**Exhibit 10.1****EMPLOYMENT AGREEMENT**     This EMPLOYMENT AGREEMENT (the “**Agreement**”) is made and entered into this 7th dayof March, 2007 (the “**Effective Date**”) by and between REPROS THERAPEUTICS INC., a Delawarecorporation (the “**Company**”), and ANDRE van AS, M.D., PH.D. (the “**Employee**”).**WITNESSETH**     WHEREAS, Employee is currently employed by the Company as its Senior Vice President ofRegulatory and Clinical Affairs and Chief Medical Officer pursuant to the terms of that certainOffer Letter dated as of December 4, 2006 (the “Offer Letter “); and     WHEREAS, the Offer Letter contemplated and provided that the Company and Employee would enterinto a six month rolling Employment Agreement;     NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements containedherein, and other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto agree as follows:     1. **Amendment and Restatement of Prior Offer Letter****.**The Offer Letter is herebyamended in its entirety and restated herein. Such amendment and restatement is effective upon theexecution of this Agreement by the Company and Employee. Upon such execution, all terms,conditions and rights granted in the Offer Letter are hereby waived, released and superseded intheir entirety and shall have no further force or effect.     2. **Employment****.**     (a) The Company hereby employs the Employee and the Employee hereby accepts employmentas the Senior Vice President of Regulatory and Clinical Affairs and Chief Medical Officer ofthe Company, subject to the direction of the Board of Directors and the Company’s Presidentand CEO. Employee agrees that he shall perform and discharge well and faithfully the dutiesand responsibilities that are assigned to him by the Board of Directors and/or the Presidentand CEO. The Employee agrees to devote such of his time, attention and energy to thebusiness of the Company, and any of its subsidiaries or affiliates, as may be required toperform the duties and responsibilities assigned to him by the Board of Directors and/or thePresident and CEO to the best of his ability and with requisite diligence.     (b) In exchange for the accelerated vesting of Employee’s Option (as defined in Section4(b) below), as provided in Section 4(b) below, in the event of a Change of Control (asdefined in Section 7(d) below) of the Company, Employee agrees that he will be available fora period of one year to the acquiring company, at a pay rate equal to no less thanEmployee’s then-current salary at the time of acquisition, to perform such services as theacquiring company may reasonably require, consistent with Employee’s duties hereunder.
 

 
     (c) The Employee agrees to comply in all material respects, at all times during theTerm (as defined in Section 3 hereof), with all applicable policies, rules and regulationsof the Company.     3. **Term****.**Subject to the terms hereof, this Agreement shall commence on the EffectiveDate hereof and shall terminate on the first anniversary of the Effective Date (the “**InitialTerm**”); *provided*, that this Agreement will automatically renew for successive one-year periodsafter the Initial Term (each an “**Additional Term**”) unless terminated in accordance with Section 7.The Initial Term together with any Additional Term shall be referred to herein as the “**Term**.”     4. **Compensation****.**     (a) The Company agrees to pay to Employee during the Initial Term a base monthly salaryof $21,750.00, payable in equal semi-monthly installments or on any other periodic basisconsistent with the Company’s payroll procedures, subject only to such payroll andwithholding deductions as are required by applicable federal and state laws. The basemonthly salary for such Additional Term shall be reviewed on an annual basis by the Board ofDirectors and recommendations for a salary adjustment shall be made based on both individualand corporate performance; *provided, however*, that there is no assurance that the basemonthly salary will be increased for any subsequent Additional Term, such decision to bewithin the discretion of the Board of Directors.     (b) The Company has issued, to Employee, an incentive stock option (the “Option”) topurchase 50,000 shares of the Company’s Common Stock under the Company’s Stock Option Plan,at an exercise price equal to the closing price of the Company’s Common Stock on the NasdaqGlobal Market on the date of Employee’s commencement of employment (December 16, 2006).Such shares shall vest and be exercisable at a rate of 1/12th of the totalthereof for each three month period of Employee’s employment following the Effective Date,provided that all shares shall vest and be exercisable in the event of a Change of Control(as defined below).     5. **Fringe Benefits; Expenses****.**     (a) So long as the Employee is employed by the Company, the Employee shall participatein all employee benefit plans sponsored by the Company for its executive employees,including, but not limited to, vacation policy, health insurance, dental insurance andretirement plans; *provided*, *however*, that the nature, amount and limitations of such plansshall be determined from time to time by the Board of Directors of the Company.     (b) The Company agrees to reimburse the Employee for all reasonable out-of-pocketexpenses incurred by him in the performance of his duties, subject to the submission ofappropriate documentation in accordance with the Company’s expense reimbursement policy asin existence from time to time.     (c) The Company agrees that it will pay all of Employee’s reasonable expensesassociated with travel between the Company’s headquarters in The Woodlands,
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Texas and Employee’s residence in Pennsylvania, and to/from any other locationsrequired in the performance of his duties hereunder. If mutually agreed, the Company willprovide temporary living arrangements for Employee in The Woodlands, including rental orlease of a vehicle.     6. **Confidential Information and Non-Competition****.**The Employee has executed and agreesto comply with the Confidentiality, Proprietary Information and Inventions and Non-CompetitionAgreement, a copy of which is attached as Exhibit A hereto and incorporated herein byreference.     7. **Termination****.**     (a) At any time during the Term, the Company may, at its sole discretion, discharge theEmployee, with or without “Cause”. Such termination shall be effective on delivery ofwritten notice to the Employee of the Company’s election to terminate this Agreement underthis Section 7. For purposes of this Agreement, the following events shall constitute“**Cause**”: (i) the conviction of the Employee by a court of competent jurisdiction of a crimeinvolving moral turpitude; (ii) the commission, or attempted commission, by the Employee ofan act of fraud on the Company; (iii) the misappropriation, or attempted misappropriation,by the Employee of any funds or property of the Company; (iv) the continued and unreasonablefailure by the Employee to perform in any material respect his obligations under the termsof this Agreement; (v) the knowing engagement by the Employee, without the written approvalof the Board of Directors, in any direct, material conflict of interest with the Companywithout compliance with the Company’s conflict of interest policy; (vi) the knowingengagement by the Employee, without the written approval of the Board of Directors, in anyactivity which competes with the business of the Company or which would result in a materialinjury to the Company; or (vii) the knowing engagement by the Employee in any activity thatwould constitute a material violation of the provisions of the Company’s Insider TradingPolicy or Business Ethics Policy, if any, then in effect.If the Company terminates the Employee’s employment under this Agreement for reasons otherthan Cause or if Employee terminates his employment for Good Reason (as defined below), thenthe Company shall, subject to the terms of this Section 7, pay to the Employee (or hisestate or representative, as appropriate) an amount equal to six (6) months compensation athis then current salary, payable bi-monthly or in accordance with the Company’s payrollprocedures, and shall continue to provide benefits in the kind and amounts provided upthrough the date of termination for the six (6) month period, including, without limitation,continuation of any Company-paid benefits as described in Section 5 of this Agreement forthe Employee and his family. Under no circumstances shall the Employee be entitled to anycompensation or continuation of benefits for any period of time following his termination ifhis termination is for Cause. If the Company terminates the Employee’s employment underthis Agreement for reasons other than Cause, the Employee agrees to accept, in fullsettlement of any and all claims, losses, damages and other demands that the Employee mayhave arising out of such termination as liquidated damages and not as a penalty, the six (6)month salary payments and continuation of Company-paid benefits as set forth above. TheEmployee hereby waives
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any and all rights that he may have to bring any cause of action or proceeding, as a resultof such termination, except to enforce the Company’s obligation to pay amounts owingpursuant to this Section 7.     (b) This Agreement will terminate automatically on the earliest to occur of: (i) thedeath or disability of the Employee; or (ii) the voluntary retirement of the Employee.     (c) If at any time during the Term of this Agreement, the Employee is unable to performeffectively his duties hereunder because of physical or mental disability, the Company shallcontinue payment of compensation as provided in Section 4 hereof during the first six-monthperiod of such disability to the extent not covered by the Company’s disability insurancepolicies. On the expiration of such six-month period, the Company, at its sole discretion,may continue payment of the Employee’s salary for such additional periods as the Companyelects or may terminate this Agreement without any further obligations thereunder. If theEmployee should die during the Term of this Agreement, the Employee’s employment and theCompany’s obligations hereunder shall terminate as of the last day of the month in which theEmployee’s death occurs.     (d) As used in this Agreement, “**Good Reason**” shall mean a material diminution in thetitle, powers, duties, responsibilities or functions of the Employee as described in Section2 above within one year following the occurrence of a Change of Control.     As used in this Agreement, a “**Change of Control**” shall mean:     (i) the acquisition after the Effective Date by any individual, entityor group (within the meaning of Section 13(d)(3) or 14(d)(2) of theSecurities Exchange Act of 1934, as amended) (a “Person”) of beneficialownership of 30% or more of either (x) the then outstanding shares of commonstock of the Company (the “Outstanding Common Stock”) or (y) the combinedvoting power of the then outstanding voting securities of the Companyentitled to vote generally in the election of directors (the “OutstandingVoting Securities”), provided that for purposes of this subsection (i), thefollowing acquisitions shall not constitute a Change of Control: (A) anyacquisition directly from the Company, (B) any acquisition by the Company,(C) any acquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any corporation controlled by theCompany, or (D) any acquisition by any corporation pursuant to a transactionwhich complies with clauses (A), (B) and (C) of subsection (ii) hereof; or     (ii) consummation after the Effective Date of a reorganization, mergeror consolidation or sale or other disposition of all or substantially all ofthe assets of the Company (a “Corporate Transaction”) in each case, unless,following such Corporate Transaction, (A) (1) all or substantially all ofthe persons who were the beneficial owners of the Outstanding
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Common Stock immediately prior to such Corporate Transactionbeneficially own, directly or indirectly, more than 30% of the thenoutstanding shares of common stock of the corporation resulting from suchCorporate Transaction, and (2) all or substantially all of the persons whowere the beneficial owners of the Outstanding Voting Securities immediatelyprior to such Corporate Transaction beneficially own, directly orindirectly, more than 30% of the combined voting power of the thenoutstanding voting securities entitled to vote generally in the election ofdirectors of the corporation resulting from such Corporate Transaction(including, without limitation, a corporation which as a result of suchtransaction owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) in substantiallythe same proportions as their ownership of the Outstanding Common Stock andthe Outstanding Voting Securities immediately prior to such CorporateTransaction, as the case may be, (B) no Person (excluding (1) anycorporation resulting from such Corporate Transaction or any employeebenefit plan (or related trust) of the Company or such corporation resultingfrom such Corporate Transaction and (2) any Person approved by the membersof the Board in office immediately prior to such Corporate Transaction)beneficially owns, directly or indirectly, 30% or more of the thenoutstanding shares of common stock of the corporation resulting from suchCorporate Transaction or the combined voting power of the then outstandingvoting securities of such corporation except to the extent that suchownership existed prior to such Corporate Transaction and (C) at least amajority of the members of the board of directors of the corporationresulting from such Corporate Transaction were members of the Board at thetime of the execution of the initial agreement or of the action of the Boardproviding for such Corporate Transaction.     (e) At any time during the Term of this Agreement, the Employee may terminate thisAgreement by giving at least thirty (30) days written notice to the Company of his intent toterminate this Agreement, with the date of termination to be specified in such notice.     (f) If this Agreement is terminated by the Employee pursuant to Section 7(e) hereof,then the Company will have no obligation to pay any amount to the Employee other thanamounts earned or accrued pursuant to Section 4 hereof, but which have not yet been paid, asof the date of termination.     8. **Assignment by Employee****.**Except as otherwise expressly provided herein, theEmployee agrees for himself, and on behalf of his executors and administrators, heirs, legatees,distributees and any other person or persons claiming any benefits under him by virtue of thisAgreement, that this Agreement and the rights, interests and benefits hereunder shall not beassigned, transferred, pledged or hypothecated in any way by the Employee or any executor,administrator, heir, legatee, distributee or person claiming under the Employee by virtue of thisAgreement and shall not be subject to execution, attachment or similar process. Any attempt atassignment, transfer, pledge or hypothecation or other disposition of this Agreement or of such
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rights, interests and benefits contrary to the foregoing provision, or the levy of anyattachment or similar process thereupon, shall be null and void and without effect.     9. **Successors of the Company****.**This Agreement shall be binding on and inure to thebenefit of any Successor (as hereinafter defined) of the Company and any such Successor shall bedeemed substituted for the Company under the terms of this Agreement. As used in this Agreement,the term “**Successor**” shall include any person, firm, corporation or other business entity which atany time, whether by merger, purchase or otherwise, acquires all or substantially all of the assetsor businesses of the Company; but no such substitution shall relieve such companies of theiroriginal obligations hereunder. This Agreement may not otherwise be assigned by the Companywithout the Employee’s consent to any person, firm, corporation, limited liability company, trustor other entity.     10. **Notices****.**All notices or other communications that are required or may be givenunder this Agreement shall be in writing and shall be deemed to have been duly given when deliveredin person, transmitted by telecopier or mailed by registered or certified first class mail, postageprepaid, return receipt requested, to the parties hereto at the address set forth below (as thesame may be changed from time to time by notice similarly given) or the last known business orresidence address of such other person as may be designated by either party hereto in writing.     If to the Company:     Repros Therapeutics Inc.  2408 Timberloch Place, Suite B-7  The Woodlands, Texas 77380  Attn: Joseph S. Podolski     If to the Employee:     Andre van As, M.D., Ph.D.  1273 Robynwood Lane  Westchester, PA 19380     11. **Waiver of Breach****.**A waiver by the Company or the Employee of a breach of anyprovision of this Agreement by the other party shall not operate or be construed as a waiver of anyother breach by the other party.     12. **Governing Law****.**This Agreement shall be governed by and construed in accordancewith the laws of the State of Texas.     13. **Severability****.**If any provision of this Agreement shall, for any reason, be heldto violate any applicable law, and so much of said Agreement is held to be unenforceable, then theinvalidity of such specific provision herein shall not be held to invalidate any other provisionherein which shall remain in full force and effect.     14. **Amendment****.**This Agreement constitutes and contains the entire agreement of theparties and supersedes any and all prior negotiations, correspondence, understandings andagreements between the parties respecting the subject matter hereof including, but not limited to,
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the Offer Letter. This Agreement may be modified only by an agreement in writing executed byall the parties hereto.     15. **Headings****.**The section and subsection headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning or interpretation of thisAgreement.     16. **Counterparts****.**This Agreement may be executed in any number of counterparts, eachof which shall be deemed an original, and all of which together shall constitute one instrument.     17. **Cumulative Remedies****.**All rights and remedies hereunder are cumulative and are inaddition to all other rights and remedies provided by law, agreement or otherwise.[Remainder of page left blank intentionally.]
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date firstwritten above.       **COMPANY:**       REPROS THERAPEUTICS INC.       By: /s/ Joseph S. Podolski         Joseph S. Podolski    *President and Chief Executive Officer*       **EMPLOYEE:**       By: /s/ Andre van As, M.D., Ph.D.         Andre van As, M.D., Ph.D.
 

 
Exhibit AProprietary Information and Inventions and Non-Competition Agreement between the Company and