exv10w2






Exhibit 10.2




FIRST AMENDMENT TO STANDSTILL AGREEMENT




     This FIRST AMENDMENT TO STANDSTILL AGREEMENT (the “Amendment”), dated as of July 28, 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 (the “Standstill Agreement”), pursuant to which Efficacy agreed to refrain from
performing certain specified actions until the date on which the aggregate beneficial ownership of
the Issuer’s Common Stock by Efficacy is collectively less than eighteen percent (18%) of the
then-outstanding Common Stock of the Issuer (the “Threshold”), among other things;



     WHEREAS, in connection with Efficacy entering into the Standstill Agreement, the Issuer
amended its Rights Agreement (as defined in the Standstill Agreement) to include Efficacy and its
affiliates and associates within the definition of “Exempt Person” to the extent Efficacy
beneficially owns no more than thirty three percent (33%) of the then-outstanding Common Stock of
the Issuer for so long as the Standstill Agreement remains in effect;



     WHEREAS, on and between March 14, 2008 and March 27, 2008, a then-current broker for Efficacy
effected sales of the Issuer’s Common Stock beneficially owned by Efficacy without written notice
by Efficacy based on margin maintenance requirements not yet in effect and, as a result,
Efficacy’s aggregate beneficial ownership dropped below eighteen percent (18%);



     WHEREAS, Efficacy initially disclosed such sales under documents filed with the Securities
and Exchange Commission on or about July 3, 2008; and



     WHEREAS, the Issuer and Efficacy desire to (1) amend the Standstill Agreement effective March
13, 2008 to reduce the Threshold and (2) acknowledge that this Amendment acts to prevent the
Standstill Agreement from terminating and that the Standstill Agreement has remained in full force
and effect during the period described above and continues in full force and effect.



     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 2(i) of the Standstill Agreement is hereby amended and restated in its
entirety to read as follows:




“(i) the date on which the aggregate beneficial ownership of the
Issuer’s Common Stock by Efficacy is less than the greater of (y)
fifteen percent (15%) of the then-outstanding Common Stock of



 









 





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



     4. This Amendment shall be effective as of March 13, 2008.



     5. Except as amended by this Amendment, the Standstill Agreement shall remain in
full force and effect. The Issuer and Efficacy hereby acknowledge and agree that, as a result
of this Amendment, the Standstill Agreement has remained in full force and effect since March 13,
2008.



     6. 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/ Louis Ploth, Jr.	 	 
	 

	 	Name:
	 	Louis Ploth, Jr.


	 	 
	 

	 	Title:
	 	VP, CFO

	 	 
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	EFFICACY CAPITAL, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark Lappe 	 	 
	 

	 	Name:
	 	Mark
Lappe 


	 	 
	 

	 	Title:
	 	Managing
Partner 

	 	 
	 

	 	 	 	 
	 	 







3