Unassociated Document


    Exhibit
4.7

    SIXTH
AMENDMENT TO RIGHTS AGREEMENT

     

    THIS
SIXTH AMENDMENT TO RIGHTS AGREEMENT (this "Sixth Amendment") is entered into as
of the 9th day of September, 2010, by and between Repros Therapeutics Inc.
(formerly Zonagen, Inc.), a Delaware corporation (the "Company"), and
Computershare Trust Company, N.A. (successor-in-interest to Computershare Trust
Company, Inc.) ("Rights Agent"), and amends that certain Rights Agreement dated
as of September 1, 1999 and amended as of September 6, 2002, October
30, 2002, June 30, 2005, January 9, 2008 and October 10, 2008 by and between the
Company and the Rights Agent.

     

    RECITALS

     

    WHEREAS,
the Company and Rights Agent are parties to a Rights Agreement dated as of
September 1, 1999, as amended by a First Amendment to Rights Agreement
dated September 6, 2002, a Second Amendment to Rights Agreement dated
October 30, 2002, a Third Amendment to Rights Agreement dated June 30, 2005, a
Fourth Amendment to Rights Agreement dated January 9, 2008 and a Fifth Amendment
to Rights Agreement dated October 10, 2008 (as amended, the "Rights Agreement");
and

     

    WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent, at the direction of the Company, hereby agree to amend the Rights
Agreement as set forth below.

     

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

     

    1.    Section 7(a)
of the Rights Agreement is hereby amended by replacing the reference to
“September 13, 2010” in subsection (i) of Section 7(a) with “September 13,
2015.”

     

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

     

    3.    Except as
amended by this Sixth Amendment, the Rights Agreement shall remain in full force
and effect.

     

    4.    This Sixth
Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such state applicable to contracts to be made and performed
entirely within such state.  This Sixth Amendment may be executed in
any number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.  A signature to this Sixth Amendment
transmitted electronically shall have the same authority, effect, and
enforceability as an original signature.  If any term, provision,
covenant or restriction of this Sixth Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Sixth
Amendment shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

     

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of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly
executed and attested, all as of the day and year first above
written.

     

    


     

    COMPUTERSHARE
TRUST COMPANY, N.A., as Rights Agent

    


    


    By:  /s/ Kellie
Gwinn

    Name:  Kellie
Gwinn

    Title:  Vice
President

    


    


    REPROS
THERAPEUTICS INC.

    


    


    By:  /s/ Joseph S.
Podolski

    Name:
Joseph S.
Podolski

    Title:  
President and Chief
Executive Officer