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EXHIBIT 4.2
AMENDMENT
TO THE
1997 EQUITY INCENTIVE PLAN
OF VALENTIS, INC.
Pursuant to the authority reserved to the Board of Directors (the
"Board") of Valentis, Inc., a corporation organized under the laws of the State
of Delaware (the "Company"), under Section 13(a) of the Company's 1997 Equity
Incentive Plan (the "Plan"), the Board hereby amends the Plan as follows:
1. STOCK SUBJECT TO THE PLAN. The first sentence of Section 4 of
the Plan is amended to read in its entirety as follows:
"Subject to the provisions of Section 12 relating to adjustments
upon changes in stock, the stock that may be issued pursuant to Stock Awards
shall not exceed in the aggregate five million one hundred thousand (5,100,000)
shares of the Company's Common Stock."
* * * * * * * * * *
I hereby certify that the foregoing Amendment to the Plan was duly
adopted by the Board of Directors of Valentis, Inc., effective as of September
14, 2000, and was approved by the shareholders of the Company at the Annual
Meeting of Shareholders on December 12, 2000, as required under applicable state
and federal law.
Executed on this 12th day of December, 2000.
/s/ ALAN C. MENDELSON
-------------------------------
Alan C. Mendelson, Secretary
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