0000950129-08-000154 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • January 10th, 2008 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

This STANDSTILL AGREEMENT (the “Agreement”), dated as of January 9, 2008, is by and among REPROS THERAPEUTICS INC., a Delaware corporation (the “Issuer”), and EFFICACY CAPITAL, LTD (“Efficacy”).

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FOURTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 10th, 2008 • Repros Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware

THIS FOURTH AMENDMENT TO RIGHTS AGREEMENT (this “Fourth Amendment”) is entered into as of the 9th day of January, 2008, by and between Repros Therapeutics Inc. (formerly Zonagen, Inc.), a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor-in-interest to Computershare Trust Company, Inc.) (“Rights Agent”), and amends that certain Rights Agreement dated as of September 1, 1999 and amended as of September 6, 2002, October 30, 2002 and June 30, 2005 by and between the Company and the Rights Agent.

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