X0202 4 2004-03-12 1 0000932352 VALENTIS INC VLTS 0001281446 GREAT POINT PARTNERS LLC 2 PICKWICK PLAZA, SUITE 450 GREENWICH CT 06380 0 0 1 0 0001239607 JAY JEFFREY R GREAT POINT PARTNERS, LLC 2 PICKWICK PLAZA, SUITE 750 GREENWICH CT 06830 0 0 1 0 Common Stock 2004-03-12 4 P 0 24647 6.02 A 814100 I By Biomedical Value Fund, L.P. Common Stock 2004-03-15 4 P 0 28000 6.00 A 814100 I By Biomedical Value Fund, L.P. Common Stock 2004-03-15 4 P 0 31306 6.02 A 348900 I By Biomedical Offshore Value Fund, Ltd. Common Stock 2004-03-15 4 P 0 12000 6.00 A 348900 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 Form 4 is being filed solely to report separately the acquisition of shares beneficially owned by the Reporting Persons that were previously included in the total number of shares beneficially owned in the Form 3 filed by the Report persons on 03/22/2004. That Form 3 is being amended contemporaneously with the filing of this Form 4. /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