Exhibit 10.13

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is entered into as of January 2, 2002, by and between OXiGENE INC., a Delaware corporation with its principal offices at 321 Arsenal Street, Watertown, Massachusetts 02472 ("OXiGENE" or the "Company"), and JOEL-TOMAS CITRON (the "Executive").

WHEREAS, Executive and OXiGENE desire to enter into an employment agreement relating to the position of Chairman of the Board of Directors of OXiGENE upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following capitalized terms used herein shall have the respective meanings set forth below. Other capitalized terms used herein are defined elsewhere in this Agreement.

"Cause" shall mean (i) the Executive's willful and continuing breach of duty to the Company in the course of his employment hereunder, (ii) an act of fraud or theft committed by the Executive against the Company, or (iii) the Executive having been convicted by a court of competent jurisdiction of a felony, For purposes of this Agreement, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company and its subsidiaries. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause pursuant to Section 9 hereof unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Company's Board of Directors (the "Board") at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive, an opportunity for him, together with his counsel, to be heard before the Board and, in the case of (i) above, a reasonable opportunity to cure such breach), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in this definition and specifying the particulars thereof in detail.

"Closing Market Price" means, at a given time, the most recent closing price of OXiGENE common stock on the Nasdaq National Market or the then current principal exchange on which it is traded.

"Good Reason" means the occurrence, without the Executive's express written consent, of any of the following: (i) the assignment to the Executive of any duties or responsibilities inconsistent with his status as Chairman of the Board, his removal from that position, a diminution in the nature or status of his responsibilities from those in effect immediately prior to the date hereof or the employment by the Company of an executive officer more senior to Executive; (ii) relocation of the Executive's principal place of employment by more than 5 miles from its location as of the date hereof; or (iii) a material breach of this Agreement by the Company.

"Termination Date" means the effective date of Executive's termination of employment.

2. Employment. The Company shall employ the Executive, and the Executive shall serve the Company, upon the terms and conditions hereinafter set forth.

3. Duties.

3.1 Executive shall serve in the capacity of Chairman of the Board. The Executive shall report directly to the Board only. All of the Company's officers, including the Vice-Chairman, shall report directly to the Executive except to the extent otherwise set forth in the employment agreements. During the Employment Term (as defined in Section 4 hereof), the Executive shall have the duties, responsibility, and authority necessary to maximize shareholder value, including with respect to: (i) the sale or merger of the Company (ii) the Company entering into an alliance agreement, subject to the approval of the Board or (iii) the continuation of the business of the Company, with the Company entering into Phase II clinical trials for a Combretastatin-based drug or application (the "Phase II Trials"), and the development of a plan of budgeting and financing for the Company sufficient to complete the Phase II Trials.

3.2 Executive, so long as he is employed hereunder, (i) shall devote such amount of his professional time and attention to the services required of him as an employee of OXiGENE as the Board may from time to time deem appropriate, except as otherwise agreed and except as permitted in accordance with paid vacation time subject to OXiGENE's existing vacation policy and subject to OXiGENE's existing policies pertaining to reasonable periods of absence due to sickness, personal injury or other disability, (ii) shall use his best efforts to promote the interests of OXiGENE, and (iii) shall discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices.

4. Term. The term of the Executive's employment under this Agreement shall commence on the date first written above, and, unless sooner terminated on an earlier date in accordance with the provisions herein provided, shall terminate on the second anniversary of such date (the "Employment Term").

5. Base Salary; Stock; Stock Options. During the Employment Term, the Executive shall receive an annual base salary in the amount of $60,000 (the "Base Salary"), payable monthly in twelve (12) equal installments of $5,000 per month. OXiGENE shall grant to the Executive 175,000 unregistered shares that are freely saleable, subject to applicable securities laws. OXiGENE shall grant to the Executive, (1) an option to purchase 100,000 shares (the "100,000 Share Option") of common stock of OXiGENE, pursuant to the OXiGENE Inc. 1996 Stock Incentive Plan (the "Stock Plan"). Such option shall have an exercise price equal to the Closing Market Price on the date of the grant, and (2) an option to purchase 50,000 shares (the "50,000 Share Option") of common stock of OXiGENE, on the same terms as the 100,000 Share Option except as to vesting (as set forth in Section 6 hereof). Pursuant to the Stock Plan, both options expire after ten
(10) years from their date of grant. Both the 100,000 Share Option and the 50,000 Share Option may be exercised on a "cashless" basis, in accordance with the form of the Company's standard stock option agreement, a copy of which is annexed hereto.

6. Vesting Schedule for Options. The 100,000 Share Option and the 50,000 Share Option shall vest and become exercisable upon the earlier to occur of: (i) the acquisition of all or substantially all of the assets or securities of the Company including by merger or sale in one or more related transactions; (ii) the Company entering into an alliance agreement with a pharmaceutical company, approved by the Board, following the announcement of which the Closing Market Price of the OXiGENE common stock is $4.00 or more (after adjustment for any splits), per share for either (1) twenty (20) consecutive trading days or (2) thirty (30) trading days within a consecutive forty (40) trading day period; or
(iii) the Company enters into Phase II Trials pursuant to a budget submitted to the Board by management and approved by the Board, sufficient to enable the Company to complete such trial from available funds, and after the first public announcement of the commencement of (or the intent to commence) the Phase II Trials, the Closing Market Price of the OXiGENE common stock is $4.00 or more
(after adjustment for any splits), per share for either (1) twenty (20) consecutive trading days or (2) thirty (30) trading days within a consecutive forty (40) trading day period; provided, however, in the case of the 50,000 Share Option, the Closing Market Price of the common stock in Sections 6(ii) and 6(iii) shall be $5.00 (after adjustment for any splits).

7. Benefits. Executive shall be entitled to participate in and receive benefits under any employee benefit plan, arrangement or perquisite generally made available by OXiGENE during the Employment Term to its executives, other than with respect to medical and health benefits.

8. Business Expenses. Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by him in performing services hereunder during the Employment Term; provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by OXiGENE. These expenses will include travel, lodging, meals, secretarial assistance, and $1,000.00 per month (which is being paid to executive for medical and health coverage).

9. Termination. OXiGENE may terminate Executive's employment for Cause. The Executive may terminate the Executive's employment hereunder with thirty (30) days prior notice. If, however, the Executive terminates without Good Reason, this Employment Agreement shall terminate and all unexercised options that are or were issued in connection with this Employment Agreement (which shall be the 100,000 Share Option and the 50,000 Share Option) shall also terminate at such time. Upon such termination, Executive shall be entitled to ask for the payments, awards and benefit of any kind from OXiGENE, other than benefits which may be payable to Executives under any plan of OXiGENE which provide benefits to executive officers of OXiGENE generally for termination of employment.

10. No Solicitation; Confidentiality; Work for Hire.

10.1 For a period of one (1) year after the Termination Date, neither the Executive nor any Executive-Controlled Person (as defined below) will, without the prior written consent of the Board, directly or indirectly solicit for employment, or make an unsolicited recommendation to any other person that it employ or solicit for employment, any person who is or was, at any time during the nine (9) month period prior to the Termination Date, an officer, executive or key employee of OXiGENE or of any affiliate of OXiGENE. As used in this Agreement, the term "Executive-Controlled Person" shall mean any company, partnership, firm or other entity as to which Executive possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise, Notwithstanding the foregoing, this provision shall not apply to the solicitation of individuals who have, for at least one (1) year prior to the Termination Date, not been employed by OXiGENE.

10.2 (a) Executive acknowledges that, through his status as Chairman of the Board, he has, and will have, possession of important, confidential information and knowledge as to the business of OXiGENE and its affiliates, including, but not limited to, information and knowledge related to drugs and compounds developed or under development by the Company or any of its affiliates, financial results and projections, future plans, the provisions of other important contracts entered into by OXiGENE and its affiliates, possible acquisitions and similar information. Executive agrees that all such information and knowledge constitutes a vital part of the business of OXiGENE and its affiliates and is by its nature trade secrets and confidential information proprietary to OXiGENE and its affiliates (collectively, "Confidential Information"). Executive agrees that he shall not, so long as the Company or any of its affiliates remains in existence, divulge, communicate, furnish or make accessible (whether orally or in writing or in books, articles or any other medium) to any individual, firm, partnership, corporation or other entity, any knowledge or information with respect to Confidential Information directly or indirectly useful in any aspect of the business of OXiGENE or any of its affiliates. As used in the preceding sentence, "Confidential Information" shall not include any knowledge or information that; (i) is or becomes available to others, other than as a result of a breach by Executive of this Section 10.2;
(ii) was available to Executive on a nonconfidential basis prior to its disclosure to Executive through his status as an employee of OXiGENE or any affiliate; (iii) becomes available to Executive on a nonconfidential basis from a third party (other than OXiGENE, any affiliate or any of its or their representatives) who is not bound by any confidentiality obligation to OXiGENE or any affiliate; (iv) was known by the Executive prior to his employment by OXiGENE as evidenced by Executive's preexisting written records; (v) was not maintained as confidential information by OXiGENE; (vi) is otherwise information generally known or available to others within OXiGENE's industry; or (vii) is information that is legally compelled, by applicable law, to be disclosed by Executive, provided, however, that in such an event Executive shall give prompt notice to OXiGENE of such requirement so that OXIGENE may seek a protective order or other appropriate remedy.

(b) All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive or made available to him relating to the business of OXiGENE or any of its affiliates are and shall be and remain OXiGENE's property and shall be delivered to OXiGENE promptly upon the termination of Executive's employment with OXiGENE or at any other time on request and such information shall be held confidential by Executive after the termination of his employment with OXiGENE.

10.3 The provisions contained in this Section 10 as to the time periods, scope of activities, persons or entities affected, and territories restricted shall be deemed divisible so that, if any provision contained in this Section 10 is determined to be invalid or unenforceable, such provisions shall be deemed modified so as to be valid and enforceable to the full extent lawfully permitted.

10.4 Executive agrees that the provisions of this Section 10 are reasonable and necessary for the protection of OXiGENE and that they may not be adequately enforced by an action for damages and that, in the event of a breach thereof by Executive or any Executive-Controlled Person, OXiGENE shall be entitled to apply for and obtain injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of such provision or otherwise to enforce specifically such provisions against such violation, without the necessity of the posting of any bond by OXiGENE. Executive further covenants and agrees that if he shall violate any of his covenants under this Section 10, OXiGENE shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Executive directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation. Such a remedy shall, however, be cumulative and not exclusive and shall be in addition to any injunctive relief or other legal or equitable remedy to which OXiGENE is or may be entitled.

11. Taxes. Any amounts payable to the Executive hereunder shall be paid to Executive withholding only all applicable taxes required to be withheld by OXiGENE pursuant to federal state and local law. The Executive shall be solely responsible for all taxes imposed to the Executive by reason of his receipt of any amounts of compensation or benefits payable hereunder.

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

13. Severability. The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and
(ii) the restrictive covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the restrictive covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

14. Scope. If any court determines that any of the covenants contained in this Agreement, including, without limitation, any of the restrictive covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

15. Enforceability; Jurisdictions. The Company and the Executive intend to and hereby confer jurisdiction to enforce the restrictive covenants upon the courts of any jurisdiction within the geographical scope of the restrictive covenants. If the courts of any one or more of such jurisdictions held the restrictive covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive that such determination not bar or in arty way affect the Company's right to the relief provided above in the courts of any other jurisdiction within the geographical scope of such restrictive covenants, as to breaches of such restrictive covenants in such other respective jurisdictions, such restrictive covenants as they relate to each jurisdictions being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata.

16. Notices. All notices or other documents to be given hereunder by either party hereto to the other shall be in writing and delivered personally or sent postage prepaid by registered or certified mail, return receipt requested. Notices shall be sent to the following addresses until a notice of change of address by like notice has been duly provided: If to the Executive: Joel-Tomas Citron, 660 Madison Avenue, 22nd Floor, New York, NY 10021. If to the Company:
OXiGENE Inc., 321 Arsenal Street, Watertown, MA 02472 Attention: Frederick W. Driscoll.

17. Amendments. This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto. 18. Location. The Executive will be located in or around New York City, New York, and the Company will provide the Executive with suitable office space and staff.

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

20. Governing Law. This Agreement shall be governed by the laws of the State of New York, Manhattan County, without reference to the principles of conflict of laws. Each of the parties hereto consents to the jurisdiction of the federal and state courts of the State of New York in connection with any claim or controversy arising out of or connected with this Agreement, and said courts shall be the exclusive forum for the resolution of any such claim or controversy.

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

22. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

23. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

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

25. No Construction Against Drafting Party. This Agreement shall not be construed for or against either party on the basis that a party drafted the Agreement, or any provisions thereof.

26. Equitable Principles. The Executive represents and warrants that this Agreement is executed and delivered after OXiGENE recommended and provided an opportunity to the Executive to seek advice of legal counsel.

27. All Other Agreements Superseded. This Agreement contains the entire agreement between Executive and OXiGENE with respect to all matters relating to Executive's employment with OXiGENE and, as of the date hereof, will supersede and replace any other agreements, written or oral, between the parties relating to the terms or conditions of Executive's employment with OXiGENE, provided, however, that nothing in this Agreement shall amend or affect any options previously granted to Executive pursuant to the Stock Plan.

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

/s/ Joel-Tomas Citron
---------------------
    Joel-Tomas Citron

OXiGENE, Inc.

By:  /s/ Frederick W. Driscoll
    --------------------------
   Name: Frederick W. Driscoll
  Title: President and CEO

Exhibit 10.14

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of February 15, 2002 (the "Effective Date"), by and between OXiGENE Europe AB, a company duly organized and existing under the laws of Sweden and having offices at Blasieholmsgatan 2c, S-111 48 Stockholm, Sweden, for and on behalf of itself and its Affiliates ("OXiGENE"), and Bristol-Myers Squibb Company, a company duly organized and existing under the laws of the State of Delaware and having offices at Route 206 and Province Line Road, Princeton, New Jersey, USA 08543-4000, for and on behalf of itself and its Affiliates ("BMS").

PRELIMINARY STATEMENTS

A. OXiGENE and BMS entered into that certain Research Collaboration and License Agreement, dated as of December 15, 1999 (the "License Agreement").

B. By a letter dated October 24, 2001, BMS informed OXiGENE that BMS was exercising its right under Section 15.4 of the License Agreement to terminate the License Agreement in its entirety effective April 24, 2002 or any earlier date upon which OXiGENE and BMS may agree.

C. In accordance with Section 15.5(a) of the License Agreement, OXiGENE and BMS have agreed to terminate the License Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing Preliminary Statements and the mutual promises and covenants set forth herein, OXiGENE and BMS hereby agree as follows:

1. TERMINATION OF LICENSE AGREEMENT.

1.1 Termination. The parties hereby agree that the License Agreement is terminated as of the Effective Date.

1.2 Right to Cross-Reference. BMS shall permit OXiGENE to cross-reference BMS' U.S. IND No. 61,112 in its entirety solely in connection with OXiGENE's development of Licensed Products (or other products that would constitute Licensed Products, but for the expiration of the relevant five-year period(s) referred to in clause (i) of Section 3.1(g)) pursuant to Section 3 hereof. Within 10 days after the Effective Date, BMS shall file with the FDA all documents required authorize OXiGENE to cross reference BMS U.S. IND No. 61,112 in its entirety for such purpose. BMS represents and warrants to OXiGENE that such IND is the only IND, NDA or other regulatory filing made or filed with respect to any Collaboration Compound or Covered Product.

1.3 Survival.

(a) Except to the extent provided herein, and except for Section 15.2, 15.5 and 15.6 of the License Agreement, which shall terminate notwithstanding Section 15.8(b) of the License Agreement and irrespective of Section 4.15 hereof, this Agreement shall not supersede, modify or otherwise affect the provisions of the License Agreement that expressly survive the termination, relinquishment or expiration of the License Agreement, which provisions of the License Agreement shall continue in full force and effect.

(b) Notwithstanding Section 1.3(a) and the parties' continuing obligations under
Section 12 of the License Agreement, OXiGENE shall be permitted to provide Confidential Information of BMS to any third party under appropriate terms and conditions, including confidentiality provisions equivalent to those set forth in the License Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and sublicensing or potential sublicensing, in each case solely with respect to a Collaboration Compound(s) and/or Licensed Product(s); provided, however, that OXiGENE shall encourage any such third party to validate and confirm the accuracy and completeness of any such Confidential Information of BMS that OXiGENE elects to disclose pursuant to this Section 1.3(b); and provided, further, that BMS shall have no liability with respect to OXiGENE or any such third party, either directly or indirectly, in connection with the receipt, use or reliance upon any such Confidential Information of BMS.

1.4 Representation and Warranty. BMS represents and warrants that, to the best of BMS' knowledge, (i) the Transferred Materials, the technical information and documentation listed on Exhibit B and the Licensed Patents constitute all of the BMS Collaboration Technology and all of the data, reports, records, materials and other intellectual property owned or controlled by BMS) that relates directly and primarily (whether or not exclusively) to Collaboration Compounds and/or Covered Products; and (ii) in the case of the Licensed Patents, constitute all of the pending patent applications that relate directly and primarily (whether or not exclusively) to Collaboration Compounds and/or Covered Products as to which former and/or current BMS employees (in their capacity as employees of BMS) are either the only inventors or co-inventors along with former and/or current employees of OXiGENE. BMS covenants and agrees to transfer or license to OXiGENE, without additional consideration, any additional intellectual property (including patent applications or patents) materials, data, reports or records that are subsequently discovered to relate directly and primarily to Collaboration Compounds or Covered Products. This Section 1.4, however, shall not pertain to the subject matter of Section 2.4, which shall be governed solely by Section 2.4.

1.5 Definitions. As used in this Section 1, the terms "Collaboration Compound," "Confidential Information," "Covered Product," and "BMS Collaboration Technology" shall have the respective meanings set forth in the License Agreement.

2. TRANSFER OF SUPPLIES.

2.1 Generally. OXiGENE hereby agrees to receive from BMS, and BMS hereby agrees to transfer to OXiGENE, the quantities of the compounds set forth on the attached Exhibit A ( "Transferred Materials"). OXiGENE shall pay BMS the sum of US$169,950 (the "Transfer Payment") as a reimbursement of BMS' costs of acquiring the Transferred Materials.

2.2 Shipment.

(a) BMS shall package and ship, in accordance with OXiGENE's written instructions, the Transferred Materials. Risk of loss with respect to the Transferred Materials shall shift to OXiGENE upon BMS' deposit thereof with the common carrier selected by OXiGENE. OXiGENE shall bear, and BMS shall invoice OXiGENE for, all costs of any special packaging required or requested by OXiGENE and of such shipment.

(b) Simultaneously with BMS' shipment of the Transferred Materials, BMS shall transmit to OXiGENE a package of technical information and documentation concerning same, the contents of which are outlined on the attached Exhibit B.

2.3 Invoicing; Payment. BMS shall be entitled to invoice OXiGENE for the Transfer Payment and permitted costs under Section 2.2(a) after the shipment of the Transferred Materials in accordance with Section 2.2. Payment of any such invoice(s) shall be due within 30 days. OXiGENE shall be liable for all taxes arising from the purchase and sale of the Transferred Materials other than taxes imposed on the gross income of BMS or any of its Affiliates.

2.4 Future Purchases. BMS may, but shall not be required to, maintain some or all of its current inventory of cis-CA4P wet cake that was originally manufactured by Aerojet. OXiGENE acknowledges that the quality of such material has previously been disclosed to OXiGENE by BMS. OXiGENE may, from time to time, request BMS to sell OXiGENE quantities of such material upon terms and conditions that the parties shall agree to. BMS shall not unreasonably deny any such requests by OXiGENE, so long as BMS continues to maintain such inventory. During the 12-month period immediately following the Effective Date, if BMS determines to dispose of such inventory, BMS will give OXiGENE at least 30 days' prior written notice thereof, and OXiGENE shall have the right to acquire any or all of such inventory upon terms and conditions that the parties shall agree to.

2.5 Representations and Warranties; Disclaimer.

(a) BMS represents and warrants that it owns the Transferred Materials and any other materials that OXiGENE may purchase pursuant to this Section 2, and that BMS has the right to sell same to OXiGENE and that BMS will furnish to OXiGENE all information in its possession or control concerning the safety and quality of the Transferred Materials and such other materials.

(b) EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 1.4 AND 2.5(a), BMS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSFERRED MATERIALS, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE PRACTICE.

3. PATENT LICENSES.

3.1 Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings unless the context dictates otherwise.

(a) "Field" shall mean the prevention, diagnosis, control or treatment of any human or animal disease or condition by use of a Licensed Product(s), either as a single agent or in combination with any other therapy.

(b) "First Commercial Sale" shall mean, with respect to any Licensed Product, the first sale for use or consumption by the general public of such Licensed Product in a country after all required marketing and pricing approvals have been granted, or otherwise permitted, by the governing health authority of such country. "First Commercial Sale" shall not include the sale of any Licensed Product for use in clinical trials or for compassionate use prior to the approval of an NDA; provided, however, that if and to the extent that OXiGENE receives remuneration for any such compassionate use or named patient sales, OXiGENE shall pay royalties thereon in accordance with Section 3.7.

(c) "Licensed Patents" shall mean the letters patent and patent applications set forth on the attached Exhibit C, as well as any and all substitutions, extensions, renewals, continuations, continuations-in-part, divisions, patents-of-addition and/or reissues thereof and all foreign and/or PCT counterparts thereto.

(d) "Licensed Product" shall mean any pharmaceutical product the manufacture, sale or use of which in the jurisdiction in which it is manufactured or sold is covered by a Valid Claim of any Licensed Patent.

(e) "Major Market" shall mean the United States, France, Germany, the United Kingdom, the European Union (as a whole) or Japan.

(f) "Net Sales" shall mean, with respect to any Licensed Product, the gross amount invoiced to third parties by OXiGENE, its Affiliates or its sublicensees, as the case may be, for such Licensed Product, commencing with the First Commercial Sale of such Licensed Product, less deductions for: (i) reasonable and customary trade, quantity and/or cash discounts actually granted; (ii) reasonable and customary credits, refunds and allowances (including, without limitation, cash, credit and free goods allowances) actually allowed or given for chargebacks, retroactive price reductions, billing erros and rebates (including, without limitation, government-mandated and managed healthcare negotiated rebates); (iii) credits and refunds for Licensed Product that is rejected, spoiled, damaged, outdated or returned actually allowed or given; (iv) freight, postage, shipping insurance and other transportation costs actually incurred in transporting Licensed Product to a Third Party; and (v) taxes, tariffs, customs duties, sucharges and other governmental charges incurred in connection with the sale, exportation or importation of Licensed Product. Such amounts shall be determined from the books and records of OXiGENE, its Affiliates or its sublicensees, as the case may be, maintained in accordance with the generally accepted accounting principles, consistently applied.

Notwithstanding the foregoing, in the event a Licensed Product is sold in conjunction with another proprietary active component so as to be a combination product (whether packaged together or in the same therapeutic formulation), Net Sales shall be calculated by multiplying the Net Sales of such combination product by a fraction, the numerator of which shall be the fair market value of the Licensed Product as if sold separately (determined in accordance with generally accepted accounting principles), and the denominator of which shall be the aggregate fair market value of all the proprietary active components of such combination product, including the Licensed Product, as if sold separately. In the event no such separate sales are made by OXiGENE, its Affiliates or its sublicensees, Net Sales of the combination product shall be calculated in a manner to be negotiated and agreed upon by the parties, reasonably and in good faith, prior to any sale of such combination product, which shall be based upon the respective estimated commercial values of the proprietary active components of such combination product.

Notwithstanding the foregoing, in connection with (X) any sale or other disposition of Licensed Product that is not a bona fide, arms length transaction for money, or (Y) any other use of Licensed Product that does not result in or give rise to sales revenue that is customary in the country in which such use takes place (except as provided in the next paragraph), Net Sales shall be calculated at the relevant open market price in the country in which such sale, disposition or use takes place, or, if such price is not reasonably ascertainable, at a reasonable price, assessed on an arms length basis, for the goods and/or services received in consideration of the sale, disposition or use of Licensed Product.

OXiGENE's or any of its Affiliate's transfer of Licensed Product to another Affiliate or a sublicensee shall not result in any Net Sales, unless such Licensed Product is consumed by such Affiliate or sublicensee in the course of its commercial activities. In such case, Net Sales shall occur upon such other Affiliate's or sublicensee's sale of such Licensed Product to a third party. Further, the disposition of Licensed Product for, or the use of Licensed Product in, pre-clinical or clinical (Phase I - III) trials or other market-focused (Phase IV or V) trials or free samples shall not result in any Net Sales.

(g) "Valid Claim" shall mean (i) a pending claim in any patent application that has not been pending for more than five years, or (ii) a claim of any issued letters patent that, in each case, has not been held invalid or unenforceable by final decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and that is not admitted to be invalid or unenforceable through reissue, disclaimer or otherwise.

3.2 Representations and Warranties of BMS; Disclaimer.

(a) BMS represents and warrants to OXiGENE that, as of the Effective Date:

(i) With respect to any of the Licensed Patents that BMS does not jointly own with OXiGENE, BMS and/or its Affiliates are the owner of, or have exclusive rights to, all of such Licensed Patents and have the exclusive right to grant the licenses therefor granted under this Section 3;

(ii) With respect to any of the Licensed Patents that BMS jointly owns with OXiGENE, BMS and/or its Affiliates have the exclusive right to grant the licenses granted under this Section 3 with respect to BMS' interests in such Licensed Patents;

(iii)All of the Licensed Patents consist of either patent applications that have been filed and are pending and actively being prosecuted as of the Effective Date, or issued letters patent that are in full force and effect and have been maintained through the Effective Date;

(iv) BMS is not aware of any claim or demand asserted or threatened by a third party which BMS reasonably believes can be enforced by a third party against any Licensed Patents; and

(v) BMS has not entered into any agreement with any third party which is in conflict with the rights granted to OXiGENE under to this Section 3, and the execution and performance of this Agreement by BMS do not and shall not violate any agreement or undertaking to which BMS is a party.

(b) EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 1.4 AND 3.2(a), BMS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PATENTS, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE PRACTICE.

3.3 Grant. BMS hereby grants OXiGENE an exclusive (even as to BMS, subject to
Section 3.9(b)), world-wide, royalty-bearing right and license in the Field, with the right to grant sublicenses subject to the terms of this Agreement, under BMS' respective interests in the Licensed Patents, to develop, make, have made, use, sell, offer for sale, have sold, import and export Licensed Products.

3.4 Sublicensing.

(a) OXiGENE shall guarantee and be responsible for the making of all payments due, and the making of reports required, under this Agreement by reason of milestones achieved with respect to any Licensed Product and sales of any Licensed Products by its Affiliates or sublicensees and their diligent discharge of OXiGENE's obligations under, and compliance with all applicable terms of, this Agreement. Each Affiliate or sublicensee of OXiGENE shall agree in writing to keep books and records, and permit BMS to review such books and records, pursuant to the relevant provisions of, and to observe all other applicable terms of, this Agreement. The rights of BMS under this Agreement are preserved in connection with any such sublicensing. OXiGENE shall promptly provide BMS with notice of any sublicense granted hereunder.

(b) OXiGENE hereby unconditionally guarantees the performance of any of its Affiliates and its sublicensees hereunder. In the event of a breach by an Affiliate or sublicensee of OXiGENE in the observance of applicable terms of this Agreement, BMS shall be entitled to proceed against either such Affiliate or sublicensee or directly against OXiGENE, as BMS may determine in its sole discretion, to enforce this Agreement.

3.5 License Fees.

(a) In partial consideration of the rights and licenses granted to OXiGENE under this Section 3 (collectively, the "Licenses"), within 10 days after the execution of this Agreement OXiGENE shall pay BMS a non-refundable, non-creditable initial license fee in the amount of US$180,000. OXiGENE acknowledges that the amount payable under this Section 3.5(a) has been negotiated in a manner such that BMS shall be deemed to have paid all patent prosecution expenses payable by BMS under the License Agreement that have not been paid as of the Effective Date.

(b) In partial consideration of the Licenses, within 180 days after the execution of this Agreement OXiGENE shall pay BMS a non-refundable, non-creditable additional license fee in the amount of US$200,000.

3.6 Patent Prosecution Milestone Payments by OXiGENE. In partial consideration of the Licenses, OXiGENE shall pay BMS the following milestone payments upon the first occurrence of each event set forth below:

(i) US$300,000 upon the issuance of the first notice of allowance, in any Major Market, with respect to any claim of U.S. patent application 09/950,500 or any substitution, continuation, continuation-in-part, division, patent-of-addition, or foreign counterpart to any of the foregoing that covers the CA4P TRIS salt and/or any pharmaceutical composition thereof; and

(ii) US$400,000 upon the issuance of the first letters patent, in any Major Market, with respect to any claim of U.S. patent application 09/950,500 or any substitution, continuation, continuation-in-part, division, patent-of-addition, or foreign counterpart to any of the foregoing that covers the CA4P TRIS salt and/or any pharmaceutical composition thereof.

Each of the foregoing payments shall be made within 30 days after achievement of such milestone. For the avoidance of doubt, after OXiGENE has made any of the foregoing payments with respect to any claim, OXiGENE shall have no further obligation to make such payment with respect to any other claim.

3.7 Royalties.

(a) In partial consideration of the Licenses, OXiGENE shall pay BMS a royalty on Net Sales of each Licensed Product, commencing on the First Commercial Sale of each Licensed Product by OXiGENE, its Affiliates or its sublicensees, in an amount equal to two percent of the world-wide Net Sales of such Licensed Product by OXiGENE, its Affiliates and its sublicensees during the term of this Agreement.

(b) The obligation to pay royalties to BMS under this Section 3.7 is imposed only once with respect to the same unit of Licensed Product, regardless of the number of Licensed Patents pertaining thereto.

3.8 Payment and Reports.

(a) Except as otherwise provided in this Agreement, all royalty and other payments due hereunder shall be paid quarterly within 45 days after the end of each calendar quarter. Each such payment shall be accompanied by a statement, Licensed Product-by-Licensed Product and country-by-country, of the amount of Net Sales during such quarter and the amount of royalties due on such Net Sales.

(b) OXiGENE shall make all payments required under this Agreement as directed by BMS from time to time, in U.S. Dollars. All royalties due hereunder shall first be determined in the currency of the country in which the Licensed Products in question were sold and then converted into equivalent U.S. funds. The exchange rate for such conversion shall be that rate quoted in The Wall Street Journal on the last business day of the applicable reporting period.

(c) OXiGENE, its Affiliates and its sublicensees shall keep complete and accurate records pertaining to the sale of Licensed Products and covering all transactions from which Net Sales are derived for a period of three calendar years after the year in which such sales occurred, and in sufficient detail to permit BMS to confirm the accuracy of royalty payments due hereunder.

(d) At the request and expense (except as provided below) of BMS, OXiGENE, its Affiliates and its sublicensees shall permit an independent, certified public accountant appointed by BMS and reasonably acceptable to OXiGENE, at reasonable times and upon reasonable notice, to examine those records and all other material documents relating to or relevant to Net Sales in the possession or control of OXiGENE, its Affiliates or its sublicensees, for a period of three years after such royalties have accrued. The results of any such examination shall be made available to both parties. If, as a result of any inspection of the books and records of OXiGENE, its Affiliates or its sublicensees, it is shown that OXiGENE's royalty payments under this Agreement were less than the amount which should have been paid, then OXiGENE shall make all payments required to eliminate any discrepancy revealed by said inspection within 45 days after BMS' demand therefor. Furthermore, if the aggregate royalty payments OXiGENE made were less than 95% of the amount which should have been paid during the period in question, OXiGENE shall also reimburse BMS for the reasonable out-of-pocket cost of such inspection and shall pay interest on the deficiency pursuant to Section 3.8(g).

(e) In the event that OXiGENE is required to withhold any tax to the tax or revenue authorities in any country in connection with any payment to BMS due to the laws of such country, such amount shall be deducted from the royalty or other payment to be made by OXiGENE, and OXiGENE shall notify BMS and promptly furnish BMS with copies of any tax certificate or other documentation evidencing such withholding. Each party agrees to cooperate with the other party in claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect.

(f) If at any time legal restrictions prevent OXiGENE's prompt remittance of part or all of the royalties due with respect to any country where a Licensed Product is sold, OXiGENE shall convert the amount owed to BMS into U.S. funds and shall pay BMS directly from OXiGENE's U.S. source of funds for the amount impounded. OXiGENE shall then pay all future royalties due to BMS from OXiGENE's U.S. source of funds so long as the legal restrictions of this Section 3.8(f) still apply.

(g) In the event that any payment OXiGENE is required to make hereunder is not made within 30 days after such payment was originally due, OXiGENE shall pay interest on the past due amount as follows at the rate of 12% per annum, until payment in full is made.

3.9 Intellectual Property Matters; Prosecution of Licensed Patents.

(a) From and after the Effective Date OXiGENE shall have sole responsibility for preparing, filing, prosecuting, maintaining and enforcing all Licensed Patents, at its sole cost and expense. Following the execution of this Agreement the parties shall make arrangements for the prompt, orderly transfer to OXiGENE of all files, papers and information in BMS' possession and control relating to the Licensed Patents.

(b) In the event that OXiGENE wishes to abandon the prosecution, maintenance or enforcement of any Valid Claim(s) of any Licensed Patent other than in the ordinary course of agreeing on the language of claims with any patent office, it shall promptly notify BMS of such wish and shall, if so requested by BMS, execute an instrument canceling the license granted to OXiGENE under this
Section 3 with respect to such Valid Claim(s) and expressly permitting BMS to continue such prosecution, maintenance and/or enforcement, at BMS' sole cost and expense.

(c) OXiGENE shall have sole responsibility for defending against, or otherwise disposing of, any claim of, or action for, infringement of any patents owned or licensed by third parties which is threatened, made or brought against either party by reason of OXiGENE's, or its Affiliates' or sublicensees' exploitation of the rights granted to OXiGENE under this Agreement or by reason of the manufacture, use or sale of any Licensed Products; provided, however, that OXiGENE shall not have any such responsibility with respect to any claim or action to the extent it arises from BMS' exploitation of any of its interests in the Licensed Patents prior to or after the Effective Date.

(d) At OXiGENE's request, BMS shall provide reasonable assistance to OXiGENE in the activities set forth in Sections 3.9(a), 3.9(c) and 3.10(a), including by providing access to personnel and records of BMS pertaining to the Licensed Patents, provided that the rendering of such assistance does not unreasonably interfere with the conduct of BMS' business in the ordinary course.

3.10 Patent Enforcement.

(a) OXiGENE shall have the right, but not the duty, to institute patent infringement actions against third parties with respect to any alleged infringement of the Licensed Patents. BMS shall execute all reasonable, necessary and proper documents and take such reasonable actions (other than allowing itself to be named as a party in any litigation or alternative dispute resolution proceeding, and provided that the taking of such actions does not require BMS to expend more than incidental sums of money and does not unreasonably interfere with the conduct of BMS' business in the ordinary course) as shall be appropriate to allow OXiGENE to institute and prosecute infringement actions under this Section 3.10.

(b) The costs and expenses of bringing and maintaining any infringement action under Section 3.10(a) shall be borne solely by OXiGENE. To the extent BMS agrees to take any action pursuant to Section 3.10(a) that requires BMS to expend more than incidental sums of money, OXiGENE shall reimburse BMS therefor, promptly after receiving an invoice(s) from BMS.

(c) Any award or compensation (including the fair market value of any non-monetary compensation) paid by third parties as a result of any infringement action brought by OXiGENE under Section 3.10(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of OXiGENE for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to OXiGENE; provided, however, that to the extent any such award or compensation (including the fair market value of non-monetary compensation) shall relate to the sale of any compounds or products that infringe upon any Licensed Patent (and/or to lost revenue or profits with respect to any Licensed Product), then OXiGENE shall pay BMS a royalty thereon in substantial accordance with Section 3.7, the exact amount of such royalty to be calculated in a manner agreed upon by the parties.

3.11 Indemnification by OXiGENE.

(a) OXiGENE shall indemnify and hold BMS and its Affiliates and their respective directors, officers, employees and agents, harmless from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals and other reasonable litigation expenses) arising out of or resulting from:

(i) the negligence, recklessness or intentional misconduct of OXiGENE, its Affiliates or its sublicensees and their respective directors, officers, employees and agents, in connection with OXiGENE's exercise of any of its rights hereunder;

(ii) any and all product liability claims resulting from the development and/or commercialization of any Licensed Product by OXiGENE, its Affiliates or its sublicensees; or

(iii)any warranty claims, Licensed Product recalls or any tort claims of personal injury (including death) or property damage relating to or arising out of the manufacture, use, distribution or sale of any Licensed Product by OXiGENE, its Affiliates or its sublicensees due to any negligence, recklessness or intentional misconduct by, or strict liability of, OXiGENE, its Affiliates or its sublicensees, and their respective directors, officers, employees and agents, except, in each case, to the comparative extent such claim arose out of or resulted from the negligence, recklessness or intentional misconduct of BMS or its Affiliates and their respective directors, officers, employees and agents.

For the avoidance of doubt, it is acknowledged that (a) except as may be otherwise provided in the License Agreement, OXiGENE shall have no obligation to indemnify BMS for any claims resulting from, arising out of or relating to the conduct of any clinical trial by BMS; and (b) BMS' obligation to indemnify OXiGENE for any such claim under Section 14.1 of the License Agreement shall continue in effect.

(b) In the event that any person entitled thereto (an "indemnitee") is seeking indemnification under Section 3.11(a), such indemnitee shall inform OXiGENE of a claim as soon as reasonably practicable after the indemnitee receives notice of the claim, shall permit OXiGENE to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of OXiGENE, provided that such settlement does not impose any material obligation on the indemnitee or BMS) and shall cooperate as requested (at the expense of OXiGENE) in the defense of the claim (including, without limitation, granting OXiGENE limited access to pertinent records and making persons under such indemnitee's control available for interview and testimony).

(c) As the parties intend complete indemnification, all costs and expenses incurred by any indemnitee to enforce this Section 3.11 shall be reimbursed by OXiGENE.

3.12 Term; Termination.

(a) The term of the Licenses shall commence as of the Effective Date and, unless sooner terminated as provided hereunder, shall expire as follows:

(i) As to each Licensed Product in each country, the Licenses shall expire upon the expiration of the last of the Valid Claims of the Licensed Patents to expire with respect to such Licensed Product in such country.

(ii) The Licenses shall expire in their entirety upon the termination of the all Valid Claims of all Licensed Patents with respect to all Licensed Products in all countries.

(b) Following the expiration of the Licenses with respect to a Licensed Product in a country pursuant to Section 3.12(a)(i), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export such Licensed Product in such country. Following the expiration of all Licenses in their entirety pursuant to Section 3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to make, have made, use, sell, offer for sale, have sold and export all Licensed Products in all countries.

(c) Each party shall have the right to terminate the Licenses, upon notice to the other party, in the event that such other party materially defaults with respect to any of its material obligations under this Agreement and does not cure such default within 60 days after the receipt of a notice from the non-breaching party specifying the nature of, and requiring the remedy of, such default (or, if such default cannot be cured within such 60-day period, if the breaching party does not commence and diligently continue actions to cure same during such 60-day period). Any termination pursuant to this Section 3.12(c) shall be without prejudice to any of the non-breaching party's other rights under this Agreement, and in addition to any other remedies available to it by law or in equity.

(d) Provided that OXiGENE is not in material breach of any obligation under this Agreement at the time of any termination of the Licenses pursuant to Section 3.12(c), OXiGENE shall have the right for one year thereafter to dispose of all Licensed Product then in its inventory and to complete manufacture of and dispose of any work-in-progress then being manufactured, as though this Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance with the provisions of this Agreement, as though this Agreement had not terminated.

(e) Upon any termination of any of the Licenses, all relevant sublicenses granted by OXiGENE under this Agreement shall terminate simultaneously, subject, nevertheless, to Section 3.12(d).

(f) Termination, relinquishment or expiration of this Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either party prior to such termination, relinquishment or expiration. Such termination, relinquishment or expiration shall not relieve either party from obligations which are expressly indicated to survive termination or expiration of this Agreement.

(g) Termination, relinquishment or expiration of this Agreement shall not terminate a party's obligation to pay all royalties, milestone payments and other monetary obligations that may have accrued hereunder prior to such termination. All of the parties' rights and obligations under Sections 1, 2.3, 2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b), (f) and (g), 4.3, 4.6, 4.12, 4.13 and 4.14 shall survive termination, relinquishment or expiration hereof.

4. MISCELLANEOUS.

4.1 Definition. For purposes of this Agreement, "Affiliate" have the meaning set forth in the License Agreement.

4.2 Relationship of Parties. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employment or joint venture relationship between the parties. Neither party shall be entitled to, or shall, incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided herein.

4.3 Guaranty. OXiGENE, Inc. hereby unconditionally guaranties the performance of all obligations of OXiGENE Europe AB under this Agreement. In the event of a breach by OXiGENE Europe AB in the observance of the terms of this Agreement, BMS shall be entitled to proceed against either OXiGENE Europe AB or directly against OXiGENE, Inc., as BMS may determine in its sole discretion, to enforce this Agreement.

4.4 Assignment.

(a) Each party shall be entitled to assign this Agreement to any of its Affiliates upon 60 days' prior written notice to the other party; provided, however, that in the event of any such assignment, the assigning party shall remain jointly and severally liable with respect to all of its obligations hereunder, and in the event of any default relating to any such obligations, the other party shall be entitled to proceed against either such Affiliate or directly against the assigning party, as such other party may determine in its sole discretion, to enforce this Agreement.

(b) Except as provided in Section 4.4(a), neither party shall be entitled to assign its rights hereunder without the express written consent of the other party, except that each party may assign this Agreement to any assignee of all or substantially all of such party's business (or that portion thereof to which this Agreement relates) or in the event of such party's merger, consolidation or similar transaction.

(c) No assignment contemplated by this Section 4.4 shall be valid or effective unless and until the assignee/transferee shall agree in writing to be bound by the provisions of this Agreement.

4.5 Further Actions. Each party shall execute, acknowledge and deliver such further instruments, and take all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

4.6 Notice. Any notice or request required or permitted to be given under or in connection with this Agreement shall be deemed to have been sufficiently given if in writing and personally delivered or sent by certified mail (return receipt requested), facsimile transmission (receipt verified), or overnight express courier service (signature required), prepaid, to the party for which such notice is intended, at the address set forth for such party below:

(i) In the case of BMS, to:

Bristol-Myers Squibb Company P.O. Box 4000 Route 206 & Province Line Road Princeton, New Jersey 08543-4000
USA

Attention: Vice President & Senior Counsel,
Pharmaceutical Research Institute and
Worldwide Business Development
Facsimile No.: 609-252-4232

(ii) In the case of OXiGENE, to:

OXiGENE Europe AB c/o OXiGENE, Inc. 321 Arsenal Street Watertown, Massachusetts 02472 Attention: President Facsimile No.: 617-924-9229

or to such other address for such party as it shall have specified by like notice to the other party, provided that notices of a change of address shall be effective only upon actual receipt thereof. If delivered personally or by facsimile transmission, the date of delivery shall be deemed to be the date on which such notice or request was given. If sent by overnight express courier service, the date of delivery shall be deemed to be the next business day after such notice or request was deposited with such service. If sent by certified mail, the date of delivery shall be deemed to be the fifth business day after such notice or request was deposited with the postal service in the country of mailing.

4.7 Use of Name. Except as otherwise provided herein, neither party shall have any right, express or implied, to use in any manner the name or other designation of the other party or any other trade name or trademark of the other party for any purpose in connection with the performance of this Agreement.

4.8 Waiver. A waiver by either party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.

4.9 Compliance with Law. Nothing in this Agreement shall be deemed to permit a party to export, re-export or otherwise transfer any Licensed Product sold under this Agreement without compliance with applicable laws.

4.10 Severability. When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

4.11 Amendment. No amendment, modification or supplement of any provisions of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each party.

4.12 Governing Law; English Original; Jurisdiction.

(a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to its choice of law principles; provided, however, that any arbitration proceeding conducted pursuant to Section 4.13 shall be governed by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958. The English original of this Agreement shall prevail over any translation hereof.

(b) Without prejudice to the rights and obligations of the parties under Section 4.13, each party hereby consents to the in personam jurisdiction of any state or federal court sitting in the State of New York with respect to any matter arising in connection with this Agreement and further consents to the service of any process, notice of motion or other application to any such court or a judge thereof outside the State of New York by registered or certified mail or personal service, provided that reasonable time is allowed for appearance. Each party hereby waives, to the greatest extent it may do so, any defense it may have on the grounds of inconvenient forum with respect to any action or proceeding maintained in any state or federal court in New York.

(c) For purposes of consistency, Section 17.15 of the License Agreement is hereby amended to replace all references therein to "New Jersey" with the words "New York."

4.13 Arbitration.

(a) Any dispute arising out of or relating to any provisions of this Agreement shall be finally settled by arbitration to be held in New York, New York, under the auspices and then current commercial arbitration rules of the American Arbitration Association (the "AAA"). Such arbitration shall be conducted by three arbitrators. Within 30 days after the commencement of any arbitration, each party shall appoint one arbitrator, and these two arbitrators shall jointly appoint the third arbitrator, who shall have significant experience in pharmaceutical drug development and commercialization; provided, however, that if the two arbitrators appointed by the parties are unable to agree upon the third arbitrator within 30 days after their appointment, then the third arbitrator shall be appointed by the AAA. The parties shall instruct such arbitrators to render a determination of any such dispute within four months after their appointment. All arbitration proceedings shall be conducted in English. Judgment upon any award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

(b) Section 4.13(a) shall not prohibit a party from seeking injunctive relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by the other party which would cause irreparable harm to the first party. (c) For purposes of consistency, Section 17.16(a) of the License Agreement is hereby amended to replace the reference therein to "Philadelphia, Pennsylvania" with the words "New York, New York."

4.14 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES OR SUBLICENSEES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES OR SUBLICENSEES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, OR CLAIMS OF CUSTOMERS OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH OR OTHER DAMAGES.

4.15 Entire Agreement. Except as set forth in Section 1.3 hereof, this Agreement (together with the Exhibits hereto) sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions and negotiations between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein or as duly set forth on or subsequent to the Effective Date in writing and signed by a proper and duly authorized officer or representative of the party to be bound thereby.

4.16 Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns.

4.17 Descriptive Headings. The descriptive headings of this Agreement are for convenience only, and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement.

4.18 Counterparts. This Agreement may be executed simultaneously in two counterparts, any one of which need not contain the signature of more than one party, but both such counterparts taken together shall constitute one and the same agreement.

4.19 Events of Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to be in default under or in breach of any provision of this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is due to force majeure, and without the fault or negligence of the party so failing or delaying. For purposes of this Agreement, force majeure shall be defined as causes beyond the control of the party, including, without limitation, acts of God; acts, regulations, or laws of any government; war; civil commotion; destruction of production facilities or materials by fire, flood, earthquake, explosion or storm; labor disturbances; epidemic; and failure of public utilities or common carriers. In such event OXiGENE or BMS, as the case may be, shall immediately notify the other party of such inability and of the period for which such inability is expected to continue. The party giving such notice shall thereupon be excused from such of its obligations under this Agreement as it is thereby disabled from performing for so long as it is so disabled and for 30 days thereafter. To the extent possible, each party shall use reasonable efforts to minimize the duration of any force majeure.

* * *

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officer as of the Effective Date.

OXIGENE EUROPE AB

By:/s/ Frederick W. Driscoll
----------------------------
Name:  Frederick W. Driscoll
----------------------------
Title: President
----------------

BRISTOL-MYERS SQUIBB COMPANY

By:/s/ Elliott Sigal
--------------------
Name:  Elliott Sigal
--------------------
Title: Senior Vice President
----------------------------

ACCEPTED AND AGREED TO WITH RESPECT TO SECTION 4.3:

OXIGENE, INC.

By:/s/ Frederick W. Driscoll
----------------------------
Name:  Frederick W. Driscoll
----------------------------
Title: President
----------------

              Item                                       Quantity To Be Sold
--------------------------------------------------------------------------------
A.  API & Related Compounds

    CA4P Disodium Salt - Process B (Batch 3)                   245 g
    Trans-CA4                                                  4.5 g
    CA4P Disodium Salt Reference Standard (100 mg /vial)       65 vials
    CA4P Mono Tris Salt                                        60 g
    Trans-CA4P Tris Salt                                       5 g
    CA4P Mono Tris Salt (Reference Standard) (100 mg/vial)     60 vials
--------------------------------------------------------------------------------
B.  Drug Product

    Batch C00160 (Old Batch)                                   906 vials
    Batch C01291 (New Batch)                                   1311 vials
--------------------------------------------------------------------------------

EXHIBIT B

TECHNICAL INFORMATION AND
DOCUMENTATION TO BE PROVIDED BY BMS

BMS-186527-02 (Disodium salt)

Reports:

o Report on BMS-186527-02 Lyophilized/Reconstituted Solution Use-Time Study

o Report on BMS-186527-02 for Injection, (90 mg/vial as Free Acid) Use Time/Compatibility Study (BMS lab study)

o Report on characterization of the unknown degradant (CA4-pyrophosphate) in drug product stability samples o Physicochemical properties of the CA4P disodium salt (PDSO input for IND amendment)

Data:

o Data Table:BMS-186527-02 drug substance 52-week IND stability

o Data Table: BMS-186527-02 drug product 52-week IND stability (Two investigations relating to the 52-week KF and Particulate matter still ongoing).

o Data Table: Lyophile stability under high intensity light

o Data Table: Compatibility of batching solution with manufacturing and packaging components.

o Data Table: Clinical reassay data on clinical batch C00160 up to 12 months

o Data Table: Accelerated stability of the lyophile prepared using drug substance lot 2042.E.00.3 o Miscellaneous Data:

o X-ray diffraction on drug product from Oxigene (Batch ILA003) and BMS-Lab batches o Comparison of physicochemical properties of diNa salt- process A vs. process B o Solubility of cis-CA4 in presence of cis-CA4P o Density of the batching solution

Other Documents:

o Formula Manufacturing Document

o Drug substance specifications

o Drug product specifications

o Certificate of Analysis for Clinical Lots

o Manufacturing Batch Records for Clinical Lots

BMS-186527-03 (Monotris salt)

o FORM team report for the TRIS salt

o Physicochemical properties of the TRIS salt (a compilation of the existing data generated during form selection process will be provided)

o Formulation Development Interim Report

o Formula Manufacturing Document (draft copy)

EXHIBIT C

LICENSED PATENTS

(1) U.S. Patent Application Serial No. 10/054,746, filed December 26, 2001 by Ronald W. Pero et al., entitled "USE OF COMBRETASTATIN A4 AND ITS PRODRUGS AS AN IMMUNE ENHANCING THERAPY" (Dkt. 1964/63596-A CCD)

(2) U.S. Patent Application Serial No. 10/027,186, filed December 20, 2001 by Francis Y. Lee et al., entitled "METHODS FOR MODULATING TUMOR GROWTH AND METASTASIS" (Dkt. LD0251NP BMS)

(3) U.S. Patent Application Serial No. 09/950,500, filed September 11, 2001 by
Venit et al., entitled "COMBRETASTATIN A-4 PHOSPHATE PRODRUG MONO- AND DI-ORGANIC AMINE SALTS, MONO- AND DI-AMINO ACID SALTS, AND MONO- AND DI-AMINO ACID ESTER SALTS" (Dkt. LD0232NP BMS)

Exhibit 10.15
EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of October 23, 2000, between OXiGENE Inc., a Delaware corporation ("OXiGENE" or the "Company"), and Mr. Frederick W. Driscoll (the "Executive").

WHEREAS, Executive and OXIGENE desire to enter into an employment agreement relating to the position of OXiGENE's President and Managing Director, Finance & Operations, located in Boston, pursuant to which position Executive shall report to Dr. Bjorn Nordenvall, OXiGENE's Chairman Chief Executive Officer.

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

1. Employment

1.1 Executive shall serve in the capacity of President and Managing Director, Finance & Operations, and shall have the duties, responsibilities and authority assigned to Executive by the Board of Directors of OXiGENE ("Board") consistent with such position. Executive shall report directly to OXiGENE's Chairman and Chief Executive Officer.

1.2 Executive, so long as he is employed hereunder, (i) shall devote his full professional time and attention to the services required of him as an employee of OXiGENE, except as otherwise agreed and except as permitted in accordance with paid vacation time subject to OX1GENE's existing vacation policy and subject to OX1GENE's existing policies pertaining to reasonable periods of absence due to sickness, personal injury or other disability, (ii) shall use his best efforts to promote the interests of OXiGENE, and (iii) shall discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices.

2. Term

The term of Executive's employment under this Agreement shall commence as of October 23, 2000, and shall continue until terminated by either party in accordance with Section 6 hereof (the "Employment Term").

3. Base Salary; Stock Options

3.1 During the Employment Term, Executive shall receive an annual base salary in the amount of $250,003 (such amount as adjusted, from time to time, the "Base Salary"), payable in twenty four (24) equal installments in accordance with OXiGENE's payroll schedule from time to time in effect. Executive's salary shall be reviewed annually by the Board.

3.2 OXiGENE shall grant to Executive, subject to approval by the Compensation Committee of the Board, pursuant to the OXiGENE Inc. 1996 Stock Incentive Plan (the "Stock Plan"), an option to purchase 40,000 shares of common stock of OXiGENE, $.01 par value per share. Such option shall have an exercise price equal to the Fair Market Value (as defined in the Stock Plan) on the date of grant of such option, and shall vest and become exercisable after one year of employment. Thereafter, Executive will be a participant of the Stock Plan, and will be eligible to receive an annual grant of an equivalent number of options, which shall contain the customary terms and provisions of options granted generally to key executives under the Stock Plan.

3.3 Nothing hereunder shall preclude the Board from extending bonuses or other compensation to Executive during the Employment Term at the sole discretion of the Board.

4. Benefits

Executive shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite generally made available by OXIGENE during the Employment Term to its executives and key management employees. These benefits shall consist of a minimum of paid health and life insurance plans and four (4) weeks vacation.

5. Business Expenses

Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by him in performing services hereunder during the Employment Terra; provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by OXiGENE,

6. Termination

6.1 OXIGENE may, upon giving Executive six (6) months' written notice, terminate Executive's employment subject to all provisions of this Agreement. Notwithstanding the foregoing, OXiGENE may terminate Executive's employment for Cause (as defined in Section 6.6 hereof) without prior notice.

6.2 (a) Executive may, upon giving OXIGENE thirty (30) days' notice, terminate Executive's employment hereunder following a material breach of the Agreement by OXiGENE, which breach remains uncured thirty (30) days after written notice thereof is received by OXiGENE (a "Termination with Good Reason"). If Executive has not otherwise materially breached the Agreement, Executive's Termination with Good Reason shall be treated as if his employment was terminated by OXiGENE other than for Cause.

(b) The Executive may voluntarily resign from employment with the Company upon written notice to the Company specifying the effective date of such resignation, which effective date shall not be less than ninety (90) days from the date of such notice. Upon the effective date of Executive's resignation, the Company shall have no further obligations or liabilities to Executive, except for obligations due to Executive for services rendered prior to the effective date of Executive's resignation, and Executive shall have no further obligations to perform duties as specified in Section 1 of this Agreement.

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

(a) OXiGENE shall provide the following to Executive:

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

(ii) an amount equal to twelve (12) months of Executive's then current Ease Salary; and

(b) all stock options, stock appreciation rights, restricted stock, and other incentive compensation granted to the Executive by OXIGENE shall, to the extent vested, remain exercisable in accordance with the terms of the Stock Plan (or prior applicable plan) and the agreement entered pursuant thereto, and the Executive may exercise all such vested options and rights, and shall receive payments and distributions accordingly.

6.3 If Executive's employment is terminated by OXIGENE other than for Cause
(as defined below) or in the event of a Termination with Good Reason, then (a) OXiGENE shall provide the following to Executive:

(i) as soon as practicable after the effective date of Executive's termination of employment ("Termination Date") a lump sum cash payment equal to the portion of Executive's then current Base Salary accrued to the Termination Date but unpaid as of the Termination Date (the "Unpaid Salary"); plus

(ii) an amount equal to three (3) months of Executive's then current Base Salary;

and (b) all stock options, stock appreciation rights, restricted stock, and other incentive compensation granted to the Executive by OXIGENE shall, to the extent vested, remain exercisable in accordance with the terms of the Stock Plan (or prior applicable plan) and the agreement entered pursuant thereto, and the Executive may exercise all such vested options and rights, and shall receive payments and distributions accordingly.

6.4 Except as otherwise set forth in this Section 6, all obligations of OXIGENE under this Agreement shall cease if, during the Employment Term, OXIGENE terminates Executive for Cause or the Executive resigns his employment other than in a Termination with Good Reason, Upon such termination, Executive shall be entitled to receive in a lump sum cash payment as soon as practicable after the Termination Date an amount equal to the Unpaid Salary.

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

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

(a) the (i) continued failure by Executive to perform substantially his duties on behalf of OXIGENE if Executive fails to remedy that breach within ten
(10) days of OXiGENE's written notice to Executive of such breach; Or (ii) material breach of any other provision of this Agreement by the Executive, if the Executive falls to remedy that breach within ten (10) days of OXiGENE's written notice to Executive of such breach; or

(b) any act of fraud, material misrepresentation or material omission, misappropriation, dishonesty, embezzlement or similar conduct against OXiGENE or any affiliate, or conviction of Executive for a felony or any crime involving moral turpitude.

7. No Solicitation; Confidentiality; Work for Hire

7.1 For a period of one year after the Termination Date, neither the Executive nor any Executive-Controlled Person (as defined below) will, without the prior written consent of the Board, directly or indirectly solicit for employment, or make an unsolicited recommendation to any other person that it employ or solicit for employment, any person who is or was, at any time during the nine (9) month period prior to the Termination Date, an officer, executive or key employee of OXiGENE or of any affiliate of OXiGENE. As used in this Agreement, the term "Executive-Controlled Person" shall mean any company, partnership, firm or other entity as to which Executive possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, this provision shall not apply to the solicitation of individuals who have, for at least one (1) year prior to the Termination Date, not been employed by OXiGENE.

7.2 (a) Executive acknowledges that, through his status as President and Managing Director, Finance & Operations of OXiGENE, he has, and will have, possession of important, confidential information and knowledge as to the business of OXiGENE and its affiliates, including, but not limited to, information and knowledge related to drugs and compounds developed or under development by the Company or any of its affiliates, financial results and projections, future plans, the provisions of other important contracts entered into by OXiGENE and its affiliates, possible acquisitions and similar information. Executive agrees that all such information and knowledge constitutes a vital part of the business of OXiGENE and its affiliates and is by its nature trade secrets and confidential information proprietary to OXiGENE and its affiliates (collectively, "Confidential Information"). Executive agrees that he shall not, so long as the Company or any of its affiliates remains in existence, divulge, communicate, furnish Or make accessible (whether orally or in writing or in books, articles or any other medium) to any individual, firm, partnership, corporation or other entity, any knowledge or information with respect to Confidential Information directly or indirectly useful in any aspect of the business of OXiGENE or any of its affiliates. As used in the preceding sentence, "Confidential Information" shall not include any knowledge or information that; (i) is or becomes available to others, other than as a result of a breach by Executive of this Section 7.2; (ii) was available to Executive on a nonconfidential basis prior to its disclosure to Executive through his status as an officer or employee of OXiGENE or any affiliate; (iii) becomes available to Executive on a nonconfidential basis from a third party (other than OXiGENE, any affiliate or any of its or their representatives) who is not bound by any confidentiality obligation to OXiGENE or any affiliate; (iv) was known by the Executive prior to his employment by OXiGENE as evidenced by Executive's pre-existing written records; (v) was not maintained as confidential information by OXiGENE; (vi) is otherwise information generally known or available to others within OXiGENE's industry; or (vii) is information that is legally compelled, by applicable law, to be disclosed by Executive, provided, however, that in such an event Executive shall give prompt notice to OXiGENE of such requirement so that OXiGENE may seek a protective order or other appropriate remedy.

(b) All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive or made available to him relating to the business of OXiGENE or any of its affiliates are and shall be and remain OXiGENE's property and shall be delivered to OXIGENE promptly upon the termination of Executive's employment with OXIGENE or at any other tine on request and such information shall be held confidential by Executive after the termination of his employment with OXiGENE.

7.3 The Executive grants the Company and each affiliate of the Company, as appropriate, all rights in and to the contributions made by the Executive to any projects or matters on which the Executive worked prior to, or during the Employment Term. The Executive acknowledges that each such matter and the contribution made by the Executive thereto shall constitute a work made for hire within the meaning of the United States copyright law and other applicable laws. The Company reserves all rights with respect to information relating to the Company's products, including, but not limited to, the right to apply for patents.

7.4 The provisions contained in this Section 7 as to the time periods, scope of activities, persons or entities affected, and territories restricted shall be deemed divisible so that, if any provision contained in this Section 7 is determined to be invalid or unenforceable, such provisions shall be deemed modified so as to be valid and enforceable to the full extent [awfully permitted.

7.5 Executive agrees that the provisions of this Section 7 are reasonable and necessary for the protection of OXiGENE and that they may not be adequately enforced by an action for damages and that, in the event of a breach thereof by Executive or any Executive-Controlled Person, OXiGENE shall be entitled to apply for and obtain injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of such provision or otherwise to enforce specifically such provisions against such violation, without the necessity of the posting of any bond by OXiGENE. Executive further covenants and agrees that if he shall violate any of his covenants under this Section 7, OXiGENE shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Executive directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation. Such a remedy shall, however, be cumulative and not exclusive and shall be in addition to any injunctive relief or other legal or equitable remedy to which OXiGENE is or may be entitled.

8. Taxes

Any amounts payable to the Executive hereunder shall be paid to the Executive subject to all applicable taxes required to be withheld by OXiGENE pursuant to federal, state or local law. The Executive shall be solely responsible for all taxes imposed on the Executive by reason of his receipt of any amounts of compensation or benefits payable hereunder.

8A. Indemnification

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

8B. Attorney's Fees and Expenses

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

9. Amendments

This Agreement may not be altered, modified Or amended except by a written Instrument signed by each of the parties hereto,

10. Assignment

Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party; provicle4, however, that any payments and benefits owed to Executive under this Agreement shall inure to the benefit of his heirs and personal representatives.

11. Waiver

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

12. Severability

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

13. Notices

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

If to Executive, to him as follows:

Mr. Frederick W. Driscoll 15 Crestwood Road
North Reading, MA 01864

If to OXiGENE, to it as follows:

OXiGENE Inc.
321 Arsenal Street
Watertown, MA 02472

Attention: Bjorn Nordenvall

or to such other address or such other person as Executive or OXIGENE shall designate in writing in accordance with this Section 13, except that notices regarding changes in notices shall be effective only upon receipt.

14. Headings

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

15. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to the principles of conflict of laws. Each of the parties hereto consents to the jurisdiction of the federal and state courts of the Commonwealth of Massachusetts in connection with any claim or controversy arising out of or connected with this Agreement, and said courts shall be the exclusive forum for the resolution of any such claim or controversy. Service of process in any such proceeding may be made upon each of the parties hereto at the address of such party as determined in accordance with Section 13 of this Agreement, subject to the applicable rules of the court in which such action is brought.

16. All Other Agreements Superseded

This Agreement contains the entire agreement between Executive and OXiGENE with respect to all matters relating to Executive's employment with OXiGENE and, as of the date hereof, will supersede and replace any other agreements, written or oral, between the parties relating to the terms or conditions of Executive's employment with OXiGENE, provided, however, that nothing in this Agreement shall amend or affect any options previously granted to Executive pursuant to the Stock Plan,

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

/s/ Frederick W. Driscoll
-------------------------
    Frederick W. Driscoll

OXiGENE Inc.

By: /s/ Bjorn Nordenvall
------------------------
Name:   Bjorn Nordenvall
Title:  Chairman and CEO

Exhibit 10.16

Independent Contractor Agreement For Consulting Services

This Independent Contractor Agreement (the "Agreement") is made and entered into as of April 1, 2001, by and between OXiGENE, Inc. (the "Company"), and David Chaplin Consultants, Ltd. (the "Consultant").

WITNESSETH:

WHEREAS, the Company desires to engage the Consultant to perform certain professional services specified herein; and the Consultant desires to be engaged as an independent contractor in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and the Consultant, the parties agree as follows:

1. Scope of Services and Responsibilities of the Consultant

(a) The Consultant shall provide the Company with the following Consulting Services:

(i) The Consultant shall provide monitoring and reporting services with respect to the Company's existing research programs established in connection with Bristol-Meyers Squibb, the University of Lund, and Baylor University. (ii) The Consultant shall provide monitoring and reporting services with respect to other contracted research and development personnel in the Company's laboratories outside of the United States (iii) The Consultant shall review pertinent scientific journals and other academic literature and trade publications and prepare reports to the Company concerning scientific developments and other information pertinent to the Company's existing and prospective business (b) The Consultant shall perform the Consulting Services entirely outsideof the United States and shall perform no services for the Company except those called for by this Agreement or any subsequent modification thereof. The performance by the Consultant of any Consulting Services within the United States shall constitute a material breach of this Agreement, and the Company shall have no obligation to compensate the Consultant for any Consulting Services performed within the United States Consultant shall perform no services for the Company except as is provided herein. The Consultant, in performing the Consulting Services, shall have no authority to establish Company policy or business objectives, nor to bind the Company, nor to hire or fire any Company employee. The Consultant shall maintain sole control and discretion as to exactly when the Consulting Services are performed. However, the Consultant shall all devote as much time as is necessary for the provision of Consulting Services to the Company's reasonable satisfaction, and shall satisfy all reasonable deadlines imposed by the Company for the provision of particular services and shall meet (whether in person, by telephone or by e-mail) with the official(s) designated by the Company to monitor and evaluate the Consulting Services. (c) In performing services under this Agreement, the Consultant will
(i) use diligent efforts and professional skills and judgment; (ii) perform professional services in accordance with recognized professional standards; and
(iii) comply with the by-laws, rules, policies and regulations of the Company and any of its affiliates and/or subsidiaries to which the Consulting Services are provided. (d) The Consultant shall comply fully with all applicable employment and labor laws, regulations and rules relating to the services to be performed by the Consultant.

2. Independent Contractor Status

It is understood and agreed that the Consultant will act solely as an independent contractor, and nothing in this Agreement shall be construed to render the Consultant or any owner, employee, or agent of the Consultant an employee of the Company or to entitle the Consultant or any owner, employee, or agent of the Consultant to participate in any Company benefit plan. The Consultant, therefore, agrees to secure, pay for and maintain all insurances, licenses and/or permits necessary to perform any of the services required under this Agreement. The Consultant understands and recognizes that, except insofar as the Company may expressly delegate to Consultant authority to bind, represent, or speak for the Company with respect to specific projects, clients or prospective clients of the Company, the Consultant is not an agent of the Company and has no authority to and shall not bind, represent or speak for the Company for any purpose whatsoever. , The Company will not withhold any employment taxes on the Consultant's behalf. The Consultant shall be solely responsible for all taxes imposed on the Consultant by reason of Consultant's receipt of any fees payable hereunder.

3. Fees To Be Paid To Consultant

(a) In consideration of the Consulting Services performed by the Consultant, the Company agrees to pay the Consultant fees for projects to be undertaken as agreed between the company and consultant:

The Consultant shall be responsible for providing all equipment and facilities necessary for the provision of the Consulting Services, however, the Company shall reimburse Consultant for expenses which have been approved in advance by the Company in writing.

The Company shall pay fees in equal monthly installments, and shall reimburse incidental expenses, subject to Consultant's submission of monthly invoices, as provided in Paragraph 3(b) below.

(b) The Consultant shall maintain records of time spent providing the Consulting Services and shall, on the last day of each month or the first business day thereafter, submit to the designated Company representative an invoice accompanied by a statement reflecting the dates on which Consulting Services were performed during the preceding month, a description of the services provided on each day Consulting services were performed, a certification that all consulting services were performed ouside of the United States, and a description of pre-approved expenses for which Consultant seeks reimbursement. The Company shall pay such invoices within 30 days of receipt. The Company shall have no obligation to make payment unless the Consultant is in compliance with all of Consultant's covenants, agreements, and warranties hereunder.

4. Termination

4.1 The Company may, upon giving the Consultant sixty (60) days' written notice, terminate this Agreement, subject to all provisions of this Agreement. Notwithstanding the foregoing, the Company may terminate this Agreement for Cause (as defined in Section 6.5 hereof) without prior notice. The Consultant may, upon giving the Company thirty (180 days' notice, terminate this Agreement. If the Consultant terminates this Agreement following a material breach of the Agreement by the Company, which breach remains uncured ten (10) days after written notice thereof is received by the Company (a "Termination with Good Reason"), the Consultant shall be compensated as if this Agreement was terminated by the Company without Cause.

4.2 If this Agreement is terminated by the Company other than for Cause (as defined below) or in the event of a Termination with Good Reason, then the Company pay the Consultant as follows:

(a) as soon as practicable after the effective date of the termination of this Agreement ("Termination Date") a lump sum cash payment equal to any unpaid fees due for such Consulting Services as may have been rendered prior to the Termination Date ; plus

(b) a sum of $120,000 or

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

1) OXiGENE shall provide the following to the Executive:

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

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

4.3 Except as otherwise set forth in this Paragraph 4, all obligations of the Company under this Agreement shall cease if the Company terminates this Agreement for Cause or the Consultant terminates this Agreement other than in a Termination with Good Reason. Upon such termination, the Consultant shall be entitled to receive in a lump sum cash payment as soon as practicable after the Termination Date an amount equal to any unpaid fees due for such Consulting Services as may have been rendered prior to the Termination Date (.

4.4 The foregoing payments shall constitute the exclusive payments due the Consultant upon termination of this Agreement.

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

(a) the (i) continued failure by the Consultant to provide the Consulting Services in a manner reasonably satisfactory to the Company if the Consultant fails to remedy that failure within ten (10) days of the Company's written notice to the Consultant of such breach; or (ii) material breach of any other provision of this Agreement by the Consultant, if the Consultant fails to remedy that breach within ten (10) days of the Company's written notice to the Consultant of such breach; or

(b) any act of fraud, material misrepresentation or material omission, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any affiliate, or conviction of any owner, agent, or employee of the Consultant for a felony or any crime involving moral turpitude.

5. No Solicitation; Confidentiality; Work for Hire

5.1 For a period of one year after the Termination Date, neither the Consultant nor any Consultant-Controlled Person (as defined below) will, without the prior written consent of the Company's Board of Directors, directly or indirectly solicit for employment, or make an unsolicited recommendation to any other person that it employ or solicit for employment any person who is or was, at any time during the nine (9) month period prior to the Termination Date, an officer, executive or key employee of the Company or of any affiliate of the Company. As used in this Agreement, the term "Consultant-Controlled Person" shall mean any company, partnership, firm or other entity as to which the Consultant or any owner, agent, or employee of the Consultant possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, this provision shall not apply to the solicitation of individuals who have, for at least one (1) year prior to the Termination Date, not been employed by the Company.

5.2(a) The Consultant acknowledges that, through the performance of the Consulting Services specified in this Agreement, the Consultant has, and will have, possession of important, confidential information and knowledge as to the business of the Company and its affiliates, including, but not limited to, information related to drugs and compounds developed or under development by the Company, financial results and projections, future plans, the provisions of other important contracts entered into by the Company and its affiliates, possible acquisitions and similar information. The Consultant agrees that all such knowledge and information constitutes a vital part of the business of the Company and its affiliates and is by its nature trade secrets and confidential information proprietary to the Company and its affiliates (collectively, "Confidential Information"). The Consultant agrees that it shall not, at any time, whether during the term of this Agreement or following termination of this Agreement for any reason, whether by the Company or by the Consultant, divulge, communicate, furnish or make accessible (whether orally or in writing or in books, articles or any other medium) to any individual, firm, partnership or corporation, any knowledge or information with respect to Confidential Information directly or indirectly useful in any aspect of the business of the Company or any of its affiliates. As used in the preceding sentence, "Confidential Information" shall not include any knowledge or information that:
(i) is or becomes available to others, other than as a result of breach by the Consultant or any of the Consultant of this Section 5.2; (ii) was available to the Consultant on a nonconfidential basis prior to its disclosure to the Consultant in connection with the performance of the Consulting Services; (iii) becomes available to the Consultant on a nonconfidential basis from a third party (other than the Company, any affiliate or any of its or their representatives) who is not bound by any confidentiality obligation to the Company or any affiliate; (iv) was known by the Consultant prior to the effective date of this Agreement as evidenced by the Consultant's pre-existing written records; (v) was not maintained as confidential information by the Company; (vi) is otherwise information known or available within the Company's industry; or (vii) is information that is not otherwise entitled to protection under applicable law.

(b) All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of the Consultant or made available to the Consultant relating to the Company are and shall be and remain the Company's property and shall be delivered to the Company promptly upon the termination of this Agreement or at any other time on request and such information shall be held confidential by the Consultant after the termination of this Agreement for any reason, whether by the Company or by the Consultant.

5.3 The Consultant grants the Company and each affiliate of the Company, as appropriate, all rights in and to the contribution made by the Consultant to any projects or matters on which the Consultant worked during the period for which this agreement is in force. The Consultant acknowledges that each such matter and the contribution made by the Consultant thereto shall constitute a work made for hire within the meaning of the United States copyright law and other applicable laws, The Company reserves all rights with respect to information relating to the Company's products, including, but not limited to, the right to apply for patents. The Consultant agrees to cooperate fully with the Company and to perform all acts deemed necessary or desirable by the Company (whether before or after the Termination Date), at the Company's cost and expense, in order to more full vest in the Company or to establish as a matter of record all ownership rights in projects or matters created through the Consultant's services hereunder and in those rights transferred by the Consultant to the Company, and to secure patent, copyright, or other protections in the United States or any foreign countries, including, without limitation, the execution of any instruments and the giving of evidence and testimony, without further compensation beyond the Consultant's agreed compensation.

5.4 The provisions contained in this Section 5 as to the time periods, scope of activities, persons or entities affected, and territories restricted shall be deemed divisible so that, if any provision contained in this Section 5 is determined to be invalid or unenforceable, such provisions shall be deemed modified so as to be valid and enforceable to the full extent lawfully permitted.

5.5 The Consultant agrees that the provisions of this Section 5 are reasonable and necessary for the protection of the Company and that they may not be adequately enforced by an action for damages and that, in the event of a breach thereof by the Consultant or any Consultant-Controlled Person, the Company shall be entitled to apply for and obtain injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of such violation or otherwise to enforce specifically such provisions against such violation, without the necessity of the posting of any bond by the Company. The Consultant further covenants and agrees that if he shall violate any of his covenants under this Section 5, the Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that the Consultant directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation. Such a remedy shall, however, be cumulative and not exclusive and shall be in addition to any injunctive relief or other legal or equitable remedy to which the Company is or may be entitled.

6. Indemnification

The Consultant shall indemnify and hold harmless the Company, its employees, officers and agents from and against any and all claims, demands, losses, damages or expenses (including attorneys' fees) that arise as a result of Consultant's performance or non-performance of the Consulting Services or relate in any way to Consultant's representations and obligations herein.

7. Attorney's Fees and Expenses

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

8. Amendments

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

9. Assignment

Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party provided, that this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns whether by merger, operation of law, consolidation, purchase, or other acquisition of controlling interest in the business of the Company.

10. Waiver

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

11. Severability

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

12. Notices

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

If to the Consultant:

David Chaplin Consultants, Ltd.
14,Plowden Park
Aston Rowant
Watlington OX49 5SX
Oxfordshire

If to the Company:

OXiGENE Inc.
321 Arsenal Street
Watertown MA

Attention: Bjorn Nordenvall

or to such other address or such other person as the Consultant or the Company shall designate in writing in accordance with this Section 11, except that notices regarding changes in notices shall be effective only upon receipt.

13. Headings

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

14. Governing Law; Waiver of Jury Trial

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to the principles of conflict of laws. Each of the parties hereto consents to the jurisdiction of the federal and state courts of the Commonwealth of Massachusetts in connection with any claim or controversy arising out of or connected with this Agreement, and said courts shall be the exclusive forum for the resolution of any such claim or controversy. Service of process in any such proceeding may be made upon each of the parties hereto at the address of such party as determined in accordance with Section 11 of this Agreement, subject to the applicable rules of the court in which such action is brought. Both parties further agree that any action, demand, claim or counterclaim shall be resolved by a judge alone, and both parties hereby waive and forever renounce the right to a trial before a civil jury.

15. All Other Agreements Superseded

This Agreement contains the entire agreement between the Consultant and the Company with respect to all matters relating to the Consulting Services and, as of the date hereof, will supersede and replace any other agreement, written or oral, between the parties relating to the Consulting Services.

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

David Chaplin Consultants, Ltd.

By: /s/ David Chaplin
---------------------
        David Chaplin

OXiGENE Inc.

By: /s/ Frederick Driscoll
--------------------------
Name:   Frederick Driscoll

Exhibit 10.17

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement') is entered into as of April 1st, 2001, between OXiGENE Inc., a Delaware corporation ("OXiGENE," or the "Company"), and Dr. David Chaplin (the "Executive").

WHEREAS, Executive will be employed by OXiGENE in the capacity of Chief Operating Officer.

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

1. Employment

1.1 Executive shall serve in the capacity of Chief Operating Officer, and shall have the duties, responsibilities and authority assigned to Executive by the Board of Directors of OXiGENE ("Board") consistent with such position. Executive shall report directly to OXiGENE's President and Chief Executive Officer.

1.2 Executive, so long as he is employed hereunder, (i) shall devote his full professional time and attention to the services required of him as an employee of OXiGENE, except as otherwise agreed and except as permitted in accordance with paid vacation time subject to OXiGENE's existing vacation policy, and subject to OXiGENE's existing policies pertaining to reasonable periods of absence due to sickness, personal injury or other disability, (ii) shall use his best efforts to promote the interests of OXiGENE, and (iii) shall discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices.

1.3 Executive will be required to allocate all of his professional time and activities to OXiGENE. As a result, you will not be allowed to exercise any paid or unpaid professional activities, whether in a competing field or not, for others than for OXIGENE, except after having obtained prior written consent from OXiGENE, produced, however, that nothing herein shall prevent executive from rendering services in the United Kingdom on behalf of David Chaplin Consultants Ltd. In connection with the performance of that certain Independent Contractor Agreement for Consulting Services between OXiGENE and David Chaplin Consultants Ltd. of even date herewith.

1.4 Executive shall perform his duties and responsibilities, and exercise his authority pursuant to this Agreement exclusively with the United States of America. Without limiting the foregoing sentence, Executive is specifically prohibited from performing any of his duties or responsibilities, or exercising his authority as Chief Operating Officer, within the United Kingdom. Executive's violation of the restrictions of this Paragraph 1.4 shall constitute a material breach of this Agreement.

On the basis of the information you have provided OXIGENE with, and more specifically considering your 16.7% capital share in Angiogene Pharmaceutical Ltd., you are authorised to continue to hold this financial participation. In addition you are authorised to retain a position as non-executive director of Angiogene Pharmaceutical Ltd. Any raise in your capital share of Angiogene Ltd. or participation in the scientific or strategic management however, shall be subject to OXiGENE's prior written consent.

2. Term

The term of Executive's employment under this Agreement shall commence as of April 1, 2001, and shall continue until terminated by either party in accordance with Section 6 hereof (the "Employment Term").

3. Base Salary

3.1 During the Employment Term, Executive shall receive an annual base salary in an annual amount of $160,000 (including bonus the "Base Salary"), payable in twelve (12) equal installments in accordance with OXiGENE's payroll schedule from time to time in effect. Executive's salary shall be reviewed annually by the Board.

4. Benefits

Executive shall be entitled to five (5) weeks vacation

5. Business Expenses

Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by him in performing services hereunder during the Employment Term; provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by OXiGENE.

6. Termination

6.1 OXiGENE may, upon giving Executive sixty (180) days' written notice, terminate Executive's employment subject to all provisions of this Agreement. Notwithstanding the foregoing, OXiGENE may terminate Executive's employment for Cause (as defined in Section 6.5 hereof) without prior notice. Executive may, upon giving OXiGENE thirty (30) days' notice, terminate Executive's employment hereunder. If Executive terminates his employment following a material breach of the Agreement by OXiGENE, which breach remains uncured ten (10) days after written notice thereof is received by OXiGENE (a "Termination with Good Reason"), Executive shall be treated as if his employment was terminated by OXiGENE without Cause.

6.2 If Executive's employment is terminated by OXiGENE other than for Cause (as defined below) or in the event of a Termination with Good Reason, then OXiGENE shall provide the following to Executive:

(a) as soon as practicable after the effective date of Executive's termination of employment ("Termination Date") a lump sum cash payment equal to the portion of Executive's then current Base Salary accrued to the Termination Date but unpaid as of the Termination Date (the "Unpaid Salary"); plus

(b) the greater of six (6) months of salary or two (2) months of salary for each year of the Executive's employment at OXiGENE; plus

(c) All stock options, stock appreciation rights, restricted stock, and other incentive compensation granted to the Executive by OXiGENE shall, to the extent vested, remain exercisable in accordance with the terms of the Stock Plan (or prior applicable plan) and the agreement entered pursuant thereto and the Executive may exercise all such vested options and rights, and shall receive payments and distributions accordingly.

6.3 Except as otherwise set forth in this Section 6, all obligations of OXiGENE under this Agreement shall cease if, during the Employment Term, OXiGENE terminates Executive for Cause or the Executive resigns his employment other than in a Termination with Good Reason. Upon such termination, Executive shall be entitled to receive in a lump sum cash payment as soon as practicable after the Termination Date an amount equal to the Unpaid Salary.

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

1) OXiGENE shall provide the following to the Executive:

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

an amount equal to twelve (12) months of Executive's then current Base Salary.6.4 The foregoing payments upon Executive's termination shall constitute the exclusive payments due Executive upon termination from his employment with OXiGENE under this Agreement or otherwise, provided, however, that except as stated above, such payments shall have no effect on any benefits which may be payable to Executive under any plan of OXiGENE which provides benefits after termination of employment.

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

(a) the (i) continued failure by Executive to perform substantially his duties on behalf of OXiGENE if Executive fails to remedy that breach within ten
(10) days of OXiGENE's written notice to Executive of such breach; or (ii) material breach of any other provision of this Agreement by the Executive, if the Executive fails to remedy that breach within ten (10) days of OXiGENE's written notice to Executive of such breach; or

(b) any act of fraud, material misrepresentation or material omission, misappropriation, dishonesty, embezzlement or similar conduct against OXiGENE or any affiliate, or conviction of Executive for a felony or any crime involving moral turpitude.

6.6 Upon termination of Executive's employment for any reason, Executive shall resign from the Board of OXiGENE, and the board of directors of any of its affiliates of which he is then a director; such resignations shall be effective not later than the effective date of termination of his employment unless otherwise mutually agreed by Executive and the Board.

7. No Solicitation; Confidentiality; Work for Hire

7.1 For a period of one year after the Termination Date, neither the Executive nor any Executive-Controlled Person (as defined below) will, without the prior written consent of the Board, directly or indirectly solicit for employment, or make an unsolicited recommendation to any other person that it employ or solicit for employment any person who is or was, at any time during the nine (9) month period prior to the Termination Date, an officer, executive or key employee of OXiGENE or of any affiliate of OXiGENE. As used in this Agreement, the term "Executive-Controlled Person" shall mean any company, partnership, firm or other entity as to which Executive possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, this provision shall not apply to the solicitation of individuals who have, for at least one (1) year prior to the Termination Date, not been employed by OXiGENE,

7.2(a) Executive acknowledges that, through his status as Chief Operating Officer of OXiGENE, he has, and will have, possession of important, confidential information and knowledge as to the business of OXiGENE and its affiliates, including, but not limited to, information related to drugs and compounds developed or under development by the Company, financial results and projections, future plans, the provisions of other important contracts entered into by OXiGENE and its affiliates, possible acquisitions and similar information. Executive agrees that all such knowledge and information constitutes a vital part of the business of OXiGENE and its affiliates and is by its nature trade secrets and confidential information proprietary to OXIGENE and its affiliates (collectively, "Confidential Information"). Executive agrees that he shall not, at any time, whether while employed by OXiGENE or following termination of Executive's employment with OXiGENE for any reason, whether by OXiGENE or by Executive, divulge, communicate, furnish or make accessible (whether orally or in writing or in books, articles or any other medium) to any individual, firm, partnership or corporation, any knowledge or information with respect to Confidential Information directly or indirectly useful in any aspect of the business of OXIGENE or any of its affiliates. As used in the preceding sentence, "Confidential Information" shall not include any knowledge or information that: (i) is or becomes available to others, other than as a result of breach by Executive of this Section 7.2; (ii) was available to Executive on a nonconfidential basis prior to its disclosure to Executive through his status as an officer or employee of OXiGENE or any affiliate; (iii) becomes available to Executive on a nonconfidential basis from a third party (other than OXIGENE, any affiliate or any of its or their representatives) who is not bound by any confidentiality obligation to OXiGENE or any affiliate; (iv) was known by the Executive prior to his employment by OXiGENE as evidenced by Executive's pre-existing written records; (v) was not maintained as confidential information by OXiGENE; (vi) is otherwise information known or available within OX1GENE's industry; or (vii) is information that is not otherwise entitled to protection under applicable law.

(b) All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive or made available to him relating to OXiGENE are and shall be and remain OXiGENE's property and shall be delivered to OXiGENE promptly upon the termination of Executive's employment with OXiGENE or at any other time on request and such information shall be held confidential by Executive after the termination of his employment with OXiGENE for any reason, whether by OXiGENE or by Executive.

7.3 The Executive grants the Company and each affiliate of the Company, as appropriate, all rights in and to the contribution made by the Executive to any projects or matters on which the Executive worked during the Employment Term. The Executive acknowledges that each such matter and the contribution made by the Executive thereto shall constitute a work made for hire within the meaning of the United States copyright law and other applicable laws, The Company reserves all rights with respect to information relating to the Company's products, including, but not limited to, the right to apply for patents.

7.4 The provisions contained in this Section 7 as to the time periods, scope of activities, persons or entities affected, and territories restricted shall be deemed divisible so that, if any provision contained in this Section 7 is determined to be invalid or unenforceable, such provisions shall be deemed modified so as to be valid and enforceable to the full extent lawfully permitted.

7.5 Executive agrees that the provisions of this Section 7 are reasonable and necessary for the protection of OXiGENE and that they may not be adequately enforced by an action for damages and that, in the event of a breach thereof by Executive or any Executive-Controlled Person, OXiGENE shall be entitled to apply for and obtain injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of such violation or otherwise to enforce specifically such provisions against such violation, without the necessity of the posting of any bond by OXiGENE. Executive further covenants and agrees that if he shall violate any of his covenants under this Section 7, OXiGENE shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Executive directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation. Such a remedy shall, however, be cumulative and not exclusive and shall be in addition to any injunctive relief or other legal or equitable remedy to which OXiGENE is or may be entitled.

8. Taxes

Any amounts payable to the Executive hereunder shall be paid to the Executive subject to all applicable taxes required to be withheld by OXiGENE pursuant to federal, state or local law. The Executive shall be solely responsible for all taxes imposed on the Executive by reason of his receipt of any amounts of compensation or benefits payable hereunder.

8A. Indemnification

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

8B. Attorney's Fees and Expenses

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

9. Amendments

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

10. Assignment

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

11. Waiver

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

12. Severability

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

13. Notices

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

If to Executive, to him as follows:

Dr. David Chaplin 14, Plowden Park Aston Rowant
Watlington
Oxfordshire OX9 5SX U.K.

If to OXiGENE, to it as follows:

OXiGENE Inc.
321 Arsenal St.
Watertown, MA 02472
Attention: Fred Driscoll

or to such other address or such other person as Executive or OXiGENE shall designate in writing in accordance with this Section 13, except that notices regarding changes in notices shall be effective only upon receipt.

14. Headings

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

15. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to the principles of conflict of laws. Each of the parties hereto consents to the jurisdiction of the federal and state courts of the Commonwealth of Massachusetts in connection with any claim or controversy arising out of or connected with this Agreement, and said courts shall be the exclusive forum for the resolution of any such claim or controversy. Service of process in any such proceeding may be made upon each of the parties hereto at the address of such party as determined in accordance with Section 13 of this Agreement, subject to the applicable rules of the court in which such action is brought

16. All Other Agreements Superseded

This Agreement contains the entire agreement between Executive and OXiGENE with respect to all matters relating to Executive's employment with OXIGENE and, as of the date hereof, will supersede and replace any other agreements, written or oral, between the parties relating to the terms or conditions of Executive's employment with OXiGENE, provided, however, that nothing in this Agreement shall amend or affect any options previously granted to Executive pursuant to the Stock Plan.

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

/s/ David Chaplin
-----------------
    David Chaplin

OXiGENE Inc.

By:/s/ Frederick W. Driscoll
----------------------------
Name:  Frederick W. Driscoll
Title: President & CFO

Exhibit 10.18

Addendum

This Addendum is made the 23rd day of April 2002 by and between:

(1) Bjorn Nordenvall, Ph.D., M.D., with residence at 319 Malborough, Boston MA 02116, USA (hereinafter referred to as "the Executive"); and

(2) OXiGENE Inc., a Delaware corporation with its principal office at 321 Arsenal Street, Watertown, MA 02472 (hereinafter referred to as "the Company").

(1) and (2) hereinafter collectively referred to as "the Parties".

WITNESSETH

WHEREAS the Parties entered into an Executive Employment Agreement on 9 October 1995, as amended by addendums on 1 July 1999 and 1 July 2001 (hereinafter "the Agreement");

WHEREAS the Parties wish to agree on certain matters in connection with the termination of the Executive's employment as CEO with the Company;

NOW THEREFORE, the Parties to this Addendum (hereinafter "the Addendum") hereby agree as follows:

1. Definitions and Interpretation

1.1 Terms defined in the Agreement shall have the same respective meanings in this Addendum unless the context otherwise requires.

1.2 Subject to the provisions of this Addendum:

- the Agreement shall remain in full force and effect and shall be read and construed as one document with this Addendum

- nothing in this Addendum shall constitute a waiver or release of any rights under the Agreement, or otherwise prejudice any right or remedy either of the Parties have under the Agreement.

2. Effective Date

This Addendum shall take effect from 23rd April, 2002.

3. Discontinuance of the Executive's Employment with the Company

3.1 It is hereby agreed that the Executive's resign from his functions as CEO of the Company in connection with the annual general meeting of shareholders in the Company on 11 June 2002. The Employment Term shall end on 30 June 2002. In connection herewith the Executive shall he entitled to receive, and the Company shall pay, compensation as follows:

3.1.1 The Company shall pay to the Executive the Base Salary until 30 June 2002.

3.1.2 The Company shall on or before 31 July 2002 effect a final single payment of salary of US$ 125,000 to the Executive.

3.1.3 The Company shall until 31 July 2002 provide the residence and car benefits to the Executive as they are presently being provided under the Agreement.

This Addendum has been executed on the date first written above in two counterparts of which the Parties have taken one each.

The Company                                              The Executive

OXiGENE Inc.

/s/ Frederick Driscoll                                   /s/ Bjorn Nordenvall
----------------------                                   --------------------
President and CEO

ADDENDUM TO THE

EXECUTIVE EMPLOYMENT AGREEMENT

OF OCTOBER 9, 1995

This Addendum to the Executive Employment Agreement, originally dated October 9, 1995, is executed on May __,2001, to be effective on July 1, 2001, by and between OXiGENE, Inc. a Delaware corporation with its principal office at 321 Arsenal Street, Watertown, MA 02472 (the "Company"), and Bjorn Nordenvall, Ph.D., M.D., currently with a residence at 319 Marlborough, Boston, MA 02116 (the "Executive"). The parties to this Agreement are referred to, collectively, as the "Parties".

Whereas, the Parties have entered into an Executive Employment Agreement, originally dated October 9, 1995, and thereafter amended, of which the latest amendment is dated July 1, 1999 (as so amended to date, the "Executive Employment Agreement"); and.

Whereas, the Parties have agreed, taking into account the move of Executive from Sweden to the United States at the request of the Company and the role played and anticipated by Executive in the Company's success, upon an increase in Executive's present annual Base Salary of $225,000 to a new annual Base Salary of $250,000 and the promise by the Company to Executive of a rent-free residence and the use of an automobile in the Boston, Massachusetts, USA, area.

Now therefore the Parties agree as follows:

1. The minimum annual Base Salary provided for in Section 2(a) ("Base Salary") of the Executive Employment Agreement is hereby amended to $250,000.00 (U.S.) per annum.

2. The following shall be added to, and shall become and be a part of, Section
4 ("Benefits") of the Executive Employment Agreement:

(d) Residence benefit. The Company shall, during the period July 1, 2001, through and including June 30, 2002, make available to Executive, for use by himself and his family, a rent-free residence in the Boston, Massachusetts, area on the terms herein set forth. Pursuant hereto, the Company shall also bear the expense of electricity, heating, water, refuse collection and other similar expenses related to the residence. The Executive shall approve a residence chosen by the Company, and the Parties have estimated that the monthly rental due thereon shall be approximately $6,000.00 (excluding other expenses associated with the expected occupancy and use of the premises).

(e) Car benefit. The Company shall, during the period July 1, 2001, through and including June 30, 2002, make available without cost to the Executive an automobile for use in connection with his activities on behalf of the Company in the United States, and particularly in the Boston, Massachusetts, area. Pursuant hereto, the Company shall pay up to $600 per month for the cost of usage of the car and related insurance. Additionally, the Company will pay for the lull operating costs of the vehicle, including reasonable fuel, consumables, maintenance and repairs, registration and licensing, parking and tolls.

3. The Parties hereto agree further that the provisions hereinabove set forth shall be extended for an additional twelve month period if the Executive Employment Agreement has not been terminated on or before June 30, 2002, and the Executive's principal place of employment for the Company remains at the Company's principal office in the Boston, Massachusetts, area.

4. This Addendum shall become effective July 1, 2001, and, unless extended as set forth in Paragraph numbered 3 above, shall terminate on June 30, 2002.

5. Except as set forth in this Addendum, the Executive Employment Agreement and all prior amendments thereof and addenda thereto shall in all other respects be unchanged and remain in lull force and effect.

This Addendum has been executed in two (2) originals, of which each Party has retained one.

The Company                                 The Executive

OXiGENE, Inc.


/s/ Frederick Driscoll                      /s/ Bjorn Nordenvall
----------------------                      --------------------
    Frederick Driscoll                          Bjorn Nordenvall

AMENDMENT
TO
EXECUTIVE EMPLOYMENT CONTRACT

This Agreement is made and entered into on July 1, 1999, by and between OXiGENE, Inc. a Delaware Corporation with its principal office at One Copley Place, Suite 602, Boston, MA 02116 ("the Company"), and Bjorn Nordenvall, Ph.D., M.D., an adult resident of Sweden ("the Executive").

WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement dated October 9, 1995 and an undated Addendum thereto,

WHEREAS, the Company is at a phase where the work the Executive performs with respect to commercializing the pharmaceutical products will increase,

WHEREAS, the Company's focus and the duties of the Executive has shifted towards the United States,

WHEREAS, the work the Executive performs with respect it investor relations has increased and become more important to the Company, and

WHEREAS, the parties agree upon that the compensation the Executive has received up to this date is to low for the services to be performed in comparison with executives of comparable pharmaceutical companies in the United States.

NOW, THEREFORE the parties agree as follows:

- Section 2 (a) ("Base Salary") of the Executive Employment Agreement is Amended by replacing the minimum amount "$ 50,000.00" with $ 225,000.00.

In all other aspects, the Executive Employment Agreement with the change made in the Addendum thereto shall be unchanged and remain in full force and effect.

This amendment has been drawn in to originals, of which the parties have taken one each.

OXiGENE, Inc.                                Executive



By:   /s/ Bo Haglund                         /s/ Bjorn Nordenvall
      ----------------------------------     -----------------------------
          Bo Haglund                             Bjorn Nordenvall, Ph.D., M.D.
Title:    Chief Financial Officer

Exhibit 10.19

Addendum

This Addendum is made the 23rd day of April 2002 by and between:

(1) B Omentum Consulting AB, a company incorporated under the laws of Sweden with corp. reg. no. 556245-3778, Klovervagen 6, 133 36 Saltsjobaden, Sweden (hereinafter referred to as "the Consultant"); and

(2) OXiGENE EUROPE AB, a company incorporated under the laws of Sweden with corp. reg. no. 556503-6638. Box 55610, 102 14 Stockholm, Sweden (hereinafter referred to as "the Company").

(1) and (2) hereinafter collectively referred to as "the Parties".

WITNESSETH

WHEREAS the Parties entered into a Consultant Agreement on 9 October 1995, as amended by addendums on 1 March 1996, 1 March 1997, 1 July 1999 and May 2001 (hereinafter "the Agreement");

WHEREAS the Company is a wholly owned subsidiary of Oxigene Inc. and, thus, all the Company's activities are to the benefit of Oxigene Inc.

WHEREAS the management of Oxigene Inc. is currently reviewing the possibility of downsizing the administrative structures of the Oxigene group of companies and in this connection is considering whether it be possible to bring to an end the activities of the Company;

WHEREAS the Parties wish for the Agreement to be amended in certain respects;

NOW THEREFORE, the Parties to this Addendum (hereinafter "the Addendum") hereby agree as follows:

1. Definitions and Interpretation

1.1 Terms defined in the Agreement shall have the same respective meanings in this Addendum unless the context otherwise requires.

1.2 Subject to the provisions of this Addendum:

- the Agreement shall remain in full force and effect and shall be read and construed as one document with this Addendum;

- nothing in this Addendum shall constitute a waiver or release of any rights under the Agreement, or otherwise prejudice any tight or remedy either of the Parties have under the Agreement.

2. Addendum to the Agreement

This Addendum shall take effect from 1 July, 2002 (hereinafter "the Effective Date").

3. Amendments to the Agreement

3.1 As from the Effective Date, it is understood and agreed that the Agreement shall be amended as follows:

3.1.1 The Consulting Term shall run through 30 June 2004.

3.1.2 The Company may not terminate the Consulting Term prior to 1 July 2003. Following this date, the Consulting Term may be terminated by the Company subject to a six month notice period. Notice shall be given in writing and Compensation shall be paid during such period in the amounts specified in the Agreement and this Addendum.

3.1.3 The Annual Compensation is amended to US$ 150,000 per annum. The Compensation shall be paid monthly in advance (US$ 12,500 per month).

4 Discontinuance of the Operations of the Company

It is hereby understood and agreed that in the event that Oxigene Inc. should decide to discontinue the activities of the Company, Oxigene Inc. shall irrevocably and unconditionally assume in full all past and fu'1ute obligations of the Company hereunder and the Consultant shall accordingly in such case perform its services to Oxigene Inc.

This Addendum has been executed on the date first written above in two counterparts of which the Parties have taken one each.

The Company                                            The Consultant

OXiGENE Europe AB                                      B Omentum Consulting AB

Accepted and approved:

OXiGENE Inc.

This Addendum to the Consulting Agreement of October 9, 1995, is made on May __, 2001 by and between OXiGENE, Europe AB, Reg. No. 556503-6638 (the "Company") and B. Omentum Consulting AB, Reg. No. 556245-3778 (the "Consultant"). The parties in this Agreement are jointly referred to as the "Parties".

Whereas, the Parties have entered into a Consulting Agreement, dated October 9, 1995 and amendments hereto dated July 1, 1999, March 1, 1996 and March 1, 1997; and

Whereas, the Parties have agreed upon a reduction of the present Annual Compensation of $75,000 per annum to $50,000 per annum due to the decreased need of the Consultants services.

Now therefore the Parties agree as follows:

1. The annual Compensation according to Section 2 ("Annual Compensation") in the Consulting Agreement is amended to $50,000.00 per annum

2. This addendum shall enter into effect from July 1, 2001

3. Subject to the addendum herein the Consulting Agreement and the amendments hereto shall in all other respects be unchanged and remain in full force and effect

This Addendum has been executed in two (2) originals, of which each Party has retained one.

The Company                                 The Consultant

OXiGENE, EUROPE AB                          B. OMENTUM CONSULTING AB



/s/ Frederick Driscoll                      /s/ Bjorn Nordenvall
------------------------------------        ------------------------------------
                                            Bjorn Nordenvall

AMENDMENT TO CONSULTING AGREEMENT

This amendment is dated a of this 1st day of July, 1999, and is made and entered into by and between OXiGENE Europe AB, Company registration No. 556503-6638 ("the Company"), and B. Omentum Consulting AB, Company registration No. 5 56245-3778 ("the Consultant).

WHEREAS, the parties have entered into a Consulting Agreement dated 9th of October 1995 ("the Consulting Agreement") and Amendments to the Consulting Agreement dated 1st March 1996 and 1st of October 1997 ("the Amendments") and

WHEREAS, the Company during the spring 1999 has wound up its business in Lund regarding testing of pharmaceutical products and has downsized said area of its business in general, leading to a substantially decreased need for utilizing the Consultants services regarding testing of pharmaceutical products.

NOW, THEREFORE the parties agree as follows:

- Section 2 ("Annual Compensation") of the Consulting Agreement is amended by replacing "$ 250,000 per annum" with "$ 75,000 per annum").

In all other aspects, the Consulting Agreement as previously amended shall be unchanged and remain in full force and effect.

This Amendment has been drawn in to originals, of which the parties have taken one each.

OXiGENE EUROPE AB                           B. OMENTUM CONSULTING AB



/s/ Bo Haglund                              /s/ Bjorn Nordenvall
------------------------------------        ------------------------------------
    Bo Haglund                                  Bjorn Nordenvall

AMENDMENT TO CONSULTING AGREEMENT

This amendment is dated as of this 1st day of March, 1997, and is made and entered into by and between OXiGENE Europe AB, a corporation with registered office at Scheelevagen 17, SE-223 70 Lund, Sweden ("Company") and B. Omentum Consulting AB, company registration No. 556245-3778 ("Consultant").

WHEREAS, the parties entered into a Consulting Agreement dated 9th of October 1995 ("Consulting Agreement") and Amendment to Consulting Agreement dated 1st day of March 1996 ("Amendment"); since then the Company's activities have expanded substantially and therefore the Company wishes to hire Consultant to a greater extent than was foreseen at that time.

NOW, THEREFORE the parties agree as follows:

- Section 2 ("Annual Compensation") of the Consulting Agreement is amended by replacing "$ 200,000 per annum" with "$250,000 per annum".

In all other respects, the Consulting Agreement shall be unchanged and remain in full force and effect.

This amendment has been executed in two counterparts of which each party has taken one.

B. OMENTUM CONSULTING AB                                OXiGENE EUROPE AB


/s/ Bjorn Nordenvall                                    /s/ Bo Haglund
--------------------                                    --------------
    Bjorn Nordenvall                                        Bo Haglund

This amendment is dated as of this 1st day of March 1996, and is made and entered into by and between Oxygen Europe AB, a corporation with a registered office at Scheelevagen 17, S-223 70 Lund, Sweden ("Company") and B. Omentum Consulting AB, company registration No. 556245-3778 ("Consultant").

WHEREAS, the parties entered into a Consulting Agreement dated 9th of October 1995 ("Consulting Agreement"); since then the Company's activities have expanded substantially and therefore the Company wishes to hire the Consultant to a greater extent than was foreseen at that time.

NOW, THEREFORE the parties agree as follows:

1. Section 1 ("Term") of the Consulting Agreement is amended by deleting "June 2, 1995" and all words thereafter following and replacing it with "March 1, 1996".

2. Section 2 ("Annual Compensation") of the Consulting Agreement is amended by replacing "$ 50,000 per annum" with "$ 200,000 per annum".

3. Section 4 ("Termination") of the Consulting Agreement is amended by deleting the words "Prior to the expiration of the currently scheduled Consulting Term" and replacing "90 days" with "30 days".

Said Section 4 is further amended by adding the words "However, such notice may not be given before July 1, 1996".

4. In all other respects, the Consulting Agreement shall be unchanged and remain in full force and effect.

This Amendment has been executed in two counterparts of which each party has taken one.

B. OMENTUM CONSULTING AB                                OXiGENE EUROPE AB

/s/ Bjorn Nordenvall                                    /s/ Claus Moller
--------------------                                    ----------------
    Bjorn Nordenvall                                        Claus Moller


                                                        /s/ Ronald W. Pero
                                                        ------------------
                                                            Ronald W. Pero


                                                        /s/ Bjorn Nordenvall
                                                        --------------------
                                                            Bjorn Nordenvall

Exhibit 10.20

ADDENDUM TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
OF OCTOBER 9, 1995

This Addendum to the Executive Employment Agreement, originally dated October 9, 1995, is executed on May __,2001, to be effective on July 1, 2001, by and between OXiGENE, Inc. a Delaware corporation with its principal office at 321 Arsenal Street, Watertown, MA 02472 (the "Company"), and Bjorn Nordenvall, Ph.D., M.D., currently with a residence at 319 Marlborough, Boston, MA 02116 (the "Executive"). The parties to this Agreement are referred to, collectively, as the "Parties".

Whereas, the Parties have entered into an Executive Employment Agreement, originally dated October 9, 1995, and thereafter amended, of which the latest amendment is dated July 1, 1999 (as so amended to date, the "Executive Employment Agreement"); and.

Whereas, the Parties have agreed, taking into account the move of Executive from Sweden to the United States at the request of the Company and the role played and anticipated by Executive in the Company's success, upon an increase in Executive's present annual Base Salary of $225,000 to a new annual Base Salary of $250,000 and the promise by the Company to Executive of a rent-free residence and the use of an automobile in the Boston, Massachusetts, USA, area.

Now therefore the Parties agree as follows:

1. The minimum annual Base Salary provided for in Section 2(a) ("Base Salary") of the Executive Employment Agreement is hereby amended to $250,000.00 (U.S.) per annum.

2. The following shall be added to, and shall become and be a part of, Section
4 ("Benefits") of the Executive Employment Agreement:

(d) Residence benefit. The Company shall, during the period July 1, 2001, through and including June 30, 2002, make available to Executive, for use by himself and his family, a rent-free residence in the Boston, Massachusetts, area on the terms herein set forth. Pursuant hereto, the Company shall also bear the expense of electricity, heating, water, refuse collection and other similar expenses related to the residence. The Executive shall approve a residence chosen by the Company, and the Parties have estimated that the monthly rental due thereon shall be approximately $6,000.00 (excluding other expenses associated with the expected occupancy and use of the premises).

(e) Car benefit. The Company shall, during the period July 1, 2001, through and including June 30, 2002, make available without cost to the Executive an automobile for use in connection with his activities on behalf of the Company in the United States, and particularly in the Boston, Massachusetts, area. Pursuant hereto, the Company shall pay up to $600 per month for the cost of usage of the car and related insurance. Additionally, the Company will pay for the lull operating costs of the vehicle, including reasonable fuel, consumables, maintenance and repairs, registration and licensing, parking and tolls.

3. The Parties hereto agree further that the provisions hereinabove set forth shall be extended for an additional twelve month period if the Executive Employment Agreement has not been terminated on or before June 30, 2002, and the Executive's principal place of employment for the Company remains at the Company's principal office in the Boston, Massachusetts, area.

4. This Addendum shall become effective July 1, 2001, and, unless extended as set forth in Paragraph numbered 3 above, shall terminate on June 30, 2002.

5. Except as set forth in this Addendum, the Executive Employment Agreement and all prior amendments thereof and addenda thereto shall in all other respects be unchanged and remain in lull force and effect.

This Addendum has been executed in two (2) originals, of which each Party has retained one.

The Company                                          The Executive

OXiGENE, Inc.


/s/ Frederick Driscoll                               /s/ Bjorn Nordenvall
----------------------                               --------------------
    Frederick Driscoll                                   Bjorn Nordenvall

Exhibit 10.21

AMENDMENT
TO
EXECUTIVE EMPLOYMENT CONTRACT

This Agreement is made and entered into on July 1, 1999, by and between OXiGENE, Inc. a Delaware Corporation with its principal office at One Copley Place, Suite 602, Boston, MA 02116 ("the Company"), and Bjorn Nordenvall, Ph.D., M.D., an adult resident of Sweden ("the Executive").

WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement dated October 9, 1995 and an undated Addendum thereto,

WHEREAS, the Company is at a phase where the work the Executive performs with respect to commercializing the pharmaceutical products will increase,

WHEREAS, the Company's focus and the duties of the Executive has shifted towards the United States,

WHEREAS, the work the Executive performs with respect it investor relations has increased and become more important to the Company, and

WHEREAS, the parties agree upon that the compensation the Executive has received up to this date is to low for the services to be performed in comparison with executives of comparable pharmaceutical companies in the United States.

NOW, THEREFORE the parties agree as follows:

- Section 2 (a) ("Base Salary") of the Executive Employment Agreement is Amended by replacing the minimum amount "$ 50,000.00" with $ 225,000.00.

In all other aspects, the Executive Employment Agreement with the change made in the Addendum thereto shall be unchanged and remain in full force and effect.

This amendment has been drawn in to originals, of which the parties have taken one each.

OXiGENE, Inc.                                  Executive



By:/s/ Bo Haglund                              /s/ Bjorn Nordenvall
   --------------                              --------------------
       Bo Haglund                                  Bjorn Nordenvall, Ph.D., M.D.
Title: Chief Financial Officer

Exhibit 10.22

OXiGENE Inc.

Restricted Stock Agreement for Employees

This Restricted Stock Agreement (this "Agreement") is made as of the 2nd day of January 2002, between OXiGENE Inc., a Delaware corporation (the "Company"), David Chaplin ("Grantee").

The Company has adopted a program of restricted stock awards for non-director executives, employees, and consultants that provides for the grant of shares of Company common stock, par value $0.01, subject to restrictions as set forth in this Agreement (the "Restricted Stock").

NOW THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Grantee hereby agree as follows:

1. Effect of the Agreement. Grantee will abide by, and the Restricted Stock granted to Grantee will be subject to, all of the provisions of this Agreement, together with all rules and determinations from time to time issued by the Company's Compensation Committee (the "Committee") and by the Board of Directors of the Company (the "Board"). The Company hereby reserves the right to amend, modify, restate, or supplement this Agreement without the consent of Grantee, so long as such amendment, modification, restatement, or supplement shall not materially reduce the rights and benefits available to Grantee hereunder.

2. Grant of Restricted Stock.

(a) Number of Shares Granted. Subject to the terms and, conditions this Agreement, the Company hereby grants to Grantee, effective' January 2, 2002 (the "Grant Date"), 45,000 shares of Restricted Stock. Grantee agrees that the Restricted Stock shall be subject to all of the terms and conditions set forth in this Agreement, including, but not limited to, the forfeiture conditions set forth in Section 3(b), the restrictions on transfer set forth in Section 3(d), and the payment of withholding taxes as set forth in Section 6 of this Agreement.

(b) Company to Retain Custody of Restricted Stock Until Vesting. The Company shall retain custody of the Restricted Stock until the Restricted Stock has vested in accordance with Section 3 of this Agreement. Upon vesting of the Restricted Stock, the Company shall instruct its transfer agent to deposit that portion of the Restricted Stock which has vested and has, therefore, ceased to be Restricted Stock (the "Common Stock") into an account designated by Grantee, subject to payment of any amounts due to the Company in accordance with Section 6 of this Agreement.

3. Terms of the Restricted Stock.

(a) Vesting Schedule; Service Requirement. One-third (33 and 1/3%) of the Restricted Stock will vest on each of the first three annual anniversary dates from the Grant Date, as set forth hereto on Schedule I (each, a "Vesting Date"), if Grantee has been employed by or provided advisory services to the Company continuously from the Grant Date to the applicable Vesting Date.

(b) Conditions of Forfeiture. If Grantee's employment or service with the Company is terminated for any reason, including, but not limited to, Grantee's voluntary resignation or termination by the Company with or without cause, except as provided in Sections 3(c), all Restricted Stock shall, without further action of any kind by the Company, be forfeited. For purposes of this Agreement, termination from employment shall be deemed to occur on the last day actually worked by Grantee, rather than the last day that Grantee is on the payroll of the Company. The Committee shall in good faith determine whether a leave of absence shall constitute a termination of employment. Restricted Stock that is forfeited shall be immediately transferred to the Company without any payment by the Company to Grantee and the Company shall have the full right upon such forfeiture to cancel any evidence of Grantee's ownership of such forfeited Restricted Stock and take any other action necessary to demonstrate that Grantee no longer owns such forfeited Restricted Stock. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Restricted Stock.

(c) Immediate Vesting of All Restricted Stock. All of Grantee's Restricted Stock. shall immediately vest if:

(i) there is a "Change of Control" of the Company, which shall be deemed to have occurred if:

(A) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the total voting power represented by the Company's then outstanding voting securities;

(B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

(C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least 80% of the combined voting power immediately after such merger or consolidation; or

(D) the stockholders of the Company approve:

1. a plan of complete liquidation or winding up of the Company and such complete liquidation or winding up of the Company is consummated, such consummation date to be determined by the Committee or Board; or

2. an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets and such sale or disposition of the Company is consummated, such consummation date to be determined by the Committee or Board;

(ii) there is a "Strategic Reorganization" of the Company (as that term shall be defined in the sole good faith determination of the Committee or Board) and Grantee's employment or service is terminated as a result of such Strategic Reorganization; or

(iii)Grantee's engagement with the Company terminates as a result of Grantee's death or disability.

(d) Non-Transferability. Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, this Agreement or any Restricted Stock (each, a "Transfer"), except as may be transferred by will or the laws of descent and distribution. References to Grantee, to the extent relevant in the context, shall include references to authorized transferees. Any such transfer by Grantee in violation of this
Section 3(d) shall be void and of no force or effect, and shall result in the immediate forfeiture of all Restricted Stock.

4. Dividend And Voting Rights. Subject to the restrictions contained in this Agreement, Grantee shall have the rights of a stockholder with respect to the Restricted Stock, including the right to vote all such Restricted Stock, and to receive all dividends, cash or stock, paid or delivered thereon, from and after the Grant Date. In the event of forfeiture of the Restricted Stock, Grantee shall have no further rights with respect to such Restricted Stock. However, the forfeiture of Restricted Stock shall not create any obligation to repay dividends received as to such Restricted Stock, nor shall such forfeiture invalidate any votes given by Grantee with respect to such Restricted Stock prior to forfeiture.

5. Section 83(b) Election. Under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Grantee will recognize ordinary income equal to the fair market value of the shares of Common Stock received upon the date the Restricted Stock vests. However, Grantee may elect to be taxed at the time the Restricted Stock is granted, rather than when the Restricted Stock vests. To elect this early taxation, Grantee would need to file an election under Section 83(b) of the Code within thirty (30) days after the Grant Date (an "83(b) Election"). In addition, Grantee would have to make a payment to the Company, in accordance with the procedures set forth in Section 6, to cover the withholding taxes on the fair market value of the Restricted Stock on the Grant Date.

GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS OF THE GRANT OF RESTRICTED STOCK TO GRANTEE; AND THAT GRANTEE IS SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.

GRANTEE ACKNOWLEDGES THAT HE OR SHE IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY
SECTION 83(b) ELECTION. IF GRANTEE DETERMINES THAT THE ELECTION IS ADVISABLE, GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY 83(b) ELECTION, EVEN IF GRANTEE REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THE FILING ON GRANTEE'S BEHALF.

6. Withholding Of Taxes. The Company's obligation to deliver Common Stock to Grantee upon the vesting of the Restricted Stock shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the "Withholding Taxes"). In order to satisfy all Withholding Taxes due, Grantee agrees to:

(a) within thirty (30) days after each of the three Vesting Dates, make a cash payment to the Company for the full amount (100%) of the Withholding Taxes due upon the Vesting Date of the respective one-third (33 and 1/3%) portion of the Restricted Stock; and if all of Grantee's remaining Restricted Stock has vested pursuant to Sections 3(c) hereof, within thirty (30) days after such date, Grantee (or Grantee's legal representative in the event of legal incapacity) shall make a cash payment to the Company for the remaining amount of the Withholding Taxes due upon the vesting of all remaining Restricted Stock;

(b) make an 83(b) Election and make a cash payment to the Company within thirty
(30) days after the Grant Date for the full amount (100%) of the Withholding Taxes due; or

(c) make an 83(b) Election and pay the Withholding Taxes by the presentation to the Company of executed promissory notes, which may be either recourse or non-recourse at Grantee's election, in a form, satisfactory to the Company (the "Promissory Notes"), which Promissory Notes shall have the following conditions incorporated by reference therein:

(i) Amount of Promissory Notes. Grantee shall give to the Company a Promissory Notes for the full amount (100%) of the Withholding Taxes due as a result of an
83(b) Election plus interest at the rate of 10% (ten percent) per year, compounded annually;

(ii) Maturity Dates.

(A) One third (33 and 1/3%) of the principal together with accrued interest thereon is due at each of the three Vesting Dates, as set forth hereto on Schedule I (each a "Maturity Date").

(B) Not withstanding the due date set forth above, the full amount (100%) of unpaid principal and accrued interest shall become due if all of Grantee's Restricted Stock vests pursuant to Section 3(c) hereof or Grantee's Restricted Stock is forfeited pursuant to Section 3(b) or 3(d) of this Agreement;

(iii) Pre-Payment of Amount Due. Grantee (or Grantee's personal representative under the laws of decent and distribution) may, at his or her option, repay the principal together with accrued interest at any time prior to any Maturity Date;

(iv) Company to Possess Stock Certificates. The stock certificates representing the Restricted Stock shall remain in the possession of the Company as security for the payment of the indebtedness evidenced by the Promissory Notes, including both principal and accrued interest;

(v) Voting Shares. Restricted Stock retained by the Company pursuant to Section 6(c)(iv) above shall have all dividend and voting rights as provided in
Section 4 of this Agreement except that any stock dividends shall remain the possession of the Company together with and be treated in the same manner as the certificate of shares retained for security for payment of the principal and accrued interest on the Promissory Notes; and

(vi) Satisfaction of Conditions of Note. The one-third (33 and 1/3%) portion of the Restricted Stock granted on the Grant Date that is to vest on a Vesting Date shall be forfeited in the event that, on such Vesting Date and associated Maturity Date, the conditions of the note have not been fulfilled.

7. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when transmitted by facsimile (receipt confirmed), (iii) on the fifth (5th) business day following mailing by registered or certified mail (return receipt requested), or (iv) on the next business day following deposit with an overnight delivery service of national reputation, to the parties at the address or facsimile numbers shown beneath his, her or its respective signature to this Agreement, or at such other address or addresses as such party shall designate to the other in accordance with this Section 7.

8. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of New York without regard to any applicable conflicts of laws.

9. Legends. All certificates representing the Restricted Stock shall have endorsed thereon the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER STATE OR U.S. FEDERAL SECURITY LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE DISTRIBUTED OR TRANSFERRED, NOR MAY THESE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THESE SHARES ARE SUBJECT TO A RESTRICTED STOCK AGREEMENT DATED AS OF JANUARY 2, 2002 BY AND BETWEEN OXIGENE, INC. AND DAVID CHAPLIN, INCLUDING RESTRICTIONS ON PLEDGE AND TRANSFER CONTAINED THEREIN.

10. No Right to Employment or Other Status. This Agreement shall not be construed as giving Grantee the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with Grantee free from any liability or claim under this Agreement, except as expressly provided in this Agreement.

11. Nature of Payments. Any and all grants or deliveries of Restricted Stock hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death, or other benefits under any retirement, bonus, life insurance, or other employee benefit plan of the Company, or, any agreement between the Company on the one hand, and Grantee on the other hand, except as such plan or agreement shall otherwise expressly provide.

12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors, and assigns subject, however, to the limitations set forth herein with respect to the restrictions on transfer and assignment.

13. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

14. Amendment; Waiver. This Agreement may be amended or modified only by a written instrument executed by both the Company and Grantee except as provided in Section 1 hereof. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Committee or the Board. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

15. Entire Agreement. This Agreement (along with any related Promissory Notes) embodies the entire agreement of the parties hereto with respect to the Restricted Stock and all other matters contained herein. This Agreement supersedes and replaces any and all prior oral or written agreements with respect to the subject matter hereof.

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

OXiGENE, Inc.

By:           /s/ Frederick W. Driscoll
              ---------------------------------------
Name:             Frederick W. Driscoll
              ---------------------------------------
Title:            President & CEO
              ---------------------------------------
Address:          321 Arsenal Street, Watertown, MA
              ---------------------------------------

Grantee

Name:         /s/ David Chaplin
              ---------------------------------------
Address:          David Chaplin
              ---------------------------------------

Stock Certificate No.           Number of Shares              Vesting Date
--------------------------------------------------------------------------------
                                     15,000                 January 2, 2002
                                     15,000                 January 2, 2003
                                     15,000                 January 2, 2004
--------------------------------------------------------------------------------

Exhibit 10.23

OXiGENE Inc.

Compensation Award Stock Agreement for Non-Employee Directors

This Compensation Award Agreement (this "Agreement") is made as of the 2nd day of January 2002 between OXiGENE Inc., a Delaware corporation (the "Company"), and Bjorn Nordenvall ("Grantee").

The Company has adopted a program of stock grant awards for directors that provides for the grant of shares of Company common stock, par value $0.01, as set forth in this Agreement (the "Stock").

In return for past services rendered by Grantee and other good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Company is entering into this Agreement.

NOW THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Grantee hereby agree as follows:

1. Effect of the Agreement. Grantee will abide by, and the Stock granted to Grantee will be subject to, all of the provisions of this Agreement, together with all rules and determinations from time to time issued by the Company's Compensation Committee (the "Committee") and by the Board of Directors of the Company (the "Board"). The Company hereby reserves the right to amend, modify, restate, or supplement this Agreement without the consent of Grantee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Grantee hereunder.

2. Grant of Stock. Subject to the terms and conditions of this Agreement, the Company hereby grants to Grantee, effective January 2, 2002 (the "Grant Date"), 345,053 shares of Stock. Grantee agrees that the Stock shall be subject to all of the terms and conditions set forth in this Agreement, including the payment of withholder taxes and the restrictions on transfer as set forth in Section 3 of this Agreement.

3. Withholder of Taxes. The Company's obligation to deliver Stock to Grantee shall be subject to the satisfaction of all applicable federal, state, and local income and employment tax withholding requirements (the "Withholding Taxes"). In order to satisfy all Withholding Taxes due, Grantee agrees to, at his discretion, either:

(a) make a cash payment to the Company within thirty (30) days after the Grant Date for the full amount (100%) of the Withholding Taxes due; or

(b) pay the Withholding Taxes by the presentation to the Company of an executed Promissory Note, which may be either recourse or non-recourse at Grantee's election, in a form satisfactory to the Company the ("Promissory Note"), which Promissory Note shall have the following conditions incorporated by reference therein:

(i) Amount of the Promissory Note. Grantee shall give to the Company a Promissory Note for the full amount (100%) of the Withholding due, plus interest at the rate of 10% (ten percent) per year, compounded annually;

(ii) Due Date of Promissory Note.

(A) The full amount (100%) of the principal together with accrued interest thereon is due on the three year anniversary date following the effective date of the Grant Date (the "Maturity Date").

(B) Notwithstanding the Maturity Date set forth above, the full amount (100%)
of unpaid principal and accrued interest shall become due within thirty
(30) days upon:

(1) a "Change of Control" of the Company, which shall be deemed to have occurred if:

a. any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the total voting power represented by the Company's then outstanding voting securities;

b. during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

c. the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

d. the stockholders of the Company approve:

i. a plan of complete liquidation or winding up of the Company and such complete liquidation or winding up of the Company is consummated, such consummation date to be determined by the Committee or Board; or

ii. an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets and such sale or disposition of the Company is consummated, such consummation date to be determined by the Committee or Board; or

(2) the termination, for any reason, of Grantee's service with the Company as a Director;

(iii)Pre-Payment of Amount Due. Grantee (or Grantee's personal representative under the laws of decent and distribution) may, at his or her option, repay the principal together with accrued interest at any time prior to any Maturity Date;

(iv) Company to Possess Stock Certificates. Certificates representing Stock equal in fair market value, as determined in the discretion of the Company, to the total amount (100%) of the principal together with accrued interest thereon that shall be due on the Maturity Date, or such other property as the Company shall deem sufficient, shall be presented to the Company at the time the executed Promissory Notes are presented to the Company and shall remain in the possession of the Company as security for the payment of the indebtedness evidenced by the Promissory Note, including both principal and accrued interest. Upon payment of the indebtedness evidenced by the Promissory Note at the Maturity Date, the Company shall instruct its transfer agent to deposit the Stock which has been retained by the Company pursuant to this Section 3(b)(iv) into account designated by Grantee;

(v) Dividend and Voting Rights. Stock retained by the Company pursuant to
Section 3(b)(iv) above shall have all dividend and voting rights except that any stock dividends shall remain in the possession of the Company together with and be treated in the same manner as the certificates for shares retained for security for payment of the principal and accrued interest on the Promissory Note; and

(vi) Non-Transferability. Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, this Agreement or any Stock for which a certificate is in the Company's possession held as security for the payment of the indebtedness evidenced by the Promissory Note pursuant to Section 3(b)(iv) (each, a "Transfer"), except as may be transferred by will or the laws of descent and distribution. References to Grantee, to the extent relevant in the context, shall include references to authorized transferees. Any such transfer by Grantee in violation of this Section 3(b)(iv) shall be void and of no force or effect, and shall result in the immediate forfeiture of all Stock for which a certificate is in the Company's possession held as security for the payment of the indebtedness evidenced by the Promissory Note. If Grantee's Stock is held by the Company pursuant to Section 3(b)(iv) forfeited, then the full amount (100%) of unpaid principal and accrued interest shall become due.

4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when transmitted by facsimile (receipt confirmed), (iii) on the fifth (5th) business day following mailing by registered or certified mail (return receipt requested), or (iv) on the next business day following deposit with an overnight delivery service of national reputation, to the parties at the address or facsimile numbers shown beneath his, her or its respective signature to this Agreement, or at such other address or addresses as such party shall designate to the other in accordance with this Section 4.

5. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of New York without regard to any applicable conflicts of laws.

6. Legends. All certificates representing the Stock shall have endorsed thereon the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER STATE OR U.S. FEDERAL SECURITY LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED OR TRANSFERRED, NOR MAY THESE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

If Grantee elects to borrow money from the Company to pay the Grant Taxes pursuant to Section 3(b) hereof, then all certificates representing the Stock held by the Company pursuant to Section 3(b)(iv) shall additionally have endorsed thereon the following legend:

THESE SHARES ARE SUBJECT TO A STOCK AGREEMENT DATED AS OF JANUARY 2, 2002 BY AND BETWEEN OXIGENE, INC. AND GERALD A. EPPNER INCLUDING RESTRICTIONS ON PLEDGE AND TRANSFER CONTAINED THEREIN.

7. No Right to Employment or Other Status. This Agreement shall not be construed as giving Grantee the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with Grantee free from any liability or claim under this Agreement, except as expressly provided in this Agreement.

8. Nature of Payments. Any and all grants or deliveries of Stock hereunder shall constitute special payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death, or other benefits under any retirement, bonus, life insurance, or other employee benefit plan of the Company, or, any agreement between the Company on the one hand, and Grantee on the other hand, except as such plan or agreement shall otherwise expressly provide.

9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors, and assigns subject, however, to the limitations set forth herein with respect to the restrictions on transfer and assignment.

10. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

11. Amendment; Waiver. This Agreement may be amended or modified only by a written instrument executed by both the Company and Grantee except as provided in Section 1 hereof. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

12. Entire Agreement. This Agreement (along with any related Promissory Note) embodies the entire agreement of the parties hereto with respect to the Stock and all other matters contained herein. This Agreement supersedes and replaces any and all prior oral or written agreements with respect to the subject matter hereof.

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

OXiGENE, Inc.

By:           /s/ Frederick W. Driscoll
              ---------------------------------------
Name:             Frederick W. Driscoll
              ---------------------------------------
Title:            President & CEO
              ---------------------------------------
Address:          321 Arsenal Street, Watertown, MA
              ---------------------------------------
Fax:              617-924-9229
              ---------------------------------------

Grantee

Name:         /s/ Bjorn Nordenvall
              ---------------------------------------
Address:          Bjorn Nordenvall
              ---------------------------------------

Exhibit 10.24
OXiGENE Inc.

Restricted Stock Agreement for Employees

This Restricted Stock Agreement (this "Agreement") is made as of the 2nd day of January 2002, between OXiGENE Inc., a Delaware corporation (the "Company"), Frederick Driscoll ("Grantee").

The Company has adopted a program of restricted stock awards for non-director executives, employees, and consultants that provides for the grant of shares of Company common stock, par value $0.01, subject to restrictions as set forth in this Agreement (the "Restricted Stock").

NOW THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Grantee hereby agree as follows:

1. Effect of the Agreement. Grantee will abide by, and the Restricted Stock granted to Grantee will be subject to, all of the provisions of this Agreement, together with all rules and determinations from time to time issued by the Company's Compensation Committee (the "Committee") and by the Board of Directors of the Company (the "Board"). The Company hereby reserves the right to amend, modify, restate, or supplement this Agreement without the consent of Grantee, so long as such amendment, modification, restatement, or supplement shall not materially reduce the rights and benefits available to Grantee hereunder.

2. Grant of Restricted Stock.

(a) Number of Shares Granted. Subject to the terms and, conditions this Agreement, the Company hereby grants to Grantee, effective' January 2, 2002 (the "Grant Date"), 40,000 shares of Restricted Stock. Grantee agrees that the Restricted Stock shall be subject to all of the terms and conditions set forth in this Agreement, including, but not limited to, the forfeiture conditions set forth in Section 3(b), the restrictions on transfer set forth in Section 3(d), and the payment of withholding taxes as set forth in Section 6 of this Agreement.

(b) Company to Retain Custody of Restricted Stock Until Vesting. The Company shall retain custody of the Restricted Stock until the Restricted Stock has vested in accordance with Section 3 of this Agreement. Upon vesting of the Restricted Stock, the Company shall instruct its transfer agent to deposit that portion of the Restricted Stock which has vested and has, therefore, ceased to be Restricted Stock (the "Common Stock") into an account designated by Grantee, subject to payment of any amounts due to the Company in accordance with Section 6 of this Agreement.

3. Terms of the Restricted Stock.

(a) Vesting Schedule; Service Requirement. One-third (33 and 1/3%) of the Restricted Stock will vest on each of the first three annual anniversary dates from the Grant Date, as set forth hereto on Schedule I (each, a "Vesting Date"), if Grantee has been employed by or provided advisory services to the Company continuously from the Grant Date to the applicable Vesting Date.

(b) Conditions of Forfeiture. If Grantee's employment or service with the Company is terminated for any reason, including, but not limited to, Grantee's voluntary resignation or termination by the Company with or without cause, except as provided in Sections 3(c), all Restricted Stock shall, without further action of any kind by the Company, be forfeited. For purposes of this Agreement, termination from employment shall be deemed to occur on the last day actually worked by Grantee, rather than the last day that Grantee is on the payroll of the Company. The Committee shall in good faith determine whether a leave of absence shall constitute a termination of employment. Restricted Stock that is forfeited shall be immediately transferred to the Company without any payment by the Company to Grantee and the Company shall have the full right upon such forfeiture to cancel any evidence of Grantee's ownership of such forfeited Restricted Stock and take any other action necessary to demonstrate that Grantee no longer owns such forfeited Restricted Stock. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Restricted Stock.

(c) Immediate Vesting of All Restricted Stock. All of Grantee's Restricted Stock. shall immediately vest if:

(i) there is a "Change of Control" of the Company, which shall be deemed to have occurred if:

(A) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the total voting power represented by the Company's then outstanding voting securities;

(B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

(C) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least 80% of the combined voting power immediately after such merger or consolidation; or

(D) the stockholders of the Company approve:

1. a plan of complete liquidation or winding up of the Company and such complete liquidation or winding up of the Company is consummated, such consummation date to be determined by the Committee or Board; or

2. an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets and such sale or disposition of the Company is consummated, such consummation date to be determined by the Committee or Board;

(ii) there is a "Strategic Reorganization" of the Company (as that term shall be defined in the sole good faith determination of the Committee or Board) and Grantee's employment or service is terminated as a result of such Strategic Reorganization; or

(iii) Grantee's engagement with the Company terminates as a result of Grantee's death or disability.

(d) Non-Transferability. Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, this Agreement or any Restricted Stock (each, a "Transfer"), except as may be transferred by will or the laws of descent and distribution. References to Grantee, to the extent relevant in the context, shall include references to authorized transferees. Any such transfer by Grantee in violation of this
Section 3(d) shall be void and of no force or effect, and shall result in the immediate forfeiture of all Restricted Stock.

4. Dividend And Voting Rights. Subject to the restrictions contained in this Agreement, Grantee shall have the rights of a stockholder with respect to the Restricted Stock, including the right to vote all such Restricted Stock, and to receive all dividends, cash or stock, paid or delivered thereon, from and after the Grant Date. In the event of forfeiture of the Restricted Stock, Grantee shall have no further rights with respect to such Restricted Stock. However, the forfeiture of Restricted Stock shall not create any obligation to repay dividends received as to such Restricted Stock, nor shall such forfeiture invalidate any votes given by Grantee with respect to such Restricted Stock prior to forfeiture.

5. Section 83(b) Election. Under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), Grantee will recognize ordinary income equal to the fair market value of the shares of Common Stock received upon the date the Restricted Stock vests. However, Grantee may elect to be taxed at the time the Restricted Stock is granted, rather than when the Restricted Stock vests. To elect this early taxation, Grantee would need to file an election under Section 83(b) of the Code within thirty (30) days after the Grant Date (an "83(b) Election"). In addition, Grantee would have to make a payment to the Company, in accordance with the procedures set forth in Section 6, to cover the withholding taxes on the fair market value of the Restricted Stock on the Grant Date.

GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS OF THE GRANT OF RESTRICTED STOCK TO GRANTEE; AND THAT GRANTEE IS SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.

GRANTEE ACKNOWLEDGES THAT HE OR SHE IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY
SECTION 83(b) ELECTION. IF GRANTEE DETERMINES THAT THE ELECTION IS ADVISABLE, GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY 83(b) ELECTION, EVEN IF GRANTEE REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THE FILING ON GRANTEE'S BEHALF.

6. Withholding Of Taxes. The Company's obligation to deliver Common Stock to Grantee upon the vesting of the Restricted Stock shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the "Withholding Taxes"). In order to satisfy all Withholding Taxes due, Grantee agrees to:

(a) within thirty (30) days after each of the three Vesting Dates, make a cash payment to the Company for the full amount (100%) of the Withholding Taxes due upon the Vesting Date of the respective one-third (33 and 1/3%) portion of the Restricted Stock; and if all of Grantee's remaining Restricted Stock has vested pursuant to Sections 3(c) hereof, within thirty (30) days after such date, Grantee (or Grantee's legal representative in the event of legal incapacity) shall make a cash payment to the Company for the remaining amount of the Withholding Taxes due upon the vesting of all remaining Restricted Stock;

(b) make an 83(b) Election and make a cash payment to the Company within thirty
(30) days after the Grant Date for the full amount (100%) of the Withholding Taxes due; or

(c) make an 83(b) Election and pay the Withholding Taxes by the presentation to the Company of executed promissory notes, which may be either recourse or non-recourse at Grantee's election, in a form, satisfactory to the Company (the "Promissory Notes"), which Promissory Notes shall have the following conditions incorporated by reference therein:

(i) Amount of Promissory Notes. Grantee shall give to the Company a Promissory Notes for the full amount (100%) of the Withholding Taxes due as a result of an 83(b) Election plus interest at the rate of 10% (ten percent) per year, compounded annually;

(ii) Maturity Dates.

(A) One third (33 and 1/3%) of the principal together with accrued interest thereon is due at each of the three Vesting Dates, as set forth hereto on Schedule I (each a "Maturity Date").

(B) Notwithstanding the due date set forth above, the full amount (100%) of unpaid principal and accrued interest shall become due if all of Grantee's Restricted Stock vests pursuant to Section 3(c) hereof or Grantee's Restricted Stock is forfeited pursuant to Section 3(b) or 3(d) of this Agreement and not any time prior to or after such vesting event;

(iii)Company to Possess Stock Certificates. The stock certificates representing the Restricted Stock shall remain in the possession of the Company as security for the payment of the indebtedness evidenced by the Promissory Notes, including both principal and accrued interest;

(iv) Voting Shares. Restricted Stock retained by the Company pursuant to Section 6(c)(iv) above shall have all dividend and voting rights as provided in
Section 4 of this Agreement except that any stock dividends shall remain the possession of the Company together with and be treated in the same manner as the certificate of shares retained for security for payment of the principal and accrued interest on the Promissory Notes; and

(v) Satisfaction of Conditions of Note. The one-third (33 and 1/3%) portion of the Restricted Stock granted on the Grant Date that is to vest on a Vesting Date shall be forfeited in the event that, on such Vesting Date and associated Maturity Date, the conditions of the note have not been fulfilled.

7. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when transmitted by facsimile (receipt confirmed), (iii) on the fifth (5th) business day following mailing by registered or certified mail (return receipt requested), or (iv) on the next business day following deposit with an overnight delivery service of national reputation, to the parties at the address or facsimile numbers shown beneath his, her or its respective signature to this Agreement, or at such other address or addresses as such party shall designate to the other in accordance with this Section 7.

8. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of New York without regard to any applicable conflicts of laws.

9. Legends. All certificates representing the Restricted Stock shall have endorsed thereon the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER STATE OR U.S. FEDERAL SECURITY LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE DISTRIBUTED OR TRANSFERRED, NOR MAY THESE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SHARES ARE SUBJECT TO A RESTRICTED STOCK AGREEMENT DATED AS OF JANUARY 2, 2002 BY AND BETWEEN OXIGENE, INC. AND DAVID CHAPLIN, INCLUDING RESTRICTIONS ON PLEDGE AND TRANSFER CONTAINED THEREIN.

10. No Right to Employment or Other Status. This Agreement shall not be construed as giving Grantee the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with Grantee free from any liability or claim under this Agreement, except as expressly provided in this Agreement.

11. Nature of Payments. Any and all grants or deliveries of Restricted Stock hereunder shall constitute special incentive payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death, or other benefits under any retirement, bonus, life insurance, or other employee benefit plan of the Company, or, any agreement between the Company on the one hand, and Grantee on the other hand, except as such plan or agreement shall otherwise expressly provide.

12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors, and assigns subject, however, to the limitations set forth herein with respect to the restrictions on transfer and assignment.

13. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

14. Amendment; Waiver. This Agreement may be amended or modified only by a written instrument executed by both the Company and Grantee except as provided in Section 1 hereof. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Committee or the Board. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

15. Entire Agreement. This Agreement (along with any related Promissory Notes) embodies the entire agreement of the parties hereto with respect to the Restricted Stock and all other matters contained herein. This Agreement supersedes and replaces any and all prior oral or written agreements with respect to the subject matter hereof.

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

OXiGENE, Inc.

By:           /s/ Frederick W. Driscoll
              ---------------------------------------
Name:             Frederick W. Driscoll
              ---------------------------------------
Title:            President & CEO
              ---------------------------------------
Address:          321 Arsenal Street, Watertown, MA
              ---------------------------------------
Fax:              617-924-9229
              ---------------------------------------

Grantee

Name:         /s/ Frederick W. Driscoll
              ---------------------------------------
Address:          Frederick W. Driscoll
              ---------------------------------------

--------------------------------------------------------------------------------
Stock Certificate No.            Number of Shares             Vesting Date
--------------------------------------------------------------------------------
                                      13,334                January 2, 2003
                                      13,334                January 2, 2004
                                      13,334                January 2, 2005
--------------------------------------------------------------------------------

Exhibit 10.25

OXiGENE Inc.

Form of Compensation Award Stock Agreement for Non-Employee Directors

This Compensation Award Agreement (this "Agreement") is made as of the 2nd day of January 2002 between OXiGENE Inc., a Delaware corporation (the "Company"), and _________("Grantee").

The Company has adopted a program of stock grant awards for directors that provides for the grant of shares of Company common stock, par value $0.01, as set forth in this Agreement (the "Stock").

In return for past services rendered by Grantee and other good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Company is entering into this Agreement.

NOW THEREFORE, in consideration of the mutual benefits hereinafter provided, and each intending to be legally bound, the Company and Grantee hereby agree as follows:

1. Effect of the Agreement. Grantee will abide by, and the Stock granted to Grantee will be subject to, all of the provisions of this Agreement, together with all rules and determinations from time to time issued by the Company's Compensation Committee (the "Committee") and by the Board of Directors of the Company (the "Board"). The Company hereby reserves the right to amend, modify, restate, or supplement this Agreement without the consent of Grantee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Grantee hereunder.

2. Grant of Stock. Subject to the terms and conditions of this Agreement, the Company hereby grants to Grantee, effective January 2, 2002 (the "Grant Date"), 80,000 shares of Stock. Grantee agrees that the Stock shall be subject to all of the terms and conditions set forth in this Agreement.

3. Taxes. The Company hereby offers to loan to Grantee such sum of money to satisfy all applicable federal, state, and local income and employment tax requirements arising as a result of the Stock grant (the "Grant Taxes") by Grantee's presentation to the Company, in a form acceptable to, and in the discretion of, the Company, of information regarding the total amount of Grant Taxes. Subsequently, the Grantee shall present to the Company a Promissory Note, which may be either recourse or non-recourse at Grantee's election, in a form satisfactory to the Company (the "Promissory Note"), which Promissory Note shall have the following conditions incorporated by reference therein:

(a) Amount of the Promissory Note. Grantee shall give to the Company a promissory note for the full amount (100%) of the Grant Taxes due, or such lesser amount as Grantee shall determine, plus interest at the rate of 10% (ten percent) per year, compounded annually;

(b) Due Date of Promissory Note.

(i) The full amount (100%) of the principal together with accrued interest thereon is due on the three year anniversary date following the effective date of the Promissory Note (the "Maturity Date").

(ii) Not withstanding the Maturity Date set forth above, the full amount (100%) of unpaid principal and accrued interest shall become due within thirty
(30) days upon:

(A) a "Change of Control" of the Company, which shall be deemed to have occurred if:

(1) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the total voting power represented by the Company's then outstanding voting securities;

(2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

(3) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) at least 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

(4) the stockholders of the Company approve:

a. a plan of complete liquidation or winding up of the Company and such complete liquidation or winding up of the Company is consummated, such consummation date to be determined by the Committee or Board; or

b. an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets and such sale or disposition of the Company is consummated, such consummation date to be determined by the Committee or Board; or

(B) the termination, for any reason, of Grantee's service with the Company as a Director;

(c) Pre-Payment of Amount Due. Grantee (or Grantee's personal representative under the laws of decent and distribution) may, at his or her option, repay the principal together with accrued interest at any time prior to any Maturity Date;

(d) Company to Possess Stock Certificates. Certificates representing Stock equal in fair market value, as determined in the discretion of the Company, to the total amount (100%) of the principal together with accrued interest thereon that shall be due on the Maturity Date, or such other property as the Company shall deem sufficient, shall be presented to the Company at the time the executed Promissory Notes are presented to the Company and shall remain in the possession of the Company as security for the payment of the indebtedness evidenced by the Promissory Note, including both principal and accrued interest. Upon payment of the indebtedness evidenced by the Promissory Note at the Maturity Date, the Company shall instruct its transfer agent to deposit the Stock which has been retained by the Company pursuant to this Section 3(d) into account designated by Grantee;

(e) Dividend and Voting Rights. Stock retained by the Company pursuant to
Section 3(d) above shall have all dividend and voting rights except that any stock dividends shall remain in the possession of the Company together with and be treated in the same manner as the certificates for shares retained for security for payment of the principal and accrued interest on the Promissory Note; and

(f) Non-Transferability. Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, this Agreement or any Stock for which a certificate is in the Company's possession held as security for the payment of the indebtedness evidenced by the Promissory Note pursuant to Section 3(d) (each, a "Transfer"), except as may be transferred by will or the laws of descent and distribution. References to Grantee, to the extent relevant in the context, shall include references to authorized transferees. Any such transfer by Grantee in violation of this Section 3(f) shall be void and of no force or effect, and shall result in the immediate forfeiture of all Stock for which a certificate is in the Company's possession held as security for the payment of the indebtedness evidenced by the Promissory Note pursuant to Section 3(d). If Grantee's Stock is held by the Company pursuant to Section 3(d) forfeited, then the full amount (100%) of unpaid principal and accrued interest shall become due.

4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally, (ii) when transmitted by facsimile (receipt confirmed), (iii) on the fifth (5th) business day following mailing by registered or certified mail (return receipt requested), or (iv) on the next business day following deposit with an overnight delivery service of national reputation, to the parties at the address or facsimile numbers shown beneath his, her or its respective signature to this Agreement, or at such other address or addresses as such party shall designate to the other in accordance with this Section 4.

5. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of New York without regard to any applicable conflicts of laws.

6. Legends. All certificates representing the Stock shall have endorsed thereon the following legends:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER STATE OR U.S. FEDERAL SECURITY LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED OR TRANSFERRED, NOR MAY THESE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE COMPANY IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

If Grantee elects to borrow money from the Company to pay the Grant Taxes pursuant to Section 3 hereof, then all certificates representing the Stock held by the Company pursuant to Section 3(d) shall additionally have endorsed thereon the following legend:

THESE SHARES ARE SUBJECT TO A STOCK AGREEMENT DATED AS OF JANUARY 2, 2002 BY AND BETWEEN OXIGENE, INC. AND GERALD A. EPPNER INCLUDING RESTRICTIONS ON PLEDGE AND TRANSFER CONTAINED THEREIN.

7. No Right to Employment or Other Status. This Agreement shall not be construed as giving Grantee the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with Grantee free from any liability or claim under this Agreement, except as expressly provided in this Agreement.

8. Nature of Payments. Any and all grants or deliveries of Stock hereunder shall constitute special payments to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death, or other benefits under any retirement, bonus, life insurance, or other employee benefit plan of the Company, or, any agreement between the Company on the one hand, and Grantee on the other hand, except as such plan or agreement shall otherwise expressly provide.

9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors, and assigns subject, however, to the limitations set forth herein with respect to the restrictions on transfer and assignment.

10. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

11. Amendment; Waiver. This Agreement may be amended or modified only by a written instrument executed by both the Company and Grantee except as provided in Section 1 hereof. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board. A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

12. Entire Agreement. This Agreement (along with any related Promissory Note) embodies the entire agreement of the parties hereto with respect to the Stock and all other matters contained herein. This Agreement supersedes and replaces any and all prior oral or written agreements with respect to the subject matter hereof.

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

OXiGENE, Inc.

Grantee

Exhibit 10.26

PROMISSORY NOTE

$ 428,760.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, Bjorn Nordenvall (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2005 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Four Hundred Twenty Eight Thousand and Seven Hundred and Sixty Dollars ($428,760.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention: Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 345,053 shares of common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ Bjorn Nordenvall
--------------------
    Bjorn Nordenvall

Exhibit 10.27

PROMISSORY NOTE

$ 18,043.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, David Chaplin (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2003 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Eighteen-Thousand and Forty Three Dollars ($18,043.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention:
Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 45,000 shares of common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ David Chaplin
------------------
    David Chaplin

PROMISSORY NOTE

$ 18,043.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, David Chaplin (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2004 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Eighteen-Thousand and Forty Three Dollars ($18,043.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention:
Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 45,000 shares of common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ David Chaplin
-----------------
    David Chaplin

PROMISSORY NOTE

$ 18,043.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, David Chaplin (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2005 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Eighteen-Thousand and Forty Three Dollars ($18,043.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention:
Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 45,000 shares of common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ David Chaplin
-----------------
    David Chaplin

Exhibit 10.28

PROMISSORY NOTE

$ 16,568.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, Frederick Driscoll (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2003 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Sixteen-Thousand and Five Hundred and Sixty Eight Dollars ($ 16,568.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention: Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 40,000 shares of restricted common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ Frederick W. Driscoll
-------------------------
    Frederick W. Driscoll

PROMISSORY NOTE

$ 16,568.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, Frederick Driscoll (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2004 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Sixteen-Thousand and Five Hundred and Sixty Eight Dollars ($ 16,568.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention: Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 40,000 shares of restricted common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ Frederick W. Driscoll
-------------------------
    Frederick W. Driscoll

PROMISSORY NOTE

$ 16,568.00 Watertown, Massachusetts January 2, 2002

FOR VALUE RECEIVED the undersigned, Frederick Driscoll (the "Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware corporation ("OXiGENE") on January 2, 2005 (the "Maturity Date") or such earlier date as set forth in the Agreement (defined below), the principal sum of Sixteen-Thousand and Five Hundred and Sixty Eight Dollars ($ 16,568.00) with interest thereon from the date hereof until paid at the rate of ten percent (10%) per annum, both principal and interest being negotiable and payable, without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472, Attention: Frederick Driscoll, or at such other place as the holder may designate in writing.

This Promissory Note is secured by OXiGENE stock certificate no. OX 3049 representing 40,000 shares of restricted common stock of, par value $0.01 per share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a restricted stock agreement of even date herewith (the "Agreement"), the terms of which are incorporated herein by reference.

To the fullest extent permitted by law, Borrower (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of any exemption as to the debt evidenced by this Purchase Note; (iii) waives any right which the Borrower may have to require the holder to proceed against any other person or assets; (iv) agrees that, without notice, and without affecting the Borrower's liability, the holder may, at any time or times, grant extensions of time for payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Watertown, Massachusetts, and, in this regard, the Borrower waives forum nonconveniens or any assertion that such jurisdiction is improper; and (vi) agrees to pay all collection expenses including reasonable attorney's fees and court costs incurred in the collection of this Purchase Note or any part hereof.

Notwithstanding anything contained in this Promissory Note or the Agreement to the contrary, the Borrower shall have no personal liability for the payment of any sums due under this Promissory Note or the Agreement, it being the intention of the parties that OXiGENE or any subsequent holder hereof shall look solely to the Pledged Collateral for the payment of such sums; provided however that the foregoing exculpation from personal liability shall not (i) impair the validity of security interests granted in the Agreement or (ii) preclude an action for specific performance or injunctive relief or prohibit OXiGENE or the holder hereof from naming the Borrower in any action to enforce remedies hereunder or under the Agreement (other than an action seeking a personal money judgment).

/s/ Frederick W. Driscoll
-------------------------
    Frederick W. Driscoll

Exhibit 10.29

AMENDMENT AND CONFIRMATION OF
LICENSE AGREEMENT NO. 206-01.LIC

This Amendment and Confirmation of License Agreement No. 206-01.LIC, ("Amendment") is effective as of this 10th day of June, 2002 (the "Effective Date") between the Arizona Board of Regents, a body corporate of the State of Arizona, acting on behalf of and for Arizona State University, of Tempe, Arizona ("ASU"), and OXiGENE Europe AB, a corporation organized under the laws of Sweden having its principal place of business located at Blasieholmsgatan 2c, S-11148 Stockholm, Sweden, a subsidiary of OXiGENE, Inc., a Delaware corporation having its principal place of business at 321 Arsenal Street, Watertown, Massachusetts 02714 ("OXiGENE").

License Agreement No. 206-01.LIC ("License Agreement") between the ASU and OXiGENE, dated as of August 2, 1999, is hereby amended as follows:

1. Paragraph 1.5 is replaced in its entirety with the language set forth below:

"ASU's PATENT RIGHTS IV" or "ASU PATENT RIGHTS IV" shall mean (i) patent rights to any and all Phosphate Pro-Drugs of each and all of those compounds claimed in or covered by ASU PATENT RIGHTS III, including combretastatins A-1, A-2 and A-3; combretastatins B-1, B-2, B-3, and B-4; and combretastatins D-1 and D-2; and (ii) all additions, renewals, divisions, substitutions, continuations, continuation-in-part applications arising from ASU PATENT RIGHTS I, ASU PATENT RIGHTS II, ASU PATENT RIGHTS III, or ASU PATENT RIGHTS IV (i), any patents issuing on said applications or continuing applications including reissues, and any corresponding extensions or foreign applications or patents, as well as any other patent applications or patents describing the subject matter set forth above. For the purposes of this agreement, this definition shall include only patent rights deriving from research conducted using funding from either LICENSEE or ASU internal funds, philanthropic funds or funds from the United States Government. Inventions which are made exclusively under funding from third party for-profit entities or Arizona State Agencies are excluded. Also excluded are inventions that are made under funding from third party for-profit entities or Arizona State Agencies in combination with funding sources other than the United States Government.

2. The following paragraphs shall be added to the "Definitions" section of the License Agreement:

1.20 "Phosphate Pro-Drug" or "Pro-Drug" shall mean a compound where one or more phosphate groups are attached (by one or more bonds) to one or more phenol groups of a COMBRETASTATIN compound, and such phosphate group(s) can be cleaved by a phosphatase enzyme.

1.21 "Clinical Development" shall mean any point from submission of an IND to the US FDA until such IND is withdrawn.

1.22 "Phase II Clinical Trial" shall mean a human clinical trial in any country that is intended to initially evaluate the effectiveness of a drug for a particular indication or indications in patients with the disease or indication under study, or that would otherwise satisfy requirements of 21 CFR 312.21(b), or its foreign equivalent. For the purposes of this Amendment, only Phase II Clinical Trials of combretastatin pro-drugs may be used to trigger payments pursuant to paragraph 4.3A.2 below.

1.23 "Phase III Clinical Trial" shall mean a pivotal human clinical trial in any country the results of which could be used to establish safety and efficacy of a drug as a basis for a marketing approval application submitted to the FDA, or that would otherwise satisfy requirements of 21 CFR 312.21(c), or its foreign equivalent. For purposes hereof, Phase III Clinical Trial shall also include Phase II/III and "fast track" Phase II trials designed to provide the safety and efficacy data described above. For the purposes of this Amendment, only Phase III Clinical Trials or Phase II/III and "fast track" Phase II trials of combretastatin pro-drugs may be used to trigger payments pursuant to paragraph 4.3A.3 below.

1.24 "CA-1P" shall mean the Combretastatin A-1 Phosphate Pro-Drug described or claimed in ASU PCT patent application No. WO 01/81355, attached hereto as Exhibit A, the various structures of which are depicted on Exhibit "B" attached hereto.

3. The title of Paragraph 4.3 is amended as follows:

"and ASU's PATENT RIGHTS IV" is deleted. The new title of Paragraph 4.3 shall be "For ASU's PATENT RIGHTS III:"

4. The following paragraph and subparagraphs thereof are added as Paragraph 4.3A:

4.3A FOR ASU's PATENT RIGHTS IV:

4.3A.1 $100,000 shall be payable within ten (10) days of the Effective Date of this Amendment. In the event LICENSEE'S payment obligations for ASU's PATENT RIGHTS IV are accelerated pursuant to Section 4.3A.5 below, such $100,000 payment shall be credited against the total payments due for CA-1P under Section 4.3A.5(b) below.

4.3A.2 For each Phosphate Pro-Drug licensed under ASU PATENT RIGHTS IV(i) that reaches a Phase II Clinical Trial, $100,000 shall be payable within ten (10) days after the start of the first such Phase II Clinical Trial.

4.3A.3 For each Phosphate Pro-Drug licensed under ASU PATENT RIGHTS IV(i) that reaches a Phase III Clinical Trial, $400,000 shall be payable within (10) days after the start of the first such Phase III Clinical Trial.

4.3A.4 For each Phosphate Pro-Drug licensed under ASU PATENT RIGHTS IV(i) for which a New Drug Application is filed in the United States (or for which a foreign equivalent is filed elsewhere, if that occurs first), $400,000 shall be payable within ten (10) days after the filing of the first such New Drug Application or foreign equivalent, with the exception of the filing of the first New Drug Application (or foreign equivalent if that occurs first) relating to CA1-P, for which the payment due within ten (10) days after the filing of the first such application shall be $300,000.

4.3A.5 If LICENSEE has accumulated assets in the form of cash or cash equivalents of $35,000,000 or more (as determined in accordance with Paragraph 4.3A.5(g)), the payment schedule above (the "Standard Schedule") shall be accelerated as follows for each Phosphate Pro-Drug licensed under ASU PATENT RIGHTS IV(i) that is then in Clinical Development:

4.3A.5(a) Upon such achievement, $200,000 shall be payable to ASU from
LICENSEE.

4.3A.5(b) After the payment set forth in Paragraph 4.3A.5(a) shall become due, $100,000 shall be payable to ASU from LICENSEE at six month intervals thereafter until such time as the total payments made pursuant to Paragraph 4.3A with respect to each such Pro-Drug then in Clinical Development shall equal $900,000. The parties agree that in no event shall LICENSEE be obligated to pay more than a total of $900,000 with respect to any Pro-Drug pursuant to paragraph 4.3A or any sub-paragraph thereof.

4.3A.5(c) LICENSEE shall receive credits towards the $900,000 in payments set forth in Paragraphs 4.3A.5(a) and 4.3A.5(b) for any amounts previously paid for the relevant Phosphate Pro-Drug pursuant to Paragraphs 4.3A.1 through 4.3A.4. Such credit shall first be given against any payment due pursuant to Paragraph 4.3A.5(a) and, if the credit exceeds $200,000, against any payment due pursuant to Paragraph 4.3A.5(b).

4.3A.5(d) If, upon LICENSEE achievement of an accumulation of $35,000,000 in cash or cash equivalent assets, LICENSEE has already paid $900,000 to ASU with respect to any Phosphate Pro-Drug then in Clinical Development, no payment with respect to such Pro-Drug shall be due pursuant to Paragraphs 4.3A.5(a) or 4.3A.5(b).

4.3A.5(e) Should LICENSEE'S obligation to make payments to ASU pursuant to Paragraph 4.3A.5 be triggered by LICENSEE's accumulation of $35,000,000 in cash or cash equivalent assets, that obligation shall be suspended if and for so long as LICENSEE's accumulation of cash or cash equivalent assets falls below $35,000,000, in each case as determined in accordance with Paragraph 4.3A.5(g). If LICENSEE's payment obligations pursuant to 4.3A.5 are suspended in accordance with this paragraph 4.3A.5(e), LICENSEE's payment obligations shall revert to the Standard Schedule and all payments made by LICENSEE under paragraph 4.3A.5 shall be credited against the payments to be made under the Standard Schedule.

4.3A.5(f) Nothing in Paragraph 4.3A.5 or any sub-paragraph thereof is intended to give, and does not give, ASU any right to be informed about, participate in or otherwise have any rights with regard to the operation and/or control of LICENSEE, including its management and/or financial decisions, except as may otherwise set forth in the License Agreement.

4.3A.5(g) The determination as to whether LICENSEE has achieved an accumulation of $35,000,000 or more in cash or cash equivalent assets shall be based upon the data set forth in LICENSEE's quarterly SEC filings and the audited financial statements contained therein.

4.3A.5(h) Nothing in this Paragraph 4.3 gives ASU the right to audit LICENSEE's financial records or to demand that such an audit be performed by LICENSEE in any manner other than as provided in Paragraph 9.5.

5. Paragraph 7.2.2 shall be omitted in its entirety and noted in the License Agreement as follows:

7.2.2 Deleted

6. All other provisions of the License Agreement shall remain in full force and effect as previously written.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers or representatives on the dates shown below.

OXIGENE, INC.

By:  /s/ Frederick W. Driscoll
    ----------------------------
    Name: Frederick W. Driscoll
    Title:President and CEO


Date:_____________________________________

ARIZONA BOARD OF REGENTS

By:  /s/ Alan Poskanzer
    -------------------
    Name: Alan Poskanzer
    Title:

Date: ______________________________________