897075--3/16/2009--REPROS_THERAPEUTICS

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{product, candidate, development}

{property, intellectual, protect}

{acquisition, growth, future}

{cost, contract, operation}

{provision, law, control}

{competitive, industry, competition}

{condition, economic, financial}

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. 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. 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. 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. 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. 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 face significant competition with many companies with substantially greater resources than we have and other possible advantages. 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. We cannot assure that our manufacture, use or sale of our product candidates will not infringe on the patent rights of others. We face substantial uncertainty in our ability to protect our patents and proprietary technology.

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897075--3/16/2009--REPROS_THERAPEUTICS_INC.