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 22, 2008

OXiGENE, INC.

(Exact name of registrant as specified in its charter)

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

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

EX-10.1 Form of Indemnification Agreement between OXiGENE and its Directors

EX-10.2 OXiGENE, Inc. Amended and Restated Director Compensation Policy

EX-10.3 Separation Agreement between OXiGENE and Dr. Chin dated October 22, 2008

EX-10.4 Amendment No. 3 Employment Agreement, dated October 22, 2008

EX-99.1 Press Release dated October 23, 2008

Introductory Note

     On October 22, 2008, the OXiGENE, Inc. Board of Directors approved several agreements and actions, as described in further detail below. Among those actions were the following:

- appointment of John A. Kollins as Chief Executive Officer and as a director,

- appointment of two new directors as designees of Symphony Capital LLC, pursuant to the Company’s recently announced agreements with Symphony,

- approval of a new Director Compensation Policy, under which (1) compensation to the independent members of the Board of Directors has been reduced by 50% and (2) compensation may now be paid in cash or in the Company’s common stock, at each director’s option, with a goal of conserving the Company’s available cash resources,

- approval of an indemnification agreement between the Company and its directors.

Item 1.01 Entry into a Material Definitive Agreement.

     The disclosure set forth below under Item 5.02 is incorporated herein by reference.

     On October 22, 2008, OXiGENE, Inc. approved a form of indemnification agreement to be entered into with each of its directors, which is attached hereto as Exhibit 10.1 and incorporated herein by reference, in order to provide consistent indemnification arrangements for all directors. The indemnification agreement provides that each director who was or is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was one of the Company’s directors, shall be indemnified by the Company to the fullest extent authorized by the Delaware General Corporation Law against all expense, liability and loss (including attorneys’ fees, judgments, fines or penalties and amounts paid in settlement) reasonably incurred in connection with such legal proceedings. A director will not receive indemnification under this agreement if he is found not to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the Company’s best interests.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Not applicable.

(b) and (c) On October 22, 2008, OXiGENE announced that Richard Chin, M.D. has resigned from his positions as the Company’s Chief Executive Officer, President and member of the Board of Directors and that John A. Kollins, who served as the Company’s Senior Vice President and Chief Business Officer from March 2007 to July 2008 and as the Company’s Chief Operating Officer since July 2008, has been appointed as the Company’s Chief Executive Officer.

     Mr. Kollins, 45, has nearly 20 years of pharmaceutical and biotechnology industry experience, specifically in strategic marketing, new product development and business development. Prior to joining OXiGENE, Mr. Kollins had been an independent consultant since February 2005. His clients included GRT Capital Partners, LLC’s health care fund, GRT Health Care, LP, Entelos, Inc., CovX and other private and publicly-held biopharmaceutical companies. From October 2004 until February 2005, he was the Chief Business Officer at CovX Research LLC, a privately-held biopharmaceutical company, of San Diego, CA. Mr. Kollins served as an advisor to CovX and chaired CovX’s external advisory board from 2005 until the sale of the company to Pfizer, announced in December 2007. From January 2003 until January 2004, he served as the Vice President, Business Development at Renovis, Inc., a biopharmaceutical company located in South San Francisco, CA, and was a consultant to Renovis from January 2004 through October 2004. He started his career in the biopharmaceutical industry in 1989 as a Product Manager with Immunex Corporation and subsequently served in marketing and business development roles at Elan Pharmaceuticals, Inc. and Athena Neurosciences, Inc., (acquired by Elan), as well as at SurroMed, Inc., where he served as Vice President, Business

Development. Mr. Kollins graduated from Duke University with a B.S.E. (Mechanical Engineering and Materials Science) degree magna cum laude and earned an M.B.A. with honors from the University of Virginia’s Darden Graduate School of Business.

     Concurrent with Mr. Kollins’ appointment, the Compensation Committee of the Board, consistent with its policies, intends to review Mr. Kollins’ compensation and recommend appropriate changes to the Board of Directors for its consideration and approval.

     The Company has also entered into a separation agreement with Dr. Chin. Pursuant to the separation agreement, Dr. Chin’s employment with OXiGENE ended on October 22, 2008, and he resigned from OXiGENE’s Board effective October 22, 2008. The Separation Agreement provides for a mutual release of claims, known and unknown, and for specified ongoing obligations on Dr. Chin’s part relating to nonsolicitation of Company employees and maintenance of Company confidential information.

(d) On October 22, 2008, OXiGENE’s Board of Directors appointed John A. Kollins, as well as Mark Kessel and Alastair J.J. Wood, M.D., both Managing Directors of Symphony Capital LLC, to serve as members of the Board. Pursuant to the terms of the collaboration between OXiGENE and Symphony Capital LLC, OXiGENE granted Symphony the right to appoint two members to OXiGENE’s Board of Directors.

     Mr. Kessel, 67, a Managing Director of Symphony Capital LLC, co-founded Symphony in 2002 and is widely recognized as the leader in structuring product development investments for the biopharmaceutical industry. Mr. Kessel was formerly the Managing Partner of Shearman & Sterling LLP, with day-to-day operating responsibility for this large international law firm. He received a B.A. with honors in Economics from the City College of New York and a J.D. magna cum laude from Syracuse University College of Law. Mr. Kessel is a director and Chairman of Symphony Icon, Inc., a director of Symphony Dynamo, Inc. and a member of the Development Committee of Symphony Evolution, Inc., all Symphony portfolio companies. In addition, Mr. Kessel is a director and Vice Chairman of the Global Alliance for TB Drug Development, a director of Fondation Santé and a director of the Biotechnology Industry Organization. Mr. Kessel has written on financing for the biotech industry for Nature Reviews Drug Discovery, Nature Biotechnology and other publications, and on issues related to governance and audit committees for such publications as The Wall Street Journal, Financial Times, The Deal and Euromoney.

     Dr. Wood, 62, a Managing Director of Symphony Capital LLC, has worked with Symphony since its inception, initially as Chairman of Symphony’s Clinical Advisory Council, and joined the firm full-time in September 2006 as a Managing Director after completing more than 30 years at Vanderbilt University School of Medicine, most recently as Associate Dean of External Affairs, where he was also Attending Physician and Tenured Professor of Medicine and Pharmacology. Dr. Wood is currently Professor of Medicine (courtesy appointment) and Professor of Pharmacology (courtesy appointment) at Weill Cornell Medical School, appointments served in an unpaid capacity. Dr. Wood has written or co-authored more than 300 scientific papers and won numerous honors including election to the National Academy of Sciences’ Institute of Medicine. He was until 2006 the chairman of the FDA’s Nonprescription Drugs Advisory Committee, and recently chaired the FDA Advisory Committee on Cox-2 inhibitors. He previously served as a member of the Cardiovascular and Renal Advisory Committee of the FDA, and the FDA’s Nonprescription Drugs Advisory Committee. Dr. Wood has been a member of and chaired National Institutes of Health study sections, served on the editorial boards of four major journals, and between 1992 and 2004 was the Drug Therapy Editor of The New England Journal of Medicine. Most recently, he was named to the Board of the Critical Path Institute. He earned his medical degree at the University of St. Andrews. Dr. Wood is a director of Symphony Evolution, Inc. and a member of the Development Committees of Symphony Dynamo, Inc., Symphony Allegro, Inc. and Symphony Icon, Inc., all Symphony portfolio companies.

     Each of Mr. Kollins, Mr. Kessel and Dr. Wood will serve terms concluding at each annual meeting of the Company’s stockholders and will not receive any compensation from the Company in connection with his service as director.

(e) In light of the primary goal of the Company in preserving cash for use in the operation of the Company’s business, the Compensation Committee of the Board of Directors has approved various measures relating to compensation

of the non-employee directors of the Company and Mr. Joel-Tomas Citron, the Company’s Chairman of the Board of Directors.

     Effective October 22, 2008, the annual retainer payable to non-employee directors will be reduced from $30,000 to $15,000, the annual retainer for the chairman of each committee of the Board will be reduced from $7,500 to $3,750, and the fees paid for attending each Board meeting and each Board committee meeting will be reduced from $1,500 to $750 and from $1,000 to $500, respectively. All non-employee directors will be strongly encouraged to elect to take their fees for service on the Board and its committees in the form of the Company’s common stock, $0.01 par value per share, rather than in the form of cash, again in order to preserve cash for the operation of the Company’s business.

     In addition, the existing Employment Agreement between the Company and Mr. Citron (the “Agreement”) has been amended to provide that Mr. Citron’s annual base salary will be reduced, effective October 1, 2008, to $100,000 plus reasonable expenses from $200,000 plus reasonable expenses. In addition, the Agreement will not have a fixed term and will be terminable by either party upon notice as specified in the Agreement.

     OXiGENE noted its appreciation of the directors’ willingness to take such measures in order to preserve the Company’s cash for use in operations.

(f) Not applicable.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
10.1	Form of Indemnification Agreement between OXiGENE and its Directors.
10.2	OXiGENE, Inc. Amended and Restated Director Compensation Policy.
10.3	Separation Agreement between OXiGENE and Dr. Chin dated as of October 22, 2008.
10.4	Amendment No. 3 to Employment Agreement by and among OXiGENE and Mr. Citron dated as of October 22, 2008.
99.1	Press Release dated October 23, 2008, reporting appointment of Mr. Kollins as Chief Executive Officer of OXiGENE.

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 24, 2008	OXiGENE, Inc.
	/s/ James B. Murphy
	By: James B. Murphy
	Vice President and Chief Financial Officer

EXHIBITS

Exhibit Number	Description
10.1	Form of Indemnification Agreement between OXiGENE and its Directors.
10.2	OXiGENE, Inc. Amended and Restated Director Compensation Policy.
10.3	Separation Agreement between OXiGENE and Dr. Chin dated as of October 22, 2008.
10.4	Amendment No. 3 to Employment Agreement by and among OXiGENE and Mr. Citron dated as of October 22, 2008.
99.1	Press Release dated October 23, 2008, reporting appointment of Mr. Kollins as Chief Executive Officer of OXiGENE.

EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

by and among

THE PERSONS LISTED HEREIN

and

OXiGENE, INC.

Dated as of [___________], 2008

INDEMNIFICATION AGREEMENT

     This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [___], 2008, among OXiGENE, Inc., a Delaware corporation (the “Company”), and each of the Indemnitees (as defined below), each in his or her capacity as a member of the board of directors of the Company.

PRELIMINARY STATEMENT

     WHEREAS, the following persons (including any successors and subsequently elected directors who shall execute counterpart signature pages in accordance with Section 5(c) hereof, the “Directors” and the “Indemnitees”) have each agreed to serve as a member of the board of directors of the Company: [___];

     WHEREAS, the Company desires to indemnify and hold harmless the Indemnitees as set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (the “Parties”) agree as follows:

     Section 1. Indemnification.

          (a) The Company hereby agrees to and shall indemnify and hold harmless any Indemnitee who was or is a party or is threatened to be made a party, by reason of the fact that the Indemnitee is or was a Director, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such action, suit or proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

          (b) The Company hereby agrees to and shall indemnify and hold harmless any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a Director, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be

in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (c) To the extent that a present or former Director has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1)(a) or (1)(b) hereof, or in defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee in connection therewith.

          (d) Any indemnification under Sections (1)(a) or (1)(b) hereof (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in such Sections (1)(a) and (1)(b). Such determination shall be made (a) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of Directors who are not parties to such action, suit or proceeding designated by majority vote of such Directors, even though less than a quorum, or (c) if there are no Directors who are not parties to such action, suit or proceeding, or if such Directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders of the Company.

          (e) Expenses (including reasonable attorneys’ fees) incurred by a present or former Indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amount if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified by the Company as authorized in this Agreement.

          (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other provisions of this Section 1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested Directors or otherwise and in any capacity.

          (g) Pursuant to the Stock and Warrant Purchase Agreement, the Company shall purchase and maintain insurance on behalf of the Indemnitees against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify such Indemnitee against such liability under the provisions of Section 145 of the General Corporation Law of the State of Delaware.

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          (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 1 shall continue as to any Indemnitee who has ceased to be an Indemnitee of the Company and shall inure to the benefit of the heirs, executors and administrators of such Indemnitee.

     Section 2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     Section 3. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     Section 4. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the matters covered hereby and supersedes all prior agreements and understandings with respect to such matters between the Parties.

     Section 5. Amendment; Counterparts; Additional Indemnitees.

          (a) The terms of this Agreement shall not be altered, modified, amended, waived or supplemented in any manner whatsoever except by a written instrument signed by each of the Parties.

          (b) This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement.

          (c) Persons who become Indemnitees after the date hereof may become a party hereto by executing a counterpart of this Agreement and upon the acknowledgement of such execution by the Company.

[SIGNATURES FOLLOW ON NEXT PAGE]

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     IN WITNESS WHEREOF, the Parties hereto have signed this Agreement as of the day and year first above written.

OXIGENE, INC.
By:
	Name:
	Title:
DIRECTORS:
By:
	Name:
	Title:	Director
By:
	Name:
	Title:	Director

[Signature page to OXiGENE Director Indemnification Agreement]

EX-10.2

Exhibit 10.2

As adopted effective October 22, 2008

OXIGENE, INC.
AMENDED AND RESTATED
DIRECTOR COMPENSATION POLICY

     The Board of Directors of OXiGENE, Inc. (the “Company”) has approved the following amended and restated policy which establishes compensation to be paid to non-employee directors of the Company, to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company’s Board of Directors. Each such director will receive fees payable in cash and/or equity as compensation for his or her services, all as further set forth herein.

Applicable Persons

     This Policy shall apply to each director of the Company who (a) is not an employee of the Company or any Affiliate, (b) is not associated with Symphony Capital Partners, L.P., and (c) does not receive compensation as a consultant to the Company or any Affiliate (each, an “Outside Director”). Affiliate shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.

Annual Retainers

     Each Outside Director shall be compensated on an annual basis for providing services to the Company. Each Outside Director shall receive an annual retainer consisting of either cash or a grant of the common stock, $0.01 par value per share, of the Company (the “Common Stock”) under the OXiGENE, Inc. 2005 Stock Plan (the “Stock Plan”), at the election of each Outside Director, as follows:

• $15,000 in cash, or

• such number of shares of Common Stock as is equal to $15,000 on the date of the grant of the shares.

     In addition to the foregoing, the Chairman of each Committee of the Board shall receive, for each committee chaired (which may be more than one), an annual retainer consisting of either cash or a grant of Common Stock under the Stock Plan, at the election of each Chairman, as follows:

• $3,750 in cash, or

• such number of shares of Common Stock as is equal to $3,750 on the date of the grant of the shares.

Meeting Attendance Fees

     Each Outside Director shall receive a fee for attendance at each Board meeting or Committee meeting consisting of either cash or a grant of Common Stock under the Stock Plan, at the election of each Outside Director, as follows:

• $750 in cash for attendance at each Board meeting, or

• such number of shares of Common Stock as is equal to $750 on the date of the grant of the shares; and

• $500 in cash for attendance at each Committee meeting, or

• such number of shares of Common Stock as is equal to $500 on the date of the grant of the shares.

Election of Form of Compensation

     Each Outside Director shall make an annual election on the form provided by the Company, indicating the desired form of his or her compensation from the Company, prior to December 1 of each year. Such election shall remain in effect throughout the following calendar year. Outside Directors are strongly encouraged to take their fees for service in the form of Common Stock and not in cash.

     Cash Payments

     Cash to be paid to an Outside Director shall be paid quarterly in arrears as of the last day of each calendar quarter. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment on a pro rata basis from the first day of the applicable quarter through his or her last day of service.

     Stock Grants

     Shares of Common Stock to be paid to an Outside Director shall be automatically granted without further action by the Board of Directors or the Compensation Committee quarterly in arrears as of the last day of each calendar quarter; provided, however, that the Board of Directors or Compensation Committee shall, by unanimous written consent dated on or prior to the date of the first issuance of shares in each year, approve the grant of any shares of Common Stock to be issued to each Outside Director for the applicable year pursuant to this Policy. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a payment in shares of Common Stock on a pro rata basis from the first day of the applicable quarter through his or her last day of service.

     The number of shares to be received by an Outside Director shall be calculated by dividing the applicable cash amount to be received (for example, $15,000 in the case of the annual retainer) by the Fair Market Value (as defined in the Stock Plan) of the shares of Common Stock (rounded down to the nearest whole number so that no fractional shares shall be issued).

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     Initial Annual Retainer For Newly Appointed or Elected Directors

     Each Outside Director who is first appointed or elected to the Board of Directors after the date of the adoption of this Policy shall receive his or her first year’s annual retainer prorated in accordance with the terms of this Policy from the first day of his or her initial appointment or election through the last day of the applicable calendar quarter. Each such Outside Director shall make an election prior to the end of the calendar quarter after his or her initial appointment or election as to his or her decision to receive cash or shares of Common Stock. The Board of Directors or Compensation Committee shall, by unanimous written consent dated on or prior to the last day of the calendar quarter in which such Outside Director is elected, approve the grant of any shares to be issued to such Outside Director pursuant to this Policy.

Purchase Price and Other Provisions Applicable to All Stock Grants

     Shares granted shall have a purchase price equal to the par value of the Common Stock on the date of grant and shall be subject to the terms and conditions of the Stock Plan.

Expenses

     Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors, Committees thereof or in connection with other Board related business.

Amendments

     The Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy.

DATED: September, 2008

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EX-10.3

Exhibit 10.3

SEPARATION AGREEMENT AND GENERAL RELEASE

          THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Dr. Richard Chin (“Executive”) and OXiGENE, Inc. (“Employer”), and inures to the benefit of each of Employer’s current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, attorneys, employees and assigns.

RECITALS

     A. Executive was employed by Employer as its President and Chief Executive Officer (“CEO”) as of June 29, 2006, pursuant to an Employment Agreement of equal date, a copy of which is attached as Exhibit A (referred to herein as the “Employment Agreement”), and has also served as a member of Employer’s Board of Directors.

     B. Executive has elected to voluntarily resign from his employment, without “Good Reason” (as that term is defined in the Employment Agreement), and to resign as a Director, effective October 22, 2008 (the “Separation Date”).

     C. Section 4(b) of the Employment Agreement provides that Executive receive certain compensation upon the effective date of his resignation without Good Reason. In addition, in consideration for the release granted by Executive herein, Employer wishes to grant, and Executive desires to receive, the release set forth in this Agreement.

     D. Executive and Employer (collectively, the “Parties”) wish permanently to resolve any and all actual and/or potential disputes between them, including disputes arising out of Executive’s employment with Employer or the cessation of that employment.

          NOW, THEREFORE, for and in consideration of the execution of this Agreement and the mutual covenants contained in the following paragraphs, Employer and Executive agree as follows:

     1. No Admission of Liability. The Parties agree that neither this Agreement, nor performance of the acts required by it, constitute an admission of liability, culpability, negligence or wrongdoing on the part of anyone, and will not be construed for any purpose as an admission of liability, culpability, negligence or wrongdoing by any party and/or by any party’s current, former or future parents, subsidiaries, related entities, predecessors, successors, officers, directors, shareholders, agents, employees and assigns.

     2. Separation Benefit. In consideration of the releases granted by Executive herein, Employer agrees to reimburse Executive for (or directly pay to the insurance carrier) any premiums paid by Executive to continue group health coverage for himself and his dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), through December 31, 2008, as well as to grant Executive the release set forth in Section 9 below (collectively, the “Separation Benefit”). Executive acknowledges and agrees that he is not otherwise entitled to the Separation Benefit. Executive may also elect to obtain COBRA

coverage through Employer after December 31, 2008 up to the statutory limit, but Executive shall be solely responsible for the payment of associated premiums after that date.

     3. Wages and Vacation Time Paid. Executive acknowledges that, as of the Separation Date, he has been paid all wages by Employer, including pay for any unused vacation accrued through the Separation Date, and that such receipt was not conditioned upon the execution of this Agreement.

     4. Protection of Confidential Information; Return of Property. Executive acknowledges that during the course of his employment, he had ongoing access and exposure to, and obtained knowledge of, Confidential Information belonging to Employer. For purposes of this Agreement, “Confidential Information” is defined as set forth in Section 1 of the Confidentiality, Noncompetition and Intellectual Property Agreement (“Confidentiality Agreement”), which is attached hereto as Exhibit B to the Employment Agreement. Executive agrees that he will not use, or disclose to any person, at any time, any Confidential Information, and that he will comply with the confidentiality obligations in Section 1 of the Confidentiality Agreement, which obligations extend beyond the Separation Date (as provided by the Confidentiality Agreement). Executive agrees to return the Employer, within two (2) business days of the date of this Agreement, any and all items of personal property belonging to the Employer, including but not limited to computer equipment and books.

     5. Post-Employment Non-Solicitation and Non-Interference Obligations. Executive understands and acknowledges that he is subject to certain non-solicitation obligations, set forth in Section 2 of the Confidentiality Agreement, and agrees that he will comply with said obligations, to the fullest extent allowable by state and federal law. Executive further agrees that following the Separation Date, he shall not, directly or indirectly, interfere with Employer’s business by: (i) revealing any Confidential Information; (ii) soliciting, causing to be solicited, or knowingly accepting the disclosure of any Confidential Information for any purpose whatsoever or for any other party; or (iii) disrupting or seeking to disrupt in any manner, directly or indirectly, any contractual relationship he knows to exist between Employer and any customer, supplier, partner or other entity. Executive further agrees that he shall not, directly or indirectly, for a period of two (2) years following the Separation Date, interfere with Employer’s business by (i) inducing or attempting to induce any employee of Employer to end his or her employment; (ii) inducing or attempting to induce a consultant, independent contractor, licensee or other third party to sever any relationship with Employer; or (iii) assisting any other person, firm or entity in the solicitation of any such Executive, consultant, independent contractor, licensee or third party.

     6. Executive’s General Release. In consideration of the benefits provided under this Agreement, including without limitation the Separation Benefit, Executive on his own individual behalf and on behalf of his heirs, executors, administrators, assigns and successors, fully and forever releases and discharges Employer and each of its current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns (collectively, “Releasees”), with respect to any and all claims, liabilities and causes of action, of every nature, kind and description, in law, equity or otherwise, which have arisen, occurred or existed at any

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time prior to the signing of this Agreement, arising out of, or in connection with, or resulting from Executive’s employment with Employer, or the cessation of that employment.

     7. Waiver of Employment-Related Claims. Executive understands and agrees that, with the exception of potential employment-related claims identified below, he is waiving and releasing any and all rights or remedies he may have had or now has to pursue against Employer or any of the Releasees for any employment-related causes of action, including without limitation, claims of wrongful discharge, breach of contract (including, without limitation, stock option-related contracts and grants), breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, discrimination, personal injury, physical injury, emotional distress, claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Federal Rehabilitation Act, the Family and Medical Leave Act, the Health Insurance and Portability and Accountability Act, the California Fair Employment and Housing Act, the California Family Rights Act, the Equal Pay Act of 1963, the provisions of the California Labor Code and any other federal, state or local laws and regulations relating to employment, conditions of employment (including wage and hour laws) and/or employment discrimination. Claims not covered by Executive’s release are (i) claims for unemployment insurance benefits, (ii) claims under the California Workers’ Compensation Act (Executive represents, however, that he is not aware of having sustained any work-related injuries), (iii) claims arising out of the breach of this Agreement, and (iv) claims relating to coverage of the Executive as a former director and/or officer of the Employer under the Employer’s directors’ and officers’ liability insurance policy. Executive expressly acknowledges that Employer would not enter into this Agreement but for the representation and warranty that Executive is hereby releasing any and all claims of any nature whatsoever, known or unknown, whether statutory or at common law, which Executive now has or could assert directly or indirectly against any of the Releasees (other than as expressly set forth herein).

     8. Mutual Waiver of Unknown Claims. Executive and the Employer expressly waive any and all statutory and/or common law rights they each may have to the effect that a General Release does not release unknown claims, including any rights under Section 1542 of the Civil Code of the State of California, which states as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Executive and the Employer expressly agree and understand that the general releases given by the parties pursuant to this Agreement apply to all unknown, unsuspected and unanticipated claims, liabilities and causes of action which may exist against the other party.

     9. Employer’s Release. In consideration of the benefits provided under this Agreement, Employer, on its own behalf and on behalf of its current, former and future parents, subsidiaries, related entities, employee benefit plans and their fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees and assigns, fully and forever releases and discharges Executive, his heirs, executors, administrators, assigns and successors, with respect to any and all claims, liabilities and causes of action, of every nature, kind and

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description, in law, equity or otherwise, which have arisen, occurred or existed at any time prior to the signing of this Agreement, arising out of, or in connection with, or resulting from Executive’s employment with Employer, or the cessation of that employment, provided that Employer does not release claims (if any) for willful misconduct or gross negligence by Executive, which causes material harm to Employer. Employer represents that, at the time of execution of this Agreement, it is unaware of any willful misconduct or gross negligence arising out of the performance of Executive’s duties.

     10. Consideration/Revocation Period. This Agreement is intended to release and discharge any claims by Executive under the Age Discrimination and Employment Act. To satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. section 626(f), the Parties agree as follows:

          (a) Executive acknowledges that he has read and understands the terms of this Agreement.

          (b) Executive acknowledges that he has been advised to consult with independent counsel regarding this Agreement, and that he has received all counsel necessary to willingly and knowingly enter into this Agreement.

          (c) Executive acknowledges that he has been given twenty-one (21) days to consider the terms of this Agreement (the “Consideration Period”), has taken sufficient time to consider whether to execute it, and has chosen to enter into this Agreement knowingly and voluntarily. If Executive does not present an executed copy of this Agreement to Employer’s Chief Financial Officer on or before the expiration of the Consideration Period, this Agreement and the offer it contains will lapse.

          (d) For seven (7) days following the execution of this Agreement (should he elect to execute it), Executive may revoke this Agreement by delivering a written revocation to Employer’s Chief Financial Officer. This Agreement shall not become effective until the eighth (8th) day after Executive executes and does not revoke it (the “Effective Date”). If Executive either fails to sign the Agreement during the Consideration Period, or revokes it prior to the Effective Date, he shall not receive the Separation Benefit described herein.

     11. Severability. The Parties agree that if any provision of the releases given under this Agreement is found to be unenforceable, it will not affect the enforceability of the remaining provisions and the courts may enforce all remaining provisions to the extent permitted by law.

     12. Integrated Agreement. The Parties represent and warrant that they are not relying, and have not relied, upon any representations or statements, verbal or written, made by any other with regard to the facts involved in this controversy, or their rights (or asserted rights) arising out of their alleged claims, or the execution and/or terms of this Agreement, except as provided herein. The Parties acknowledge that this Agreement (together with Exhibit A and its attachments) contains the entire agreement between the Parties concerning its subject matter, and further acknowledge and agree that parol evidence shall not be required to interpret the Parties’ intent.

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     13. Tax Liability/Indemnification. Executive assumes full responsibility for any and all taxes, interest and/or penalties, if any, that may ultimately be assessed upon the Separation Benefit hereunder. In the event that any taxing authority seeks to collect taxes, interest and/or penalties from Employer on the Separation Benefit conveyed to Executive under this Agreement, Executive will hold Employer harmless from any and all claims for such taxes, interest and/or penalties and will indemnify Employer against any such claims.

     14. Voluntary Execution. The Parties acknowledge that they have read and understand this Agreement and that they sign it voluntarily and without coercion. The Parties further agree that if any of the facts or matters upon which they relied in signing this Agreement prove to be otherwise, this Agreement will nonetheless remain in full force and effect.

     15. Waiver, Amendment and Modification. The Parties agree that no waiver, amendment or modification of any of the terms of this Agreement shall be effective unless in writing and signed by all parties affected by the waiver, amendment or modification. No waiver of any term, condition or default of any term of this Agreement shall be construed as a waiver of any other term, condition or default.

     16. Choice of Law and Venue. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts, shall take effect as an instrument under seal within Massachusetts, and the validity, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, the internal law of Massachusetts, without giving effect to conflict of law principles. Any action, demand, claim or counterclaim relating to, or arising under, the terms and provisions of this Agreement, or to its breach, shall be commenced in Massachusetts in a court of competent jurisdiction. Venue shall exclusively lie in Massachusetts and that material witnesses and documents would be located in Massachusetts.

     17. Counterparts. This Agreement may be signed in counterparts and said counterparts shall be treated as though signed as one document.

Dated: October 22, 2008	/s/ Richard Chin
	Dr. Richard Chin
	OXiGENE, Inc.
Dated: October 22, 2008	/s/ James B. Murphy
	By: James B. Murphy
	Chief Financial Officer

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EX-10.4

Exhibit 10.4

AMENDMENT NO. 3 TO

EMPLOYMENT AGREEMENT

     This AMENDMENT No. 3 TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of October 1, 2008, is made this 22^nd day of October 2008, by and among OXiGENE, INC., a Delaware corporation with its principal offices at 230 Third Avenue, Waltham, Massachusetts 02451 (“OXiGENE”) and JOEL-TOMAS CITRON (the “Executive”).

RECITALS:

     WHEREAS, the parties have entered into an Employment Agreement dated as of January 2, 2002, as modified by the resolutions of the Compensation Committee of the Board of Directors of OXiGENE on July 16, 2003, Amendment No. 1 effective January 2, 2006 and Amendment No. 2 effective June 14, 2007 (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 17 of the Agreement; and

     WHEREAS, capitalized terms used herein without definition 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. Sections 4 and 6 are hereby deleted in their entirety and replaced with the word “RESERVED.”

          2. Section 5 is hereby deleted in its entirety and replaced with the following:

          “5. Base Salary. The Executive shall receive an annual base salary in the amount of $100,000 (the “Base Salary”), payable monthly in twelve (12) equal installments of $8,333.33 per month.”

          3. Section 9 is hereby deleted in its entirety and replaced with the following:

          “9. Termination. Either OXiGENE or the Executive may terminate this Agreement at any time upon thirty (30) days’ prior written notice. In addition, OXiGENE may terminate Executive’s employment at any time for Cause.”

          4. References to the “Employment Term” throughout the Agreement are replaced with references to “the term of this Agreement.”

     5. 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 and Amendments No. 1 and 2, 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]

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.
By:
/s/ James B. Murphy
Name:	James B. Murphy
Title:	Vice President and Chief Financial Officer
EXECUTIVE
/s/ Joel-Tomas Citron
Name:	Joel-Tomas Citron

EX-99.1

Exhibit 99.1

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

OXiGENE, Inc. Names John A. Kollins as Chief Executive Officer

WALTHAM, Mass., October 23, 2008 — OXiGENE, Inc. (NASDAQ GM: OXGN), (XSSE: OXGN), announced today that its Board of Directors has appointed John A. Kollins, the Company’s current Chief Operating Officer, to the positions of Chief Executive Officer and Director. Concurrently, the Board accepted the resignation, effective October 22, 2008, of Dr. Richard Chin as President and Chief Executive Officer and as a member of the Board of Directors.

Joel Citron, Chairman of the OXiGENE Board of Directors, said, “OXiGENE’s Board of Directors would like to thank Richard for his contributions. In particular, Richard helped build a strong management team and played an important role in establishing the recently announced partnership with Symphony Capital. He leaves OXiGENE in a stronger position with a talented management team and strengthened Board of Directors, and we wish Richard success in his future endeavors.”

Mr. Citron continued, “The Board has complete confidence in John’s ability to lead OXiGENE through its next stages of development, to provide clear strategic direction in implementing the company’s clinical, operational and business strategies, and to effectively represent OXiGENE in its relationships with key stakeholders. Since joining the Company in March 2007, John has consistently provided strategic guidance and maintained a strong focus on high-quality execution in all aspects of OXiGENE’s business. With his wealth of industry experience, John is our best choice to ensure that OXiGENE realizes its full potential, successfully delivers on its goals and builds shareholder value.”

“OXiGENE is entering an exciting period of maturation, as our lead drug candidate, ZYBRESTAT, advances through a pivotal-stage trial in anaplastic thyroid cancer and Phase 2 trials in other oncology indications; as our next-generation cancer and ophthalmological disease programs progress; and as we intensify our strategic partnering and asset monetization activities,” said John A. Kollins. “OXiGENE today is an emerging leader in the field of vascular disrupting agents and is well-positioned to drive multiple, commercially valuable product candidates to key value inflection points. By working in partnership with our new colleagues at Symphony Capital, and leveraging the capabilities of our strong management team and talented employees, I’m confident that OXiGENE can achieve its milestones and succeed in delivering valuable, differentiated therapeutic products to patients in need.”

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OXiGENE Promotes John Kollins to CEO
October 23, 2008
Page 2 of 3

About ZYBRESTAT (fosbretabulin)

ZYBRESTAT is currently being evaluated in a pivotal registration study in 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(TM) (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 single-agent activity against a range of xenograft tumor models; and 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.

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 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.

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

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OXiGENE Promotes John Kollins to CEO
October 23, 2008
Page 3 of 3

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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