OXIGENE INC
EXHIBIT 10.13
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh1013.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
                                                                   Exhibit 10.13


CONFIDENTIAL TREATMENT REQUESTED AS TO PORTIONS OF THIS DOCUMENT, WHICH PORTIONS
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURTIES AND EXCHANGE
COMMISSION.


                              EMPLOYMENT AGREEMENT

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

                              W I T N E S S E T H:

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

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

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

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

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

     "Good Reason" means the occurrence, without the Executive's express written
consent,  of any of the  following:  (i) the  assignment to the Executive of any
duties or  responsibilities  inconsistent  with his  status as  Chairman  of the
Board,  his removal from that position,  a diminution in the nature or status of
his  responsibilities  from those in effect immediately prior to the date hereof
or the  employment  by the  Company  of an  executive  officer  more  senior  to


<PAGE>

Executive;  (ii) relocation of the Executive's  principal place of employment by
more than 5 miles from its location as of the date  hereof;  or (iii) a material
breach of this Agreement by the Company.

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

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

     3. Duties.

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

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

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

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

                                      -2-
<PAGE>

50,000 Share Option may be exercised on a "cashless"  basis,  in accordance with
the form of the Company's  standard stock option  agreement,  a copy of which is
annexed hereto.

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

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

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

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

     10.  No  Solicitation;  Confidentiality;  Work for Hire.

     10.1 For a period of one (1) year after the Termination  Date,  neither the
Executive nor any  Executive-Controlled  Person (as defined below) will, without
the prior  written  consent of the Board,  directly  or  indirectly  solicit for
employment, or  make an  unsolicited recommendation to any  other person that it

                                      -3-
<PAGE>

employ or solicit for  employment,  any person who is or was, at any time during
the nine (9) month period prior to the Termination  Date, an officer,  executive
or key  employee  of OXiGENE or of any  affiliate  of  OXiGENE.  As used in this
Agreement,  the term  "Executive-Controlled  Person"  shall  mean  any  company,
partnership,  firm or other entity as to which Executive possesses,  directly or
indirectly,  the power to direct or cause the  direction of the  management  and
policies of such entity, whether through the ownership of voting securities,  by
contract or otherwise,  Notwithstanding the foregoing,  this provision shall not
apply to the  solicitation  of  individuals  who have, for at least one (1) year
prior to the Termination Date, not been employed by OXiGENE.

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

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

                                      -4-
<PAGE>

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

     18. Location. The Executive will be located in or around New York City, New
York, and the Company will provide the Executive with suitable  office space and
staff.

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

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

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

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

     23.  Counterparts.  This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an

                                      -6-
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original but all such  counterparts  together shall  constitute one and the same
instrument. Each counterpart may consist of two copies hereof each signed by one
of the parties hereto.

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

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

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

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

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


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


                                                OXiGENE, Inc.


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

                                      -7-

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</DOCUMENT>
