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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission File No. 001-15281
 Repros Therapeutics Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    76-0233274(IRS Employer
Identification No.)2408 Timberloch Place, Suite B-7
The Woodlands, Texas(Address of principal executive offices)
    
    77380(Zip Code)
 (281) 719-3400
(Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Name of EachTitle of Each Class
    
    Exchange on Which RegisteredCommon Stock, $.001 par value
    
    NASDAQ Global MarketRights to purchase Series One Junior
    
    NASDAQ Global MarketParticipating Preferred Stock
 o þ
  o þ
 þ o
 o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
   Documents incorporated by reference




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##### 



REPROS THERAPEUTICS INC
2008 FORM 10-K ANNUAL REPORT
 TABLE OF CONTENTS
 PagePART I
    
    
    
    
    2Item 1.
    
    Business
    
    
    2Item 1A.
    
    Risk Factors
    
    
    13Item 1B.
    
    Unresolved Staff Comments
    
    
    24Item 2.
    
    Properties
    
    
    24Item 3.
    
    Legal Proceedings
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24PART II
    
    
    
    
    24Item 5.
    
    Market for the Registrants Common Equity, Related Stockholder Matters & Issuer Purchases
of Equity Securities
    
    
    24Item 6.
    
    Selected Consolidated Financial Data
    
    
    27Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 8.
    
    Financial Statements and Supplementary Data
    
    
    38Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    38Item 9A.
    
    Controls and Procedures
    
    
    38Item 9B.
    
    Other Information
    
    
    39PART III
    
    
    
    
    40Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    40Item 11.
    
    Executive Compensation
    
    
    40Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    40Item 13.
    
    Certain Relationship and Related Transactions, and Director Independence
    
    
    40Item 14.
    
    Principal Accountant Fees and Services
    
    
    40PART IV
    
    
    
    
    41Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    41EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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PART I
 
 ITEM 1. BUSINESS
 Overview
   Proellex®
 
    
    Phase 3  three-month pre-surgical treatment for women with anemia due to
excessive menstrual bleeding associated with uterine fibroids, or anemia associated
with uterine fibroids, who may consider having a subsequent hysterectomy
    
    Phase 3  chronic treatment of symptoms associated with uterine fibroids
    
    Phase 2  chronic treatment of symptoms associated with endometriosis
 Androxal®
 
    
    Phase 2b proof-of-concept trial in men being treated for low testosterone levels
who want to improve or maintain their fertility and/or sperm number and function
    
    We intend to file an Investigational New Drug Application, or IND, in the first
half of 2009 for Androxal as a treatment for type 2 diabetes
  Available Information
  Proellex
 Product and Clinical Development Overview
   ®
  -2-




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Pre-surgical treatment of anemia associated with uterine fibroids
    
    

    
    2010Treatment of symptoms associated with uterine fibroids
    
    Late 2010-2011Treatment of symptoms associated with endometriosis
    
    Late 2010-2011
 Anemia Associated with Uterine Fibroids
  Current Phase 3 Trials
  Development Plan
 -3-




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Symptomatic
Uterine Fibroids  Chronic Management
  Current Phase 3 Trials
  Current and Upcoming Open Label Safety Studies
    Development Plan.
  Endometriosis
 Recent Phase 2 Trial .
 -4-




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® ®
 Development Plan
 Management of Increasing Endometrial Thickening and Uterine Bleeding
 ®
 Androxal
 Product Overview
 ® trans
  -5-




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Secondary Hypogonadism with Fertility Maintenance/Improvement
  -6-




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Type 2 Diabetes
 ® ® ®
 Secondary Hypogonadism
   Other Products
  Business Strategy
   Research and Development
  Proellex License Agreement with National Institutes of Health
  -7-




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Manufacturing
     Sales and Marketing
  -8-




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Patents and Proprietary Information
     Competition
    -9-




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Governmental Regulation
        -10-




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Third-Party Reimbursement and Pricing Controls
    The Hatch-Waxman Act
   Litigation
  Employees and Consultants
 Employees
  Scientific Advisors and Consultants
  -11-




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-12-




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ITEM 1A. RISK FACTORS
 You should carefully consider the risks described below before making an investment decision. You
should also refer to the other information in this report, including our financial statements and
the related notes incorporated by reference. The risks and uncertainties described below are not
the only risks and uncertainties we face. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial also may impair our business operations. If any of the
following risks actually occur, our business, results of operations and financial condition could
suffer. In that event the trading price of our common stock could decline, and you may lose all or
part of your investment in our common stock. The risks discussed below also include
forward-looking statements and our actual results may differ substantially from those discussed in
these forward-looking statements.
 Risks Relating to Our Business
 If we fail to obtain the capital necessary to fund our operations, we will have to delay, reduce or
eliminate our research and development programs or commercialization efforts.
  
    
    delay, reduce the scope of or eliminate one or more of our development programs;
    
    relinquish, license or otherwise dispose of rights to technologies, product candidate
or products that we would otherwise seek to develop or commercialize ourselves at an
earlier stage or on terms that are less favorable than might otherwise be available; or
    
    liquidate and dissolve our company.
  
    
    the size, complexity, results and timing of our clinical programs;
    
    the cost to obtain sufficient supply of the compounds necessary for our product
candidates at a reasonable cost;
    
    the time and cost involved in obtaining regulatory approvals;
    
    the costs involved in preparing, filing, prosecuting, maintaining, defending and
enforcing patent claims; and
    
    competing technological and market developments.
  The current worldwide financial crisis and economic downturn may likely affect our suppliers and
contractors, and could materially affect our ability to do business.
  -13-




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The U.S. governments actions to address the financial crises may not be effective to stabilize the
financial markets or to increase the availability of credit.
  Our product candidates are in clinical development, and if we are not able to successfully complete
their development and commercialize them, we may not generate sufficient revenues to continue our
business operations.
   Because the data from our preclinical studies and early clinical trials for our product candidates
are not necessarily predictive of future results, we can provide no assurances that any of them
will have favorable results in clinical trials or receive regulatory approval.
  We have a history of operating losses, and we expect to incur increasing net losses and may not
achieve or maintain profitability for some time or at all.
  -14-




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Raising additional funds by issuing securities or through collaboration and licensing arrangements
may cause dilution to existing stockholders, restrict our operations or require us to relinquish
proprietary rights.
  Our stock price could decline significantly based on the results and timing of clinical trials of,
and decisions affecting, our product candidates.
   Delays in the commencement of preclinical studies and clinical trials testing of our current and
potential product candidates could result in increased costs to us and delay our ability to
generate revenues.
   
    
    demonstrating sufficient safety and efficacy in past clinical trials to obtain
regulatory approval to commence a further clinical trial;
    
    convincing the FDA that we have selected valid endpoints for use in proposed clinical
trials, such as those we recently changed in our Androxal clinical trials after our
meeting with the FDA;
    
    reaching agreements on acceptable terms with prospective contract manufacturers for
manufacturing sufficient quantities of a product candidate; and
    
    obtaining institutional review board approval to conduct a clinical trial at a
prospective site.
  Delays in the completion of, or the termination of, clinical testing of our current and potential
product candidates could result in increased costs to us, and could delay or prevent us from
generating revenues.
 -15-




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
    
    lack of effectiveness of any product candidate during clinical trials;
    
    side effects experienced by trial participants or other safety issues;
    
    slower than expected rates of patient recruitment and enrollment or lower than
expected patient retention rates;
    
    delays or inability to manufacture or obtain sufficient quantities of materials for
use in clinical trials;
    
    inadequacy of or changes in our manufacturing process or compound formulation;
    
    delays in obtaining regulatory approvals to commence a trial, or clinical holds or
delays requiring suspension or termination of a trial by a regulatory agency, such as
the FDA, after a trial is commenced;
    
    changes in applicable regulatory policies and regulations;
    
    delays in identifying and reaching agreement on acceptable terms with prospective
clinical trial sites;
    
    uncertainty regarding proper dosing;
    
    unfavorable results from on-going clinical trials and preclinical studies;
    
    failure of our clinical research organizations to comply with all regulatory and
contractual requirements or otherwise fail to perform their services in a timely or
acceptable manner;
    
    scheduling conflicts with participating clinicians and clinical institutions;
    
    failure to construct appropriate clinical trial protocols;
    
    insufficient data to support regulatory approval;
    
    inability or unwillingness of medical investigators to follow our clinical protocols;
    
    difficulty in maintaining contact with subjects during or after treatment, which may
result in incomplete data;
    
    ongoing discussions with the FDA or other regulatory authorities regarding the scope
or design of our clinical trials; as was the case with our development for the initial
indication of Androxal that we are no longer pursuing;
    
    acceptability to the FDA of data obtained from clinical studies conducted in Europe
or other non-United States jurisdictions; and
    
    lack of adequate funding to continue clinical trials.
   Even if we successfully complete clinical trials for Proellex and Androxal, there are no assurances
that we will be able to submit, or obtain FDA approval of, a new drug application.
  -16-




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The results of preclinical studies and completed clinical trials are not necessarily predictive of
future results, and our current drug candidates may not have favorable results in later studies or
trials.
  If commercialized, our product candidates may not be approved for sufficient governmental or
third-party reimbursements, which would adversely affect our ability to market our product
candidates.
  If we successfully develop products but those products do not achieve and maintain market
acceptance, our business will not be profitable.
  
    
    relative convenience and ease of administration;
    
    the prevalence and severity of any adverse side effects;
    
    availability, effectiveness and cost of alternative treatments;
    
    pricing and cost effectiveness of our drugs;
    
    effectiveness of our or collaborators sales and marketing strategies; and
    
    our ability to obtain sufficient third-party insurance coverage or reimbursement.
  -17-




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
    
    new products or technologies are introduced that are more favorably received than our
products, are more cost effective or render our products obsolete;
    
    unforeseen complications arise with respect to use of our products; or
    
    sufficient third-party insurance coverage or reimbursement does not remain available.
 We currently rely on third-party manufacturers and other third parties for production of our
product candidates, and our dependence on these manufacturers may impair the development of our
product candidates.
    Our product candidates have only been manufactured in small quantities to date, and we may face
delays or complications in manufacturing quantities of our product candidates in sufficient
quantities to meet the demands of late stage clinical trials and marketing.
  Our product candidates require precise, high-quality manufacturing which may not be available at
acceptable costs.
  -18-




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We may experience delays in the development of our product candidates if the third-party
manufacturers of our product candidates cannot meet FDA requirements relating to Good Manufacturing
Practices.
   We rely on third parties to conduct clinical trials for our product candidates, and their failure
to timely and properly perform their obligations may result in costs and delays that prevent us
from obtaining regulatory approval or successfully commercializing our product candidates.
   Our liability insurance may neither provide adequate coverage nor may it always be available on
favorable terms or at all.
  -19-




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We face significant competition with many companies with substantially greater resources than we
have and other possible advantages.
  
    
    develop or license products or other novel technologies that are more effective,
safer or less costly than the product candidates that we are developing;
    
    obtain regulatory approval for products before we do; or
    
    commit more resources than we can to developing, marketing and selling competing
products.
   We are thinly staffed and highly dependent on a limited number of management persons and key
personnel, and if we lose these members of our team or are unable to attract and retain additional
qualified personnel, our future growth and ability to compete would suffer.
  Our plan to use collaborations to leverage our capabilities may not be successful.
  -20-




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Our rights agreement and certain provisions in our charter documents and Delaware law could delay
or prevent a change in management or a takeover attempt that you may consider to be in your best
interest.
   
    
    allow our board of directors to issue preferred stock without stockholder approval;
    
    limit who can call a special meeting of stockholders; and
    
    establish advance notice requirements for nomination for election to the board of
directors or for proposing matters to be acted upon at stockholder meetings.
 Our largest equity investor may exert control over important decisions affecting our governance and
our operations, and their interests may differ from those of the other stockholders.
  Risks Relating to Our Intellectual Property
 We licensed our rights to Proellex from NIH and our inability to fulfill our commitments and
obligations under such license may result in forfeiture of our rights.
  There is a third party individual patent holder that claims priority over our patent application
for Androxal.
  -21-




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We cannot assure that our manufacture, use or sale of our product candidates will not infringe on
the patent rights of others.
  A dispute regarding the infringement or misappropriation of our proprietary rights or the
proprietary rights of others could be costly and result in delays in our research and development
activities.
   
    
    require us, or potential collaborators, to obtain a license to continue to use,
manufacture or market the affected drugs, methods or processes, which may not be
available on commercially reasonable terms, if at all;
    
    prevent us from importing, making, using, selling or offering to sell the subject
matter claimed in patents held by others and subject to potential liability for damages;
or
    
    consume a substantial portion of our managerial, scientific and financial resources;
or be costly, regardless of the outcome.
  -22-




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We face substantial uncertainty in our ability to protect our patents and proprietary technology.
  
    
    Patent applications for and relating to our products, Proellex and Androxal, will
result in issued patents;
    
    Patent protection will be secured for any particular technology;
    
    Any patents that have been or may be issued to us, such as our pending patent
applications relating to Proellex or Androxal, or any patents that have been or may be
issued to our licensor, such as the patent(s) and application(s) underlying our Proellex
compound, when issued, will be valid and enforceable;
    
    any patents will provide meaningful protection to us;
    
    others will not be able to design around the patents; or
    
    our patents will provide a competitive advantage or have commercial application.
  We cannot assure that our patents will not be challenged by others.
  Confidentiality agreements with employees and others may not adequately prevent disclosure of trade
secrets and other proprietary information, may not adequately protect our intellectual property,
and will not prevent third parties from independently discovering technology similar to or in
competition with our intellectual property.
  We cannot protect our intellectual property rights throughout the world.
  -23-




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  For 13,212,109
    
    Against 281,373
    
    Abstain 21,116
 
 PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Price RangeHigh
    
    Low2007First Quarter
    
    $
    14.67
    
    
    $
    9.16Second Quarter
    
    
    15.09
    
    
    
    9.51Third Quarter
    
    
    14.38
    
    
    
    9.88Fourth Quarter
    
    
    12.96
    
    
    
    6.992008First Quarter
    
    $
    10.20
    
    
    $
    8.11Second Quarter
    
    
    11.09
    
    
    
    8.21Third Quarter
    
    
    10.00
    
    
    
    5.31Fourth Quarter
    
    
    11.25
    
    
    
    5.682009First Quarter (January 2nd through March 3rd)
    
    $
    13.94
    
    
    $
    6.88
   -24-




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Dividends
  Rights Plan
   -25-




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Performance Graph
 THIS INFORMATION IS REQUIRED BY ITEM 201(E) OF REGULATION S-K. SUCH INFORMATION SHALL NOT BE
DEEMED TO BE FILED OR INCORPORATED BY REFERENCE IN FUTURE FILINGS WITH THE SEC, OR SUBJECT TO THE
LIABILITIES OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT WE
SPECIFICALLY INCORPORATE IT BY REFERENCE INTO A DOCUMENT FILED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES EXCHANGE ACT OF 1934.
 COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG REPROS THERAPEUTICS, INC.,
NASDAQ COMBINED INDEX AND NASDAQ PHARMAEUTICALS
 
 
 -26-




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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
   STATEMENTS OF OPERATIONS DATA:
 2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Revenues and Other Income:Licensing fees
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Research and development grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    118Interest income
    
    
    433
    
    
    
    1,508
    
    
    
    596
    
    
    
    630
    
    
    
    104Gain on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35Total revenues
    
    
    433
    
    
    
    1,508
    
    
    
    596
    
    
    
    634
    
    
    
    257Expenses:Research and development
    
    
    22,575
    
    
    
    12,420
    
    
    
    11,912
    
    
    
    6,101
    
    
    
    2,471General and administrative
    
    
    3,060
    
    
    
    2,788
    
    
    
    2,879
    
    
    
    1,924
    
    
    
    1,483Total expenses
    
    
    25,635
    
    
    
    15,208
    
    
    
    14,791
    
    
    
    8,025
    
    
    
    3,954Net loss
    
    $
    (25,202
    )
    
    $
    (13,700
    )
    
    $
    (14,195
    )
    
    $
    (7,391
    )
    
    $
    (3,697
    )Net loss per share  basic and diluted (1)
    
    $
    (1.88
    )
    
    $
    (1.09
    )
    
    $
    (1.40
    )
    
    $
    (0.77
    )
    
    $
    (0.72
    )Shares used in loss per share calculation
    
    
    13,372
    
    
    
    12,524
    
    
    
    10,147
    
    
    
    9,647
    
    
    
    5,117BALANCE SHEET DATA:Cash, cash equivalents and marketable securities
    
    $
    19,470
    
    
    $
    25,903
    
    
    $
    6,736
    
    
    $
    16,832
    
    
    $
    5,536Total assets
    
    
    22,603
    
    
    
    27,599
    
    
    
    7,849
    
    
    
    17,682
    
    
    
    6,606Deficit accumulated during the development stage
    
    
    (147,242
    )
    
    
    (122,040
    )
    
    
    (108,340
    )
    
    
    (94,145
    )
    
    
    (86,754
    )Total stockholders equity
    
    $
    15,614
    
    
    $
    24,060
    
    
    $
    3,790
    
    
    $
    16,955
    
    
    $
    5,992
 
 (1)
    
    See Note 2. Summary of Significant Accounting Policies of Notes to Consolidated
Financial Statements for a description of the computation of loss per share. -27-




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following managements discussion and analysis should be read in conjunction with our
historical consolidated financial statements and their notes included elsewhere in this Form 10-K .
This discussion contains forward-looking statements that reflect our current views with respect to
future events and financial performance. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors, such as those set
forth under Risk Factors and elsewhere in this Form 10-K .
 Overview
   Proellex®
 
    
    Phase 3  three-month pre-surgical treatment for women with anemia due to
excessive menstrual bleeding associated with uterine fibroids, or anemia associated
with uterine fibroids, who may consider having a subsequent hysterectomy
    
    Phase 3  chronic treatment of symptoms associated with uterine fibroids
    
    Phase 2  chronic treatment of symptoms associated with endometriosis
 Androxal®
 
    
    Phase 2b proof-of-concept trial in men being treated for low testosterone levels
who want to improve or maintain their fertility and/or sperm number and function
    
    We intend to file an Investigational New Drug Application, or IND, in the first
half of 2009 for Androxal as a treatment for type 2 diabetes
 ®
   
    
    Two 65-patient registration Pivotal Phase 3 clinical trials (ZPU-301 and ZPU-302)
with Proellex as a pre-surgical treatment for women with anemia associated with
uterine fibroids who may consider having a subsequent hysterectomy
    
    Two 75-patient registration Pivotal Phase 3 clinical trials (ZPU-303 and ZPU-304)
with Proellex for the chronic treatment of symptoms associated with uterine fibroids
    
    Two 400-patient Open Label Safety Trials (ZPU-305 and ZPU-306) with Proellex for
the chronic treatment of symptoms associated with uterine fibroids
  
    
    One U.S. Open Label Safety clinical trial (ZPU-003ext) with Proellex for the
treatment of symptoms associated with uterine fibroids which was conducted with
patients previously treated in our prior U.S. Phase 2 (ZPU-003) clinical trial
    
    One U.S. Phase 2 clinical trial (ZPE-201) with Proellex for the treatment of
symptoms associated with endometriosis
    
    Several Phase 1 clinical safety trials
 -28-




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
    
    Continued preclinical animal safety studies
    
    Manufacturing/production related activities
  Pre-surgical treatment of anemia associated with uterine fibroids
    
    
    2010Treatment of symptoms associated with uterine fibroids
    
    Late 2010-2011Treatment of symptoms associated with endometriosis
    
    Late 2010-2011
 ®
 ®
 ®
    -29-




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-30-




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Critical Accounting Policies and the Use of Estimates
  Investments
   Capitalized Patent Costs
   Accrued Expenses
  -31-




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R&D Expense
  Share-Based Compensation
  Income Taxes
      -32-




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Results of Operations
 Comparison of Years Ended December 31, 2008 and 2007
   Research and Development
    
    December 31, 2008
    
    
    December 31, 2007
    
    
    Variance
    
    
    Change (%)Proellex clinical development
    
    $
    17,788
    
    
    $
    6,661
    
    
    $
    11,127
    
    
    
    167
    %Androxal clinical development
    
    
    2,370
    
    
    
    3,938
    
    
    
    (1,568
    )
    
    
    (40
    )%Payroll and benefits
    
    
    1,154
    
    
    
    889
    
    
    
    265
    
    
    
    30
    %Operating and occupancy
    
    
    1,263
    
    
    
    932
    
    
    
    331
    
    
    
    36
    %Total
    
    $
    22,575
    
    
    $
    12,420
    
    
    $
    10,155
    
    
    
    82
    %
   Proellex ClinicalDevelopment
    
    December 31, 2008
    
    
    December 31, 2007
    
    
    Variance
    
    
    Change (%)Clinical trials
    
    $
    14,547
    
    
    $
    3,301
    
    
    $
    11,246
    
    
    
    341
    %Preclinical studies
    
    
    1,679
    
    
    
    1,639
    
    
    
    40
    
    
    
    2
    %Formulation and dosage
    
    
    1,378
    
    
    
    1,486
    
    
    
    (108
    )
    
    
    (7
    )%Other
    
    
    184
    
    
    
    235
    
    
    
    (51
    )
    
    
    (22
    )%Total
    
    $
    17,788
    
    
    $
    6,661
    
    
    $
    11,127
    
    
    
    167
    %
   -33-




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Androxal Clinical
    
    December 31,
    
    
    December 31,Development
    
    2008
    
    
    2007
    
    
    Variance
    
    
    Change (%)Clinical trials
    
    $
    1,006
    
    
    $
    2,587
    
    
    
    ($1,581
    )
    
    
    (61
    )%Preclinical studies
    
    
    1,178
    
    
    
    967
    
    
    
    211
    
    
    
    22
    %Formulation and dosage
    
    
    161
    
    
    
    304
    
    
    
    (143
    )
    
    
    (47
    )%Other
    
    
    25
    
    
    
    80
    
    
    
    (55
    )
    
    
    (69
    )%Total
    
    $
    2,370
    
    
    $
    3,938
    
    
    
    ($1,568
    )
    
    
    (40
    )%
      December 31,
    
    
    December 31,General and Administrative
    
    2008
    
    
    2007
    
    
    Variance
    
    
    Change (%)Payroll and benefits
    
    $
    1,478
    
    
    $
    1,489
    
    
    
    ($11
    )
    
    
    (1
    )%Operating and occupancy
    
    
    1,582
    
    
    
    1,299
    
    
    
    283
    
    
    
    22
    %Total
    
    $
    3,060
    
    
    $
    2,788
    
    
    $
    272
    
    
    
    10
    %
   Comparison of Years Ended December 31, 2007 and 2006
  -34-




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##### Table of Contents



December 31,
    
    
    December 31,Research and Development
    
    2007
    
    
    2006
    
    
    Variance
    
    
    Change (%)Proellex clinical development
    
    $
    6,661
    
    
    $
    6,581
    
    
    $
    80
    
    
    
    1
    %Androxal clinical development
    
    
    3,938
    
    
    
    4,180
    
    
    
    (242
    )
    
    
    (6
    )%Payroll and benefits
    
    
    889
    
    
    
    519
    
    
    
    370
    
    
    
    71
    %Operating and occupancy
    
    
    932
    
    
    
    632
    
    
    
    300
    
    
    
    47
    %Total
    
    $
    12,420
    
    
    $
    11,912
    
    
    $
    508
    
    
    
    4
    %
  Proellex Clinical
    
    December 31,
    
    
    December 31,Development
    
    2007
    
    
    2006
    
    
    Variance
    
    
    Change %Clinical trials
    
    $
    3,301
    
    
    $
    3,365
    
    
    
    ($64
    )
    
    
    (2
    %)Preclinical studies
    
    
    1,639
    
    
    
    806
    
    
    
    833
    
    
    
    103
    %Formulation and dosage
    
    
    1,486
    
    
    
    2,313
    
    
    
    (827
    )
    
    
    (36
    %)Other
    
    
    235
    
    
    
    97
    
    
    
    138
    
    
    
    142
    %Total
    
    $
    6,661
    
    
    $
    6,581
    
    
    $
    80
    
    
    
    1
    %
   Androxal Clinical
    
    December 31,
    
    
    December 31,Development
    
    2007
    
    
    2006
    
    
    Variance
    
    
    Change %Clinical trials
    
    $
    2,587
    
    
    $
    3,219
    
    
    
    ($632
    )
    
    
    (20
    %)Preclinical studies
    
    
    967
    
    
    
    717
    
    
    
    250
    
    
    
    35
    %Formulation and dosage
    
    
    304
    
    
    
    124
    
    
    
    180
    
    
    
    145
    %Other
    
    
    80
    
    
    
    120
    
    
    
    (40
    )
    
    
    (33
    %)Total
    
    $
    3,938
    
    
    $
    4,180
    
    
    
    ($242
    )
    
    
    (6
    %)
   -35-




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##### Table of Contents



December 31,
    
    
    December 31,General and Administrative
    
    2007
    
    
    2006
    
    
    Variance
    
    
    Change %Payroll and benefits
    
    $
    1,489
    
    
    $
    1,522
    
    
    
    ($33
    )
    
    
    (2
    )%Operating and occupancy
    
    
    1,299
    
    
    
    1,357
    
    
    
    (58
    )
    
    
    (4
    )%Total
    
    $
    2,788
    
    
    $
    2,879
    
    
    
    ($91
    )
    
    
    (3
    )%
   Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
      -36-




---



##### Table of Contents



-37-




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  2009
    
    
    602010
    
    
    30Total
    
    $
    90
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework
 -38-




---



##### Table of Contents



Changes in Internal Control
  
 ITEM 9B. OTHER INFORMATION
  -39-




---



##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.  EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  -40-




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Financial Statements
    
    PageReport of Independent Registered Public Accounting Firm
    
    F-1Reports of Independent Public Accountants
    
    F-3Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    F-9Consolidated Statements of Operations for the Years Ended
December 31, 2008, 2007 and 2006 and (unaudited)

from Inception (August 20, 1987) through December 31, 2008
    
    F-10Consolidated Statement of Stockholders Equity (from inception)
    
    F-11Consolidated Statements of Cash Flows for the Years Ended
December 31, 2008, 2007 and 2006 and (unaudited) from Inception
(August 20, 1987) through December 31, 2008
    
    F-17Notes to Consolidated Financial Statements
    
    F-18
    Exhibit Number
    
    
    
    Identification Of Exhibit3.1(a)
    
    
    
    Restated Certificate of Incorporation. Exhibit 3.3
to the Companys Registration Statement on Form
SB-2 (No. 33-57728-FW), as amended (Registration
Statement), is incorporated herein by reference.3.1(b)
    
    
    
    Certificate of Amendment to the Companys Restated
Certificate of Incorporation, dated as of May 2,
2006. Exhibit 3.1 to the Companys Current Report
on Form 8-K as filed with the Commission on May 2,
2006 is incorporated herein by reference.3.1(c)
    
    
    
    Certificate of Designation of Series One Junior
Participating Preferred Stock dated September 2,
1999. Exhibit A to Exhibit 4.1 to the Companys
Registration Statement on Form 8-A as filed with
the Commission on September 3, 1999 (the Rights
Plan Registration Statement), is incorporated
herein by reference.3.1(d)
    
    
    
    Certificate of Amendment to Restated Certificate
of Incorporation, dated as of December 16, 2008.
Exhibit 3.1(d) to the Companys Current Report on
Form 8-K as filed with the Commission on December
23, 2008 is incorporated herein by reference.3.2
    
    
    
    Restated Bylaws of the Company. Exhibit 3.4 to the
Registration Statement is incorporated herein by
reference.4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par
value, of the Company. Exhibit 4.1 to the
Registration Statement is incorporated herein by
reference.4.2
    
    
    
    Rights Agreement dated September 1, 1999 between
the Company and Computershare Investor Services
LLC (as successor in interest to Harris Trust &
Savings Bank), as Rights Agent. Exhibit 4.1 to the
Rights Plan Registration Statement is incorporated
herein by reference.4.3
    
    
    
    First Amendment to Rights Agreement, dated as of
September 6, 2002, between the Company, Harris
Trust & Savings Bank and Computershare Investor
Services LLC. Exhibit 4.3 to Amendment No. 1 to
the Rights Plan Registration Statement on Form
8-A/A as filed with the Commission on September
11, 2002 is incorporated herein by reference.4.4
    
    
    
    Second Amendment to Rights Agreement, dated as of
October 30, 2002, between the Company and
Computershare Investor Services LLC. Exhibit 4.4
to Amendment No. 2 to the Rights Plan Registration
Statement on Form 8-A/A as filed with the
Commission on October 31, 2002 is incorporated
herein by reference.
 -41-




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##### Table of Contents



Exhibit Number
    
    
    
    Identification Of Exhibit4.5
    
    
    
    Third Amendment to Rights Agreement, dated as of
June 30, 2005, between the Company and
Computershare Trust Company, Inc. (as successor in
interest to Computershare Investor Services, LLC).
Exhibit 4.4 to the Companys Current Report on
Form 8-K as filed with the Commission on June 30,
2005 is incorporated herein by reference.4.6
    
    
    
    Fourth Amendment to Rights Agreement, dated as of
January 9, 2008, between the Company and
Computershare Trust Company, Inc. (as successor in
interest to Computershare Investor Services, LLC).
Exhibit 4.5 to the Companys Current Report on
Form 8-K as filed with the Commission on January
10, 2008 is incorporated herein by reference.4.7
    
    
    
    Fifth Amendment to Rights Agreement, sated as of
October 10, 2008, between the Company and
Computershare Trust Company, Inc. (as successor in
interest to Computershare Investor Services, LLC).
Exhibit 4.6 to the Companys Current Report on
Form 8-K as filed with the Commission on January
10, 2008 is incorporated herein by reference.4.8
    
    
    
    Form of Rights Certificate. Exhibit B to Exhibit
4.1 to the Rights Plan Registration Statement is
incorporated herein by reference.10.1+
    
    
    
    Amended and Restated 1993 Employee and Consultant
Stock Option Plan. Exhibit 10.3 to the
Registration Statement is incorporated herein by
reference.10.2+
    
    
    
    First Amendment to the Repros Therapeutics Inc.
Amended and Restated 1993 Stock Option Plan.
Exhibit 10.22 to the Companys Annual Report on
Form 10-K for the year ended December 31, 1999
(the 1999 Form 10-K) is incorporated herein by
reference.10.3+
    
    
    
    1994 Employee and Consultant Stock Option Plan.
Exhibit 4.2 to the Companys Registration
Statement on Form S-8 (File No. 033-83406) as
filed with the Commission on August 29, 1994 is
incorporated herein by reference.10.4+
    
    
    
    2000 Non-Employee Directors Stock Option Plan.
Appendix B to the Companys Definitive Proxy
Statement filed on April 26, 2000 is incorporated
herein by reference.10.5+
    
    
    
    First Amendment to the Repros Therapeutics Inc.
2000 Non-Employee Directors Stock Option Plan.
Exhibit 10.21 to the 2000 Form 10-K is
incorporated herein by reference.10.6+
    
    
    
    Second Amendment to 2000 Non-Employee Directors
Stock Option Plan. Exhibit 10.6 to the Companys
Annual Report on Form 10-K for the year ended
December 31, 2002 (the 2002 Form 10-K) is
incorporated herein by reference.10.7+
    
    
    
    Repros Therapeutics Inc. 2004 Stock Option Plan.
Exhibit 10.17 to the Companys Registration
Statement on Form S-1 (No. 333-119861), as
amended, is incorporated herein by reference.10.8+
    
    
    
    Employment Agreement between the Company and
Joseph S. Podolski. Exhibit 10.5 to the
Registration Statement is incorporated herein by
reference.10.9+
    
    
    
    First Amendment to Employment Agreement between
the Company and Joseph S. Podolski. Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2001 is
incorporated herein by reference.10.10+
    
    
    
    Second Amendment to Employment Agreement between
the Company and Joseph S. Podolski. Exhibit 10.17
to the 2002 Form 10-K is incorporated herein by
reference.10.11+
    
    
    
    Amended and Restated Employment Agreement between
the Company and Louis Ploth, Jr. dated December
23, 2005. Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Commission on
December 23, 2005 is incorporated herein by
reference.10.12+
    
    
    
    Employment Agreement between the Company and Andre
van As dated March 7, 2007. Exhibit 10.1 to the
Companys Current Report on Form 8-K as filed with
the Commission on March 8, 2007 is incorporated
herein by reference.10.13
    
    
    
    Lease Agreement dated May 11, 2004 between the
Company and Sealy Woodlands, L.P. Exhibit 10.14
to the Companys Annual Report on Form 10-K for
the year ended December 31, 2004 is incorporated
herein by reference.
 -42-




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##### Table of Contents



Exhibit Number
    
    
    
    Identification Of Exhibit10.14
    
    
    
    Amendment to Lease Agreement between the Company
and Sealy Woodlands, L.P., dated May 17, 2006.
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31,
2006 is incorporated herein by reference.10.15++
    
    
    
    Letter Agreement dated July 15, 2002 between the
Company, Schering Plough Ltd. and Schering-Plough
Corporation. Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2002 is incorporated herein
by reference.10.16++
    
    
    
    PHS Patent License Agreement dated April 16, 1999
between the Company and certain agencies of the
United States Public Health Service within the
Department of Health and Human Services, with
amendments. Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2003 is incorporated
herein by reference.10.17
    
    
    
    Fourth Amendment to PHS Patent License Agreement,
as amended, dated December 9, 2003 between the
Company and certain agencies of the United States
Public Health Service within the Department of
Health and Human Services. Exhibit 10.1 to the
Companys Current Report on Form 8-K as filed with
the Commission on March 19, 2007 is incorporated
herein by reference.10.18
    
    
    
    Waiver to PHS Patent License Agreement, as
amended, dated March 8, 2007 between the Company
and certain agencies of the United States Public
Health Service within the Department of Health and
Human Services. Exhibit 10.2 to the Companys
Current Report on Form 8-K as filed with the
Commission on March 19, 2007 is incorporated
herein by reference.10.19++
    
    
    
    Fifth Amendment to PHS Patent License Agreement,
as amended, dated March 15, 2007 between the
Company and certain agencies of the United States
Public Health Service within the Department of
Health and Human Services. Exhibit 10.3 to the
Companys Current Report on Form 8-K as filed with
the Commission on March 19, 2007 is incorporated
herein by reference.10.20
    
    
    
    Standstill Agreement, dated as of January 9, 2008,
between the Company and Efficacy Capital. Exhibit
10.1 to the Companys Current Report on Form 8-K
as filed with the Commission on January 10, 2008
is incorporated herein by reference.10.21
    
    
    
    First Amendment to Standstill Agreement, dated
July 28, 2008, between the Company and Efficacy
Capital. Exhibit 10.2 to the Companys Current
Report on Form 8-K as filed with the Commission on
July 28, 2008 is incorporated herein by reference.10.22
    
    
    
    Second Amendment to Standstill Agreement, dated
October 2, 2008, between the Company and Efficacy
Capital. Exhibit 10.3 to the Companys Current
Report on Form 8-K as filed with the Commission on
October 3, 2008 is incorporated herein by
reference.10.23
    
    
    
    Common Stock Purchase Agreement, dated September
29, 2008 between the Company and Efficacy Capital.
Exhibit 10.1 to the Companys Current Report on
Form 8-K as filed with the Commission on September
29, 2008 is incorporated herein by reference.10.24
    
    
    
    Amended and Restated Common Stock Purchase
Agreement, dated September 29, 2008 between the
Company and the affiliate or Vermillion Asset
Management LLC named therein. Exhibit 10.4 to the
Companys Current Report on Form 8-K as filed with
the Commission on October 3, 2008 is incorporated
herein by reference.10.25
    
    
    
    Common Stock Purchase Agreement, dated September
29, 2008 between the Company and Dr. John C. Reed.
Exhibit 10.4 to the Companys Current Report on
Form 8-K as filed with the Commission on September
29, 2008 is incorporated herein by reference.23.1*
    
    
    
    Consent of PricewaterhouseCoopers LLP31.1*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer)31.2*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer)32.1*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)
 -43-




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##### Table of Contents



Exhibit Number
    
    
    
    Identification Of Exhibit32.2*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
 
 *
    
    Filed herewith.+
    
    Management contract or compensatory plan.++
    
    Portions of this exhibit have been omitted based on a request for
confidential treatment pursuant to Rule 24b-2 of the Exchange Act.
Such omitted portions have been filed separately with the Commission. -44-




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##### Table of Contents



SIGNATURES
  REPROS THERAPEUTICS INC.By:
    /s/ Joseph S. PodolskiJoseph S. PodolskiChief Executive Officer  Signature
    
    Title
    
    Date/s/ Joseph S. Podolski
    
    Chief Executive Officer and Director
    
    March 16, 2009Joseph S. Podolski
    
    (Principal
Executive Officer)/s/ Louis Ploth, Jr.
    
    Chief Financial Officer, VP Business
    
    March 16, 2009Louis Ploth, Jr.
    
    Development,
Director and Secretary(Principal Financial Officer andPrincipal Accounting Officer)/s/ Mark Lappe
    
    Chairman of the Board
    
    March 16, 2009Mark Lappe/s/ Daniel F. Cain
    
    Director
    
    March 16, 2009Daniel F. Cain/s/ Jean L. Fourcroy, M.D., Ph.D., M.P.H.
    
    Director
    
    March 16, 2009Jean L. Fourcroy, M.D., Ph.D., M.P.H./s/ Jeffrey R. Harder
    
    Director
    
    March 16, 2009Jeffrey R. Harder/s/ Nola Masterson
    
    Director
    
    March 16, 2009Nola Masterson/s/ David Poorvin, Ph.D.
    
    Director
    
    March 16, 2009David Poorvin, Ph. D./s/ John C. Reed, M.D., Ph.D.
    
    Director
    
    March 16, 2009John C. Reed, M.D., Ph.D.
 -45-




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
  Internal Control  Integrated Framework
   F-1




---



##### Table of Contents



F-2




---



##### Table of Contents



THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY AR THUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP.
 
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
       
 F-3




---



##### Table of Contents



THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY AR THUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP.
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
       
 F-4




---



##### Table of Contents



THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY AR THUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP.
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
      
 F-5




---



##### Table of Contents



THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY AR THUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP.
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
      
 F-6




---



##### Table of Contents



THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY AR THUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP.
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
      
 F-7




---



##### Table of Contents



THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY AR THUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP.
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
       
 F-8




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent AssetsCash and cash equivalents
    
    $
    19,470
    
    
    $
    1,779Marketable securities
    
    
    
    
    
    
    24,124Prepaid expenses and other current assets
    
    
    1,392
    
    
    
    479Total current assets
    
    
    20,862
    
    
    
    26,382Fixed Assets,net
    
    
    28
    
    
    
    47Other Assets,net
    
    
    1,713
    
    
    
    1,170Total assets
    
    $
    22,603
    
    
    $
    27,599LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    5,132
    
    
    $
    2,281Accrued expenses
    
    
    1,857
    
    
    
    1,258Total current liabilities
    
    
    6,989
    
    
    
    3,539Commitments & Contingencies (note 10)Stockholders EquityPreferred Stock, $.001 par value, 5,000,000
shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common Stock, $.001 par value, 30,000,000 and 20,000,000 shares
authorized, respectively, 17,111,939 and 14,711,939 shares
issued, respectively; 15,174,904 and 12,774,904 shares
outstanding, respectively
    
    
    17
    
    
    
    15Additional paid-in capital
    
    
    168,787
    
    
    
    152,033Cost of treasury stock, 1,937,035 shares
    
    
    (5,948
    )
    
    
    (5,948
    )Deficit accumulated during the development stage
    
    
    (147,242
    )
    
    
    (122,040
    )Total stockholders equity
    
    
    15,614
    
    
    
    24,060Total liabilities and stockholders equity
    
    $
    22,603
    
    
    $
    27,599
  F-9




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##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 From Inception(August 20, 1987)throughFor the Year Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006
    
    
    2008(unaudited)Revenues and other incomeLicensing fees
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    28,755Product royalties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    627Research and development grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,219Interest income
    
    
    433
    
    
    
    1,508
    
    
    
    596
    
    
    
    16,293Gain on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35Total revenues and other income
    
    
    433
    
    
    
    1,508
    
    
    
    596
    
    
    
    47,031ExpensesResearch and development
    
    
    22,575
    
    
    
    12,420
    
    
    
    11,912
    
    
    
    147,268General and administrative
    
    
    3,060
    
    
    
    2,788
    
    
    
    2,879
    
    
    
    37,274Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    388Total expenses
    
    
    25,635
    
    
    
    15,208
    
    
    
    14,791
    
    
    
    184,930Loss from continuing operations
    
    
    (25,202
    )
    
    
    (13,700
    )
    
    
    (14,195
    )
    
    
    (137,899
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,828
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    939Net loss before cumulative effect of
changes in accounting principles
    
    
    (25,202
    )
    
    
    (13,700
    )
    
    
    (14,195
    )
    
    
    (138,788
    )Cumulative effect of changes in accounting
principles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,454
    )Net loss
    
    $
    (25,202
    )
    
    $
    (13,700
    )
    
    $
    (14,195
    )
    
    $
    (147,242
    )Loss per share  basic and diluted
    
    $
    (1.88
    )
    
    $
    (1.09
    )
    
    $
    (1.40
    )Shares used in loss per share calculation:Basic
    
    
    13,372
    
    
    
    12,524
    
    
    
    10,147Diluted
    
    
    13,372
    
    
    
    12,524
    
    
    
    10,147
  F-10




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityExchange of common stock ($.004 per share) for
technology rights and services from founding
stockholders
    
    
    
    
    
    $
    
    
    
    
    245,367
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (28
    )BALANCE AT DECEMBER 31, 1987 (unaudited)
    
    
    
    
    
    
    
    
    
    
    245,367
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (27
    )Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (327
    )
    
    
    (327
    )BALANCE AT DECEMBER 31, 1988 (unaudited)
    
    
    
    
    
    
    
    
    
    
    245,367
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (355
    )
    
    
    (354
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    65,431
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (967
    )
    
    
    (967
    )BALANCE AT DECEMBER 31, 1989 (unaudited)
    
    
    
    
    
    
    
    
    
    
    310,798
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,322
    )
    
    
    (1,318
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,426
    )
    
    
    (1,426
    )BALANCE AT DECEMBER 31, 1990 (unaudited)
    
    
    
    
    
    
    
    
    
    
    311,265
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,748
    )
    
    
    (2,744
    )Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,820
    )
    
    
    (1,820
    )BALANCE AT DECEMBER 31, 1991 (unaudited)
    
    
    
    
    
    
    
    
    
    
    311,265
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,568
    )
    
    
    (4,564
    )Conversion of 391,305 shares of Series C
preferred stock into common stock
    
    
    
    
    
    
    
    
    
    
    91,442
    
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    360Purchase of retirement of common stock
    
    
    
    
    
    
    
    
    
    
    (23,555
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    16,946
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,583
    )
    
    
    (1,583
    )BALANCE AT DECEMBER 31, 1992 (unaudited)
    
    
    
    
    
    
    
    
    
    
    396,098
    
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,151
    )
    
    
    (5,781
    )Issuance of common stock for cash, April 1, 1993,
and May 12, 1993 ($5.50 per share), net of offering
costs of $1,403
    
    
    
    
    
    
    
    
    
    
    1,534,996
    
    
    
    2
    
    
    
    7,037
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,039Issuance of common stock for cash and license
agreement, December 9, 1993 ($10.42 per share),
net of offering costs of $47
    
    
    
    
    
    
    
    
    
    
    239,933
    
    
    
    
    
    
    
    2,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,453Conversion of Series A preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    179,936
    
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600Conversion of Series B preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    96,013
    
    
    
    
    
    
    
    378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    378Conversion of Series C preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    876,312
    
    
    
    1
    
    
    
    3,443
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,444Conversion of Series D preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    280,248
    
    
    
    1
    
    
    
    599
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600Conversion of bridge loan to common stock
    
    
    
    
    
    
    
    
    
    
    64,000
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,532
    )
    
    
    (2,532
    )
  F-11




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 1993 (unaudited)
    
    
    
    
    
    $
    
    
    
    
    3,667,536
    
    
    $
    4
    
    
    $
    15,136
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    (8,683
    )
    
    $
    6,457Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Exercise of warrants to purchase common stock
for cash, June 30, 1994 ($3.94 per share)
    
    
    
    
    
    
    
    
    
    
    39,623
    
    
    
    
    
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156Issuance of common stock for purchase of FTI,
October 13, 1994
    
    
    
    
    
    
    
    
    
    
    111,111
    
    
    
    
    
    
    
    1,567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,567Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,970
    )
    
    
    (3,970
    )BALANCE AT DECEMBER 31, 1994
    
    
    
    
    
    
    
    
    
    
    3,818,270
    
    
    
    4
    
    
    
    17,047
    
    
    
    (150
    )
    
    
    
    
    
    
    
    
    
    
    (12,653
    )
    
    
    4,248Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Exercise of options to purchase common stock for cash,
January and April 1995 ($.10 to $6.13 per share)
    
    
    
    
    
    
    
    
    
    
    4,546
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Issuance of common stock for cash and a financing
charge, March 9, 1995
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76Issuance of Series A preferred stock for cash,
October 4, 1995, and October 19, 1995 ($10.00 per
share), net of offering costs of $651
    
    
    598,850
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    5,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,337Conversion of warrants to purchase common
stock as a result of offering under antidilution clause,
October 19, 1995 ($3.63 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Series A preferred stock into
common stock, November and December 1995
    
    
    (94,000
    )
    
    
    
    
    
    
    259,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,287
    )
    
    
    (4,287
    )BALANCE AT DECEMBER 31, 1995
    
    
    504,850
    
    
    
    1
    
    
    
    4,098,124
    
    
    
    4
    
    
    
    22,473
    
    
    
    (113
    )
    
    
    
    
    
    
    
    
    
    
    (16,940
    )
    
    
    5,425Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86
    
    
    
    (86
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54Exercise of warrants to purchase common stock for cash,
January through December 1996 ($3.63 per share)
    
    
    
    
    
    
    
    
    
    
    227,776
    
    
    
    
    
    
    
    827
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    827Conversion of Series A preferred stock into
common stock, January through November 1996
    
    
    (507,563
    )
    
    
    (1
    )
    
    
    1,396,826
    
    
    
    2
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of options for services, January 12, 1996
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99Exercise of options to purchase common stock for
cash, February through November 1996 ($.001 to
$5.50 per share)
    
    
    
    
    
    
    
    
    
    
    23,100
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Issuance of common stock for agreement not to
compete, April 13, 1996
    
    
    
    
    
    
    
    
    
    
    19,512
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200Exercise of warrants to purchase Series A preferred
stock under cashless exercise provision,
June 5, 1996
    
    
    2,713
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Series B preferred stock for cash,
September 30, 1996, and October 11, 1996 ($10.00
per share), net of offering costs of $2,557
    
    
    1,692,500
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    14,366
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,368Conversion of Series B preferred stock into common
stock, November through December 1996
    
    
    (177,594
    )
    
    
    
    
    
    
    268,058
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,470
    )
    
    
    (9,470
    )
  F-12




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 1996
    
    
    1,514,906
    
    
    $
    2
    
    
    
    6,033,396
    
    
    $
    6
    
    
    $
    38,125
    
    
    $
    (145
    )
    
    
    
    
    
    $
    
    
    
    $
    (26,410
    )
    
    $
    11,578Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,110
    
    
    
    (2,110
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854Exercise of options to purchase common stock
for cash, January through December 1997 ($0.00 to
$22.25 per share)
    
    
    
    
    
    
    
    
    
    
    90,955
    
    
    
    
    
    
    
    522
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    522Exercise of warrants to purchase common stock
for cash, January through December 1997 ($3.63 and
$3.07 per share)
    
    
    
    
    
    
    
    
    
    
    22,368
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Issuance of common stock for a cashless exercise of
Series A preferred stock warrants, February through
September 1997
    
    
    
    
    
    
    
    
    
    
    81,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of Series A preferred stock warrants to
purchase common stock for cash, April 1997 ($11.00
per share)
    
    
    
    
    
    
    
    
    
    
    818
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of common stock for a cashless exercise of
Series B preferred stock warrants, April through
November 1997
    
    
    
    
    
    
    
    
    
    
    88,223
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of Series B preferred stock warrants to
purchase common stock for cash, April through July
1997 ($11.00 per share)
    
    
    
    
    
    
    
    
    
    
    17,169
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Issuance of common stock as final purchase price
for acquisition of FTI, January 31, 1997 ($9.833 per
share)
    
    
    
    
    
    
    
    
    
    
    305,095
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Issuance of common stock as final debt payment
on FTI acquisition, January 31, 1997 ($9.833 per
share)
    
    
    
    
    
    
    
    
    
    
    19,842
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94Conversion of Series B preferred stock into common
stock, January through October 1997
    
    
    (1,514,906
    )
    
    
    (2
    )
    
    
    2,295,263
    
    
    
    2
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Issuance of common stock for cash, July 25, 1997
($30.00 per share), net of offering costs
of $5,439
    
    
    
    
    
    
    
    
    
    
    2,587,500
    
    
    
    3
    
    
    
    72,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,186Purchase of treasury stock, December 1997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,500
    
    
    
    (1,287
    )
    
    
    
    
    
    
    (1,287
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,174
    )
    
    
    (13,174
    )
  F-13




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 1997
    
    
    
    
    
    $
    
    
    
    
    11,541,923
    
    
    $
    12
    
    
    $
    113,236
    
    
    $
    (1,401
    )
    
    
    61,500
    
    
    $
    (1,287
    )
    
    $
    (39,584
    )
    
    $
    70,976Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    422
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    422Forfeiture of stock options, December 1998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21
    )
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of options to purchase common stock
for cash, January through October 1998 ($0.43 to
$22.25 per share)
    
    
    
    
    
    
    
    
    
    
    63,022
    
    
    
    
    
    
    
    344
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    344Issuance of common stock for services, January
15, 1998
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103Issuance of common stock for a cashless exercise of
Series B preferred stock warrants, May through
July 1998
    
    
    
    
    
    
    
    
    
    
    11,195
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of treasury stock, January through
September 1998 ($13.00 to $20.65 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353,800
    
    
    
    (6,197
    )
    
    
    
    
    
    
    (6,197
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,316
    )
    
    
    (12,316
    )BALANCE AT DECEMBER 31, 1998
    
    
    
    
    
    
    
    
    
    
    11,621,140
    
    
    
    12
    
    
    
    113,717
    
    
    
    (958
    )
    
    
    415,300
    
    
    
    (7,484
    )
    
    
    (51,900
    )
    
    
    53,387Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (229
    )
    
    
    229
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239Exercise of options to purchase common stock
for cash, February through September 1999 ($0.04 to
$8.375 per share)
    
    
    
    
    
    
    
    
    
    
    31,866
    
    
    
    
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72Issuance of common stock for a cashless exercise of
common stock warrants, February 1999
    
    
    
    
    
    
    
    
    
    
    4,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock for a cashless exercise of
Series A preferred stock warrants, April 1999
    
    
    
    
    
    
    
    
    
    
    22,131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock for a cashless exercise of
Series B preferred stock warrants, March through
April 1999
    
    
    
    
    
    
    
    
    
    
    876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of Series B preferred stock warrants to
purchase common stock for cash, January 1999
($11.00 per share)
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,952
    )
    
    
    (11,952
    )BALANCE AT DECEMBER 31, 1999
    
    
    
    
    
    
    
    
    
    
    11,681,324
    
    
    
    12
    
    
    
    113,564
    
    
    
    (490
    )
    
    
    415,300
    
    
    
    (7,484
    )
    
    
    (63,852
    )
    
    
    41,750Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    (34
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283Exercise of options to purchase common stock
for cash, March through September 2000 ($0.43 to
$8.375 per share)
    
    
    
    
    
    
    
    
    
    
    49,416
    
    
    
    
    
    
    
    112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112Issuance of common stock through employee stock
purchase plan for cash, December 2000
    
    
    
    
    
    
    
    
    
    
    9,379
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of common stock to Board of Director members
for services, May through December 2000
    
    
    
    
    
    
    
    
    
    
    2,034
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,155
    )
    
    
    (11,155
    )
  F-14




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock

    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 2000
    
    
    
    
    
    $
    
    
    
    
    11,742,153
    
    
    $
    12
    
    
    $
    113,780
    
    
    $
    (241
    )
    
    
    415,300
    
    
    $
    (7,484
    )
    
    $
    (75,007
    )
    
    $
    31,060Compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36Compensation resulting from extension of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230Exercise of options to purchase common stock
for cash, February through December 2001 ($0.64 to
$4.00 per share)
    
    
    
    
    
    
    
    
    
    
    12,242
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Issuance of common stock through employee stock
purchase plan for cash, June and December 2001
    
    
    
    
    
    
    
    
    
    
    8,431
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Issuance of common stock to Board of Director members
for services, February through December 2001
    
    
    
    
    
    
    
    
    
    
    2,690
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (839
    )
    
    
    (839
    )BALANCE AT DECEMBER 31, 2001
    
    
    
    
    
    $
    
    
    
    
    11,765,516
    
    
    $
    12
    
    
    $
    113,898
    
    
    $
    (11
    )
    
    
    415,300
    
    
    $
    (7,484
    )
    
    $
    (75,846
    )
    
    $
    30,569Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11Exercise of options to purchase common stock
for cash, January and February 2002 ($0.64 to
$2.94 per share)
    
    
    
    
    
    
    
    
    
    
    31,265
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of common stock through employee stock
purchase plan for cash, June 2002
    
    
    
    
    
    
    
    
    
    
    4,824
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of common stock to Employees
    
    
    
    
    
    
    
    
    
    
    105,000
    
    
    
    
    
    
    
    111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111Issuance of common stock to Board of Director members
for services, March through December 2002
    
    
    
    
    
    
    
    
    
    
    11,572
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,882
    )
    
    
    (3,882
    )BALANCE AT DECEMBER 31, 2002
    
    
    
    
    
    $
    
    
    
    
    11,918,177
    
    
    $
    12
    
    
    $
    114,051
    
    
    $
    
    
    
    
    415,300
    
    
    $
    (7,484
    )
    
    $
    (79,728
    )
    
    $
    26,851Issuance of common stock to Board of Director members
for services, February through May 2003
    
    
    
    
    
    
    
    
    
    
    10,871
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Purchase of treasury stock April ($1.37 to $1.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,100
    
    
    
    (49
    )
    
    
    
    
    
    
    (49
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,329
    )
    
    
    (3,329
    )BALANCE AT DECEMBER 31, 2003
    
    
    
    
    
    $
    
    
    
    
    11,929,048
    
    
    $
    12
    
    
    $
    114,065
    
    
    $
    
    
    
    
    449,400
    
    
    $
    (7,533
    )
    
    $
    (83,057
    )
    
    $
    23,487Self Tender Offer of 6,547,635 shares at $2.10
including 60,888 exercised options
    
    
    
    
    
    
    
    
    
    
    60,888
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,547,635
    
    
    
    (13,665
    )
    
    
    
    
    
    
    (13,665
    )Costs associated with self tender offer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (289
    )
    
    
    
    
    
    
    (289
    )Noncash stock compensation related to stock option bonus
program
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78Issuance of 354,474 stock options to employees on
March 29, 2004 and approved on September 29, 2004
(issue price of $2.72, fmv when approved $3.60)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    312
    
    
    
    (312
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,697
    )
    
    
    (3,697
    )BALANCE AT DECEMBER 31, 2004
    
    
    
    
    
    $
    
    
    
    
    11,989,936
    
    
    $
    12
    
    
    $
    114,455
    
    
    $
    (234
    )
    
    
    6,997,035
    
    
    $
    (21,487
    )
    
    $
    (86,754
    )
    
    $
    5,992Issuance of 5,060,000 shares of treasury stock at $4.00
per share February 1, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,641
    
    
    
    
    
    
    
    (5,060,000
    )
    
    
    15,539
    
    
    
    
    
    
    
    18,180Exercise of options to purchase common stock
for cash, January and February 2005 ($2.94 to
$3.47 per share)
    
    
    
    
    
    
    
    
    
    
    26,700
    
    
    
    
    
    
    
    85
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85Noncash stock compensation related to stock option bonus
program
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,391
    )
    
    
    (7,391
    )BALANCE AT DECEMBER 31, 2005
    
    
    
    
    
    $
    
    
    
    
    12,016,636
    
    
    $
    12
    
    
    $
    117,166
    
    
    $
    (130
    )
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (94,145
    )
    
    $
    16,955Exercise of options to purchase common stock
for cash, January and July 2006 ($1.70 to $7.50 per share)
    
    
    
    
    
    
    
    
    
    
    71,361
    
    
    
    
    
    
    
    241
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    241Reclassification of previous deferred compensation due to the
adoption of FAS 123(R)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130
    )
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    789
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    789Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,195
    )
    
    
    (14,195
    )
  F-15




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##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBalance at December 31, 2006
    
    
    
    
    
    $
    
    
    
    
    12,087,997
    
    
    $
    12
    
    
    $
    118,066
    
    
    $
    
    
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (108,340
    )
    
    $
    3,790Exercise of options to purchase common stock
for cash, January and April @ $2.40 & $8.00 per share
    
    
    
    
    
    
    
    
    
    
    13,942
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Issuance of 2,610,000 shares of common stock at $13.75
per share February 5, 2007, net of offering costs of $2,835
    
    
    
    
    
    
    
    
    
    
    2,610,000
    
    
    
    3
    
    
    
    33,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,053Stock option compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    880Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,700
    )
    
    
    (13,700
    )Balance at December 31, 2007
    
    
    
    
    
    $
    
    
    
    
    14,711,939
    
    
    $
    15
    
    
    $
    152,033
    
    
    $
    
    
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (122,040
    )
    
    $
    24,060Stock based option compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    871
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    871Proceeds from a shareholder transaction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327Issuance of 2,400,000 shares of common stock at $6.50
per share October 2, 2008, net of offering costs of $41,458
    
    
    
    
    
    
    
    
    
    
    2,400,000
    
    
    $
    2
    
    
    $
    15,556
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,558Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (25,202
    )
    
    
    (25,202
    )Balance at December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    17,111,939
    
    
    $
    17
    
    
    $
    168,787
    
    
    $
    
    
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (147,242
    )
    
    $
    15,614
  F-16




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 From Inception(August 20, 1987)throughFor the Year Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006
    
    
    2008(unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (25,202
    )
    
    $
    (13,700
    )
    
    $
    (14,195
    )
    
    $
    (147,242
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (939
    )Gain on disposal of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102
    )Adjustments to reconcile net loss to net cash
used in operating activities:Noncash financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    316Noncash inventory impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,417Noncash patent impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,339Noncash decrease in accounts payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,308
    )Depreciation and amortization
    
    
    50
    
    
    
    34
    
    
    
    18
    
    
    
    3,882Noncash expenses related to stock-based
transactions
    
    
    871
    
    
    
    880
    
    
    
    789
    
    
    
    5,357Common stock issued for agreement not to
compete
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200Series B Preferred Stock issued for consulting
services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Changes in operating assets and liabilities(net effects of purchase of businesses in 1988 and 1994):Increase in receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (199
    )Increase in inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,447
    )(Increase) decrease in prepaid expenses and other
current assets
    
    
    (913
    )
    
    
    (251
    )
    
    
    6
    
    
    
    (1,090
    )Increase (decrease) in accounts payable and
accrued expenses
    
    
    3,449
    
    
    
    (520
    )
    
    
    3,332
    
    
    
    8,184Net cash used in operating activities
    
    
    (21,745
    )
    
    
    (13,557
    )
    
    
    (10,050
    )
    
    
    (131,614
    )Cash Flows from Investing ActivitiesChange in trading marketable securities
    
    
    24,124
    
    
    
    (18,527
    )
    
    
    9,067
    
    
    
    (191
    )Capital expenditures
    
    
    (4
    )
    
    
    (6
    )
    
    
    (64
    )
    
    
    (2,371
    )Purchase of technology rights and other assets
    
    
    (569
    )
    
    
    (357
    )
    
    
    (223
    )
    
    
    (3,770
    )Proceeds from sale of PP&E
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225Cash acquired in purchase of FTI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Proceeds from sale of subsidiary, less
$12,345 for operating losses during
1990 phase-out period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138Proceeds from sale of the assets of FTI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,250Increase in net assets held for disposal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (213
    )Net cash provided by & (used in) investing activities
    
    
    23,551
    
    
    
    (18,890
    )
    
    
    8,780
    
    
    
    (3,929
    )Cash Flows from Financing ActivitiesProceeds from issuance of common stock, net
of offering costs
    
    
    15,558
    
    
    
    33,053
    
    
    
    
    
    
    
    151,015Exercise of stock options
    
    
    
    
    
    
    37
    
    
    
    241
    
    
    
    363Proceeds from a shareholder transaction
    
    
    327
    
    
    
    
    
    
    
    
    
    
    
    327Proceeds from issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,688Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,487
    )Proceeds from issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,839Principal payments on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,732
    )Net cash provided by financing activities
    
    
    15,885
    
    
    
    33,090
    
    
    
    241
    
    
    
    155,013Net increase (decrease) in cash and cash equivalents
    
    
    17,691
    
    
    
    643
    
    
    
    (1,029
    )
    
    
    19,470Cash and cash equivalents at beginning of period
    
    
    1,779
    
    
    
    1,136
    
    
    
    2,165
    
    
    
    Cash and cash equivalents at end of period
    
    $
    19,470
    
    
    $
    1,779
    
    
    $
    1,136
    
    
    $
    19,470
  F-17




---



##### Table of Contents



®
 ®
      F-18




---



##### Table of Contents



F-19




---



##### Table of Contents



December 31, 2008
    
    
    December 31, 2007Corporate Bonds
    
    $
    
    
    
    $
    9,632Taxable Auction Securities
    
    
    
    
    
    
    6,400Certificates of Deposit
    
    
    
    
    
    
    4,503Medium and Short Term Notes
    
    
    
    
    
    
    2,594Municipal Bonds
    
    
    
    
    
    
    995Total
    
    $
    
    
    
    $
    24,124
     F-20




---



##### Table of Contents



F-21




---



##### Table of Contents



December 31,2008
    
    
    2007Laboratory equipment
    
    $
    20
    
    
    $
    20Office equipment
    
    
    44
    
    
    
    40Leasehold improvements
    
    
    38
    
    
    
    38Total fixed assets
    
    
    102
    
    
    
    98Less  Accumulated depreciation and amortization
    
    
    74
    
    
    
    51Net Fixed Assets
    
    $
    28
    
    
    $
    47
 F-22




---



##### Table of Contents



2009
    
    $
    602010
    
    
    30Total
    
    $
    90
   December 31,2008
    
    
    2007Research and development costs
    
    $
    1,573
    
    
    $
    955Payroll
    
    
    123
    
    
    
    63Patent costs
    
    
    81
    
    
    
    51Other
    
    
    80
    
    
    
    189Total
    
    $
    1,857
    
    
    $
    1,258
       F-23




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##### Table of Contents



December 31,2008
    
    
    2007Net operating loss carryforwards
    
    $
    44,169
    
    
    $
    36,691Research and development tax credits
    
    
    2,603
    
    
    
    2,684Accrued expenses
    
    
    1,510
    
    
    
    1,510Total deferred tax assets
    
    
    48,282
    
    
    
    40,885Capitalized patent costs
    
    
    (582
    )
    
    
    (398
    )Total deferred tax liabilities
    
    
    (582
    )
    
    
    (398
    )Less  Valuation allowance
    
    
    (47,700
    )
    
    
    (40,487
    )Net deferred tax assets
    
    $
    
    
    
    $
    
       2008
    
    
    2007
    
    
    2006Net loss
    
    $
    (25,202
    )
    
    $
    (13,700
    )
    
    $
    (14,195
    )Weighted average common shares outstanding
    
    
    13,372
    
    
    
    12,524
    
    
    
    10,147Basic loss per share
    
    $
    (1.88
    )
    
    $
    (1.09
    )
    
    $
    (1.40
    )Weighted average common and dilutive potential common shares outstanding:Weighted average common shares outstanding
    
    
    13,372
    
    
    
    12,524
    
    
    
    10,147Assumed exercise of stock options
    
    
    
    
    
    
    
    
    
    
    13,372
    
    
    
    12,524
    
    
    
    10,147Diluted earnings per share
    
    $
    (1.88
    )
    
    $
    (1.09
    )
    
    $
    (1.40
    )
    F-24




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##### Table of Contents



RemainingWeightedWeighted
    
    AverageAverage
    
    Contractual
    
    AggregateStock
    
    Exercise
    
    Term
    
    Intrinsic ValueOptions
    
    Price
    
    (Years)
    
    (In Thousands)Outstanding at December 31, 2005
    
    
    1,715,363
    
    
    $
    4.66Granted
    
    
    115,000
    
    
    
    8.30Exercised
    
    
    (71,361
    )
    
    
    3.38Forfeited
    
    
    (289,854
    )
    
    
    7.85Outstanding at December 31, 2006
    
    
    1,469,148
    
    
    
    4.38Granted
    
    
    141,000
    
    
    
    12.13Exercised
    
    
    (13,942
    )
    
    
    2.64Forfeited
    
    
    (40,641
    )
    
    
    19.51Outstanding at December 31, 2007
    
    
    1,555,565
    
    
    
    4.70Granted
    
    
    240,000
    
    
    
    9.01Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (7,000
    )
    
    
    19.95Outstanding at December 31, 2008
    
    
    1,788,565
    
    
    
    5.22
    
    
    
    5.57
    
    
    $
    9,475Exercisable at December 31, 2008
    
    
    1,273,564
    
    
    
    4.44
    
    
    
    5.14
    
    
    $
    7,744
  Weighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageNumber
    
    Remaining
    
    Exercise
    
    Number
    
    ExerciseRange Of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$2.40 to $5.00
    
    
    1,289,565
    
    
    
    4.5
    
    
    $
    3.23
    
    
    
    1,064,565
    
    
    $
    2.995.01 to 10.00
    
    
    183,000
    
    
    
    8.6
    
    
    
    7.06
    
    
    
    64,666
    
    
    
    7.0910.01 to 15.00
    
    
    301,000
    
    
    
    8.8
    
    
    
    11.44
    
    
    
    129,333
    
    
    
    12.1115.01 to 35.00
    
    
    15,000
    
    
    
    .8
    
    
    
    29.41
    
    
    
    15,000
    
    
    
    29.411,788,565
    
    
    
    
    
    
    
    
    
    
    
    1,273,564
   2008
    
    
    2007
    
    
    2006R&D expense
    
    $
    389
    
    
    $
    255
    
    
    $
    127G&A expense
    
    
    482
    
    
    
    625
    
    
    
    662Total expense
    
    $
    871
    
    
    $
    880
    
    
    $
    789
 F-25




---



##### Table of Contents



2008
    
    2007
    
    2006Risk-free interest rate
    
    
    3.2
    %
    
    
    4.6
    %
    
    
    4.8
    %Expected term
    
    7 years
    
    7 years
    
    7 yearsVolatility
    
    
    77
    %
    
    
    82
    %
    
    
    85
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    Fair value
    
    $
    6.51
    
    
    $
    9.29
    
    
    $
    6.49
        F-26




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##### Table of Contents



F-27




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##### Table of Contents



First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2008
    
    
    2008
    
    
    2008
    
    
    2008(In thousands except per share amounts)Revenues and other income:Interest income
    
    $
    269
    
    
    $
    91
    
    
    $
    45
    
    
    $
    28Total revenues and other income
    
    
    269
    
    
    
    91
    
    
    
    45
    
    
    
    28Expenses:Research and development
    
    
    6,166
    
    
    
    5,475
    
    
    
    5,874
    
    
    
    5,060General and administrative
    
    
    797
    
    
    
    689
    
    
    
    750
    
    
    
    824Total expenses
    
    
    6,963
    
    
    
    6,164
    
    
    
    6,624
    
    
    
    5,884Net loss
    
    $
    (6,694
    )
    
    $
    (6,073
    )
    
    $
    (6,579
    )
    
    $
    (5,856
    )Net loss per share  basic and diluted
    
    $
    (0.52
    )
    
    $
    (0.48
    )
    
    $
    (0.51
    )
    
    $
    (0.39
    )Shares used in loss per share calculation
    
    
    12,775
    
    
    
    12,775
    
    
    
    12,775
    
    
    
    15,149
 First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2007
    
    
    2007
    
    
    2007
    
    
    2007(In thousands except per share amounts)Revenues and other income:Interest income
    
    $
    318
    
    
    $
    442
    
    
    $
    396
    
    
    $
    352Total revenues and other income
    
    
    318
    
    
    
    442
    
    
    
    396
    
    
    
    352Expenses:Research and development
    
    
    3,028
    
    
    
    3,207
    
    
    
    3,196
    
    
    
    2,989General and administrative
    
    
    941
    
    
    
    609
    
    
    
    568
    
    
    
    670Total expenses
    
    
    3,969
    
    
    
    3,816
    
    
    
    3,764
    
    
    
    3,659Net loss
    
    $
    (3,651
    )
    
    $
    (3,374
    )
    
    $
    (3,368
    )
    
    $
    (3,307
    )Net loss per share  basic and diluted
    
    $
    (0.31
    )
    
    $
    (0.26
    )
    
    $
    (0.26
    )
    
    $
    (0.26
    )Shares used in loss per share calculation
    
    
    11,756
    
    
    
    12,775
    
    
    
    12,775
    
    
    
    12,775
   F-28




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    
    
    Identification Of Exhibit3.1(a)
    
    
    
    Restated Certificate of Incorporation. Exhibit 3.3
to the Companys Registration Statement on Form
SB-2 (No. 33-57728-FW), as amended (Registration
Statement), is incorporated herein by reference.3.1(b)
    
    
    
    Certificate of Amendment to the Companys Restated
Certificate of Incorporation, dated as of May 2,
2006. Exhibit 3.1 to the Companys Current Report
on Form 8-K as filed with the Commission on May 2,
2006 is incorporated herein by reference.3.1(c)
    
    
    
    Certificate of Designation of Series One Junior
Participating Preferred Stock dated September 2,
1999. Exhibit A to Exhibit 4.1 to the Companys
Registration Statement on Form 8-A as filed with
the Commission on September 3, 1999 (the Rights
Plan Registration Statement), is incorporated
herein by reference.3.1(d)
    
    
    
    Certificate of Amendment to Restated Certificate
of Incorporation, dated as of December 16, 2008.
Exhibit 3.1(d) to the Companys Current Report on
Form 8-K as filed with the Commission on December
23, 2008 is incorporated herein by reference.3.2
    
    
    
    Restated Bylaws of the Company. Exhibit 3.4 to the
Registration Statement is incorporated herein by
reference.4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par
value, of the Company. Exhibit 4.1 to the
Registration Statement is incorporated herein by
reference.4.2
    
    
    
    Rights Agreement dated September 1, 1999 between
the Company and Computershare Investor Services
LLC (as successor in interest to Harris Trust &
Savings Bank), as Rights Agent. Exhibit 4.1 to the
Rights Plan Registration Statement is incorporated
herein by reference.4.3
    
    
    
    First Amendment to Rights Agreement, dated as of
September 6, 2002, between the Company, Harris
Trust & Savings Bank and Computershare Investor
Services LLC. Exhibit 4.3 to Amendment No. 1 to
the Rights Plan Registration Statement on Form
8-A/A as filed with the Commission on September
11, 2002 is incorporated herein by reference.4.4
    
    
    
    Second Amendment to Rights Agreement, dated as of
October 30, 2002, between the Company and
Computershare Investor Services LLC. Exhibit 4.4
to Amendment No. 2 to the Rights Plan Registration
Statement on Form 8-A/A as filed with the
Commission on October 31, 2002 is incorporated
herein by reference.4.5
    
    
    
    Third Amendment to Rights Agreement, dated as of
June 30, 2005, between the Company and
Computershare Trust Company, Inc. (as successor in
interest to Computershare Investor Services, LLC).
Exhibit 4.4 to the Companys Current Report on
Form 8-K as filed with the Commission on June 30,
2005 is incorporated herein by reference.4.6
    
    
    
    Fourth Amendment to Rights Agreement, dated as of
January 9, 2008, between the Company and
Computershare Trust Company, Inc. (as successor in
interest to Computershare Investor Services, LLC).
Exhibit 4.5 to the Companys Current Report on
Form 8-K as filed with the Commission on January
10, 2008 is incorporated herein by reference.4.7
    
    
    
    Fifth Amendment to Rights Agreement, sated as of
October 10, 2008, between the Company and
Computershare Trust Company, Inc. (as successor in
interest to Computershare Investor Services, LLC).
Exhibit 4.6 to the Companys Current Report on
Form 8-K as filed with the Commission on January
10, 2008 is incorporated herein by reference.4.8
    
    
    
    Form of Rights Certificate. Exhibit B to Exhibit
4.1 to the Rights Plan Registration Statement is
incorporated herein by reference.




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##### Table of Contents



ExhibitNumber
    
    
    
    Identification Of Exhibit10.1+
    
    
    
    Amended and Restated 1993 Employee and Consultant
Stock Option Plan. Exhibit 10.3 to the
Registration Statement is incorporated herein by
reference.10.2+
    
    
    
    First Amendment to the Repros Therapeutics Inc.
Amended and Restated 1993 Stock Option Plan.
Exhibit 10.22 to the Companys Annual Report on
Form 10-K for the year ended December 31, 1999
(the 1999 Form 10-K) is incorporated herein by
reference.10.3+
    
    
    
    1994 Employee and Consultant Stock Option Plan.
Exhibit 4.2 to the Companys Registration
Statement on Form S-8 (File No. 033-83406) as
filed with the Commission on August 29, 1994 is
incorporated herein by reference.10.4+
    
    
    
    2000 Non-Employee Directors Stock Option Plan.
Appendix B to the Companys Definitive Proxy
Statement filed on April 26, 2000 is incorporated
herein by reference.10.5+
    
    
    
    First Amendment to the Repros Therapeutics Inc.
2000 Non-Employee Directors Stock Option Plan.
Exhibit 10.21 to the 2000 Form 10-K is
incorporated herein by reference.10.6+
    
    
    
    Second Amendment to 2000 Non-Employee Directors
Stock Option Plan. Exhibit 10.6 to the Companys
Annual Report on Form 10-K for the year ended
December 31, 2002 (the 2002 Form 10-K) is
incorporated herein by reference.10.7+
    
    
    
    Repros Therapeutics Inc. 2004 Stock Option Plan.
Exhibit 10.17 to the Companys Registration
Statement on Form S-1 (No. 333-119861), as
amended, is incorporated herein by reference.10.8+
    
    
    
    Employment Agreement between the Company and
Joseph S. Podolski. Exhibit 10.5 to the
Registration Statement is incorporated herein by
reference.10.9+
    
    
    
    First Amendment to Employment Agreement between
the Company and Joseph S. Podolski. Exhibit 10.1
to the Companys Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2001 is
incorporated herein by reference.10.10+
    
    
    
    Second Amendment to Employment Agreement between
the Company and Joseph S. Podolski. Exhibit 10.17
to the 2002 Form 10-K is incorporated herein by
reference.10.11+
    
    
    
    Amended and Restated Employment Agreement between
the Company and Louis Ploth, Jr. dated December
23, 2005. Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Commission on
December 23, 2005 is incorporated herein by
reference.10.12+
    
    
    
    Employment Agreement between the Company and Andre
van As dated March 7, 2007. Exhibit 10.1 to the
Companys Current Report on Form 8-K as filed with
the Commission on March 8, 2007 is incorporated
herein by reference.10.13
    
    
    
    Lease Agreement dated May 11, 2004 between the
Company and Sealy Woodlands, L.P. Exhibit 10.14
to the Companys Annual Report on Form 10-K for
the year ended December 31, 2004 is incorporated
herein by reference.10.14
    
    
    
    Amendment to Lease Agreement between the Company
and Sealy Woodlands, L.P., dated May 17, 2006.
Exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31,
2006 is incorporated herein by reference.10.15++
    
    
    
    Letter Agreement dated July 15, 2002 between the
Company, Schering Plough Ltd. and Schering-Plough
Corporation. Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2002 is incorporated herein
by reference.




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##### Table of Contents



ExhibitNumber
    
    
    
    Identification Of Exhibit10.16++
    
    
    
    PHS Patent License Agreement dated April 16, 1999
between the Company and certain agencies of the
United States Public Health Service within the
Department of Health and Human Services, with
amendments. Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2003 is incorporated
herein by reference.10.17
    
    
    
    Fourth Amendment to PHS Patent License Agreement,
as amended, dated December 9, 2003 between the
Company and certain agencies of the United States
Public Health Service within the Department of
Health and Human Services. Exhibit 10.1 to the
Companys Current Report on Form 8-K as filed with
the Commission on March 19, 2007 is incorporated
herein by reference.10.18
    
    
    
    Waiver to PHS Patent License Agreement, as
amended, dated March 8, 2007 between the Company
and certain agencies of the United States Public
Health Service within the Department of Health and
Human Services. Exhibit 10.2 to the Companys
Current Report on Form 8-K as filed with the
Commission on March 19, 2007 is incorporated
herein by reference.10.19++
    
    
    
    Fifth Amendment to PHS Patent License Agreement,
as amended, dated March 15, 2007 between the
Company and certain agencies of the United States
Public Health Service within the Department of
Health and Human Services. Exhibit 10.3 to the
Companys Current Report on Form 8-K as filed with
the Commission on March 19, 2007 is incorporated
herein by reference.10.20
    
    
    
    Standstill Agreement, dated as of January 9, 2008,
between the Company and Efficacy Capital. Exhibit
10.1 to the Companys Current Report on Form 8-K
as filed with the Commission on January 10, 2008
is incorporated herein by reference.10.21
    
    
    
    First Amendment to Standstill Agreement, dated
July 28, 2008, between the Company and Efficacy
Capital. Exhibit 10.2 to the Companys Current
Report on Form 8-K as filed with the Commission on
July 28, 2008 is incorporated herein by reference.10.22
    
    
    
    Second Amendment to Standstill Agreement, dated
October 2, 2008, between the Company and Efficacy
Capital. Exhibit 10.3 to the Companys Current
Report on Form 8-K as filed with the Commission on
October 3, 2008 is incorporated herein by
reference.10.23
    
    
    
    Common Stock Purchase Agreement, dated September
29, 2008 between the Company and Efficacy Capital.
Exhibit 10.1 to the Companys Current Report on
Form 8-K as filed with the Commission on September
29, 2008 is incorporated herein by reference.10.24
    
    
    
    Amended and Restated Common Stock Purchase
Agreement, dated September 29, 2008 between the
Company and the affiliate or Vermillion Asset
Management LLC named therein. Exhibit 10.4 to the
Companys Current Report on Form 8-K as filed with
the Commission on October 3, 2008 is incorporated
herein by reference.10.25
    
    
    
    Common Stock Purchase Agreement, dated September
29, 2008 between the Company and Dr. John C. Reed.
Exhibit 10.4 to the Companys Current Report on
Form 8-K as filed with the Commission on September
29, 2008 is incorporated herein by reference.23.1*
    
    
    
    Consent of PricewaterhouseCoopers LLP31.1*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer)31.2*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer)32.1*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)




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##### Table of Contents



ExhibitNumber
    
    
    
    Identification Of Exhibit32.2*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
 
 *
    
    Filed herewith.+
    
    Management contract or compensatory plan.++
    
    Portions of this exhibit have been omitted based on a request for
confidential treatment pursuant to Rule 24b-2 of the Exchange Act.
Such omitted portions have been filed separately with the Commission.