SecProbe.io

CORRESP
 1
 filename1.htm

 December
22, 2025

 VIA
EDGAR

 Securities
and Exchange Commission,

 100
F Street N.E.

 Washington,
DC 20549

 Attn:
Doris Gana

 Re:
 Oncotelic Therapeutics,
 Inc.

 Registration Statement
 on Form S-1

 File No. 333-291724

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Oncotelic Therapeutics, Inc, a Delaware corporation hereby respectfully requests
that the effectiveness of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m. Eastern Time on Tuesday,
December 23, 2025, or as soon thereafter as practicable.

 Sincerely,

 Oncotelic Therapeutics,
 Inc.

 By
 /s/
 Vuong Trieu

 Vuong Trieu

 Chief Executive Officer

CORRESP
1
filename1.htm

May
28, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:
Dillon Hagius

    RE:
    Oncotelic
    Therapeutics, Inc. (CIK: 0000908259)

    Registration
    Statement No. 333-256448 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Oncotelic Therapeutics, Inc. hereby requests the acceleration of the effective date of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, June 2, 2021, or as soon thereafter
as practicable.

    Oncotelic Therapeutics, Inc.

    By:

    /s/
    Vuong Trieu

    Name:
    Vuong
    Trieu

    Title:
    Chief
Executive Officer

United States securities and exchange commission logo
May 27, 2021
Vuong Trieu, Ph.D.
Chief Executive Officer
Oncotelic Therapeutics, Inc.
29397 Agoura Road, Suite 107
Agoura Hills, CA 91301
Re:Oncotelic Therapeutics, Inc.
Registration Statement on Form S-1
Filed May 24, 2021
File No. 333-256448
Dear Dr. Trieu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jay K. Yamamoto

United States securities and exchange commission logo
June 26, 2020
Vuong Trieu, Ph.D.
Chief Executive Officer
Mateon Therapeutics, Inc.
29397 Agoura Road, Suite 107
Agoura Hills, CA 91301
Re:Mateon Therapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 18, 2019, as amended
File No. 000-21990
Dear Dr. Trieu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel W. Rumsey

CORRESP
1
filename1.htm

May
19, 2020

VIA
EDGAR

Ms.
Irene Paik and Mr. Joe Cann

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mateon
        Therapeutics, Inc.

        Amendment
        No. 2 to Preliminary Proxy Statement on Schedule 14A Filed April 17, 2020

        File
        No. 000-21990

Ladies
and Gentlemen:

This
letter is submitted on behalf of Mateon Therapeutics, Inc. (the “Company”) in response to comments of the staff
of the Office of Life Sciences (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Amendment No. 2 to the Company’s Preliminary Consent Solicitation Statement on Schedule 14A (the “Preliminary
Consent Statement”) filed April 17, 2020 as set forth in your letter dated May 3, 2020 (the “Comment
Letter”), addressed to Vuong Trieu, Ph.D., Chief Executive Officer of the Company. The Company is filing its further
Revised Preliminary Consent Solicitation Statement on Schedule 14A (the “Revised Preliminary Consent Statement”)
contemporaneously with the submission of this letter to address the comments raised by the Staff in the Comment Letter, as more
particularly set forth below.

For
reference purposes, the Staff’s numbered comments have been reproduced in bold herein, with responses immediately following
such comment. The responses provided herein are based upon information provided to Disclosure Law Group, a Professional Corporation,
by the Company.

Amendment
No. 2 to Preliminary Proxy Statement on Schedule 14A filed April 17, 2020

Background
of the Corporate Actions

    1.
    We
    note that in your response dated November 18, 2019 to our prior comment 6, you stated that you intend to file a further amendment
    with financial statements for Oncotelic, Inc. and PointR Data once available. Please revise the proxy statement to provide
    the disclosures required by Item 13(a) of Schedule 14A, including financial statements for Oncotelic, Inc. and PointR Data
    pursuant to rules 8-04 and 8-05 of Regulation S-X. For additional guidance, refer to Note A of Schedule 14A.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has included additional disclosure
regarding the financial statements of Oncotelic, Inc. and PointR Data under the caption “Reasons for the Capital Increase”
under Corporate Action No. 3. In this regard, the Company has filed the financial statements required by Item 13(a) of Schedule
14A, including pro-forma financial statements, in Current Reports on Form 8-K filed with the Commission on April 25, 2019, as
amended on July 8, 2019 (the “Oncotelic 8-K”), and on November 12, 2019, as amended on January 17, 2020 (the
“PointR 8-K”). The Oncotelic 8-K and the PointR 8-K are incorporated by reference into the Revised Preliminary
Consent Statement as permitted by Item 13(b) of Schedule 14A and will be provided to stockholders together with the definitive
Consent Solicitation Statement. Additional disclosure has been added under the section titled “Incorporation by Reference”
in the Revised Preliminary Consent Statement to advise stockholders regarding the documents incorporated by reference to satisfy
the disclosure requirements of Schedule 14A.

Corporate
Action No. 4: Approval to Increase the Number of Shares of Authorized Common Stock Effects of the Capital Increase

    2.
    We
    note your revisions in response to our prior comment 1 from our letter dated November 22, 2019. Please revise the capitalization
    table to clarify that the column labelled “Issued and Outstanding Prior to Corporate Action No. 4” does not reflect
    the number of shares of Common Stock issued and outstanding prior to Corporate Action No. 4, given that the 278,187 shares
    of Series A Convertible Preferred Stock are not convertible into 278,187 shares of Common Stock. In addition, we note your
    statement that in the event stockholders approve the Capital Increase and the Reverse Split, 36,209,113 shares of Common Stock
    will be authorized for issuance. Please provide us support for this total or revise, as appropriate.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has modified the capitalization
table within Corporate Action No. 3 to remove the total line from the column titled Issued and Outstanding Prior to Corporate
Action No. 3, as each of the line items are not equivalent shares of Common Stock.

In
addition, we have revised the language relating to the 36,209,113 shares of Common Stock that will be authorized for issuance
to clarify that, as a result of the issuances of Common Stock as contemplated by the schedule, in the event stockholders approve
the Capital Increase, approximately 362,091,135 shares of Common Stock will be authorized for issuance, which will consist of
84,069,967 shares of Common Stock and 278,187,827 shares of Common Stock issuable upon automatic conversion of the Series A Convertible
Preferred Stock, and that the 362,091,135 shares may be issued in connection with future financings or strategic acquisitions
or licensing transactions like the Oncotelic Merger and the PointR Merger.

The
Company has removed all language relating to a Reverse Split, as the Company is longer will be pursuing such corporate action
at this time.

General

    3.
     Please
    revise your proxy statement to include the information required by Items 6(d) and 8(b) of Schedule 14A.

 Response

The
Company respectfully acknowledges the Staff’s comment, and advises the Staff that the Company has added the applicable disclosure
in the Revised Proxy Statement to include the information required by Items 6(d) and 8(b),
within the sections titled Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
and Executive Compensation.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate the Company’s counsel, Daniel W. Rumsey, at (619) 272-7062.

    Very
    truly yours,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey

    Managing
    Partner

    Disclosure
    Law Group, a Professional Corporation

    cc:
    Vuong
    Trieu, Chief Executive Officer

    Amit
    Shah, Chief Financial Officer

    Mateon
    Therapeutics, Inc.

United States securities and exchange commission logo
May 3, 2020
Vuong Trieu, Ph.D.
Chief Executive Officer
Mateon Therapeutics, Inc.
23937 Agoura Road, Suite 107
Agoura Hills, CA 91301
Re:Mateon Therapeutics, Inc.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2020
File No. 000-21990
Dear Dr. Trieu:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A filed April 17, 2020
Background of the Corporate Actions
1.We note that in your response dated November 18, 2019 to our prior comment 6, you
stated that you intend to file a further amendment with financial statements for Oncotelic,
Inc. and PointR Data once available.  Please revise the proxy statement to provide the
disclosures required by Item 13(a) of Schedule 14A, including financial statements for
Oncotelic, Inc. and PointR Data pursuant to rules 8-04 and 8-05 of Regulation S-X.  For
additional guidance, refer to Note A of Schedule 14A.

 FirstName LastNameVuong Trieu, Ph.D.
 Comapany NameMateon Therapeutics, Inc.
 May 3, 2020 Page 2
 FirstName LastName
Vuong Trieu, Ph.D.
Mateon Therapeutics, Inc.
May 3, 2020
Page 2
Corporate Action No. 4: Approval to Increase the Number of Shares of Authorized Common
Stock
Effects of the Capital Increase
2.We note your revisions in response to our prior comment 1 from our letter dated
November 22, 2019.  Please revise the capitalization table to clarify that the column
labelled "Issued and Outstanding Prior to Corporate Action No. 4" does not reflect the
number of shares of Common Stock issued and outstanding prior to Corporate Action No.
4, given that the 278,187 shares of Series A Convertible Preferred Stock are not
convertible into 278,187 shares of Common Stock.  In addition, we note your statement
that in the event stockholders approve the Capital Increase and the Reverse Split,
36,209,113 shares of Common Stock will be authorized for issuance. Please provide us
support for this total or revise, as appropriate.
General
3.Please revise your proxy statement to include the information required by Items 6(d) and
8(b) of Schedule 14A.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Irene Paik at (202) 551-6553 or Joe McCann at (202) 551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James A. Mercer III, Esq.

CORRESP
1
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April
13, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attention:
Irene Paik and Joseph McCann

    Re:
    Mateon
        Therapeutics, Inc.

        Amendment
        No. 1 to Preliminary Proxy Statement on Schedule 14A

        Filed
        November 18, 2019

        File
        No. 001-21990

Dear
Ms. Paik and Mr. McCann:

On
behalf of Mateon Therapeutics, Inc. (the “Company”), please find below the response to the comment issued by
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the Staff’s letter dated November 22, 2019 (the “Comment Letter”),
concerning the Company’s Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed with the Commission on November
18, 2019 (the “Amendment No. 1 to Preliminary Proxy Statement”). In addition, the Company is filing herewith
a revised Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A (the “Amendment No. 2 to Preliminary Proxy Statement”)
to reflect amendments to the Preliminary Proxy Statement that address the Staff’s comment contained in the Comment Letter,
as well as to supplement certain disclosures in the Preliminary Proxy Statement.

For
your convenience, the Company has included the text of the Staff’s comment preceding the its response. Set forth below is
the Company’s response to the comment presented in the Comment Letter:

Amendment
No. 1 to Preliminary Proxy Statement on Schedule 14A

Proposal
No. 4, page 13

 1. We
                                         note your revisions in response to our prior comment 7. To the extent the Financing Transaction
                                         condition contained in the PointR Data merger agreement is still applicable, please disclose
                                         this condition where appropriate in your proxy statement. With reference to Item 11(c)
                                         and (d) of Schedule 14A, please also expand your disclosure concerning Corporate Action
                                         No. 4 to discuss the effects of the recapitalization and potential issuances of newly
                                         authorized common stock. In this regard, please quantify the number common shares presently
                                         outstanding as compared to the number of common shares outstanding following the proposed
                                         recapitalization.

Response

In
response to the Staff’s comment, we have expanded our disclosure regarding the PointR Data merger agreement in the section
captioned “Merger with PointR Data, Inc.” to include, among other things, the waiver of the Financing Transaction
condition as a condition to the mergers. We have also revised our disclosure in the section captioned “Effects of the Capital
Increase” regarding Corporate Action No. 4 to discuss the effects of the recapitalization and potential issuances of newly
authorized common stock, including quantification of the number of shares currently outstanding as compared the potential number
of shares outstanding following the proposed recapitalization.

The
Company has confirmed that it is responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments,
action or absence of action by the Staff.

    Respectfully
submitted,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey, Esq.

    Disclosure
    Law Group

    cc:
    Vuong Trieu, Ph.D.,

    Chief
Executive Officer of the Company

November 22, 2019
Vuong Trieu, Ph.D.
Chief Executive Officer
Mateon Therapeutics, Inc.
23937 Agoura Road, Suite 107
Agoura Hills, CA 91301
Re:Mateon Therapeutics, Inc.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed November 18, 2019
File No. 000-21990
Dear Dr. Trieu:
            We have reviewed your filing and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed November 18, 2019
Corporate Action No. 4: Approval of Recapitalization, page 13
1.We note your revisions in response to our prior comment 7. To the extent the Financing
Transaction condition contained in the PointR Data merger agreement is still applicable,
please disclose this condition where appropriate in your proxy statement.  With reference
to Item 11(c) and (d) of Schedule 14A, please also expand your disclosure concerning
Corporate Action No. 4 to discuss the effects of the recapitalization and potential
issuances of newly authorized common stock.  In this regard, please quantify the number
common shares presently outstanding as compared to the number of common
shares outstanding following the proposed recapitalization.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameVuong Trieu, Ph.D.
 Comapany NameMateon Therapeutics, Inc.
 November 22, 2019 Page 2
 FirstName LastName
Vuong Trieu, Ph.D.
Mateon Therapeutics, Inc.
November 22, 2019
Page 2
            You may contact Irene Paik at (202) 551-6553 or Joseph McCann at (202) 551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James A. Mercer III, Esq.

CORRESP
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    +1.858.720.7469 direct

    jmercer@sheppardmullin.com

November
18, 2019

VIA
EDGAR AND ELECTRONIC MAIL

Division
of Corporation Finance

Office
of Information Technologies and Services

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mateon
    Therapeutics, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    October 18, 2019

    File
    No. 000-21990

Ladies
and Gentlemen:

We
are writing on behalf of Mateon Therapeutics, Inc. (the “Company”) in response to the letter from the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated October 31, 2019 (the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement
on Schedule 14A.

Set
forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff,
each comment in the Comment Letter is reprinted in bold and is followed by the corresponding response of the Company. Capitalized
terms used but not otherwise defined herein, have the meanings set forth in the Preliminary Proxy Statement on Schedule 14A.

Preliminary
Proxy Statement on Schedule 14A filed October 18, 2019

Background
of the Corporate Actions, page 4

1.
Please revise the Background section to explain the terms of your April 2019 merger with Oncotelic, Inc. and your August 2019
merger agreement with PointR Data, Inc. Discuss the relationship these mergers have to Corporate Action No. 3 and No. 4, particularly
as it relates to your capitalization. In this regard, we note that your merger agreement with Oncotelic contains a covenant requiring
you to submit the actions embodied in Corporate Action No. 3 and No. 4 to shareholders and that approval of either of these proposals
would or could result in the automatic conversion of the preferred stock merger consideration into Oncotelic common stock. With
respect to the PointR Data merger agreement, please disclose, if true, that you do not presently have sufficient common stock
available for issuance under your charter to permit issuance of the common stock necessary to close all three tranches. Also,
explain whether shareholders had, or will have, a separate opportunity to vote upon either of the two merger transactions.

Response:
The Company has revised the disclosure on page 5.

2.
Revise to discuss the status of the May 14, 2019 action by written consent of stockholders and your April and June preliminary
information statement filings, and explain their relationship to the current proxy statement.

Response:
The Company has revised the disclosure on page 5.

Corporate
Action No. 3: Approval of the Reverse Split

Principal
Reasons for Reverse Split, page 8

3.
We note that the reverse split is intended to result in a higher per share trading price of your common stock and to help you
meet the minimum trading price for up-listing to the NASDAQ Capital Market. Please expand your disclosure to disclose the risks
associated with the reverse split, including, but not limited to, the possibility that the reverse split might not proportionately
increase the trading price of your Common Stock, the total market value of your company might be lower following the reverse split,
the trading market of your common stock could become less liquid, and the common stock might not meet the initial listing requirements
for the NASDAQ Capital Market.

Response:
The Company has revised the disclosure on page 10.

Effect
of Reverse Split, page 8

4.
Your disclosure on page 9 indicates that you do not currently “intend” to issue fractional shares in connection with
the Reverse Split and that the Board may elect to either (a) pay cash in lieu of fractional shares, or (b) round up to the next
whole number. Please reconcile these disclosures with your proposed Amended and Restated charter (Exhibit A) which indicates that
“no fractional share of Common Stock shall be issued as a result of the Reverse Stock Split” and that shareholders
will be entitled to cash payment.

Response:
The Company has revised the disclosure on page 11 to confirm that the Company will pay cash in lieu of fractional shares.

5.
Please expand your disclosure to discuss the potential negative effects to shareholders of the reverse split and the recapitalization,
including anti-takeover effects. Refer to the Instruction 2 to Item 19 of Schedule 14A and Release No. 15230 (October 13, 1978).

Response:
The Company has revised the disclosure on page 10.

Corporate
Action No. 4: Approval of Recapitalization, page 11

6.
With reference to comment 1 above, revise the proxy statement to provide the disclosures required by Items 11 and 13(a) of Schedule
14A, including financial statements for Oncotelic, Inc. and PointR Data pursuant to rules 8-04 and 8-05 of Regulation S-X. For
additional guidance, refer to Note A of Schedule 14A.

Response:
The Company is completing its financial statements for the period ended September 30, 2019 and pro forma financials related to
the acquisition of PointR Data. The Company intends to file a further amendment to this preliminary information statement with
the Commission when those financial statements are available.

7.
Please revise your disclosure on page 11 to indicate whether you have current plans, agreements or arrangements, whether written
or oral, to issue any of the newly authorized shares that would be available. In this regard, we note the Financing Transaction
condition contained in the PointR Data merger agreement.

Response:
The Company has revised the disclosure on page 13.

Corporate
Action No. 5: Adoption of Amended and Restated Certificate of Incorporation, page 12

8.
Your disclosure indicates that your Amended and Restated Certificate of Incorporation “includes” an exclusive forum
provision. Please revise to clarify whether this exclusive forum provision is a new or amended charter provision. As applicable,
expand your disclosure to explain the general effect of such an amendment to your shareholders pursuant to Item 19 of Schedule
14A. In addition, tell us, and revise, as applicable, to indicate whether any other charter provisions (other than those covered
by Proposals 2 through 4) constitute new or amended charter provisions. Finally, please revise the description of Corporate Action
No. 5 on your form of consent card to include the exclusive forum provision in the list of items adopted pursuant to the Amended
and Restated Certificate of Incorporation.

Response:
The Company has revised the disclosure on page 14 and revised the description of Corporate Action No. 5 on the form of
consent card.

9.
Your disclosure indicates that the exclusive forum provision does not apply to actions arising out of a violation of the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Please revise your Amended and Restated Certificate
of Incorporation to include this same statement or, alternatively, confirm to us that you will include this statement in future
Exchange Act reports.

Response:
In response to the Staff’s comment, the Company has amended the Amended and Restated Certificate of Incorporation, as shown
on Exhibit A, to include the revised disclosure stating that the forum selection provision does not apply to investor claims
under the Securities Act, as amended, and Exchange Act, as amended.

*       *       *       *       *

We
sincerely appreciate the Staff’s comments. If you have any questions, or if we can be of any assistance, please feel free
to contact me at the numbers above.

    Sincerely,

    /s/
    James A. Mercer III

    James
    A. Mercer III for

    Sheppard
    Mullin Richter & Hampton LLP

cc:

Vuong
Trieu, Mateon Therapeutics, Inc.

Amit
Shah, Mateon Therapeutics, Inc.

October 31, 2019
Vuong Trieu, Ph.D.
Chief Executive Officer
Mateon Therapeutics, Inc.
23937 Agoura Road, Suite 107
Agoura Hills, CA 91301
Re:Mateon Therapeutics, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 18, 2019
File No. 000-21990
Dear Dr. Trieu:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed October 18, 2019
Background of the Corporate Actions, page 4
1.Please revise the Background section to explain the terms of your April 2019 merger with
Oncotelic, Inc. and your August 2019 merger agreement with PointR Data, Inc.  Discuss
the relationship these mergers have to Corporate Action No. 3 and No. 4, particularly as it
relates to your capitalization.  In this regard, we note that your merger agreement
with Oncotelic contains a covenant requiring you to submit the actions embodied in
Corporate Action No. 3 and No. 4 to shareholders and that approval of either of these
proposals would or could result in the automatic conversion of the preferred stock merger
consideration into Oncotelic common stock.  With respect to the PointR Data merger
agreement, please disclose, if true, that you do not presently have sufficient common stock
available for issuance under your charter to permit issuance of the common stock
necessary to close all three tranches.  Also, explain whether shareholders had, or will
have, a separate opportunity to vote upon either of the two merger transactions.

 FirstName LastNameVuong Trieu, Ph.D.
 Comapany NameMateon Therapeutics, Inc.
 October 31, 2019 Page 2
 FirstName LastName
Vuong Trieu, Ph.D.
Mateon Therapeutics, Inc.
October 31, 2019
Page 2
2.Revise to discuss the status of the May 14, 2019 action by written consent of stockholders
and your April and June preliminary information statement filings, and explain their
relationship to the current proxy statement.
Corporate Action No. 3: Approval of the Reverse Split
Principal Reasons for Reverse Split, page 8
3.We note that the reverse split is intended to result in a higher per share trading price of
your common stock and to help you meet the minimum trading price for up-listing to the
NASDAQ Capital Market.  Please expand your disclosure to disclose the risks associated
with the reverse split, including, but not limited to, the possibility that the reverse split
might not proportionately increase the trading price of your Common Stock, the total
market value of your company might be lower following the reverse split, the trading
market of your common stock could become less liquid, and the common stock might not
meet the initial listing requirements for the NASDAQ Capital Market.
Effect of Reverse Split, page 8
4.Your disclosure on page 9 indicates that you do not currently “intend” to issue fractional
shares in connection with the Reverse Split and that the Board may elect to either (a) pay
cash in lieu of fractional shares, or (b) round up to the next whole number.  Please
reconcile these disclosures with your proposed Amended and Restated charter (Exhibit A)
which indicates that “no fractional share of Common Stock shall be issued as a result of
the Reverse Stock Split” and that shareholders will be entitled to cash payment.
5.Please expand your disclosure to discuss the potential negative effects to shareholders of
the reverse split and the recapitalization, including anti-takeover effects.  Refer to the
Instruction 2 to Item 19 of Schedule 14A and Release No. 15230 (October 13, 1978).
Corporate Action No. 4: Approval of Recapitalization, page 11
6.With reference to comment 1 above, revise the proxy statement to provide the disclosures
required by Items 11 and 13(a) of Schedule 14A, including financial statements for
Oncotelic, Inc. and PointR Data pursuant to rules 8-04 and 8-05 of Regulation S-X.  For
additional guidance, refer to Note A of Schedule 14A.
7.Please revise your disclosure on page 11 to indicate whether you have current plans,
agreements or arrangements, whether written or oral, to issue any of the newly authorized
shares that would be available.  In this regard, we note the Financing Transaction
condition contained in the PointR Data merger agreement.

 FirstName LastNameVuong Trieu, Ph.D.
 Comapany NameMateon Therapeutics, Inc.
 October 31, 2019 Page 3
 FirstName LastName
Vuong Trieu, Ph.D.
Mateon Therapeutics, Inc.
October 31, 2019
Page 3
Corporate Action No. 5: Adoption of Amended and Restated Certificate of Incorporation , page
12
8.Your disclosure indicates that your Amended and Restated Certificate of Incorporation
"includes" an exclusive forum provision.  Please revise to clarify whether this exclusive
forum provision is a new or amended charter provision.  As applicable, expand your
disclosure to explain the general effect of such an amendment to your shareholders
pursuant to Item 19 of Schedule 14A.  In addition, tell us, and revise, as applicable, to
indicate whether any other charter provisions (other than those covered by Proposals 2
through 4) constitute new or amended charter provisions.  Finally, please revise the
description of Corporate Action No. 5 on your form of consent card to include the
exclusive forum provision in the list of items adopted pursuant to the Amended and
Restated Certificate of Incorporation.
9.Your disclosure indicates that the exclusive forum provision does not apply to actions
arising out of a violation of the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.  Please revise your Amended and Restated Certificate
of Incorporation to include this same statement or, alternatively, confirm to us that you
will include this statement in future Exchange Act reports.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Irene Paik at 202-551-6553 or Joseph McCann at 202-551-6262 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       James A. Mercer III, Esq.

CORRESP
1
filename1.htm

CORRESP

 Mateon Therapeutics, Inc.

701 Gateway Blvd., Suite 210

South San Francisco, California 94080

June 25, 2018

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Mail Stop 3561

Washington, D.C. 20549

Re:
Mateon Therapeutics, Inc.

 Registration Statement on Form S-1

 Filed on June 13, 2018

File No. 333- 225600

Acceleration Request

 Ladies and
Gentleman:

 Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Mateon
Therapeutics, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 be accelerated to Tuesday, June 26, 2018, at 5:00 p.m. EST, or
as soon as thereafter practicable.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

Any questions should be addressed to Megan N. Gates, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center,
Boston, Massachusetts 02111, telephone (617) 348-4443.

Very truly yours,

Mateon Therapeutics, Inc.

/s/ Matthew M. Loar

Matthew M. Loar

Chief Financial Officer

cc:
Securities and Exchange Commission

Jeffrey Gabor

Mateon Therapeutics, Inc.

William D. Schwieterman, M.D., Chief Executive Officer

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Megan N. Gates, Esq.

Melanie Ruthrauff Levy, Esq.

Jenna M. Stewart, Esq.

June 22, 2018
William D. Schwieterman, M.D.
Chief Executive Officer
Mateon Therapeutics, Inc.
701 Gateway Blvd., Suite 210
South San Francisco, CA 94080
Re:Mateon Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 13, 2018
File No. 333-225600
Dear Dr. Schwieterman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Megan Gates, Esq.

Mail Stop 4546
September 30, 2016

William D. Schwieterman
Chief Executive Officer
Mateon Therapeutics, Inc.
701 Gateway Blvd, Suite 210
South San Francisco, CA 94080

Re: Mateon  Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed September 7, 2016
File No. 000-21990

Dear Dr. Schwieterman :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Megan N. Gates, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
filename1.htm

CORRESP

 Megan N. Gates  |  617 348
4443  |  mgates@mintz.com

 One Financial Center

Boston, MA 02111

 617-542-6000

617-542-2241 fax

www.mintz.com

 September 30, 2016

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Suzanne Hayes, Office of
Healthcare and Insurance

Re:
Mateon Therapeutics, Inc.

 Preliminary Proxy Statement on Schedule 14A

Filed September 7, 2016

File No. 000-21990

 Ladies and Gentlemen:

 On behalf of Mateon Therapeutics, Inc. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the
“Commission”) this letter in response to oral comments of the Staff of the Commission’s Division of Corporation Finance (the “Staff”) received on September 29, 2016 with respect to the above-referenced preliminary proxy
statement (the “Proxy Statement”).

 Notice of Special Meeting of Stockholders

1.
Comment: Please clarify the statements regarding the treatment of fractional shares as a result of the reverse split set forth in the first paragraph of the Notice and the fifth to last paragraph in the Notice
and make clear that certain holders would have their entire interest in the Company repurchased as a result of the result of the reverse split.

Response: The Company proposes to revise the disclosure in the Proxy Statement as set forth below.

The first paragraph of the Notice has been revised as follows:

“The board of directors (the “Board”) of Mateon Therapeutics, Inc. (“Mateon” or the “Company”), a Delaware
corporation, has called a special meeting (the “Special Meeting”) of stockholders, to propose a reverse split of our common stock in order to preserve our listing on The NASDAQ Capital Market. This is extremely important for a number of
reasons, including, most critically, maintaining liquidity in the trading of our common stock for the benefit of all stockholders. Quite simply, if we do not take this action, which in no way changes your percentage ownership of
Mateon, then our common stock is likely to be delisted by NASDAQ, which would likely significantly impair the valuation of our common stock and the entire
company. We believe there are meaningful benefits to Mateon and you as a shareholder if we are able to remain listed on NASDAQ. The application of the reverse split will not
change your percentage ownership of Mateon unless you would hold a fractional share as a result of the reverse split. We intend to repurchase fractional shares resulting from the reverse split at the

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON  |  WASHINGTON  |  NEW
YORK  |  STAMFORD  |  LOS ANGELES  |  PALO ALTO  |  SAN
DIEGO  |  LONDON

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Page 2

closing price of our common stock on NASDAQ on the last trading day prior to the effective date of the reverse split. We estimate that
there are currently approximately 10,000 holders of our common stock, and that approximately 1,400 to 2,200 shareholders, each holding less than four shares of our common stock, would have their entire interest in the Company repurchased as
fractional shares resulting from the reverse split. The repurchase of fractional shares would result in a minor change in the overall issued and outstanding capitalization of the Company, amounting to no more than approximately 0.06% of the
Company’s total issued and outstanding shares on an aggregate basis.”

 The fifth-to-last paragraph of the Notice has been
revised as follows:

 “In closing, please note that we must consider the reverse split now because our stock will be subject to
delisting if it does not trade over $1.00 per share for a minimum of ten consecutive trading days before November 28, 2016. To reiterate, I strongly believe that the value of the common stock, which you hold, will be meaningfully
higherthere are meaningful benefits to Mateon and to you as a shareholder if we are able to remain listed on The NASDAQ Capital Market, and this vote represents the last
opportunity we have, which is fully under our control, to keep Mateon’s stock listed. Once again, if the reverse split is approved and implemented, every single shareholder in the Company, whether through ownership of common stock,
warrants, or options, will participate equally in the effects of the reverse split, except with respect to fractional shares resulting from the reverse split, which would be repurchased for
cash at the closing price of our common stock on NASDAQ on the last trading day prior to the effective date of the reverse split. Although approximately 1,400 to 2,200 shareholders (who each hold less than four shares of our common stock) would have
their entire interest in the Company repurchased as fractional shares as a result of the reverse split, the repurchase of these fractional shares would result in a minor change in the overall issued and outstanding capitalization of the Company,
amounting to no more than approximately 0.06% of the Company’s total issued and outstanding shares on an aggregate basis.”

 The Company has
separately provided a pdf document showing the revised contemplated Schedule 14A definitive proxy statement filing.

 In addition, the Company acknowledges
that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the above responses are acceptable to the Staff. Please do not hesitate to call the undersigned at 617-348-4443 with any comments or questions
regarding this response letter. We thank you for your time and attention.

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Page 3

 Very truly yours,

/s/ Megan N. Gates

 Megan N. Gates

CORRESP
1
filename1.htm

CORRESP

 Megan N. Gates | 617 348 4443 |
mgates@mintz.com

 One Financial Center

Boston, MA 02111

 617-542-6000

617-542-2241 fax

www.mintz.com

 September 29, 2016

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Suzanne Hayes, Office of
Healthcare and Insurance

Re:
Mateon Therapeutics, Inc.

 Preliminary Proxy Statement on Schedule 14A

Filed September 7, 2016

File No. 000-21990

 Ladies and Gentlemen:

 On behalf of Mateon Therapeutics, Inc. (the “Company”), we are hereby filing with the Securities and Exchange Commission (the
“Commission”) this letter in response to the comments of the Staff of the Commission’s Division of Corporation Finance (the “Staff”) given by letter (the “Comment Letter”) dated September 27, 2016 with respect
to the above-referenced preliminary proxy statement (the “Proxy Statement”). The response is numbered to correspond to the comments set forth in the Comment Letter, which for convenience, we have incorporated into this response letter.

 Notice of Special Meeting of Stockholders

1.
Comment: Please tell us the basis for your statement of belief that the common stock will be “meaningfully higher” provided you remain listed on NASDAQ. In this regard, please explain how this statement
– and the statement concerning impairment of stock valuation in the first paragraph of the Notice – reconcile to your statement on page 9 that you cannot predict whether the reverse stock split will result in a sustained increase in your
stock price or that the stock price will rise proportionately to the reduction in the number of shares. Alternatively, please remove the two statements referenced above from the Notice.

Response: The Company proposes to revise the disclosure in the Proxy Statement as set forth below.

The first paragraph of the Notice has been revised as follows:

“The board of directors (the “Board”) of Mateon Therapeutics, Inc. (“Mateon” or the “Company”), a Delaware
corporation, has called a special meeting (the “Special Meeting”) of stockholders, to propose a reverse split of our common stock in order to preserve our listing on The NASDAQ Capital Market. This is extremely important for a number of
reasons, including, most critically, maintaining liquidity in the trading of our common stock for the benefit of all stockholders. Quite simply, if we do not take this action, which in no way changes your percentage ownership of
Mateon, then our common stock is likely to be delisted by NASDAQ,

 Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.

 BOSTON | WASHINGTON | NEW YORK |
STAMFORD | LOS ANGELES | PALO ALTO | SAN DIEGO | LONDON

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Page
 2

which would likely significantly impair the valuation of our common stock and the entire company.. We believe there are
meaningful benefits to Mateon and you as a shareholder if we are able to remain listed on NASDAQ. The application of the reverse split will not change your percentage ownership of Mateon unless you hold a fractional share as a result
of the reverse split. We intend to repurchase fractional shares resulting from the reverse split at the closing price of our common stock on NASDAQ on the last trading day prior to the effective date of the reverse split. The repurchase of
fractional shares would result in a minor change in the overall ownership of the Company, amounting to no more than approximately 0.00001% of the Company for any individual stockholder, and no more than 0.06% of the Company’s total issued and
outstanding shares on an aggregate basis.”

 The fifth-to-last paragraph of the Notice has been revised as follows:

“In closing, please note that we must consider the reverse split now because our stock will be subject to delisting if it does not
trade over $1.00 per share for a minimum of ten consecutive trading days before November 28, 2016. To reiterate, I strongly believe that the value of the common stock, which you hold, will be meaningfully
higher there are meaningful benefits to Mateon and to you as a shareholder if we are able to remain listed on The NASDAQ Capital Market, and this vote represents the last
opportunity we have, which is fully under our control, to keep Mateon’s stock listed. Once again, if the reverse split is approved and implemented, every single shareholder in the Company, whether through ownership of common stock,
warrants, or options, will participate equally. in the effects of the reverse split, except with respect to fractional shares resulting from the reverse split, which will be
repurchased for cash at the closing price of our common stock on NASDAQ on the last trading day prior to the effective date of the reverse split. This treatment of fractional shares will, as noted above, result in a minor change in the overall
ownership of the Company, amounting to no more than approximately 0.00001% of the Company for any individual stockholder, and no more than 0.06% of the Company’s total issued and outstanding shares on an aggregate basis.”

The second-to-last paragraph under the heading “NASDAQ Requirements for Continued Listing” on page 9 of the Proxy Statement has been
revised as follows:

 “There Based on the mathematics of a
reverse split, which result in fewer total shares outstanding for the Company with no other change in capitalization, we expect that the reverse split would result in a stock price change approximately equal to the ratio at which the reverse split
is implemented. However, there are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in a sustained increase in the per share price of our common stock. We cannot predict whether the
Reverse Stock Split will increase the market price for our common stock on a sustained basis any increase in stock price resulting from the effect of the reverse split may not be
sustained for any length of time, or at all. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that the market price per share of our common stock after the Reverse Stock Split
will rise in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split and the market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by
NASDAQ, or that we will otherwise meet the requirements of NASDAQ for continued inclusion for trading on The NASDAQ Capital Market.”

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Page
 3

2.
Comment: Please revise the first paragraph and the fifth-to-last paragraph of the Notice to avoid the implication that there will be no change in the percentage ownership of shares as a result of the reverse
stock split and that all shareholders will be able to participate equally. In this regard, we refer to the table you include in the Notice which explains that fractional shares will not be issued, resulting in a reduction in outstanding common
shares by 4,000 to 15,000 and a reduction in the total number of shareholders by 1,400.

 Response: The Company
proposes to revise the disclosure in the Proxy Statement as set forth in its response to Comment 1.

 The Company also proposes to change the date of the
meeting from November 1, 2016 to November 11, 2016 and has separately provided a pdf document showing the contemplated Schedule 14A definitive proxy statement filing.

In addition, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the above responses are acceptable to the Staff. Please do not hesitate to call the undersigned at 617-348-4443 with any comments or questions
regarding this response letter. We thank you for your time and attention.

 Very truly yours,

/s/ Megan N. Gates

 Megan N. Gates

Mail Stop 4546
September 27, 2016

William D. Schwieterman
Chief Executive Officer
Mateon Therapeutics, Inc.
701 Gateway Blvd, Suite 210
South San Francisco, CA 94080

Re: Mateon  Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed September 7, 2016
File No. 000-21990

Dear Dr. Schwieterman :

We have limited our review of your filing to those issues we have addressed in our
comments.  In  some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you wi ll respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Notice of Special Meeting of Stockholders

1. Please tell us the basis for your statement of belief that the common stock will be
“meaningfully higher” provided you remain listed on NASDAQ.  In this regard, please
explain how this statement – and the statement concerning impairment of stock valuation
in the first paragraph of the Notice – reconcile to your statement on page 9 that you
cannot predict whether the reverse stock split will result in a sustained increase in your
stock price or that the stock price will rise proportionately to the reduction  in the number
of shares.   Alternatively, please remove the two  statements referenced above from the
Notice.

2. Please revise the first paragraph and the fifth -to-last paragraph of the Notice to avoid the
implication that there will be no change in the perc entage ownership of shares as a result
of the reverse stock split and that all shareholders will be able to participate equally.  In
this regard, we refer to the table you include in the Notice which explains that fractional

William D. Schwieterman
Mateon  Therapeutics, Inc.
September 27, 2016
Page 2

 shares will not be issued, resu lting in a reduction in outstanding common shares by 4,000
to 15,000 and a reduction in the total number of shareholders by 1,400.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accur acy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Irene Paik at (202) 551 -6553 or Joseph McCann at (202) 551 -6262 with
any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Megan N. Gates, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

June 2 , 2015

Via E -mail
William D. Schwieterman, M.D.
President and Chief Executive Officer
OxiGene , Inc.
701 Gateway Boulevard, Suite 210
South San Francisco, CA 94080

Re: OxiGene , Inc.
  Registration Statement on Form S-3
Filed  May 20 , 2015
  File No.  333-204333

Dear Dr. Schwieterman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

William D. Schwieterman, M.D.
OxiGene , Inc.
June 2 , 2015
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Johnny Gharib  at (202) 551 -3170 or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Megan N. Gates , Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
1
filename1.htm

CORRESP

 OXiGENE, Inc.

701 Gateway Blvd., Suite 210

 South
San Francisco, CA 94080

 June 2, 2015

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Johnny Gharib

Re:
OXiGENE, Inc.

 Registration Statement on Form S-3

File No. 333-204333

Request for Acceleration

 Dear
Mr. Gharib:

 With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of OXiGENE, Inc. (the “Company”), that the Securities and Exchange Commission (the
“Commission”) accelerate the effective date of the Registration Statement to Friday, June 5, 2015, at 10:00 a.m. (Washington, D.C. time), or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

 Please call Megan N. Gates of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the
Company, at (617) 348-4443 with any comments or questions regarding the Registration Statement.

 Sincerely,

OXiGENE, Inc.

By:

 /s/ William D. Schwieterman

Name: William D. Schwieterman, M.D.

Title: President and Chief Executive Officer

CORRESP
1
filename1.htm

Correspondence

 OXiGENE, Inc.

701 Gateway Blvd., Suite 210

 South
San Francisco, CA 94080

 February 11, 2014

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jeffrey P. Riedler, Assistant Director

Re:
OXiGENE, Inc.

Registration Statement on Form S-1

File No. 333-190464

 Dear Mr. Riedler:

With respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to
Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of OXiGENE, Inc. (the “Company”), that the Securities and Exchange Commission (the
“Commission”) accelerate the effective date of the Registration Statement to Tuesday, February 11, 2014, at 4:00 p.m., or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

 Please call Megan N. Gates of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the
Company, at (617) 348-4443 with any comments or questions regarding the Registration Statement.

Sincerely,

 /s/ Peter J. Langecker

Peter J. Langecker

Chief Executive Officer

OXiGENE, Inc.

January 30, 2014

Via E -mail
Peter Langecker, M.D., Ph.D.
Chief Executive Officer
OXiGENE, Inc.
701 Gateway Blvd., Suite 210
South San Francisco, California 94080

Re: OXiGENE, Inc.
  Amendment No. 2 to Registration Statement on Form S-1
Filed  January 24, 2014
  File No.  333-190464

Dear Dr. Langecker :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Please revise your disclosure to specify the expiration date of the warrants  underlying the
units.

2. Please amend your disclosure to include executive and director compensation disclosure
reflecting the compens ation awarded to named executive officers and directors during the
most recently completed fiscal year ended December 31, 2013.  Please note that your
Summary Compensation Table should also include the compensation awarded to NEOs
in the fiscal year ended December 31, 2012.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Peter Langecker , M.D., Ph.D.
OXiGENE, Inc.
January 30, 2014
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelerati on of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not fo reclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Matthew Jones at (202) 551 -3786, Bryan Pitko at (202) 551 -3203  or me at
(202) 551 -3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc:  Megan Gates
 Mintz, Levin, Cohn, Ferris
 Glovsky and Popeo, P.C.
 One Financial Center
 Boston, MA 02111

CORRESP
1
filename1.htm

Correspondence

 Megan N. Gates | 617 348 4443 |
mngates@mintz.com

 One Financial Center

 Boston, MA 02111

 617-542-6000

617-542-2241 fax

www.mintz.com

 January 31, 2014

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

Re:
OXiGENE, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed January 24, 2014

File No. 333-190464

 Dear
Mr. Riedler:

 We are submitting this letter on behalf of OXiGENE, Inc. (the “Company”) in response to
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated January 30, 2014 (the “Comment Letter”) from the Staff to
Dr. Peter J. Langecker, the Company’s Chief Executive Officer, relating to the above-referenced Amendment No. 2 to the registration statement on Form S-1 of the Company, filed with the Commission on January 24, 2014. In
conjunction with this letter, the Company is filing Amendment No. 3 to the registration statement (“Amendment No. 3” and, as amended, the “Registration Statement”).

For convenient reference, we have set forth below in italics the Staff’s comments as set forth in the Comment Letter and have keyed
the Company’s responses to the numbering of the comments and the headings used in the Comment Letter. The response is based on information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Where
appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure in the Registration Statement as set forth in Amendment No. 3.

 General

1.
Please revise your disclosure to specify the expiration date of the warrants underlying the units.

Response: The Company acknowledges the Staff’s comment and notes that such information has been included in Amendment No. 3 to the Registration
Statement.

2.
Please amend your disclosure to include executive and director compensation disclosure reflecting the compensation awarded to named executive officers and directors
during the most recently completed fiscal year ended December 31, 2013. Please note that your Summary Compensation Table should also include the compensation awarded to NEOs in the fiscal year ended December 31, 2012.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 BOSTON | LONDON | LOS ANGELES | NEW YORK | SAN DIEGO | SAN
FRANCISCO | STAMFORD | WASHINGTON

 MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.

 January 31, 2014

Page 2

 Response: The Company acknowledges the Staff’s comment
and notes that such information has been included in Amendment No. 3 to the Registration Statement.

*        *        *
  *        *

 The Company acknowledges that (i) the Company is
responsible for the accuracy and adequacy of the disclosure in the filing, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and
(iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

When appropriate, the Company will provide a written request for acceleration of the effective date of the Registration Statement and
will include the requested “Tandy” language therein. The Company is aware of its obligations under Rules 460 and 461 regarding requesting acceleration of the effectiveness of the Registration Statement.

We hope that the above response and the related revisions to the Registration Statement will be acceptable to the Staff. Please do not
hesitate to call the undersigned at (617) 542-6000 with any comments or questions regarding the Registration Statement and this letter.

Sincerely,

/s/ Megan N. Gates

Megan N. Gates

cc:
Securities and Exchange Commission

 Mr. Matthew Jones

 Mr. Bryan Pitko

OXiGENE, Inc.

 Peter J. Langecker, M.D., Ph.D.

 Ms. Barbara Riching

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Ms. Andrea Paul

 Ms. Melanie Ruthrauff

CORRESP
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Correspondence

 OXiGENE, Inc.

701 Gateway Blvd., Suite 210

 South
San Francisco, CA 94080

 November 12, 2013

 VIA
EDGAR

 Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Jeffrey P. Riedler, Assistant Director

Re:
OXiGENE, Inc.

Registration Statement on Form S-3

Filed October 2, 2013

File No. 333-191531

 Dear Mr. Riedler:

With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of
Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of OXiGENE, Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”)
accelerate the effective date of the Registration Statement to Wednesday, November 13, 2013 at 4:30 p.m., or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The cooperation of the staff in meeting the timetable described above is very much appreciated.

 Please call Megan N. Gates of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the
Company, at (617) 348-4443 with any comments or questions regarding the Registration Statement.

 Sincerely,

 /s/ Peter J. Langecker

 Peter J. Langecker

 Chief Executive Officer

OXiGENE, Inc.

October 9, 2013

Via E -mail
Peter Langecker, M.D., Ph.D.
Chief Executive Officer
OXiGENE, Inc.
701 Gateway Blvd., Suite 210
South San Francisco, California 94080

Re: OXiGENE, Inc.
  Registration Statement on Form S-3
Filed  October 2, 2013
  File No.  333-191531

Dear Dr. Langecker :

We have limited our review of your registration statement to the issue  we have addressed
in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. We note that you have a separate  registration statement on Form S -1, filed August 8,
2013 , that is currently being reviewed by the staff .  Please be advised that we will not be
in a positio n to accelerate the effectiveness of your registration statement on Form S -3
until our revi ew of your registration statement on Form S -1 has been completed .

We urge all persons who are responsible for the accuracy and adequacy of the disclosu re
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from th e company
acknowledging that:

Peter Langecker , M.D., Ph.D.
OXiGENE, Inc.
October 9, 2013
Page 2

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Matthew Jones at (202) 551 -3786 or me at (202) 551 -3715 with any other
questions.

Sincerely,

 /s/ Daniel  Greenspan  for

Jeffrey P. Riedler
Assistant Director

cc:  Megan Gates
 Mintz, Levin, Cohn, Ferris  Glovsky and Popeo, P.C .
 One Financial Center
 Boston, MA 02111

August 14, 2013

Via E -mail
Dr. Peter Langecker
Chief Executive Officer
OXiGENE, Inc.
701 Gateway Blvd., Suite 210
South San Francisco, California 94080

Re: OXiGENE, Inc.
  Registration Statement on Form S-1
Filed  August 8, 2013
  File No.  333-190464

Dear Dr. Langecker :

We have limited our review of your registration statement to those issues we have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. Although Rule 430A of the Securities Act of 1933 perm its registrants to omit certain
pricing -related information from a registration statement t hat is declared effective, your
filing must include the amount of  securities to be offere d in a pre -effective amendment.
Accordingly, p lease revise your disclosure to specify :

 The number of units to be sold;
 The number of shares of common stock per unit;
 The number of warrants per unit;  and
 The number of shares of common stock issuable  upon exercise of the warrants.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Dr. Peter Langecker
OXiGENE, Inc.
August 14, 2013
Page 2

 possession of all facts relating to a company’s disclosure, they a re responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Matthew Jones  at (202) 551 -3786, Bryan Pitko  at (202) 551 -3203 , or me at
(202) 551 -3715 with any questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc:  Megan Gates
 Mintz, Levin, Cohn, Ferris ,
Glovsky and Popeo, P.C.
 One Financial Center
 Boston, MA 02111

Via Facsimile and U.S. Mail
November 19 , 2010

James B. Murphy
Vice President and Chief Financial Officer
OXiGENE, Inc.
701 Gateway Boulevard, Suite  210
South San  Francisco, CA 94080

Re: OXiGENE, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2009
  Filed March 16 , 2010
  File No. 000-21990

Dear  Mr. Murphy :

  We have comp leted our review of your filing  and do not hav e any further comments
at this time.

        Sincerely,

        Jeffrey Riedler
        Assistant Director

cc: Asya S. Alexandrovich , Esq ,
Mintz Levin Cohn Ferris Glovsky and Popeo P C
One Financial Center
Boston , Massachusetts  02111

CORRESP
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corresp

November 10, 2010

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, DC 20549

Attention: Bryan Pitko, Esq.

    Re:

    OXiGENE, Inc.

    Preliminary Proxy Statement on Form PRE14A

    Filed November 2, 2010

    File No. 000-21990

Ladies and Gentlemen:

          On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated November 9, 2010 from Jeffrey Riedler of the Staff to James B.
Murphy, the Company’s Vice President and Chief Financial Officer (the “Comment Letter”).

          As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

Preliminary Proxy Statement

Proposal 1, page 5

           1. Comment: We note that you are seeking shareholder approval for a reverse stock
split of your issued and outstanding shares of common stock. Please revise your disclosure to
describe any plans, arrangements or understandings relating to the issuance of any additional
shares of authorized common stock that will become available following your reverse stock split.
If you have no such plans, arrangements or understandings, please revise your disclosure to state
so.

          Response: The Company agrees to provide the following disclosure in its Definitive Proxy
Statement under Proposal 1 at the end of the second paragraph on page 5: “As of the date of this
proxy statement, we do not have any current plans, arrangements or understandings relating to the
issuance of any additional shares of authorized common stock that will become available following
the reverse stock split, other than the potential issuance, from time to time as market conditions
warrant, of shares of common stock pursuant to our previously disclosed at-the-market offering
arrangement with McNicoll, Lewis & Vlak LLC as sales agent and underwriter, and the potential

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

November 10, 2010

Page 2

issuance from time to time of shares of common stock pursuant to our previously disclosed Committed
Equity Financing Facility with Kingsbridge Capital Limited.”

    The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect
to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

          We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 210-6820. Thank you for
your time and attention.

    Sincerely,

    /s/ Asya S. Alexandrovich

    Asya S. Alexandrovich

    cc:

    Securities and Exchange Commission

    Jeffrey Riedler, Esq.

    OXiGENE, Inc.

    Dr. Peter J. Langecker

    Mr. James B. Murphy

    D. Clinton Webb, Esq.

November 10, 2010
 James B. Murphy Vice President and Chief Financial Officer OXiGENE, Inc. 701 Gateway Boulevard, Suite 210
South San Francisco, CA 94080

Re: OXiGENE, Inc.
 Preliminary Proxy Statement on Form PRE14A
Filed November 2, 2010 File No. 000-21990

Dear Mr. Murphy:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,

Jeffrey Riedler Assistant Director
 cc: Asya S. Alexandrovich  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  One Financial Center  Boston, MA 02111

November 9, 2010
 James B. Murphy Vice President and Chief Financial Officer OXiGENE, Inc. 701 Gateway Boulevard, Suite 210
South San Francisco, CA 94080

Re: OXiGENE, Inc.
 Preliminary Proxy Statement on Form PRE14A
Filed November 2, 2010 File No. 000-21990

Dear Mr. Murphy:
 We have reviewed your filing and have the following comment.
 Please respond to this letter by amending your  filing.  If you do not believe our comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.               Preliminary Proxy Statement

 Proposal 1, page 5

1. We note that you are seeking shareholder approv al for a reverse stock split of your issued
and outstanding shares of common stock.  Pleas e revise your disclosu re to describe any
plans, arrangements or understandings relating to the issuance of any additional shares of
authorized common stock that will become av ailable following your reverse stock split.
If you have no such plans, arrangements or understandings, please revi se your disclosure
to state so.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

James B. Murphy
OXiGENE, Inc.  November 9, 2010 Page 2

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Bryan Pitko at (202) 551-3203 or me at (202) 551-3715 with any
questions.
Sincerely,
       Jeffrey Riedler
Assistant Director

CORRESP
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Asya
S. Alexandrovich | 617 210 6820 | aalexandrovich@mintz.com

    One Financial Center

    Boston, MA 02111

    617-542-6000

617-542-2241 fax

www.mintz.com

October 15, 2010

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, DC 20549

Attention: Scot Foley, Esq.

    Re:

    OXiGENE, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 16, 2010
File No. 000-21990

Ladies and Gentlemen:

     On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated August 5, 2010 from Jeffrey Riedler of the Staff to James B.
Murphy, the Company’s Vice President and Chief Financial Officer (the “Comment Letter”), to which
the Company initially responded on August 9, 2010, and the September 24, 2010 conversation between
Scot Foley of the Staff and Megan Gates of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(“Mintz”).

     As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz by the Company.

Research and Development and Collaborative Agreements, page 10

     1. Comment: Elsewhere in your disclosure you make reference to your Research Collaboration
and License Agreement with Bristol-Myers Squibb Company, which you have filed as an exhibit to your
annual report. Please revise your disclosure to include the material terms of this agreement. If
you believe this disclosure is unnecessary, please provide us with the basis for this belief.

     Response: The Company agrees to provide the following disclosure in future filings requiring
disclosure under Item 101 of Regulation S-K, including its next Annual Report on Form 10-K.

     OXiGENE also has an exclusive, world-wide, royalty-bearing license from Bristol-Myers
Squibb (BMS) for commercial development, use and sale of products or services covered by certain
patent rights to particular combretastatins, a class of vascular
disrupting agents, or VDAs. Under the BMS license, OXiGENE has the

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington |
New York | Stamford | Los Angeles | Palo Alto | San Diego |
London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

October 15, 2010

Page 2

right to grant sublicenses. BMS is entitled to low-single-digit royalty payments under the license
agreement. All licensing fees and milestone payments under the license agreement, in the aggregate
amount of $1,080,000, have been paid. OXiGENE bears the costs of preparing, filing, prosecuting
and maintaining all patent applications under the BMS license and has a right, but not a duty, of
enforcing patents covered by the license. Either party may terminate the license upon material
default of the other party. The term of the license shall end upon the expiration of the licensed
patents. The latest United States patent licensed under this agreement is scheduled to expire in
December 2021.

     2. Comment: Please revise the disclosure concerning your two license agreements
to state the range of royalties that may be paid to Arizona State University and Baylor University.
An acceptable royalty range is as follows: “single-digits,” “teens,” “twenties,” etc. Please
also state the duration and termination provisions of the agreement with Baylor University.

     Response: The Company agrees to provide the following disclosure in future filings
requiring disclosure under Item 101 of Regulation S-K, including its next Annual Report on Form
10-K.

     OXiGENE has secured a technology license from Arizona State University (ASU). The ASU
license is an exclusive, world-wide, royalty-bearing license for commercial development, use and
sale of products or services covered by certain patent rights to
particular combretastatin VDAs.
Under the ASU license, OXiGENE has the right to grant sublicenses. ASU is entitled to single-digit
royalty and milestone payments under the license agreement. OXiGENE bears the costs of preparing,
filing, prosecuting and maintaining all patent applications under the ASU license. Under the
license agreement, OXiGENE has agreed to diligently proceed with the development, manufacture and
sale of products using the licensed technology. ASU has the first responsibility of enforcing
patents under the license agreement. Either party may terminate the license agreement upon
material default or bankruptcy of the other party. Payments made to ASU to date have amounted to
$2,500,000. The agreement is to terminate upon the expiration of the
licensed patents or within two months of receipt of
written notice of termination from OXiGENE. The latest United States
patent licensed under this agreement is scheduled to expire in
October 2021.

     OXiGENE also has a license from Baylor University. The Baylor license is an exclusive license
to all novel compositions developed for the treatment of vascular disorders, inflammation,
parasitic diseases and infections, fungal diseases and infections and/or cancer. OXiGENE has the
right to grant sublicenses under the Baylor license. The agreement with Baylor stipulates that
low-single-digit royalties will be paid by OXiGENE should sales be generated through use of
Baylor’s compounds, or a minimum annual royalty payment of $20,000. OXiGENE is not required to pay
Baylor for use of Baylor’s compounds other than pursuant to this royalty arrangement. OXiGENE is
entitled to file, prosecute and maintain patent applications on products for which it has a license
under this agreement. OXiGENE has made a one-time payment of $50,000 for the licensing fee that
was used as a credit against research expenses generated by Baylor. Either party may terminate the
license agreement upon material

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

October 15, 2010

Page 3

default of the other party. The term of the license shall end upon the expiration of the licensed
patents. The latest United States patent licensed under this
agreement is scheduled to expire in 2028.

Patents and Trade Secrets, page 19

     3. Comment: Please expand your disclosure concerning your patents and proprietary
rights to identify the material patents you own or license by jurisdiction, duration and the
products to which each patent relates.

     Response: The Company agrees to provide the following disclosure in future filings requiring
disclosure under Item 101 of Regulation S-K, including its next Annual Report on Form 10-K.

Patents and Proprietary Rights

     OXiGENE actively seeks to protect the proprietary technology that it considers important to
its business, including chemical species, compositions and forms, their methods of use and
processes for their manufacture, as well as modified forms of naturally-expressed receptors, in the
United States and other jurisdictions internationally that it considers key pharmaceutical markets.
OXiGENE also relies upon trade secrets and contracts to protect its proprietary information.

     As of June 30, 2010, OXiGENE was the exclusive licensee, sole assignee or co-assignee of
twenty-nine (29) granted United States patents, twenty (20) pending United States patent
applications, and granted patents and/or pending applications in several other major markets,
including the European Union, Canada and Japan. OXiGENE’s policy is to file United States and
foreign patent applications to protect technology, inventions and improvements to inventions that
are commercially important to the development of its business. There can be no assurance that any
of these patent applications will result in the grant of a patent either in the United States or
elsewhere, or that any patents granted will be valid and enforceable, or will provide a competitive
advantage or will afford protection against competitors with similar technologies. OXiGENE also
intends to rely upon trade secret rights to protect other technologies that may be used to discover
and validate targets and that may be used to identify and develop novel drugs. OXiGENE seeks
protection, in part, through confidentiality and proprietary information agreements.

     OXiGENE considers the following United States patents owned by or exclusively licensed to
OXiGENE to be particularly important to the protection of its most advanced product candidates.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

October 15, 2010

Page 4

    Product Candidate

    Patent Scope

    Patent Expiration

    Zybrestat*

    Methods of modulating tumor growth or metastasis by
administration of combretastatin A-4 phosphate and
paclitaxel

    December 2021

    Lyophilized or crystalline
combretastatin A-4
phosphate tromethamine

    September 2021

    OXi-4503**

    Composition of matter for combretastatin A-1 (active)

    April 2012

    Composition of matter for OXi4503
(combretastatin-A1-disodium-phosphate
pro-drug)

    October 2021

    *

    In-licensed from Bristol-Myers Squibb

    **

    In-licensed from Arizona State University

     In addition to these patents, for some of OXiGENE’s product candidates, it has patents and/or
applications that cover a particular form or composition, used as part of combination therapy or
method of preparation or use, as well as other pending patent applications. These issued patents,
including any patents that issue from pending applications, could provide additional or a longer
period of protection. OXiGENE also has patent applications pending that seek equivalent or
substantially comparable protection for its product candidates in jurisdictions internationally
that it considers key pharmaceutical markets.

     The patent expiration dates referenced above do not reflect any potential patent term
extension that OXiGENE may receive under the federal Drug Price Competition and Patent Term
Restoration Act of 1984, known as the Hatch-Waxman Act. The Hatch-Waxman Act generally permits a
patent extension term of up to five years as compensation for patent term lost during the FDA
regulatory review process. Patent extension cannot extend the remaining term of a patent beyond a
total of 14 years. The patent term restoration period is generally one-half of the time between
the effective date of an investigational new drug application, or IND, and the submission date of a
new drug application, or NDA, plus the time between the submission date and approval date of an
NDA. Only one patent applicable to an approved drug is eligible for the extension, and the
extension must be applied for prior to expiration of the patent. The United States Patent and
Trademark Office, in consultation with the FDA, reviews and approves applications for patent term
extension.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

October 15, 2010

Page 5

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect
to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 210-6820. Thank you for
your time and attention.

    Sincerely,

    /s/ Asya S. Alexandrovich

    Asya S. Alexandrovich

    cc:

    Securities and Exchange Commission

       Jeffrey Riedler, Esq.

    OXiGENE, Inc.

       Dr. Peter J. Langecker

       Mr. James B. Murphy

       D. Clinton Webb, Esq.

CORRESP
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Megan N. Gates • 617 348 4443 • mngates@mintz.com

One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

www.mintz.com

August 9, 2010

Via EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

Mail Stop 6010

    100 F Street, N.E.

Washington, DC 20549

    Attention: Scot Foley, Esq.

    Re:

    OXiGENE, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 16, 2010

File No. 000-21990

Ladies and Gentlemen:

     On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated August 5, 2010 from Jeffrey Riedler of the Staff to James B.
Murphy, the Company’s Vice President and Chief Financial Officer (the “Comment Letter”).

     As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

Research and Development and Collaborative Agreements, page 10

     1. Comment: Elsewhere in your disclosure you make reference to your Research
Collaboration and License Agreement with Bristol-Myers Squibb Company, which you have filed as an
exhibit to your annual report. Please revise your disclosure to include the material terms of this
agreement. If you believe this disclosure is unnecessary, please provide us with the basis for
this belief.

     Response: The Company agrees to provide the requested disclosure in future filings requiring
disclosure under Item 101 of Regulation S-K, including its next Annual Report on Form 10-K, as
discussed with Mr. Foley on August 6, 2010.

     2. Comment: Please revise the disclosure concerning your two license agreements to
state the range of royalties that may be paid to Arizona State University and Baylor University.
An acceptable royalty range is as follows: “single-digits,” “teens,” “twenties,” etc. Please also
state the duration and termination provisions of the agreement with Baylor University.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston • Washington • New York • Stamford • Los Angeles • Palo Alto • San Diego • London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

August 9, 2010

Page 2

     Response: The Company agrees to provide the requested disclosure in future filings
requiring disclosure under Item 101 of Regulation S-K, including its next Annual Report on Form
10-K.

Patents and Trade Secrets, page 19

     3. Comment: Please expand your disclosure concerning your patents and
proprietary rights to identify the material patents you own or license by jurisdiction, duration
and the products to which each patent relates.

     Response: The Company agrees to provide the requested disclosure in future filings
requiring disclosure under Item 101 of Regulation S-K, including its next Annual Report on Form
10-K.

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect
to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 348-4443. Thank you for
your time and attention.

Sincerely,

/s/ Megan N. Gates

Megan N. Gates

    cc:

    Securities and Exchange Commission

    Jeffrey Riedler, Esq.

    OXiGENE, Inc.

    Dr. Peter J. Langecker

    Mr. James B. Murphy

    D. Clinton Webb, Esq.

Via Facsimile and U.S. Mail

                                                                                                August 5 , 2010

James B. Murphy
Vice President and Chief Financial Officer
OXiGENE, Inc.
701 Gateway Boulevard, Suite  210
South San  Francisco, CA  94080

Re: OXiGENE, Inc.
  Form 10 -K for the Fiscal Year Ended December 31 , 2009
  Filed March 16 , 2010
  File No. 000-21990

Dear Mr. Murphy :

 We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we ma y better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response. If you do not believe our comments  apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional c omments.

Research and Development and Collaborative Agreements, page 10

1. Elsewhere in your disclosure you make reference to your Research Collaboration
and License Agreement with Bristol -Myers Squibb Company, which you have
filed as an exhibit to your annual report. Please revise your disclosure to include
the material terms of this agreement. If you believe this disclosure is unnecessary,
please provide us with the basis for this belief.

2. Please revi se the disclosure concerning your two license agreements to state the
range of royalties that may be paid to Arizona State University and to Baylor
University. An acceptable royalty range is as follows: “single -digits,” “teens,”

James B. Murphy
OXiGENE, Inc.
August 5, 2010
Page 2

 “twenties,” etc. Please als o state the duration and termination provisions of the
agreement with Baylor University.

Patents and Trade Secrets, page 19

3. Please expand your disclosure concerning your patents and proprietary rights to
identify the material patents you own or license b y jurisdiction, duration and the
product to which each patent relates.

*    *    *    *

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all app licable Exchange Act rules require. Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments , please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose th e Commission from taking any action with respect to the filing;

 and the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact Scot Foley  at (202) 551 -3383  or me  at (202) 551 -3715  with any
questions.

Sincerely,

Jeffrey Riedler
Assistant Director

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OXiGENE, Inc.

701 Gateway Blvd., Suite 210

South San Francisco, California 94080

April 28, 2010

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer Riegel, Esq.

    RE:

    OXiGENE, Inc.

    Registration Statement on Form S-3 (File No. 333-165826)

    Acceleration Request

Dear Ms. Riegel:

     Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended,
OXiGENE, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the
above-captioned Registration Statement on Form S-3 be accelerated to Thursday, April 29, 2010, at
4:00 p.m. Eastern Time, or as soon as practicable thereafter.

     The Company acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

     The cooperation of the staff in meeting the timetable described above is very much
appreciated.

     Any questions regarding this request should be addressed to Asya S. Alexandrovich, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts
02111, telephone (617) 210-6820.

    Very truly yours,

OXiGENE, Inc.

    /s/ James B. Murphy

    By:  James B. Murphy

    Its: Vice President and Chief
Financial Officer

    cc:

    Jeffrey P. Riedler, Esq., Securities and Exchange Commission

    Jonathan L. Kravetz, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Megan N. Gates, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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    One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

    Megan N. Gates | 617 348 4443 | mgates@mintz.com

    www.mintz.com

April
15, 2010

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Riegel, Esq.

    Re:

     OXiGENE, Inc.

Registration Statement on Form S-3

Filed March 31, 2010

File No. 333-165826

Ladies and Gentlemen:

     On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated April 6, 2010 from Jeffrey Riedler, Esq. of the Staff to Peter J.
Langecker, M.D., Ph.D., the Company’s Chief Executive Officer (the “Comment Letter”) relating to
the above-captioned Registration Statement (the “Registration Statement”). The Registration
Statement relates to the resale of securities issued in a private placement of common stock, $0.01
par value per share, and warrants to purchase common stock (the “Offering”).

     As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

General

     1. Comment: You are seeking to register the resale of your Series A Warrants and Series
C Warrants, but not the resale of your Series B Warrants and Series D Warrants. Please tell us why
you are not seeking to register the resale of your Series B Warrants and Series D Warrants.

     Response: The Company is not seeking to register the resale of its Series B Warrants and
Series D Warrants because, by agreement with the holders of the securities purchased in the
Offering, the Company is not obligated to apply to list the Series B Warrants and the Series D
Warrants for trading on the Over-the-counter Bulletin Board (the “OTCBB”). By contrast, the

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 15, 2010

Page 2

Company
is obligated to apply to list the Series A Warrants and the Series C Warrants on the OTCBB. In
order to be accepted to trade on the OTCBB, a security must be registered under the Securities Act
of 1933, as amended. As a result, in order to meet the obligation to have the Series A Warrants and
the Series C Warrants listed for trading on the OTCBB, the Company seeks to have the resale of the
Series A Warrants and the Series C Warrants registered on the Registration Statement.

     2. Comment: Your legal opinion states, “Series C Warrants have been duly authorized and
reserved for issuance, and, when issued upon exercise of the Series B Warrants in accordance with
their terms, will be validly issued and constitute legal, valid and binding agreements of the
Company.” Since your Series C Warrants will not be issued until the Series B Warrants are
exercised, it is premature to register the resale of the Series C warrants and the shares
underlying the Series C warrants at this time. Please revise your registration statement to remove
from registration the Series C Warrants and the shares of common stock underlying these Series C
Warrants. Please also revise your disclosure to clarify that these Series C Warrants are not
outstanding and are not being registered for resale.

     Response: Please note that the Series C Warrants were issued at the closing of the Offering,
as indicated in the description of the offering on page 5 of the prospectus (under “Private
Placement of Common Shares and Warrants.” The disclosure in our legal opinion incorrectly conveyed
the impression that the Series C Warrants had not been issued, whereas in fact they have been
issued. The Series C Warrants are simply not exercisable until the Series B Warrants have
been exercised. We have revised our legal opinion to clarify that the Series C Warrants have indeed
been issued and to correct this misimpression.

     3. Comment: You are seeking to register the resale of the shares of common stock underlying
some of the Series A Warrants, Series B Warrants, Series C Warrants and Series D Warrants, but not
all the shares of common stock underlying these warrants. Please revise your disclosure throughout
your registration statement, including your registration fee table and selling securityholder
table, to clearly state the number of shares of common underlying your
Series A Warrants that are registered for resale on this registration statement. Similar
disclosure should be made for the shares of common stock underlying your Series B Warrants and
Series D Warrants.

     Response: The Company has revised the disclosure throughout the registration statement, including in the
registration fee table and the selling securityholder table, to indicate the specific numbers of
shares of common stock underlying each of the Series A Warrants, Series B Warrants, Series C
Warrants and Series D Warrants that are being registered for resale on this registration statement.

Private Placement of Common Shares and Warrants, page 5

     4. Comment: In connection with your Series B Warrants, Series C Warrants and Series D
Warrants you refer to “the date on which [your] stockholders approve the issuance of shares in the
transaction.” In each instance, please revise your disclosure to clarify whether you are seeking
to have your stockholders approve the exercise of the respective warrants or the private placement
that occurred on March 12, 2010. Please also disclose why you are seeking to have

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 15, 2010

Page 3

your stockholders approve the issuance of shares. For example, are you seeking this approval in
connection with a stock exchange rule and/or a change of control provision?

     Response: We have revised the disclosure on page 7 of the prospectus to clarify further
that the Company will be seeking stockholder approval of the issuance of shares pursuant to the
exercise of the warrants issued in connection with the Offering in order to satisfy NASDAQ
Marketplace Rule 5635(d), which requires stockholder approval of the issuance of shares in an
amount exceeding 19.9% of a listed company’s issued and outstanding shares at a price that is less
than the greater of the book or market value of such shares.

     5. Comment: You disclose that your Series B Warrants and Series C Warrants are exercisable
upon the earlier of the six month anniversary of the closing date or the date on which your
stockholders approve the transaction. Since these warrants may be exercisable prior to date upon
which your stockholders approve the transaction, please expand your disclosure to disclose the
consequences if the shares of common stock underlying the warrants are issued without stockholder
approval.

     Response: We have revised the disclosure on pages 6 and 7 of the prospectus in order to
clarify that the Company will not be permitted to issue shares upon exercise of the warrants if
such issuance would cause the Company to exceed the number of shares of common stock that are
issuable without violating NASDAQ Marketplace Rule 5635(d), as described above in the response to
Comment 4.

Incorporation of Certain Documents by Reference, page 24

     6. Comment: We note that your registration statement incorporates by reference materials
from your Annual Report on Form 10-K for the year ended December 31, 2009. This filing does not
contain information in Part III that is required by Form 10-K. Please amend your filing to include
Part III information, or file a proxy statement to incorporate this information into your filing by
reference. Your filing must be complete before we take final action on the registration statement.

     Response: The Company supplementally advises the Staff that it intends to
file an amendment to its Annual Report on Form 10-K, in order to incorporate the
information required by Part III of the Annual Report on Form 10-K into the Registration Statement
by reference, within the next few business days.

     7. Comment: Please revise your filing to incorporate by reference your Form 8-K filed on
April 5, 2010. See Question 123.05 of the Securities Act Forms Compliance and Disclosure
Interpretations.

     Response: The Company has revised the Registration Statement to incorporate by reference the Form 8-K filed on April 5, 2010.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 15, 2010

Page 4

Exhibit 5.1

     8. Comment: Please revise your legal opinion to include all securities which you are seeking
to register on your registration statement. For example, it does not appear that you have included
your 6,578,945 Series A Warrants to purchase common stock or the Rights to purchase common stock in
this legal opinion.

     Response: We have revised our legal opinion to include all securities which the Company is
seeking to register on the Registration Statement.

     In addition, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with
respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 348-4443. Thank you for
your time and attention.

Sincerely,

/s/
Megan N. Gates

Megan N. Gates

    cc:

    Securities and Exchange Commission

         Jeffrey Riedler, Esq.

         Suzanne Hayes, Esq.

    OXiGENE, Inc.

         Peter J. Langecker, M.D., Ph.D.

         D. Clinton Webb, Esq.

         James B. Murphy

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

         Jonathan L. Kravetz, Esq.

Mail Stop 4720          A p r i l  6 ,  2 0 1 0    Peter J. Langecker, M.D., Ph.D. Chief Executive Officer OXiGENE, Inc. 701 Gateway Blvd., Suite 210 South San Francisco, CA 94080
 Re: OXiGENE, Inc.
  Registration Statement on Form S-3
  Filed March 31, 2010
  File No. 333-165826
 Dear Dr. Langecker:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. You are seeking to register the resale of your Series A Warrants and Series C
Warrants, but not the resale of your Seri es B Warrants and Series D Warrants.
Please tell us why you are not seeking to register the resale  of your Series B
Warrants and Series D Warrants.

2. Your legal opinion states, “Series C Warrants have been duly authorized and reserved for issuance, and, when issued upon exercise of  the Series B Warrants in
accordance with their terms, will be validly issued and constitute legal, valid and

Peter J. Langecker, M.D., Ph.D.
OXiGENE, Inc.  April 6, 2010 Page 2

binding agreements of the Company.”  Si nce your Series C Warrants will not be
issued until the Series B Warrants are exer cised, it is premature to register the
resale of the Series C warrants and the sh ares underlying the Series C warrants at
this time.  Please revise your registrati on statement to remove from registration
the Series C Warrants and the shares of common stock underlying these Series C Warrants.  Please also revise your disclo sure to clarify that these Series C
Warrants are not outstanding and are not being registered for resale.

3. You are seeking to register the resale of the shares of common stock underlying
some of the Series A Warrants, Series B Warrants, Series C Warrants and Series
D Warrants, but not all the shares of common stock underlying these warrants.
Please revise your disclosure throughout your registration statement, including your registration fee table and selling secu rityholder table, to clearly state the
number of shares of common underlyi ng your Series A Warrants that are
registered for resale on this registration st atement.  Similar disclosure should be
made for the shares of common stoc k underlying your Series B Warrants and
Series D Warrants.
 Private Placement of Common Sh ares and Warrants, page 5

4. In connection with your Series B Warra nts, Series C Warrants and Series D
Warrants you refer to “the date on whic h [your] stockholders approve the issuance
of shares in the transaction.”  In each in stance, please revise your disclosure to
clarify whether you are seeking to have your  stockholders approve  the exercise of
the respective warrants or the private placement that occurred on March 12, 2010.  Please also disclose why you are seeking to have your stockholders approve the
issuance of shares.  For example, are you seeking this approval in connection with
a stock exchange rule and/or a change of control provision?

5. You disclose that your Series B Warrant s and Series C Warrants are exercisable
upon the earlier of the six month anniversary of the closing date or the date on
which your stockholders appr ove the transaction.  Since these warrants may be
exercisable prior to date upon which your stockholders approve the transaction,
please expand your disclosure to disclose  the consequences if the shares of
common stock underlying the warrants are issued without stoc kholder approval.
 Incorporation of Certain Docu ments by Reference, page 24

6. We note that your registration statement in corporates by reference materials from
your Annual Report on Form 10-K for the year ended December 31, 2009.  This filing does not contain information in Part III that is required by Form 10-K.
Please amend your filing to include Part III information, or file a proxy statement to incorporate this information into your filing by reference.  Your filing must be complete before we take final acti on on the registration statement.

Peter J. Langecker, M.D., Ph.D.
OXiGENE, Inc.  April 6, 2010 Page 3

7. Please revise your filing to incorporate by reference your Form 8-K filed on April
5, 2010.  See Question 123.05 of the S ecurities Act Forms Compliance and
Disclosure Interpretations.
 Exhibit 5.1

8. Please revise your legal opini on to include all securities  which you are seeking to
register on your registration statement. For example, it does not appear that you
have included your 6,578,945 Series A Warrant s to purchase common stock or the
Rights to purchase common st ock in this legal opinion.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Peter J. Langecker, M.D., Ph.D.
OXiGENE, Inc.  April 6, 2010 Page 4
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
  We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Jennifer Riegel at (202) 551-3575, Suzanne Hayes at (202) 551-3675 or me at (202) 551- 3715 with any questions.
             S i n c e r e l y ,
        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r   cc: Jonathan L. Kravetz, Esq.
Megan N. Gates, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  One Financial Center  Boston, Massachusetts 02111

Mail Stop 6010                                                                                                   April 6, 2009   James B. Murphy Vice President and Chief Financial Officer OXiGENE, Inc. 230 Third Avenue Waltham, MA 02451
 Re: OXiGENE, Inc.
  Schedule 14A
  Filed March 25, 2009   File No. 0-21990

Dear Mr. Murphy:
  We have completed our review of  your preliminary proxy statement on
Schedule 14A and have no further comments at this time.

Sincerely,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

cc: Asya S. Alexandrovich  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center Boston, MA 02111

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Asya S. Alexandrovich |  617 210 6820 |  aalexandrovich@mintz.com

    One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

www.mintz.com

April 3, 2009

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Riegel, Esq.

    Re:

    OXiGENE, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 25, 2009

File No. 0-21990

Ladies and Gentlemen:

          On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated April 1, 2009 from Jeffrey Riedler of the Staff to James B.
Murphy, the Company’s Vice President and Chief Financial Officer (the “Comment Letter”).

          As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

General

          1. Comment: Please revise to disclose whether you currently have, or do not have, any plans
to issue any of the additional authorized but unissued shares that would be available as a result
of the approval of any of the amendments to the Restated Certificate of Incorporation, including
the increase in authorized shares of common and preferred stock and the additional authorized
shares available as a result of the reverse stock split.

          Response: In response to the Staff’s comment, the Company has deleted the third sentence in
the third paragraph under Proposal 2 on page 8 and replaced it with the following sentence.

          “We currently have no specific understandings, arrangements, agreements or other plans to
issue, in connection with future acquisitions, financings or otherwise, any of the additional

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 3, 2009

Page 2

authorized but unissued shares that would be available as a result of the proposed increase in the
number of authorized shares of our common stock.”

          In addition, the Company has added disclosure to the effect that it has no present plans to
issue any shares of preferred stock in the paragraph provided below in response to Comment 2.

          The Company has also added the following sentence at the end of the first full paragraph on
page 10 under Proposal 4.

          “We currently have no specific understandings, arrangements, agreements or other plans to
issue, in connection with future acquisitions, financings or otherwise, any of the unissued and
currently-authorized shares that would become available as a result of the proposed approval and
actual implementation of the reverse stock split of our common stock.”

Proposal 3, page 9

          2. Comment: Please revise your disclosure to include a discussion of the ramifications of
blank check preferred stock.

          Response: In response to the Staff’s comment, the Company has deleted the third paragraph
under Proposal 3 on page 9 and replaced it with the following paragraph.

          “Shares of preferred stock, if issued, would have priority over the common stock with respect
to dividends and other distributions, including the distribution of assets upon liquidation. We
will not solicit further authorization by vote of the stockholders for the issuance of the
preferred stock proposed to be authorized, except as required by law, regulatory authorities or
rules of the NASDAQ Stock Market or any other stock exchange on which our shares may then be
listed. Our Board of Directors has the authority, without further stockholder authorization, to
issue from time to time shares of preferred stock in one or more series and to fix the terms,
limitations, relative rights and preferences and variations of each series. Any preferred stock
issued by us in the future will have no more than one vote per share and will not be issued
specifically for anti-takeover purposes. Although we have no present plans to issue any shares of
preferred stock for any purpose, the issuance of shares of preferred stock, or the issuance of
rights to purchase such shares, could decrease the amount of earnings and assets available for
distribution to the holders of common stock, could adversely affect the rights and powers,
including voting rights, of
the common stock, and could have the effect of delaying, deterring or preventing a change in
control of us or an unsolicited acquisition proposal.”

Proposal 4, page 9

          3. Comment: Please disclose the number of shares that will be outstanding and authorized
following the reverse split assuming a 1:2 reverse split and a 1:10 reverse split.

          Response: In response to the Staff’s comment, the Company has added the following paragraph
after the first paragraph on page 12 under Proposal 4.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 3, 2009

Page 3

          “The following table sets forth the numbers of shares of our common stock that would be issued
and outstanding, authorized and available for issuance following the reverse stock split assuming a
1:2 reverse split and a 1:10 reverse split. The numbers in the table below are based on the
100,000,000 shares of common stock currently authorized and approximately 46,148,325 shares of our
common stock issued and outstanding (excluding treasury shares) and approximately 3,367,625 shares
reserved for issuance upon the conversion of existing securities and exercise of options or
warrants granted under our various stock-based plans and certain agreements as of March 20, 2009.

    Shares Issued and

    Shares Available

    Reverse Stock Split Ratio

    Outstanding

    Shares Authorized

    for Issuance

    1:2

    23,074,162

    100,000,000

    75,242,026

    1:10

    4,614,832

    100,000,000

    95,048,406

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 3, 2009

Page 4

          The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect
to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

          We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 210-6820. Thank you for
your time and attention.

    Sincerely,

    /s/ Asya S. Alexandrovich

    Asya S. Alexandrovich

    cc:

    Securities and Exchange Commission

   Jeffrey Riedler, Esq.

   Jennifer Riegel, Esq.

    OXiGENE, Inc.

       Mr. John A. Kollins

   Mr. James B. Murphy

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

       Jonathan L. Kravetz, Esq.

   Megan N. Gates, Esq.

Mail Stop 6010       April 1, 2009   James B. Murphy Vice President and Chief Financial Officer OXiGENE, Inc. 230 Third Avenue Waltham, MA 02451
 Re: OXiGENE, Inc.
  Preliminary Proxy Statement on Schedule 14A
  Filed March 25, 2009   File No. 0-21990

Dear Mr. Murphy:
This is to advise you that we have limited our review of the above proxy statement to the
issues identified below.  We will make no further review of this filing.
Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may or may not raise additional comments.  General

1. Please revise to disclose whether you currently have, or do not have, any plans to issue any of the additional authorized but unissued shares that would be available as a result of the approval of the any of the amendments to  the Restated Certificate of Incorporation,
including the increase in authorized shares of common and preferred stock and the additional authorized shares available as a result of the reverse stock split.
 Proposal 3, page 9

2. Please revise your disclosure to include a discussion of the ramifications of blank check preferred stock.

James B. Murphy
OXiGENE, Inc. April 1, 2009 Page 2  Proposal 4, page 9

3. Please disclose the number of shares that will be outstanding and authorized following the reverse split assuming a 1:2 reverse split and a 1:10 reverse split.

* * *
  As appropriate, please revise your proxy statement in response to these comments.  You may wish to provide us with marked copies of the revised document to expedite our review.  Please furnish a response letter that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Jennifer Riegel at (202) 551-3575 with any questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r

CORRESP
1
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Megan N. Gates  |  617 348 4443  |  mngates@mintz.com

    One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

www.mintz.com

October 21, 2008

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, DC 20549

Attention:  Jennifer Riegel, Esq.

    Re:

    OXiGENE, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed October 10, 2008

File No. 0-21990

Ladies and Gentlemen:

     On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated October 17, 2008 from Jeffrey Riedler of the Staff to James B.
Murphy, the Company’s Vice President and Chief Financial Officer (the “Comment Letter”).

     As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

Proposal 1, page 3

     1.   Comment:   Please revise your proxy statement to disclose the aggregate number of
shares that could be issued under all of the share issuance agreements. Please also include in
this revised disclosure the percentage of your outstanding shares that will be held by Symphony ViDA
Holdings LLC if these shares are all issued.

     Response:   In response to the Staff’s comment, the Company has added the following paragraph
after the first paragraph on page 3 under Proposal 1.

     The aggregate number of shares that we are requesting approval to issue under the Share
Issuance Agreements is 26,281,877 shares of our common stock. If all of these shares were to be
issued, and assuming no other issuances of shares, based on our currently outstanding shares of
common stock, Holdings would own approximately 52.4% of our common stock. The 26,281,877 shares
issuable under

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

October 21, 2008

Page 2

the Share Issuance Agreements are comprised of the following numbers of shares: (1)
11,281,877 shares underlying the warrant issued to Holdings on October 17, 2008, (2) 1,000,000
shares issuable pursuant to the Additional Funding Agreement, (3) 4,000,000 shares issuable
pursuant to the Novated and Restated Technology License Agreement, and (4) 10,000,000 shares
issuable pursuant to the Purchase Option Agreement. While the numbers of shares issuable pursuant
to the warrant and the Novated and Restated Technology License Agreement are fixed, the numbers of
shares issuable pursuant to the Additional Funding Agreement and the Purchase Option Agreement will
be based, in part, on our stock price at the time the shares are issued. We have calculated these
assumed numbers of shares using a stock price of $1.00 per share. Please note that the aggregate
number of shares issuable under the Share Issuance Agreements represents an estimate based on the
current price of our common stock, and may change.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 348-4443. Thank you for
your time and attention.

    Sincerely,

    /s/ Megan N. Gates

    Megan N. Gates

    cc:

    Securities and Exchange Commission

          Jeffrey Riedler, Esq.

          Jennifer Riegel, Esq.

    OXiGENE, Inc.

          Mr. John A. Kollins

          Mr. James Murphy

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

          Jonathan L. Kravetz, Esq.

Mail Stop 6010                                                                                                   October 21, 2008   James B. Murphy Vice President and Chief Financial Officer OXiGENE, Inc. 230 Third Avenue Waltham, MA 02451
 Re: OXiGENE, Inc.
  Schedule 14A
  Filed October 10, 2008   File No. 0-21990

Dear Mr. Murphy:
  We have completed our review of  your preliminary proxy statement on
Schedule 14A and have no further comments at this time.

Sincerely,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

cc: Megan N. Gates  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center Boston, MA 02111

Mail Stop 6010          October 17, 2008   James B. Murphy Vice President and Chief Financial Officer OXiGENE, Inc. 230 Third Avenue Waltham, MA 02451
 Re: OXiGENE, Inc.
  Schedule 14A
  Filed October 10, 2008   File No. 0-21990

Dear Mr. Murphy:   We have reviewed your filing and have the following comment.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Proposal 1, page 3

1. Please revise your proxy statement to disclose the aggregate number of shares that could be issued under all of the share issuance agreements.  Please also include in this revised disclosure the percentage of your outstanding shares that will be held by Symphony ViDA Holdings LLC if these shares are all issued.

* * *

James B. Murphy
OXiGENE, Inc. October 17, 2008 Page 2
 As appropriate, please revise your filing in response to this comment.  You may
wish to provide us with marked copies to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   You may contact Jennifer Riegel at (202) 551-3575 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
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corresp

     April 25, 2008

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, DC 20549

    Re:

    OXiGENE, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed April 18, 2008

    File No. 0-21990

Ladies and Gentlemen:

     On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated April 24, 2008 from Jeffrey Riedler of the Staff to Richard Chin,
M.D., the Company’s President and Chief Executive Officer (the “Comment Letter”).

     As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

Schedule 14A

Proposal No. 2: The Issuance of Up to 5,708,035 Shares of Our Common Stock Under the Committed
Equity Financing Facility, page 7

     1. Comment: Please include a brief discussion setting forth the specific uses of
the proceeds from the issuance of stock to Kingsbridge.

     Response: In response to the Staff’s comment, the Company has revised the disclosure on page
8.

     2. Comment: We note your brief discussion regarding the dilutive effect and potential
decrease in stock price that may result in connection with the issuance of stock to Kingsbridge.
Please expand your discussion to include the specific dilutive effect of issuing shares as the
price of your common stock decreases. Please also discuss the reasons your stock price may
decrease as a result of the issuance of stock to Kingsbridge.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 25, 2008

Page 2

     Response: In response to the Staff’s comment, the Company has revised the disclosure on page
8.

     3. Comment: Please revise your disclosure to include a table setting forth the specific
number of shares that could be issued based on the current price. The information on the table
should also include the specific discounted price that Kingsbridge would pay for the shares of
common stock.

     Response: In response to the Staff’s comment, the Company has revised the disclosure on page
8.

Summary of the CEFF, page 8

     4. Comment: It appears you are incorporating by reference to the proxy statement
the purchase agreement filed as an exhibit to your Form 8-K filed on February 21, 2008. In that
regard, please note that such incorporation should comply with Note D to Schedule 14A, which
requires, among other things, disclosure on the last page of your proxy statement regarding the use
of incorporation by reference. Please revise your document accordingly. In the alternative,
please file the purchase agreement as an appendix to your proxy statement.

     Response: In response to the Staff’s comment, the Company has filed the purchase agreement
as Appendix A to the proxy statement.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

*      *      *

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 25, 2008

Page 3

     We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 348-4443. Thank you for
your time and attention.

    Sincerely,

    /s/ Megan N. Gates

    Megan N. Gates

    cc:

    Securities and Exchange Commission

         Jeffrey Riedler, Esq.

         Song P. Brandon, Esq.

    OXiGENE, Inc.

         Richard Chin, M.D.

         Mr. James Murphy

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

         Jonathan L. Kravetz, Esq.

Mail Stop 6010        April 25, 2008  Richard Chin, M.D.  President and Chief Executive Officer Oxigene, Inc.  230 Third Avenue Waltham, MA  02451
Re:   Oxigene, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed April 18, 2008
  File No. 0-21990
Dear Dr. Chin:

We have completed our review of your proxy statement and have no further comments at
this time.  Please contact Song Brandon at (202) 551-3621 with any questions.         S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r    cc: Megan N. Gates, Esq.   Asya S. Alexandrovich, Esq.   Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.   One Financial Center  Boston, MA  02111

Mail Stop 6010
April 24, 2008
 Richard Chin, M.D.  President and Chief Executive Officer Oxigene, Inc.  230 Third Avenue Waltham, MA  02451
Re:   Oxigene, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 18, 2008
 File No. 0-21990

Dear Dr. Chin:
This is to advise you that we have lim ited our review of the above referenced
proxy statement to only the issues identified below.

Schedule 14A

 Proposal No. 2:  The Issuance  of Up to 5,708,03 5 Shares of Our Co mmon Stock Under the
Committed Equity Financ ing Facility, page 7
1. Please include a brief discussion setting forth the specific uses of the proceeds
from the issuance of stock to Kingsbridge.
2. We note your brief discussion regarding the dilutive effect and potential decrease
in stock price that may result in conn ection with the issuance of stock to
Kingsbridge. Please expand your discussion to  include the specifi c dilutive effect
of issuing shares as the price of your  common stock decreases.  Please also
discuss the reasons your stock price may d ecrease as a result of the issuance of
stock to Kingsbridge.
3. Please revise your disclosure to include a table setting forth the specific number
of shares that could be issued based on  the current price. The information on the
table should also include th e specific discounted price that Kingsbridge would pay
for the shares of common stock.

Summary of the CEFF, page 8
4. It appears you are incorpor ating by reference to the proxy statement the purchase
agreement filed as an exhi bit to your Form 8-K filed on February 21, 2008.  In
that regard, please note that such inco rporation should comply with Note D to
Schedule 14A, which requires, among other th ings, disclosure on the last page of
your proxy statement regarding the use of  incorporation by reference. Please
revise your document accordingly.  In the alternative, please file the purchase
agreement as an appendix to your proxy statement.

* * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with a marked copy of the amendmen t to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact Song Brandon at (202) 551- 3621 or me at (202) 551-3715 with any
questions.          S i n c e r e l y ,             J e f f r e y  R i e d l e r          A s s i s t a n t  D i r e c t o r