0001104659-06-018560 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2006, by and among Valentis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 22nd, 2006 • Valentis Inc • Biological products, (no disgnostic substances) • California

This Securities Purchase Agreement (this “Agreement”) dated March 21, 2006, 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”).

VALENTIS, INC. WARRANT
Securities Agreement • March 22nd, 2006 • 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”).