10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 4 to Form 10-K)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

Commission File Number: 0-21990

OXiGENE, INC.
(Exact name of Registrant as specified in its charter)
Delaware	13-3679168
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
321 Arsenal Street, Watertown, MA 02472
(Address of principal executive offices, including zip code)
(617) 673-7800
(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share

Title of Class

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 x    No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.) Yes ¨     No x

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter was $14,560,512.

As of March 20, 2003, the aggregate number of outstanding shares of Common Stock of the registrant was 12,676,664.

Amendment No. 4 to the Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 2002

This Amendment No. 4 to the Annual Report on Form 10-K for OXiGENE, Inc. is being filed solely in order to include Exhibit 10.33 as an exhibit hereto.

PART IV

15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report.

1. Financial Statements

The financial statements listed in the List of Financial Statements covered by Report of Independent Auditors, which accompanied our Report on Form 10-K filed March 31, 2003.

2. Financial Statement Schedules

None.

3. Exhibits

The following is a list of exhibits filed as part of this Annual Report on Form 10-K, as amended.

EXHIBIT NUMBER	DESCRIPTION
3.1	Restated Certificate of Incorporation of the Registrant.*
3.2	By-Laws of the Registrant.*
3.3	Certificates of Amendment of Certificate of Incorporation, dated June 21, 1995 and November 15, 1996.**
4.1	Specimen Common Stock Certificate*
10.1	Amended and Restated Stock Incentive Plan of Registrant dated as of May 15, 1993.*@
10.2	Executive Employment Agreement, dated as of October 9, 1993, between Registrant and Bjorn Nordenvall, M.D., Ph.D.+ @
10.3	Consulting Agreement, dated as of October 9, 1995, between OXiGENE (Europe) AB and B. Omentum Consulting AB. +
10.4	OXiGENE 1996 Stock Incentive Plan, as amended. ++@
10.5	Collaborative Research Agreement, dated as of August 1, 1997, between the Registrant and Boston Medical Center Corporation. ***
10.6	Technology Development Agreement, dated as of May 27, 1997, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University. ***
10.7	Office Lease, dated February 28, 2000, between Registrant and Charles River Business Center Associates, L.L.C.###
10.8	Research Collaboration and License Agreement, dated as of December 15, 1999, between OXiGENE Europe AB and Bristol-Myers Squibb Company. +++

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EXHIBIT NUMBER	DESCRIPTION
10.9	Employment Agreement with Joel Citron dated as of January 2, 2002. ++++#@
10.10	Termination Agreement by and between the Registrant and Bristol-Myers Squibb Company, dated as of February 15, 2002. ++++##
10.11	Plan and Agreement of Liquidation of Peregrine Pharmaceuticals, Inc., the Registrant and Arcus Therapeutics LLC, dated as of February 15, 2002.##
10.12	Employment Agreement, dated as of October 23, 2000, between Registrant and Frederick W. Driscoll. #@
10.13	Independent Contractor Agreement For Consulting Services, dated as of April 1, 2001, between Registrant and David Chaplin Consultants, Ltd.#@
10.14	Employment Agreement, dated as of April 1, 2001, between Registrant and Dr. David Chaplin.#@
10.15	Addendum to Executive Employment Agreement, dated as of April 23, 2002, between Registrant and Bjorn Nordenvall, M.D., Ph.D.#@
10.16	Addendum to Consulting Agreement, dated as of April 23, 2002, between Registrant and B. Omentum Consulting AB.#
10.17	Addendum to Executive Employment Agreement, dated as of July 1, 2001, between Registrant and Bjorn Nordenvall, M.D., Ph.D.#@
10.18	Amendment to Executive Employment Contract, dated as of July 1, 1999, between Registrant and Bjorn Nordenvall, M.D., Ph.D.#@
10.19	Restricted Stock Agreement for Employees, dated as of January 2, 2002, between Registrant and Dr. David Chaplin.#
10.20	Compensation Award Stock Agreement for Non-Employee Directors, dated as of January 2, 2002, between Registrant and Bjorn Nordenvall.#
10.21	Restricted Stock Agreement for Employees, dated as of January 2, 2002, between Registrant and Frederick W. Driscoll.#
10.22	Form of Compensation Award Stock Agreement for Non-Employee Directors, dated as of January 2, 2002.#
10.23	Promissory Note, dated as of January 2, 2002, between Registrant and Bjorn Nordenvall.#
10.24	Promissory Notes, dated as of January 2, 2002, between Registrant and David Chaplin.#
10.25	Promissory Note, dated as of January 2, 2002, between Registrant and Frederick W. Driscoll.#
10.26	Amendment and Confirmation of License Agreement No. 206-01.LIC, dated as of June 10, 2002, between the Registrant and the Arizona Board of Regents, acting for and on behalf of Arizona State University. #

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EXHIBIT NUMBER	DESCRIPTION
10.27	License Agreement No. 206-01.LIC by and between the Arizona Board of Regents, acting on behalf of and for Arizona State University, and OXiGENE Europe AB, dated August 2, 1999.@@
10.28	Research and License Agreement between the Company and Baylor University, dated June 1, 1999.@@
10.29	Agreement to Amend Research and License Agreement between the Company and Baylor University, dated April 23, 2002.@@
10.30	“Addendum” to Research and License Agreement between the Company and Baylor University, dated April 14, 2003.@@
10.31	License Agreement by and between Active Biotech AB (“Active”) and the Company dated November 16, 2001.@@
10.32	License Agreement by and between Active and the Company dated April 23, 2002.@@
10.33	Funded Research Agreement by and between the Company and The Foundation Fighting Blindness, effective as of October 30, 2002.
14	Corporate Code of Conduct and Ethics.@@
21	Subsidiaries.@@
23	Consent of Ernst & Young LLP.@@
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	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).
99.1	U.S. Patent Number 5,204,241, issued April 20, 1994, registered to Ronald W. Pero, regarding glutathione-s-transferase Mu as a measure of drug resistance. ++
99.2	U.S. Patent Number 5,340,565, issued August 23, 1994, registered to Ronald W. Pero, regarding tumor or cancer cell-killing therapy and agents useful therefore. ++
99.3	U.S. Patent Number 5,482,833, issued January 9, 1996, registered to Ronald W. Pero and Daniel G. Miller, regarding a test to determine the predisposition or susceptibility to DNA-associated diseases. ++
99.4	International Application Published under the Patent Cooperation Treaty (PCT) Number WO96/14565, published May 17, 1996, registered to Ronald W. Pero, regarding a method of testing immune competency. ++

* Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (file no. 33-64968) and any amendments thereto.

** Incorporated by reference to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 1996.

*** Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

**** Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

# Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002.

## Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002.

### Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

+ Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

++ Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (file no. 333-92747) and any amendments thereto.

+++ Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 28, 1999.

++++ Confidential treatment requested as to certain portions of the document, which portions have been omitted and filed separately with the Securities and Exchange Commission.

@ Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(c) of this report.

@@ Previously filed.

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(b) Reports on Form 8-K.

The registrant on November 14, 2002, furnished a Current Report on Form 8-K under Item 9, to disclose that in connection with the period ended September 30, 2002 the Company complied with Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 4 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 19th day of August, 2003.

OXiGENE, INC.

By: /s/    Frederick W. Driscoll                        

            Frederick W. Driscoll

            President and

            Chief Executive Officer

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
10.33	Funded Research Agreement by and between the Company and The Foundation Fighting Blindness, effective as of October 30, 2002.
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	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).

EX-10.33

Exhibit 10.33

FUNDED RESEARCH AGREEMENT

This Agreement is effective as of October 30, 2002 by and between OXiGENE, Inc. a Delaware corporation with a principal place of business at 321 Arsenal Street, Watertown, Massachusetts 02472 (the “Company”), and The Foundation Fighting Blindness, with a principal place of business at 11435 Cronhill Drive, Owings Mills, Maryland 21117 (“FFB”).

WHEREAS, the Company is the owner or licensee of certain proprietary technology, information and materials relating to Combretastatin A4 Prodrug (the “Study Drug”);

WHEREAS, the Company intends to supply the Study Drug to Dr. Peter Campochiaro (the “Investigator”) at Johns Hopkins University School of Medicine (the “Institution”) under the terms of a Clinical Trial Agreement (the “CTA”);

WHEREAS, the Investigator intends to file a physician-sponsored investigational new drug application (“IND”) with the Food and Drug Administration (“FDA”) to conduct a Phase I/II clinical trial (“Phase I/II Trial”) on the use of the Study Drug to treat wet age-related macular degeneration (“AMD”) according to the clinical protocol attached hereto as Attachment A (the “Research”);

WHEREAS, FFB is a non-profit organization dedicated to supporting research on the causes, treatment, prevention and cure for AMD;

WHEREAS, FFB is interested in supporting the Research;

WHEREAS, the Company is interested in having FFB support the Research;

NOW THEREFORE, in consideration of the premises and the mutual promises and covenants expressed herein, the parties agree as follows.

1.    The Research.    The Company and FFB shall collaborate on a funded research program to support the Investigator in the performance of the Research. In supporting the Research, the parties shall take the following actions:

(a)    Subject to the terms and conditions of this Agreement, including without limitation, Sections 1(d) and 1(e), the Company shall provide sufficient quantities of the Study Drug to the Investigator to permit him to perform the Research.

(b)    Both parties shall keep each other fully informed regarding the progress and results of the Research to the extent that it receives such information from the Investigator and shall provide to each other a copy of the final report on the Research prepared by the Investigator (“Final Report”).

(c)    FFB shall fund the Research for the total amount specified in Attachment B attached hereto and incorporated by reference (the “Budget”). FFB shall pay the money to the Institution according to a schedule agreed upon by FFB and the Institution. In the event that the Investigator becomes unavailable to conduct the Research, and the

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Company and FFB do not reach agreement regarding a new investigator, the Company may terminate this Agreement.

(d)    It is understood and agreed that FFB’s obligations to fund the Research is conditioned upon the Investigator and the Institution entering into the CTA. In the event that the Investigator and the Institution do not enter into such a CTA with the Company within ninety (90) days after the execution of this Agreement, this Agreement shall terminate.

(e)    Each party agrees that it will provide the other party with a copy of any Research-related agreement, such as the CTA or a grant or funding agreement, that it enters into with the Institution or Investigator.

2.    Ownership and Use of the Study Drug and Data.    FFB shall have no right title or interest in the Study Drug, any information relating to the Study Drug or any data that results from the Research, including the Final Report. Notwithstanding the foregoing, FFB shall have a right to publish in accordance with Section 5 below.

3.    Funding.    The Company shall provide the Study Drug to the Investigator for use in the Research in accordance with the Protocol. FFB shall provide the Investigator and the Institution with the funding described in and up to the amounts set forth on the Budget described in Exhibit B. FFB shall pay 100% of the total Budget.

4.    Confidentiality and Non-Use Obligations.

(a)    Confidential Information.    During the course of the Research, the Company may disclose confidential or proprietary information, including but not limited to information about the Research and any information designated as confidential in writing by the Company (“Confidential Information”). Information or materials which are orally or visually disclosed by the Company to FFB or are disclosed in writing, electronically, by CD Rom, or in any other tangible or intangible form, without a “Confidential “ designation shall constitute Confidential Information if the Company within thirty (30) days after such disclosure delivers to FFB a written document or documents via mail, facsimile or electronic mail describing such information. Notwithstanding the foregoing, the Study Drug, information about the Study Drug, the Protocol and the Final Report shall be automatically considered Confidential Information.

(b)    Confidentiality and Non-Use.    During the term of this Agreement and for a period of five (5) years from the expiration or termination of this Agreement, FFB shall maintain the Confidential Information in confidence. FFB shall use The Confidential Information solely for its performance of this Agreement, unless otherwise mutually agreed in writing. Upon request by the Company, FFB shall return all tangible materials comprising Confidential Information of the Company and return or destroy any notes, copies, summaries or extracts thereof.

(c)    Exclusions.    Confidential Information shall not include information that: (i) is shown by contemporaneous documentation of FFB to have been in its possession prior to receipt from the Company; (ii) is or becomes, through no fault of FFB, publicly

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known; (iii) is furnished to FFB by a third party who is under no obligation to the Company to keep such information confidential; or (iv) is independently developed by FFB without access to the Confidential Information, as demonstrated by contemporaneous documentation. FFB may disclose the Confidential Information to the extent required by law or by an order of a court of competent jurisdiction, provided that, prior to such disclosure, FFB notifies the Company as soon as reasonably practicable and gives the Company such assistance as reasonably necessary to limit such disclosure or otherwise to seek protection for such Confidential Information.

5.    Publications.    If FFB desires to make any publication or presentation regarding the Research (collectively, a “Publication”), FFB shall deliver the proposed text of the Publication to the Company for the Company’s review not less than thirty (30) days prior to submission thereof to a publisher or any third party. the Company may, within thirty (30) days of such delivery, object to the Publication because there would be a disclosure of the Company Confidential Information or because there is patentable subject matter in which the Company has an interest which needs protection. Upon written objection, FFB shall refrain from disclosing the Company’s Confidential Information. Upon written objection regarding disclosure of patentable subject matter, FFB shall, for up to ninety (90) days from initial delivery, delay disclosing such patentable subject matter in order to permit the filing of patent applications thereon. FFB shall, in any Publication, acknowledge the contributions and publications of the Company as scientifically appropriate.

6.    Publicity.    FFB acknowledges the Company’s intention to distribute periodically informational releases and announcements to the news media regarding the existence of this Agreement but not its terms. the Company shall not release such materials containing the name of FFB or any of its employees without prior written approval of an authorized representative of FFB, and said approval shall not be unreasonably withheld. Should FFB reject the news release, the Company and FFB agree to discuss the reasons for FFB’s rejection, and every effort shall be made to develop an appropriate informational news release within the bounds of accepted academic practices. the Company reserves the same right in the event that FFB desires to distribute a news release regarding the Research. Nothing herein shall be construed as prohibiting the Company or FFB from reporting on the Research to a governmental agency.

7.    Representations and Warranties.

(a) Each party represents and warrants to the other party as follows:

(i)    Such party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by such party of this Agreement has been duly and validly authorized, and no additional authorization or consent is required in connection with the execution, delivery and performance by such party of this Agreement.

(ii)    This Agreement has been duly executed and delivered by such party and constitutes a valid and legally binding obligation of such party, enforceable in accordance with its terms.

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(iii)    FFB has not obtained from the Investigator and/or the Institute any rights, title or interest in any intellectual property arising out of the Research, including any option to obtain any rights therein. The performance of the Research hereunder shall not result in FFB acquiring any rights, title or interest in any intellectual property arising out of the Research or any use of the Company Confidential Information, whether by operation of law or otherwise.

(b)    EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUD1NG WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE COMPANY MATERIALS OR ANY USE THEREOF WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

8.    Notices.    All notices or other communications that are required or permitted by this Agreement shall be given in writing delivered by mail, facsimile or reputable overnight courier, to the parties as follows:

In the case of FFB:	The Foundation Fighting Blindness 11435 Cronhill Drive Owings Mills, MD 21117
	Attn: Randall Hove         Chief Operating Officer Fax No: 410-363-2393
In the case of the Company:	OXiGENE, Inc. 321 Arsenal Street Watertown, MA 02472
	Attn: Frederick Driscoll         Chief Operating Officer Fax No.: (617) 924-9229

9.    Indemnification.    To the full extent permitted by applicable law, each party shall indemnify defend and hold harmless the other party and such other party’s directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties”), from and against any and all demands, claims, losses, liabilities, damages, costs, and expenses whatsoever made by any third party (including, without limitation, reasonable fees and disbursements of counsel), sustained or incurred by an Indemnified Party in connection with any claims, suits, actions, demands or judgments arising under this Agreement if and to the extent resulting from any negligence or misconduct of the indemnifying party or any of its officers, employees, agents or representatives. The Indemnified Party shall promptly notify the indemnifying party of any claim of which it becomes aware for which the indemnifying party has obligations hereunder. The indemnifying party shall have full control over the defense or settlement of any such claims,

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and the Indemnified Party shall offer the indemnifying party all reasonable assistance as requested by the indemnifying party. In no event shall either party voluntarily settle a claim in a manner that would result in imposing any obligation on or impairing any rights of the other party without its prior written consent.

10.    Intellectual Property.

(a)    Except as expressly provided herein, neither party shall have any right, title or interest to or in any patents, patent applications, know-how (whether patentable or unpatentable) or other intellectual property rights of the other party.

(b)    Notwithstanding the foregoing, in the event that Research funded by FFB under this Agreement ultimately results in the approval by the FDA of a new drug application for the use of the Study Drug in the treatment of AMD or Diabetic Retinopathy, the Company shall pay to FFB an aggregate amount up to a cap of $250,000 (the “Fee”). The Fee shall be paid in installments in semi-annual payments of up to five percent (5%) of the net sales for the previous six-month period. Such payments shall be made until the earlier of (i) the payment of a total of $250,000, or (ii) the end of the commercial sale of the approved Study Drug for the AMD or Diabetic Retinopathy indication. In the event that the Study Drug is a commercial success, as determined by the Company, the Company agrees to consider making a donation of up to $250,000 to FFB in addition to the Fee. For the purpose of this section “net sales” shall mean the gross invoiced sales price in any six-month period for the form of the Study Drug sold for the treatment of AMD or Diabetic retinopathy.

(c)    In the event the Company decides to cease development of the Study Drug following conclusion of the Phase I/II Trial and the Investigator and the Company’s Clinical Trial Advisory Board have recommended the Study Drug for further advanced clinical trials based on the Phase I/II Trial results, the Company shall provide FFB with written notice of its intent within a reasonable period of time therefrom. FFB shall have ninty (90) days (“Option Period”) from receipt of such notice to initiate good faith negotiations with the Company for a non-exclusive license under the Company’s rights in the Study Drug, without right to sublicense, to research the use of the Study Drug to treat AMD through direct administration to the eye of a dose in the form of drops, gel, ointment or local ocular injection (“Option”); provided, however, in the event FFB provides written notice of its intent not to exercise the Option or upon expiration of the Option Period, the Company shall have no further obligation to FFB to negotiate; provided,further, in the event FFB initiates negotiations, the Company shall be under no obligation to enter into such an agreement with FFB and may terminate negotiations at any time.

11.    Term and Termination.

(a)    Term.    The term of this Agreement (the “Term”) shall begin on the date hereof and end one (1) year thereafter, unless extended or earlier terminated.

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(b)    Breach.    In the event of a suspected breach of this Agreement by either party, the non-breaching party shall provide the breaching party with its written notice of such suspected breach (“Breach Notice”), and the breaching party shall have thirty (30) days to cure such breach (the “Cure Period”). In the event the breaching party is unable to cure the breach within the Cure Period and the parties do not mutually agree upon extending the Cure Period, the non-breaching party shall have the right to terminate this Agreement thirty (30) days after the breaching party’s receipt of the Breach Notice.

(c)    Upon termination or expiration of this Agreement, or upon the Company’s written request, FFB shall return to the Company or destroy (as requested by the Company) any Confidential Information.

(d)    In addition, this Agreement may be terminated by either party upon thirty (30) days advance written notice to the other party.

(e)    The provisions of Sections 1(c), 2, 4, 5, 6, 8, 9, 10, and 11(e) hereof shall survive termination or expiration of this Agreement.

12.    Independent Contractors; Use of Names.    The parties shall perform this Agreement in the capacity of independent contractors. Neither party, nor their respective employees, consultants or representatives, shall be considered employees or agents of the other party. Neither party may make any representations or commitments on the other party’s behalf, nor use the other party’s name or trademarks in any public disclosure, without the named party’s prior written consent.

13.    Assignment.    This Agreement may not be assigned or transferred without the prior written consent of both parties, which consent shall not be unreasonably withheld; provided, however, that upon written notice to FFB the Company may freely assign this Agreement to any person or entity who acquires all or substantially all of its business or assets of the Company.

14.    Entire Agreement; Amendment.    This Agreement is the entire agreement of the parties relating to the subject matter hereof. It may not be amended or modified except in a writing signed by both the Company and FFB.

15.    Counterparts.    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

16.    Governing Law.    This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without regard to its choice of law principles.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized representatives as of the date written above.

OXiGENE, INC.		THE FOUNDATION FIGHTING BLINDNESS
By:	/s/    FREDERICK W. DRISCOLL	By:	/s/    RANDALL HOVE
	Authorized Representative Print name: Frederick W. Driscoll Title: President & CEO		Authorized Representative Print name: Randall Hove Title: Chief Operating Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

I, Frederick W. Driscoll, certify that:

1. I have reviewed this annual report on Form 10-K, as amended, of OXiGENE, Inc. (as so amended, the “annual report”);

2. Based on my knowledge, this annual 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 annual report;

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

4. The registrant’s other certifying officers 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)) 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 annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual 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

c) 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 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 officers 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: August 19, 2003	By:	/s/    FREDERICK W. DRISCOLL
		Frederick W. Driscoll President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

I, Marc R. Heberley, certify that:

1. I have reviewed this annual report on Form 10-K, as amended, of OXiGENE, Inc. (as so amended, the “annual report”);

2. Based on my knowledge, this annual 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 annual report;

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

4. The registrant’s other certifying officers 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)) 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 annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual 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

c) 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 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 officers 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: August 19, 2003	By:	/s/    MARC R. HEBERLEY
		Marc R. Heberley Controller and Chief Accounting Officer

EX-32

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 officers of OXiGENE, Inc. (the “Company”), do hereby certify, to such officers’ knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2002 (the “Form 10-K”) 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 19, 2003	By:	/s/    FREDERICK W. DRISCOLL
		Frederick W. Driscoll Chief Executive Officer
Date: August 19, 2003	By:	/s/    MARC R. HEBERLEY
		Marc R. Heberley 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.