X0202 3/A 2004-03-12 2004-03-22 0 0000932352 VALENTIS INC VLTS 0001281446 GREAT POINT PARTNERS LLC 2 PICKWICK PLAZA, SUITE 450 GREENWICH CT 06830 0 0 1 0 0001239607 JAY JEFFREY R 2 PICKWICK PLAZA, SUITE 450 GREENWICH CT 06830 0 0 1 0 Common Stock 761453 I By Biomedical Value Fund, L.P. Common Stock 305594 I By Biomedical Offshore Value Fund, Ltd. Great Point Partners, LLC ("Great Point") is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BMVF. Dr. Jeffrey R. Jay, M.D., as senior managing member of Great Point ("Dr. Jay"), has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares held by BMVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares held by BOVF. Dr. Jay, as senior managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares held by BOVF. Great Point and Dr. Jay disclaim beneficial ownership of the shares held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. This Amendment is being filed solely to reduce the number of shares previously reported in this Form 3 as being owned which included shares subsequently purchased after 03/12/2004. All other information remains unchanged. The subsequently purchased shares are being reported separately on a Form 4 being filed contemporaneously with the filing of this Amendment. /s/ Dr. Jeffrey R. Jay, M.D., as senior managing member for Great Point Partners, LLC 2004-08-23 /s/ Dr. Jeffrey R. Jay, M.D. 2004-08-23