EXHIBIT
10.1

    


    SECOND AMENDMENT TO
LEASE

     

    THIS SECOND AMENDMENT TO LEASE
(the "Second Amendment")
is entered into this 14th day of June, 2010, by and between COLUMBIA TEXAS 2408 TIMBERLOCH
INDUSTRIAL, L.P., a Delaware limited partnership (successor-in-interest
to Sealy Woodlands, L.P., a Delaware limited partnership) ("Lessor") and REPROS THERAPEUTICS INC., a
Delaware corporation (successor-in-interest to Repros Therapeutics, Inc., a
Delaware corporation, and Zonagen, Inc., a Delaware corporation) ("Lessee").

     

    WITNESSETH:

     

    A.           Lessor
and Lessee entered into that certain Lease Agreement dated May 11, 2004, as
amended by that certain Amendment to Lease (the "First Amendment") dated
March 17, 2006 (as amended, the "Lease") pursuant to which
Lessor leased to Lessee, and Lessee accepted from Lessor, Suites B6-B8,
consisting of approximately seven thousand one hundred seventeen (7,117)
rentable square feet of space (the "Premises"), in the building
located at and commonly known as 2408 Timberloch Place, The Woodlands,
Montgomery County, Texas (the "Building"), as more
particularly described in the Lease.

     

    B.           Lessor
and Lessee now desire to amend the Lease by extending the Term of the Lease upon
the terms and conditions more specifically set forth herein.

     

    NOW, THEREFORE, in
consideration of the covenants and conditions set forth herein, the parties
hereto, intending to be legally bound, hereby agree that the Lease is hereby
amended and supplemented as follows:

     

    
      	
               
      

            	
              1.

            	
              Recitals/Definitions.  The
      above recitals are true and correct and are hereby incorporated into this
      Second Amendment as if set forth herein at length.  Any and all
      capitalized terms not defined herein shall have the definitions set forth
      in the Lease.

            


    

     

    
      	
               
      

            	
              2.

            	
              Term.  Section 2
      of the Lease, as amended by Section 2
      of the First Amendment, is hereby further amended by extending the Term
      for a period of five (5) years commencing on July 1, 2010 and
      expiring on June 30, 2015.  Any and all options to renew
      set forth in the Lease are hereby deleted in their
    entirety.

            


    

     

    
      	
               
      

            	
              3.

            	
              Base
      Monthly Rent.  Effective as of July 1, 2010 (the
      "Effective Date"),
      the Base Monthly Rent set forth in Section 4.E.
      and Exhibit "C"
      of the Lease, as amended by Section 3
      of the First Amendment, is hereby further amended and replaced with the
      following:

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            Period

                          	 	
                            Base Monthly Rent

                          	 	 	
                            Annual Base Rent Per Square Foot

                          	 
	
                            July
      1, 2010 — June 30, 2011

                          	 	$	4,003.31	 	 	$	6.75	 
	
                            July
      1, 2011 — June 30, 2012

                          	 	$	4,121.93	 	 	$	6.95	 
	
                            July
      1, 2012 — June 30, 2013

                          	 	$	4,246.48	 	 	$	7.16	 
	
                            July
      1, 2013 — June 30, 2014

                          	 	$	4,371.02	 	 	$	7.37	 
	
                            July
      1, 2014 — June 30, 2015

                          	 	$	4,501.50	 	 	$	7.59	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.

            	
              Additional
      Rent.  Lessee shall continue to be responsible for any
      and all additional rent and other charges due under the Lease, including,
      without limitation, Lessee's Proportionate Share of all Operating Expenses
      (including Taxes, Lessor's costs of providing insurance and Common Area
      maintenance costs); provided, however, from and after the Effective Date,
      such payments shall be made without regard to any base year.  In
      furtherance of the foregoing, effective as of the Effective
      Date:

            


    

     

    
      	
               
      

            	
              a.

            	
              The
      first sentence of Section 7.E.
      of the Lease is hereby deleted and replaced in its entirety as
      follows:  "LESSEE'S cost of the taxes and other items mentioned
      in this Article shall be defined as its prorata share of the total annual
      taxes regardless of the jurisdiction, jurisdictions, authority or
      authorities levying the same."

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      first sentence of Section 8.C.
      of the Lease is hereby deleted and replaced in its entirety as
      follows:  "LESSEE'S cost of the insurance and other items
      mentioned in this Article shall be defined as its prorata share of any of
      LESSOR'S costs of providing insurance for the Leased Premises, Land,
      Building and/or project of which the Leased Premises are a part pursuant
      to Section 8.A.
      above."

            


    

     

    
      	
               
      

            	
              c.

            	
              The
      first sentence of Section 11.I.
      of the Lease is hereby deleted and replaced in its entirety as
      follows:  "LESSEE shall pay Lessee's Proportionate Share,
      pursuant to Articles 4.D. and 4.E., of all costs incurred by LESSOR
      associated with the Common Area items mentioned in this
      Article 11."

            


    

     

    
      	
               
      

            	
              5.

            	
              Lessor's
      Work.  Lessor shall, at its expense, replace the existing
      HVAC system serving the Premises with three (3) new commercial units
      providing approximately seventeen (17) tons of
  capacity.

            


    

     

    
      	
               
      

            	
              6.

            	
              AS-IS.  Lessee
      hereby acknowledges that it is in possession of the Premises and, except
      as otherwise set forth in Section 5
      of this Second Amendment, accepts the Premises in its "AS-IS"
      condition.  Except as otherwise set forth in Section 5
      of this Second Amendment, no agreement of Lessor to alter, remodel,
      decorate, clean or improve the Premises or the Building has been made by
      Lessor or its agents except as set forth in the
  Lease.

            


    

     

    
      	
               
      

            	
              7.

            	
              Right
      of Refusal.  Effective as of the date hereof, the "Right
      of Refusal" provision set forth in Exhibit "C"
      of the Lease is hereby deleted in its
entirety.

            


    

     

    
      	
               
      

            	
              8.

            	
              Certification.  Lessee,
      by executing this Second Amendment, hereby certifies
      that:  (a) the Lease is in full force and effect and has
      not been modified except as provided above; (b) there are no
      prepayments by or credits due Lessee under the Lease; and (c) Lessee
      is not aware of the existence of any default by Lessor, nor of any event
      which with the giving of notice or passage of time, or both, would
      constitute a breach or default by Lessor under the
  Lease.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              9.

            	
              OFAC.  Lessee
      is not (i) acting, directly or indirectly for, or on behalf of, any
      person, group, entity or nation named by any Executive Order (including
      the September 24, 2001, Executive Order Blocking Property and Prohibiting
      Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism) or the United States Treasury Department as a terrorist,
      "Specially Designated National and Blocked Person," or other banned or
      blocked person, entity, or nation pursuant to any Law that is enforced or
      administered by the Office of Foreign Assets Control, and is not engaging
      in this transaction, directly or indirectly, on behalf of, or instigating
      or facilitating this transaction, directly or indirectly, on behalf of,
      any such person, group, entity or nation, nor (ii) engaged in any
      dealings or transactions, directly or indirectly, in contravention of any
      United States, international or other applicable money laundering
      regulations or conventions, including, without limitation, the United
      States Bank Secrecy Act, the United States Money Laundering Control Act of
      1986, the United States International Money Laundering Abatement and
      Anti-Terrorist Financing Act of 2001, Trading with the Enemy Act
      (50 U.S.C. § 1 et seq., as amended), or any foreign asset
      control regulations of the United States Treasury Department (31 CFR,
      Subtitle B, Chapter V, as amended) or any enabling legislation
      or executive order relating thereto.  Lessee shall, within five
      (5) days after Lessor's request, provide such information as Lessor may
      require to verify the foregoing representations or as may be required in
      order to enable Lessor to comply with any reporting requirements or
      applicable laws pertaining to the foregoing
    representations.

            


    

     

    
      	
               
      

            	
              10.

            	
              Broker.  Lessee
      and Lessor warrant that they have had no dealings with any broker or agent
      in connection with the negotiations or execution of this Second Amendment,
      other than Lincoln Property Company (whose commissions shall be paid by
      Lessor pursuant to a separate agreement), and Lessor and Lessee agree to
      indemnify the other against all costs, expenses, reasonable attorney's
      fees, or other liability for commissions or other compensation or charges
      resulting from a breach of such
representations.

            


    

     

    
      	
               
      

            	
              11.

            	
              Miscellaneous.  Except
      as expressly set forth herein, the Lease is unmodified and in full force
      and effect.  This Second Amendment shall be binding upon and
      shall inure to the benefit of the parties and their successors and
      assigns.

            


    

     

    [Signatures
to Follow]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    IN WITNESS WHEREOF, the
parties have executed this Second Amendment on the date first written
above.

     

    
      
        
          
            
              
                	 
      	
                        LESSOR:

                      
	 
      	 
      
	 
      	
                        COLUMBIA TEXAS 2408 TIMBERLOCH
      INDUSTRIAL, L.P.,

                      
	 
      	
                        a
      Delaware limited partnership

                      
	 
      	 
      
	 
      	
                        By:         

                      	
                        Columbia
      Texas Industrial XVI, LLC,

                      
	 
      	 
      	
                        a
      Delaware limited liability company,

                      
	 
      	 
      	
                        its
      sole general partner

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Columbia
      Industrial Properties, LLC,

                      
	 
      	 
      	
                        a
      Delaware limited liability company,

                      
	 
      	 
      	
                        its
      sole member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Lincoln
      Industrial Manager, LLC,

                      
	 
      	 
      	
                        a
      Delaware limited liability company,

                      
	 
      	 
      	
                        its
      managing member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Lincoln
      Advisory Group, Ltd.,

                      
	 
      	 
      	
                        a
      Texas limited partnership,

                      
	 
      	 
      	
                        its
      sole member

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        Lincoln
      GP Advisory Group, Inc.,

                      
	 
      	 
      	
                        a
      Texas corporation,

                      
	 
      	 
      	
                        its
      general partner

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By: 

                      	
                        /s/ Gary Kobus

                      
	 
      	 
      	 
      	
                        Gary
      Kobus, its President

                      
	 
      	 
      
	 
      	
                        LESSEE:

                      
	 
      	 
      
	 
      	
                        REPROS
      THERAPEUTICS INC.,

                      
	 
      	
                        a
      Delaware Corporation

                      
	 
      	 
      
	 
      	
                        By: 

                      	
                        /s/ Joseph S. Podolski

                      
	 
      	
                        Name/Title: Joseph S. Podolski,
      President and
CEO