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0001104659-05-029839 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 27th, 2005 • Valentis Inc • Biological products, (no disgnostic substances) • California

This Securities Purchase Agreement (this “Agreement”) dated June 24, 2005, among Valentis, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages and the Schedule of Purchasers attached hereto as Attachment A (each, a “Purchaser” and collectively, the “Purchasers”).

Standard Contracts

VALENTIS, INC. WARRANT
Securities Agreement • June 27th, 2005 • Valentis Inc • Biological products, (no disgnostic substances)

This Warrant is one of a series of warrants issued pursuant to that certain Securities Purchase Agreement of even date herewith to which the Company and the original Holder are parties (the “Purchase Agreement”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2005 • Valentis Inc • Biological products, (no disgnostic substances) • California

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2005, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).