X0202 4 2004-06-04 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 450 GREENWICH CT 06380 0 0 1 0 Common Stock 4000 D Common Stock 2004-02-11 4 P 0 12000 4.97 A 12000 I By Jeffrey Jay, Trustee and Joseph Ansler, Trustee, for the Carolyn A. Jay Trust Common Stock 2004-02-11 4 P 0 12000 5.00 A 12000 I By Jeffrey Jay, Trustee and Joseph Ansler, Trustee, for the Jeffrey R. Jay, Jr. Trust Common Stock 2004-06-04 4 S 0 130000 5.1 D 684100 I By Biomedical Value Fund, L.P. Common Stock 348900 I By Biomedical Offshore Value Fund, Ltd. Owned by Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"). Dr. Jay, as a trustee of the Carolyn A. Jay Trust and the Jeffrey R. Jay, Jr. Trust (each a "Trust" and together the "Trusts"), has voting and investment power with respect to the shares held by the Trusts and may be deemed to be the beneficial owner of such shares. Dr. Jay has no pecuniary interest in the shares held by the Trusts and disclaims any beneficial interest in such shares, and this report shall not be deemed to be an admission that he is the beneficial owner of such securities. 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. Jay as senior managing member of Great Point, 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 ownershp 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. GREAT POINT PARTNERS, LLC By: /s/ Dr. Jeffrey R. Jay, M.D., as Senior managing member 2004-06-04 /s/ Dr. Jeffrey R. Jay, M.D. 2004-06-04