Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Krauss Jeffrey
  2. Issuer Name and Ticker or Trading Symbol
Valera Pharmaceuticals Inc [VLRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PSILOS GROUP, 625 AVENUE OF THE AMERICAS, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2007
(Street)

NEW YORK, NY 10011
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/17/2007   D   728,037 D (1) 0 I Psilos Group Partners II SBIC, L.P. owns the subject shares. (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 3 04/17/2007   D     15,000   (3) 10/04/2014 Common Stock 15,000 (4) 0 I Psilos Group Partners II SBIC, L.P. directly holds this option. (2)
Stock Option $ 8.85 04/17/2007   D     7,500   (5) 05/23/2016 Common Stock 7,500 (6) 0 I Psilos Group Partners II SBIC, L.P. directly holds this option. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Krauss Jeffrey
C/O PSILOS GROUP
625 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10011
  X      

Signatures

 David S. Tierney, M.D., Attorney in Fact for Jeffrey Krauss   04/18/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to the Merger Agreement dated December 11, 2006 by and among the Issuer, Indevus Pharmaceuticals, Inc. ("Indevus") and Indevus' wholly-owned subsidiary Hayden Merger Sub, Inc. ("Hayden") pursuant to which the Issuer was the surviving entity in a merger with Hayden and became a wholly-owned subsidiary of Indevus. In the merger, the entity for which the Reporting Person serves as a principal received an aggregate of 825,375 shares of Indevus common stock having a market value of $7.05 per share, the closing price of Indevus' common stock on the Nasdaq Global Market on April 17, 2007, the closing date of the merger, plus for each share of the Issuer's common stock disposed, three contingent stock rights convertible into $1.00 of Indevus common stock, $1.00 of Indevus common stock, $1.50 of Indevus common stock, respectively, if applicable milestones are achieved with respect to three of the Issuer's product candidates.
(2) These shares are owned directly by Psilos Group Partners II SBIC, L.P. Mr. Krauss, together with Dr. Albert Waxman and Mr. Stephen Kroupa, has voting and dispositive power over the shares held by Psilos Group Partners II SBIC, L.P., and therefore, may be deemed to own such shares beneficially. Mr. Krauss disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in the above named limited partnership.
(3) This option vested ratably on an annual basis over a four year period beginning on 10/04/04.
(4) This option was exchanged for 10,422 shares of Indevus common stock, plus Indevus' unfunded and unsecured promise to issue, in the future, the number of shares of Indevus common stock that would have been issuable had option holders received CSRs.
(5) This option would have vested completely on 05/23/07.
(6) This option, the exercise price of which was $8.85, was exchanged for Indevus' unfunded and unsecured promise to issue, in the future, a number of shares of Indevus common stock determined by a formula intended to provide value equivalent to the CSRs, net of the option exercise price exceeding $7.75.
 
Remarks:
No fraction of a share of Indevus common stock was issued to the Reporting Person by virtue of the merger, but in lieu thereof Indevus paid or has agreed to pay to the Reporting Person an amount of cash (rounded to the nearest whole cent), equal to the product of: (i) any such fraction resulting from the merger, multiplied by (ii) $6.836.

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