MASTER SETTLEMENT AGREEMENT
AND RELEASES

    


    This Master Settlement Agreement and
Releases (“Agreement”) is entered into as of the Effective Date by and between
the Creditors and Repros.1

     

    WHEREAS, the Creditors entered into
various agreements with Repros to provide goods and/or services relative to a
clinical trial of the drug known as Proellex; and

     

    WHEREAS,
on August 3, 2009 (the “Close Out Date”), Repros announced it was voluntarily
suspending dosing in all of its clinical trials with Proellex (the “Studies”),
which decision was based on available information regarding the occurrence of
clinically significant increases of liver enzymes at the 50 mg and 25 mg doses,
coupled with input from a consulting panel of liver experts. Following this
decision, Repros was notified the next day, August 4, 2009, by the US Food and
Drug Administration  that its Investigational New Drug Applications
for Proellex had been put on clinical hold for safety reasons; and

     

    WHEREAS,
due to the foregoing, Repros was unable to raise funds in the equity markets or
otherwise sufficient to pay the Creditors for goods and/or services provided
with respect to Proellex; and

     

    WHEREAS, several Creditors commenced
lawsuits to collect amounts owed by Repros and other creditors threatened such
actions; and

     

    WHEREAS, Repros asserted various
defenses and/or disputed the Creditors’ claims;

     

    WHEREAS, the Creditors and Repros have
agreed to settle the Litigation, and all causes of action, known or unknown,
that could be asserted;

     

    NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, and for other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
Parties agree to compromise and settle all disputes existing or alleged to exist
between or among them as follows:

    

      
        


    

    
      1
Capitalized terms are defined in Section 1, below.

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    1.           Definitions.  For
purposes of this Agreement , the following terms shall have the following
meanings:

     

    “Creditors” shall mean any and
all of the following, including but not limited to, their respective agents,
officers, directors, employees, shareholders, partners, associates, consultants,
insurers, attorneys, assigns, successors-in-interest, related entities, parent
companies, subsidiary companies, owners, divisions, and/or
representatives:

    


    AAIPharma,
Inc.

    ACM
Medical Laboratory, Inc.

    Advances
in Health, Inc.

    Compleware
Corporation

    Comprehensive
Clinical Trials, LLC

    Impact
Clinical Trials

    IntegReview,
Ltd.

    inVentiv
Clinical Solutions, LLC

    Pharm-Olam
International Ltd.

    PharmaForm,
LLC

    


    “Effective Date” shall mean
the last date when this Master Settlement Agreement is executed by all Parties
with claims equal to no less than 95% of the total amount due all Creditors as
set forth in Section 3.

    


    “Event of Default” shall have
the meaning set forth in Section 5.

    


     “Litigation” shall mean
the following lawsuits:

    


    Advances in Health, Inc. vs. Repros
Therapeutics, Inc.; In the 295th
Judicial District Court of Harris County, Texas; Case No.
2009-53475


    


    Compleware Corporation v. Repros
Therapeutics, Inc.; In the United States District Court for the Southern
District of Iowa; Civil Action No. 3:09-CV-00115


    


    “Party” and/or “Parties” shall mean Creditors
and Repros, either individually and/or collectively as a
whole.



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              “Repros” shall mean
      Repros Therapeutics, Inc.

            


    

    


    2.           Consideration to be paid by
Repros. In full and final satisfaction of all claims and causes of action
Repros shall:

     

    
      	
               
      

            	
              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.

            


    

    

      
        

      

    

    
      2 If the
Effective Date is not a date on which Repros' common stock is traded, the
Effective Date Price will be the closing price on the last trading day prior to
the Effective Date.

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    3.           Agreed Claim
Amounts.
For purposes of the payments referred to herein, the Creditors and Repros agree
to the following amounts which result in the Pro Rata Share shown:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              NAME

                            	 	
                              AMOUNT

                            	 	 	
                              32% PAYMENT

                            	 
	 
      	 	 	 	 	 	 
	
                              AAIPharm,
      Inc.

                            	 	$	2,982,036.50	 	 	$	954,251.68	 
	
                              ACM
      Medical Laboratory, Inc

                            	 	$	468,162.63	 	 	$	149,812.04	 
	
                              Advances
      in Health, Inc.

                            	 	$	371,827.48	 	 	$	118,984.79	 
	
                              Compleware
      Corp.

                            	 	$	1,256,334.92	 	 	$	402,027.17	 
	
                              Comprehensive
      Clinical Trials LLC

                            	 	$	129,289.75	 	 	$	41,372.72	 
	
                              Impact
      Clinical Trials, INC

                            	 	$	191,113.00	 	 	$	61,156.16	 
	
                              IntegReview,
      Ltd

                            	 	$	177,067.48	 	 	$	56,661.59	 
	
                              inventive
      Clinical Solutions, LLC

                            	 	$	2,478,361.80	 	 	$	793,075.78	 
	
                              Pharm-Olam
      International, Ltd

                            	 	$	618,334.42	 	 	$	197,867.01	 
	
                              PharmaForm,
      LLC

                            	 	$	230,756.27	 	 	$	73,842.01	 
	
                              Total

                            	 	$	8,903,284	 	 	$	2,849,051	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    4.           Mutual
Releases.  The Parties agree to the following mutual
releases:

     

    
      	
               
      

            	
              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.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    
 

    5.           No Additional Consideration;
Entire Agreement.  The Parties hereby agree that no additional
consideration of any kind will be paid or given or has been promised for the
execution of this Agreement, and that no further recovery on account of the
matters stated herein, or in any way related thereto, may hereafter be had from
any of them or their respective agents, employees, heirs, successors and assigns
for any damages or wrongful conduct which has occurred.  Each Party
acknowledges that they have carefully read this instrument and that this
instrument expresses the final and entire agreement between the Parties, and
that each Party has executed this Agreement freely and of its own
accord.  The Parties hereto acknowledge and agree that there are no
oral agreements between them and, specifically, there are no agreements of
indemnity between them (except as otherwise referenced in Section 4(c)
above).  The Parties acknowledge that the terms and conditions of this
Agreement have been voluntarily agreed upon, that each has consulted counsel,
that no one is under any disadvantage and that no representations have been made
other than those set forth herein.

     

    6.           Financial
Information.  Prior to the execution of this Agreement, Repros
provided the Creditors with certain financial
information.   Creditors represent and warrant that they have
become  Parties hereto solely in reliance upon their own independent
investigation, examination, due diligence, evaluation, or have otherwise
satisfied themselves thereto as they deem necessary and appropriate to make a
complete and accurate analysis and decision so as to enter into this
transaction, and that Creditors are not relying upon any representation,
warranty or statement of Repros, other than as set forth herein, for entering
into this Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    7.           No Admission of
Liability.  All Parties understand, acknowledge and agree that
this Agreement constitutes a compromise of disputed claims, and is not to be
construed as an admission of liability on the part of any Party(ies),
collectively or individually, any and all such liability(ies) being expressly
denied.

     

    8.           Representation of Ownership
of Claims.  All Parties represent and warrant (which
representations and warranties are in part consideration of the execution of
this Agreement), that they own all and each of the claims, rights, demands and
causes of action which they are hereby settling or releasing, and that they have
not assigned to any other person or entity all or any part of said claims,
rights, demands or causes of action.

     

    9.           Assignment.  The
Creditors may not assign their rights under this Agreement absent the consent of
Repros.

     

    10.         Agreement to Execute
Necessary Documents.  The Parties further agree, upon demand,
to execute, acknowledge and deliver any and all documents, in addition to the
documents set forth herein, and to do such other acts and things which are
reasonably necessary to accomplish the purpose and terms of this
Agreement.

     

    11.         Governing
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware.

     

    12.         Binding
Effect.  This Agreement shall inure to the benefit of and be
binding upon Repros and each of the other Parties hereto who execute this
Agreement, together with their respective officers, directors, shareholders,
employees, agents, attorneys, heirs, successors and assigns.

    


    13.         Costs and
Expenses.  The Parties expressly agree that each shall bear its
own respective attorneys’ fees, costs and related expenses incurred to
date.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    14.         Contractual
Terms.  The Parties agree and acknowledge that the terms of
this Agreement are contractual and not merely recitals and that the agreements
contained herein and the consideration transferred are to compromise disputed
claims, to avoid litigation or other similar proceedings and to buy full and
final peace.

     

    15.         Modification.  No
provision of this Agreement may be modified, waived or terminated except by
instrument in writing (specifically referring to this Agreement) executed by the
Party against whom the modification, waiver or termination is sought to be
enforced.

     

    16.         Voluntary
Execution.  Each Party to this Agreement represents that this
Agreement is entered voluntarily and without coercion, and that no signatory is
relying upon any representation made by any other Party in electing to execute
this Agreement.

     

    17.         Multiple
Originals.  It is understood and agreed that this Agreement may
be executed in a number of identical counterparts, each of which shall be deemed
an original for all purposes.

     

    18.         Shared
Drafting.  The Parties acknowledge that they have shared in the
drafting of this Agreement and, therefore, that it shall not be construed in
favor of one or the other.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement in multiple originals as of the dates of their
respective acknowledgments.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          REPROS
      THERAPEUTICS, INC.

                                        
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Joseph Podolski

                                        
	 
      	 
      
	
                                          Name:

                                        	
                                          Joseph
      Podolski

                                        
	 
      	 
      
	
                                          Title:

                                        	
                                          Chief
      Executive Officer

                                        
	 
      	 
      
	
                                          Dated:

                                        	
                                          10/28/2009

                                        
	 
      	 
      
	
                                          AAIPHARMA,
      INC.

                                        
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Lyle Lohmeyer

                                        
	 
      	 
      
	
                                          Name:

                                        	
                                           Lyle
      Lohmeyer

                                        
	 
      	 
      
	
                                          Title:

                                        	
                                          Chief
      Financial Officer

                                        
	 
      	 
      
	
                                          Dated:

                                        	
                                          October
      29, 2009

                                        
	 
      	 
      
	
                                          ACM
      MEDICAL LABORATORY, INC.

                                        
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Arthur E. Glenz

                                        
	 
      	 
      
	
                                          Name:

                                        	
                                           Arthur
      E. Glenz

                                        
	 
      	 
      
	
                                          Title:

                                        	
                                          President/CEO

                                        
	 
      	 
      
	
                                          Dated:

                                        	
                                          10/29/08

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  ADVANCES,
      IN HEALTH, INC.

                                                
	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Melissa Poindexter

                                                
	 
      	 
      
	
                                                  Name:

                                                	
                                                  Melissa
      Poindexter

                                                
	 
      	 
      
	
                                                  Title:

                                                	
                                                  President

                                                
	 
      	 
      
	
                                                  Dated:

                                                	
                                                  10/29/2009

                                                
	 
      	 
      
	
                                                  COMPLEWARE
      CORPORATION.

                                                
	 
      	
                                                   
      

                                                
	
                                                  By:

                                                	
                                                  /s/
      Kay Weiler

                                                
	 
      	 
      
	
                                                  Name:

                                                	
                                                  Kay
      Weiler

                                                
	 
      	 
      
	
                                                  Title:

                                                	
                                                  Vice
      President

                                                
	 
      	 
      
	
                                                  Dated:

                                                	
                                                  October
      29, 2009

                                                
	 
      	 
      
	
                                                  COMPREHENISVE
      CLINICAL TRIAL, LLC

                                                
	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Ronald T. Ackerman, MD, FACOG

                                                
	 
      	 
      
	
                                                  Name:

                                                	
                                                   Ronald
      T. Ackerman, MD, FACOG

                                                
	 
      	 
      
	
                                                  Title:

                                                	
                                                  CEO/Medical
      Director

                                                
	 
      	 
      
	
                                                  Dated:

                                                	
                                                  10/29/09

                                                
	 
      	 
      
	
                                                  IMPACT
      CLINICAL TRIALS

                                                
	 
      	 
      
	
                                                  By:

                                                	
                                                  /s/
      Lydie Hazan, M.D.

                                                
	 
      	
                                                  Lydie
      Hazan, M.D.

                                                
	
                                                  Name:

                                                	 
      
	 
      	 
      
	
                                                  Title:

                                                	
                                                  CEO/President

                                                
	 
      	 
      
	
                                                  Dated:

                                                	
                                                  10/29/09

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    INTEGREVIEW,
      LTD

                                                  
	 
      
	
                                                    By:

                                                  	
                                                    /s/
      Lynn Meyer

                                                  
	 
      	 
      
	
                                                    Name:

                                                  	
                                                    Lynn
      Meyer

                                                  
	 
      	 
      
	
                                                    Title:

                                                  	
                                                    President

                                                  
	 
      	 
      
	
                                                    Dated:

                                                  	
                                                    10/29/09

                                                  
	 
      	 
      
	
                                                    INVENTIVE
      CLINICAL SOLUTIONS, LLC

                                                  
	 
      	 
      
	
                                                    By:

                                                  	
                                                    /s/
      Gerald Kappes

                                                  
	 
      	 
      
	
                                                    Name:

                                                  	
                                                    Gerald
      Kappes

                                                  
	 
      	 
      
	
                                                    Title:

                                                  	
                                                    CFO

                                                  
	 
      	 
      
	
                                                    Dated:

                                                  	
                                                    10/29/2009

                                                  
	 
      	 
      
	
                                                    PHARM-OLAM
      INTERNATIONAL, LTD

                                                  
	 
      	 
      
	
                                                    By:

                                                  	
                                                    /s/
      James W. Clark, Jr.

                                                  
	 
      	 
      
	
                                                    Name:

                                                  	
                                                    James
      W. Clark, Jr.

                                                  
	 
      	 
      
	
                                                    Title:

                                                  	
                                                    CFO

                                                  
	 
      	 
      
	
                                                    Dated:

                                                  	
                                                    10/29/2009

                                                  
	 
      	 
      
	
                                                    PHARMAFORM,
      LLC

                                                  
	 
      
	
                                                    By:

                                                  	 
      
	 
      	 
      
	
                                                    Name:

                                                  	 
      
	 
      	 
      
	
                                                    Title:

                                                  	 
      
	 
      	 
      
	
                                                    Dated:

                                                  	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        11