NATIONAL INSTITUTES OF HEALTH NINTH AMENDMENT TO L ###-###-####/0

NATIONAL INSTITUTES OF HEALTH

NINTH AMENDMENT TO L ###-###-####/0

This is the ninth amendment (“Ninth Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) 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 Ninth Amendment, having NIH Reference Number L ###-###-####/9, is made between the NIH 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. the (“Licensee”). This Ninth Amendment includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and 3) Appendix E — Benchmarks and Performance.

WHEREAS, Licensee has requested that the benchmark dates be amended to simplify negotiations with perspective partners.

WHEREAS, Licensee represents that it is no longer planning development of a second generation compound, and would like to amend the agreement to remove those milestones.

WHEREAS, the NIH will accept, in lieu of a greater amendment issue royalty, a fixed royalty upon assignment of the Agreement, either individually, as part of the sale or transfer of substantially the entire business of Licensee relating to operations which concern this Agreement, or acquisition of the company.

WHEREAS, the NIH and the Licensee desire that the Agreement be amended a ninth time as set forth below in order to amend the benchmarks and assignment provision.

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

Licensee shall pay PHS a One Hundred Thousand Dollar ($100,000) assignment royalty upon assignment of the Agreement, sale or transfer of substantially the entire business of Licensee relating to operations which concern this Agreement, or acquisition of Licensee.

SIGNATURES BEGIN ON NEXT PAGE

NINTH AMENDMENT TO L ###-###-####/0

SIGNATURE PAGE

In Witness Whereof, the parties have executed this Ninth 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 I — ROYALTY PAYMENT OPTIONS

The OTT License Number MUST appear on payments, reports and correspondence.

Automated Clearing House (ACH) for payments through U.S. banks only

The NIH encourages its licensees to submit electronic funds transfer payments through the Automated Clearing House (ACH). Submit your ACH payment through the U.S. Treasury web site located at: https://www.pay.gov. Locate the “NIH Agency Form” through the Pay.gov “Agency List”.

Electronic Funds Wire Transfers

The following account information is provided for wire payments. In order to process payment via Electronic Funds Wire Transfer sender MUST supply the following information within the transmission:

Drawn on a U.S. bank account via FEDWIRE should be sent directly to the following account:

Drawn on a foreign bank account should be sent directly to the following account. Payment must be sent in U.S. Dollars (USD) using the following instructions:

Checks

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

Checks drawn on a U.S. bank account and sent by US Postal Service should be sent directly to the following address:

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

Checks drawn on a U.S. bank account and sent by overnight or courier 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

APPENDIX E-Benchmarks and Performance

Licensee agrees to the following Benchmarks for the purpose of measuring its performance under this Agreement. Licensee shall notify PHS in writing within thirty (30) days of achieving all such Benchmarks. They are: