exv10w3









Exhibit 10.3




EXECUTION COPY




SECOND AMENDMENT TO STANDSTILL AGREEMENT



     This SECOND AMENDMENT TO STANDSTILL AGREEMENT (the “Amendment”), dated as of October 2, 2008,
is by and between REPROS THERAPEUTICS INC., a Delaware corporation (the “Issuer”), and EFFICACY
CAPITAL, LTD (“Efficacy”).




RECITALS




     WHEREAS, the Issuer and Efficacy are parties to that certain Standstill Agreement dated as of
January 9, 2008, as amended by that certain First Amendment to Standstill Agreement dated July 28,
2008 (the “Standstill Agreement”); and



     WHEREAS, the Issuer and Efficacy desire to amend the Standstill Agreement as set forth below.



     NOW, THEREFORE, the Standstill Agreement is hereby amended as follows:



     1. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in
the Standstill Agreement.



     2. Section 1 of the Standstill Agreement is hereby amended to delete the reference to “thirty
three percent (33%)” and replace it with “forty percent (40%)”.



     3. Section 2(a) of the Standstill Agreement is hereby amended to delete the reference to
“thirty three percent (33%)” and replace it with “forty percent (40%)”.



     4. Section 2(c) of the Standstill Agreement is hereby amended to delete the phrase “1) Mark
Lappe, or such other individuals designated by Efficacy that are reasonably acceptable to the
Issuer’s Board of Directors, (the “Designated Director”) to be a member of the Issuer’s Board of
Directors,” and replace it with the following:




“1) appoint two (2) individuals designated by Efficacy that are
reasonably acceptable to the Issuer’s Board of Directors (the
“Designated Directors”) to be members of the Issuer’s Board of
Directors,”



     5. All references to the term “Designated Director” set forth in the Standstill Agreement are
hereby deleted and replaced with the term “Designated Directors”.



     6. The Recitals set forth at the beginning of this Amendment are incorporated herein.



     7. Except as amended by this Amendment, the Standstill Agreement shall remain in full force
and effect.



     8. This Amendment shall be governed by and construed and enforced in accordance with the laws
of the State of Delaware applicable to contracts made and to be performed therein. For the
convenience of the parties, any number of counterparts of this Amendment may be



 









 




executed by the
parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original
instrument. The parties acknowledge that delivery of executed copies of this Amendment may be
effected by facsimile transmission or other comparable means. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect, unless such action would substantially impair the benefits
to either party of the remaining provisions of this Amendment.




[Remainder of Page Intentionally Left Blank]




2









 








     IN WITNESS WHEREOF, each party hereto has executed this Amendment as of the day and year first
above written.



	 	 	 	 	 
	 	REPROS THERAPEUTICS INC.

 	 
	 	By:  	     /s/ Joseph S. Podolski
 	 
	 	 	     Joseph S. Podolski 	 
	 	 	     President and Chief Executive Officer 	 
	 
	 	EFFICACY CAPITAL, LTD

 	 
	 	By:  	     /s/ Mark Lappe
 	 
	 	 	     Mark Lappe 	 
	 	 	     Managing Partner 	 
	 



Signature Page — Second Amendment to Standstill Agreement