8-K

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): October 1, 2008

OXiGENE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of	0-21990 (Commission File Number)	13-3679168 (I.R.S. Employer Identification No.)
incorporation)

230 Third Avenue, Waltham, MA 02451
(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 3.02 Unregistered Sales of Equity Securities.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBITS
EX-99.1 Press Release dated October 1, 2008

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2008, OXiGENE, Inc. (“OXiGENE” or the “Company”) entered into a series of related agreements with Symphony Capital LLC (“Symphony”), Symphony ViDA, Inc. (“ViDA”), Symphony ViDA Holdings LLC (“Holdings”) and related entities, including the following:

• Purchase Option Agreement;

• Research and Development Agreement;

• Amended & Restated Research and Development Agreement;

• Technology License Agreement;

• Novated and Restated Technology License Agreement;

• Confidentiality Agreement; and

• Additional Funding Agreement.

In addition, on October 1, 2008, OXiGENE entered into a series of related agreements with Holdings, including the following:

• Stock and Warrant Purchase Agreement;

• Warrant to purchase up to 11,281,877 shares of OXiGENE common stock; and

• Registration Rights Agreement.

Pursuant to these agreements, Holdings has formed and capitalized ViDA, a newly formed Delaware corporation, in order (a) to hold certain intellectual property related to two of OXiGENE’s product candidates, ZYBRESTAT for use in ophthalmologic indications and OXi4503 (the “Programs”), which were exclusively licensed to ViDA under the Novated and Restated Technology License Agreement and (b) to fund commitments in the amount of up to $40 million. The funding will support pre-clinical and clinical development by OXiGENE, on behalf of ViDA, of the Programs. The Company is developing a topical formulation of ZYBRESTAT for ophthalmologic diseases and conditions, such as age-related macular degeneration, that are characterized by abnormal blood vessel growth within the eye that results in loss of vision. The Company currently plans to undertake a series of preclinical and clinical studies with the objective of demonstrating the utility of a topical formulation of ZYBRESTAT in an ophthalmologic indication. OXi4503 is currently in a Phase I clinical trial in patients with advanced solid tumors. Based on favorable results in preclinical studies, the Company currently plans to undertake further clinical trials with OXi4503 in liquid and/or solid tumors.

The Purchase Option Agreement provides for the exclusive right, but not the obligation, of OXiGENE to repurchase both Programs by acquiring 100% of the equity of ViDA at any time between October 2, 2009 and March 31, 2012 for an amount equal to two times the amount of capital actually invested by Symphony in ViDA, less certain amounts. The purchase price is payable in cash or a combination of cash and shares of OXiGENE common stock (up to 20% of the purchase price or 10% of the total number of shares of OXiGENE common stock outstanding at such time), in OXiGENE’s sole discretion, subject to certain limitations. If OXiGENE does not exercise its exclusive right with respect to the purchase of the Programs licensed under the agreement with ViDA, rights to the Programs at the end of the development period will remain with ViDA.

OXiGENE has issued to Holdings, pursuant to the Stock and Warrant Purchase Agreement, (1) an aggregate of 5,835,241 shares of OXiGENE common stock (the “Shares”), and (2) a ten-year warrant to purchase 11,281,877 shares of OXiGENE common stock (the “Warrant”) at an exercise price of $1.11 per share, the closing price of OXiGENE common stock on the Nasdaq Global Market on September 30, 2008. OXiGENE may issue additional shares of its common stock and warrants in the event of specified events under the Additional Funding Agreement, the Novated and Restated Technology License Agreement and the Purchase Option Agreement. OXiGENE has agreed to provide certain

registration rights under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares issued and to be issued to Holdings under these agreements. In addition, to compensate Symphony for structuring the transaction and the payment of certain of its expenses, OXiGENE will pay a fee of $1.75 million.

The Research and Development Agreement provides that the conduct of the activities under the mutually agreed upon development plan and budget during the development period will be undertaken primarily by OXiGENE with support from RRD International LLC, the clinical development partner of Symphony, and provides that the development will be overseen by a Development Committee which is comprised of six representatives, three representatives to be designated by OXiGENE, one of which shall be Patricia A. Walicke, M.D., Ph.D., OXiGENE’s Vice President and Chief Medical Officer, who shall serve as chairman of the Development Committee, and three representatives to be designated by Holdings. The Development Committee will report to the board of directors of ViDA, which will be comprised of John Kollins, OXiGENE’s Chief Operating Officer, two representatives of Symphony, Mark Kessel and Jeffrey S. Edelman, and two independent board members.

In addition, OXiGENE has given Symphony the right to appoint two members to OXiGENE’s Board of Directors.

On October 1, 2008, OXiGENE also executed Amendment No. 1 to Stockholder Rights Agreement with American Stock Transfer & Trust Company, the rights agent, in order to exempt the transaction with Symphony from the operation of the Stockholder Rights Agreement.

On October 1, 2008, OXiGENE issued a press release describing this transaction. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference.

The Shares and the Warrant were issued to accredited investors, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Shares and Warrant have not been registered under the Securities Act or any state securities laws. In issuing these securities, OXiGENE relied upon Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder to conclude that this transaction is exempt from the registration requirements of the Securities Act. Pursuant to the Registration Rights Agreement, OXiGENE has agreed to file a registration statement for the resale of the Shares and the shares of common stock underlying the Warrant. Neither this current report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or a solicitation of an offer to buy shares of common stock or other securities of OXiGENE.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Press Release dated October 1, 2008, reporting entry into transaction with Symphony.

SIGNATURE

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

Date: October 1, 2008	OXiGENE, Inc.
	/s/ James B. Murphy
	By: James B. Murphy
	Vice President and Chief Financial Officer

EXHIBITS

Exhibit Number	Description
99.1	Press Release dated October 1, 2008, reporting entry into transaction with Symphony.

EX-99.1

Exhibit 99.1

Investor and Media Contact:
Michelle Edwards, Investor Relations
medwards@oxigene.com
415-315-9413

OXiGENE ANNOUNCES STRATEGIC COLLABORATION WITH
SYMPHONY CAPITAL

SYMPHONY TO FUND UP TO $40 MILLION TO
ADVANCE OXIGENE PIPELINE

WALTHAM, MA — October 1, 2008 — OXiGENE, Inc. (NASDAQ: OXGN, XSSE: OXGN), a clinical-stage, biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases, has entered into a strategic collaboration with Symphony Capital Partners, L.P. (Symphony) that will provide OXiGENE with up to $40 million to further advance its pipeline of vascular disrupting agent (VDA) drug candidates for cancer and eye disease.

Collaboration Summary

Under the terms of the collaboration Symphony has agreed to provide up to $40 million to support the advancement of OXiGENE’s pipeline programs:

Symphony will provide up to $25 million to Symphony ViDA, Inc., a newly-created company that was established to accelerate the development of the OXi4503 and ZYBRESTAT for ophthalmology programs. Symphony has initially invested $15 million in Symphony ViDA and has agreed to provide up to an additional $5 million of capital to Symphony ViDA (which may be increased by a further $5 million at Symphony’s option), to be contributed as a single tranche during the first two years of the collaboration, for the further clinical development of these programs.

Symphony has invested $15 million directly in OXiGENE to be used for general corporate purposes, including for the development of ZYBRESTAT in oncology. As part of this investment Symphony has purchased 2.2 million shares of OXiGENE common stock at a purchase price of $1.11 per share, the closing price as of September 30, 2008. OXiGENE has issued to Symphony warrants to purchase 11.3 million additional shares of OXiGENE common stock at a price of $1.11 per share. Following shareholder approval required under NASDAQ rules, Symphony will purchase, at that price, the number of shares that remain subject to the warrants.

Through an exclusive purchase option, OXiGENE retains the right, but not the obligation, to acquire 100% of the equity of Symphony ViDA for an exercise price equal to two times the amount of capital actually invested by Symphony in Symphony ViDA, less certain amounts. The purchase option exercise price may be paid in cash or a combination of cash and OXiGENE common stock at OXiGENE’s discretion, subject to certain limitations. If OXiGENE chooses not to exercise the purchase option, Symphony ViDA will retain the licensed rights to the OXi4503 and ZYBRESTAT for ophthalmology programs. In exchange for the purchase option to acquire Symphony ViDA, OXiGENE issued 3.60 million shares of OXiGENE common stock to Symphony (market value of $4.0 million based on the closing price of OXiGENE common stock as of September 30,

2008). On the date of any additional funding by Symphony of Symphony ViDA, OXiGENE will issue to Symphony up to $1 million in common stock at the then current market price, with the number of shares issued to be adjusted pro rata should the amount of additional funding be less than $10 million. The purchase option will be exercisable beginning on October 2, 2009 and will expire on March 31, 2012 unless exercised prior to this date.

Under the terms of the collaboration, Symphony has the right to appoint two members to the OXiGENE Board of Directors. Symphony has designated Mark Kessel and Alastair J.J. Wood, M.D., both Managing Directors of Symphony Capital LLC, as the Symphony representatives to be named to the Board at a future meeting.

“The Symphony partnership significantly enhances OXiGENE’s financial position, augments our drug development expertise, and helps accelerate the development and commercialization of our three clinical-stage VDA drug programs: ZYBRESTAT for oncology, OXi4503 and ZYBRESTAT for ophthalmology. Importantly, OXiGENE retains exclusive rights to all programs and gains further flexibility to partner its programs at a more advanced stage of development and from a position of greater strength. Furthermore, the collaboration terms transfer the development risk of the OXi4503 and ZYBRESTAT for ophthalmology programs to Symphony, as our purchase option for the Symphony ViDA assets represents a right but not an obligation to reacquire the programs,” said John Kollins, Chief Operating Officer of OXiGENE.

“We chose to partner with OXiGENE because we believe that, with the added financial support and development expertise provided by Symphony, the company is now well positioned to drive long-term shareholder value through its compelling pipeline of VDA drug candidates,” said Mark Kessel, founder and Managing Director of Symphony Capital.

Symphony ViDA will be governed by a board of directors comprised of John Kollins, OXiGENE’s Chief Operating Officer, two representatives of Symphony Capital, Mark Kessel and Jeffrey S. Edelman, and two independent Board members. Representatives of RRD International, LLC, a product development company, will serve as Symphony ViDA’s management team and will be on the joint development committee established for the ZYBRESTAT for oncology, ZYBRESTAT for ophthalmology and OXi4503 programs. OXiGENE will continue to have operational responsibility related to these programs.

Under NASDAQ rules, OXiGENE stockholders will be required to approve the issuance of shares underlying the warrant described above, the use of shares to exercise the purchase option described above, and any additional issuances of shares to Symphony pursuant to these agreements at a stockholder meeting that OXiGENE anticipates will be held during the fourth quarter of 2008.

Conference Call Today, Wednesday, October 1st

OXiGENE management will hold a conference call today to discuss the Symphony ViDA collaboration at 9:00 a.m. Eastern Time. The dial-in number for the conference call is 1-888-802-2279 (within the United States) or 1-913-312-6697 (international). The pass code for all callers is 4452689. Investors can access www.oxigene.com to listen to a live webcast of the call.

About OXiGENE

OXiGENE is a clinical-stage biopharmaceutical company developing novel therapeutics to treat cancer and eye diseases. The company’s major focus is developing vascular disrupting agents (VDAs) that selectively disrupt abnormal blood vessels associated with solid tumor progression and visual impairment. OXiGENE is dedicated to leveraging its intellectual property and therapeutic development expertise to bring life-extending and life-enhancing medicines to patients. Additional information about OXiGENE is available at www.oxigene.com.

About Symphony Capital

Symphony Capital is a New York-based private equity firm that invests in development stage biopharmaceutical programs. Symphony has the most experienced team in R&D project-specific financings and invests exclusively in the type of collaboration undertaken with OXiGENE. Symphony Capital Partners, L.P. is the lead investor in Symphony ViDA. Additional information about Symphony is available at www.symphonycapital.com.

About RRD International, LLC

RRD International, LLC (RRD) is a product development company dedicated to supporting the global regulatory, preclinical and clinical needs of biotechnology, pharmaceutical and medical device companies. RRD provides comprehensive strategic planning and operational support from program inception to product approval including the design, management and execution of clinical trials. RRD’s team of highly experienced drug and device developers has a substantial record of favorable FDA interactions and outcomes. Through its customized and flexible business approach, RRD offers a unique risk-sharing model, enabling its goals and interests to be aligned with a partner company’s success. Additional information about RRD is available at www.rrdintl.com.

About ZYBRESTAT (fosbretabulin)

ZYBRESTAT is currently being evaluated in a pivotal registration study in Anaplastic Thyroid Cancer (ATC) under a Special Protocol Assessment agreement with the U.S. Food and Drug Administration (FDA). OXiGENE believes that ZYBRESTAT is poised to become the first therapeutic product in a novel class of small-molecule drug candidates called vascular disrupting agents (VDAs). Through interaction with vascular endothelial cell cytoskeletal proteins, ZYBRESTAT selectively targets and collapses tumor vasculature, thereby depriving the tumor of oxygen and causing death of tumor cells. In clinical studies in solid tumors, ZYBRESTAT has demonstrated potent and selective activity against tumor vasculature, as well as clinical activity against ATC, ovarian cancer, and various other solid tumors. In clinical studies in patients with forms of macular degeneration, intravenously-administered ZYBRESTAT has demonstrated clinical activity, and the Company is working to develop a convenient and patient-friendly topical formulation of ZYBRESTAT for ophthalmological indications.

About OXi4503

OXi4503 (combretastatin A1 di-phosphate / CA1P) is a dual-mechanism VDA that is being developed in clinical studies for the treatment of solid and liquid tumors. Like its structural analog, ZYBRESTAT™ (fosbretabulin / CA4P), OXi4503 has been observed to block and destroy tumor vasculature, resulting in extensive tumor cell death and necrosis. In addition, preclinical data indicates that OXi4503 is metabolized by oxidative enzymes (e.g., tyrosinase and peroxidases), which are elevated in many solid tumors and tumor white blood cell infiltrates, to an orthoquinone chemical species that has direct cytotoxic effects on tumor cells. Preclinical studies have shown that OXi4503 has (i) single-agent activity against a range of xenograft tumor models; and (ii) synergistic or additive effects when incorporated in various combination regimens with chemotherapy, molecularly-targeted therapies (including tumor-angiogenesis inhibitors), and radiation therapy. OXi4503 is currently being evaluated as a monotherapy in a Phase I dose-escalation clinical trial in patients with advanced solid tumors.

Safe Harbor Statement

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements in this press release may turn out to be wrong. Forward-looking statements can be affected by inaccurate assumptions OXiGENE might make or by known or unknown risks and uncertainties, including, but not limited to, enrollment rate for patients in the

ZYBRESTAT pivotal trial for anaplastic thyroid cancer, interim analysis of the same, timing of the IND filing and Phase I trial initiation for topical ZYBRESTAT, timing of a Phase II clinical trial of ZYBRESTAT and bevacizumab in NSCLC, timing or execution of a strategic collaboration on any product or indication, and cash utilization rate for 2008. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in OXiGENE’s reports to the Securities and Exchange Commission, including OXiGENE’s reports on Form 10-K, 10-Q and 8-K. However, OXiGENE undertakes no obligation to publicly update forward-looking statements, whether because of new information, future events or otherwise. Please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

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