AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.56

AMENDMENT No. 2 TO
EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (the “Amendment”) is entered into as of January 20, 2009 (the “Amendment Effective Date”) by and between OXiGENE, Inc., a Delaware corporation (“OXiGENE”) and James B. Murphy, an individual (the “Executive”), and amends the Employment Agreement (the “Agreement”) entered into by and between OXiGENE and Executive as of February 23, 2004 and amended as of December 30, 2008. Pursuant to Section 9 of the Agreement, the Agreement is hereby amended as follows:

     1. Section 6.3 (a) of the Agreement is hereby replaced with the following paragraph:

     A lump sum cash payment equal to twelve (12) months of the Executive’s then-current Base Salary; plus

     2. Section 6.3 of the Agreement is hereby amended to include the following paragraph:

     (c) should Executive timely elect and be eligible for COBRA coverage, payment of Executive’s COBRA premiums for the Executive and the Executive’s immediate family’s medical and dental insurance coverage for a period of twelve (12) months; provided, that OXiGENE shall have no obligation to provide such coverage if Executive becomes eligible for medical and dental coverage with another employer. Executive shall give prompt written notice to the Company on attaining such eligibility.

     3. Section 6.4 of the Agreement is hereby replaced with the following paragraphs:

     If, following any Change in Control (as such term is defined below) and prior to the expiration of one (1) year from the date of such Change in Control, (1) Employee’s employment is terminated (other than for Cause or the Employee’s disability) or (2) in the event of a Termination with Good Reason, then