---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A(Amendment No. 1)

Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 2002.

OR

Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
from            to            .

Commission file number: 000-22987

VALENTIS, INC.(Exact Name of Registrant as Specified in Its Charter)

|DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization) |  | 94-3156660
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------- |  | -----------------------------------------------

863A Mitten Road
Burlingame, California 94010
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (650) 697-1900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. ý Yes oNo

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K/A. o

The
aggregate market value of the voting stock held by non-affiliates of the Registrant as of October 23, 2002 based on the closing sales price of the Registrant's
common stock, as reported on the Nasdaq National Market, was approximately $5,790,883. Shares of common stock held by each officer and director have been excluded in that such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The
number of shares of Common Stock, par value $0.001 per share, of Valentis, Inc. outstanding as of October 23, 2002 was 36,840,095.

---

---

---

EXPLANATORY NOTES

This Amendment No. 1 on Form 10-K/A is being filed by Valentis, Inc. (the "Company") as an amendment to our Annual Report on
Form 10-K for the fiscal year ended June 30, 2002 to: (i) amend and restate in its entirety Part III and (ii) correct a typographical error in Item 8
(Financial Statements and Supplementary Data), in the section "Notes to Consolidated Financial Statements".

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain Information With Respect to Directors

The following table sets forth certain information with respect to the members of our Board of Directors as of August 31, 2002.

|Name of Director                  |  | Age |  | Position                                        |  | Director Since |  | Term Expiring
|--------------------------------- |  | --- |  | ----------------------------------------------- |  | -------------- |  | -------------
|Patrick G. Enright(1)             |  | 40  |  | Director                                        |  | 1998           |  | 2002         
|Alan C. Mendelson                 |  | 54  |  | Director                                        |  | 2001           |  | 2002         
|Raju Kucherlapati, Ph.D.(2)       |  | 59  |  | Director                                        |  | 1995           |  | 2003         
|Bert W. O'Malley, M.D.(1)(2)      |  | 65  |  | Director                                        |  | 1999           |  | 2003         
|Mark McDade(1)(2)                 |  | 47  |  | Director                                        |  | 2000           |  | 2003         
|Benjamin F. McGraw, III, Pharm.D. |  | 53  |  | President, Chief Executive Officer and Director |  | 1994           |  | 2004         
|John S. Schroeder, M.D.           |  | 65  |  | Director                                        |  | 2002           |  | 2004         

---

Patrick G. Enright

Patrick G. Enright, 40, has served as a director of the Company since March 1998 and has performed consulting services for the Company from
December 2001 to June 2002. Since June 2002, Mr. Enright has been a principal of Pequot Ventures, where he specializes in healthcare venture capital investments. From
March 1998 to December 2001, Mr. Enright was a managing member of Diaz & Altschul Group, LLC, a principal investment group specializing in investments in biopharmaceutical
and medical device companies. From March 1995 to February 1998, Mr. Enright served in various executive positions at the Company, including Senior Vice President, Corporate
Development and Chief Financial Officer. From September 1993 to June 1994, Mr. Enright was Senior Vice President of Finance and Business Development for Boehringer Mannheim
Therapeutics, a pharmaceutical company and a subsidiary of Corange Ltd. From September 1989 to September 1993, Mr. Enright was employed at PaineWebber Incorporated, an
investment banking firm, where he became a Vice President in January 1992. Mr. Enright is also currently a director of Infotrieve, Inc. and Codexis, Inc. Mr. Enright
received his M.B.A. from the Wharton School of Business at the University of Pennsylvania and his B.S. in Biological Sciences from Stanford University.

Alan C. Mendelson

Alan C. Mendelson, 54, has served as a director of the Company since February 2001 and as Secretary of the Company since March 2000.
Mr. Mendelson is a senior partner of Latham & Watkins, a private law firm, and has been with that firm since May 2000. Previously, Mr. Mendelson was with Cooley Godward
LLP, a private law firm, for 27 years and served as the managing partner of its Palo Alto office from May 1990 to March 1995 and from November 1996 to October 1997.
Mr. Mendelson

---

served as Acting General Counsel of Cadence Design Systems, Inc., an electronic design automation software company, from November 1995 to June 1996. Mr. Mendelson
previously served as Secretary and Acting General Counsel of Amgen, Inc., a biopharmaceutical company, from April 1990 to March 1991. Mr. Mendelson is also currently a
director of US Search.com, Inc. and QLT, Inc. Mr. Mendelson received
his J.D. from Harvard Law School and his A.B. in Political Science from the University of California, Berkeley.

Raju Kucherlapati, Ph.D.

Raju Kucherlapati, Ph.D., 59, has served as a director of the Company since March 1995. Since 2001, Dr. Kucherlapati has been a professor at Harvard
Medical School. From 1989 to 2001, Dr. Kucherlapati served as the Lola and Saul Kramer Professor and Chairman of the Department of Molecular Genetics at Albert Einstein College of Medicine.
Dr. Kucherlapati is a founder of both Cell Genesys, Inc., a biotechnology company, and Millennium Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Kucherlapati also
serves on the boards of directors of Abgenix, Inc., Zyomyx, Inc., GenPath Pharmaceuticals, Inc., Vitivity, Inc. and Millennium Pharmaceuticals, Inc.
Dr. Kucherlapati received his Ph.D. in Genetics from the University of Illinois.

Bert W. O'Malley, M.D.

Bert W. O'Malley, M.D., 65, has served as a director of the Company since March 1999. Dr. O'Malley co-founded GeneMedicine and served as
one of its directors from April 1998 to March 1999. Dr. O'Malley has been Chairman of the Department of Molecular and Cellular Biology at Baylor College of Medicine since 1973. He
is a member of the National Academy of Science and the Institute of Medicine and is the author of more than 500 scientific publications. Dr. O'Malley's scientific work includes major
achievements in the areas of medical endocrinology and reproduction with potentially broad application to the diagnosis of human genetic diseases and the treatment of breast and prostatic cancer. His
work includes the invention of the Company's proprietary GeneSwitch technology for the genetic regulation of therapeutic proteins. Dr. O'Malley also serves on the board of
directors of Rejuvenon Corp. Dr. O'Malley holds a B.S. in Psychology/Chemistry and an M.D. degree from the University of Pittsburgh.

Mark McDade

Mark McDade, 47, has served as a director of the Company since May 2000. Since January 2001, Mr. McDade has been the Chief Executive Officer
of Signature BioScience, Inc., a privately-held company focused on drug discovery. Mr. McDade was the President and Chief Operating Officer of Corixa Corporation, a developer
of immunotherapeutic products through 2000. As a co-founder of Corixa in September 1994, he served as its Chief Operating Officer since that company's inception. Prior to Corixa,
Mr. McDade held various management positions at Boehringer Mannheim and Sandoz Ltd. Mr. McDade also serves on the boards of directors of Corixa Corporation and Akceli, Inc.
Mr. McDade earned an M.B.A. from the Harvard University Graduate School of Business and a B.A. in History from Dartmouth College.

Benjamin F. McGraw, III, Pharm.D.

Benjamin F. McGraw, III, Pharm.D., 53, has served as the Company's President and Chief Executive Officer since September 1994, when he joined Megabios
Corp., and as Chairman since May 1997. In March 1999, Megabios merged with GeneMedicine, Inc. to form Valentis. In August 1999, Valentis merged with PolyMASC
Pharmaceuticals, plc. Prior to Megabios, Dr. McGraw gained experience in R&D as Vice President, Development for Marion and Marion, Merrell Dow; in business development as Corporate Vice
President, Corporate Development at Allergan, Inc.; and in finance as President of Carerra Capital Management. Dr. McGraw also serves on the board of directors

2

---

of ISTA Pharmaceuticals. Dr. McGraw received his Doctor of Pharmacy from the University of Tennessee Center for the Health Sciences, where he also completed a clinical practice residency.

John S. Schroeder, M.D.

John S. Schroeder, M.D., 65, has served as a director of the Company since June 2002. Dr. Schroeder is a Professor of Medicine at the Stanford
University School of Medicine, where he was an intern and resident from 1962 to 1967, a postdoctoral fellow from 1967 to 1969 and became Chief of the Cardiovascular Medicine Clinic at Stanford after
an Assistant and Associate Professorship of Medicine there. Dr. Schroeder is nationally and internationally known for his research in heart transplantation, coronary artery spasm and coronary
artery disease, with over twelve books and 270 scientific publications to his credit. Dr. Schroeder received his A.B. from the University of Michigan, Ann Arbor and his M.D. from the University
of Michigan Medical School.

Certain Information With Respect to Executive Officers

The executive officers of our company as of August 31, 2002 are as follows:

|Name                           |  | Age |  | Position                                       
|------------------------------ |  | --- |  | -----------------------------------------------
|Benjamin McGraw, III, Pharm.D. |  | 53  |  | President, Chief Executive Officer and Chairman
|J. Tyler Martin, Sr., M.D.     |  | 43  |  | Sr. Vice President, Research and Development   
|Margaret M. Snowden            |  | 43  |  | General Counsel                                
|Joseph A. Markey               |  | 48  |  | Senior Director of Finance and Controller      

The
principal occupations and positions for the past five years, and in some cases prior years, of the executive officers named above, are as follows (unless set forth elsewhere in this
report):

J. Tyler Martin, Sr., M.D.

J. Tyler Martin, Sr., M.D. has served as the Company's Senior Vice President, Research and Development since July 2001. Dr. Martin joined the
Company as Vice President, Clinical Development and Regulatory Affairs in July 2000. From December 1997 to July 2000, Dr. Martin was Executive Director, Clinical Research
and Development at the SyStemix/GTI unit of Novartis, AG. Prior to SyStemix/GTI, Dr. Martin served as Director, Antiviral Clinical Research at Parke-Davis Inc. from April 1997 to
November 1997 and as Associate Director of Clinical Research at Chiron Corp. from February 1994 to April 1997. Dr. Martin received an M.D. from the University of Nebraska
and a B.S. in chemistry from the University of Nebraska (Kearney). As part of a reduction in staff, Dr. Martin left the Company in October 2002.

Margaret M. Snowden

Margaret M. Snowden has served as the Company's General Counsel since October 2001. From March 2000 to October 2001, Ms. Snowden
served as Vice President, Intellectual Property and Legal Affairs of the Company. Ms. Snowden joined the Company in April 1996 and served previously as Corporate Counsel, Intellectual
Property and Licensing. From October 1993 to April 1996, Ms. Snowden
was a patent attorney with SyStemix, Inc., a biotechnology company and a subsidiary of Sandoz, Ltd. Ms. Snowden received her J.D. from Boalt Hall School of Law at the University
of California, Berkeley, and her B.S. and M.S. in cell and molecular biology from Florida Institute of Technology. As part of a reduction in staff, Ms. Snowden is expected to transition out of
the Company, but she is expected to continue to lead the Company's patent infringement litigation.

3

---

Joseph A. Markey

Joseph A. Markey has served as the Company's Senior Director of Finance and Controller since February 2002. From April 2000 to February 2002,
Mr. Markey served as Director of Finance of the Company. From July 1979 to April 2000, Mr. Markey held various domestic and international financial positions with
International Business Machines Corporation. Mr. Markey received an M.B.A. and a B.S. in finance from the University of Scranton.

Compliance With Section 16(a) Under the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act of 1934 (the "Exchange Act") requires that our executive officers and directors, and persons who own more than ten
percent of a registered class of our equity securities, file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the Securities and Exchange Commission (the "SEC"). Executive
officers, directors and greater-than-ten-percent holders are required to furnish us with copies of all of these forms which they file.

Based
solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2002, all filing
requirements applicable to our officers, directors, greater-than-ten-percent beneficial owners and other persons subject to Section 16(a) of the Exchange Act
were met.

ITEM 11. COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table shows for the fiscal years ended June 30, 2002, 2001 and 2000, compensation awarded or paid to, or earned by, the Company's
(i) Chief Executive Officer; (ii) the four most highly compensated executive officers, other than the Chief Executive Officer, whose total annual salary and bonus exceeded $100,000 for
the fiscal year ended June 30, 2002, and (iii) one other individual who would have been one of the most highly compensated except that he was not serving as an executive officer as of
June 30, 2002 (the "Named Executive Officers"):

|                                                                                   |  |                |  | Annual Compensation |                         | Long-Term Compensation |   |                      | 
|---------------------------------------------------------------------------------- |  | -------------- |  | ------------------- | ----------------------- | ---------------------- | - | -------------------- | 
|
|Benjamin F. McGraw, III,
Pharm.D., President, Chief Executive Officer and Chairman |  | 2002
2001
2000 |  | $                   | 338,185
322,081
304,484 |                        | $ | 96,624
91,155
50,000 | 
|J. Tyler Martin, Sr., M.D.,
Senior Vice President, Development(4)                  |  | 2002
2001      |  | $                   | 242,175
199,013         |                        | $ | 37,803
             | 
|Margaret M. Snowden,
General Counsel                                               |  | 2002
2001
2000 |  | $                   | 188,115
185,300
151,013 |                        | $ | 37,060
24,663
      | 
|Bennet L. Weintraub, Chief
Financial Officer and Vice President, Finance(5)        |  | 2002
2001
2000 |  | $                   | 122,964
189,176
182,379 |                        | $ | 44,430
30,317
20,000 | 
|                                                                                   |  |                |  |                     |                         |                        |   |                      | 

4

---

|Alain Rolland, Pharm.D., Ph.D.
Senior Vice President, Preclinical Research and Development(6) |  | 2002
2001
2000 |  | $ | 253,801
235,065
216,633 |  | $ | 45,535
41,663
 |  | 

 |  | 36,000
75,000
69,614 |  | $ | 27,026
501
381   | (10)    
|--------------------------------------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | - | --------------- |  | ----- |  | -------------------- |  | - | ---------------- | --------
|Joseph A. Markey
Senior Director of Finance and Controller(7)                                 |  | 2002
2001
2000 |  | $ | 126,250
116,904
28,750  |  | $ | 17,536
3,625
  |  | 

 |  | 44,198

36,000      |  | $ | 1,484
344
15,083 | (11)(12)

---

5

---



STOCK OPTION GRANTS AND EXERCISES

The Company grants options to its executive officers under its 1997 Equity Incentive Plan and its 2001 Nonstatutory Incentive Plan (the "Incentive Plans"). As of
September 30, 2002, options to purchase a total of 3,816,202 shares were outstanding under the Incentive Plans and options to purchase 2,979,195 shares remained available for grant thereunder.

The
following tables show for the fiscal year ended June 30, 2002, certain information regarding options granted to, exercised by, and held at year end by, the Named Executive
Officers:

Option Grants in Fiscal Year Ended June 30, 2002

|                                  |  | Individual Grants             |  |                       |   |   |                          |  |                                         | 
|--------------------------------- |  | ----------------------------- |  | --------------------- | - | - | ------------------------ |  | --------------------------------------- | 
|
|
|
|
|Benjamin F. McGraw, III, Pharm.D. |  | 16,043
93,957
16,842
56,168   |  | 0.86
5.05
0.90
3.02   | % | $ | 4.55
4.55
2.20
2.20      |  | 7/22/11
7/22/11
3/12/12
3/12/12         | 
|J. Tyler Martin, Sr., M.D.        |  | 4
37,996
38,000
10,382
22,838 |  | *
2.04
2.04
0.56
1.23 |   |   | 4.55
4.55
2.20
2.20
2.20 |  | 7/22/11
7/22/11
3/12/12
3/12/12
3/12/12 | 
|Margaret M. Snowden               |  | 30,586
26,414
11,883
18,679   |  | 1.64
1.42
0.64
1.00   |   |   | 4.55
4.55
2.20
2.20      |  | 7/22/11
7/22/11
3/12/12
3/12/12         | 
|Bennet L. Weintraub               |  | 15,236
11,764                 |  | 0.82
6.32             |   |   | 4.55
4.55                |  | 7/22/11
7/22/11                         | 
|Alain Rolland, Pharm.D., Ph.D     |  | 5,251
30,749                  |  | 2.82
1.65             |   |   | 4.55
4.55                |  | 7/22/11
7/22/11                         | 
|Joseph A. Markey                  |  | 26,063
18,135                 |  | 1.40
0.97             |   |   | 5.87
2.20                |  | 7/01/11
3/12/12                         | 

---

6

---

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

|Name                             |  | Shares
Acquired on
Exercise (#) |  | Value
Realized
($) (1) |  | Number of Securities
Underlying Unexercised
Options at June 30, 2002 (#)
Exercisable/Unexercisable |  | Value of Unexercised In-
the-Money Options at
June 30, 2002 (2) ($)
Exercisable/Unexercisable
|-------------------------------- |  | ------------------------------- |  | ---------------------- |  | -------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|Benjamin F. McGraw III, Pharm.D. |  |                                |  |                       |  | 195,496 / 250,014                                                                                  |  | $0 / $0                                                                                      
|J. Tyler Martin, Sr., M.D        |  |                                |  |                       |  | 105,915 / 198,305                                                                                  |  | $0 / $0                                                                                      
|Margaret M. Snowden              |  |                                |  |                       |  | 44,723 / 110,505                                                                                   |  | $0 / $0                                                                                      
|Bennet L. Weintraub              |  |                                |  |                       |  | 117,520 / 0                                                                                        |  | $0 / $0                                                                                      
|Alain Rolland, Pharm.D., Ph.D    |  |                                |  |                       |  | 171,297 / 0                                                                                        |  | $0 / $0                                                                                      
|Joseph A. Markey                 |  |                                |  |                       |  | 19,499 / 60,699                                                                                    |  | $0 / $0                                                                                      

---

7

---



COMPENSATION OF DIRECTORS

Each non-employee director of the Company receives a quarterly retainer of $3,000 and a per meeting fee of $1,000. The members of the Board of
Directors are also eligible for reimbursement for their expenses incurred in connection with attendance at Board meetings in accordance with Company policy.

Under
the Company's 1998 Non-Employee Directors' Stock Option Plan, on the date of the annual stockholders' meeting of each year, each non-employee director will
automatically be granted, without further action by the Company, its stockholders or the Board of Directors, an option to purchase 10,000 shares of Common Stock. In addition, each new
non-employee director will receive a one time grant to purchase 25,000 shares of Common Stock on the date of the annual stockholders' meeting at which such new director is elected to the
Board of Directors. The exercise price of the options granted to the non-employee directors is 100% of the fair market value of the Common Stock on the date of the option grant.

Mr. Enright,
one of the Company's directors, performed consulting services for the Company from December 2001 through June 2002. Mr. Enright received options
to purchase 100,000 shares of the Company's Common Stock as consideration for his consulting services.

Compensation Committee Interlocks and Insider Participation

During the year ended June 30, 2002, none of the Company's executive officers served on the board of any entities whose directors or officers serve on the
Company's Compensation Committee. No current or former executive officer or employee of the Company serves on the Compensation Committee.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS  ON EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT1

During the fiscal year ended June 30, 2002, the Compensation Committee of the Board of Directors (the "Compensation Committee") was composed, at various
times, of Drs. Stanley T. Crooke, M.D., Ph.D., Bert W. O'Malley, M.D. and Raju Kucherlapati, Ph.D. and Messrs. Arthur M. Pappas and Mark McDade, none of whom were officers or employees of the
Company during their respective terms on the Compensation Committee. In March 2002, following the resignations of Dr. Crooke and Mr. Pappas from the Board of Directors,
Dr. O'Malley and Mr. McDade were appointed to the Compensation Committee. Dr. Crooke served as Chairman of the Compensation Committee until December 2001, and
Mr. McDade has served as Chairman since March 2002. The Compensation Committee is responsible for establishing the Company's compensation programs for all employees, including
executives. For executive officers, the Compensation Committee evaluates performance and determines compensation policies and levels, as the Board requests.

---

EXECUTIVE COMPENSATION

We design our executive compensation programs to attract and retain executives who can lead the Company to meet its business objectives and to motivate them to
enhance long-term stockholder value.

8

---

The executive officers' annual compensation consists of three elements: cash salary, a cash incentive bonus and stock option grants.

To
determine fair compensation, the Compensation Committee reviews historical and current salary, bonus and stock award information for other comparable companies in similar geographic
areas and at similar stages of growth and development. The group of comparable companies is not necessarily the same as the companies included in the market indices included in the performance graph
on page 11. The Compensation Committee also reviews a variety of industry surveys throughout the year, which provide additional information about short- and long-term executive
compensation. Based in part on this information, the Compensation Committee generally sets salaries, including that of the Chief Executive Officer, at levels comparable to competitive companies of
comparable size in similar industries. We structure our management bonus program around both individual and Company performance. We base
the total size of the bonus pool on our success in meeting performance goals for the year, accounting for changes the Compensation Committee discussed and agreed to during the course of the year.

We
use the stock option program to give management employees a substantial economic interest in the long-term appreciation of our Common Stock. We grant existing members of
management new options on an annual basis to provide a continuing financial incentive. The size of the option grant is related to the executive's position and performance in the previous year.

CHIEF EXECUTIVE OFFICER COMPENSATION

Dr. McGraw's salary during fiscal year ended June 30, 2002 as President, Chief Executive Officer and Chairman was $338,185. Following the
Compensation Committee's review of Dr. McGraw's performance and the Company's performance during fiscal year ended June 30, 2002, the Compensation Committee set Dr. McGraw's
annual salary for fiscal year ending June 30, 2003 at $338,185. In addition, if the Company achieves a certain milestone, Dr. McGraw would receive (i) an annual salary for the
fiscal year ending June 30, 2003 of $348,331 and (ii) a bonus of $67,637 for performance during the fiscal year ended June 30, 2002. The salary increase would be retroactive to
July 1, 2002. In June 2002, the Compensation Committee approved a stock option grant for 100,000 shares of Common Stock for Dr. McGraw, which is within the guidelines for the
Chief Executive Officer under our annual stock options grant program. In approving Dr. McGraw's compensation, the Compensation Committee took into account (i) Dr. McGraw's past
performance as President, Chief Executive Officer and Chairman of the Board of the Company, (ii) the scope of Dr. McGraw's responsibilities and (iii) the Board's assessment of the
Company's achievement of its performance objectives.

FEDERAL TAX CONSIDERATIONS

Section 162(m) of the Internal Revenue Code (the "Code") limits the Company to a deduction for federal income tax purposes of no more than
$1 million of compensation paid to certain Named Executive Officers in a taxable year. Compensation above $1 million may be deducted if it is "performance-based compensation" within the
meaning of the Code.

The
statute containing this law and the applicable Treasury regulations offer a number of transitional exceptions to this deduction limit for pre-existing compensation plans,
arrangements and binding contracts. As a result, the Compensation Committee believes that at the present time it is quite unlikely that the compensation paid to any named Executive Officer in a
taxable year, which is subject to the deduction limit will exceed $1 million. Therefore, the Compensation Committee has not yet established a policy for determining which forms of incentive
compensation awarded to its Named Executive Officers shall be designed to qualify as "performance-based compensation." The Compensation Committee intends to continue to evaluate the effects of the
statute and any applicable

9

---

Treasury regulations and to comply with Code Section 162(m) in the future to the extent consistent with the best interests of the Company.

CONCLUSION

A significant portion of the Company's compensation program and Dr. McGraw's compensation are contingent on Company performance, and the realization of
such compensation is closely linked to increases in long-term stockholder value. The Company remains committed to this philosophy of pay for performance, recognizing that the competitive
market for talented executives and the volatility of the Company's business may result in highly variable compensation for a particular time period.

COMPENSATION
COMMITTEE
Mark McDade
Bert W. O'Malley, M.D.
Raju Kucherlapati, Ph.D.

10

---

PERFORMANCE MEASUREMENT COMPARISON2

The following graph shows the total stockholder return of an investment of $100 in cash on June 30, 1997 for (i) the Company's Common Stock,
(ii) the Nasdaq Stock Market-U.S. Index (the "Nasdaq Stock Market-U.S.") and (iii) the Nasdaq Pharmaceutical Index (the "Nasdaq Pharmaceutical"). All values
assume reinvestment of the full amount of all dividends, if any.

Comparison of Cumulative Total Return on Investment

GRAPHIC

|                       |  | 1997  |  | 1998  |  | 1999 
|---------------------- |  | ----- |  | ----- |  | -----
|
|Valentis               |  | 100.0 |  | 137.5 |  | 118.8
|NASDAQ Composite Index |  | 100.0 |  | 103.1 |  | 96.1 
|NASDAQ Biotech Index   |  | 100.0 |  | 104.7 |  | 92.8 

|                       |  | 2000  |  | 2001  |  | 2002 
|---------------------- |  | ----- |  | ----- |  | -----
|
|Valentis               |  | 94.8  |  | 97.9  |  | 68.8 
|NASDAQ Composite Index |  | 279.7 |  | 242.6 |  | 224.6
|NASDAQ Biotech Index   |  | 335.6 |  | 372.5 |  | 402.6

---

11

---



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of June 30, 2002 with respect to the Company's compensation plans under which equity securities of the
Company are authorized for issuance:

|Plan category                                                  |       | Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights |           | Weighted-average exercise
price of outstanding
options, warrants and
rights |      | Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
|-------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders (1)     |       | 3,106,288                                                                                   |           | $                                                                           | 6.87 |                                                                                                                                            
|Equity compensation plans not approved by security holders (2) |       | 1,015,910                                                                                   |           | $                                                                           | 3.17 |                                                                                                                                            
|                                                               |       |                                                                                             |           |                                                                             |      |                                                                                                                                            
|                                                               | Total |                                                                                             | 4,122,198 |                                                                             | $    | 5.96                                                                                                                                       
|                                                               |       |                                                                                             |           |                                                                             |      |                                                                                                                                            

---

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of October 11, 2002 by:
(i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of the Company
as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its Common Stock.

12

---

BENEFICIAL OWNERSHIP

|                                                                                                         |  | Beneficial Ownership(1) | 
|-------------------------------------------------------------------------------------------------------- |  | ----------------------- | 
|
|Patrick G. Enright (2)                                                                                   |  | 373,665                 | 
|Alan C. Mendelson (3)                                                                                    |  | 36,203                  | 
|Raju Kucherlapati, Ph.D. (4)                                                                             |  | 60,832                  | 
|Mark McDade (5)                                                                                          |  | 35,311                  | 
|Benjamin F. McGraw, III, Pharm.D. (6)                                                                    |  | 620,239                 | 
|Bert W. O'Malley, M.D. (7)                                                                               |  | 52,082                  | 
|J. Tyler Martin, Sr., M.D. (8)                                                                           |  | 129,913                 | 
|John S. Schroeder, M.D.                                                                                  |  |                        | 
|Margaret M. Snowden (9)                                                                                  |  | 77,664                  | 
|Alain Rolland, Pharm.D., Ph.D (10)                                                                       |  | 169,915                 | 
|Joseph A. Markey (11)                                                                                    |  | 41,655                  | 
|Bennet L. Weintraub (12)                                                                                 |  | 141,920                 | 
|All executive officers and directors as a group (12 persons)                                             |  | 1,739,399               | 
|State of Wisconsin Investment Board (13)
P.O. Box 7842
Madison, WI 53707                                 |  | 3,955,260               | 
|Entities Affiliated with Wellington Trust Company, N.A. (14)
75 State Street
Boston, Massachusetts 02109 |  | 5,962,600               | 

---

13

---



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

For the fiscal year ended June 30, 2002, the Company paid an aggregate of $422,934 to the law firm of Latham & Watkins for the provision of legal
services during that period. Mr. Mendelson, one of the Company's directors, is a partner of Latham & Watkins.

The
Company has entered into indemnity agreements with certain officers and directors which provide, among other things, that the Company will indemnify such officer or director, under
the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may
be

14

---

made a party by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the full extent permitted under Delaware law and the Company's Bylaws.

Mr. Enright,
one of the Company's directors, performed consulting services for the Company from December 2001 through June 2002. Mr. Enright received options
to purchase 100,000 shares of the Company's Common Stock as consideration for his consulting services.

CORRECTION OF ITEM 8  (FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA)

Under the heading "Notes to Consolidated Financial Statements" in Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002, the date "June 30, 2001" on page 57 is replaced with "June 30,
2002".

15

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on October 28, 2002.

| |  | VALENTIS, INC.
| |  | --------------
| |  | By:           

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Signature                                                   |  | Title                                                                                                   |  | Date            
|----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ----------------
|/s/BENJAMIN F. MCGRAW III(Benjamin F. McGraw III, Pharm.D.) |  | Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) |  | October 28, 2002
|/s/JOSEPH A. MARKEY(Joseph A. Markey)                       |  | Senior Director of Finance and Controller (Principal Financial and Accounting Officer)                  |  | October 28, 2002
|*(Patrick G. Enright)                                       |  | Director                                                                                                |  | October 28, 2002
|*(Raju Kucherlapati, Ph.D.)                                 |  | Director                                                                                                |  | October 28, 2002
|*(Mark McDade)                                              |  | Director                                                                                                |  | October 28, 2002
|*(Alan C. Mendelson)                                        |  | Director                                                                                                |  | October 28, 2002
|*(Bert W. O'Malley, M.D.)                                   |  | Director                                                                                                |  | October 28, 2002
|*(John Schroeder, M.D.)                                     |  | Director                                                                                                |  | October 28, 2002

|*By: |  | /s/BENJAMIN F. MCGRAW IIIBenjamin F. McGraw III, Pharm.D.Attorney-In-Fact |  |  |  | 
|---- |  | ------------------------------------------------------------------------- |  |  |  | 

16

---



CERTIFICATIONS

I,
Benjamin F. McGraw, certify that:

Date:
October 28, 2002

| |  | /s/BENJAMIN F. MCGRAW IIIBenjamin F. McGraw III, Pharm.D. President and
Chief Executive Officer (Principal Executive Officer)
| |  | -----------------------------------------------------------------------------------------------------------------------------

I,
Joseph A. Markey, certify that:

Date:
October 28, 2002

| |  | /s/JOSEPH A. MARKEYJoseph A. Markey Senior Director, Finance and
Controller (Principal Financial Officer)
| |  | ---------------------------------------------------------------------------------------------------------

17

---

QuickLinks