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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)*


                            REPROS THERAPEUTICS INC.
-------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    76028H100
-------------------------------------------------------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2006
-------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]     Rule 13d-1(b)

[X]     Rule 13d-1(c)

[ ]     Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION  CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND  UNLESS THE FORM DISPLAYS A CURRENTLY  VALID OMB CONTROL
NUMBER.








---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 2 of 8 Pages
---------------------------                        --------------------------

    1.      NAMES OF REPORTING PERSONS

            Great Point Partners, LLC

            I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

            37-1475292

    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) [ ]

            (b) [ ]

    3.      SEC USE ONLY

    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            USA

      NUMBER OF SHARES          5.    SOLE VOTING POWER
 BENEFICIALLY OWNED BY EACH
    REPORTING PERSON WITH

                                6.    SHARED VOTING POWER

                                                                        407,900
                                7.    SOLE DISPOSITIVE POWER


                                8.    SHARED DISPOSITIVE POWER

                                                                        407,900

    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     407,900

   10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (See Instructions)                                               [ ]


   11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     3.20%

   12.      TYPE OF REPORTING PERSON (See Instructions)

                     OO




---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 3 of 8 Pages
---------------------------                        --------------------------


    1.      NAMES OF REPORTING PERSONS

            Dr. Jeffrey R. Jay, M.D.

            I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
            (a) [ ]

            (b) [ ]

    3.      SEC USE ONLY

    4.      CITIZENSHIP OR PLACE OF ORGANIZATION

            USA

      NUMBER OF SHARES          5.    SOLE VOTING POWER
 BENEFICIALLY OWNED BY EACH
    REPORTING PERSON WITH                                             0

                                6.    SHARED VOTING POWER

                                                                    407,900

                                7.    SOLE DISPOSITIVE POWER
                                                                      0

                                8.    SHARED DISPOSITIVE POWER

                                                                    407,900

    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     407,900

   10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (See Instructions)                                               [ ]


   11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                     3.20%

   12.      TYPE OF REPORTING PERSON (See Instructions)

                     IN







---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 4 of 8 Pages
---------------------------                        --------------------------

     ITEM 1.

                    (a)       Name of Issuer

                              Repros Therapeutics Inc.

                    (b)       Address of Issuer's Principal Executive Offices

                              2408 Timberloch Place, Suite B-1
                              The Woodlands, TX  77380

     ITEM 2.

                    (a)      Name of Person Filing

                                      Great Point Partners, LLC
                                      Dr. Jeffrey R. Jay, M.D.

                    The Reporting Persons have entered into a Joint Filing
                    Agreement, dated February 14, 2007, a copy of which is filed
                    with this Schedule 13G as Exhibit A, pursuant to which the
                    Reporting Persons have agreed to file this statement jointly
                    in accordance with the provisions of Rule 13d-1(k)(1) under
                    the Act.

                    (b)       Address of Principal  Business Office, or if none,
                              Residence

                              The address of the  principal  business  office of
                              each of the Reporting Persons is

                                  165 Mason Street, 3rd Floor
                                  Greenwich, CT 06830

                    (c)      Citizenship

                    Great Point  Partners,  LLC is a limited  liability  company
                    organized  under  the  laws of the  State of  Delaware.  Dr.
                    Jeffrey R. Jay, M.D. is a citizen of the United States.

                    (d)      Title of Class of Securities

                             Common Stock

                    (e)      CUSIP Number

                             76028H100

ITEM 3.             IF THIS  STATEMENT IS FILED PURSUANT TO  SS.240.13D-1(B)  OR
                    240.13D.2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

                             Not Applicable.

                    (a) [ ]    Broker or dealer  registered  under Section 15 of
                               the Act (15 U.S.C. 78o)

                    (b) [ ]    Bank as defined in Section 3(a)(6) of the Act
                               (15 U.S.C. 78c).

                    (c) [ ]    Insurance company as defined in Section 3(a)(19)
                               of the Act (15. U.S.C. 78c).

                    (d) [ ]    Investment  Company registered under Section 8 of
                               the  Investment  Company  Act of 1940 (15  U.S.C.
                               80a-8).




---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 5 of 8 Pages
---------------------------                        --------------------------


                    (e) [ ]    An investment adviser in accordance with
                               ss.240.13d-1(b)(1)(ii)(E).

                    (f) [ ]    An employee benefit plan or endowment fund in
                               accordance with ss.240.13d-1(b)(1)(ii)(F).

                    (g) [ ]    A parent holding company or control person in
                               accordance with ss.240.13d-1(b)(1)(ii)(G).

                    (h) [ ]    A savings associations as defined in Section
                               3(b) of the Federal Deposit Insurance Act (12
                               U.S.C. 1813).

                    (i) [ ]    A church plan that is excluded from the
                               definition of an investment company under
                               Section 3(c)(14) of the Investment Company Act
                               of 1940 (15 U.S.C. 80a-3).

                    (j) [ ]    Group, in accordance with
                               ss.240.13d-1(b)(1)(ii)(J).

     ITEM 4.        OWNERSHIP

                    Great Point Partners, LLC ("Great Point") is the investment
                    manager of Biomedical Value Fund, L.P. ("BVF"), and by
                    virtue of such status may be deemed to be the beneficial
                    owner of the 220,266 shares of Common Stock of the Issuer
                    owned by BVF (the "BVF Shares"). Dr. Jeffrey R. Jay, M.D.
                    ("Dr. Jay"), as senior managing member of Great Point, has
                    voting and investment power with respect to the BVF Shares,
                    and therefore may be deemed to be the beneficial owner of
                    the BVF Shares.

                    Great Point is the investment manager of Biomedical Offshore
                    Value Fund, Ltd. ("BOVF"), and by virtue of such status may
                    be deemed to be the beneficial owner of the 187,634 shares
                    of Common Stock of the Issuer owned by BOVF (the "BOVF
                    Shares"). Dr. Jay, as senior managing member of Great Point,
                    has voting and investment power with respect to the BOVF
                    Shares, and therefore may be deemed to be the beneficial
                    owner of the BOVF Shares.

                    Great Point and Dr. Jay disclaim beneficial ownership of the
                    BVF Shares and the BOVF Shares, except to the extent of
                    their respective pecuniary interest.


                    Provide the following information regarding the aggregate
                    number and percentage of the class of securities of the
                    issuer identified in Item 1.

                    1. GREAT POINT PARTNERS, LLC

                    (a) Amount beneficially owned: 407,900

                    (b) Percent of class: 3.20%.

                    (c) Number of shares as to which the person has:

                            (i)   Sole power to vote or to direct the
                                  vote:  - 0 -

                            (ii)  Shared  power to vote or to  direct  the vote:
                                  407,900

                            (iii) Sole  power  to  dispose  or  to  direct  the
                                  disposition of: - 0 -.

                            (iv)  Shared power to dispose or to direct the
                                  disposition of: 407,900

                    2. DR. JEFFREY R. JAY, M.D.

                    (a) Amount beneficially owned: 407,900

                    (b) Percent of class: 3.20%.






---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 6 of 8 Pages
---------------------------                        --------------------------


                    (c) Number of shares as to which the person has:

                            (i)   Sole power to vote or to direct the vote: 0.

                            (ii)  Shared  power to vote or to  direct  the vote:
                                  407,900

                            (iii) Sole  power  to  dispose  or  to  direct  the
                                  disposition of: 0.

                            (iv)  Shared  power  to  dispose  or to  direct  the
                                  disposition of: 407,900


ITEM 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

                    If this  statement is being filed to report the fact that as
of the date hereof each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities,  check the following
[X].

ITEM 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON:

                  See item 4.

ITEM 7.           IDENTIFICATION  AND  CLASSIFICATION  OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
                  HOLDING COMPANY

                  Not Applicable.

ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

                  Not Applicable.

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP

                  Not Applicable.

ITEM 10.          CERTIFICATION

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities  and were not acquired and are not held in connection  with or as
participant in any transaction having that purpose or effect.







---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 7 of 8 Pages
---------------------------                        --------------------------


                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date:  February 14, 2007

                            GREAT POINT PARTNERS, LLC

                            By:  /s/ DR. JEFFREY R. JAY, M.D.
                                 -----------------------------------------
                                 Dr. Jeffrey R. Jay, M.D.,
                                   as senior managing member

                            /s/ DR. JEFFREY R. JAY, M.D.
                            ----------------------------------------------
                            DR. JEFFREY R. JAY, M.D.









---------------------------                        --------------------------
CUSIP NO.  76028H100                13G            Page 8 of 8 Pages
---------------------------                        --------------------------


                                                                       EXHIBIT A

              AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

         (i) Each of them is  individually  eligible to use the  Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and

         (ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments  thereto,  and for the  completeness  and accuracy of the
information  concerning  such  person  contained  therein;  but  none of them is
responsible for the  completeness or accuracy of the information  concerning the
other  persons  making the filing,  unless  such  person  knows or has reason to
believe that such information is inaccurate.

Date:  February 14, 2007

                            GREAT POINT PARTNERS, LLC

                            By:  /s/ DR. JEFFREY R. JAY, M.D.
                                 ---------------------------------------
                                 Dr. Jeffrey R. Jay, M.D.,
                                   as senior managing member


                            /s/ DR. JEFFREY R. JAY, M.D.
                            --------------------------------------------
                            DR. JEFFREY R. JAY, M.D.