MASTER SETTLEMENT AGREEMENTAND RELEASES

 

“Repros” shall mean Repros Therapeutics, Inc.

 

a.

Pay each Creditor in cash thirty-two percent of the amount shown next to such Creditor’s name in Section 3 hereof.  The payment shall be made within two business days of the Effective Date.

 

b.

The Company represents and warrants that is has not less than 6.2 million available authorized and unissued and treasury shares of its common stock, not including any shares reserved for outstanding options and other convertible securities.  Immediately following the Effective Date, issue to Computershare, Repros’ transfer agent, an irrevocable instruction letter to issues and deliver to each Creditor that number of shares of common stock of Repros equal to the greater of (i) the result obtained by subtracting (x) the cash payment specified in subparagraph (a) above from (y) the total amount due to each Creditor as reflected next to such Creditor’s name in Section 3 hereof, and dividing such result by the closing price for Repros’ common stock on the Nasdaq Global Market on the Effective Date (the “Effective Date Price”),2 or (ii) subject to approval of NASDAQ, 4,000,000 shares, issued pro rata to the Creditors in Section 3. If the Company fails to cause shares of its common stock to be issued in accordance with the foregoing sentence or fails to deliver the payment in accordance with Sec 2(a) above, or if the representation and warranty set forth in the first sentence of this Section 2(b) shall not be true and correct on the Effective Date, then this Agreement shall be null and void and of no force or effect.  The Creditors acknowledge that these shares will be unregistered shares subject to Rule 144 which requires a waiting period prior to sale of six months; however, Repros agrees that it will use its best efforts to prepare and file a registration statement (“Creditors’ Registration Statement’) on the applicable form with the U.S. Securities and Exchange Commission (the “SEC”) to register the shares issued to the Creditors as soon as possible following the Effective Date, to use its best efforts to have such registration statement declared effective as soon as possible, and to maintain such registration statement until all shares registered thereunder to the Creditors have been sold or for a period of one year, whichever comes first.  Repros also agrees that it will as promptly as possible, and in any event within ten business days following the Effective Date, deliver the draft registration statement to its independent auditors, PricewaterhouseCoopers (“PwC”), for their review, and file such registration statement with the SEC within three business days following the completion of such review by PwC.  Repros further agrees that it will refrain from (i) filing any other registration statement for any primary public offering, PIPE or other offering of its equity securities prior to filing the Creditor’s Registration Statement with the SEC, and (ii) selling any shares for any primary public offering, PIPE or other offering of its equity securities during the ten business days immediately following the effective date of the Creditors’ Registration Statement, in order to provide the Creditors an opportunity to sell their shares.

 

a.

Release of Repros.  Except for the obligations created by this Agreement, Creditors, for themselves, their agents, employees, legal representatives, heirs, attorneys, successors and assigns, officers directors and all persons, natural or corporate, in privity with all or any of them, do hereby fully and forever RELEASE, ACQUIT, DISCHARGE and DISMISS: any and all claims, demands, damages, actions, causes of action, costs, attorneys’ fees and liabilities, known or unknown, whether based in contract, tort, equity or otherwise arising out of allegations which have been or could have been asserted by them against Repros, its agents, employees, legal representatives, heirs, attorneys, successors and assigns, officers directors and all persons, natural or corporate, in privity with all or any of them.  In addition, the Litigation shall be dismissed with prejudice.  Provided, however, that this release shall not release Repros from liability under any new contracts entered into after the Effective Date or, if applicable to any particular Creditor, from any legitimate costs or expenses incurred by a Creditor following the Close Out Date, in connection with the Studies.

 

b.

Release of Creditors.  Except for the obligations created by this Agreement, Repros it agents, employees, legal representatives, heirs, attorneys, successors and assigns, officers directors and all persons, natural or corporate, in privity with all or any of them, do hereby fully and forever RELEASE, ACQUIT, DISCHARGE and DISMISS: any and all claims, demands, damages, actions, causes of action, costs, attorneys’ fees and liabilities, known or unknown, whether based in contract, tort, equity or otherwise against the Creditors, their agents, employees, legal representatives, heirs, attorneys, successors and assigns, officers directors and all persons, natural or corporate, in privity with all or any of them.

 

c.

Exclusion.  Except for the release granted by Repros to the Creditors set forth in paragraph 4b, this agreement shall not in any way be deemed to operate as a release of any entity engaged by Repros to conduct and manage any of the Studies on behalf of Repros from any claims held by the Creditors against such entity.

 

d.

Clinical Trial Indemnity Claims.  Notwithstanding anything hereinabove to the contrary, nothing herein is intended to alter or affect, in any way, any indemnification obligation, if any, of Repros or the Creditors in respect of liabilities relating to Third Party Claims (as defined below) under and pursuant to any existing clinical trial agreement previously entered into between them, to the extent any such obligation applies thereto.  Third Party Claims is hereby defined as including any claims from patients involved in the Studies, or from any regulatory body or governmental agencies relating to the Studies, and the like, but shall not include any third parties which were contracted for by the Creditors to participate in the Studies such as clinical trial sites or physicians.