical Research Associate              Clinical              30,35
Clinical Trial Assistant                 Clinical              46
Director, Regulatory Affairs             Operations            39
Director, Pharmaceutical Development
 & Manufacturing                         Operations            55
Chief Operation Officer                  Operations            44
Receptionist                             Administrative        25













                                       9









                                   EXHIBIT B

CLASS:          ALL OXIGENE, INC. EMPLOYEES NOT ELIGIBLE FOR SEVERANCE PAYMENT






               TITLE                                 DIVISION           AGE AS OF AUGUST 14, 2006
                                                                  
Accounting Manager                                 Administrative       31
Accounts Payable Specialist                        Administrative       35
Office Manager                                     Administrative       30
Controller                                         Administrative       40
Program Business Analyst                           Administrative       36
Vice President & Chief Financial Officer           Administrative       50
Contracts Specialist                               Administrative       42
President & CEO                                    Administrative       39
Clinical Research Associate II                     Clinical             29,35
Clinical Trial Assistant                           Clinical             24
Sr. Director, Clinical Affairs                     Clinical             47
Clinical Trial Manager                             Clinical             34
Assoc. Director, Clinical Affairs                  Clinical             35
Chief Medical Officer                              Clinical             62
Sr. Clinical Data Manager                          Clinical             33
Assoc. Director, Preclinical Development           Operations           34
Assoc. Director, Pharmaceutical Development &      Operations           45
  Manufacturing
Sr. Regulatory Affairs Assoc.                      Operations           28
Manager, RA/QA                                     Operations           36
Chief Science Officer                              Research             50
Director, Research                                 Research             40








                                       10

EX-31.1

Exhibit 31.1

Certification Under Section 302

I, Richard Chin, certify that:

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

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) 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(s) 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 weakness in the design or operation of internal controls 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 controls over financial reporting.

Date: May 4, 2007	By:	/s/ Richard Chin Richard Chin, M.D.
		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 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) 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(s) 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 weakness in the design or operation of internal controls 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 controls over financial reporting.

Date: May 4, 2007	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), the undersigned officer of OXiGENE, Inc. (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, 2007 (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 4, 2007	By:	/s/ Richard Chin Richard Chin, M.D.
		President and Chief Executive Officer
Date: May 4, 2007	By:	/s/ James B. Murphy James B. Murphy
		Vice President and Chief Financial Officer and Chief Accounting 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.