SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GALE JAMES C

(Last)

(First)

(Middle)

126 EAST 56TH STREET, 24TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEVUS PHARMACEUTICALS INC [ IDEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/18/2007		J⁽¹⁾		341,977	A	$0⁽¹⁾	341,977	I	By Corporate Opportunity Fund, L.P.⁽⁶⁾
Common Stock	04/18/2007		J⁽⁴⁾		817	A	$0⁽⁴⁾	342,794	I	By Corporate Opportunity Fund, L.P.⁽⁶⁾
Common Stock	04/18/2007		J⁽¹⁾		1,650,752	A	$0⁽¹⁾	1,650,752	I	By SMH Hyrdo Med, LLC⁽⁷⁾
Common Stock	04/18/2007		J⁽¹⁾		1,074,234	A	$0⁽¹⁾	1,074,234	I	By SMH Hydro Med II, LLC⁽⁸⁾
Common Stock	04/20/2007		J⁽¹⁾		815,058	A	$0⁽¹⁾	815,058	I	By SMH Valera, LLC⁽⁹⁾
Common Stock	04/18/2007		J⁽¹⁾		361,745	A	$0⁽¹⁾	361,745	I	By Life Sciences Opportunity Fund, L.P.⁽¹⁰⁾
Common Stock	04/18/2007		J⁽¹⁾		81,371	A	$0⁽¹⁾	81,371	I	By Life Sciences Opportunity Fund (Institutional), L.P.⁽¹¹⁾
Common Stock	04/18/2007		J⁽¹⁾		1,843,186	A	$0⁽¹⁾	1,843,186	I	By Corporate Opportunities Fund (Institutional), L.P.⁽¹²⁾
Common Stock	04/18/2007		J⁽⁵⁾		4,394	A	$0⁽⁵⁾	1,847,580	I	By Corporate Opportunities Fund (Institutional), L.P.⁽¹²⁾
Common Stock	04/18/2007		J⁽²⁾		3,474	A	$0⁽²⁾	3,474	D
Common Stock	04/18/2007		J⁽³⁾		578	A	$0⁽³⁾	4,052	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The beneficial owner acquired these securities of the Issuer as merger consideration pursuant to that certain Agreement and Plan of Merger dated December 11, 2006 (the "Merger Agreement"), among the Issuer, Hayden Merger Sub, Inc., a wholly-owned subsidiary of the Issuer, and Valera Pharamaceuticals, Inc. ("Valera") On the effective date of the merger, each issued and outstanding share of Valera common stock was converted into the right to receive 1.1337 shares of Issuer common stock plus contingent stock rights ("CSRs") convertible into $1.00 of the Issuer's common stock, $1.00 of the Issuer's common stock, and $1.50 of the Issuer's common stock, respectively, if applicable milestones are achieved with respect to three of Valera's product candidates. The Reporting Person is deemed to have become the beneficial owner of such securities upon the effective date of the merger.

2. Received upon the effective date of the merger pursuant to the Merger Agreement in exchange for a stock option to acquire 5,000 shares of common stock of Valera at an exercise price of $3.00 per share.

3. Received upon the effective date of the merger pursuant to the Merger Agreement in exchange for a stock option to acquire 833 shares of common stock of Valera at an exercise price of $3.00 per share.

4. Received upon the effective date of the merger pursuant to the Merger Agreement in exchange for a stock option to acquire 1,176 shares of common stock of Valera at an exercise price of $3.00 per share.

5. Received upon the effective date of the merger pursuant to the Merger Agreement in exchange for a stock option to acquire 6,324 shares of common stock of Valera at an exercise price of $3.00 per share.

6. These securities are owned directly by Corporate Opportunities Fund, L.P. and indirectly by SMM Corporate Management, LLC, the general partner of Corporate Opportunities Fund, L.P., James C. Gale, the chief investment officer and manager of SMM Corporate Management, LLC, and SMH Capital Inc., the controlling member of SMM Corporate Management, LLC. Mr. Gale, SMH Capital Inc., and SMM Corporate Management, LLC disclaim any beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

7. These securities are owned directly by SMH Hydro Med, LLC and indirectly by James C. Gale, the chief investment officer and manager of SMH Hydro Med, LLC. Mr. Gale disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

8. These securities are owned directly by SMH Hydro Med II, LLC and indirectly by James C. Gale, the chief investment officer and manager of SMH Hydro Med II, LLC. Mr. Gale disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

9. These securities are owned directly by SMH Valera, LLC and indirectly by James C. Gale, the chief investment officer and manager of SMH Valera, LLC. Mr. Gale disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

10. These securities are owned directly by Life Sciences Opportunity Fund, L.P. and indirectly by LOF Partners, LLC, the general partner of Life Sciences Opportunity Fund, L.P., James C. Gale, the chief investment officer and manager of LOF Partners, LLC, and SMH Capital Inc., the controlling member of LOF Partners, LLC. Mr. Gale, SMH Capital Inc., and LOF Partners, LLC disclaim any beneficial ownership of such securities except to the extent of their respoective pecuniary interest therein.

11. These securities are owned directly by Life Sciences Opportunity Fund (Institutional), L.P. and indirectly by LOF Partners, LLC, the general partner of Life Sciences Opportunity Fund (Institutional), L.P., James C. Gale, the chief investment officer and manager of LOF Partners, LLC, and SMH Capital Inc., the controlling member of LOF Partners, LLC. Mr. Gale, SMH Capital Inc., and LOF Partners, LLC disclaim any beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

12. These securities are owned directly by Corporate Opportunities Fund (Institutional), L.P. and indirectly by SMM Corporate Management, LLC, the general partner of Corporate Opportunities Fund (Institutional), L.P., James C. Gale, the chief investment officer and manager of SMM Corporate Management, LLC, and SMH Capital Inc., the controlling member of SMM Corporate Management, LLC. Mr. Gale, SMH Capital Inc., and SMM Corporate Management, LLC disclaim any beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.

	James C. Gale	04/19/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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