PUBLIC HEALTH. SERVICE EIGHTH AMENDMENT TO L ###-###-####/0

PUBLIC HEALTH. SERVICE

EIGHTH AMENDMENT TO L ###-###-####/0

This is the eighth amendment (“Eighth Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as agencies of the United States Public Health Service (“PHS”) within the Department of Health and Human Services (“HHS”), and Zonagen, Inc. having an effective date of April 16, 1999 and having NIH Reference Number L ###-###-####/0 (“Agreement”). This Eighth Amendment, having NIH Reference Number L ###-###-####/8, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Repros Therapeutics, Inc., having an office at 2408 Timberloch Place, Suite B-7, The Woodlands, Texas 77280, U.S.A. (“Licensee”). This Eighth Amendment includes, in addition to the amendments made below, 1) a Signature Page and 2) Attachment 1 (Royalty Payment Information).

WHEREAS, PHS and Licensee desire that the Agreement be amended an eighth time as set forth below in order to amend its Appendix A – Patent(s) or Patent Applications(s).

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, PHS and Licensee, intending to be bound, hereby mutually agree to the following:

If the Agreement is terminated before full payment of this royalty, the remaining unpaid amount shall become immediately due to PHS per the provisions of Paragraph 13.09 of the Agreement. Royalties for patent expenses incurred by PHS after the effective date of this Eighth Amendment shall be paid according to the terms of Paragraph 6.02 of the Agreement.

SIGNATURES BEGIN ON NEXT PAGE

EIGHTH AMENDMENT TO -354-1998/0

SIGNATURE PAGE

In Witness Whereof, the parties have executed this Eighth Amendment on the dates set forth below. Any communication or notice to be given shall be forwarded to the respective addresses listed below.

Any false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) or imprisonment).

ATTACHMENT ROYALTY PA TENT OPTIONS

NIH/PHS License Agreements

*In order to process payment via Electronic Funds Transfer sender MUST supply the following information:

Procedure for Transfer of Electronic Funds to NTH for Royalty Payments

Bank Name: Federal Reserve Bank
ABA# 021030004
TREAS NYC
BNF=/AC-75080031
OBI=Licensee Name and OTT Reference Number
Dollar Amount Wired=$$

NOTE: Only U.S. banks can wire directly to the Federal Reserve Bank. Foreign banks cannot wire directly to the Federal Reserve Bank, but must go through an intermediary U.S. bank. Foreign banks may send the wire transfer to the U.S. bank of their choice, who, in turn forwards the wire transfer to the Federal Reserve Bank.

Checks drawn on a U.S. bank account should be sent directly to the following address:

National Institutes of Health (NIH)
P.O. Box 979071
St. Louis, MO 63197-9000

Overnight or carrier deliveries should be sent to the following address:

US Bank
Government Lockbox SL-MO-C2GL
1005 Convention Plaza
St. Louis, MO 63101
Phone: 314 ###-###-####

Checks drawn on a foreign bank account should be sent directly to the following address:

National Institutes of Health (NIH)
Office of Technology Transfer
Royalties Administration Unit
6011 Executive Boulevard
Suite 325, MSC 7660
Rockville, Maryland 20852
Phone: 301 ###-###-####

All checks should be made payable to “NIH Patent Licensing”.

The OTT Reference Number MUST appear on checks, reports and correspondence