Whereas The Parties Entered Into An Executive Employment Agreement - OXIGENE INC - 8-14-2002

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Whereas The Parties  Entered  Into An Executive  Employment  Agreement - OXIGENE INC - 8-14-2002 Powered By Docstoc
					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 OXiGENE Inc. /s/ Frederick Driscoll ---------------------President and CEO /s/ Bjorn Nordenvall -------------------The Executive

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.

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 OXiGENE, Inc. The Executive

/s/ Frederick Driscoll ---------------------Frederick Driscoll

/s/ Bjorn Nordenvall -------------------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 ---------------------------------Bo Haglund Title: Chief Financial Officer

/s/ Bjorn Nordenvall ----------------------------Bjorn Nordenvall, Ph.D., M.D.

Exhibit 10.19

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 ---------------------------------Bo Haglund Title: Chief Financial Officer

/s/ Bjorn Nordenvall ----------------------------Bjorn Nordenvall, Ph.D., M.D.

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. 5562453778, 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. 5565036638. Box 55610, 102 14 Stockholm, Sweden (hereinafter referred to as "the Company"). (1) and (2) hereinafter collectively referred to as "the Parties".

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. 5562453778, 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. 5565036638. 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 OXiGENE Europe AB Accepted and approved: OXiGENE Inc. The Consultant B Omentum Consulting AB

ADDENDUM TO THE CONSULTING AGREEMENT OF OCTOBER 9, 1995 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 OXiGENE, EUROPE AB The Consultant B. OMENTUM CONSULTING AB

/s/ Frederick Driscoll ------------------------------------

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

ADDENDUM TO THE CONSULTING AGREEMENT OF OCTOBER 9, 1995 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 OXiGENE, EUROPE AB The Consultant 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.

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 -----------------------------------Bo Haglund

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

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 -------------------Bjorn Nordenvall

/s/ Bo Haglund -------------Bo Haglund

AMENDMENT TO CONSULTING AGREEMENT 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

AMENDMENT TO CONSULTING AGREEMENT 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 /s/ Bjorn Nordenvall -------------------Bjorn Nordenvall OXiGENE EUROPE AB /s/ Claus Moller ---------------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,

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 OXiGENE, Inc.

The Executive

/s/ Frederick Driscoll ---------------------Frederick Driscoll

/s/ Bjorn Nordenvall -------------------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 -------------Bo Haglund Title: Chief Financial Officer

/s/ Bjorn Nordenvall -------------------Bjorn Nordenvall, Ph.D., M.D.

Exhibit 10.22

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 -------------Bo Haglund Title: Chief Financial Officer

/s/ Bjorn Nordenvall -------------------Bjorn Nordenvall, Ph.D., M.D.

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").

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.

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

Fax: 617-924-9229 Grantee
Name: Address: /s/ David Chaplin --------------------------------------David Chaplin ---------------------------------------

Fax:

SCHEDULE I Vesting Schedule of Restricted Stock
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

SCHEDULE I Vesting Schedule of Restricted Stock
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.

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: Name: Title: Address: Fax:

/s/ Frederick W. Driscoll --------------------------------------Frederick W. Driscoll --------------------------------------President & CEO --------------------------------------321 Arsenal Street, Watertown, MA --------------------------------------617-924-9229 ---------------------------------------

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

Fax:

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.

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: Name: Title: Address: Fax:

/s/ Frederick W. Driscoll --------------------------------------Frederick W. Driscoll --------------------------------------President & CEO --------------------------------------321 Arsenal Street, Watertown, MA --------------------------------------617-924-9229 ---------------------------------------

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

Fax:

SCHEDULE I Vesting Schedule of Restricted Stock
-------------------------------------------------------------------------------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.

SCHEDULE I Vesting Schedule of Restricted Stock
-------------------------------------------------------------------------------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

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

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. By: Name:

Title: Address: Fax: Grantee Name: Address: Fax:

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

Address:

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

Address:

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.,

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

Address:

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.

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

Address:

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

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

Address:

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.

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

Address:

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.

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

Address:

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

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

Address:

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").

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.

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: ______________________________________

Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of OXiGENE , Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 14, 2002 /s/ Frederick W. Driscoll

Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of OXiGENE , Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 14, 2002 /s/ Frederick W. Driscoll ----------------------------------Frederick W. Driscoll President and Chief Executive Officer

Dated:

August 14, 2002

/s/ Rick St. Germain ----------------------------------Rick St. Germain Controller and Chief Accounting Officer

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as a separate disclosure document.