Valera Pharmaceuticals Inc S-1/A

AMENDMENT NO. 5 TO FORM S-1

EX-1.1: FORM OF UNDERWRITING AGREEMENT

EX-3.2: CERTIFICATE OF AMENDMENT

EX-3.3: AMENDED AND RESTATED CERTIFICATION OF INCORPORATION

EX-3.5: AMENDED AND RESTATED BYLAWS

EX-4.1: SPECIMEN COMMON STOCK CERTIFICATE

EX-5.1: OPINION OF PEPPER HAMILTON LLP

EX-23.1: CONSENT OF ERNST & YOUNG LLP

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