SECURITIES AND EXCHANGE COMMISSION

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Form S-1

GTx, Inc.

Delaware		2834		20-0221828
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

GTx, Inc.

Mitchell S. Steiner, M.D., F.A.C.S.

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Copies to:

Robert L. Jones, Esq. Suzanne Sawochka Hooper, Esq. Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 (650) 843-5000		Leigh Walton, Esq. Robert J. DelPriore, Esq. Bass, Berry & Sims PLC 100 Peabody Avenue Suite 950 Memphis, TN 38103 (901) 543-5904		David E. Redlick, Esq. Peter N. Handrinos, Esq. Hale and Dorr LLP 60 State Street Boston, MA 02109 (617) 526-6000

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    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

    If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

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CALCULATION OF REGISTRATION FEE

		Proposed Maximum		Amount of
Title of Each Class of		Aggregate Offering		Registration
Securities to be Registered		Price(1)		Fee
Common stock, par value $0.001 per share		$86,250,000		$6,977.63

(1)	Estimated solely for the purpose of computing the registration fee in accordance with Rule 457 under the Securities Act of 1933.

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    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated October 15, 2003.

                                Shares

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       This is an initial public offering of shares of common stock of GTx, Inc. All of the                      shares of common stock are being sold by the company.

       Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $                    and $                    . Application has been made for the quotation of the common stock on the Nasdaq National Market under the symbol “GTXI”.

       See “Risk Factors” on page 7 to read about factors you should consider before buying shares of the common stock.

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       Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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		Per Share				Total
Initial public offering price		$				$
Underwriting discount		$				$
Proceeds, before expenses, to GTx		$				$

       To the extent that the underwriters sell more than                    shares of common stock, the underwriters have the option to purchase up to an additional                    shares from GTx at the initial public offering price less the underwriting discount.

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       The underwriters expect to deliver the shares against payment in New York, New York on                     , 2003.

Goldman, Sachs & Co.

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Prospectus dated                     , 2003.

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RISK FACTORS

       Any investment in our stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, and all information contained in this prospectus, before you decide whether to purchase our common stock. If any of the following risks or uncertainties actually occurs, our business, financial condition, results of operations and prospects would likely suffer, possibly materially. In addition, the trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Risks Related to Our Business

If preclinical or clinical trials of Acapodene, Andarine or any other product candidates that we may develop do not produce successful results, we will be unable to commercialize these product candidates, which will materially harm our business.

       We need to obtain regulatory approval to commercially market Acapodene, Andarine or any other product candidates that we may develop. To receive regulatory approval for the commercial distribution and sale of Acapodene, Andarine or any other product candidates that we may develop, we must conduct, at our own expense, extensive preclinical and clinical trials to demonstrate the safety and efficacy in humans of the product candidates. Preclinical and clinical testing is expensive, can take many years and has an uncertain outcome. Failure can occur at any stage of the testing. We may experience numerous unforeseen events during, or as a result of, the testing process that could delay or prevent commercialization of Acapodene, Andarine or any other product candidates that we may develop, including:

	•	our preclinical or clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional preclinical or clinical testing;
	•	registration or enrollment in our (1) planned pivotal Phase III clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN, (2) planned pivotal Phase III clinical trial of Acapodene for the treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy for advanced prostate cancer and (3) planned Phase II clinical trial of Andarine for the treatment of cachexia from non-small cell lung cancer may be slower than we currently anticipate, resulting in significant delays;
	•	the Food and Drug Administration, or FDA, may require more than a single pivotal Phase III clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN in order to grant marketing approval of Acapodene for this indication;
	•	the safety and efficacy results attained in our clinical trials for Acapodene or Andarine may be less positive than the results obtained in our earlier clinical trials for Acapodene or Andarine;
	•	the cost of our clinical trials may be greater than we currently anticipate;
	•	after reviewing trial results, we may abandon projects that we expected to be promising;
	•	we, regulators or institutional review boards may suspend or terminate our clinical trials if the participating patients are being exposed to unacceptable health risks;
	•	regulators or institutional review boards may suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements; and
	•	the effects of Acapodene, Andarine or any other product candidates that we may develop may not be the desired effects or may include undesirable side effects or other characteristics that may delay or preclude regulatory approval or limit their commercial use if approved.

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       Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful, and interim results of a clinical trial do not necessarily predict final results. For example, the interim results from our Phase IIb clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN do not necessarily predict favorable final results from the trial or from our planned pivotal Phase III clinical trial. Further, bone mineral density changes observed in our Phase II clinical trials of Acapodene for the treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy for advanced prostate cancer are not necessarily indicative of the results that will be demonstrated in our planned larger pivotal Phase III clinical trial.

       We do not know whether our current or any future clinical trials will demonstrate safety and efficacy sufficiently to result in marketable products. Our failure to adequately demonstrate the safety and efficacy of Acapodene, Andarine or any other product candidates that we may develop will prevent receipt of regulatory approval and, ultimately, commercialization of Acapodene, Andarine or any other product candidates that we may develop, which will materially harm our business.

Delays in clinical testing could result in increased costs to us and delay our ability to generate revenue.

       Significant delays in clinical testing or termination of clinical testing could materially impact our product development costs. We do not know whether planned clinical trials will begin on time, will need to be restructured or will be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays related to:

	•	obtaining regulatory approval to commence a clinical trial;
	•	clinical holds;
	•	negotiating acceptable clinical trial agreement terms with prospective trial sites;
	•	obtaining institutional review board approval to conduct a clinical trial at a prospective site;
	•	recruiting patients to participate in a clinical trial;
	•	competition for clinical investigators or clinical trial subjects;
	•	shortage or lack of availability of clinical trial drugs;
	•	the need to repeat clinical trials; and
	•	the failure of third parties conducting and overseeing the operations of our clinical trials to perform their contractual or regulatory obligations in a timely fashion.

       In addition, delays in or termination of clinical trials due to exposure of clinical trial subjects to unacceptable health risks or noncompliance with regulatory requirements could also occur. If we have significant delays in or termination of clinical trials, our financial results and the commercial prospects for Acapodene, Andarine or any other products that we may develop will be adversely impacted, our costs could increase and our ability to generate revenue could be impaired.

We may not be successful in our efforts to develop a pipeline of product candidates.

       A key element of our strategy is to discover and develop a pipeline of small molecule product candidates. We are seeking to do so primarily through our internal research programs. Research programs to identify product candidates require substantial technical, financial and human resources, whether or not we ultimately identify any product candidates. Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for a number of reasons, including:

	•	the research methodology used may not be successful in identifying potential product candidates; or
	•	on further study, potential product candidates may be shown to have harmful side effects or other characteristics that indicate they are unlikely to be effective drugs.

       If we are unable to develop suitable product candidates, our business may suffer.

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Risks Related to Regulatory Approval of our Product Candidates

We and our collaborators are subject to extensive regulation, which can be costly and time-consuming to comply with and may subject us to unanticipated delays or prevent us from obtaining the required approvals to commercialize Acapodene, Andarine or any other product candidates that we may develop.

       Acapodene, Andarine and any other product candidates that we may develop, and the preclinical and clinical trials and manufacturing and distribution activities associated with their development, are subject to comprehensive regulation by the FDA and other regulatory agencies in the United States and by comparable authorities in other countries. The process of obtaining regulatory approvals is expensive, often takes many years, if approval is obtained at all, and can vary substantially based upon the type, complexity and novelty of the product candidates involved.

       Applicants for FDA approval must submit extensive preclinical and clinical data as well as information about product manufacturing processes and facilities and other supporting information to the FDA. Varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent regulatory approval of a product candidate. Changes in the FDA approval policy during the development period, or changes in regulatory review for each submitted product application, may also cause delays in the approval or rejection of an application. The FDA has substantial discretion in the approval process and may disagree with our or any collaborator’s interpretations of such data, which also could cause delays of an approval or rejection of an application. Even if the FDA approves a product candidate, the approval may limit the uses or conditions for which a product may be marketed, or may require further studies. The FDA also can withdraw product clearances and approvals for failure to comply with regulatory requirements or if problems follow initial marketing.

       The FDA’s and foreign regulatory agencies’ statutes, regulations or policies may change, and additional government regulations or statutes may be enacted that could prevent or delay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

       We have only limited experience in filing and prosecuting the applications necessary to gain regulatory approvals. The FDA may refuse to accept any application or may decide that our data is insufficient for approval and require additional preclinical, clinical or other studies. For example, while we believe that our ongoing Phase IIb clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN will support a single pivotal Phase III clinical trial of Acapodene for this indication, we cannot assure you that the FDA will not require more than one pivotal Phase III clinical trial in order to grant marketing approval of Acapodene for this indication. We will not be able to commercialize Acapodene, Andarine or any other product candidates that we may develop until we obtain FDA approval in the United States and approval from comparable authorities in other countries.

       The approval procedure varies among countries and can involve additional testing beyond that required by the FDA. The time required to obtain approval in other countries may differ from that required to obtain FDA approval. We may not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA.

       We do not expect to receive regulatory approval for the commercial sale of Acapodene, Andarine or any other product candidate for a number of years. The inability to obtain FDA approval or approval from comparable authorities in other countries would prevent us from commercializing Acapodene, Andarine or any other product candidates that we may develop in the United States or other countries.

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Even if Acapodene, Andarine or any other product candidates or products that we may develop receive regulatory approval, we may still face development and regulatory difficulties relating to such product candidates or products.

       If we receive regulatory approval to sell Acapodene, Andarine or any other product candidates that we may develop, the FDA and foreign regulatory authorities may, nevertheless, impose significant restrictions on the indicated uses, conditions for use, labeling, advertising, promotion, marketing or production of such product, or impose ongoing requirements for post-approval studies, including additional research and development and clinical trials. In addition, regulatory agencies subject a marketed product, its manufacturer and the manufacturer’s facilities to continual review and periodic inspections. If we discover previously unknown problems with a product, a regulatory agency may impose restrictions on that product or on us or any collaborators, including requiring us or our collaborators to withdraw the product from the market.

       We will be subject to ongoing FDA requirements, including required submissions of safety and other post-market information, registration requirements, current Good Manufacturing Practice, or cGMP, regulations, requirements regarding the distribution of samples to physicians and recordkeeping requirements. The cGMP regulations include requirements relating to quality control and quality assurance, as well as the corresponding maintenance of records and documentation. The manufacturing process must consistently produce quality batches of the product, and the manufacturer must develop methods for testing the quality, purity and potency of the final drugs. Additionally, we must select and test appropriate packaging and conduct chemistry stability studies to demonstrate that the product does not undergo unacceptable deterioration over its shelf-life.

       If we or any collaborators fail to comply with applicable regulatory requirements, a regulatory agency may:

	•	issue warning letters;
	•	impose civil or criminal penalties;
	•	suspend or withdraw our regulatory approval;
	•	suspend or terminate any of our ongoing clinical trials;
	•	refuse to permit the import or export of our products;
	•	refuse to approve pending applications or supplements to approved applications that we file;
	•	impose restrictions on our or our collaborators’ operations, including closing a manufacturing facility; or
	•	seize or detain products or require a product recall.

       The FDA’s and foreign regulatory agencies’ statutes, regulations or policies may change, and additional government regulation or statutes may be enacted, which could increase post-approval regulatory requirements, or delay, suspend or prevent marketing of any approved products. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

Risks Related to Our Intellectual Property

We are dependent upon our licenses from Orion Corporation and the University of Tennessee Research Foundation to develop and commercialize Acapodene, Andarine and two of our preclinical product candidates; if these licenses terminate, we may be unable to develop and commercialize these product candidates.

       Under a license and supply agreement with Orion Corporation, we have a license from Orion to develop, use, market and distribute toremifene, the active pharmaceutical ingredient in Acapodene,

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       The term of our license from Orion continues on a country-by-country basis until the date of expiration or invalidation of the last to expire or be invalidated of our licensed patent rights. Orion has the right to terminate the license as a result of a material breach of the agreement by us that is not cured, our bankruptcy or the acquisition of us by a direct competitor of Orion with respect to toremifene.

       Orion may require us to modify our final Acapodene development plans for specified major markets if such development plans could adversely affect toremifene outside of the field that Orion has licensed to us. Any required modifications may limit our ability to maximize the commercial potential of Acapodene. In addition, we and our affiliates are prohibited from selling a product that competes with toremifene in the licensed field in major countries located outside of the European Union during the term of the agreement and in major countries in the European Union through October 2006. This noncompetition provision may limit our ability to commercialize any other compounds in the licensed field even if we believe that other compounds have more commercial potential than Acapodene. The binding effect of this noncompetition provision on our affiliates, as well as Orion’s right to terminate the agreement if we are acquired by a direct competitor of Orion with respect to toremifene, may make it more difficult for us to be acquired by some potential buyers even if we determine that a sale of the company would be in the best interests of our stockholders.

       We have exclusive, worldwide licenses from the University of Tennessee Research Foundation under its method of use patents relating to toremifene for the reduction in the incidence of prostate cancer in men with high grade PIN and its composition of matter and method of use patents and patent applications relating to Andarine, Ostarine and Prostarine. Without these licenses, we would not be able to commercialize Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN or Andarine, Ostarine or Prostarine for any indication prior to the expiration of University of Tennessee Research Foundation’s patents. We have agreed to pay the University of Tennessee Research Foundation a royalty based on net sales of these product candidates and sublicense income. The term of each of the licenses is the longer of 20 years or the term of any licensed patent having a valid claim covering the licensed technology. The University of Tennessee Research Foundation has the right to terminate each of the licenses under specified circumstances, including in the event that we breach the agreement and do not cure the breach or in the case of our bankruptcy. We are obligated to use commercially reasonable efforts to develop and commercialize products based on the licensed patents and patent applications. These obligations could require us to take actions related to the development of Acapodene, Andarine, Ostarine and Prostarine that we would otherwise not take. These required actions may be costly and may divert our resources from other activities.

       If we are unable to maintain our licenses from Orion and the University of Tennessee Research Foundation, we would likely not be able to develop and commercialize Acapodene, Andarine, Ostarine or Prostarine for any indication. In addition, the terms of our agreements with Orion and the University of Tennessee Research Foundation may adversely affect our operations, financial results or competitive business position.

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Because it is difficult and costly to protect our proprietary rights, we may not be able to ensure their protection.

       Our commercial success will depend in part on obtaining and maintaining patent and trade secret protection for Acapodene, Andarine and any other product candidates or products that we may develop, the methods used to manufacture these product candidates and products and the methods for treating patients using these product candidates and products. It will also depend on our successfully defending these patents and pending patent applications against third-party challenges and in other similar proceedings, and enforcing these patents against third-party infringers. We will be able to protect our product candidates, any products that we may develop and our technologies from unauthorized use by third parties only to the extent that valid and enforceable patents or trade secrets cover them.

       The patent covering the composition of matter of toremifene, the active pharmaceutical ingredient in Acapodene, that we have licensed from Orion will expire in the United States in 2009, in Europe in 2003 or 2008, depending on the country, and in Japan in 2005. We also have licensed from the University of Tennessee Research Foundation method of use patents in the United States and pending patent applications internationally related to the use of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN. The method of use patents issued in the United States related to the use of Acapodene for this indication will expire in 2019. We also have our own pending method of use patent applications in the United States and internationally related to the use of Acapodene for the prevention and treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy.

       The patent covering the composition of matter of the active pharmaceutical ingredient in Andarine that we have licensed from the University of Tennessee Research Foundation will expire in the United States in 2021. We have also licensed from the University of Tennessee Research Foundation rights to pending patent applications internationally covering the composition of matter of the active pharmaceutical ingredient in Andarine and pending patent applications in the United States and internationally related to, among other things, methods for treating cancer cachexia with Andarine. We also have our own pending patent applications in the United States and internationally related to methods of using Andarine.

       It is possible that patents will not issue in respect of some or all of our or our licensed patent applications. If the patent applications do not yield issued patents, or if they yield patents with narrow claims, we may be subject to direct competition in countries in which our licensed composition of matter patents have expired.

       The patent positions of biopharmaceutical companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved and as to which relevant laws and procedures are constantly shifting. No consistent policy regarding the breadth or interpretation of claims allowed in patents has emerged to date in the United States. Further, the specific content of patents and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the relevant legal, scientific and factual issues. Furthermore, the policies governing biotechnology patents outside the United States are even more uncertain. Changes in either patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection. Accordingly, we cannot predict the breadth of claims that may be allowed in a pending patent application, nor can we predict the interpretation, scope, validity or enforceability of claims in our own or in any third party’s patents.

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       The degree of future protection for our proprietary rights, or the proprietary rights that we license from others, is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

	•	others might have been the first to make the inventions covered by each of our or our licensors’ pending patent applications and issued patents;
	•	others might have been the first to file patent applications for these inventions;
	•	others may independently develop similar or alternative technologies or duplicate any of these technologies;
	•	it is possible that none of our or our licensors’ pending patent applications will result in issued patents;
	•	our issued patents or pending patent applications or the patents or patent applications that we license from others may not provide a basis for commercially-viable products, may not provide us with any competitive advantages or may be challenged by third parties;
	•	we may not develop additional proprietary technologies that are patentable;
	•	the patents of others may have an adverse effect on our business; or
	•	patents may be successfully challenged by competitors filing abbreviated new drug applications, or ANDAs, or new drug applications in which the applicant does not own or have a legal right of reference to all of the data required for approval, or 505(b)(2) NDAs, resulting in approval of competitors’ products for the same intended use.

       We also rely on trade secrets to protect our technology, especially where we do not believe that patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets than courts in the United States. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how. Failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Off-label sale or use of toremifene, the active pharmaceutical ingredient in Acapodene, may result in reduced sales of Acapodene and pricing pressure.

       In all countries in which we hold or have licensed rights to patents or patent applications related to Acapodene, the composition of matter patents will expire before the method of use patents. Furthermore, with respect to the method of use of Acapodene for the treatment of side effects of androgen deprivation therapy worldwide and the method of use of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN outside the United States, we have only pending patent applications. Method of use patents are more difficult to enforce than composition of matter patents because of the risk of off-label sale or use of the subject compounds.

       In the event that patents issue in respect of our pending method of use patent applications, after the expiration of the patent covering the composition of matter of toremifene in a particular country, competitors could market and sell generic versions of toremifene at doses and in formulations that are bioequivalent to Acapodene for uses other than the indications for Acapodene covered by these pending method of use patent applications, and physicians would be permitted to prescribe generic versions of toremifene for indications that are protected by our or our licensors’ method of use patents and pending patent applications. After the expiration of the patent covering the composition of matter of toremifene in a particular country, if patents do not issue in respect of our pending method of use patent applications related to the use of Acapodene for the treatment of side effects of androgen deprivation therapy worldwide and the use of Acapodene for the reduction

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       Our license from Orion is limited to the use of toremifene for the prevention and treatment of prostate cancer and the prevention and treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy in the treatment of prostate cancer. Orion has licensed Shire Pharmaceuticals Group in the United States and other parties elsewhere in the world to market, sell and distribute toremifene for the treatment of advanced breast cancer and could license other parties to market, sell and distribute toremifene for other indications in the United States and elsewhere. This further increases the risk of off-label competition developing for Acapodene for the indications for which we are developing this product candidate.

       Off-label sale or use of generic toremifene products, including products marketed and sold by other licensees of Orion, for the indications for which we are developing Acapodene could decrease our sales of Acapodene and could lead to pricing pressure if such products become available at competitive prices and in dosages that are appropriate for the indications for which we are developing Acapodene.

If we are sued for infringing intellectual property rights of third parties, it will be costly and time-consuming; an unfavorable outcome in litigation would have a material adverse effect on our business.

       Our ability to commercialize Acapodene, Andarine and any other product candidates or products that we may develop depends upon our ability to develop, manufacture, market and sell such product candidates or products without infringing the proprietary rights of third parties. Our drug discovery and development efforts are focused on selective estrogen receptor modulators, or SERMs, and selective androgen receptor modulators, or SARMs. Acapodene is a SERM, and Andarine is a SARM. Numerous United States and foreign issued patents and pending patent applications, which are owned by third parties, exist in the general field of SERMs and SARMs. In addition, because patent applications can take many years to issue, there may be currently pending applications, unknown to us, which may later result in issued patents that cover the production, manufacture, commercialization or use of Acapodene, Andarine or any other product candidates or products that we may develop. In addition, the production, manufacture, commercialization or use of Acapodene, Andarine or any other product candidates or products that we may develop may infringe existing patents of which we are not aware.

       There is a substantial amount of litigation involving patent and other intellectual property rights in the biotechnology and biopharmaceutical industries generally. If a third party claims that we infringe on its intellectual property, we could face a number of issues, including:

	•	infringement and other intellectual property claims which, with or without merit, can be expensive and time-consuming to litigate and can divert management’s attention from our business;
	•	substantial damages for past infringement that we would have to pay if a court decides that any product that we may develop infringes on a third party’s patent;
	•	a court prohibiting us from selling or licensing any product that we may develop unless the patent holder licenses the patent to us, which it is not required to do;
	•	if a license is available from a patent holder, we may have to pay substantial royalties or grant a cross license to our patents; and
	•	redesigning the formulation of our product candidate or any product that we may develop so it does not infringe, which may not be possible or could require substantial funds and time.

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Risks Related to Our Dependence on Third Parties

If we are unable to continue relationships or contracts with third parties to manufacture Acapodene, Andarine or any other product candidates or products that we may develop in sufficient quantities and at an acceptable cost, clinical development and commercialization of our product candidates could be delayed, and we may be unable to meet clinical or commercial demand for these product candidates or products.

       We do not currently own or operate manufacturing facilities for the production of clinical or commercial quantities of Acapodene or Andarine. We currently rely and expect to continue to rely on third parties for the manufacture of Acapodene, Andarine and any other product candidates or products that we may develop.

       Orion, our only supplier of Acapodene, has agreed to supply us with, and we have agreed to purchase from Orion, our worldwide requirements of Acapodene in finished tablet form at specified transfer prices under a license and supply agreement. Our agreement with Orion may be terminated for a variety of reasons. Following such a termination, we would obtain the right to manufacture Acapodene under specified circumstances. We would also be able to manufacture Acapodene after expiration of the agreement as a result of the expiration of Orion’s patents with respect to the composition of matter of toremifene. However, in the event that Orion terminates the agreement as a result of a material breach of the agreement by us that is not cured, our bankruptcy or the acquisition of us by a direct competitor of Orion with respect to toremifene, we would not obtain the right to manufacture Acapodene and could not do so until Orion’s patents or related market exclusivity with respect to the composition of matter of toremifene expire.

       Orion may terminate its obligation to supply us with toremifene if marketing approval for Acapodene in the licensed field is not granted in the United States by December 31, 2007 or upon the expiration or invalidation of the last valid claim of the licensed Orion patent rights in the United States, or, subject to a prior notice requirement, if Orion permanently ceases the manufacture of toremifene. In these circumstances, we will have the right to manufacture Acapodene, but we would be required to make arrangements with a qualified alternative supplier to do so.

       We have entered into an agreement with ChemSyn Laboratories, a department of EaglePicher Technologies, LLC, under which ChemSyn has agreed to manufacture Andarine for us in a quantity that we believe is sufficient to supply clinical trials of Andarine for the treatment of cachexia from various types of cancer and initial commercialization of Andarine for this indication. We do not have a contract with ChemSyn for the supply of Andarine for full-scale commercialization.

       We may not be able to maintain or renew these or any other third-party manufacturing arrangements on acceptable terms, if at all. If we are unable to continue relationships with Orion and ChemSyn, or to do so at an acceptable cost, or if these suppliers fail to meet our requirements for Acapodene or Andarine for any reason, we would be required to obtain alternate suppliers, which we may not be permitted to do for Acapodene under our license agreement with Orion in some circumstances. Any inability to obtain alternate suppliers, including an inability to obtain approval of an alternate supplier from the FDA, would delay or prevent the clinical development and commercialization of Acapodene or Andarine and result in our inability to meet clinical or commercial demand for these product candidates.

       Third parties may not manufacture our product candidates or products in a cost effective or timely manner. If manufacturing is not performed in a timely manner, the clinical development of our product candidates or their submission for regulatory approval could be delayed, and our ability to deliver Acapodene, Andarine or any product candidates or products that we may develop on a timely basis could be impaired or precluded.

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       Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured product candidates or products ourselves, including:

	•	reliance on the third party for regulatory compliance and quality assurance;
	•	the possible breach of the manufacturing agreement by the third party because of factors beyond our control; and
	•	the possible termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or inconvenient for us.

       Our product candidates and any products that we may develop may compete with other product candidates and products for access to manufacturing facilities. For example, the active pharmaceutical ingredient in Acapodene, toremifene, is also the active pharmaceutical ingredient in Fareston. Orion also manufactures Fareston for Shire Pharmaceuticals Group, which markets it in the United States for the treatment of advanced breast cancer in post-menopausal women.

       We cannot be certain that our present or future manufacturing partners will be able to comply with cGMP regulations and other FDA regulatory requirements or similar regulatory requirements outside the United States. Failure of our third-party manufacturers or us to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of our product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of product candidates or products, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect our business. Changing manufacturers may require revalidation of the manufacturing process and procedures in accordance with FDA mandated cGMP regulations. This revalidation may be costly and time-consuming.

       Our current and anticipated future dependence upon others for the manufacture of Acapodene and Andarine and our anticipated dependence upon others for the manufacture of any other product candidates or products that we may develop may adversely affect our future profit margins and our ability to develop product candidates, to commercialize any product candidates or products that we may develop on a timely and competitive basis and to meet the demand for any approved products.

We currently depend on a single source supplier for Acapodene, and we are currently purchasing Andarine from a single supplier. The loss of either of these suppliers could delay our clinical trials or prevent or delay commercialization of Acapodene or Andarine.

       Currently, we rely on Orion as a single source supplier for Acapodene, and we are currently purchasing Andarine from ChemSyn as a single supplier. Establishing additional or replacement suppliers for Acapodene or Andarine may take a substantial amount of time, and in some circumstances our agreement with Orion may prevent us from obtaining an alternate supplier with respect to Acapodene. If we have to switch to a replacement supplier, we may face additional regulatory delays, and the manufacture and delivery of Acapodene or Andarine could be interrupted for an extended period of time, which may delay completion of our clinical trials or commercialization of Acapodene or Andarine. If we are unable to obtain an adequate supply of Acapodene or Andarine, our clinical trials will be delayed. As a result, regulatory approval of Acapodene or Andarine could be delayed, or may not be received at all.

We rely on third parties to help conduct our preclinical development activities and clinical trials. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize Acapodene, Andarine or any other product candidates that we may develop.

       We do not have the ability to independently conduct clinical trials for Acapodene, Andarine or any other product candidates that we may develop, and we must rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories to

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We expect to be dependent upon collaborative arrangements to complete the development and commercialization of some of our product candidates. These collaborative arrangements may place the development of our product candidates outside of our control, may require us to relinquish important rights or may otherwise be on terms unfavorable to us.

       We expect to enter into collaborative arrangements with third parties for clinical trials, development, manufacturing, regulatory approvals and commercialization of some of our product candidates. We may not be successful in entering into these collaborative arrangements. If we fail to enter into additional collaborative agreements on favorable terms, our business, financial condition and results of operations could be materially adversely affected. Dependence on collaborative arrangements will subject us to a number of risks, including:

	•	we may not be able to control the amount and timing of resources that our collaborators may devote to the product candidates;
	•	our collaborators may experience financial difficulties;
	•	should a collaborator fail to develop or commercialize one of our compounds or product candidates, we may not receive any future milestone payments and will not receive any royalties for this compound or product candidate;
	•	business combinations or significant changes in a collaborator’s business strategy may also adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement; and
	•	a collaborator could independently move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors.

       Collaborative arrangements with third parties are often terminated or allowed to expire. Such terminations or expirations could adversely affect us financially as well as harm our business reputation.

Risks Related to Commercialization

The commercial success of any products that we may develop will depend upon the degree of market acceptance among physicians, patients, health care payors and the medical community.

       Any products that we may develop may not gain market acceptance among physicians, patients, health care payors and the medical community. The degree of market acceptance of Acapodene, Andarine or any other products that we may develop, if approved for commercial sale, will depend on a number of factors, including:

	•	market acceptance of SERMs and SARMs;
	•	the prevalence and severity of any side effects;
	•	potential advantages over alternative treatments;

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	•	the ability to offer Acapodene and Andarine for sale at competitive prices;
	•	relative convenience and ease of administration;
	•	the strength of marketing and distribution support; and
	•	sufficient third-party coverage or reimbursement.

       If Acapodene, Andarine or any other product candidates that we may develop are approved by the FDA or a similar foreign authority but do not achieve an adequate level of acceptance by physicians, health care payors and patients, we may not generate material product revenue and we may not become profitable.

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell Acapodene and Andarine, we may be unable to generate product revenue.

       We do not have a sales organization and have no experience as a company in the sales, marketing and distribution of pharmaceutical products. In order to commercialize any products that we may develop, we must develop our sales, marketing and distribution capabilities or make arrangements with a third party to perform these services. If we are unable to establish adequate sales, marketing and distribution capabilities, independently or with others, we will not be able to generate material product revenue and will not become profitable.

       If Acapodene or Andarine is approved for commercial sale, we currently plan to establish our own specialized sales force to market Acapodene and, for selected indications, Andarine to urologists and medical oncologists in the United States. Developing a sales force is expensive and time-consuming and could delay any product launch. We might not be able to develop our sales and marketing and distribution capability. If we are unable to establish this capability, we will need to contract with third parties to market and sell Acapodene and Andarine in the United States. We will also need to establish sales, marketing and distribution capabilities in the United States for potential indications of Andarine that cannot be addressed by our planned specialized sales force and outside of the United States for both Acapodene and Andarine, which is likely to require contracting with third parties. To the extent that we enter into arrangements with third parties to perform sales, marketing and distribution services, our product revenues are likely to be lower than if we market and sell Acapodene, Andarine or any other product we may develop ourselves.

If we are unable to obtain acceptable prices or adequate coverage and reimbursement from third-party payors for any products that we may develop, our revenues and prospects for profitability will suffer.

       Our ability to commercialize any products that we may develop is highly dependent on the extent to which coverage and reimbursement for such products will be available from:

	•	governmental payors, such as Medicare and Medicaid;
	•	private health insurers, including managed care organizations; and
	•	other third-party payors.

       Many patients will not be capable of paying for any products that we may develop themselves and will rely on third-party payors to pay for their medical needs. Currently, Medicare does not have a broad-based outpatient prescription drug benefit that covers products self-administered by patients. State Medicaid programs generally have outpatient prescription drug coverage, subject to state regulatory restrictions, for the population eligible for Medicaid. The availability of coverage or reimbursement for prescription drugs under private health insurance and managed care plans varies based on the type of contract or plan purchased.

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       A primary trend in the United States health care industry is toward cost containment. In addition, in some foreign countries, particularly the countries of the European Union, the pricing of prescription pharmaceuticals is subject to governmental control. In these countries, pricing negotiations with governmental authorities can take six to twelve months or longer after the receipt of regulatory marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares the cost-effectiveness of our product candidates or products to other available therapies.

       Large governmental and private payors, managed care organizations, prescription benefit managers and similar organizations are exerting increasing influence on decisions regarding the use of, and reimbursement levels for, particular treatments. Such third-party payors are challenging the prices charged for medical products and services, and many third-party payors limit reimbursement for newly-approved health care products. In particular, third-party payors may limit the indications for which they will reimburse patients who use any products that we may develop. Cost-control initiatives could decrease the price we might establish for products that we may develop, which would result in lower product revenues to us. If the reimbursement for any products that we may develop decreases or if governmental and other third-party payors do not provide coverage or reimbursement for any products that we may develop, our revenues and prospects for profitability will suffer.

       Another development that may affect the pricing of drugs is proposed Congressional action regarding drug reimportation into the United States. Proposed legislation would allow the reimportation of approved drugs originally manufactured in the United States back into the United States from other countries where the drugs are sold at a lower price. If legislation or regulations were passed allowing the reimportation of drugs, they could decrease the price we receive for any products that we may develop, negatively affecting our revenues and prospects for profitability.

Legislative or regulatory reform of health care systems may affect our ability to sell any products profitably.

       In the United States, there have been a number of legislative and regulatory proposals to change the public financing of health care in ways that could adversely affect our ability to sell any products that we may develop profitably. Federal and state proposals and health care reforms are likely. Our results of operations could be materially adversely affected depending on the type of health care reforms that are adopted, if any.

If product liability lawsuits are brought against us, we will incur substantial liabilities and may be required to limit commercialization of any products that we may develop.

       We face an inherent risk of product liability exposure related to the testing of Acapodene, Andarine or any other product candidates that we may develop in human clinical trials and will face an even greater risk if we commercially sell any products that we may develop. In the future, an individual may bring a liability claim against us if any product candidates or products that we may develop cause, or merely appear to have caused, an injury. If we cannot successfully defend ourselves against the product liability claim, we will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

	•	decreased demand for any product candidates or products that we may develop;
	•	injury to our reputation;
	•	withdrawal of clinical trial participants;
	•	costs to defend the related litigation;
	•	substantial monetary awards to trial participants or patients;

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	•	loss of revenue; and
	•	the inability to commercialize any products that we may develop.

       We have product liability insurance that covers our clinical trials up to a $5 million annual aggregate limit. We intend to expand our insurance coverage to include the sale of commercial products if marketing approval is obtained for any products that we may develop. Insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost and we may not be able to obtain insurance coverage that will be adequate to satisfy any liability that may arise.

If our competitors are better able to develop and market products that are more effective than any products that we may develop, our commercial opportunity will be reduced or eliminated.

       We face competition from established pharmaceutical and biotechnology companies, as well as from academic institutions, government agencies and private and public research institutions. Various products are currently marketed or sold and used off-label for some of the diseases and conditions that we are targeting, and a number of companies are or may be developing new treatments. In addition, physicians are permitted to prescribe legally available drugs for uses that are not described in the drug’s labeling and that differ from those uses tested and approved by the FDA. Such off-label uses are common across medical specialties. The occurrence of such off-label uses could significantly reduce our ability to market and sell any products that we may develop.

       Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Our commercial opportunity will be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer side effects or are less expensive than any products that we may develop. These third parties compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies and technology licenses complementary to our programs or advantageous to our business.

       We expect that our ability to compete effectively will depend upon our ability to:

	•	successfully and rapidly complete clinical trials and obtain requisite regulatory approvals in a cost-effective manner;
	•	obtain and maintain proprietary rights to any products that we may develop;
	•	build an adequate specialized sales and marketing infrastructure;
	•	enter into collaborative arrangements for marketing and sales; and
	•	attract and retain key personnel.

Risks Related to Employees and Growth

If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop or commercialize Acapodene, Andarine or any other product candidates or products that we may develop.

       Our success depends on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel and on our ability to develop and maintain important relationships with leading academic institutions, clinicians and scientists. We are highly dependent upon our senior management and scientific staff, particularly Dr. Mitchell S. Steiner. All of our employees are at-will employees and can terminate their employment at any time. We do not carry

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We will need to increase the number of our managerial, operational, financial and other employees, and we may experience difficulties in managing growth.

       In order to continue our clinical trials and commercialize Acapodene, Andarine or any other product candidates that we may develop, we will need to expand the number of our managerial, operational, financial and other employees. We currently anticipate that we will need between 150 and 250 additional employees by the time that Acapodene or Andarine is initially commercialized, including 50 to 80 sales representatives. While to date we have not experienced difficulties in recruiting and hiring qualified individuals, the competition for qualified personnel in the biotechnology field is intense.

       Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Our future financial performance and our ability to commercialize Acapodene, Andarine or any other product candidates that we may develop and to compete effectively will depend, in part, on our ability to manage any future growth effectively. To that end, we must be able to:

	•	manage our research and development efforts effectively;
	•	manage our clinical trials effectively;
	•	integrate additional management, administrative and sales and marketing personnel;
	•	develop our administrative, accounting and management information systems and controls; and
	•	hire and train additional qualified personnel.

       We may not be able to accomplish these tasks, and our failure to accomplish any of them could harm our business and financial results.

Risks Related to Our Financial Results and Need for Additional Financing

We have incurred losses since inception and anticipate that we will incur continued losses for the foreseeable future.

       We are a development stage company with a limited operating history. Currently, we have no products approved for commercial sale, and, to date, we have not generated any product revenue. We have financed our operations and internal growth almost exclusively through private placements of preferred stock. We have devoted substantially all of our efforts to research and development, including clinical trials. We have incurred losses in each year since our inception in 1997. Net losses were $11.9 million in 2002, $8.1 million in 2001 and $3.8 million in 2000. For the six months ended June 30, 2003, net losses were $6.2 million. As of June 30, 2003, we had a deficit accumulated during the development stage of $59.2 million. We expect our research and development expenses to increase in connection with the following:

	•	our ongoing Phase IIb clinical trial and planned pivotal Phase III clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN;
	•	our planned pivotal Phase III clinical trial of Acapodene for the treatment of side effects of androgen deprivation therapy for advanced prostate cancer;

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	•	our planned Phase II clinical trial of Andarine for the treatment of cachexia from non-small cell lung cancer; and
	•	any other clinical trials that we may initiate.

       In addition, subject to regulatory approval of Acapodene or Andarine, we expect to incur sales and marketing and increased manufacturing expenses. As a result, we expect to continue to incur significant and increasing operating losses for the foreseeable future. These losses have had and will continue to have an adverse effect on our stockholders’ equity and working capital. Because of the numerous risks and uncertainties associated with developing small molecule drugs, such as Acapodene and Andarine, we are unable to predict the extent of any future losses or when we will become profitable, if at all.

We currently have no source of revenue and may never become profitable.

       Our ability to become profitable depends upon our ability to generate revenue. Our ability to generate product revenue depends heavily on our success in completing our clinical trials and commercializing Acapodene or Andarine. To date, neither Acapodene nor Andarine has generated any revenue, and we do not know when or if Acapodene or Andarine will generate revenue. Our ability to generate revenue depends on a number of factors, including the other risk factors described in this section of this prospectus. We do not anticipate that we will generate product revenue for a number of years or achieve profitability for at least several years after generating material revenue. If we are unable to generate revenue, we will not become profitable, and we may be unable to continue our operations.

We will need substantial additional funding and may be unable to raise capital when needed, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts.

       Developing small molecule drugs, conducting clinical trials and marketing any products that we may successfully develop is expensive. We will need to raise additional capital to:

	•	fund our operations and clinical trials;
	•	continue our research and development; and
	•	commercialize Acapodene, Andarine or any other product candidates that we may develop, if any such product candidates receive regulatory approval for commercial sale.

       We believe that the net proceeds from this offering, our existing cash resources and interest on these funds will be sufficient to meet our projected operating requirements through the end of 2005. Our future funding requirements will depend on many factors, including:

	•	the scope, rate of progress and cost of our clinical trials and other research and development activities;
	•	future clinical trial results;
	•	the terms and timing of any collaborative, licensing and other arrangements that we may establish;
	•	the cost and timing of regulatory approvals;
	•	the cost and timing of establishing sales, marketing and distribution capabilities;
	•	the cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop;
	•	the effect of competing technological and market developments;

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	•	the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and
	•	the extent to which we acquire or invest in businesses, products and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

       Until we can generate a sufficient amount of product revenue, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements, as well as through interest income earned on cash balances. We cannot be certain that additional funding will be available on acceptable terms, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research and development programs or our commercialization efforts.

Raising additional funds by issuing securities or through collaboration and licensing arrangements with third parties may cause dilution to existing stockholders or require us to relinquish rights to our technologies, Acapodene, Andarine or any other product candidates that we may develop.

       We may raise additional funds through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it will be necessary to relinquish some rights to our technologies, Acapodene, Andarine or any other product candidates that we may develop, or grant licenses on terms that are not favorable to us.

Risks Related to the Offering

Market volatility may affect our stock price and the value of your investment.

       Our stock price is likely to be volatile. The market prices for securities of biopharmaceutical companies in general have been highly volatile and may continue to be highly volatile in the future. The following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common stock:

	•	adverse results or delays in our clinical trials;
	•	the timing of achievement of our clinical, regulatory and other milestones, such as the commencement of clinical development, the completion of a clinical trial or the receipt of regulatory approval;
	•	announcement of FDA approval or non-approval of Acapodene, Andarine or any other product candidates that we may develop or delays in the FDA review process;
	•	actions taken by regulatory agencies with respect to Acapodene, Andarine or any other product candidates that we may develop, our clinical trials or our sales and marketing activities;
	•	the commercial success of any product approved by the FDA or foreign counterpart;
	•	regulatory developments in the United States and foreign countries;
	•	changes in the structure of health care payment systems;
	•	any intellectual property infringement lawsuit involving us;

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	•	announcements of technological innovations or new products by us or our competitors;
	•	market conditions for the biotechnology or pharmaceutical industries in general;
	•	actual or anticipated fluctuations in our results of operation;
	•	changes in financial estimates or recommendations by securities analysts;
	•	sales of large blocks of our common stock;
	•	sales of our common stock by our executive officers, directors and significant stockholders;
	•	changes in accounting principles; and
	•	the loss of any of our key scientific or management personnel.

       In particular, investors purchasing common stock in this offering may not be able to resell their shares at or above the initial public offering price. The stock markets in general, and the markets for biotechnology stocks in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Any such litigation brought against us could result in substantial costs and divert management’s attention and resources, which would hurt our business, financial condition and results of operations.

The ownership interests of our officers, directors and largest stockholders could conflict with the interests of our other stockholders.

       Based on our outstanding shares as of August 31, 2003, after this offering, our officers, directors and holders of 5% or more of our outstanding common stock will beneficially own approximately           % of our common stock, after giving effect to the conversion into common stock of all outstanding shares of our preferred stock and dividends accrued thereon through August 31, 2003, but assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. As a result, these stockholders, acting together, will be able to control all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of this group of stockholders may not always coincide with our interests or the interests of other stockholders.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

       Provisions in our certificate of incorporation and our bylaws that will become effective upon the completion of this offering may delay or prevent an acquisition of us or a change in our management. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors. Because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. These provisions include:

	•	a classified Board of Directors;
	•	a prohibition on actions by our stockholders by written consent;
	•	the ability of our Board of Directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership

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		of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board of Directors; and
	•	limitations on the removal of directors.

       Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Finally, these provisions establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon at stockholder meetings. These provisions would apply even if the offer may be considered beneficial by some stockholders.

We may allocate the net proceeds from this offering in ways that you and other stockholders may not approve.

       We expect to use the net proceeds from this offering to fund our clinical trials and other research and development capabilities and for general corporate purposes. Our management will, however, have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our common stock.

Future sales of our common or preferred stock could lower the market price of our common stock.

       Based on our outstanding shares as of August 31, 2003, after this offering, we will have outstanding                      shares of common stock, after giving effect to the conversion of all outstanding shares of our preferred stock and dividends accrued thereon through August 31, 2003, but assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options. Of these shares, the shares being offered in this offering will be freely tradable under federal and state securities laws. Each of our officers, directors and stockholders and the holders of substantially all of our outstanding options have agreed, subject to specified exceptions, that, without the prior written consent of Goldman, Sachs & Co., they will not, directly or indirectly, sell, offer, contract to sell, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of any shares of our capital stock or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire our capital stock for a period of 180 days from the date of this prospectus. Goldman, Sachs & Co. may, in its sole discretion, permit early release of shares subject to the lock-up agreements.

       Assuming that all of our preferred stock and accrued dividends had been converted into common stock on August 31, 2003, all but 331,218 of the 2,232,944 shares of our common stock that are not being sold in this offering, but which would have been outstanding as of August 31, 2003, will be eligible for sale in the public market 180 days after the effective date of the registration statement of which this prospectus is a part under Rules 144, 144(k) and 701 under the Securities Act of 1933, subject in some cases to volume and other limitations. In addition, of the 67,000 shares issuable upon exercise of options to purchase our common stock outstanding as of August 31, 2003, approximately 10,247 shares will be vested and eligible for sale 180 days after the date of this prospectus. Promptly following this offering, we intend to register the shares of common stock that are authorized for issuance under our employee and non-employee director equity incentive plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements referred to above and the restrictions imposed on our affiliates under Rule 144.

       In addition, if we propose to register any of our securities under the Securities Act either for our own account or for the accounts of other security holders after this offering, the holders of

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       Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur at any time. Such sales could reduce the market price of our common stock.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

       The assumed initial public offering price is substantially higher than the book value per share of our common stock. Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. Further, investors purchasing common stock in this offering will contribute approximately           % of the total amount invested by stockholders since our inception, but will own only approximately           % of the shares of common stock outstanding.

       This dilution is due to our investors who purchased shares prior to this offering having paid substantially less than the price offered to the public in this offering when they purchased their shares and the exercise of stock options granted to our employees. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the purchase price paid in this offering in the event of a liquidation.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

       This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include statements about:

	•	the anticipated progress of our research, development and clinical programs;
	•	our ability to market, commercialize and achieve market acceptance for Acapodene, Andarine or any other product candidates or products that we may develop;
	•	our ability to generate additional product candidates for clinical testing;
	•	our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; and
	•	our estimates regarding the sufficiency of our cash resources.

       In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and subject to risks and uncertainties. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

       Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

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USE OF PROCEEDS

       We estimate that our net proceeds from the sale of                     shares of common stock in this offering will be approximately $                     million and $                     million if the underwriters exercise their over-allotment option in full, based upon an assumed initial public offering price of $          per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to obtain additional capital and to create a public market for our common stock.

       We expect to use approximately $                    million of the net proceeds from this offering to fund our clinical trials and other research and development activities and approximately $                    million for general corporate purposes. In addition, we may use a portion of the net proceeds from this offering to acquire equipment, products, technologies or businesses, although we currently have no commitments or agreements relating to any of these types of transactions. We believe that the net proceeds from this offering, our existing cash resources and interest on these funds will be sufficient to meet our projected operating requirements through the end of 2005.

       While we have estimated the particular uses for the net proceeds to be received upon the completion of this offering, we cannot specify these uses with certainty. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering. Pending these uses, we plan to invest the net proceeds in short-term, interest bearing obligations, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the United States. The goal with respect to the investment of these net proceeds is capital preservation and liquidity so that such funds are readily available to fund our research and development operations.

DIVIDEND POLICY

       Dividends on outstanding shares of our preferred stock accrue and are payable at the time these shares are converted into shares of common stock, which will occur upon completion of this offering. These dividends are payable solely in shares at the time of conversion.

       We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund the development and expansion of our business, and therefore we do not anticipate paying cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors.

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CAPITALIZATION

       The following table sets forth our capitalization as of June 30, 2003:

	•	on an actual basis;
	•	on a pro forma basis to give effect to the issuance of 329,536 shares of Series E cumulative redeemable convertible preferred stock on August 7, 2003 for net proceeds of approximately $20.0 million; and
	•	on a pro forma as adjusted basis to reflect the issuance of 329,536 shares of Series E cumulative redeemable convertible preferred stock on August 7, 2003 for net proceeds of approximately $20.0 million, the conversion into common stock of all outstanding shares of preferred stock and dividends accrued thereon through August 31, 2003 and the sale in this offering of                      shares of common stock at an assumed initial public offering price of $                per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

       The information in this table is based on shares outstanding as of June 30, 2003 and excludes:

	•	45,750 shares of common stock issuable upon exercise of options issued under our current stock option plans, at a weighted average exercise price of $48.79 per share; and
	•	105,150 shares of common stock reserved for future issuance under our current stock option plans and                    shares of common stock reserved for future issuance under our 2003 Equity Incentive Plan, 2003 Non-Employee Directors’ Stock Option Plan and 2003 Employee Stock Purchase Plan, which we plan to adopt before the completion of this offering.

       You should read the information below in conjunction with the financial statements and the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

			As of June 30, 2003
											Pro Forma
			Actual				Pro Forma				As Adjusted
			(unaudited)
			(in thousands, except share data)
Cash and cash equivalents			$	3,112			$	23,098			$
Cumulative redeemable convertible preferred stock, no par value:
	1,227,500 shares authorized and 902,419 shares issued and outstanding, actual; 1,677,500 authorized and 1,231,955 shares issued and outstanding, pro forma; and no shares authorized, issued or outstanding, pro forma as adjusted			60,656				80,656
Stockholders’ (deficit) equity:
Common stock, $0.001 par value:
	10,000,000 shares authorized, actual and pro forma;        shares authorized pro forma as adjusted; 910,000 shares issued and outstanding, actual; 910,000 shares issued and outstanding, pro forma; and         shares issued and outstanding, pro forma as adjusted			970				970
Deficit accumulated during the development stage				(59,154	)			(59,168	)
Total stockholders’ (deficit) equity				(58,184	)			(58,198	)
	Total capitalization		$	2,472			$	22,458			$

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DILUTION

       The historical net tangible book value of our common stock as of June 30, 2003 was $(58.2) million, or $(63.94) per share, based on the number of shares of common stock outstanding as of June 30, 2003. Historical net tangible book value per share is determined by dividing our total tangible assets less total liabilities by the actual number of outstanding shares of our common stock. The pro forma net tangible book value of our common stock as of June 30, 2003 was $22.5 million, or $10.20 per share. Pro forma net tangible book value per share is determined by dividing our total tangible assets less total liabilities after giving effect to the issuance of 329,536 shares of Series E cumulative redeemable convertible preferred stock in August 2003 and the conversion of all of our outstanding shares of preferred stock and dividends accrued thereon through June 30, 2003 into common stock by the actual number of shares of our common stock plus the number of shares issuable upon conversion of all of our outstanding shares of preferred stock and dividends accrued thereon through June 30, 2003 into common stock after giving effect to the issuance of 329,536 shares of Series E cumulative redeemable convertible preferred stock in August 2003 as if such conversion had occurred on June 30, 2003.

       After giving effect to the sale of common stock offered in this offering at the assumed public offering price of $          per share, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2003 would have been approximately $                    million, or $          per share of common stock. This represents an immediate increase in pro forma net tangible book value of $          per share to existing stockholders and an immediate dilution of $          per share to new investors purchasing our common stock in this offering. The following table illustrates this per share dilution to the new investors:

Assumed initial public offering price							$
	Historical net tangible book value per share as of June 30, 2003		$	(63.94	)
	Pro forma net tangible book value per share as of June 30, 2003		$	10.20
	Increase in pro forma net tangible book value per share attributable to this offering
Pro forma as adjusted net tangible book value per share after offering
Dilution per share to new investors in this offering							$

       The following table summarizes, on a pro forma as adjusted basis as of June 30, 2003, the differences between the number of shares of common stock purchased from us, the total consideration and the average price per share paid by existing stockholders and by the new investors, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, at an assumed initial public offering price of $          per share:

		Shares Purchased								Total Consideration
																		Average Price
		Number				Percent				Amount				Percent				Per Share
Existing stockholders								%		$						%		$
New investors
Total							100.0	%						$	100.0	%

       If the underwriters exercise their option to purchase additional shares of our common stock in full in this offering, the pro forma as adjusted net tangible book value per share after the offering would be $                     per share, the increase in pro forma net tangible book value per share to existing stockholders would be $                     per share and the dilution to new investors purchasing shares in this offering would be $                     per share.

       If the underwriters exercise their over-allotment option in full, the number of shares held by new investors will increase to                     , or approximately           % of the total number of shares of our common stock outstanding after this offering.

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       The existing stockholders amounts in the table above have been calculated on a pro forma basis, which includes shares outstanding as of June 30, 2003 and excludes:

	•	45,750 shares of common stock issuable upon exercise of options issued under our current stock option plans, at a weighted average exercise price of $48.79 per share; and
	•	105,150 shares of common stock reserved for future issuance under our current stock option plans and                    shares of common stock reserved for future issuance under our 2003 Equity Incentive Plan, 2003 Non-Employee Directors’ Stock Option Plan and 2003 Employee Stock Purchase Plan, which we plan to adopt before the completion of this offering.

       After this offering and assuming the exercise in full of all of the foregoing options, our pro forma as adjusted net tangible book value per share as of June 30, 2003 would be $          per share, representing an immediate increase in net tangible book value of $          per share to existing stockholders and an immediate dilution in net tangible book value of $          per share to new investors.

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SELECTED FINANCIAL DATA

       The selected financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, notes thereto and other financial information included elsewhere in this prospectus. The selected financial data for each of the five fiscal years in the period ended December 31, 2002 are derived from our financial statements which have been examined and reported upon by Ernst & Young LLP, independent public accountants. See “Experts.” The data presented for the six-month periods ended June 30, 2002 and June 30, 2003 are derived from unaudited financial statements and include, in the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the data for such periods. The results for the six-month period ended June 30, 2003 are not necessarily indicative of the results to be expected for the full fiscal year.

       Pro forma net loss per share for the year ended December 31, 2002 and the six months ended June 30, 2003 is computed using the weighted average number of shares of common stock outstanding, including the pro forma effects of the automatic conversion of our preferred stock and dividends accrued thereon into shares of common stock effective upon the closing of the offering as if such conversion occurred on January 1, 2002 and January 1, 2003 or at the date of the original issuance, if later. The calculation of pro forma net loss per share attributable to common stockholders excludes incremental common stock issuable upon exercise of options, as its effect would be antidilutive.

																															Cumulative
																															Period from
																															September
																							Six Months Ended								24, 1997
			Year Ended December 31,																				June 30,								(date of
																															inception) to
			1998				1999				2000				2001				2002				2002				2003				June 30, 2003
																															(unaudited)
			(unaudited)
			(in thousands, except share and per share data)
Statement of Operations Data:
Operating expenses:
	Research and development		$	185			$	518			$	2,679			$	5,744			$	9,285			$	3,975			$	4,703			$	22,298
	General and administrative			179				256				1,203				2,187				2,405				1,105				1,411				8,457
	Depreciation			19				45				80				215				332				153				175				865
Total operating expenses				383				819				3,962				8,146				12,022				5,233				6,289				31,620
Other income:
	Research and development income			225				—				—				—				—				—				—				225
	Interest income			42				69				150				83				156				55				43				543
Total other income				267				69				150				83				156				55				43				768
Net loss				(116	)			(750	)			(3,812	)			(8,063	)			(11,866	)			(5,178	)			(6,246	)			(30,852	)
Accrued preferred stock dividends				—				(82	)			(297	)			(790	)			(2,147	)			(858	)			(1,366	)			(4,684	)
Adjustment to preferred stock redemption value				—				—				(21,077	)			(57	)			(7,220	)			(7,036	)			4,736				(23,618	)
Net loss attributable to common stockholders			$	(116	)		$	(832	)		$	(25,186	)		$	(8,910	)		$	(21,233	)		$	(13,072	)		$	(2,876	)		$	(59,154	)
Net loss per share attributable to common stockholders:
	Basic		$	(.13	)		$	(.91	)		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.16	)
	Diluted		$	(.13	)		$	(.91	)		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.34	)
Weighted average shares used in computing net loss per share attributable to common stockholders:
	Basic			910,000				910,000				910,000				910,000				910,000				910,000				910,000
	Diluted			910,000				910,000				910,000				910,000				910,000				910,000				1,869,021
Pro forma net loss per share attributable to common stockholders — basic and diluted																			$	(6.81	)						$	(3.34	)
Shares used in computing pro forma net loss per share attributable to common stockholders — basic and diluted																				1,742,563								1,869,021

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       With respect to June 30, 2003, the following table presents a summary of our balance sheet:

	•	on an actual basis; and
	•	on a pro forma basis to give effect to the issuance of 329,536 shares of Series E cumulative redeemable convertible preferred stock on August 7, 2003 for net proceeds of approximately $20.0 million.

			As of December 31,																				As of June 30, 2003
			1998				1999				2000				2001				2002				Actual				Pro Forma
																							(unaudited)
			(in thousands)
Balance Sheet Data (at period end):
Cash and cash equivalents			$	748			$	1,542			$	2,667			$	8,834			$	8,925			$	3,112			$	23,098
Working capital				742				1,434				2,241				8,544				7,654				1,544				21,530
Total assets				871				1,677				3,201				10,117				10,030				4,064				24,050
Cumulative redeemable convertible preferred stock				—				1,537				27,912				43,702				64,026				60,656				80,656
Deficit accumulated during development stage				(116	)			(866	)			(26,135	)			(35,045	)			(56,278	)			(59,154	)			(59,168	)
Total stockholders’
	(deficit) equity			854				21				(25,165	)			(34,075	)			(55,308	)			(58,184	)			(58,198	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

       The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

       GTx is a biopharmaceutical company dedicated to the discovery, development and commercialization of therapeutics primarily related to the treatment of serious men’s health conditions. Our drug discovery and development programs are focused on small molecules that selectively modulate the effects of estrogens and androgens, two essential classes of hormones. We currently have two product candidates that are in human clinical trials. We are developing Acapodene, our most advanced product candidate, through clinical trials for two separate indications: (1) a Phase IIb clinical trial for the reduction in the incidence of prostate cancer in men with precancerous prostate lesions and (2) a planned pivotal Phase III clinical trial for the treatment of serious side effects of advanced prostate cancer therapy. We are initially developing our second product candidate, Andarine, for the treatment of cachexia from various types of cancer. Andarine is the most advanced of our internally discovered portfolio of compounds designed to modulate the effects of hormones. We plan to build a specialized sales and marketing capability to market our product candidates directly to the relatively small and concentrated community of urologists and medical oncologists in the United States and seek collaborators to commercialize our product candidates where the target physician market is broader than urologists and medical oncologists and outside the United States.

       To date, we have not generated any product revenue, and we have financed our operations and internal growth almost exclusively through private placements of preferred stock. We are a development stage company and have incurred significant losses since our inception in 1997 as we have devoted substantially all of our resources to research and development, including our clinical trials. As of June 30, 2003, we had a deficit accumulated during the development stage of $59.2 million. Our accumulated deficit resulted primarily from:

	•	our research and development activities associated with Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN, including our Phase IIb clinical trial; Acapodene for the treatment of side effects of androgen deprivation therapy, including two Phase II clinical trials; Andarine for the treatment of cachexia from various forms of cancer, including three Phase I clinical trials; and other product candidates;
	•	general and administrative expenses; and
	•	non-cash dividends and adjustments to the preferred stock redemption value of $28.3 million related to our cumulative redeemable convertible preferred stock. See “Critical Accounting Policies — Adjustment to Preferred Stock Redemption Value.”

       We expect to continue to incur net losses over the next several years as we continue our clinical development and research and development activities, apply for regulatory approvals, establish sales and marketing capabilities and expand our operations.

Research and Development

       Since our inception, we have been focused on drug discovery and development programs. Research and development expenses represented approximately 75% of our total operating

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	•	personnel associated with our research activities;
	•	screening and identification of product candidates;
	•	formulation and synthesis activities;
	•	manufacturing;
	•	preclinical studies, including toxicology studies;
	•	clinical trials;
	•	regulatory affairs; and
	•	quality assurance activities.

       The following table identifies for each of our major drug discovery and development programs our lead product candidates, the development phase of each lead product candidate, the status of each lead product candidate and research and development spending for each lead product candidate for each of the periods presented. Research and development spending for past periods is not indicative of spending in future periods.

Research & Development Spending

																		Six Months
Program/						Year Ended												Ended								Inception
Product						December 31,												June 30,								Through
Candidate/		Development																								June 30,
Indication		Phase		Status		2000				2001				2002				2002				2003				2003
SERM Program
Acapodene
• Reduction in the incidence of prostate cancer in men with high grade PIN		Phase IIb clinical trial		Enrollment complete; last patient scheduled to complete trial in May 2004; final results expected in the third quarter of 2004		$	1,984			$	2,436			$	3,168			$	1,221			$	1,643			$	9,934
• Side effects of androgen deprivation therapy		Pivotal Phase III clinical trial planned		Pivotal Phase III clinical trial expected to commence in November 2003		$	—			$	—			$	807			$	421			$	364			$	1,171
SARM Program
Andarine
• Cachexia from various types of cancer		Three Phase I clinical trials completed		Phase II clinical trials for treatment of cachexia from non-small cell lung cancer scheduled to begin in the first half of 2004		$	141			$	2,430			$	4,134			$	1,654			$	2,213			$	8,918

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       There is a risk that any drug discovery and development program may not produce revenue. Moreover, because of uncertainties inherent in drug discovery and development, including those factors described in the “Risk Factors” section of this prospectus, we may not be able to successfully develop and commercialize any of the product candidates included in the table above.

       Drug development in the United States is a process that includes several steps defined by the FDA. The FDA approval process for a new drug involves completion of preclinical studies and the submission of the results of these studies to the FDA, together with proposed clinical protocols, manufacturing information, analytical data and other information in an Investigational New Drug application, or IND, which must become effective before human clinical trials may begin. Clinical development typically involves three phases of study: Phase I, II and III. The most significant costs associated with clinical development are the Phase III clinical trials as they tend to be the longest and largest studies conducted during the drug development process. After completion of clinical trials, a New Drug application, or NDA, may be submitted to the FDA. In responding to an NDA, the FDA may refuse to file the application, or if accepted for filing, the FDA may grant marketing approval, request additional information or deny the application if it determines that the application does not provide an adequate basis for approval.

       The successful development of our product candidates is highly uncertain. We cannot reasonably estimate or know the nature, timing and estimated costs of the efforts necessary to complete the development of, or the period in which material net cash inflows are expected to commence from, any of our product candidates due to the numerous risks and uncertainties associated with developing drugs, including the uncertainty of:

	•	the scope, rate of progress and cost of our clinical trials and other research and development activities;
	•	future clinical trial results;
	•	the terms and timing of any collaborative, licensing and other arrangements that we may establish;
	•	the cost and timing of regulatory approvals;
	•	the cost and timing of establishing sales, marketing and distribution capabilities;
	•	the cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop;
	•	the effect of competing technological and market developments; and
	•	the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.

       Any failure to complete the development of our product candidates in a timely manner could have a material adverse effect on our operations, financial position and liquidity. A discussion of the risks and uncertainties associated with completing our projects on schedule, or at all, and some consequences of failing to do so, are set forth in the “Risk Factors” section of this prospectus.

Results of Operations

Comparison of Six Months Ended June 30, 2003 and June 30, 2002

       Research and Development. Research and development expenses increased 17.5% to $4.7 million for the six months ended June 30, 2003 from $4.0 million for the six months ended June 30, 2002. This increase was primarily due to an increase in clinical trial expenses for the Phase IIb clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN of approximately $422,000, as enrollment in the clinical trial was completed in May

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       We expect that research and development expenditures will continue to increase substantially during 2003 and subsequent years due to (1) the planned commencement in November 2003 of a pivotal Phase III clinical trial of Acapodene for the treatment of side effects of androgen deprivation therapy, (2) the completion of the current Phase IIb clinical trial in 2004 and planned commencement of a pivotal Phase III clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN and (3) the continued development of Andarine, including a Phase II clinical trial scheduled to begin in the first half of 2004. We expect to expand the scope of our drug discovery and development programs in future periods, which may result in substantial increases in research and development expenses.

       General and Administrative. General and administrative expenses consist primarily of the costs of administrative personnel and related facilities and legal, accounting, human resources, information technology, public relations and other professional services. In the future, general and administrative expenses will also include the costs of sales and marketing. General and administrative costs increased 27% to $1.4 million for the six months ended June 30, 2003 from $1.1 million for the six months ended June 30, 2002. The increase was primarily due to an increase in salary and benefits expense of approximately $111,000 resulting from increases in staffing levels, annual salary increases and increased health insurance costs and an approximate $69,000 increase in legal fees.

       We expect that general and administrative expenditures will increase during 2003 and subsequent years due to increasing payroll, public company expenses, our initial commercialization expenses, business development costs and expanded operational infrastructure.

       Interest Income. Interest income for the six months ended June 30, 2003 was $43,000 and decreased from the corresponding period in 2002 as a result of a decrease in the average cash and cash equivalents balance and overall interest rates.

       Adjustment to Preferred Stock Redemption Value. The adjustment to preferred stock redemption value consists of the amount of the change in the redemption value, which is the greater of the liquidation value and fair value, of the preferred stock. For the six months ended June 30, 2003, the amount of the adjustment was a decrease of $4.7 million. For the six months ended June 30, 2002, the amount of the adjustment was an increase of $7.0 million. See “Critical Accounting Policies — Adjustment to Preferred Stock Redemption Value.”

Comparison of Years Ended December 31, 2002 and December 31, 2001

       Research and Development. Research and development expenses increased 62% to $9.3 million for the year ended December 31, 2002 from $5.7 million for the year ended December 31, 2001. This increase was primarily due to an increase in clinical trial expenses for the Phase IIb clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN of approximately $732,000 and an increase in clinical trial expenses for two Phase II clinical trials of Acapodene for the treatment of side effects of androgen deprivation therapy of approximately $807,000. In addition, preclinical toxicology studies, formulation and synthesis activities, manufacturing activities and clinical development activities for Andarine increased research and development expenses by approximately $1.7 million. Research and development expenses related to other product candidates increased by approximately $297,000 for the year ended December 31, 2002 as compared to the prior year.

       General and Administrative. General and administrative expenses increased 10% to $2.4 million for the year ended December 31, 2002 from $2.2 million for the year ended December 31, 2001. This increase was primarily due to an increase in salary and benefits expense

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       Interest Income. Interest income increased 87% to approximately $156,000 for the year ended December 31, 2002 from approximately $83,000 for the year ended December 31, 2001. The increase was principally attributable to higher average cash and cash equivalents balances during the year ended December 31, 2002 as compared to the prior year.

       Adjustment to Preferred Stock Redemption Value. For the year ended December 31, 2002, the adjustment to preferred stock redemption value was an increase of $7.2 million compared to an increase of $57,000 for the year ended December 31, 2001. The adjustments were due to a change in the redemption value of the preferred stock.

Comparison of Years Ended December 31, 2001 and December 31, 2000

       Research and Development. Research and development expenses increased 114% to $5.7 million for the year ended December 31, 2001 from $2.7 million for the year ended December 31, 2000. This increase was primarily due to an increase in research and development expenses for Andarine of approximately $2.3 million, which included preclinical toxicology studies, formulation and synthesis activities, manufacturing activities and clinical development activities, and an increase in clinical trial expenses for the Phase IIb clinical trial of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN of approximately $450,000. Research and development expenses on other product candidates increased by approximately $325,000 for the year ended December 31, 2001 compared to the prior year.

       General and Administrative. General and administrative expenses increased 83% to $2.2 million for the year ended December 31, 2001 from $1.2 million for the year ended December 31, 2000. This increase was primarily due to an increase in salary and benefits expense by approximately $460,000 associated with increases in staffing levels, an increase of occupancy expense of approximately $105,000, an increase in legal fees of approximately $112,000, as well as increases in other general and administrative expenses. In addition, general and administrative expenses for the year ended December 31, 2001 included interest expense on notes payable of approximately $71,000. There were no notes outstanding in the year ended December 31, 2000.

       Interest Income. Interest income decreased 45% to $83,000 for the year ended December 31, 2001 from $150,000 for the year ended December 31, 2000. The decrease was principally attributable to lower average cash and cash equivalents balances during the year ended December 31, 2001 as compared to the prior year.

       Adjustment to Preferred Stock Redemption Value. For the year ended December 31, 2001, the adjustment to preferred stock redemption value was an increase of $57,000 compared to an increase of $21.1 million for the year ended December 31, 2000. The adjustments were due to a change in the redemption value of the preferred stock.

Liquidity and Capital Resources

       We have not generated any product revenue, and we have financed our operations and internal growth almost exclusively through private placements of preferred stock. We have incurred significant losses since our inception in 1997. As of June 30, 2003, we had a deficit accumulated during the development stage of $59.2 million.

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       The following table summarizes our issuances of preferred stock through August 31, 2003.

Series		Date		Number of Shares				Approximate Gross Proceeds
								(in thousands)
A		May 1999			200,000			$	1,455
B		July 2000			277,500				5,000
C		October 2001			260,154				15,000
D		July 2002			164,765				11,000
E		August 2003			329,536				20,000

       At August 31, 2003, we had cash and cash equivalents of $21.4 million. At June 30, 2003, we had cash and cash equivalents of $3.1 million, compared to $8.9 million at December 31, 2002, $8.8 million at December 31, 2001 and $2.7 million at December 31, 2000.

       Net cash used in operating activities was $10.6 million and $5.8 million for the year ended December 31, 2002 and the six months ended June 30, 2003. The use of cash in both periods resulted primarily from funding our net losses.

       Net cash used in investing activities was $313,000 and $39,000 for the year ended December 31, 2002 and the six months ended June 30, 2003. This was primarily for the purchase of research and development equipment.

       Net cash provided by financing activities, which resulted from the sale of preferred stock, was $11.0 million for the year ended December 31, 2002. There were no financing activities during the six months ended June 30, 2003. On August 7, 2003, we sold 329,536 shares of Series E preferred stock and received gross proceeds of $20.0 million.

       We believe that the net proceeds from this offering, our current cash resources and interest on these funds will be sufficient to meet our projected operating requirements through the end of 2005. In addition to the net proceeds of this offering, we estimate that we will need to raise additional funds in the amount of approximately $70 million, assuming that we do not enter into collaborative arrangements for any of our product candidates, in order to commercialize Acapodene and Andarine for the indications currently being tested.

       Our forecast of the period of time through which our financial resources will be adequate to support our projected operating requirements is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in the “Risk Factors” section of this prospectus. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development of our product candidates and other research and development activities, including risks and uncertainties that could impact the rate of progress of our development activities, we are unable to estimate with certainty the amounts of increased capital outlays and operating expenditures associated with our current and anticipated clinical trials and other research and development activities. Our future funding requirements will depend on many factors, including:

	•	the scope, rate of progress and cost of our clinical trials and other research and development activities;
	•	future clinical trial results;
	•	the terms and timing of any collaborative, licensing and other arrangements that we may establish;
	•	the cost and timing of regulatory approvals;
	•	the cost and timing of establishing sales, marketing and distribution capabilities;

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	•	the cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop;
	•	the effect of competing technological and market developments;
	•	the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; and
	•	the extent to which we acquire or invest in businesses, products and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

       We do not anticipate that we will generate product revenue for a number of years. Until we can generate a sufficient amount of product revenue, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements, as well as through interest income earned on cash balances. We do not currently have any commitments for future external funding. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or development programs or to obtain funds through collaborations with others that are on unfavorable terms or that may require us to relinquish rights to some of our technologies or product candidates that we would otherwise seek to develop on our own.

       We have no long-term debt, and, as of June 30, 2003, we had contractual obligations related to a facilities lease as follows:

		Payments Due by Period
		(in thousands)
						Less than												After 5
		Total				1 year				1-3 years				4-5 years				years
Contractual obligations		$	422			$	94			$	328			$	—			$	—

       Our long-term commitments under the operating lease shown above consist of payments relating to a lease for laboratory and office space at 3 North Dunlap Street, Memphis, Tennessee. This lease expires on September 30, 2005. This lease is terminable by either party on 90 days’ notice. The table above excludes contingent payments under the license agreements to which we are a party.

Critical Accounting Policies

       The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from those estimates. We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements.

Accounting for Income Taxes

       Our income tax policy records the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, as well as operating loss and tax credit carryforwards. We have recorded a full valuation allowance to reduce our deferred tax assets as, based on available objective evidence, it is more likely than not that the deferred tax asset will not be realized. In the event that we determine that we will be able to

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Stock-Based Compensation

       In accordance with Accounting Principles Board Opinion No. 25 and related interpretations, we do not recognize compensation expense when we issue stock options to employees and non-employee directors, unless the exercise price is below the fair market value of the stock on the date of grant. Our compensation expense would have been approximately $111,000 higher and our diluted net loss per share would have been approximately $0.13 higher in 2002 had we recognized an expense equal to the estimated fair market value of employee stock options granted through December 31, 2002 amortized over the vesting period of the options. For more information on this subject, you should refer to Note 11 to our financial statements included elsewhere in this prospectus.

Adjustment to Preferred Stock Redemption Value

       We recognize changes in the redemption value of our preferred stock immediately as they occur and adjust the carrying value of the preferred stock to equal the redemption value at the end of each reporting period. The preferred stock is subject to redemption on or after August 31, 2006 at a price per share equal to the greater of (1) the liquidation value, which includes accrued dividends or (2) the fair value calculated on an as-if converted to common stock basis. We determine fair value considering factors such as the share price of preferred stock issuances, achievement of significant milestones in the clinical trials and general market conditions. Although we consider these factors in determining fair value, this determination is, by its nature, subjective and subject to change in the future based upon a number of factors. The changes in redemption value affect the loss attributable to common stockholders, the preferred stock carrying values and the deficit accumulated during the development stage.

Quantitative and Qualitative Disclosures about Market Risk

       Our exposure to market risk for changes in interest rates relates to our cash equivalents on deposit in highly liquid money market funds. The primary objective of our cash investment activities is to preserve principal while at the same time maximizing the income we receive from our invested cash without significantly increasing risk of loss. We do not use derivative financial instruments in our investment portfolio. Our cash and investments policy emphasizes liquidity and preservation of principal over other portfolio considerations.

       We have operated primarily in the United States. Accordingly, we do not have any material exposure to foreign currency rate fluctuations. However, if we are successful in our efforts to commercialize Acapodene, our exposure to foreign currency rate fluctuations may increase because we are obligated to pay Orion in Euros.

Recent Accounting Pronouncements

       In December 2002, the Financial Accounting Standards Board, or FASB, issued SFAS No. 148 “Accounting for Stock-Based Compensation — Transition and Disclosure,” which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The interim disclosure

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       In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period ending after December 15, 2003. We did not have any ownership in any variable interest entities as of December 31, 2002. We will apply the consolidation requirement of FIN 46 in future periods if we own any interest in any variable interest entity.

       In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 requires that certain financial instruments, which under previous guidance could be accounted for as equity, be classified as liabilities in the statement of financial position. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003. We do not expect the adoption of SFAS No. 150 to have a significant impact on our financial statements.

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BUSINESS

Overview

       GTx is a biopharmaceutical company dedicated to the discovery, development and commercialization of therapeutics primarily related to the treatment of serious men’s health conditions. Our drug discovery and development programs are focused on small molecules that selectively modulate the effects of estrogens and androgens, two essential classes of hormones. We currently have two product candidates that are in human clinical trials. We are developing Acapodene, our most advanced product candidate, through clinical trials for two separate indications: (1) a Phase IIb clinical trial for the reduction in the incidence of prostate cancer in men with precancerous prostate lesions and (2) a planned pivotal Phase III clinical trial for the treatment of serious side effects of advanced prostate cancer therapy. We are initially developing our second product candidate, Andarine, for the treatment of cachexia from various types of cancer. Andarine is the most advanced of our internally discovered portfolio of compounds designed to modulate the effects of hormones.

       Our most advanced product candidate is Acapodene, which we are developing to reduce the incidence of prostate cancer in men with precancerous prostate lesions. We have licensed from Orion Corporation the right to develop, market and distribute toremifene, the active pharmaceutical ingredient in Acapodene, worldwide in the field of the prevention and treatment of prostate cancer and the treatment of the principal side effects of prostate cancer therapies. Scientific evidence has established that men who have high grade, or advanced, prostatic intraepithelial neoplasia, a precancerous prostate lesion referred to as high grade PIN, are at high risk of developing prostate cancer. Currently, there is no therapy for the treatment of high grade PIN. We are conducting a Phase IIb clinical trial in which we have enrolled 515 patients to determine the efficacy and safety of Acapodene in reducing the incidence of prostate cancer in men with high grade PIN. The last patient is scheduled to complete this trial in May 2004, with final results expected in the third quarter of 2004.

       We are also developing Acapodene for the treatment of side effects of androgen deprivation therapy, which reduces blood levels of testosterone and is the only medical treatment for men who have advanced, recurrent or metastatic prostate cancer. Androgen deprivation therapy has serious side effects, including: severe bone loss, or osteoporosis, leading to skeletal fractures; hot flashes; and breast pain and enlargement, or gynecomastia. There are no drugs approved by the FDA for the treatment of these side effects of androgen deprivation therapy. We have completed two Phase II clinical trials of Acapodene for this indication and expect to commence a pivotal Phase III clinical trial in November 2003.

       Our second product candidate is Andarine, which we are initially developing for the treatment of cachexia from various types of cancer, a potentially life-threatening complication of many cancers. There are no drugs that have been approved by the FDA for the treatment of cancer cachexia. Although there are two commercially available drugs that are being prescribed off-label for the treatment of some types of cancer cachexia, chronic use of these drugs may result in bleeding liver cysts and liver cell tumors. We discovered Andarine internally through our drug discovery program. We have completed three Phase I clinical trials of Andarine, and we plan to commence a placebo-controlled, dose-finding Phase II clinical trial for the treatment of cachexia from non-small cell lung cancer in the first half of 2004.

       We have a robust preclinical product candidate pipeline of small molecules that modulate the effects of hormones. Our current preclinical product candidate pipeline focuses on the treatment of major indications in men’s health, including:

	•	Prostarine for the treatment of benign prostatic hyperplasia, or BPH, a benign prostate enlargement that results in obstruction of the urinary tract;
	•	Ostarine for the treatment of osteoporosis and andropause; and
	•	Andromustine for the treatment of prostate cancer that is not responsive to androgen deprivation therapy.

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We believe that our drug discovery capabilities position us well to sustain our clinical pipeline through the design and development of nonsteroidal small molecule drugs that modulate the effects of hormones.

Scientific Background on Estrogens and Androgens

       Both estrogens and androgens are hormones that play critical roles in men’s health, regulating not only the reproductive system, but also having important effects on the muscular, skeletal, cardiovascular and central nervous systems. In order for the body to function properly, a balance must exist between estrogens and androgens.

       Estrogens prevent bone loss and osteoporosis and reduce the risk of skeletal fractures. In aging men, there is a gradual increase in estrogen levels in the blood, which may promote BPH, initiate prostate cancer and cause gynecomastia.

       Testosterone is the predominant androgen in men. Testosterone is important for mental well-being and for masculine physical characteristics, such as muscle size and strength, bone strength and male pattern hair growth and loss. Testosterone also stimulates sebaceous glands, which can cause acne. Male reproductive health is also dependent on testosterone to maintain sexual interest, fertility, erectile function and normal prostate growth. In aging men, there is a gradual decrease in testosterone levels, leading to loss of muscle mass and strength, reduced bone mineralization resulting in osteoporosis and bone fractures, erectile dysfunction, decreased sexual interest, depression and mood changes.

       In order for estrogens and androgens to perform their physiologic functions, they must interact with and activate their hormone receptors. Hormone receptors are sites located in tissues where hormones bind. Once a hormone binds with its receptor, a series of cellular events is activated, resulting in estrogenic or androgenic tissue effects.

       Pharmaceuticals that target hormone receptors for estrogens or androgens have been prescribed for over 50 years. The drugs that have been used to stimulate androgen receptors are natural or synthetic hormones, known as steroids. Steroids activate hormone receptors in all tissue types in a non-selective manner. The absence of selectivity may result in unwanted side effects, such as the potential stimulation of latent prostate cancer, aggravation of existing BPH, acne, hair growth and gynecomastia. Testosterone products also have many pharmacologic limitations, such as an inability to administer them orally. Instead, they must be given by intramuscular injections, patches or gels. The delivery methods of testosterone products are inconvenient for patients and in some cases result in inconsistent levels of testosterone in the blood.

       There are also classes of small molecules that are not steroids, but which bind to hormone receptors. These small molecules may either stimulate or block hormone receptors depending on the type of tissue in which the receptor is found. A drug that can either block or stimulate the same hormone receptor is called a receptor modulator. A drug that can either block or stimulate a receptor in a tissue-selective manner may be able to mimic the beneficial, and at the same time minimize the unwanted, effects of natural or synthetic hormones.

       A selective estrogen receptor modulator, or SERM, is a small molecule that binds to and selectively modulates estrogen receptors. SERMs have the ability to either stimulate or block estrogen’s activity in different tissue types. SERMs have been shown to stimulate estrogen’s beneficial action in bone and block estrogen’s harmful activity in the breast. In addition, we believe that SERMs have the potential to block estrogen’s harmful activity in the prostate. Examples of SERMs currently on the market include tamoxifen, which has been prescribed to treat female and male breast cancer, and raloxifene, which is used to prevent and treat female post-menopausal osteoporosis.

       Similarly, a selective androgen receptor modulator, or SARM, is a small molecule that binds to and selectively modulates androgen receptors. In men, we believe that SARMs will be able to

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Product Candidates

       The following table summarizes key information about our product candidates:

						Development
Program				Product Candidate/Indication		Phase				Status
	SERM			Acapodene - Reduction in the incidence of prostate cancer in men with high grade PIN		Phase IIb clinical trial				Enrollment complete; last patient scheduled to complete trial in May 2004; final results expected in the third quarter of 2004
				- Side effects of androgen deprivation therapy		Pivotal Phase  III clinical trial planned				Pivotal Phase III clinical trial expected to commence in November 2003
	SARM			Andarine - Cachexia from various types of cancer		Three Phase I clinical trials completed				Phase II clinical trials for treatment of cachexia from non- small cell lung cancer scheduled to begin in the first half of 2004
				Prostarine - BPH			Preclinical			Preclinical studies to support IND in progress
				Ostarine - Male osteoporosis and andropause			Preclinical			Preclinical studies to support IND in progress
	Anticancer			Andromustine - Prostate cancer that is not responsive to androgen deprivation therapy			Preclinical			Preclinical studies to support IND in progress

Acapodene

       Our most advanced product candidate, Acapodene, is a SERM. Acapodene is taken orally and is being developed for a once-a-day dosing schedule. We have licensed from Orion the right to develop, market and distribute toremifene, the active pharmaceutical ingredient in Acapodene, worldwide in the field of the prevention and treatment of prostate cancer and the prevention and treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy for prostate cancer. Toremifene is an FDA-approved SERM product for the treatment of

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       The two indications for which we are developing Acapodene target different patient populations: (1) patients who have been diagnosed with high grade PIN, but do not yet have prostate cancer; and (2) patients who have been diagnosed with advanced, recurrent or metastatic prostate cancer and are being treated with androgen deprivation therapy.

Acapodene for the Reduction in the Incidence of Prostate Cancer in Men with High Grade PIN

       Scientific Overview. Patients who have an abnormal result from a serum PSA test, a prostate cancer blood test that is commonly administered to men as part of physical examinations, or an abnormal digital rectal examination undergo a prostate biopsy to determine whether they have prostate cancer. High grade PIN, rather than prostate cancer, is detected in approximately 10% of the patients who undergo prostate biopsies. Over the last 17 years, scientific evidence has established that men who have high grade PIN are at high risk of developing prostate cancer. Scientific studies have shown that prostate cancer is found in approximately 30% to 71% of high grade PIN patients within one year of a high grade PIN diagnosis and in 45% to 80% of high grade PIN patients within five years of a high grade PIN diagnosis. Because of this correlation between high grade PIN and prostate cancer, we believe that treating high grade PIN may reduce the incidence of prostate cancer.

       Estrogens play an important role in the initiation of prostate cancer. One way estrogens may influence the initiation of prostate cancer is by stimulating high grade PIN and causing it to progress into prostate cancer. Estrogen receptors are found in the prostate and in high grade PIN lesions. In animal models of prostate cancer, blocking estrogens’ action has been shown to regress high grade PIN and reduce the incidence of prostate cancer. Because Acapodene is designed to directly block estrogen receptors, we believe that it has the potential to reduce the incidence of prostate cancer in men with high grade PIN.

       Potential Market. Prostate cancer is one of the most commonly diagnosed cancers in men and the second leading cause of cancer-related deaths in the United States. There are 400,000 new cases of prostate cancer diagnosed and 239,000 prostate cancer deaths annually worldwide. In the United States, there are over 115,000 new cases of high grade PIN diagnosed each year, and an estimated 9.4 million men unknowingly harbor high grade PIN.

       Because there is currently no therapy for the treatment of high grade PIN, patients who are diagnosed with high grade PIN are subjected to repeat biopsies immediately after diagnosis and then every three to six months in order to detect the progression of high grade PIN into prostate cancer. Prostate biopsies are performed through an ultrasound probe placed in the rectum. Hollow needles are then inserted into the prostate to obtain a core of tissue. Complications from this procedure include bleeding, pain, prostate infection and life-threatening blood infection. Because the prostate biopsy technique randomly samples the prostate gland with a relatively thin needle, both prostate cancer and high grade PIN may be missed by the biopsy. Patients with high grade PIN are exposed to the potential complications and the discomfort of invasive, repeat prostate biopsies and suffer the mental anguish of fearing that a diagnosis of prostate cancer may be imminent.

       Clinical Trials. In 2000, we completed a Phase IIa clinical trial of Acapodene in 21 patients with high grade PIN. The trial was conducted at the University of Tennessee. The primary endpoint of the trial was the presence of high grade PIN. Each participant in the trial received a daily oral dose of Acapodene for four months. The trial was open label and not placebo-controlled, and we did

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       Based on the results from our Phase IIa clinical trial, in 2001, we began a placebo-controlled, randomized Phase IIb clinical trial in men with recently diagnosed high grade PIN to determine the efficacy and safety of a daily dose of Acapodene at three dose levels for 12 months. The primary endpoint of the trial is the incidence of prostate cancer, and the secondary endpoint of the trial is the presence of high grade PIN. Study patients undergo a series of eight core prostate biopsies at six months and again at 12 months. In order to minimize the inclusion of patients who have, at the time of their enrollment in the trial, prostate cancer that was missed in their initial biopsy, patients in whom prostate cancer is detected six months after enrollment are removed from the trial. Therefore, the prostate cancer incidence will be determined based only on patients who receive Acapodene or the placebo for the entire 12 months. The trial is being conducted at 64 clinical sites across the United States and is fully enrolled with approximately 515 patients.

       A planned interim analysis of the first 120 patients in this clinical trial who underwent prostate biopsies at six and again at 12 months was conducted in April 2003. Results of the interim analysis showed that patients who received Acapodene had a 10% to 17% incidence of prostate cancer 12 months after being diagnosed with high grade PIN, depending on the dose of Acapodene, compared to a 23% incidence in the placebo group. This represents an approximately 26% to 57% reduction in prostate cancer incidence in those patients who received Acapodene compared to the placebo group.

       To date, three serious adverse events have been reported in the 515 patients participating in this Phase IIb clinical trial. Because the safety results are blinded, we do not know whether these events were experienced by participants receiving Acapodene or the placebo. However, we have not observed any trend relating these three serious adverse events to Acapodene.

       The last patient is scheduled to complete this Phase IIb clinical trial in May 2004, with final results expected in the third quarter of 2004. We believe that our Phase IIb clinical trial for the reduction in the incidence of prostate cancer in men with high grade PIN will support a single pivotal Phase III clinical trial of Acapodene for this indication. We are evaluating the protocol and timing of this pivotal Phase III trial.

Acapodene for the Treatment of Side Effects of Androgen Deprivation Therapy

       Scientific Overview. The standard medical treatment for patients who have advanced, recurrent or metastatic prostate cancer is androgen deprivation, which is accomplished either surgically by removal of the testes, or chemically by treatment with luteinizing hormone releasing hormone agonists, known as LHRH agonists. LHRH agonists work by shutting off luteinizing hormone secretion by the pituitary gland, which stops testosterone production by the testes. Examples of commercially marketed LHRH agonists are Lupron and Zoladex.

       Side effects associated with LHRH agonists include bone loss leading to osteoporosis and skeletal fractures, muscle weakness, hot flashes, gynecomastia, depression, loss of libido and erectile dysfunction. In particular, of the patients treated with LHRH agonists, approximately 60% experience osteoporosis, 22% develop bone fractures, 55% to 80% experience hot flashes and 25% experience gynecomastia. Bone loss leading to osteoporosis and skeletal fractures is a significant clinical problem because prostate cancer patients who develop skeletal fractures have shorter survival rates compared to patients who do not develop skeletal fractures, with the median survival time shortened by 39 months. Hot flashes occur because of the lack of testosterone in the brain. Hot

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       Based on the results of our Phase II clinical trials and our preclinical testing of Acapodene, as well as known information about toremifene, we believe that Acapodene has estrogenic activity both in bone, which may prevent osteoporosis, and in the brain, which may reduce hot flashes. In addition, based on the same data and information, we believe that Acapodene can block estrogen’s action in the male breast, which may prevent and treat gynecomastia. As a consequence, we believe that Acapodene has the potential to treat three serious side effects of LHRH agonists: osteoporosis, hot flashes and gynecomastia.

       Potential Market. In the United States, more than 675,000 men are currently being treated with androgen deprivation therapy for advanced, recurrent or metastatic prostate cancer, with over 120,000 new patients started on this therapy each year. An increasing number of prostate cancer patients are being treated by androgen deprivation with LHRH agonists earlier than in the past because of two main factors. First, medical studies have shown that early androgen deprivation therapy prolongs the survival of prostate cancer patients. Second, the serum PSA test is detecting disease earlier than in the past. However, the effect of this trend is that the side effects of androgen deprivation therapy now contribute significantly to the morbidity, and in some cases the mortality, of men with prostate cancer. Physicians are prescribing some drugs on an off-label basis to help ameliorate some of the individual side effects of androgen deprivation therapy. These drugs include bisphosphonates for osteoporosis, Megace and antidepressants for hot flashes and tamoxifen for gynecomastia. Radiation is also used to treat gynecomastia. However, no single therapy is available to treat multiple side effects of androgen deprivation therapy.

       Clinical Trials. We have completed two Phase II clinical trials of Acapodene for the treatment of osteoporosis and hot flashes in patients with advanced, recurrent or metastatic prostate cancer. The first Phase II trial was conducted at five clinical sites across the United States and treated 43 patients with advanced, recurrent or metastatic prostate cancer shortly after initiation of treatment with LHRH agonists. The second of these trials was conducted at three clinical sites across the United States and treated 46 patients with advanced, recurrent or metastatic prostate cancer who had been receiving LHRH agonists for more than 12 months. In each trial, participants were randomized to either a daily oral dose of Acapodene or a placebo for six months. The primary endpoint of both trials was bone mineral density. The secondary endpoint of both trials was the incidence of hot flashes. We measured bone mineral density and hot flash symptoms at entry into each of the clinical trials and at six months. We did not evaluate the effects of Acapodene on gynecomastia in either of these trials. There were no serious adverse events attributable to Acapodene in either of our Phase II clinical trials.

       In our first Phase II clinical trial, which evaluated 43 patients shortly after initiation of treatment with LHRH agonists, patients who received Acapodene at the highest tested dose on average experienced an approximately 2% decrease in lumbar vertebral spine bone mineral density at six months, while the patients who received the placebo on average experienced an approximately 4% decrease in lumbar vertebral spine bone mineral density at six months. At the lower tested doses, Acapodene, as compared to the placebo, did not have a meaningfully different effect on lumbar vertebral spine bone mineral density. There was no significant difference between Acapodene and the placebo in the incidence of hot flashes at any tested dose.

       In our second Phase II clinical trial, which evaluated 46 patients who had been receiving LHRH agonists for more than 12 months, patients who received Acapodene at the highest tested dose on average experienced a 3.5% increase in lumbar vertebral spine bone mineral density, while the patients who received the placebo on average experienced a 0.5% decrease in lumbar vertebral spine bone mineral density. Only 12.5% of the patients in this trial who received Acapodene at the highest tested dose, compared to 50% of the patients who received the placebo, reported experiencing an increase in the frequency of hot flashes during the clinical trial. The magnitude of

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       We expect to commence in November 2003 a pivotal Phase III clinical trial of Acapodene in patients undergoing androgen deprivation therapy for advanced, recurrent or metastatic prostate cancer. We are designing this pivotal Phase III clinical trial principally based on the results of our Phase II clinical trial that evaluated patients who had been receiving LHRH agonists for more than 12 months. The primary endpoint of the trial will be the incidence of skeletal fractures. The secondary endpoints of the trial will include the measurement of bone loss and the incidence of hot flashes and gynecomastia. We expect that over 60 clinical sites across the United States will participate in this study. Approximately 1,200 patients with advanced, recurrent or metastatic prostate cancer who have been receiving androgen deprivation therapy for at least 24 months and who have significant existing bone loss, or osteopenia, will be randomized to receive either a placebo or a daily dose of Acapodene for 24 months.

Andarine

       Our second product candidate, Andarine, a SARM, is the most advanced of our internally discovered portfolio of compounds designed to target hormone receptors. Andarine is taken orally and is being developed for a once-a-day dosing schedule. We believe that Andarine has the potential to treat andropause and related diseases, including male osteoporosis and muscle wasting. Our strategy is to develop Andarine initially for the treatment of a cachexia from various types of cancer. We selected this indication because it represents a potentially large market and, we believe, has a relatively well-defined clinical and regulatory process. Depending on the results of our initial development efforts, we may also develop Andarine for other andropause-related conditions. For cachexia from various types of cancer, we are developing Andarine for the treatment of both men and women.

Andarine for the Treatment of Cancer Cachexia

       Scientific Overview. Cachexia is defined as the loss of over 5% of a patient’s original body weight. Most of the weight loss attributable to cachexia comes from the loss of lean body weight, resulting from muscle wasting. Cancer causes the body to go into a starvation-like state that causes cachexia. Cancer cachexia is diagnosed in approximately one-third of newly-diagnosed cancer patients and accounts for approximately 20% of cancer deaths. Weight loss is one of the most important indicators of how long a cancer patient will live since the survival of a patient with cancer is greatly impacted by the degree and rate of muscle wasting. A cancer patient’s response to cancer chemotherapy is diminished by weight loss. Cachexia results in weakness, fatigue and immobility. A greater lean body weight may increase activity levels, quality of life, response to chemotherapy and, ultimately, survival time.

       Testosterone increases lean body weight in both men and women. One of the causes of cancer cachexia may be reduced levels of testosterone. Testosterone therapy, however, is not used for the treatment of cancer cachexia for two reasons. First, the delivery methods for testosterone are inconvenient for patients and in some cases result in inconsistent levels of testosterone in the blood. Testosterone cannot be given orally, but rather is given only by intramuscular injections, patches or gels. Second, testosterone has a number of undesirable side effects, such as the potential stimulation of latent prostate cancer, aggravation of existing BPH and gynecomastia in men and masculinizing effects in women such as acne and facial hair.

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       We believe that Andarine is similar to testosterone in activating androgen receptors in muscle, thereby promoting lean body weight, but that it does not stimulate sebaceous glands, the cause of hair growth and acne, or the prostate, which exacerbates BPH. In addition, Andarine is taken orally, which makes it convenient to administer.

       Potential Market. There are approximately 1.3 million patients diagnosed with cancer each year in the United States. Cancer cachexia afflicts approximately one-third of newly-diagnosed cancer patients. Over 30 clinical trials of supplemental nutritional support alone have reported little or no benefit in counteracting cachexia in cancer patients receiving chemotherapy or radiation. There are no drugs that have been approved by the FDA for the treatment of cancer cachexia. Although there are two commercially available drugs, both steroids, that are being prescribed off-label for the treatment of some types of cancer cachexia, chronic use of these drugs may result in bleeding liver cysts and liver cell tumors.

       Clinical Trials. We have completed three Phase I clinical trials of Andarine in a total of 86 healthy male and female volunteers. We tested Andarine for safety and tolerance in single and multiple doses. Results from our Phase I trials support once-a-day oral dosing, and no serious adverse events were observed at any single or multiple dose tested. We observed preliminary indications in the multiple-dose Phase I clinical trial in men that Andarine promoted growth activity, as measured by levels of a growth factor in the blood known as IGF-1, without affecting the sebaceous glands. We believe that these observations support the potential ability of Andarine to selectively modulate androgen receptors in a tissue-specific manner.

       We plan to commence a placebo-controlled dose-finding Phase II clinical trial of Andarine in the first half of 2004 for the treatment of cachexia from non-small cell lung cancer. Cancer cachexia occurs frequently with lung cancer, and the ensuing loss of lean body weight cannot be attributed solely to reduced dietary intake. There are a large number of patients, both male and female, with advanced lung cancer and cancer cachexia, and lung cancer is representative of several other types of cancer. As a result, we selected this patient population to determine the safety and efficacy of Andarine in the treatment of cachexia from non-small cell lung cancer. In our planned Phase II clinical trial, we anticipate that approximately 150 patients who have non-small cell lung cancer and cancer cachexia will be randomized to receive either a daily oral dose of Andarine or a placebo for 12 weeks. The primary endpoint of the trial will be muscle performance, and the secondary endpoints will be lean body weight and other body composition measurements.

Prostarine and Ostarine

       We are also developing other SARM product candidates, including:

	•	Prostarine for the treatment of BPH; and
	•	Ostarine for the treatment of osteoporosis and andropause.

       In animal models, Prostarine shrinks the prostate gland, and Ostarine prevents bone loss and builds bone and muscle. We are conducting preclinical and toxicology studies to support the commencement of clinical trials.

Andromustine

       Patients who have advanced, recurrent or metastatic prostate cancer are initially treated with androgen deprivation therapy. Since prostate cancer is dependent on androgens, including testosterone, to grow, the reduction in testosterone forces prostate cancer into remission. Unfortunately, with time, prostate cancer circumvents the need for testosterone and comes out of remission. Once prostate cancer no longer responds to androgen deprivation, it is referred to as hormone refractory.

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       Building on the technology of our SARM discovery program, we have designed and are developing a small molecule, Andromustine, that is designed to specifically target androgen receptors and kill cancer cells. The Andromustine molecule has two components: (1) the SARM part of the molecule, which is designed to bind to the androgen receptor located on prostate cancer cells; and (2) the chemotherapeutic part of the molecule, which is designed to damage the DNA of prostate cancer cells. In cell culture, Andromustine selectively kills human metastatic prostate cancer cells. Because advanced prostate cancers, including hormone refractory prostate cancer, have more androgen receptors than the normal prostate, Andromustine is designed to bind to and selectively kill advanced prostate cancer cells.

       There are over 675,000 men in the United States being treated with LHRH agonists and other hormonal therapies for prostate cancer. Hormone refractory prostate cancer will eventually occur in a majority of these patients. There is currently no effective chemotherapy for hormone refractory prostate cancer. Once a patient develops hormone refractory prostate cancer, his prognosis is poor.

       We are in the process of conducting preclinical and animal toxicology studies to support the commencement of clinical trials of Andromustine.

Drug Discovery

       Steroid hormone therapies, which include estrogen and testosterone therapies, have been used to treat humans for many years. Steroid hormones cannot, by their nature, have selective effects in various tissues. As a result, they have unintended side effects, which limit their clinical value.

       SERM drugs, such as tamoxifen and raloxifene, have achieved commercial success in treating women as nonsteroidal small molecules that modulate hormone receptors in a tissue selective way and minimize some of the side effects of natural hormones. We believe that the success of SERMs indicates that it is possible to design and develop classes of nonsteroidal small molecule drugs to modulate hormone receptors in addition to estrogen receptors.

       We believe that our drug discovery expertise positions us well to sustain our clinical pipeline through the design and development of nonsteroidal small molecule drugs that modulate hormone receptors. Our 19 in-house medicinal chemists and scientists provide us with significant discovery and development expertise. Using our capabilities in hormone receptor biology and medicinal chemistry, we are able to target many hormone receptors and generate compounds that are designed to address the shortcomings of natural hormone therapies. We augment our internal drug discovery capabilities through agreements with two universities that provide for our close collaboration with an additional 15 scientists, whose research is largely dedicated to our drug discovery program.

       We design and synthesize new compounds based on computer, or in silico, models of a hormone receptor’s binding sites. We continually modify and improve these in silico models to reflect our study of the activity of new compounds in the laboratory, in which we determine the link between chemical structures and biological activity, or structure-activity relationships.

       We also have significant medicinal scale-up capabilities, which facilitate our rapid synthesis and evaluation of new compounds. Throughout our discovery process, we build diversity into our chemistry structures in order to improve our likelihood of success in developing novel compounds that have the potential to treat multiple indications. Through this approach, we have generated a clinical product candidate for the androgen receptor, Andarine, as well as additional preclinical compounds of the SARM class and other structurally diverse classes.

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Our Strategy

       Our objective is to develop and commercialize small molecule drugs to target serious men’s health conditions. Key elements of our strategy to achieve this objective are to:

Maximize Commercial Potential of Acapodene

       Obtain Regulatory Approval of Acapodene. We are focused on completing clinical trials, obtaining regulatory approval and preparing for the potential commercial launch of Acapodene.

       Retain Commercial Rights to Acapodene and Establish Sales and Marketing Infrastructure. We intend to retain all commercial rights to Acapodene in the United States. We believe that we can effectively market Acapodene to the target physician audience of urologists and medical oncologists, principally urological oncologists, in the United States through a small, specialty sales force that we plan to build. We plan to collaborate with pharmaceutical companies to commercialize, market and sell Acapodene in Europe and Asia.

       Extend Life Cycle of Acapodene. We intend to reformulate Acapodene with the goals of seeking longer intellectual property protection in the European and Asian markets and extending its life cycle in the United States.

       Develop Noninvasive Diagnostic Test for High Grade PIN. We plan to collaborate with a large diagnostics company to develop a noninvasive, accurate blood test to detect high grade PIN. We believe that men would be more willing to be tested for high grade PIN if the diagnostic test were less invasive than a prostate biopsy. Given the large number of patients with undiagnosed high grade PIN, we believe that the development of a noninvasive test will increase the detection of high grade PIN and thereby expand the already large potential market for Acapodene.

Maximize Commercial Potential of Andarine

       Pursue Clinical Development of Andarine. We intend to continue to aggressively pursue the clinical development of Andarine for the treatment of cachexia from various types of cancer. In addition, we may develop Andarine for the treatment of other causes of cachexia, including ESRD, which represents a large potential market with unmet medical needs. Andarine could also potentially be developed and commercialized for other men’s health indications.

       Strategically Seek Collaborators. Because it would require a large sales force to address the cancer cachexia market and because of the risks and costs of developing Andarine for cachexia from various types of cancer, we plan to seek one or more collaborators for the development and commercialization of Andarine for cancer cachexia resulting from all types of cancer other than urological cancers. We also plan to seek a collaborator for potential Andarine indications requiring a large sales force. For Andarine indications for which the target physician market is likely to overlap with that of Acapodene, including cancer cachexia resulting from urological cancers and indications related to andropause, our plan is to market and sell Andarine ourselves or to co-promote it with a collaborator in the United States, and, in the rest of the world, to seek a collaborator.

Build upon Our SARM and other Drug Discovery Capabilities to Sustain Our Small Molecule Product Candidate Pipeline

       We intend to develop additional SARMs and other small molecule products to treat diseases that affect large numbers of patients and that are underserved by available alternatives. While our drug discovery efforts to date have focused on SERM and SARM technologies, we believe that we have the capability to discover additional drug candidates that target other hormone receptors. We plan to further strengthen our drug discovery, medicinal chemistry and preclinical pharmacology groups to sustain our pipeline of nonsteroidal small molecules designed to modulate a range of hormone receptors.

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Licenses and Collaborative Relationships

       We have established and intend to continue to pursue licenses from and collaborative relationships with pharmaceutical companies and academic institutions.

Orion Corporation

       Under a license and supply agreement with Orion, we have a license from Orion to develop, use, market and distribute toremifene, the active pharmaceutical ingredient of Acapodene, under Orion’s patents covering the composition of matter of toremifene. This license is limited to the fields of the prevention and treatment of prostate cancer and the prevention and treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy in the treatment of prostate cancer. We have a right of first negotiation on a country-by-country basis to negotiate further agreements with Orion for the development, sale and distribution of specified products containing toremifene that are therapeutic equivalents of Acapodene for other indications excluding breast cancer.

       Under the terms of the agreement, we paid Orion an initial license fee and have agreed to pay Orion a royalty based on net sales of Acapodene and a share of any consideration we receive for sublicensing our rights under the agreement. We also are required to pay Orion up to $1.0 million if we are acquired before we receive marketing approval for the use of Acapodene in the licensed field.

       The agreement requires us to achieve specified minimum sales requirements of Acapodene in the United States or pay Orion royalties on the shortfall amount. Orion may require us to modify our final Acapodene development plans for specified major markets if such plans could adversely affect Fareston or toremifene outside of the licensed field. We have granted Orion a right of first negotiation for Scandinavian marketing rights to Acapodene and to European rights if we do not have a sublicensee in the United States to whom we have granted European marketing rights. We have also agreed to negotiate with Orion for a limited period of time the terms of an agreement granting Orion the exclusive right to distribute Acapodene in Japan, South Korea, China and Taiwan for use in the licensed field. We and our affiliates are prohibited from selling a product that competes with toremifene in the licensed field in major countries located outside the European Union during the term of the agreement and in major countries in the European Union through October 2006.

       The term of our license from Orion continues on a country-by-country basis until the date of expiration or invalidation of the last to expire or be invalidated of our licensed patent rights. Each party has the right to terminate the license under specified circumstances, including in the event of a material breach by the other party that is not cured, bankruptcy of the other party or if the other party is acquired by a direct competitor with respect to toremifene. We also have the right to terminate the agreement in any country if we decide to discontinue the applications or withdraw the applications for regulatory approval of Acapodene due to adverse reactions or safety issues.

       The license includes a right for us to use toremifene for research required to obtain regulatory approval. The results of such research are jointly owned by us and Orion, and may be exploited by Orion outside our licensed field.

University of Tennessee Research Foundation

       We have exclusive, worldwide licenses from the University of Tennessee Research Foundation under its method of use patents relating to toremifene for the reduction in the incidence of prostate cancer in men with high grade PIN and its composition of matter and method of use patents and patent applications relating to Andarine to market, distribute and sell licensed products. We also have exclusive, worldwide licenses from the University of Tennessee Research Foundation under its composition of matter and method of use patent applications relating to Prostarine and Ostarine to market, distribute and sell licensed products.

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       Under the terms of these license agreements, we have agreed to pay the University of Tennessee Research Foundation a royalty based on net sales of licensed products and sublicense income. We are also obligated to pay the University of Tennessee Research Foundation an annual license maintenance fee under each license agreement. The term of each of the license agreements is the longer of 20 years or the term of any licensed patent having a valid claim covering the licensed technology. After the term of each license agreement expires, we will have a perpetual, royalty-free license to the technology licensed under that agreement. The University of Tennessee Research Foundation has the right to terminate each of the agreements under specified circumstances, including in the event that we breach the agreement and do not cure the breach or in the case of our bankruptcy. We are obligated to use commercially reasonable efforts to develop and commercialize products based on the licensed patents and patent applications.

       Pursuant to the license agreements, we assign to the University of Tennessee Research Foundation specified patentable inventions arising out of or related to the licensed patents. Upon our request, the University of Tennessee Research Foundation will amend the license agreements to confirm our exclusive licenses to such inventions assigned by us to the University of Tennessee Research Foundation.

National Cancer Institute

       We are providing the National Cancer Institute with Acapodene for their use in an independent Phase II clinical trial of Acapodene at the University of Pittsburgh. The objective of the trial is to assess the biological effects of Acapodene on the prostate gland. In this trial, 80 patients who have been diagnosed with prostate cancer will be given a single oral daily dose of Acapodene for 12 weeks prior to surgical removal of their cancerous prostate.

Manufacturing

       We do not currently own or operate manufacturing facilities for the production of clinical or commercial quantities of Acapodene or Andarine. We currently rely and expect to continue to rely on third parties for the manufacture of Acapodene, Andarine and any other product candidates or products that we may develop.

       We purchase Acapodene from Orion under a license and supply agreement providing for clinical and commercial supply of Acapodene. Orion has agreed to supply us with, and we have agreed to purchase from Orion, our worldwide requirements of Acapodene in finished tablet form at specified transfer prices. Orion’s manufacturing facility also produces commercial quantities of toremifene tablets for Fareston and complies with cGMP regulations. The methods used to manufacture Acapodene are similar to those used to produce the 60 mg toremifene tablet that has been approved by the FDA for the treatment of advanced breast cancer and is marketed in the United States as Fareston. The raw materials necessary to manufacture toremifene are readily available, but Orion is our only supplier of toremifene tablets.

       Orion may terminate its obligation to supply us with toremifene if:

	•	marketing approval for Acapodene for use in the licensed field is not granted in the United States by December 31, 2007 or upon the expiration or invalidation of the last valid claim of the licensed Orion patent rights in the United States; or
	•	subject to a prior notice requirement, if Orion permanently ceases the manufacture of toremifene.

       Our license and supply agreement with Orion does not provide us with the current right to manufacture toremifene. However, there are a number of circumstances in which Orion is required to grant manufacturing rights to us, including following termination of its supply obligation as set forth above, failure by Orion to supply product for 90 days or to supply product in dosages or formulations

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       We have entered into an agreement with ChemSyn Laboratories, a department of EaglePicher Technologies, LLC, under which ChemSyn has agreed to manufacture Andarine for us in a quantity that we believe is sufficient to supply clinical trials of Andarine for the treatment of cachexia from various types of cancer and initial commercialization of Andarine for this indication. We do not have a contract with ChemSyn for the supply of Andarine for full-scale commercialization. The active ingredient in Andarine is manufactured using a four-step synthetic process that uses commercially available starting materials and raw materials for each step. There are no complicated chemistries or unusual equipment required in the manufacturing process.

Competition

       The biotechnology and biopharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. We face competition from many different sources, including commercial pharmaceutical and biotechnology enterprises, academic institutions, government agencies and private and public research institutions.

       Many of our competitors have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, clinical trials, regulatory approvals and marketing approved products than we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Our commercial opportunity will be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have fewer side effects or are less expensive than Acapodene, Andarine or any other products that we may develop. These third parties compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies and technology licenses complementary to our programs or advantageous to our business.

Acapodene for the Reduction in the Incidence of Prostate Cancer in Men with High Grade PIN

       Currently, there are no products that would compete with Acapodene for the treatment of high grade PIN to reduce the incidence of prostate cancer.

Acapodene for the Treatment of Side Effects of Androgen Deprivation Therapy

       Currently, there are no products that have been approved by the FDA to treat multiple side effects of androgen deprivation therapy. We are aware of a number of marketed drugs that are prescribed off-label for the treatment of single side effects. For example, Evista, Eli Lilly’s trade name for raloxifene, Fosamax, a bisphosphonate marketed by Merck, and Actonel, a bisphosphonate marketed by Aventis and Proctor & Gamble, are each prescribed off-label for the treatment of osteoporosis. Effexor, marketed by Wyeth Pharmaceuticals, Catapres, marketed by Boehringer Ingelheim, and Megace, marketed by Bristol Myers Squibb, are prescribed off-label to treat hot flashes caused by androgen deprivation therapy. External beam radiation is used to treat male gynecomastia. There are significant side effects associated with the off-label use of these drugs and radiation treatment. Most patients would need to take several different drugs and potentially receive radiation treatments to treat multiple side effects of androgen deprivation therapy. In contrast, we

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Andarine for the Treatment of Cancer Cachexia

       There are no drugs that have been approved by the FDA for the treatment of cancer cachexia. Although there are two commercially available drugs, Nandrolone and Oxandrin, that are being prescribed off-label for the treatment of some types of cancer cachexia, chronic use of these drugs may result in bleeding liver cysts and liver cell tumors. Nandrolone is an oral steroid that is available from Steris Laboratories, a subsidiary of Watson Pharmaceuticals. Oxandrin, marketed by Savient Pharmaceuticals, is prescribed for the treatment of involuntary weight loss associated with severe trauma, chronic infection or intensive surgery, as well as off-label for cancer cachexia. Oxandrin is a tissue non-selective steroid that has the potential to stimulate latent prostate cancer and breast cancer and cause virilization in women. Both Nandrolone and Oxandrin, as steroid drugs, have the potential to cause severe liver toxicities. Andarine is not a steroid, and we believe that it will be tissue-selective.

       In addition, as to both Acapodene and Andarine, there may be product candidates of which we are not aware at an earlier stage of development. If any are successfully developed and approved, they could compete directly with our product candidates, if approved for commercial sale.

Sales and Marketing

       We do not currently have any sales and marketing capabilities. In order to commercialize any products that are approved for commercial sale, we must either develop a sales and marketing infrastructure or collaborate with third parties with sales and marketing experience. We plan to build a small, highly-focused, specialty sales and marketing infrastructure, which we expect to include 50 to 80 sales representatives, to market Acapodene to the relatively small and concentrated community of urologists and medical oncologists, principally urological oncologists, in the United States. We believe that the urology and medical oncology market in the United States is readily accessible by a limited sales and marketing presence due to the concentration of prescribing physicians. We plan to establish collaborations with pharmaceutical companies to commercialize Acapodene in Europe and Asia for prostate cancer-related conditions.

       Because it would require a large sales force to address the cancer cachexia market and because of the risks and costs of developing Andarine for cachexia from various types of cancer, we plan to seek one or more collaborators for the development and commercialization of Andarine for cancer cachexia resulting from all types of cancer other than urological cancers. We also plan to seek a collaborator for potential Andarine indications requiring a large sales force. For Andarine indications for which the target physician market is likely to overlap with that of Acapodene, including cancer cachexia resulting from urological cancers and indications related to andropause, our plan is to market and sell Andarine ourselves or to co-promote it with a collaborator in the United States, and, in the rest of the world, to seek a collaborator.

Intellectual Property

       We will be able to protect our technology from unauthorized use by third parties only to the extent it is covered by valid and enforceable patents or is effectively maintained as trade secrets. Accordingly, patents and other proprietary rights are an essential element of our business.

       For Acapodene, in the United States and internationally we have a license from Orion under its patent covering the composition of matter of toremifene, the active pharmaceutical ingredient in Acapodene. The patent will expire in the United States in 2009 in Europe in 2003 or 2008, depending on the country, and in Japan in 2005. Market exclusivity will continue to be available for toremifene in the European Union until 2006 based on marketing approval that has been granted to

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       We have licensed from the University of Tennessee Research Foundation method of use patents in the United States and pending patent applications internationally related to the use of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN. The method of use patents issued in the United States related to the use of Acapodene for this indication will expire in 2019.

       We have our own pending method of use patent applications in the United States and internationally related to the use of Acapodene for the treatment of osteoporosis, gynecomastia and hot flashes as side effects of androgen deprivation therapy.

       In all countries in which we hold or have licensed rights to patents or patent applications related to Acapodene, the composition of matter patents will expire before the method of use patents. Furthermore, with respect to the method of use of Acapodene for the treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy worldwide and the method of use of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN outside the United States, we have only pending patent applications. Method of use patents are more difficult to enforce than composition of matter patents because of the risk of off-label sale or use of the subject compounds.

       In the event that patents issue in respect of our pending method of use patent applications, after the expiration of the patent covering the composition of matter of toremifene in a particular country, competitors could market and sell generic versions of toremifene at doses and in formulations that are bioequivalent to Acapodene for uses other than the indications for Acapodene covered by these pending method of use patent applications, and physicians would be permitted to prescribe generic versions of toremifene for indications that are protected by our or our licensors’ method of use patents and pending patent applications. After the expiration of the patent covering the composition of matter of toremifene in a particular country, if patents do not issue in respect of our pending method of use patent applications related to the use of Acapodene for the treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy worldwide and the method of use of Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN outside the United States, competitors could market and sell generic versions of toremifene at doses and in formulations that are bioequivalent to Acapodene for these indications.

       Our license from Orion is limited to the use of toremifene for the prevention and treatment of prostate cancer and the prevention and treatment of osteoporosis, hot flashes and gynecomastia as side effects of androgen deprivation therapy in the treatment of prostate cancer. Orion has licensed Shire Pharmaceuticals Group in the United States and other parties elsewhere in the world to market, sell and distribute toremifene for the treatment of advanced breast cancer and could license other parties to market, sell and distribute toremifene for other indications in the United States and elsewhere. Shire’s product is marketed as Fareston and is currently available only in a 60 mg dose. While we believe that the doses of Acapodene for the indications for which we are developing Acapodene will be different from the dose currently approved by the FDA for Fareston, there may be off-label use of Fareston in place of Acapodene for the indications for which we intend to seek regulatory approval of Acapodene. Additionally, after the expiration of the patent covering the

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       For Andarine, in the United States we have a license from the University of Tennessee Research Foundation under its patents related to the composition of matter and formulations of, and methods of using, the active pharmaceutical ingredient in Andarine. In the United States, the patents covering the composition of matter and formulations of the active pharmaceutical ingredient in Andarine will expire in 2021. We also have a license from the University of Tennessee Research Foundation to its pending patent applications in the United States related to methods of synthesizing the active pharmaceutical ingredient in Andarine and methods for treating cancer cachexia with Andarine. We also have a license from the University of Tennessee Research Foundation to pending patent applications internationally covering the composition of matter of the active pharmaceutical ingredient of Andarine, pharmaceutical compositions of Andarine, formulations of the active pharmaceutical ingredient in Andarine, methods of synthesis of the active pharmaceutical ingredient in Andarine, methods for treating cancer cachexia with Andarine and some other methods of using Andarine. We also have our own pending patent applications in the United States and internationally related to methods of using Andarine.

       For Prostarine, we have a license from the University of Tennessee Research Foundation under its pending patent applications in the United States and internationally covering the composition of matter of the active pharmaceutical ingredient in Prostarine, pharmaceutical compositions and formulations of Prostarine and methods of synthesizing the active pharmaceutical ingredient in Prostarine. We also have our own pending patent applications in the United States and internationally related to methods for treating BPH using Prostarine.

       For Ostarine, we have a license from the University of Tennessee Research Foundation under its pending patent applications in the United States and internationally covering the composition of matter of the active pharmaceutical ingredient in Ostarine, pharmaceutical compositions and formulations of Ostarine and methods of synthesizing the active pharmaceutical ingredient in Ostarine. We also have our own pending patent applications in the United States and internationally related to methods for treating male osteoporosis and andropause using Ostarine.

       For Andromustine, we have pending patent applications of our own in the United States and internationally covering the composition of matter of the active pharmaceutical ingredient in Andromustine, pharmaceutical compositions of Andromustine, methods of synthesizing the active pharmaceutical ingredient in Andromustine and methods for treating prostate cancer that is not responsive to androgen deprivation therapy using Andromustine.

       We also rely on trade secrets, technical know-how and continuing innovation to develop and maintain our competitive position. We seek to protect our proprietary information by requiring our employees, consultants, contractors, outside scientific collaborators and other advisors to execute non-disclosure and assignment of invention agreements on commencement of their employment or engagement, through which we seek to protect our intellectual property. Agreements with our employees also prevent them from bringing the proprietary rights of third parties to us. We also require confidentiality or material transfer agreements from third parties that receive our confidential data or materials.

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Government Regulation

New Drug Development and Approval Process

       Numerous governmental authorities in the United States and other countries extensively regulate the testing, clinical development, manufacturing and marketing of pharmaceutical products and ongoing research and development activities. In the United States, the FDA rigorously reviews pharmaceutical products under the Federal Food, Drug, and Cosmetic Act and regulations. Non-compliance with applicable requirements can result in administrative and judicial sanctions, including warning letters, clinical holds, fines, recall or seizure of products, injunctions, total or partial suspension of production, refusal of the government to approve marketing applications or allow entry into supply contracts, refusal to permit import or export of products, civil penalties, criminal prosecution and other actions affecting a company and its products. The FDA also has the authority to revoke previously granted marketing authorizations.

       To secure FDA approval, an applicant must submit extensive preclinical and clinical data, as well as information about product manufacturing processes and facilities and other supporting information to the FDA for each indication to establish a product candidate’s safety and effectiveness. The development and approval process takes many years, requires the expenditure of substantial resources and may be subject to delays or limitations of approval or rejection of the application. Even if the FDA approves a product, the approval is subject to post-marketing surveillance, adverse drug experience and other recordkeeping and reporting obligations, and may involve ongoing requirements for post-marketing studies. The FDA also may place conditions on any approvals that could restrict the commercial applications, advertising, promotion or distribution of these products. Product approvals may be withdrawn if compliance with regulatory standards is not maintained or if problems occur following initial marketing.

Preclinical and Clinical Testing

       Preclinical studies involve laboratory evaluation of product characteristics and animal studies to assess the biological activity and safety of the product. In some cases, long-term preclinical studies are conducted while clinical studies are ongoing. The FDA, under its Good Laboratory Practices regulations, regulates preclinical studies. Violations of these regulations can, in some cases, lead to invalidation of the studies, requiring these studies to be replicated. When the preclinical testing is considered adequate by the sponsor to demonstrate the safety and scientific rationale for initial human studies, the results of the preclinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an Investigational New Drug application, or IND. The IND becomes effective, if not rejected by the FDA, within 30 days after FDA receives the IND. The FDA may, at any time during the 30-day period after filing of an IND or at any future time, impose a clinical hold on proposed or ongoing clinical trials, on various grounds, including that the study subjects are or would be exposed to an unreasonable and significant health risk. If the FDA imposes a clinical hold, clinical trials cannot commence or recommence without FDA authorization and then only under terms authorized by the FDA.

       Clinical trials involve the administration of the investigational product candidates to humans under the supervision of a qualified principal investigator. Clinical trials must be conducted in accordance with Good Clinical Practice, or GCP, under protocols submitted to the FDA as part of the IND. In addition, each clinical trial must be approved and conducted under the auspices of an Investigational Review Board, or IRB, and with patient informed consent. The IRB will consider, among other things, ethical factors and the safety of human subjects.

       Clinical trials are conducted in three sequential phases, but the phases may overlap. Phase I clinical trials usually involve between 20 and 80 healthy human subjects or more, depending on the disease. The goal of the Phase I clinical trial is to establish initial data about the safety and tolerance of the product candidates in humans. In Phase II clinical trials, controlled studies are

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Product Formulation and Manufacture

       Concurrent with clinical trials and preclinical studies, companies must develop information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product. In addition, manufacturers, including contract manufacturers, are required to comply with the applicable FDA cGMP regulations. The cGMP regulations include requirements relating to quality control and quality assurance, as well as the corresponding maintenance of records and documentation. The manufacturing process must be capable of consistently producing quality batches of the product and the manufacturer must develop methods for testing the quality, purity and potency of the final drugs. Additionally, appropriate packaging must be selected and tested and chemistry stability studies must be conducted to demonstrate that the product does not undergo unacceptable deterioration over its shelf-life.

       Compliance with cGMP regulations also is a condition of new drug application approval. The FDA must approve manufacturing facilities before they can be used in the commercial manufacture of drug products. In addition, manufacturing establishments are subject to preapproval inspections and unannounced periodic inspections.

New Drug Application Process

       After the completion of the clinical trial phases of development, if the sponsor concludes that there is substantial evidence that the drug candidate is safe and effective for its intended use, the sponsor may submit a new drug application, or NDA, to the FDA. The application must contain all of the information on the drug candidate gathered to that date, including data from the clinical trials, and be accompanied by a user fee.

       The FDA determines whether an NDA as submitted is acceptable for filing. The FDA may refuse to file an application, in which case the FDA retains one-half of the user fee. If the submission is accepted for filing, the FDA begins an in-depth review of the application. As part of this review, the FDA may refer the application to an appropriate advisory committee, typically a panel of clinicians, for review, evaluation and a recommendation. The FDA is not bound by the recommendation of an advisory committee. Under the Prescription Drug User Fee Act, or PDUFA, submission of an NDA with clinical data requires payment of a fee, with some exceptions. In return, FDA assigns a goal of six or 12 months from filing of the application to return of a first “complete response,” in which the FDA may approve the product or request additional information. There can be no assurance that an application will be approved within the performance goal timeframe established under PDUFA.

       If the FDA evaluations of the NDA and the manufacturing facilities are favorable, the FDA may issue an approval letter authorizing commercial marketing of the drug candidate for specified indications. The FDA could also issue an approvable letter, which usually contains a number of conditions that must be met in order to secure final approval of the new drug application. When and if those conditions have been met to the FDA’s satisfaction, the FDA will issue an approval letter. On the other hand, if the FDA’s evaluation of the NDA submission or manufacturing facilities is not favorable, the FDA may refuse to approve the NDA or issue a non-approvable letter.

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Marketing Approval and Post-marketing Obligations

       If the FDA approves an application, the drug becomes available for physicians to prescribe. Periodic reports must be submitted to the FDA, including descriptions of any adverse reactions reported. The FDA may require post-marketing studies, also known as Phase IV studies, as a condition of approval. In addition to studies required by the FDA after approval, trials and studies are often conducted to explore new indications. The purpose of these trials and studies and related publications is to develop data to support additional indications for the drug, which must be approved by the FDA, and to increase its acceptance in the medical community. In addition, some post-marketing studies are done at the request of the FDA to develop additional information regarding the safety of a product.

       Any products manufactured or distributed pursuant to FDA approvals are subject to continuing regulation by the FDA, including recordkeeping requirements, reporting of adverse experiences with the drug, drug sampling and distribution requirements, notifying the FDA and gaining its approval of certain manufacturing or labeling changes, complying with certain electronic records and signature requirements, and complying with FDA promotion and advertising requirements. Drug manufacturers and their subcontractors are required to register their establishments and are subject to periodic unannounced inspections for compliance with good manufacturing practice requirements. Also, newly discovered or developed safety or effectiveness data may require changes to a product’s approved labeling, including the addition of new warnings and contraindications, or even in some instances revocation or withdrawal of the approval.

Drug Price Competition and Patent Term Restoration Act of 1984

       Under the Drug Price Competition and Patent Term Restoration Act of 1984, known as the Hatch-Waxman Act, a portion of a product’s patent term that was lost during clinical development and application review by the FDA may be restored. The Hatch-Waxman Act also provides for a statutory protection, known as exclusivity, against the FDA’s acceptance or approval of certain competitor applications. The Hatch-Waxman Act also provides the legal basis for the approval of abbreviated new drug applications, or ANDAs.

       Patent term restoration can compensate for time lost during product development and the regulatory review process by returning up to five years of patent life for a patent that covers a new product or its use. This period is generally one-half the time between the effective date of an IND and the submission date of an NDA, plus the time between the submission date of an NDA and the approval of that application. Patent term restorations, however, are subject to a maximum extension of five years, and the patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years. The application for patent term extension is subject to approval by the United States Patent and Trademark Office in conjunction with the FDA. It takes at least six months to obtain approval of the application for patent term extension.

       The Hatch-Waxman Act also provides for a period of statutory protection for new drugs that receive NDA approval from the FDA. If a new drug receives NDA approval as a new chemical entity, meaning that the FDA has not previously approved any other new drug containing the same active entity, then the Hatch-Waxman Act prohibits an ANDA or a 505(b)(2) NDA, an NDA where the applicant does not own or have a legal right of reference to all of the data required for approval, to be submitted by another company for a generic version of such drug, with some exceptions, for a period of five years from the date of approval of the NDA. The statutory protection provided pursuant to the Hatch-Waxman Act will not prevent the filing or approval of an NDA, as opposed to an ANDA or 505(b)(2) NDA, for any drug, including, for example, a drug with the same active ingredient, dosage form, route of administration, strength and conditions of use. In order to obtain an NDA, however, a competitor would be required to conduct its own clinical trials. If NDA approval is received for a new drug containing an active ingredient that was previously approved by the FDA but the NDA is for a drug that includes an innovation over the previously approved drug, for example, an

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       While the Hatch-Waxman Act provides certain patent restoration and exclusivity protections to innovator drug manufacturers, it also permits the FDA to approve ANDAs for generic versions of their drugs. The ANDA process permits competitor companies to obtain marketing approval for a drug with the same active ingredient for the same uses but does not require the conduct and submission of clinical studies demonstrating safety and effectiveness for that product. Instead of safety and effectiveness data, an ANDA applicant needs only to submit data demonstrating that its product is bioequivalent to the innovator product as well as relevant chemistry, manufacturing and product data.

       Finally, the Hatch-Waxman Act requires, in some circumstances, an ANDA or 505(b)(2) NDA applicant to notify the patent owner and the holder of the approved NDA of the factual and legal basis of the applicant’s opinion that the patent is not valid or will not be infringed. Upon receipt of this notice, the patent owner and the NDA holder have 45 days to bring a patent infringement suit in federal district court and obtain a 30 month stay against the company seeking to reference the NDA the NDA holder could still file a patent suit after the 45 days, but if they did, they would not have the benefit of the 30 month stay. The discovery, trial and appeals process in such suits can take several years. If such a suit is commenced, the Hatch-Waxman Act provides a 30-month stay on the approval of the competitor’s ANDA or 505(b)(2) NDA. If the litigation is resolved in favor of the competitor or the challenged patent expires during the 30-month period, unless otherwise extended by court order, the stay is lifted and the FDA may approve the application. Under regulations recently issued by the FDA, the patent owner and the NDA holder have the opportunity to trigger only a single 30-month stay per ANDA or 505(b)(2) NDA. Once the ANDA or 505(b)(2) NDA applicant has notified the patent owner and the NDA holder of the infringement, the applicant cannot be subjected to another 30-month stay, even if the applicant becomes aware of additional patents that may be infringed by its product.

Pharmaceutical Pricing and Reimbursement

       In both domestic and foreign markets, sales of any products for which we receive regulatory approval for commercial sale will depend in part on the availability of reimbursement from third-party payors. Third-party payors include government health administrative authorities, managed care providers, private health insurers and other organizations. These third-party payors are increasingly challenging the price and examining the cost-effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status of newly approved healthcare product candidates. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the cost-effectiveness of our products. Our product candidates may not be considered cost-effective. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development. The United States and state governments continue to propose and pass legislation designed to reduce the cost of healthcare. Adoption of new legislation could further limit reimbursement for pharmaceuticals.

       The marketability of any products for which we receive regulatory approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. In addition, an increasing emphasis on managed care in the United States has and will continue to increase the pressure on pharmaceutical pricing.

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Facilities

       We sublease approximately 18,500 square feet of laboratory and office space in Memphis, Tennessee, under an operating lease through September 2005. This lease is terminable by either party on 90 days’ notice. We believe that our existing facilities will be sufficient to meet our requirements through 2005.

Employees

       As of September 30, 2003, we had 43 employees, of whom 13 were Ph.D.s and 4 were M.D.s. None of our employees is subject to a collective bargaining agreement. We believe that we have good relations with our employees.

Legal Proceedings

       We are not currently involved in any material legal proceedings.

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MANAGEMENT

Directors, Executive Officers and Other Key Employees

       The following table sets forth information about our directors, executive officers and other key employees as of August 31, 2003.

Name		Age				Position(s)
Directors and Executive Officers
J.R. Hyde, III(1)(2)(3)			60			Chairman of the Board of Directors
Mitchell S. Steiner, M.D., F.A.C.S.			42			Chief Executive Officer and Vice-Chairman of the Board of Directors
Marc S. Hanover			40			President, Chief Operating Officer and Director
Henry P. Doggrell			55			General Counsel and Secretary
Mark E. Mosteller			40			Chief Financial Officer
Rosemary Mazanet, M.D., Ph.D.(1)(2)(3)			47			Director
John H. Pontius(1)(2)(3)			48			Director
Other Key Employees
K. Gary Barnette, Ph.D.			36			Director of Regulatory Affairs
Robert S. Boger, M.D.			56			Director of Clinical Development
Karen A. Veverka Ph.D.			35			Director of Preclinical Development
Michael A. Whitt, Ph.D.			44			Director of Molecular Biology

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(1)	Member of the Compensation Committee
(2)	Member of the Audit Committee
(3)	Member of the Nominating and Corporate Governance Committee

       J.R. Hyde, III has served as the Chairman of our Board of Directors since November 2000. Since 1989, Mr. Hyde has been the sole stockholder and President of Pittco Holdings, Inc., a private, institutional investment company. Since 1996, when Mr. Hyde made a substantial contribution to support Dr. Steiner’s research, Mr. Hyde has been instrumental in forming and financing GTx and is our largest stockholder. Mr. Hyde was the Chairman of the Board of Directors of AutoZone, Inc. from 1986 to 1997 and the Chief Executive Officer of AutoZone from 1986 to 1996. He was also Chairman and Chief Executive Officer of Malone & Hyde, AutoZone’s former parent company, from 1972 until 1988. Mr. Hyde is a director of AutoZone, Inc. and FedEx Corporation.

       Mitchell S. Steiner, M.D., F.A.C.S., a co-founder of GTx, has served as our Chief Executive Officer and Vice-Chairman of our Board of Directors since our inception in September 1997. Prior to founding GTx, Dr. Steiner held numerous academic appointments, including Chairman and Professor of Urology, Director of Urologic Oncology and Research and the Chair of Excellence in Urologic Oncology at the University of Tennessee. Dr. Steiner holds a B.A. in Molecular Biology from Vanderbilt University and an M.D. from the University of Tennessee, and performed his surgery and urologic training at The Johns Hopkins Hospital.

       Marc S. Hanover, a co-founder of GTx, has served as our President and Chief Operating Officer and a director since our inception in September 1997. Prior to joining GTx, Mr. Hanover was a founder of Equity Partners International, Inc., a private equity firm in Memphis, Tennessee, and participated as a founder and investor in three healthcare companies. From 1985 to 1997, Mr. Hanover was a Senior Vice President and a member of the Executive Management Committee of National Bank of Commerce, now National Commerce Financial Corporation, in Memphis, Tennessee. Mr. Hanover holds a B.S. in Biology from the University of Memphis and an M.B.A. in Finance from the University of Memphis.

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       Henry P. Doggrell has served as our General Counsel and Secretary since October 2001. From April 1998 to August 2001, Mr. Doggrell was Senior Vice President, Corporate Affairs at Buckeye Technologies, Inc., a specialty cellulose company, where he was responsible for matters including corporate finance, investor relations, mergers and acquisitions, intellectual property and licensing and strategic development. From 1996 to 1998, Mr. Doggrell served as General Counsel and Secretary of Buckeye Technologies. Prior to joining Buckeye Technologies, Mr. Doggrell was a partner of the Baker, Donelson, Bearman, Caldwell and Berkowitz law firm from 1988 to 1996, where he served as a member of the law firm management committee and Chair of the firm’s Corporate Securities department. Mr. Doggrell holds a B.S. in Commerce from the University of Virginia and a J.D. from Vanderbilt University.

       Mark E. Mosteller has served as our Chief Financial Officer since August 2001. From April 1997 to August 2001, Mr. Mosteller was an Executive Vice President of Union Planters Bank National Association, a subsidiary of Union Planters Corporation, a bank holding company, and Chief Operating Officer of Union Planters Mortgage, the mortgage division of Union Planters Bank National Association. From 1994 to 1997, Mr. Mosteller was the Chief Financial Officer of Boatmen’s National Mortgage, Inc., the mortgage subsidiary of Boatmen’s Bancshares, Inc. From 1984 to 1994, Mr. Mosteller was employed as an audit senior manager with Ernst & Young LLP. Mr. Mosteller is a certified public accountant and holds a B.S. in Accounting from the University of Tennessee.

       Rosemary Mazanet, M.D., Ph.D. has served as a director since October 2001. Dr. Mazanet has served as Chief Scientific Officer and a General Partner of Oracle Partners, L.P., a private equity fund, since 1998. Prior to joining Oracle Partners, Dr. Mazanet served as the Director of Clinical Research at Amgen, Inc., a pharmaceutical company. Dr. Mazanet is a member of the Board of Directors of the University of Pennsylvania School of Medicine. She trained in internal medicine at the Brigham and Women’s Hospital and in oncology at the Dana Farber Cancer Institute, both part of the Harvard Medical system, where she was a staff physician prior to joining Amgen. Dr. Mazanet holds a B.A. in Biology from the University of Virginia and an M.D. and a Ph.D. in Anatomy from the University of Pennsylvania.

       John H. Pontius has served as a director since April 1999. Mr. Pontius has been the President of Pittco Management, LLC, since 1991. From 1986 to 1991, Mr. Pontius served as the chief financial officer of the City of Memphis, Tennessee. Mr. Pontius is a certified public accountant and holds a B.S. in Accounting from the University of Tennessee. Mr. Pontius has served as a member of the Board of Trustees of the University of Tennessee since 2002.

       K. Gary Barnette, Ph.D. has served as our Director of Regulatory Affairs since December 2001. From May 1998 to December 2001, Dr. Barnette was Assistant Director and then Director, Regulatory Affairs at Solvay Pharmaceuticals, Inc., a specialty pharmaceutical company. From March 1995 to May 1998, Dr. Barnette was a Clinical Pharmacology and Biopharmaceutics Reviewer at the FDA, where he reviewed in the Divisions of Reproductive and Urologic Drug Products, Metabolic and Endocrine Drug Products and Gastrointestinal and Coagulation Drug Products. Dr. Barnette holds a B.S. in Biology from Salem College, and a Ph.D. in Basic Pharmaceutical Sciences from West Virginia University.

       Robert S. Boger, M.D. has served as our Director of Clinical Development since May 2003. From January 2002 until he joined GTx, Dr. Boger was a private consultant specializing in medicine, pharmacology and clinical research. From 1997 to January 2002, Dr. Boger was Director of Clinical Research for Transplantation and Immunology for Novartis Pharmaceuticals. From 1996 to 1997, Dr. Boger served as Director of Medical Research and Clinical Science Leader of Roche’s CellCeptTransplant program. Prior to joining Roche, Dr. Boger served as both Associate Director, Clinical Research and Medical Director, Renin Inhibitor Venture for Abbott Laboratories. Dr. Boger holds a B.A. in Biophysics from Amherst College and an M.D. from Harvard Medical School. Dr. Boger is board certified in internal medicine, nephrology and clinical pharmacology.

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       Karen A. Veverka, Ph.D. has served as our Director of Preclinical Development since August 2000. Dr. Veverka is a co-inventor of several patents held by GTx in the area of medical applications of SARMs. From 1996 to September 2000, Dr. Veverka was a post-doctoral research fellow at St. Jude Children’s Research Hospital. Dr. Veverka holds a B.S. in Biochemistry from Kansas State University and a Ph.D. from Mayo Graduate School/The Mayo Foundation.

       Michael A. Whitt, Ph.D. has served as our Director of Molecular Biology since April 2001. Dr. Whitt is the co-inventor of several patents licensed to GTx. Dr. Whitt has been on the faculty in the Department of Molecular Sciences at the University of Tennessee Health Sciences since 1991. Dr. Whitt holds a B.A. in Microbiology from the University of Kansas and a Ph.D. in Microbiology from the University of California, Davis. Dr. Whitt received his post-doctoral training at the Yale University School of Medicine.

Board Composition

       Upon the completion of this offering, we will have an authorized Board of Directors consisting of five members. In accordance with the terms of our certificate of incorporation and bylaws, which will become effective upon completion of this offering, the Board of Directors will be divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms. Upon the completion of this offering, the members of the classes will be divided as follows:

	•	the class I director will be Dr. Mazanet, and her term will expire at the annual meeting of stockholders to be held in 2004;
	•	the class II directors will be Mr. Hanover and Mr. Pontius, and their term will expire at the annual meeting of stockholders to be held in 2005; and
	•	the class III directors will be Dr. Steiner and Mr. Hyde, and their term will expire at the annual meeting of stockholders to be held in 2006.

       Our certificate of incorporation that will become effective upon the completion of this offering provides that the authorized number of directors may be changed only by resolution of the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the Board of Directors may have the effect of delaying or preventing changes in the control or management of GTx.

       Our directors may be removed only for cause by the affirmative vote of the holders of a majority of our voting stock.

Board Committees

       Our Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee.

Audit Committee

       Our audit committee consists of Mr. Hyde, Dr. Mazanet and Mr. Pontius. The functions of the audit committee include:

	•	meeting with our management periodically to consider the adequacy of our internal controls, the objectivity of our financial reporting and our accounting policies and practices;
	•	meeting with our independent auditors and with internal financial personnel regarding these matters;
	•	selecting and engaging our independent auditors;

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	•	reviewing our financial statements and reports and discussing the statements and reports with our management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management; and
	•	reviewing our financial plans and reporting recommendations to our full board for approval and to authorize action.

       Both our independent auditors and internal financial personnel will regularly meet privately with our audit committee and have unrestricted access to this committee.

Compensation Committee

       Our compensation committee consists of Mr. Hyde, Dr. Mazanet and Mr. Pontius. The functions of the compensation committee include:

	•	reviewing and, as it deems appropriate, recommending to our Board of Directors, policies, practices and procedures relating to the compensation of our directors and executive officers and the establishment and administration of our employee benefit plans;
	•	exercising administrative authority under our stock plans and employee benefit plans; and
	•	advising and consulting with our officers regarding managerial personnel and development.

Nominating and Corporate Governance Committee

       Our nominating and corporate governance committee consists of Mr. Hyde, Dr. Mazanet and Mr. Pontius. The functions of the nominating and corporate governance committee include:

	•	reviewing and recommending nominees for election as directors;
	•	assessing the performance of the Board of Directors;
	•	developing guidelines for board composition; and
	•	reviewing and administering our corporate governance guidelines and considering other issues relating to corporate governance.

Compensation Committee Interlocks and Insider Participation

       During 2002, Mr. Pontius, Dr. Steiner, our Chief Executive Officer, and Mr. Hanover, our President and Chief Operating Officer, served as the members of our Compensation Committee. In October 2003, Mr. Hyde and Dr. Mazanet replaced Dr. Steiner and Mr. Hanover as members of our Compensation Committee. None of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Director Compensation

       We have not provided cash compensation to any director for his or her service as a director. However, following the completion of this offering, we intend to provide cash compensation at a rate of $          per regular meeting of the Board of Directors and $          per committee meeting to all non-employee directors. In addition, we will reimburse directors for their reasonable expenses incurred in attending meetings of the Board of Directors.

       Following the completion of this offering, all employee directors will be eligible to participate in our 2003 Employee Stock Purchase Plan, as more fully described in the section entitled “Benefit Plans — 2003 Employee Stock Purchase Plan.”

       Our 2003 Non-Employee Directors’ Stock Option Plan, which will become effective upon completion of this offering, provides for the automatic grant of options to purchase shares of

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Executive Compensation

       The following table shows the compensation awarded or paid to, or earned by, our chief executive officer and our three other most highly compensated executive officers for the fiscal year ended December 31, 2002 whose total annual salary and bonus exceeded $100,000. We refer to these executive officers in this prospectus as our “named executive officers.”

Summary Compensation Table

			Annual Compensation
Name and Principal Position			Salary
Mitchell S. Steiner, M.D., F.A.C.S.			$	175,000
	Chief Executive Officer
Marc S. Hanover			$	180,000
	President and Chief Operating Officer
Henry P. Doggrell			$	178,750
	General Counsel and Secretary
Mark E. Mosteller			$	135,417
	Chief Financial Officer

Stock Option Grants in Last Fiscal Year

       We have granted and will continue to grant options to our executive officers and employees under our benefit plans. In 2002, we granted options to purchase a total of 4,500 shares of our common stock to our employees; none of these grants was made to our named executive officers.

Fiscal Year End Option Values

       The following table sets forth the number of shares of common stock subject to vested and unvested stock options held as of December 31, 2002 by each of our named executive officers. Because there was no public market for our common stock as of December 31, 2002, amounts described in the following table under the heading “Value of Unexercised In-the-Money Options at December 31, 2002” are determined by multiplying the number of shares underlying the options by

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		Number of
		Securities Underlying								Value of Unexercised
		Unexercised Options at								In-the-Money Options at
		December 31, 2002 (#)								December 31, 2002 ($)
Name		Exercisable				Unexercisable				Exercisable				Unexercisable
Mitchell S. Steiner, M.D., F.A.C.S.			—				—				—				—
Marc S. Hanover			—				—				—				—
Henry P. Doggrell			3,000				12,000			$				$
Mark E. Mosteller			—				5,000

Change in Control Arrangements

       Our 1999 Stock Option Plan, 2000 Stock Option Plan, 2001 Stock Option Plan and 2002 Stock Option Plan provide that in the event of a change in control of us, all shares subject to option awards under the plans will immediately vest and be converted into cash, options or stock of equivalent value in the surviving organization under terms and conditions that substantially preserve the economic status of plan participants. For this purpose, a change in control includes (1) a sale or disposition of more than 50% of our issued and outstanding voting stock; (2) a merger or consolidation in which our stockholders immediately before the transaction own less than 50% of the outstanding voting securities of the surviving entity immediately after the transaction; or (3) a sale or disposition of all or substantially all of our assets.

       Our employment agreements with our executive officers and other key employees contain provisions triggered by a change of control. See “Employment Agreements.”

       Our 2003 Equity Incentive Plan provides that in the event of specified corporate transactions, all outstanding options and stock appreciation rights under the incentive plan will be assumed, continued or substituted for by any surviving or acquiring entity. If the surviving or acquiring entity elects not to assume, continue or substitute for such awards, the vesting provisions of such equity awards will be accelerated and such equity awards will be terminated if not exercised prior to the effective date of the corporate transaction. Other forms of equity awards, such as restricted stock awards, may have their repurchase or forfeiture rights assigned to the surviving or acquiring entity. If such repurchase or forfeiture rights are not assigned, then such equity awards will become fully vested. Following specified change in control transactions, the vesting and exercisability of specified equity awards generally will be accelerated only if the awardee’s award agreement so specifies.

       Our 2003 Non-Employee Directors’ Stock Option Plan provides that in the event of specified corporate transactions, all outstanding options under the plan will be either assumed, continued or substituted for by any surviving entity. If the surviving or acquiring entity elects not to assume, continue or substitute for such options, the vesting and exercisability of such options will be accelerated in full and such options will be terminated if not exercised prior to the effective date of such corporate transaction. In the event of specified changes of control, the vesting and exercisability of outstanding options under the Plan granted to non-employee directors whose service has not terminated prior to such change in control, other than as a condition of such change in control, shall be accelerated in full.

       Our 2003 Employee Stock Purchase Plan provides that in the event of specified corporate transactions, any then outstanding rights to purchase our stock under the 2003 Employee Stock Purchase Plan will be assumed, continued or substituted for by the surviving or acquiring entity. If the surviving or acquiring entity elects not to assume, continue or substitute rights, then the participants’ accumulated contributions will be used to purchase shares of our common stock within

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Employment Agreements

       Each of our named executive officers has entered into an employment agreement with us. These employment agreements provide for salary as well as other customary benefits and terms. Pursuant to their employment agreements, Dr. Steiner, Mr. Hanover, Mr. Doggrell and Mr. Mosteller are entitled to receive an annual salary of $240,000, $180,000, $190,000 and $160,000. In addition, our Board of Directors has the discretion to award bonus compensation to our named executive officers. Each employment agreement is terminable by either us or the named executive officer at any time. If we experience a change of control and the named executive officer’s employment is terminated without cause, or if the named executive officer terminates his employment for good reason, at any time within six months after the change of control, then such named executive officer will receive continued payment of his then base salary for a period of one year after the termination date. Dr. Steiner and Mr. Hanover have each agreed not to compete with us during the term of their employment and for a period of two years after their employment ends. If we undergo a change of control, the two year period will be shortened to one year.

Benefit Plans

1999 Stock Option Plan and 2000 Stock Option Plan

       We adopted the 1999 Stock Option Plan in August 1999 and the 2000 Stock Option Plan in November 2000. Neither the 1999 Stock Option Plan nor the 2000 Stock Option Plan has a stated termination date. However, the committee of the Board of Directors that administers the 1999 Stock Option Plan and 2000 Stock Option Plan may terminate or suspend the 1999 Stock Option Plan and 2000 Stock Option Plan at any time. The 1999 Stock Option Plan and 2000 Stock Option Plan provide for the grant of nonstatutory stock options to directors, officers and employees.

       Share Reserve. An aggregate of 3,000 shares of common stock are reserved for issuance under the 1999 Stock Option Plan. Options to purchase an aggregate of 3,000 shares of common stock were outstanding under the 1999 Stock Option Plan as of August 31, 2003. An aggregate of 12,750 shares of common stock are reserved for issuance under the 2000 Stock Option Plan. Options to purchase an aggregate of 9,750 shares of common stock were outstanding under the 2000 Stock Option Plan as of August 31, 2003.

       Shares subject to stock options that have expired or otherwise terminated under the 1999 Stock Option Plan or 2000 Stock Option Plan without having been exercised in full and grants that are settled in cash rather than stock again become available for the grant of awards under the 1999 Stock Option Plan or 2000 Stock Option Plan. Shares issued under the 1999 Stock Option Plan or 2000 Stock Option Plan may be previously unissued shares or reacquired shares bought on the market or otherwise.

       Administration. The 1999 Stock Option Plan and 2000 Stock Option Plan are administered by a committee of our Board of Directors. Subject to the terms of the 1999 Stock Option Plan and 2000 Stock Option Plan, the committee determines recipients, the number of stock options to be granted and the terms and conditions of the stock options. Subject to the limitations set forth below, the committee also determines the exercise price of options granted.

       Stock Options. Stock options under the 1999 Stock Option Plan and 2000 Stock Option Plan are granted pursuant to stock option agreements. The exercise price for a stock option cannot be less than the fair market value of the common stock on the date of grant. Options granted under the 1999 Stock Option Plan and 2000 Stock Option Plan vest one-third on the third anniversary of the date of grant, one-third on the fourth anniversary of the date of grant, and one-third on the fifth

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       The term of stock options granted under the 1999 Stock Option Plan and 2000 Stock Option Plan may not exceed 10 years. If an optionee’s service relationship with us ceases due to voluntary retirement, at or after age 65 or after age 55 with no fewer than 10 years of service, death, disability or involuntary termination, other than a termination for cause, but including any involuntary termination as a result of a change of control, any vested shares may be exercised at any time within 10 years following the date of grant of the option. If an optionee’s relationship with us ceases for any other reason, any unvested option shall be forfeited immediately and the date of such termination will be the last date on which a vested option can be exercised. Any vested but unexercised options will terminate upon the optionee competing with us.

       Acceptable consideration for the purchase of common stock issued under the 1999 Stock Option Plan and 2000 Stock Option Plan include cash or, at the discretion of the committee, common stock, a deferred payment arrangement or other legal consideration approved by the committee. Generally, an optionee may not transfer a stock option other than by will or the laws of descent and distribution unless the optionee holds a nonstatutory stock option that provides otherwise.

       Changes in Control. The 1999 Stock Option Plan and 2000 Stock Option Plan provide that in the event of a change in control of us, all shares subject to option awards under the plans shall immediately vest and be converted into cash, options or stock of equivalent value in the surviving organization under terms and conditions that substantially preserve the economic status of plan participants. For this purpose, a change in control includes (1) a sale or disposition of more than 50% of our issued and outstanding voting stock; (2) a merger or consolidation in which our stockholders immediately before the transaction own less than 50% of the outstanding voting securities of the surviving entity immediately after the transaction; or (3) a sale or disposition of all or substantially all of our assets.

2001 Stock Option Plan and 2002 Stock Option Plan

       In October 2001, we adopted the 2001 Stock Option Plan. Our Board of Directors amended the 2001 Stock Option Plan in November 2001. The 2001 Stock Option Plan will terminate in October 2011 unless the Board of Directors terminates it earlier. In August 2002, we adopted the 2002 Stock Option Plan. The 2002 Stock Option Plan will terminate in August 2012 unless the Board of Directors terminates it earlier. The 2001 Stock Option Plan and the 2002 Stock Option Plan provide for the grant of options that are:

	•	incentive stock options, as defined under the Internal Revenue Code of 1986, as amended, or the Code, which may be granted solely to employees, including officers; and
	•	nonstatutory stock options, which may be granted to directors, employees, including officers, or consultants.

       Share Reserve. An aggregate of 35,150 shares of common stock are reserved for issuance under the 2001 Stock Option Plan. Options to purchase an aggregate of 32,250 shares of common stock were outstanding under the 2001 Stock Option Plan as of August 31, 2003. An aggregate of 100,000 shares of common stock are reserved for issuance under the 2002 Stock Option Plan. Options to purchase an aggregate of 22,000 shares of common stock were outstanding under the 2002 Stock Option Plan as of August 31, 2003.

       Shares subject to stock options that have expired or otherwise terminated under the 2001 Stock Option Plan or 2002 Stock Option Plan without having been exercised in full again become available for the grant of awards under the 2001 Stock Option Plan or 2002 Stock Option Plan. Shares issued under the 2001 Stock Option Plan or 2002 Stock Option Plan may be previously unissued shares or reacquired shares bought on the market or otherwise.

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       Administration. The 2001 Stock Option Plan and 2002 Stock Option Plan are administered by a committee of our Board of Directors. Subject to the terms of the 2001 Stock Option Plan and 2002 Stock Option Plan, the committee determines the recipients, the number and type of stock options to be granted and the terms and conditions of the stock options. Subject to the limitations set forth below, the committee also determines the exercise price of options granted.

       Stock Options. Stock options are granted under the 2001 Stock Option Plan and 2002 Stock Option Plan pursuant to stock option agreements. The exercise price for an incentive stock option cannot be less than the fair market value of the common stock on the date of grant. There is no restriction on the exercise price for a nonstatutory stock option. Unless otherwise specified in an option agreement, options granted under the 2001 Stock Option Plan or 2002 Stock Option Plan vest one-third on the third anniversary of the date of grant, one-third on the fourth anniversary of the date of grant, and one-third on the fifth anniversary of the date of grant.

       The term of stock options granted under the 2001 Stock Option Plan or 2002 Stock Option Plan may not exceed 10 years. Unless otherwise provided for in the stock option agreement, options granted under the 2001 Stock Option Plan or 2002 Stock Option Plan terminate three months after termination of the optionee’s employment or service as a director of GTx or an affiliate unless (1) the termination is due to the optionee’s disability, in which case the option may provide that it may be exercised at any time within one year following termination of employment or relationship; (2) the termination is due to the death of optionee or death occurs within three months after the termination of the optionee, in which case the option may provide that it may be exercised at any time within 18 months following the death of optionee; or (3) the termination is due to voluntary retirement, subject to some conditions, in which case the option may be exercised at any time within five years of the date of retirement subject to the express term of the option. Any vested but unexercised options will terminate upon the optionee competing with us.

       Acceptable consideration for the purchase of common stock issued under the 2001 Stock Option Plan or 2002 Stock Option Plan include cash or, at the discretion of the committee, common stock, a deferred payment arrangement or other legal consideration approved by the committee.

       Generally, an optionee may not transfer a stock option other than by will or the laws of descent and distribution unless the optionee holds a nonstatutory stock option that provides otherwise.

       Tax Limitations on Stock Option Grants. Incentive stock options may be granted only to our employees. The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to incentive stock options that are exercisable for the first time by an optionee during any calendar year under all of our stock plans may not exceed $100,000. The options or portions of options that exceed this limit are treated as nonstatutory stock options. No incentive stock option, and before our stock is publicly traded, no nonstatutory stock option, may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or any affiliate unless the following conditions are satisfied:

	•	the option exercise price must be at least 110% of the fair market value of the stock subject to the option on the date of grant; and
	•	the term of any incentive stock option award must not exceed five years from the date of grant.

       Changes in Control. The 2001 Stock Option and 2002 Stock Option Plan provide that in the event of a change in control of us, all shares subject to option awards under the plans shall immediately vest and be converted into cash, options or stock of equivalent value in the surviving organization under terms and conditions that substantially preserve the economic status of plan participants. For this purpose, a change in control includes (1) a sale or disposition of more than 50% of our issued and outstanding voting stock; (2) a merger or consolidation in which our stockholders immediately before the transaction own less than 50% of the outstanding voting

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2003 Equity Incentive Plan

       We adopted and our stockholders approved our 2003 Equity Incentive Plan in                     2003 to become effective upon the closing of this offering. The 2003 Equity Incentive Plan will terminate when the Board of Directors terminates the plan. The 2003 Equity Incentive Plan provides for the grant of nonstatutory stock options, restricted stock awards, stock appreciation rights, phantom stock rights and other forms of equity compensation, which may be granted to employees, including officers, non-employee directors and consultants.

       Share Reserve. An aggregate of                      shares of common stock will be reserved for issuance under the 2003 Equity Incentive Plan, which amount will be increased annually on January 1st of each year, from 2004 until 2013, by five percent of the number of shares of common stock outstanding on such date. However, the Board of Directors has the authority to designate a smaller number of shares by which the authorized number of shares of common stock will be increased on such date. As of the date hereof, no shares of common stock have been issued under the 2003 Equity Incentive Plan.

       The following types of shares issued under the 2003 Equity Incentive Plan may again become available for the grant of new awards under the 2003 Equity Incentive Plan: restricted stock that is repurchased prior to it becoming fully vested; shares withheld for taxes; shares used to pay the exercise price of an option in a net exercise; and shares tendered to the company to pay the exercise price of an option. In addition, shares subject to stock options that have expired or otherwise terminated without having been exercised in full may again become available for the grant of new awards under the 2003 Equity Incentive Plan. Shares issued under the 2003 Equity Incentive Plan may be previously unissued shares or reacquired shares bought on the market or otherwise.

       Administration. Our Board of Directors will administer the 2003 Equity Incentive Plan. The Board of Directors may delegate authority to administer the 2003 Equity Incentive Plan to a committee. Subject to the terms of the 2003 Equity Incentive Plan, our Board of Directors or its authorized committee, the plan administrator determines recipients, grant dates, the numbers and types of equity awards to be granted and the terms and conditions of the equity awards, including the period of their exercisability and vesting. Subject to the limitations set forth below, the plan administrator will also determine the exercise price of options granted, the purchase price for rights to purchase restricted stock and, if applicable, phantom stock and the strike price for stock appreciation rights.

       Nonstatutory Stock Options. Nonstatutory stock options will be granted pursuant to nonstatutory stock option agreements. The 2003 Equity Incentive Plan administrator determines the exercise price for a nonstatutory stock option. Options granted under the incentive plan vest at the rate specified in the option agreement.

       Generally, the plan administrator determines the term of nonstatutory stock options granted under the 2003 Equity Incentive Plan. Unless the terms of an optionee’s nonstatutory stock option agreement provide otherwise, if an optionee’s service relationship with us, or any affiliate or ours, ceases due to disability or death, the optionee, or his or her beneficiary, may exercise any vested options up to 12 months in the event of disability, or 18 months in the event of death, after the date such service relationship ends. If an optionee’s relationship with us, or any affiliate of ours, ceases for any reason other than disability or death, the optionee may exercise any vested options up to three months from cessation of service, unless the terms of the stock option agreement provide for earlier or later termination.

       Acceptable consideration for the purchase of common stock issued upon the exercise of a nonstatutory stock option will be determined by the Board of Directors and may include cash,

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       Generally, an optionee may not transfer a nonstatutory stock option other than by will or the laws of descent and distribution unless the nonstatutory stock option agreement provides otherwise. However, an optionee may designate a beneficiary who may exercise the option following the optionee’s death.

       Restricted Stock Awards. Restricted stock awards are purchased through a restricted stock award agreement. The purchase price for restricted stock awards must be at least the par value of the stock. The purchase price for a restricted stock award may be payable in cash, the recipient’s past services performed for us, or any other form of legal consideration. Rights to acquire shares under a restricted stock award may not be transferred other than by will or by the laws of descent and distribution.

       Stock Appreciation Rights. Stock appreciation rights are granted pursuant to stock appreciation rights agreements. The plan administrator determines the strike price for a stock appreciation right. A stock appreciation right granted under the incentive plan vests at the rate specified in the stock appreciation right agreement.

       The plan administrator determines the term of stock appreciation rights granted under the incentive plan. Unless the terms of an optionee’s stock appreciation right agreement provide otherwise, if an awardee’s service relationship with us, or any affiliate or ours, ceases due to disability or death, the awardee, or his or her beneficiary, may exercise any vested stock appreciation right up to 12 months in the event of disability, and 18 months in the event of death, after the date such service relationship ends. If an awardee’s relationship with us, or any affiliate of ours, ceases for any reason other than disability or death, the awardee may exercise any vested stock appreciation rights up to three months from cessation of service, unless the terms of the stock appreciation right agreement provide for earlier or later termination.

       Phantom Stock Awards. Phantom stock awards are granted pursuant to phantom stock award agreements. A phantom stock award may require the payment of at least par value. Payment of any purchase price may be made in cash, the recipient’s past services performed for us or any other form of legal consideration acceptable to the plan administrator. Rights to acquire shares under a phantom stock agreement may not be transferred other than by will or by the laws of descent and distribution.

       Other Equity Awards. The plan administrator may grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the award, the purchase price, if any, the timing of exercise and vesting and any repurchase rights associated with such awards. Unless otherwise specifically provided for in the award agreement, such awards may not be transferred other than by will or by the laws of descent and distribution.

       Changes in Control. In the event of specified corporate transactions, all outstanding options and stock appreciation rights under the incentive plan either will be assumed, continued or substituted for by any surviving or acquiring entity. If the surviving or acquiring entity elects not to assume, continue or substitute for such awards, the vesting provisions of such equity awards will be accelerated and such equity awards will be terminated if not exercised prior to the effective date of the corporate transaction. Other forms of equity awards such as restricted stock awards may have their repurchase or forfeiture rights assigned to the surviving or acquiring entity. If such repurchase or forfeiture rights are not assigned, then such equity awards will become fully vested. Following specified change in control transactions, the vesting and exercisability of specified equity awards generally will be accelerated only if the awardee’s award agreement so specifies.

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2003 Non-Employee Directors’ Stock Option Plan

       We adopted and our stockholders approved our 2003 Non-Employee Directors’ Stock Option Plan in                      2003 to become effective upon the closing of this offering. The Non-Employee Directors’ Plan provides for the automatic grant of nonstatutory stock options to purchase shares of common stock to our non-employee directors.

       Share Reserve. The aggregate number of shares of common stock that may be issued pursuant to options granted under the Non-Employee Directors’ Plan is                      shares, which amount will be increased annually on January 1st of each year, from 2004 and until 2013, by the number of shares of common stock subject to options granted during the prior calendar year. However, the Board of Directors has the authority to designate a smaller number of shares by which the authorized number of shares of common stock will be increased. As of the date hereof, no shares of common stock have been issued under the Non-Employee Directors’ Plan.

       Administration. Our Board of Directors will administer the Non-Employee Directors’ Plan. The exercise price of the options granted under the Non-Employee Directors’ Plan will be equal to the fair market value of the common stock on the date of grant. No option granted under the Non-Employee Directors’ Plan may be exercised after the expiration of ten years from the date it was granted. Options granted under the Non-Employee Directors’ Plan are not transferable other than by will or by the laws of descent and distribution and are exercisable during the life of the optionee only by the optionee. However, an optionee may designate a beneficiary who may exercise the option following the optionee’s death. An optionee whose service relationship with the us or any of our affiliates, whether as a non-employee director of the company or subsequently as an employee, director or consultant of either the company or an affiliate, ceases for any reason may exercise vested options for the term provided in the option agreement, three months generally, 12 months in the event of disability and 18 months in the event of death.

       Automatic Grants. Pursuant to the terms of the Non-Employee Directors’ Plan, upon the completion of this offering, each non-employee director will automatically be granted an option to purchase                      shares of common stock, the initial grant. Any individual who becomes a non-employee director after this offering will automatically be granted the initial grant upon election to the Board of Directors. Any person who is a non-employee director on the date of an annual meeting of our stockholders automatically will be granted an option to purchase            shares of common stock, the annual grant, on such date; provided, however, that each non-employee director who has been a non-employee director for less than 12 months at the time of the annual meeting of our stockholders will receive an annual grant that has been reduced pro rata for each full quarter prior to the date of grant during which such person did not serve as a non-employee director. On the date of each annual meeting of our stockholders, each non-employee director will receive an option to purchase                      shares for each membership on a committee of the Board of Directors such non-employee director will be on for the upcoming year, the committee grant. Committee grants vest and become exercisable in      equal monthly installments. Initial grants and annual grants vest in      equal monthly installments.

       Changes in Control. In the event of specified corporate transactions, all outstanding options under the Non-Employee Directors’ Plan will be either assumed, continued or substituted for by any surviving entity. If the surviving or acquiring entity elects not to assume, continue or substitute for such options, the vesting and exercisability of such options will be accelerated in full and such options will be terminated if not exercised prior to the effective date of such corporate transaction. In the event of specified changes of control, the vesting and exercisability of outstanding options under the Non-Employee Directors’ Plan granted to non-employee directors whose service has not terminated prior to such change in control, other than as a condition of such change in control, shall be accelerated in full.

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2003 Employee Stock Purchase Plan

       We adopted and our stockholders approved our 2003 Employee Stock Purchase Plan in                          2003 to become effective upon the closing of this offering.

       Share Reserve. The purchase plan authorizes the issuance of                      shares of common stock pursuant to purchase rights granted to our employees or to employees of any of our affiliates, which amount will be increased on January 1st of each year, from 2004 until 2023, by the lesser of                      shares or           % of the number of shares of common stock outstanding on that date. However, the Board of Directors has the authority to designate a smaller number of shares by which the authorized number of shares of common stock will be increased on each date. The 2003 Employee Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. As of the date hereof, no shares of common stock have been purchased under the 2003 Employee Stock Purchase Plan.

       Administration. Our Board of Directors will administer the 2003 Employee Stock Purchase Plan, but such administration may be delegated to a committee of the Board of Directors. The 2003 Employee Stock Purchase Plan provides a means by which employees may purchase our common stock. The 2003 Employee Stock Purchase Plan is implemented by offerings of rights to eligible employees. Under the 2003 Employee Stock Purchase Plan, we may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering. The first offering under the 2003 Employee Stock Purchase Plan will begin on the effective date of this offering and will be approximately      months in duration with purchases occurring every six months. Unless otherwise determined by the Board of Directors, common stock is purchased for accounts of employees participating in the Employee Stock Purchase Plan at a price per share equal to 85% of the fair market value of a share of our common stock on the date of purchase. Generally, all regular employees, including executive officers, who customarily work more than 20 hours per week and are customarily employed by us or by any of our affiliates for more than five months per calendar year may participate in the 2003 Employee Stock Purchase Plan and may contribute, normally through payroll deductions, up to           % of their earnings for the purchase of common stock under the 2003 Employee Stock Purchase Plan.

       Limitations. Eligible employees may be granted rights only if the rights, together with any other rights granted under the 2003 Employee Stock Purchase Plan, do not permit such employee’s rights to purchase our stock to accrue at a rate which exceeds $25,000 of the fair market value of such stock for each calendar year in which such rights are outstanding. No employee shall be eligible for the grant of any rights under the 2003 Employee Stock Purchase Plan if immediately after such rights are granted, such employee has voting power over five percent or more of our outstanding capital stock measured by vote or value.

       Changes in Control. In the event of specified corporate transactions, any then outstanding rights to purchase our stock under the 2003 Employee Stock Purchase Plan will be assumed, continued or substituted for by the surviving or acquiring entity. If the surviving or acquiring entity elects not to assume, continue or substitute rights, then the participants’ accumulated contributions will be used to purchase shares of our common stock within ten days prior to such corporate transaction and such purchase rights will terminate immediately thereafter.

401(k) Plan

       We maintain a retirement and deferred savings plan for our employees. The retirement and deferred savings plan is intended to qualify as a tax-qualified plan under Section 401 of the Code. The retirement and deferred savings plan provides that each participant may contribute up to 15% of his or her pre-tax compensation, up to a statutory limit, which is $12,000 in 2003. Under the plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee. The retirement and deferred savings plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. To date, we have not made any discretionary contributions to the retirement and deferred savings plan on behalf of participating employees.

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Limitations on Directors’ Liability and Indemnification Agreements

       As permitted by Delaware law, we have adopted provisions in our certificate of incorporation and bylaws, both of which will become effective upon the completion of this offering, that limit or eliminate the personal liability of directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, a director exercise an informed business judgment based on all material information reasonably available to him or her. Consequently, a director will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

	•	any breach of the director’s duty of loyalty to us or our stockholders;
	•	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
	•	any act related to unlawful stock repurchases, redemptions or other distributions or payments of dividends; or
	•	any transaction from which the director derived an improper personal benefit.

       These limitations of liability do not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as injunctive relief or rescission. These provisions will not alter a director’s liability under federal securities laws. Our certificate of incorporation that will become effective upon the completion of this offering also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

       As permitted by Delaware law, our bylaws also provide that:

	•	we will indemnify our directors, officers, employees and other agents to the fullest extent permitted by law;
	•	we may advance expenses to our directors, officers, employees and other agents in connection with a legal proceeding to the fullest extent permitted by law; and
	•	the rights provided in our bylaws are not exclusive.

       We believe that indemnification under our bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our bylaws permit such indemnification. We have obtained such insurance.

       In addition to the indemnification provided for in our certificate of incorporation and bylaws, we have entered, and intend to continue to enter, into separate indemnification agreements with each of our directors and executive officers which may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements may require us, among other things, to indemnify our directors and executive officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of his service as one of our directors or executive officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers. There is no pending litigation or proceeding involving any of our directors or executive officers to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The following is a description of transactions since May 1999 to which we have been a party, in which the amount involved in the transaction exceeds $60,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock had or will have a direct or indirect material interest, other than the employment agreements, which are described elsewhere.

Preferred Stock Issuances

       We sold shares of our preferred stock in private financings as follows:

	•	200,000 shares of our Series A preferred stock at a price of $7.275 per share in May 1999;
	•	277,500 shares of our Series B preferred stock at a price of $18.018 per share in July 2000;
	•	260,154 shares of our Series C preferred stock at a price of $57.658 per share in October 2001;
	•	164,765 shares of our Series D preferred stock at a price of $66.762 per share in July 2002; and
	•	329,536 shares of our Series E preferred stock at a price of $60.692 per share in August 2003.

       The investors in these financings included the following executive officers, directors, holders of more than 5% of our securities and the immediate family members and affiliated entities of each:

		Series A				Series B				Series C				Series D				Series E
		Preferred				Preferred				Preferred				Preferred				Preferred
Investors		Stock				Stock				Stock				Stock				Stock
Directors
J.R. Hyde, III			200,000				277,500				77,718				74,894				283,777
John H. Pontius			—				—				—				—				1,648
Executive Officers
Mark E. Mosteller			—				—				—				—				824
Henry P. Doggrell			—				—				—				—				1,236
Immediate Family Members
Patricia B. Pontius			—				—				—				—				1,648
Kathryn K. Mosteller			—				—				—				—				824
Beverly R. Doggrell			—				—				—				—				412
5% Stockholders
Entities affiliated with Oracle Partners, L.P.			—				—				173,436				74,894				16,478
Affiliated Entities
Pittco Associates, L.P.(1)			—				—				9,000				—				—
Memphis Biomed Ventures I, L.P.(2)			—				—				—				14,977				16,477
Equity Partners XII, LLC(3)			—				—				—				—				6,212

(1)	Pittco Associates, L.P. is affiliated with both Mr. Hyde and Mr. Pontius.
(2)	Memphis Biomed Ventures I, L.P. is affiliated with Mr. Hyde.
(3)	Mr. Hanover is the sole managing member of Equity Partners XII, LLC.

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Registration Rights Agreements

       We have entered into registration rights agreements with three of our preferred stockholders and their affiliates and transferees. Pursuant to the registration rights agreements, if we propose to register any of our securities under the Securities Act either for our own account or for the account of other security holders after this offering, the holders of registration rights will be entitled to include their 1,310,076 shares of common stock. In addition, holders of approximately 1,276,970 shares of common stock may require us, on not more than two occasions at any time beginning approximately six months from the date of the closing of this offering, to file a registration statement under the Securities Act with respect to their shares of common stock. For more information concerning the registration rights agreements, please see “Description of Capital Stock — Registration Rights Agreements.”

Indemnification Agreements

       We have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our bylaws. See “Management — Limitations on Directors’ Liability and Indemnification Agreements.”

Transactions with Mr. Hyde

       In July 2001, we borrowed $4.25 million from Mr. Hyde pursuant to the terms of a promissory note that bore interest at a rate of 9% per annum. All amounts due under the note were paid in full in October 2001. We paid Mr. Hyde $71,000 of interest in 2001.

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PRINCIPAL STOCKHOLDERS

       The following table sets forth information as of August 31, 2003 regarding the beneficial ownership of our common stock by:

	•	each person, or group of affiliated persons, who is known by us to own beneficially five percent or more of our common stock;
	•	each of our directors;
	•	each of our named executive officers; and
	•	all our directors and executive officers as a group.

       The number of shares owned and percentage ownership in the following table is based on 910,000 shares of common stock outstanding on August 31, 2003, the conversion of all outstanding shares of our preferred stock and the dividends accrued thereon through August 31, 2003 into 1,322,944 shares of common stock and the issuance of                 shares in this offering. The information assumes no exercise of the underwriters’ over-allotment option.

       Each individual or entity shown on the table has furnished information with respect to beneficial ownership. Except as otherwise indicated below, the address of each officer, director and five percent stockholder listed below is c/o GTx, Inc., 3 N. Dunlap Street, 3rd Floor, Van Vleet Building, Memphis, Tennessee 38163.

       We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options that are either immediately exercisable or exercisable within 60 days of August 31, 2003. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

							Percentage of Shares
							Outstanding
			Number of Shares
Beneficial Owner (Name and Address)			Owned				Before Offering				After Offering
5% Stockholders
Entities affiliated with Oracle Partners, L.P.(1)				299,971				13.4	%				%
	200 Greenwich Avenue
	Greenwich, CT 06830
Directors and Named Executive Officers
J.R. Hyde, III(2)				1,010,986				45.3
Mitchell S. Steiner, M.D., F.A.C.S.(3)				618,975				27.7
Marc S. Hanover(4)				197,269				8.8
Mark E. Mosteller(5)				828				*
Henry P. Doggrell(6)				18,342				*
John H. Pontius(7)				72,561				3.3
Rosemary Mazanet, M.D., Ph.D.				—				—
All executive officers and directors as a group (7 persons)(8)				1,901,861				85.2

	*	Represents beneficial ownership of less than 1% of our outstanding common stock.

(1)	Includes 79,436 shares held by Oracle Partners, L.P., 200,674 shares held by Oracle Investment Management, Inc. and 19,860 shares held by Oracle Institutional Partners, L.P. Larry N. Feinberg is the managing member of the general partner of Oracle Partners, L.P. and Oracle Institutional Partners, L.P. and

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	the President of Oracle Investment Management, Inc. Mr. Feinberg disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the named entities.
(2)	Includes 10,422 shares held by Pittco Associates, L.P., an entity controlled by Mr. Hyde, 22,200 shares held by trusts of which Mr. Hyde is the trustee or co-trustee and 33,106 shares held by Memphis Biomed Ventures I, L.P., an entity controlled by Mr. Hyde. Does not include 21,420 shares beneficially owned by Mr. Hyde’s wife of which Mr. Hyde disclaims beneficial ownership.
(3)	Consists of shares held by LD, Jr., LLC, an entity owned by Dr. Steiner.
(4)	Includes 96,244 shares held by Equity Partners XII, LLC, an entity controlled by Mr. Hanover, and 59,540 shares held by trusts of which Mr. Hanover is the trustee.
(5)	Does not include 828 shares beneficially owned by Mr. Mosteller’s wife of which Mr. Mosteller disclaims beneficial ownership.
(6)	Includes 11,100 shares held by a trust of which Mr. Doggrell is the co-trustee with Mr. Hyde and 6,000 shares that Mr. Doggrell has the right to acquire within 60 days of August 31, 2003 through the exercise of stock options. Does not include 414 shares beneficially owned by Mr. Doggrell’s wife of which Mr. Doggrell disclaims beneficial ownership.
(7)	Includes 66,600 shares held by trusts of which Mr. Pontius is the trustee. Does not include 7,341 shares beneficially owned by Mr. Pontius’ wife of which Mr. Pontius disclaims beneficial ownership.
(8)	For purposes of determining the number of shares beneficially owned by directors and executive officers as a group, any shares held in trusts to which both Mr. Doggrell and Mr. Hyde are co-trustees are counted only once.

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DESCRIPTION OF CAPITAL STOCK

       The following description of our capital stock gives effect to the amendment and restatement of our certificate of incorporation and bylaws, which will occur before the closing of this offering, and the conversion of our preferred stock and dividends accrued thereon through August 31, 2003 into 1,322,944 shares of common stock, which will occur upon the closing of this offering, as if such conversion had occurred on August 31, 2003.

       Upon completion of this offering, our authorized capital stock will consist of                    shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

Outstanding Shares

       As of August 31, 2003, we had 910,000 shares of common stock issued and outstanding and 1,231,955 shares of preferred stock issued and outstanding that, together with dividends accrued thereon through August 31, 2003, are convertible into 1,322,944 shares of common stock held by 30 stockholders. In addition, as of August 31, 2003, options to purchase 67,000 shares of common stock were issued and outstanding. Based on our outstanding capital stock as of August 31, 2003, upon completion of this offering, there will be                     shares of common stock outstanding, assuming no exercise of the underwriters’ over-allotment option or exercise of outstanding stock options.

Voting Rights

       Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our certificate of incorporation and bylaws, our stockholders will not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends

       Subject to preferences that may be applicable to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the Board of Directors out of legally available funds.

Liquidation

       In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights and Preferences

       Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

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Fully Paid and Nonassessable

       All of our outstanding shares of common stock are, and the shares of common stock to be issued pursuant to this offering will be, fully paid and nonassessable.

Preferred Stock

       Upon the closing of this offering, the Board of Directors will have the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. The Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of GTx and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock.

Registration Rights

Demand Registration Rights

       As of August 31, 2003, at any time after the closing of this offering, the holders of 1,276,970 shares of our common stock and their transferees may require us, on not more than two occasions from each holder of demand rights, to file a registration statement under the Securities Act with respect to their shares of common stock, and we will be required to use our best efforts to effect the registration.

Piggyback Registration Rights

       As of August 31, 2003, at any time after the closing of this offering, if we propose to register any of our securities under the Securities Act either for our own account or for the account of other stockholders, the holders of approximately 1,310,076 shares of common stock will be entitled to notice of the registration and will be entitled to include their shares of common stock in the registration statement. These registration rights are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration under some circumstances.

Expenses of Registration

       We will pay all expenses relating to any demand or piggyback registration, other than underwriting discounts and commissions.

Expiration

       These registration rights expire only upon the sale of all shares of common stock that have registration rights. However, we are not required to maintain the effectiveness of a registration statement if the shares of common stock included in such registration statement may be sold without restriction pursuant to Rule 144(k) under the Securities Act.

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Delaware Anti-Takeover Law and Certain Provisions of

Delaware Law

       We are governed by Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years, did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

Certificate of Incorporation and Bylaw Provisions

       Our certificate of incorporation that will become effective upon the completion of this offering provides that our Board of Directors will be divided into three classes of directors, with each class serving a staggered three-year term. The classification system of electing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us and may maintain the composition of our current Board of Directors, as the classification of the Board of Directors generally increases the difficulty of replacing a majority of directors. In addition, our certificate of incorporation will:

	•	provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing;
	•	provide that the authorized number of directors may be changed only by resolution of the Board of Directors; and
	•	eliminate cumulative voting for directors.

       In addition, our bylaws that will become effective upon completion of this offering will provide that special meetings of our stockholders may be called only by the chairman of the Board of Directors, our chief executive officer or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors. Without cumulative voting, holders of a majority of our common stock may be able to elect all of the members of our Board of Directors if they so chose.

       These and other provisions contained in our certificate of incorporation and bylaws could delay or discourage some types of transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares over then current prices, and may limit the ability of stockholders to remove current management or approve transactions that stockholders may deem to be in their best interests and, therefore, could adversely affect the price of our common stock.

Nasdaq National Market Listing

       We have applied to quote our common stock on the Nasdaq National Market under the proposed trading symbol “GTXI.”

Transfer Agent and Registrar

       The Transfer Agent and Registrar for our common stock is expected to be                    . The transfer agent’s address is                    .

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SHARES ELIGIBLE FOR FUTURE SALE

       Prior to this offering, there has been no public market for our common stock. Market sales of shares or the availability of shares for sale may decrease the market price of our common stock prevailing from time to time. As described below, only a portion of our outstanding shares of common stock will be available for sale shortly after this offering due to contractual and legal restrictions to resale. Nevertheless, sales of substantial amounts of common stock in the public market after these restrictions lapse, or the perception that such sales could occur, could adversely affect the market price of the common stock and could impair our future ability to raise capital through the sale of our equity securities.

       Future sales of our common stock and the availability of our common stock for sale may depress the market price for our common stock. Upon completion of this offering, shares of common stock will be outstanding, assuming no exercise of the underwriters’ over-allotment option and no exercise of options. All of the shares sold in this offering will be freely tradable. Except as set forth below, the remaining shares of common stock outstanding after this offering will be restricted as a result of securities laws or lock-up agreements. These remaining shares will be available for sale in the public market roughly as follows:

		Approximate
		Number
Date of Availability of Sale		of Shares
As of the date of this prospectus
90 days after the date of the prospectus
180 days after the date of this prospectus, although a portion of such shares will be subject to volume limitations pursuant to Rule 144

Rule 144

       In general, under Rule 144 under the Securities Act of 1933, as currently in effect, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

	•	one percent of the number of shares of our common stock then outstanding, which will equal approximately                    shares immediately after this offering; or
	•	the average weekly trading volume of our common stock on the Nasdaq National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

       Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

       Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Shares of our common stock will qualify as “144(k)” shares within 180 days of the date of this prospectus.

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Rule 701

       Rule 701, as currently in effect, permits resales of shares in reliance upon Rule 144 but without compliance with some restrictions of Rule 144, including the holding period requirement. Most of our employees, officers, directors or consultants who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

Lock-Up Agreements

       Each of our officers, directors and stockholders and the holders of substantially all of our outstanding options have agreed, subject to specified exceptions, that, without the prior written consent of Goldman, Sachs & Co., they will not, directly or indirectly, sell, offer, contract to sell, transfer the economic risk of ownership in, make any short sale, pledge or otherwise dispose of any shares of our capital stock or any securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire our capital stock for a period of 180 days from the date of this prospectus. Goldman, Sachs & Co. may, in its sole discretion, permit early release of shares subject to the lock-up agreements.

Registration Rights

       Upon completion of this offering, the holders of 1,310,076 shares of our common stock, or their transferees, will be entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares purchased by affiliates, immediately upon the effectiveness of this registration. See “Description of Capital Stock — Registration Rights.”

Stock Options

       Immediately after this offering, we intend to file with the SEC a registration statement under the Securities Act covering the shares of common stock reserved for issuance under our stock option plans and employee stock purchase plan. The registration statement is expected to be filed and become effective as soon as practicable after the closing of this offering. Accordingly, shares registered under the registration statement will, subject to Rule 144 volume limitations applicable to affiliates and the lock-up agreements described above, be available for sale in the open market.

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UNDERWRITING

       GTx and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co., SG Cowen Securities Corporation and Lazard Frères & Co. LLC are the underwriters.

			Number of
Underwriters			Shares
Goldman, Sachs & Co.
SG Cowen Securities Corporation
Lazard Frères & Co. LLC
	Total

       The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

       If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to an additional                     shares from GTx to cover such sales. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

       The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by GTx. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase                     additional shares.

Paid By GTx
		No Exercise				Full Exercise
Per Share			$				$
Total			$				$

       Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $          per share from the initial public offering price. Any such securities dealers may resell any shares purchased from the underwriters to certain other brokers or dealers at a discount of up to $          per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

       GTx’s stockholders have agreed with the underwriters not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

       Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among GTx and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be GTx’s historical performance, estimates of the business potential and earnings prospects of GTx, an assessment of GTx’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

       An application has been made to quote the common stock on the Nasdaq National Market under the symbol “GTXI”.

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       In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from GTx in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

       The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

       Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of our GTx’s stock, and together with the imposition of a penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise.

       Each underwriter has represented that: (1) it has not offered or sold and, prior to the expiry of a period of six months from the closing date, will not offer or sell any shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, as principal or agent, for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity, within the meaning of section 21 Financial Services and Markets Act of 2000, or the FSMA, received by it in connection with the issue or sale of any shares in circumstances in which section 21(1) of the FSMA does not apply to GTx; and (3) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

       The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

       GTx estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $                    .

       GTx has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

       Certain of the underwriters and their respective affiliates may in the future perform various financial advising and investment banking services for GTx, for which they may receive customary fees and expenses.

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VALIDITY OF THE COMMON STOCK

       The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by Cooley Godward LLP, Palo Alto, California. Certain legal matters will also be passed upon for us by Bass, Berry & Sims PLC, Memphis, Tennessee. Certain legal matters will be passed upon for the underwriters by Hale and Dorr LLP, Boston, Massachusetts.

EXPERTS

       The financial statements of GTx, Inc. as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002 appearing in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

       We have filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-1 under the Securities Act of 1933 with respect to the shares of common stock offered under this prospectus. This prospectus does not contain all of the information in the registration statement and the exhibits. For further information with respect to us and our common stock, we refer you to the registration statement and to the exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

       You can read our SEC filings, including the registration statement, over the Internet at the SEC’s web site at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the document at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.

       Upon completion of this offering, we will be subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, and we will file reports, proxy statements and other information with the SEC. We also intend to furnish our stockholders with annual reports containing our financial statements audited by an independent public accounting firm and quarterly reports containing our unaudited financial information.

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GTx, Inc.

INDEX TO FINANCIAL STATEMENTS

		Page
Report of Ernst & Young LLP, Independent Auditors			F-2
Balance Sheets at December 31, 2001 and 2002 and at June 30, 2003 (unaudited)			F-3
Statements of Operations for the years ended December 31, 2000, 2001 and 2002, the six months ended June 30, 2002 and 2003 (unaudited) and for the cumulative period from inception to June 30, 2003 (unaudited)			F-4
Statements of Cumulative Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the period from inception to June 30, 2003 (unaudited), for the years ended December 31, 2000, 2001, 2002 and for the six months ended June 30, 2003 (unaudited)			F-5
Statements of Cash Flows for the three years ended December 31, 2000, 2001 and 2002, for the six months ended June 30, 2002 and 2003 (unaudited) and for the cumulative period from inception to June 30, 2003 (unaudited)			F-6
Notes to the Financial Statements			F-7

F-1

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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Stockholders

       We have audited the accompanying balance sheets of GTx, Inc. (a development stage company) as of December 31, 2002 and 2001, and the related statements of operations, cumulative redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

       We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

       Since the date of completion of our audit of the accompanying financial statements and initial issuance of our report thereon dated May 9, 2003, which report contained an explanatory paragraph regarding the Company’s ability to continue as a going concern, the Company, as discussed in the second paragraph of Note 2, has completed an issuance of preferred stock with net proceeds of approximately $20 million and plans, if additional funding efforts are unsuccessful, to reduce its cash expenditures such that it will continue its operations beyond December 31, 2004. Therefore, the conditions that raised substantial doubt about whether the Company will continue as a going concern no longer exist.

       In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GTx, Inc. (a development stage company) at December 31, 2002 and 2001, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.

	Ernst & Young LLP

Memphis, Tennessee

The foregoing report is in the form that will be signed upon the completion of the reincorporation of GTx, Inc. as described in Note 13 to the financial statements.

	/s/ Ernst & Young LLP

Memphis, Tennessee

F-2

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GTx, Inc.

BALANCE SHEETS

															Pro Forma
			December 31,												Stockholders’
											June 30,				Equity at
			2001				2002				2003				June 30, 2003
											(unaudited)				(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	8,834			$	8,925			$	3,112
	Acapodene inventory			154				—				—
	Prepaid expenses and other current assets			46				41				24
Total current assets				9,034				8,966				3,136
Property and equipment, net				1,083				1,064				928
Total assets			$	10,117			$	10,030			$	4,064
LIABILITIES, CUMULATIVE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Accounts payable		$	261			$	601			$	136
	Accrued expenses			229				711				1,456
Total current liabilities				490				1,312				1,592
8% Cumulative Redeemable Convertible Preferred Stock, at redemption value:
	Series A, no par value; 200,000 shares authorized, issued and outstanding at all periods, no shares outstanding pro forma; liquidation value of $1,770 at December 31, 2001, $1,889 at December 31, 2002 and $1,952 at June 30, 2003 (unaudited)			11,847				13,855				12,661
	Series B, no par value; 277,500 shares authorized, issued and outstanding at all periods, no shares outstanding pro forma; liquidation value of $5,581 at December 31, 2001, $5,989 at December 31, 2002 and $6,204 at June 30, 2003 (unaudited)			16,581				19,671				18,110
	Series C, no par value; 450,000 shares authorized, 260,154 issued and outstanding at all periods, no shares outstanding pro forma; liquidation value of $15,274 at December 31, 2001, $16,496 at December 31, 2002 and $17,144 at June 30, 2003 (unaudited)			15,274				19,102				18,047
	Series D, no par value; 300,000 shares authorized, 164,765 issued and outstanding at December 31, 2002 and June 30, 2003, no shares outstanding pro forma; liquidation value of $0 at December 31, 2001, $11,398 at December 31, 2002 and $11,838 at June 30, 2003 (unaudited)			—				11,398				11,838
	Total cumulative redeemable convertible preferred stock			43,702				64,026				60,656
Stockholders’ equity (deficit):
Common stock, no par value: 10,000,000 shares authorized; 910,000 shares issued and outstanding at December 31, 2001 and 2002 and June 30, 2003 (unaudited); 1,891,681 shares outstanding on a pro forma basis (unaudited)				970				970				970			$	61,626
Deficit accumulated during the development stage				(35,045	)			(56,278	)			(59,154	)			(59,154	)
Total stockholders’ (deficit) equity				(34,075	)			(55,308	)			(58,184	)		$	2,472
Total liabilities and stockholders’ deficit			$	10,117			$	10,030			$	4,064

The accompanying notes are an integral part of these financial statements.

F-3

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GTx, Inc.

STATEMENTS OF OPERATIONS

																							Cumulative
																							Period from
																							September 24,
			Year Ended December 31,												Six Months Ended June 30,								1997 (date of
																							inception) to
			2000				2001				2002				2002				2003				June 30, 2003
															(unaudited)				(unaudited)				(unaudited)
Operating expenses:
	Research and development		$	2,679			$	5,744			$	9,285			$	3,975			$	4,703			$	22,298
	General and administrative			1,203				2,187				2,405				1,105				1,411				8,457
	Depreciation			80				215				332				153				175				865
Total operating expenses				3,962				8,146				12,022				5,233				6,289				31,620
Other income:
	Research and development income			—				—				—				—				—				225
	Interest income			150				83				156				55				43				543
Total other income				150				83				156				55				43				768
Net loss				(3,812	)			(8,063	)			(11,866	)			(5,178	)			(6,246	)			(30,852	)
Accrued preferred stock dividends				(297	)			(790	)			(2,147	)			(858	)			(1,366	)			(4,684	)
Adjustments to preferred stock redemption value				(21,077	)			(57	)			(7,220	)			(7,036	)			4,736				(23,618	)
Net loss attributable to common stockholders			$	(25,186	)		$	(8,910	)		$	(21,233	)		$	(13,072	)		$	(2,876	)		$	(59,154	)
Net loss per share attributable to common stockholders:
	Basic		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.16	)
	Diluted		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.34	)
Weighted average shares used in computing net loss per share attributable to common stockholders:
	Basic			910,000				910,000				910,000				910,000				910,000
	Diluted			910,000				910,000				910,000				910,000				1,869,021
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)											$	(6.81	)						$	(3.34	)
Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)												1,742,563								1,869,021

The accompanying notes are an integral part of these financial statements.

F-4

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GTx, Inc.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND

										Stockholders’ Equity (Deficit)
		Cumulative
		Redeemable																Deficit
		Convertible																Accumulated				Total
		Preferred Stock								Common Stock								During the				Stockholders’
																		Development				Equity
		Shares				Amount				Shares				Amount				Stage				(Deficit)
Balances at September 24, 1997			—			$	—				—			$	—			$	—			$	—
Issuance of common stock			—				—				900,000				—				—				—
Net loss			—				—				—				—				—				—
Balances at December 31, 1997			—				—				900,000				—				—				—
Issuance of common stock			—				—				100,000				970				—				970
Net loss			—				—				—				—				(116	)			(116	)
Balances at December 31, 1998			—				—				1,000,000				970				(116	)			854
Sale of Series A Redeemable Convertible Preferred Stock at $7.275			200,000				1,455				—				—				—				—
Preferred stock dividends			—				83				—				—				(83	)			(83	)
Net loss			—				—				—				—				(750	)			(750	)
Balances at December 31, 1999			200,000				1,538				1,000,000				970				(949	)			21
Sale of Series B Redeemable Convertible Preferred Stock at $18.018			277,500				5,000				—				—				—				—
Preferred stock dividends			—				297				—				—				(297	)			(297	)
Preferred stock adjustment to redemption value			—				21,077				—				—				(21,077	)			(21,077	)
Common stock redemption			—				—				(90,000	)			—				—				—
Net loss			—				—				—				—				(3,812	)			(3,812	)
Balances at December 31, 2000			477,500				27,912				910,000				970				(26,135	)			(25,165	)
Sale of Series C Redeemable Convertible Preferred Stock at $57.658, net of issuance costs of $57			260,154				14,943				—				—				—				—
Preferred stock dividends			—				790				—				—				(790	)			(790	)
Preferred stock adjustment to redemption value			—				57				—				—				(57	)			(57	)
Net loss			—				—				—				—				(8,063	)			(8,063	)
Balances at December 31, 2001			737,654				43,702				910,000				970				(35,045	)			(34,075	)
Sale of Series D Redeemable Convertible Preferred Stock at $66.762, net of issuance costs of $43			164,765				10,957				—				—				—				—
Preferred stock dividends			—				2,147				—				—				(2,147	)			(2,147	)
Preferred stock adjustment to redemption value			—				7,220				—				—				(7,220	)			(7,220	)
Net loss			—				—				—				—				(11,866	)			(11,866	)
Balances at December 31, 2002			902,419				64,026				910,000				970				(56,278	)			(55,308	)
Preferred stock dividends			—				1,366				—				—				(1,366	)			(1,366	)
Preferred stock adjustment to redemption value			—				(4,736	)			—				—				4,736				4,736
Net loss			—				—				—				—				(6,246	)			(6,246	)
Balances at June 30, 2003 (unaudited)			902,419			$	60,656				910,000			$	970			$	(59,154	)		$	(58,184	)

The accompanying notes are an integral part of these financial statements.

F-5

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GTx, Inc.

STATEMENTS OF CASH FLOWS

																									Cumulative
																									Period from
																	Six Months Ended								September 24,
					Year Ended December 31,												June 30,								1997 (date of
																									inception) to
					2000				2001				2002				2002				2003				June 30, 2003
																	(unaudited)				(unaudited)				(unaudited)
Cash flows from operating activities:
	Net loss				$	(3,812	)		$	(8,063	)		$	(11,866	)		$	(5,178	)		$	(6,246	)		$	(30,852	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation				80				215				332				153				175				865
		Changes in assets and liabilities:
			Acapodene inventory			—				(154	)			154				—				—				—
			Prepaid expenses and other assets			(18	)			(17	)			5				20				17				(24	)
			Accounts payable			(5	)			260				340				(178	)			(465	)			136
			Accrued expenses			342				(225	)			482				505				745				1,456
Net cash used in operating activities						(3,413	)			(7,984	)			(10,553	)			(4,678	)			(5,774	)			(28,419	)
Cash flows from investing activities:
	Purchase of property and equipment					(462	)			(792	)			(313	)			(145	)			(39	)			(1,794	)
Net cash used in investing activities						(462	)			(792	)			(313	)			(145	)			(39	)			(1,794	)
Cash flows from financing activities:
	Proceeds from issuance of notes payable — related party					—				4,250				—				—				—				4,250
	Payment of notes payable — related party					—				(4,250	)			—				—				—				(4,250	)
	Proceeds from issuance of common stock					—				—				—				—				—				970
	Proceeds from issuance of preferred stock, net					5,000				14,943				10,957				—				—				32,355
Net cash provided by financing activities						5,000				14,943				10,957				—				—				33,325
Net increase (decrease) in cash and cash equivalents						1,125				6,167				91				(4,823	)			(5,813	)			3,112
Cash and cash equivalents, beginning of period						1,542				2,667				8,834				8,834				8,925				—
Cash and cash equivalents, end of period					$	2,667			$	8,834			$	8,925			$	4,011			$	3,112			$	3,112
Supplemental schedule of non-cash investing and financing activities:
	Preferred stock dividends				$	297			$	790			$	2,147			$	858			$	1,366			$	4,684
	Preferred stock adjustment to redemption value				$	21,077			$	57			$	7,220			$	7,036			$	(4,736	)		$	23,618

The accompanying notes are an integral part of these financial statements.

F-6

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GTx, Inc.

NOTES TO FINANCIAL STATEMENTS

1.     Organization

       GTx, Inc. (the “Company”) is a biopharmaceutical company dedicated to the discovery, development and commercialization of therapeutics primarily related to the treatment of serious men’s health conditions. The Company’s drug discovery and development programs are focused on small molecules that selectively modulate the effects of estrogens and androgens, two essential classes of hormones. The Company currently has two product candidates that are in human clinical trials. The Company is developing Acapodene, its most advanced product candidate, through clinical trials for two separate indications: (1) a Phase IIb clinical trial for the reduction in the incidence of prostate cancer in men with precancerous prostate lesions and (2) a planned pivotal Phase III clinical trial for the treatment of serious side effects of advanced prostate cancer therapy. The Company is initially developing its second product candidate, Andarine, for the treatment of cachexia from various types of cancer. Andarine is the most advanced of its internally discovered portfolio of compounds designed to modulate the effects of hormones. The Company plans to build a specialized sales and marketing capability to market its product candidates directly to the relatively small and concentrated community of urologists and medical oncologists in the United States and seek collaborators to commercialize its product candidates where the target physician market is broader than urologists and medical oncologists and outside the United States.

2.     Significant Accounting Policies

Basis of Presentation

       From September 24, 1997 (inception) through December 31, 2002, the Company has been primarily engaged in research and development, clinical development, and raising capital and is still in a development stage. The Company operates as one business segment.

       The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced negative cash flows from operations since inception and had an accumulated deficit at December 31, 2002 and June 30, 2003 (unaudited) of approximately $56,278 and 59,154, respectively. The Company’s accumulated deficit at June 30, 2003 (unaudited) resulted primarily from funding its operating losses as well as non-cash dividends and adjustments to preferred stock redemption value of $28,302. The Company has funded its activities to date almost exclusively from debt and equity financings. In August 2003, the Company issued additional preferred stock (see Note 13) for proceeds of approximately $20,000. The Company will continue to require substantial funds to continue research and development, including preclinical studies and clinical trials of its product candidates, and to commence sales and marketing efforts, if the FDA or other regulatory approvals are obtained. Management’s plans in order to meet its operating cash flow requirements include an initial public offering of its common stock, as well as entering into research collaborations through licensing opportunities, which will provide funding for certain research projects. While the Company believes that it will be successful in obtaining the necessary financing to fund its operations, there are no assurances that such additional funding will be achieved. In that event, the Company has the intent and ability to reduce its cash expenditures by delaying its initiation of certain research and development efforts such that it will continue its operations beyond December 31, 2004.

F-7

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Unaudited Interim Financial Information

       The interim financial statements for the six months ended June 30, 2002 and June 30, 2003 and the cumulative period from September 24, 1997 to June 30, 2003, together with the related notes, are unaudited and have been prepared on the same basis as the annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for the fair presentation of the financial statements, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period.

Use of Estimates

       The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts and results could differ from those estimates.

Preferred Stock Redemption Value

       In connection with the public filing for an initial registration of its common stock, the Company changed its accounting policy to recognize changes in the redemption value of its preferred stock immediately as they occur and adjust the carrying value of the preferred stock to equal the redemption value at the end of each reporting period. Previously, the Company had adjusted the carrying value of its preferred stock to its liquidation value at the end of each reporting period.

       The preferred stock is subject to redemption on or after August 31, 2006, at a price per share equal to the greater of the liquidation value, which includes accrued dividends, or the fair value calculated on an as-if converted to common stock basis. The Company determines redemption value (fair value) considering factors such as the share price of preferred stock issuances, achievement of significant milestones in clinical trials and general market conditions. The changes in redemption value affect the loss attributable to common stockholders.

Cash and Cash Equivalents

       The Company considers highly liquid investments with initial maturities of three months or less to be cash equivalents.

Acapodene Inventory

       Acapodene inventory consists of a drug that is manufactured by a third-party and delivered to the Company as a finished good. Inventories are stated at the lower of cost (first-in, first-out method) or market. The inventory is expensed by the Company at the time it is sent to clinical trial facilities.

Property and Equipment

       Property and equipment is recorded at cost. Depreciation of equipment and furniture and fixtures is computed based on the straight-line method over estimated useful lives of three to five years. Amortization of leasehold improvements is recognized over the shorter of the lease term or the estimated useful life of the leasehold improvement.

F-8

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Impairment

       The Company accounts for long-lived assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be Disposed of, which requires that companies consider whether events or changes in facts and circumstances, both internally and externally, may indicate that an impairment of long-lived assets held for use are present. Management periodically evaluates the carrying value of long-lived assets and has determined that there was no impairment as of December 31, 2001 and December 31, 2002. Should there be impairment in the future, the Company would recognize the amount of the impairment based on the expected future cash flows from the impaired assets. The cash flow estimates would be based on management’s best estimates, using appropriate and customary assumptions and projections at the time.

Fair Value of Financial Instruments

       Financial instruments consist of cash and cash equivalents, accounts payable and preferred stock. The carrying values of cash and cash equivalents and accounts payable approximate the fair value due to the short-term nature of such instruments. Preferred stock is carried at redemption value which approximates fair value.

Concentration of Risks

       Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in accounts with several major financial institutions in the United States. Deposits in these institutions may exceed the amount of insurance provided on such deposits. The amounts in excess of FDIC insurance amounts are $8,734 and $8,625 at December 31, 2001 and December 31, 2002, respectively.

       The Company faces competition from established pharmaceutical and biotechnology companies, as well as from academic institutions, government agencies and private and public research institutions. Various products are currently marketed or sold and used off-label for some of the diseases and conditions that the Company is targeting, and a number of companies are or may be developing new treatments. In addition, physicians are permitted to prescribe legally available drugs for uses that are not described in the drug’s labeling and that differ from those uses tested and approved by the FDA. Such off-label uses are common across medical specialties. The occurrence of such off-label uses could significantly reduce the Company’s ability to market and sell any products that it may develop.

       Currently, the Company relies on Orion Corporation as a single source supplier for Acapodene, and the Company is currently purchasing Andarine from ChemSyn Laboratories, a department of EaglePicher Technologies, LLC, as a single supplier. Establishing additional or replacement suppliers for Acapodene or Andarine may take a substantial amount of time, and in some circumstances the Company’s agreement with Orion may prevent it from obtaining an alternate supplier with respect to Acapodene. If the Company has to switch to a replacement supplier, the Company may face additional regulatory delays, and the manufacture and delivery of Acapodene or Andarine could be interrupted for an extended period of time, which may delay completion of the Company’s clinical trials or commercialization of Acapodene or Andarine. If the Company is unable to obtain an adequate supply of Acapodene or Andarine, its clinical trials will be delayed. As a result, regulatory approval of Acapodene or Andarine could be delayed, or may not be received at all.

F-9

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Research and Development Costs

       The Company expenses research and development costs in the period in which they are incurred. These costs consist of direct and indirect costs associated with specific projects as well as fees paid to various entities that perform research and clinical trial studies on behalf of the Company.

Patent Costs

       The Company expenses patent costs, including legal expenses, in the period in which they are incurred. Patent expenses are included in general and administrative expenses in the Company’s statements of operations.

Income Taxes

       The Company accounts for deferred taxes by recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Research and Development Income

       Indigo, a Johnson & Johnson subsidiary, and Johnson & Johnson Development Corporation, (“JJDC”) entered into an option agreement with the Company on March 9, 1998. The option agreement was established to allow Indigo and JJDC to determine their level of interest in establishing an exclusive worldwide license with respect to the Company’s gene therapy products and related technology. The agreement required the Company during the period of the agreement, which ended in June 1998, to not negotiate with other third parties related to gene therapy products and related technology. Upon expiration of the option, the Company recognized research and development income of $225 for the option proceeds. The Company is no longer pursuing any research and development related to gene therapy products or technology.

Stock Compensation

       Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and its related interpretations are applied to measure compensation expense for stock-based compensation plans. The Company complies with the disclosure provisions of Statement of Financial Accounting Standards No. 123., Accounting for Stock-Based Compensation (“SFAS No. 123”), as amended by SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. Under APB No. 25, unearned stock compensation is based on the difference, if any, on the date of grant, between the fair value of the Company’s common stock and the exercise price. No employee compensation cost has been recognized because all options granted under the plans had an exercise price not less than the fair value of the common stock on the date of grant. See Note 11 for a description of the plans and the assumptions underlying the pro forma calculations below.

       If compensation cost for stock-based compensation plans had been determined under SFAS 123, pro forma stock option compensation expense and net loss attributable to common

F-10

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NOTES TO FINANCIAL STATEMENTS — (Continued)

shareholders, assuming all options were valued using the minimum value option pricing model, would have been as follows:

															Six Months Ended
			Years Ended December 31,												June 30,
			2000				2001				2002				2002				2003
															(unaudited)
Net loss attributable to common stockholders, as reported			$	(25,186	)		$	(8,911	)		$	(21,233	)		$	(13,072	)		$	(2,876	)
Deduct: Employee stock-based compensation determined under fair value method				(5	)			(38	)			(116	)			(93	)			(181	)
Adjusted net loss attributable to common stockholders			$	(25,191	)		$	(8,949	)		$	(21,349	)		$	(13,165	)		$	(3,057	)
Pro forma SFAS 123 disclosure:
Net loss attributable to common stockholders per common share:
As reported:
	Basic		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.16	)
	Diluted		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.34	)
As adjusted:
	Basic		$	(27.68	)		$	(9.83	)		$	(23.46	)		$	(14.47	)		$	(3.36	)
	Diluted		$	(27.68	)		$	(9.83	)		$	(23.46	)		$	(14.47	)		$	(3.44	)

Net Loss Per Share

       Basic net loss per share attributable to common stockholders is calculated based on the weighted average number of common shares outstanding during the period. Diluted net loss per share attributable to common stockholders would give effect to the dilutive effect of potential common stock consisting of stock options and convertible preferred stock.

       The 90,000 common shares that were redeemed in 2000 were excluded from the weighted average common shares outstanding because the shares were contingently returnable to the Company if the holder’s employment terminated prior to a certain date. These shares were treated as stock options in the earnings per share calculation.

F-11

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NOTES TO FINANCIAL STATEMENTS — (Continued)

       A reconciliation of shares used in the calculation is as follows:

														Six Months Ended
		Years Ended December 31,												June 30,
		2000				2001				2002				2002				2003
														(unaudited)
Basic net loss per share attributable to common shareholders:
Numerator
Net loss attributable to common stockholders		$	(25,186	)		$	(8,911	)		$	(21,233	)		$	(13,072	)		$	(2,876	)
Denominator
Weighted average common shares outstanding			910,000				910,000				910,000				910,000				910,000
Basic net loss per share attributable to common stockholders		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(14.36	)		$	(3.16	)
Diluted net loss per share attributable to common stockholders:
Numerator
Net loss as reported																			(6,246	)
Denominator
Weighted average common shares outstanding																			910,000
Assumed weighted average effect of conversion of preferred stock																			959,021
																			1,869,021
Diluted net loss per share attributable to common stockholders			(27.68	)*			(9.79	)*			(23.33	)*			(14.36	)*			(3.34	)
* Data in table not presented for these periods because dilutive securities have an antidilutive effect.
Pro Forma
Net loss as reported										$	(11,866	)						$	(6,246	)
Shares used above											910,000								910,000
Pro forma adjustments to reflect assumed weighted average effect of conversion of preferred stock											832,563								959,021
Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)											1,742,563								1,869,021
Pro forma basic and diluted net loss per share										$	(6.81	)						$	(3.34	)

       Pro forma net loss per share for the year ended December 31, 2002, and the six months ended June 30, 2003, is computed using the weighted average number of shares of common stock outstanding, including the pro forma effects of the automatic conversion of the Company’s preferred stock into shares of common stock effective upon the closing of the offering as if such conversion occurred on January 1, 2002 and January 1, 2003 or at the date of the original issuance, if later. The resulting pro forma adjustments include an increase in the weighted average shares used to compute basic and diluted net loss per share attributable to common stockholders of 832,563 shares and 959,021 shares for the year ended December 31, 2002 and for the six months ended June 30, 2003, respectively. The calculation of pro forma net loss per share attributable to common stockholders excludes incremental common stock issuable upon exercise of options, as their effect would be antidilutive.

F-12

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NOTES TO FINANCIAL STATEMENTS — (Continued)

       The following outstanding stock options and convertible preferred stock (on an as converted to common stock basis) were excluded from the computation of diluted net loss per share attributable to common stockholders as they had an antidilutive effect:

														Six Months
		Years Ended December 31,												Ended June 30,
		2000				2001				2002				2002				2003
														(unaudited)
Shares issuable upon exercise of stock options			15,750				38,700				42,750				41,500				45,750
Shares issuable upon conversion of convertible preferred stock			484,090				757,960				959,021				937,609				—
			499,840				796,660				1,001,771				979,109				45,750

Comprehensive Loss

       The Company has adopted the provisions of SFAS No. 130, Comprehensive Income. SFAS 130 establishes standards for the reporting and display of comprehensive income and its components for general purpose financial statements. For all periods presented, there were no differences between net loss and comprehensive loss.

Recent Accounting Pronouncements

       In December 2002, the FASB issued SFAS No. 148, which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The interim disclosure requirements are effective for interim periods beginning after December 15, 2002. The adoption of this standard did not have a material impact on the Company’s financial statements.

       In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period ending after December 15, 2003. The Company does not have any ownership in any variable interest entities as of December 31, 2002. The Company will apply the consolidation requirement of FIN 46 in future periods if it should own any interest in a variable interest entity.

       In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liability and equity. SFAS No. 150 is effective for the Company’s financial instruments entered into or modified after May 31, 2003, and otherwise is effective on July 1, 2003. The Company has evaluated the

F-13

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NOTES TO FINANCIAL STATEMENTS — (Continued)

impact of SFAS No. 150 and has determined that its financial instruments (common stock and preferred stock) will not be affected unless the terms of these financial instruments are modified.

3.     Property and Equipment

       Property and equipment consist of the following:

		December 31,
		2001				2002
Leasehold improvements		$	108			$	113
Equipment			1,198				1,494
Furniture and fixtures			102				114
			1,408				1,721
Less: accumulated depreciation and amortization			325				657
		$	1,083			$	1,064

       Depreciation expense for the years ended December 31, 2000, 2001, and 2002 was $80, $215, and $332, respectively.

4.     Accrued Expenses

       Accrued expenses consist of the following:

		December 31,
		2001				2002
Travel		$	27			$	–
Professional fees			109				–
Research and development			71				246
Clinical trial			14				449
Other			8				16
		$	229			$	711

5.     Cumulative Redeemable Convertible Preferred Stock

       In 1999, the Company authorized and issued 200,000 shares of 8% Series A Cumulative Redeemable Convertible Preferred Stock (“Series A”) to a common stockholder of the Company for $1,455. In 2000, the Company authorized and issued 277,500 shares of 8% Series B Cumulative Convertible Redeemable Preferred Stock (“Series B”) to the same common stockholder of the Company for $5,000. In 2001, the Company authorized 450,000 shares and issued 260,154 shares (86,718 shares were issued to a common and preferred stockholder of the Company) of 8% Series C Cumulative Convertible Redeemable Preferred Stock (“Series C”) for $14,943. In 2002, the Company authorized 300,000 and issued 164,765 shares (74,894 shares were issued to a common and preferred stockholder of the Company) of 8% Series D Cumulative Convertible Redeemable Preferred Stock (“Series D”) for $10,957.

       The Company is authorized to issue 140,000 shares of a series of preferred stock designated as Series A-2 Convertible Preferred Stock (“Series A-2”). No shares of the Series A-2 are currently outstanding. Series A-2 will be issued only in payment of dividends accrued on Series A.

F-14

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NOTES TO FINANCIAL STATEMENTS — (Continued)

       The Company is authorized to issue 157,500 shares of a series of preferred stock designated as Series B-2 Convertible Preferred Stock (“Series B-2”). No shares of Series B-2 are currently outstanding. Series B-2 will be issued only in payment of dividends accrued on Series B.

       Significant terms of the Series A, Series A-2, Series B, Series B-2, Series C and Series D are as follows:

	•	Shares of Series A, Series A-2, Series B, Series B-2, Series C and Series D shall be redeemed at the election of the respective holders at any time on or after August 31, 2006 at a price per share equal to the greater of the liquidation value, which includes accrued dividends, or the fair value calculated on an if converted to common stock basis. The per share liquidation value of Series A and Series A-2 is $7.275, Series B and Series B-2 is $18.018, Series C is $57.658 and Series D is $66.762, in each case, plus accrued dividends. If for any reason, the Company defaults on its obligation to pay all or any of the redemption price, then the unpaid principal portion will bear interest at a rate of 14% per year. The default provisions were amended upon the issuance of the Series E Cumulative Convertible Redeemable Preferred Stock (“Series E”) (see Note 13).
	•	Shares of Series A, Series A-2, Series B, Series B-2, Series C and Series D shall be converted into shares of common stock at the election of the respective holders at any time or automatically upon the closing of a Qualified Public Offering (as defined in the Company’s certificate of incorporation). The number of shares issuable upon conversion will be determined by dividing the applicable aggregate liquidation value by the applicable conversion price. The per share conversion price for shares of Series A, Series B, Series C and Series D is equal to their initial per share liquidation value. As a result of the issuance of Series E in August 2003, the conversion price of the Series D was reduced to $65.894 per share (see Note 13). The per share conversion price for Series A-2 and Series B-2 is equal to the per share liquidation value of Series C, or $57.658.
	•	Shares of Series A, Series B, Series C and Series D have voting rights equivalent to the number of shares of common stock into which they are convertible.
	•	Dividends on shares of Series A, Series B, Series C and Series D accrue, compound annually after the date of issuance of Series C, which was October 5, 2001, are cumulative at the annual rate of 8% of the respective liquidation value and are payable at such time as such shares are converted or redeemed (including liquidation). Each such dividend will be payable solely in shares of Series A-2 for Series A, Series B-2 for Series B, Series C for Series C and Series D for Series D at the time of conversion or redemption with the number of shares determined by dividing the amount of accrued dividends by the per share liquidation value of the applicable preferred stock.
	•	In the event of a liquidation, dissolution, or winding up of the Company, prior to the holders of common stock, the holders of Series A, Series A-2, Series B, Series B-2, Series C and Series D shall receive an amount equal to the aggregate liquidation value including all accrued dividends. If the funds available for distribution to the holders of Series A, Series A-2, Series B, Series B-2, Series C or Series D are insufficient, then the assets to be distributed shall be distributed ratably among the preferred stockholders based upon the aggregate liquidation value.
	•	In accordance with the Company’s certificate of incorporation, on or after the Series C or the Series D issuance dates, as applicable, if the Company issues or sells, or is deemed to have issued or sold any shares of its common stock for a consideration per share less than the

F-15

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NOTES TO FINANCIAL STATEMENTS — (Continued)

		conversion price with respect to Series C or Series D, then immediately upon such issue or sale, or deemed issue or sale, the conversion price shall be reduced to the conversion price determined by multiplying the conversion price in effect immediately prior to such issuance or sale by a price adjustment factor. The price adjustment factor causes the holders of the Series C and/or Series D stock to hold an adjusted number of shares equal to their total ownership before such issuance. If such a transaction occurs, the increase in preferred shares for the Series C and/or Series D holders will be accounted for as a deemed dividend by the Company. As a result of the issuance of Series E in August 2003, the conversion price of the Series D was reduced to $65.894 per share (see Note 13).

6.     Common Stock

       The Company’s certificate of incorporation authorizes the Company to issue 10,000,000 shares of common stock with no par value as of December 31, 2002. The Company’s certificate of incorporation authorizes no other classes of common stock. The Company is prohibited from declaring dividends on common stock while any shares of preferred stock are outstanding.

       The Company had reserved shares of its authorized common stock for future issuance as summarized in the table below:

		December 31, 2002				June 30, 2003
						(Unaudited)
For conversion of Series A			207,525				208,615
For conversion of Series B			294,647				298,393
For conversion of Series C			286,116				297,349
For conversion of Series D			164,765				177,324
Outstanding employee stock options			42,750				45,750
Possible future issuance under stock option plans			108,150				105,150
			1,103,953				1,132,581

7.     Notes Payable-Related Party

       Demand notes of $4,250 were issued in 2001 to a holder of common stock of the Company to fund working capital needs. In October 2001, a portion of the proceeds from the issuance of Series C was used to repay all outstanding principal and accrued interest on the notes payable-related party. Interest expense incurred on the notes payable-related party based on an annual interest rate of 9% was $71 in 2001, which was included in general and administrative expenses in the Company’s Statement of Operations.

8.     License, Research and Development Agreements

License Agreements

       In August 2002, the Company executed an Amended and Restated Exclusive License Agreement with The University of Tennessee Research Foundation (“UTRF”) granting the Company a worldwide exclusive license under its method of use patents relating to Acapodene to market, distribute and sell licensed products, licensed processes or generic products. Under the terms of the agreement, the Company is required (i) to make annual maintenance fee payments and (ii) to make future royalty payments.

F-16

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NOTES TO FINANCIAL STATEMENTS — (Continued)

       The amended license agreement with UTRF superseded a 1998 license agreement related to chemoprevention of prostate cancer between the Company and UTRF. Under the 1998 license agreement, the Company reimbursed UTRF for certain patent expenses incurred by UTRF and agreed to make sublicense fee payments and future royalty payments.

       In June 2002, the Company executed two Amended and Restated Exclusive License Agreements with UTRF granting the Company worldwide exclusive licenses under its method of use patents relating to Andarine to market, distribute and sell licensed products, licensed processes or generic products. Under the terms of the agreements, the Company is required (i) to make annual maintenance fee payments and (ii) to make future royalty payments.

       The amended license agreement with UTRF superseded a 2000 license agreement related to ARTA between the Company and UTRF. Under the 2000 license agreement, the Company reimbursed UTRF for certain patent expenses incurred by UTRF and agreed to make sublicense fee payments and future royalty payments.

Sponsored Research Agreement

       The Company entered into a series of sponsored research agreements with the research foundation of a major university for one of the Company’s programs. Under the terms of the agreements, the Company will reimburse the research foundation for the cost of research performed on the Company’s behalf, in accordance with the terms of the agreements. The estimated cost of the research to be performed over a four-year period is approximately $4,000. The Company incurred expenses of $1,638, $956, $682, and 3,276 under these agreements for the years ended December 31, 2000, December 31, 2001, December 31, 2002, and from inception to December 31, 2002, respectively, which were included in research and development costs in the Company’s Statements of Operations. The Company has the right to terminate the sponsored research agreement at any time. Upon termination, the Company will reimburse the research foundation for all research costs incurred on the Company’s behalf not yet reimbursed by the Company.

Contract Research Organization (“CRO”)

       In 2000, the Company began a Phase IIb clinical trial for Acapodene for the reduction in the incidence of prostate cancer in men with high grade PIN. The last patient is scheduled to complete the trial in May 2004. The Company incurred expenses related to the Phase IIb clinical trial for the years ended December 31, 2000, 2001 and 2002 of approximately $1,290, $2,299 and $2,802, respectively, and approximately $6,391 from inception to December 31, 2002. The Company has specified rights to terminate the clinical trial and pay the CROs for fees incurred for the clinical trial not yet reimbursed by the Company.

       In 2002, the Company began two additional Phase II clinical trials for Acapodene. These Phase II clinical trials are expected to be completed in 2003. The Company incurred expenses related to the Phase II clinical trials for the year ended December 31, 2002 of approximately $680, which was included in research and development costs in the Company’s Statements of Operations. The Company estimates the total cost of these clinical trials to be approximately $936.

       In 2002, the Company completed a Phase I clinical trial for Andarine. The Company incurred expenses related to the clinical trial for the year ended December 31, 2002 of approximately $370, which was included in research and development costs in the Company’s Statements of Operations.

F-17

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NOTES TO FINANCIAL STATEMENTS — (Continued)

License and Supply Agreement

       In 2000, the Company entered into a license and supply agreement with Orion Corporation for one of the Company’s products. Under the terms of the agreement, the Company paid an initial license fee of $400 and is required to make future sublicense fee payments in the event the Company grants a sublicense under the licensed patents and future royalty payments in the event the Company sells products developed from the licensed patents.

9.     Income Taxes

       Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

       The principal components of the Company’s net deferred income taxes consist of the following:

				December 31,
				2002				2001
Deferred income tax assets:
	Net operating loss carryforwards			$	9,134			$	4,906
	Research credits				783				390
	Cash basis method				496				84
		Total deferred tax assets			10,413				5,380
Deferred income tax liabilities:
	Depreciation				50				31
		Total deferred tax liabilities			50				31
Net deferred income tax assets					10,363				5,349
Valuation allowance					(10,363	)			(5,349	)
				$	—			$	—

       At December 31, 2002, the Company has net operating loss carryforwards of approximately $23,420, which expire for federal purposes from 2020 through 2022 and for state purposes from 2015 to 2017, and research credits, which expire from 2013 through 2022. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to an ownership change as provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

10.     Operating Leases

       The Company leases laboratory facilities and office space pursuant to leases accounted for as operating leases. Rent expense was approximately $34, $155, $170 and $401 for the years ended December 31, 2000, December 31, 2001, December 31, 2002, and from inception to December 31, 2002, respectively.

11.     Stock Option Plans

       In 1999, 2000, 2001 and 2002, the Company adopted the Genotherapeutics, Inc. Stock Option Plan (“1999 Plan”), the GTx, Inc. 2000 Stock Option Plan (“2000 Plan”), the GTx, Inc. 2001 Stock

F-18

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Option Plan (“2001 Plan”) and the GTx, Inc. 2002 Stock Option Plan (“2002 Plan”), respectively (collectively, the “Plans”). The Plans provide for the Company to issue options to directors, officers and employees of the Company. The options are granted with an exercise price per share as determined by the Board of Directors. The exercise price per share will not be less than the fair market value of the stock on the date of grant. The Board of Directors cannot issue more than 3,000 options under the 1999 Plan, 12,750 options under the 2000 Plan, 35,150 options under the 2001 Plan and 100,000 options under the 2002 Plan in the aggregate at any time. The options generally vest one-third on the third anniversary, one-third on the fourth anniversary, and one-third on the fifth anniversary of the grant date. However, 15,000 of the 2001 options vest one-fifth per year beginning on the first anniversary of the date the options were granted. All options expire no later than the tenth anniversary of the grant date. In the event of a change in control of the Company, all stock options will become fully vested and be converted to cash, options or stock of equivalent value. None of the Company’s stock options were exercisable at December 31, 2001 or 2000. At December 31, 2002, 4,000 of the Company’s stock options were exercisable.

       The following is a summary of option transactions:

							Weighted
							Average
							Exercise Price
			Options				Per Share
Balances at December 31, 1997 and 1998				—
	Options granted			3,000			$	8.00
Balances at December 31, 1999				3,000				8.00
	Options granted			12,750				19.00
Balances at December 31, 2000				15,750				16.90
	Options granted			28,450				57.66
	Options forfeited			(5,500	)			22.51
Balances at December 31, 2001				38,700				46.07
	Options granted			5,500				58.07
	Options forfeited			(1,450	)			31.00
Balances at December 31, 2002				42,750				48.12
	Options granted (unaudited)			3,000				53.00
Balances at June 30, 2003 (unaudited)				45,750			$	48.44

       The following table summarizes information about stock options outstanding at December 31, 2002:

						Weighted
						Average
						Remaining				Weighted
		Options				Contractual Life				Average				Options
Exercise Price		Outstanding				(years)				Exercise Price				Exercisable
$ 8.00			3,000				6.92			$	8.00				1,000
19.00			6,750				7.92				19.00				—
57.66			32,750				8.91				57.66				3,000
66.76			250				9.58				66.76				—
			42,750				8.62			$	48.12				4,000

F-19

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NOTES TO FINANCIAL STATEMENTS — (Continued)

       The Company accounts for its Plans in accordance with APB Opinion No. 25. The Company has not recognized compensation expense for stock options because the exercise price of the stock options equals or exceeds the market price of the underlying stock on the date of grant, which is the measurement date. If the alternative method of accounting for stock incentive plans prescribed by SFAS No. 123 had been followed, the Company’s net loss would have increased by approximately, $5, $38, and $116 for the years ended December 31, 2000, 2001, and 2002, respectively. The pro forma disclosures may not be representative of that to be expected in future years. The weighted average fair value of options granted was determined using the minimum value option pricing model assuming no expected dividends, a risk-free interest rate of 6.0% and a weighted average expected life of 10 years for the 1999 and 2000 grants, a risk-free interest rate of 4.24% and a weighted average expected life of 8 years for the 2001 grants, and a risk-free interest rate of 4.99% and a weighted average expected life of 8 years for the 2002 grants. The weighted average grant date fair value of options granted were $6.95, $13.91, and $14.67 for the years ended December 31, 2000, December 31, 2001, and December 31, 2002, respectively.

12.     Employee Benefit Plan

       In 2000, the Company established a 401(k) retirement savings plan that is available to all regular employees who have reached age 21. The plan is intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended. The plan provides that each participant may contribute up to 15% of their pre-tax compensation (up to a statutory limit, which was $11 in calendar year 2002). Employee contributions are held in the employees’ name and invested by the plan’s trustee. The plan also permits the Company to make matching contributions, subject to established limits. To date, the Company has not made any matching contributions to the plan on behalf of participating employees.

13.     Subsequent Events

Issuance of Series E

       On August 7, 2003, the Company authorized 450,000 shares and issued 329,536 shares of Series E at a purchase price of $60.692 per share resulting in gross cash proceeds of $20,000. The Company incurred issuance costs of $14 related to this series. Upon the issuance of Series E, the default provisions of all outstanding preferred stock were amended. If for any reason the Company defaults on its obligation to pay all or any portion of the redemption price, then the unpaid principal portion will bear interest at the greater of the prime rate plus 4% or 8%. Series E has similar terms to the other series of preferred stock. As a result of the issuance of Series E, the conversion price of the Series D was reduced to $65.894 per share as a result of the anti-dilution provisions of the Company’s certificate of incorporation.

Initial Public Offering

       In October 2003, the Board of Directors authorized the Company to file a Registration Statement with the Securities and Exchange Commission (“SEC”) permitting the Company to sell shares of common stock in an initial public offering (“IPO”). If the IPO is consummated as presently anticipated, all shares of the Series A, Series A-2, Series B, Series B-2, Series C and Series E preferred stock will automatically convert into shares of common stock at a 1-for-1 conversion ratio and all shares of the Series D preferred stock will automatically convert into shares of common stock at a 1.013-for-1 conversion ratio. The unaudited pro forma stockholders’ equity at June 30, 2003 reflects the conversion of the Series A, Series A-2, Series B, Series B-2, Series C and Series D

F-20

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NOTES TO FINANCIAL STATEMENTS — (Continued)

preferred stock and accrued dividends into 981,681 shares of the common stock as if conversion had occurred as of June 30, 2003.

       Based on the Company’s outstanding shares as of August 31, 2003, if the initial public offering is closed under the terms presently anticipated, all of the cumulative redeemable convertible preferred stock outstanding will automatically convert into approximately 1,322,944 shares of common stock on August 31, 2003.

Issuance of Stock Options

       On May 21, 2003, the Company issued 3,000 stock options under the 2001 stock option plan. The shares were issued at an exercise price of $53.00 a share. The shares vest one-third on the third anniversary, one-third on the fourth anniversary and one-third on the fifth anniversary of the grant date. The weighted average fair value of options granted was $14.48. The weighted average fair value was determined using the minimum value option pricing model assuming no expected dividends, a risk-free interest rate of 3.15% and a weighted average expected life of 8 years.

       On August 1, 2003, the Company issued 22,000 stock options under the 2002 stock option plan. The shares were issued at an exercise price of $53.00 a share. The shares vest one-third on the third anniversary, one-third on the fourth anniversary and one-third on the fifth anniversary of the grant date. The weighted average fair value of options granted was $14.91. The weighted average fair value was determined using the minimum value option pricing model assuming no expected dividends, a risk-free interest rate of 4.36% and a weighted average expected life of 8 years.

       On September 1, 2003, the Company issued 28,000 stock options under the 2002 stock option plan. The shares were issued at an exercise price of $53.00 a share. The shares vest one-third on the third anniversary, one-third on the fourth anniversary and one-third on the fifth anniversary of the grant date. The weighted average fair value of options granted was $15.12. The weighted average fair value was determined using the minimum value option pricing model assuming no expected dividends, a risk-free interest rate of 4.36% and a weighted average expected life of 8 years.

Reincorporation

       In September 2003, the Company formed a wholly-owned subsidiary of the Company in the State of Delaware. Prior to the completion of the proposed initial public offering, the Company will merge into the subsidiary to effect a reincorporation into the State of Delaware.

F-21

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      No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

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TABLE OF CONTENTS

		Page
Prospectus Summary			1
Risk Factors			7
Special Note Regarding Forward-Looking Statements			27
Use of Proceeds			28
Dividend Policy			28
Capitalization			29
Dilution			30
Selected Financial Data			32
Management’s Discussion and Analysis of Financial Condition and Results of Operations			34
Business			43
Management			64
Certain Relationships and Related Transactions			78
Principal Stockholders			80
Description of Capital Stock			82
Shares Eligible For Future Sale			85
Underwriting			87
Validity of the Common Stock			89
Experts			89
Where You Can Find More Information			89
Index to Financial Statements			F-1

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      Through and including                     , 2003 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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                                          Shares

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Goldman, Sachs & Co.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.     Other Expenses of Issuance and Distribution

       The following table sets forth the costs and expenses to be paid by us in connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the SEC registration fee, the NASD filing fee and the Nasdaq National Market filing fee.

		Amount to be Paid
SEC registration fee		$	6,977
NASD filing fee			9,125
Nasdaq National Market filing fee			*
Printing and engraving expenses			*
Blue sky qualification fees and expenses			*
Accounting fees and expenses			*
Legal fees and expenses			*
Transfer agent and registrar fees			*
Miscellaneous expenses			*
Total		$	*

*	To be provided by amendment.

Item 14.     Indemnification of Directors and Officers

       Our certificate of incorporation, which will become effective upon the completion of this offering, contains provisions permitted under Delaware law relating to the liability of directors. These provisions eliminate a director’s personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving wrongful acts, such as:

	•	any breach of the director’s duty of loyalty to us or our stockholders;
	•	any act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
	•	any act related to unlawful stock repurchases, redemptions or other distribution or payments of dividends; or
	•	any transaction from which the director derived an improper personal benefit.

       These provisions do not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws.

       As permitted by Section 145 of the Delaware General Corporation Law, our bylaws, which will become effective upon the closing of this offering, require us to indemnify our directors and executive officers to the fullest extent not prohibited by the Delaware law. We may limit the extent of such indemnification by individual contracts with our directors and executive officers. Further, we may decline to indemnify any director or executive officer in connection with any proceeding initiated by such person or any proceeding by such person against us or our directors, officers, employees or other agents, unless such indemnification is expressly required to be made by law or the proceeding was authorized by our Board of Directors.

       We have entered into indemnity agreements with each of our current directors and certain of our executive officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our certificate of incorporation and bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving

II-1

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       We have the power to indemnify our other officers, employees and other agents, as permitted by Delaware law, but we are not required to do so.

       The Registrant maintains a directors’ and officers’ insurance and registrant reimbursement policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses the registrant for those losses for which the registrant has lawfully indemnified the directors and officers. The policy contains various exclusions, none of which apply to this offering.

       Reference is made to the following documents filed as exhibits to this registration statement regarding relevant indemnification provisions described above and elsewhere herein:

Exhibit Document		Number
Form of Underwriting Agreement			1.1
Amended and Restated Certificate of Incorporation			3.3
Amended and Restated Bylaws			3.4
Registration Rights Agreement with Oracle Partners, L.P.			4.3
Registration Rights Agreement with J.R. Hyde, III			4.4
Registration Rights Agreement with Memphis Biomed Ventures I, L.P.			4.5
Form of Indemnification Agreement			10.12

Item 15.     Recent Sales of Unregistered Securities

       1. In July 2000, we issued and sold an aggregate of 277,500 shares of our 8% Series B Cumulative Convertible Preferred Stock to one accredited investor at $18.018 per share, for an aggregate offering price of $4,999,995.

       2. In October 2001, we issued and sold an aggregate of 260,154 shares of our 8% Series C Cumulative Convertible Preferred Stock to three accredited investors at $57.658 per share, for an aggregate offering price of $14,999,959.

       3. In July 2002, we issued and sold an aggregate of 164,765 shares of our 8% Series D Cumulative Convertible Preferred Stock to four accredited investors at $66.762 per share for an aggregate offering price of $11,000,041.

       4. In August 2003, we issued and sold an aggregate of 329,536 shares of our 8% Series E Cumulative Convertible Preferred Stock to 11 accredited investors at $60.692 per share for an aggregate offering price of $20,000,199.

       We claimed exemption from registration under the Securities Act for the sales and issuances of securities in the transactions described in paragraphs (1) through (3) above by virtue of Section 4(2) of the Securities Act in that such sales and issuances did not involve a public offering. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

       We claimed exemption from registration under the Securities Act for the sales and issuances of securities in the transactions described in paragraph (4) by virtue of Section 4(2) of the Securities Act and Rule 506 of Regulation D. Such sales and issuances did not involve any public offering, were made without general solicitation or advertising and each purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment and represented to us that the shares were being acquired for investment.

II-2

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Item 16.	Exhibits and Financial Statement Schedules

	(a)	Exhibits

Number				Description
	1	.1*		Underwriting Agreement
	3	.1		Certificate of Incorporation of GTx, Inc.
	3	.2		Bylaws of GTx, Inc.
	3	.3*		Form of Amended and Restated Certificate of Incorporation of GTx, Inc. to be effective upon completion of this offering
	3	.4*		Form of Amended and Restated Bylaws of GTx, Inc. to become effective upon completion of this offering
	3	.5		Second Amended and Restated Voting and Shareholder Agreement dated August 7, 2003
	4	.1		Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
	4	.2*		Specimen of Common Stock Certificate
	4	.3		Amended and Restated Registration Rights Agreement between Registrant and Oracle Partners, L.P. dated August 7, 2003
	4	.4		Amended and Restated Registration Rights Agreement between Registrant and J. R. Hyde, III dated August 7, 2003
	4	.5		Amended and Restated Registration Rights Agreement between Registrant and Memphis Biomed Ventures dated August 7, 2003
	5	.1*		Opinion of Cooley Godward LLP
	10	.1		Genotherapeutics, Inc. 1999 Stock Option Plan
	10	.2		GTx, Inc. 2000 Stock Option Plan
	10	.3		GTx, Inc. 2001 Stock Option Plan
	10	.4		GTx, Inc. 2002 Stock Option Plan
	10	.5*		2003 Equity Incentive Plan and Form of Stock Option Agreement
	10	.6*		2003 Non-Employee Directors’ Stock Option Plan and Form of Stock Option Agreement
	10	.7*		2003 Employee Stock Purchase Plan
	10	.8		Employment Agreement dated October 1, 2003, between Registrant and Mitchell S. Steiner, M.D.
	10	.9		Employment Agreement dated October 1, 2003, between Registrant and Marc S. Hanover
	10	.10		Employment Agreement dated October 1, 2003, between Registrant and Mark E. Mosteller
	10	.11		Employment Agreement dated October 1, 2003, between Registrant and Henry P. Doggrell
	10	.12*		Form of Indemnification Agreement
	10	.13		Lease Agreement, dated March 7, 2001, between The University of Tennessee and TriStar Enterprises, Inc.
	10	.14		Sublease Agreement dated October 1, 2000, as amended, between Registrant and TriStar Enterprises, Inc.
	10	.15†		Amended and Restated License and Supply Agreement dated October 22, 2001, between Registrant and Orion Corporation
	10	.16†		Amendment No. 1 to the License and Supply Agreement dated March 5, 2003, between Registrant and Orion Corporation
	10	.17†		Production and Manufacturing Agreement dated September 9, 2002, between Registrant and ChemSyn Laboratories (Department of EaglePicher Technologies, LLC)

II-3

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Number				Description
	10	.18†		Amendment No. 1 to the Production and Manufacturing Agreement dated September 30, 2003, between Registrant and ChemSyn Laboratories (Department of EaglePicher Technologies, LLC)
	10	.19†		Quotation Agreement dated August 8, 2003 between Registrant and EaglePicher Pharmaceutical Services
	10	.20†		Amended and Restated Exclusive License Agreement dated June 3, 2002, between Registrant and University of Tennessee Research Foundation
	10	.21†		Amended and Restated Exclusive License Agreement dated June 14, 2002, between Registrant and University of Tennessee Research Foundation
	10	.22†		Amended and Restated Exclusive License Agreement dated August 30, 2002, between Registrant and University of Tennessee Research Foundation
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Cooley Godward LLP (included in Exhibit 5.1)
	24	.1		Power of attorney. Reference is made to the signature page.

*	To be filed by amendment.

†	Confidential treatment requested. The redacted portions have been filed separately with the SEC as required by Rule 406 of Regulation C.

Item 17.     Undertakings

       The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

       Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

       The undersigned Registrant hereby undertakes that:

	(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

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SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended, GTx, Inc. has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on the 14th day of October, 2003.

	GTX, INC.

	By:	/s/ MITCHELL S. STEINER

	Mitchell S. Steiner, M.D., F.A.C.S.
	Chief Executive Officer

POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Mitchell S. Steiner and Mr. Marc S. Hanover, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by the registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature				Title		Date
/s/ MITCHELL S. STEINER Mitchell S. Steiner, M.D., F.A.C.S.				Chief Executive Officer, Vice-Chairman and Director		October 14, 2003
/s/ MARK E. MOSTELLER Mark E. Mosteller				Chief Financial Officer		October 14, 2003
/s/ J. R. HYDE, III J.R. Hyde, III				Chairman of the Board of Directors		October 14, 2003
/s/ MARC S. HANOVER Marc S. Hanover				Director		October 14, 2003

II-5

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Signature				Title		Date
/s/ JOHN H. PONTIUS John H. Pontius				Director		October 14, 2003
/s/ ROSEMARY MAZANET Rosemary Mazanet, M.D., Ph.D.				Director		October 14, 2003

II-6

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EXHIBIT INDEX

Number						Description
	1.1*					Underwriting Agreement
	3.1					Certificate of Incorporation of GTx, Inc.
	3.2					Bylaws of GTx, Inc.
	3.3*					Form of Amended and Restated Certificate of Incorporation of GTx, Inc. to be effective upon completion of this offering
	3.4*					Form of Amended and Restated Bylaws of GTx, Inc. to become effective upon completion of this offering
	3.5					Second Amended and Restated Voting and Shareholder Agreement dated August 7, 2003
	4.1					Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
	4.2*					Specimen of Common Stock Certificate
	4.3					Amended and Restated Registration Rights Agreement between Registrant and Oracle Partners, L.P. dated August 7, 2003
	4.4					Amended and Restated Registration Rights Agreement between Registrant and J. R. Hyde, III dated August 7, 2003
	4.5					Amended and Restated Registration Rights Agreement between Registrant and Memphis Biomed Ventures dated August 7, 2003
	5.1*					Opinion of Cooley Godward LLP
	10.1					Genotherapeutics, Inc. 1999 Stock Option Plan
	10.2					GTx, Inc. 2000 Stock Option Plan
	10.3					GTx, Inc. 2001 Stock Option Plan
	10.4					GTx, Inc. 2002 Stock Option Plan
	10.5*					2003 Equity Incentive Plan and Form of Stock Option Agreement
	10.6*					2003 Non-Employee Directors’ Stock Option Plan and Form of Stock Option Agreement
	10.7*					2003 Employee Stock Purchase Plan
	10.8					Employment Agreement dated October 1, 2003, between Registrant and Mitchell S. Steiner, M.D.
	10.9					Employment Agreement dated October 1, 2003, between Registrant and Marc S. Hanover
	10.10					Employment Agreement dated October 1, 2003, between Registrant and Mark E. Mosteller
	10.11					Employment Agreement dated October 1, 2003, between Registrant and Henry P. Doggrell
	10.12*					Form of Indemnification Agreement
	10.13					Lease Agreement, dated March 7, 2001, between The University of Tennessee and TriStar Enterprises, Inc.
	10.14					Sublease Agreement dated October 1, 2000, as amended, between Registrant and TriStar Enterprises, Inc.
	10.15†					Amended and Restated License and Supply Agreement dated October 22, 2001, between Registrant and Orion Corporation
	10.16†					Amendment No. 1 to the License and Supply Agreement dated March 5, 2003, between Registrant and Orion Corporation
	10.17†					Production and Manufacturing Agreement dated September 9, 2002, between Registrant and ChemSyn Laboratories (Department of EaglePicher Technologies, LLC)
	10.18†					Amendment No. 1 to the Production and Manufacturing Agreement dated September 30, 2003, between Registrant and ChemSyn Laboratories (Department of EaglePicher Technologies, LLC)

---

 

Number						Description
	10.19†					Quotation Agreement dated August 8, 2003 between Registrant and EaglePicher Pharmaceutical Services
	10.20†					Amended and Restated Exclusive License Agreement dated June 3, 2002, between Registrant and University of Tennessee Research Foundation
	10.21†					Amended and Restated Exclusive License Agreement dated June 14, 2002, between Registrant and University of Tennessee Research Foundation
	10.22†					Amended and Restated Exclusive License Agreement dated August 30, 2002, between Registrant and University of Tennessee Research Foundation
	23.1					Consent of Ernst & Young LLP
	23.2*					Consent of Cooley Godward LLP (included in Exhibit 5.1)
	24.1					Power of Attorney. Reference is made to the signature page.

---

*	To be filed by amendment.

†	Confidential treatment requested. The redacted portions have been filed separately with the SEC as required by Rule 406 of Regulation C.

                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                                    GTX, INC.

      The undersigned natural person, acting as an incorporator of a corporation
under the Delaware General Corporation Law, hereby adopts the following
Certificate of Incorporation for such corporation:

      FIRST: The name of the corporation is GTx, Inc.

      SECOND: The address of its registered office in the State of Delaware is
2711 Centerville Road, Suite 400 in the city of Wilmington, County of New
Castle, Delaware 19808. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

      THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

      FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is one hundred (100) shares of Common Stock, par value
$0.001 per share.

      FIFTH: The name and mailing address of the sole incorporator are as
follows:

                        Robert J. DelPriore
                        Bass, Berry & Sims PLC
                        100 Peabody Place, Suite 900
                        Memphis, Tennessee 38103

      SIXTH: The corporation is to have perpetual existence.

      SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
make, alter or repeal the bylaws of the corporation.

      EIGHTH: To the fullest extent permitted by the Delaware General
Corporation Law, as the same now exists or may hereafter be amended, a director
of the corporation shall not be liable to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE EIGHTH shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

      NINTH: The corporation shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by the Delaware General Corporation
Law.

      TENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.


                                       1

      I, Robert J. DelPriore, being the incorporator herein before named, for
the purpose of forming a corporation pursuant to the Delaware General
Corporation Law, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 4th day of September, 2003.

                                        /s/ Robert J. DelPriore
                                        Robert J. DelPriore, Sole Incorporator


                                       2

                                                                     EXHIBIT 3.2


                                     BYLAWS
                                       OF
                                    GTX, INC.
                               (the "Corporation")

                                   ARTICLE I.
                                     OFFICES

      The Corporation may have such offices, either within or without the State
of Delaware, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

                                   ARTICLE II.
                                  STOCKHOLDERS

      2.1   Annual Meeting. An annual meeting of the stockholders of the
Corporation shall be held on the 1st day of June of each year, or on such other
date as may be determined by the Board of Directors. The business to be
transacted at such meeting shall be the election of directors and such other
business as shall be properly brought before the meeting.

      2.2   Special Meetings. The Corporation shall hold a special meeting of
stockholders only in the event of a call by the Board of Directors, the Chief
Executive Officer, the President or the Chief Financial Officer of the
Corporation or (b) the holders of at least fifty percent (50%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meting sign, date, and deliver to the Corporation's Secretary one or
more written demands for the meeting describing the purpose or purposes for
which it is to be held, including all statements necessary to make any statement
of such purpose not incomplete, false or misleading. Only business within the
purpose or purposes described in the meeting notice may be conducted at a
special stockholders' meeting.

      2.3   Place of Meetings. The Board of Directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual meeting or for any special meeting. If no place is fixed by the Board of
Directors, the meeting shall be held at the principal office of the Corporation.

      2.4   Notice of Meetings; Adjournment; and Waiver.

            (a)   Notice. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided in the DGCL, the written notice shall be given not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, notice is given when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on

the records of the corporation. An affidavit of the secretary or an assistant
secretary or of the transfer agent of the corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

            (b)   Adjournment. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business that might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

            (c)   Waiver. Whenever notice is required to be given under any
provision of the DGCL, the certificate of incorporation or these bylaws, a
written waiver, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or the bylaws.

            (d)   Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than 60 nor less than 10 days before the date of such meeting. If no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

      2.5   Stockholders' List. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.


                                       2

      2.6   Quorum and Required Vote. A majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at a
meeting of stockholders. In all matters other than the election of directors,
the affirmative vote of the majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Subject to the right of any series of
preferred stock, Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Where a separate vote by a class or series or
classes or series is required, a majority of the outstanding shares of such
class or series or classes or series, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and the affirmative vote of the majority of such class or series or
classes or series present in person or represented by proxy at the meeting shall
be the act of such class or series or classes or series.

      2.7   Voting of Stocks. Unless otherwise required by the Certificate of
Incorporation, each stockholder shall be entitled to 1 vote for each share of
capital stock held by such stockholder.

      2.8   Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after 3
years from its date, unless the proxy provides for a longer period.

      2.9   Consent of Stockholders in Lieu of Meeting. Any action required by
the DGCL to be taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting of stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.

      Each written consent shall bear the date of signature of each stockholder
who signs the consent, and no written consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the earliest
dated consent delivered in the manner required by this section to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the Corporation having custody of the book in which proceedings of meeting of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by


                                       3

a sufficient number of holders to take the action were delivered to the
Corporation as provided herein. In the event that the action which is consented
to is such as would have required the filing of a certificate under the DGCL, if
such action had been voted on by stockholders at a meeting thereof, the
certificate filed shall state, in lieu of any statement required concerning any
vote of stockholders, that written consent has been given in accordance with the
DGCL.

      2.10  Presiding Officer and Secretary. At every meeting of the
stockholders, the Chairman of the Board, if there be one, shall conduct the
meeting or, in the case of vacancy in office or absence of the Chairman of the
Board, one of the following officers present shall conduct the meeting in the
order stated: the President, Vice Presidents in their order of rank and
seniority, or a chairman chosen by the stockholders entitled to cast a majority
of the votes which all stockholders present in person or by proxy are entitled
to cast, shall act as chairman, and the Secretary or, in his absence, an
assistant secretary, or in the absence of both the Secretary and assistant
secretaries a person appointed by the chairman of the meeting shall act as
secretary of the meeting.

                                  ARTICLE III.
                                    DIRECTORS

      3.1   Powers and Duties. All corporate powers shall be exercised by or
under the authority of and the business and affairs of the Corporation managed
under the direction of the Board of Directors.

      3.2   Number and Term. The Board of Directors shall consist of no less
than one (1) and no more than fifteen (15) members. The exact number of
directors, within the minimum and maximum, or the range for the size of the
Board of Directors, or whether the size of the Board of Directors shall be fixed
or variable shall be determined from time to time by majority vote of the Board
of Directors. However, the number of directors shall never be less than the
minimum number required by the DGCL. A director need not be a stockholder.
Directors shall initially be appointed by the incorporator and shall stand for
re-election at the first annual stockholders' meeting and each annual meeting
thereafter. The term of directors appointed by the incorporator shall expire at
the first annual meeting of stockholders. The term of directors elected by the
stockholders shall expire at the first annual meeting of stockholders occurring
after the election of such directors. Despite the expiration of a director's
term, he shall continue to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors.

      3.3   Meetings; Notice. The Board of Directors may hold regular and
special meetings either within or without the State of Delaware. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.


                                       4

            (a)   Annual Meetings. The annual meeting of the Board of Directors
shall be held immediately following the stockholders' meeting and may be held
without notice of the date, time, place or purpose of the meeting.

            (b)   Regular Meetings. Regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting.

            (c)   Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if any, the Chief Executive Officer,
President or any two (2) directors. Special meetings must be preceded by at
least twenty-four (24) hours' notice of the date, time and place of the meeting
but need not describe the purpose of such meeting.

            (d)   Adjourned Meetings. Notice of an adjourned meeting need not be
given if the time and place to which the meeting is adjourned are fixed at the
meeting at which the adjournment is taken, and if the period of adjournment does
not exceed one (1) month in any one (1) adjournment.

            (e)   Waiver of Notice. A director may waive any required notice
before or after the date and time stated in the notice. Except as provided in
the next sentence, the waiver must be in writing, signed by the director and
filed with the minutes or corporate records. A director's attendance at or
participation in a meeting waives any required notice to him of such meeting
unless the director at the beginning of the meeting (or promptly upon his
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

      3.4   Quorum. A quorum of the Board of Directors consists of a majority of
the fixed number of directors if the Corporation has a fixed board size or a
majority of the number of directors prescribed, or if no number is prescribed,
the number in office immediately before the meeting begins, if the Corporation
has a variable range board.

      3.5   Voting. If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the Board of Directors,
unless the DGCL, the Certificate of Incorporation or these Bylaws require the
vote of a greater number of directors. A director who is present at a meeting of
the Board of Directors when corporate action is taken is deemed to have assented
to such action unless:

                  (i)   he objects at the beginning of the meeting (or promptly
upon his arrival) to holding the meeting or transacting business at the meeting;

                  (ii)  his dissent or abstention from the action taken is
entered in the minutes of the meeting; or

                  (iii) he delivers written notice of his dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
Corporation immediately after adjournment of the meeting. The right of dissent
or abstention is not available to a director who votes in favor of the action
taken.


                                       5

      3.6   Action Without Meeting. Any action required or permitted to be taken
at a Board of Directors meeting may be taken without a meeting if all members of
the Board of Directors consent thereto in writing, and the writing or writings
are filed with the minutes of the proceedings of the Board of Directors. Action
taken by consent is effective when the last director signs the consent, unless
the consent specifies a different effective date.

      3.7   Compensation. Directors shall be entitled to such reasonable
compensation for their services as directors as shall be fixed from time to time
by the Board of Directors, and shall also be entitled to reimbursement for any
reasonable expenses incurred in attending meetings of the Board of Directors.
Any director receiving such compensation shall not be barred from serving the
Corporation in any other capacity and receiving reasonable compensation for such
other services.

      3.8   Resignation. A director may resign at any time by delivering written
notice to the Board of Directors, President or to the Corporation. A resignation
is effective when the notice is delivered unless the notice specifies a later
effective date.

      3.9   Vacancies. Subject to applicable law, and unless the Board of
Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly
created directorships resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors. The
directors chosen to fill vacancies shall hold office for a term expiring at the
end of the next annual meeting of stockholders.

      3.10  Removal of Directors. Any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote in an election of directors.


                                   ARTICLE IV.
                                   COMMITTEES

      The Board of Directors may create one or more committees, each consisting
of one or more members. To the extent permitted by the DGCL and specified by the
Board of Directors, each committee may exercise the authority of the Board of
Directors. All such committees and their members shall be governed by the same
requirements regarding meetings, action without meetings, notice and waiver of
notice, compensation, quorum and voting requirements, and removal as are
applicable to the Board of Directors and its members as more fully described in
Article III above.


                                       6

                                   ARTICLE V.
                                    OFFICERS

      5.1   Number. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chief Executive Officer, President, Chief Financial
Officer, General Counsel and Secretary. The Board of Directors may also appoint
one or more Vice Presidents, a Treasurer, and such other officers in accordance
with the provisions of Section 5.5(h) of this Article V. Any number of offices
may be held by the same person, except as otherwise set forth in the DGCL.
Except as otherwise set forth herein, officers may, but need not, be directors
or stockholders of the Corporation. The Board of Directors may elect from among
the members of the Board a Chairman of the Board who may be an officer of the
Corporation if so designated by the Board. All officers elected by the Board of
Directors shall each have such powers and duties as generally pertain to their
respective offices, subject to the specific provisions of this Article 5. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Board of Directors or by any committee hereof.

      5.2   Appointment. The principal officers shall be appointed annually by
the Board of Directors at the first meeting of the Board following the annual
meeting of the stockholders, or as soon thereafter as is conveniently possible.
Subject to the terms of any employment or similar agreement to the contrary,
each officer shall serve at the pleasure of the Board of Directors and until his
successor shall have been appointed, or until his death, resignation or removal.

      5.3   Resignation and Removal. An officer may resign at any time by
delivering notice to the Corporation. Such resignation is effective when such
notice is delivered unless such notice specifies a later effective date. An
officer's resignation does not affect the Corporation's contract rights, if any,
with the officer.

      The Board of Directors may remove any officer at any time with or without
cause, but such removal shall not prejudice the contract rights, if any, of the
person so removed.

      5.4   Vacancies. Any vacancy in an office for any cause may be filled for
the unexpired portion of the term by the Board of Directors.

      5.5   Duties.

            (a)   The Chairman and Vice Chairman of the Board. The Chairman of
the Board, if there be one, or in the absence of the Chairman, the Vice Chairman
of the Board, if there be one, shall preside at all meetings of the shareholders
and of the Board of Directors, and shall perform such other duties as may from
time to time be assigned to them by the Board of Directors. To be eligible to
serve, the Chairman of the Board and the Vice Chairman must be directors of the
Corporation.

            (b)   The Chief Executive Officer. The Chief Executive Officer shall
have responsibility for implementation of the policies of the Corporation, as
determined and directed by the Board of Directors and for the administration of
the business affairs of the Corporation.


                                       7

            (c)   The President. The President shall have responsibility for
general supervision over the business, operations and affairs of the
Corporation, subject, however, to the supervision by the Chief Executive Officer
(if other than the President) and control of the Board of Directors. The
President shall, in general, perform all duties incident to the officer of
president, and such other duties as from time to time may be assigned by the
Chief Executive Officer and/or Board of Directors.

            (d)   The Chief Financial Officer. The Chief Financial Officer will
have responsibility for the financial affairs of the Corporation, including the
financing of the Corporation's business, accounting for its assets, liabilities
and operations, and the implementation and maintenance of internal accounting
controls, subject to direction and control by the Chief Executive Officer,
President and the Board of Directors (including any audit committee).

            (e)   General Counsel. The General Counsel shall serve as the
Corporation's primary in-house legal counsel and shall discharge such other
duties as may from time to time be assigned by the Board of Directors, the Chief
Executive Officer or the President.

            (f)   The Vice Presidents. The Vice Presidents shall perform such
duties as may from time to time be assigned to them by the Board of Directors or
by the President and Chief Executive Officer.

            (g)   The Secretary. The Secretary, or an Assistant Secretary, shall
attend all meetings of the stockholders and of the Board of Directors and shall
record the proceedings of the stockholders and of the directors and of
committees of the Board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the Corporation as required by law; if the Corporation has a seal, shall be the
custodian of the seal of the Corporation and see that it is affixed to all
documents to be executed on behalf of the Corporation under its seal, and, in
general, shall perform all duties incident to the office of secretary, and such
other duties as may from time to time be assigned by the Board of Directors, the
Chairman thereof, or the President.

            (h)   Other Officers. Other officers appointed by the Board of
Directors shall exercise such powers and perform such duties as may be delegated
to them.

            (i)   Delegation of Duties. In case of the absence or disability of
any officer of the Corporation or of any person authorized to act in his place,
the Board of Directors may from time to time delegate the powers and duties of
such officer to any officer, or any director, or any other person whom it may
select, during such period of absence or disability.

      5.6   Indemnification, Advancement of Expenses and Insurance.

            (a)   Indemnification and Advancement of Expenses. The Corporation
shall indemnify every person who is or was a party or is or was threatened to be
made a party to any action, suit or proceeding, whether civil, criminal,
administratively, or investigative, by reason of the fact that he or she is or
was a director or officer or is or was serving at the request of the


                                       8

Corporation as a director, officer, employee, agent or trustee of another
corporation or partnership, joint venture, trust, employee benefit plan, limited
liability company or other enterprise, including service on a committee formed
for any purpose (and, in each case, his or her heirs, executors, and
administrators), against all expenses, liability, and loss (including counsel
fees, judgments, fines, ERISA excise taxes, penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered in connection with such
action, suit or proceeding, to the fullest extent permitted by applicable law,
as in effect on the date hereof and as hereafter amended. Such indemnification
may include advancement of expenses in advance of final disposition of such
action, suit or proceeding, subject to the provisions of any applicable statute.
The Corporation may indemnify and advance expenses to any employee or agent of
the Corporation who is not a director or officer (and his heirs, executors and
administrators) to the same extent as to a director or officer, if the Board of
Directors determines that to do so is in the best interests of the Corporation.

            (b)   Non-Exclusivity of Rights. The indemnification and advancement
of expenses provisions of subsection (a) of this Section 5.6 shall not be
exclusive of any other right which any person (and his heirs, executors and
administrators) may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, provision of these Bylaws, resolution adopted
by the stockholders, resolution adopted by the Board of Directors, agreement,
insurance, purchased by the Corporation or otherwise, both as to action in his
official capacity and as to action in another capacity.

            (c)   Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any individual who is or was a director, officer,
employee or agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation's Board of Directors as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any expense, liability or loss
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under this Article or the DGCL.

                                   ARTICLE VI.
                                 SHARES OF STOCK

      6.1   Shares with or without Certificates. The Board of Directors may
authorize that some or all of the shares of any or all of the Corporation's
classes or series of stock be evidenced by a certificate or certificates of
stock. The Board of Directors may also authorize the issuance of some or all of
the shares of any or all of the Corporation's classes or series of stock without
certificates. The rights and obligations of stockholders with the same class
and/or series of stock shall be identical whether or not their shares are
represented by certificates.

            (a)   Stocks with Certificates. If the Board of Directors chooses to
issue shares of stock evidenced by a certificate or certificates, each
individual certificate shall include the following on its face: (i) the
Corporation's name, (ii) the fact that the Corporation is organized under the
laws of the State of Delaware, (iii) the name of the person to whom the
certificate is


                                       9

issued, (iv) the number of shares represented thereby, (v) the class of shares
and the designation of the series, if any, which the certificate represents, and
(vi) such other information as applicable law may require or as may be lawful.

            If the Corporation is authorized to issue different classes of
shares or different series within a class, the designations, relative rights,
preferences and limitations determined for each series (and the authority of the
Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall state on its front or back that the Corporation will furnish
the stockholder this information in writing, without charge, upon request.

            Each certificate of stock issued by the Corporation shall be signed
(either manually or in facsimile) by the President or a Vice President, and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer.
If the person who signed a certificate no longer holds office when the
certificate is issued, the certificate is nonetheless valid.

            (b)   Shares without Certificates. If the Board of Directors chooses
to issue shares of stock without certificates, the Corporation, if required by
the DGCL, shall, within a reasonable time after the issue or transfer of shares
without certificates, send the stockholder a written statement of the
information required on certificates by Section 6.1(a) of these Bylaws and any
other information required by the DGCL.

      6.2   Subscriptions for Shares. Subscriptions for shares of the
Corporation shall be valid only if they are in writing. Unless the subscription
agreement provides otherwise, subscriptions for shares, regardless of the time
when they are made, shall be paid in full at such time, or in such installments
and at such periods, as shall be determined by the Board of Directors. All calls
for payment on subscriptions shall be uniform as to all shares of the same class
or of the same series, unless the subscription agreement specifies otherwise.

      6.3   Transfers. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by (i) the holder
of record thereof, (ii) his legal representative, who, upon request of the
Corporation, shall furnish proper evidence of authority to transfer, or (iii)
his attorney, authorized by a power of attorney duly executed and filed with the
Secretary of the Corporation or a duly appointed transfer agent. Such transfers
shall be made only upon surrender, if applicable, of the certificate or
certificates for such stocks properly endorsed and with all taxes thereon paid.

      6.4   Lost, Destroyed or Stolen Certificates. No certificate for shares of
stock of the Corporation shall be issued in place of any certificate alleged to
have been lost, destroyed or stolen except on production of evidence,
satisfactory to the Board of Directors, of such loss, destruction or theft, and,
if the Board of Directors so requires, upon the furnishing of an indemnity bond
in such amount and with such terms and such surety as the Board of Directors may
in its discretion require.


                                       10

                                  ARTICLE VII.
                                CORPORATE ACTIONS

      7.1   Contracts. Unless otherwise required by the Board of Directors, the
President and Chief Executive Officer, the Chief Financial Officer and Secretary
or any Vice President shall execute contracts or other instruments on behalf of
and in the name of the Corporation. The Board of Directors may from time to time
authorize any other officer, assistant officer or agent to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation as it may deem appropriate, and such authority may be general or
confined to specific instances.

      7.2   Loans. No loans shall be contracted on behalf of the Corporation and
no evidence of indebtedness shall be issued in its name unless authorized by the
President or the Board of Directors. Such authority may be general or confined
to specific instances. With respect to any loan so authorized, the Board of
Directors may from time to time authorize any officer, assistant officer or
agent to enter into any contract or execute any instrument in the name of and on
behalf of the Corporation as it may deem appropriate, and such authority may be
general or confined to specific instances.

      7.3   Checks, Drafts, Etc. Unless otherwise required by the Board of
Directors, all checks, drafts, bills of exchange and other negotiable
instruments of the Corporation shall be signed by either President, the Chief
Financial Officer, a Vice President or such other officer, assistant officer or
agent of the Corporation as may be authorized so to do by the Board of
Directors. Such authority may be general or confined to specific business, and,
if so directed by the Board, the signatures of two or more such officers may be
required.

      7.4   Deposits. All funds of the Company not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks or
other depositories as the Board of Directors may authorize.

      7.5   Voting Securities Held by the Corporation. Unless otherwise required
by the Board of Directors, the President shall have full power and authority on
behalf of the Corporation to attend any meeting of security holders, or to take
action on written consent as a security holder, of other corporations in which
the Corporation may hold securities. In connection therewith, the President
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities which the Corporation possesses. The Board of
Directors may, from time to time, confer like powers upon any other person or
persons.

      7.6   Dividends. The Board of Directors may, from time to time, declare,
and the Corporation may pay, dividends on its outstanding stocks of capital
stock in the manner and upon the terms and conditions provided by applicable
law. The record date for the determination of stockholders entitled to receive
the payment of any dividend shall be determined by the Board of Directors, but
which in any event shall not be less than ten (10) days prior to the date of
such payment.


                                       11

                                  ARTICLE VIII.
                                   FISCAL YEAR

      The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall be the calendar year.

                                   ARTICLE IX.
                                 CORPORATE SEAL

      The Corporation shall not have a corporate seal.

                                   ARTICLE X.
                               AMENDMENT OF BYLAWS

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized from time to
time to make, adopt, alter, amend, supplement and repeal the Bylaws of the
Corporation in any respect, subject to the right of the stockholders entitled to
vote with respect thereto to adopt, alter, amend and repeal Bylaws made by the
Board of Directors; provided, however, that Bylaws shall not be made, adopted,
altered, amended or repealed by the stockholders of the Corporation except by
the vote of the holders of not less than sixty-six and two-thirds (66-2/3%) of
the outstanding stocks of stock of each class and series entitled to vote upon
such matter.

                                   ARTICLE XI.
                                     NOTICE

      Unless otherwise provided for in these Bylaws, all notices, claims,
demands and other communications hereunder shall be in writing and shall be
deemed given upon (a) confirmation of receipt of a facsimile transmission; (b)
confirmed delivery by a standard overnight carrier or when delivered by hand; or
(c) the expiration of two (2) business days after the day when mailed by
registered or certified mail (postage prepaid, return receipt requested),
addressed to such director or stockholder at his address as it appears on the
records of the Corporation.

                                         ATTEST:

                                          /s/ Henry P. Doggrell
                                         --------------------------------------
                                         Henry P. Doggrell
                                         Secretary


                                       12

                                                                     Exhibit 3.5

                     SECOND AMENDED AND RESTATED VOTING AND
                              SHAREHOLDER AGREEMENT

      THIS SECOND AMENDED AND RESTATED VOTING AND SHAREHOLDER AGREEMENT
("Agreement") made this 7th day of August, 2003, by and among all of the
shareholders of GTx, Inc., including holders of the Company's common stock and
preferred stock (such shareholders are sometimes individually referred to as a
"Shareholder" or collectively as the "Shareholders") and GTx, Inc., a Tennessee
corporation (the "Corporation").

                                    RECITALS

      A. The Shareholders collectively own 910,000 shares of the Corporation's
no par value per share common stock (the "Common Stock"), being all of the
issued and outstanding shares of the Common Stock; 200,000 shares, of the
Corporation's 8% Series A Cumulative Convertible Preferred Stock (the "Series A
Preferred Stock"), being all of the issued and outstanding shares of Series A
Preferred Stock; 277,500 shares of the Corporation's 8% Series B Cumulative
Convertible Preferred Stock (the "Series B Preferred Stock"), being all of the
issued and outstanding shares of Series B Preferred Stock; 260,154 shares of the
Corporation's 8% Series C Cumulative Convertible Preferred Stock (the "Series C
Preferred Stock"), being all of the issued and outstanding shares of Series C
Preferred Stock; 164,765 shares of the Corporation's 8% Series D Cumulative
Convertible Preferred Stock (the "Series D Preferred Stock"), being all of the
issued and outstanding shares of Series D Preferred Stock; and 329,536 shares of
the Corporation's 8% Series E Cumulative Convertible Preferred Stock (the
"Series E Preferred Stock"), being all of the issued and outstanding shares of
Series E Preferred Stock (collectively the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series
E Preferred Stock are hereafter referred to as the "Preferred Stock").

      B. In order to provide for continuity and harmony in the management and
policies of the Corporation, the Shareholders and the Corporation desire to
enter into an agreement (i) restricting the ability of the Shareholders to
dispose of the Common Stock and the Preferred Stock, (ii) to provide for the
purchase of the Common Stock and the Preferred Stock held by a Shareholder upon
the occurrence of certain events hereinafter set forth; and (iii) to confer upon
holders of the Preferred Stock certain rights more specifically set forth
herein.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree on
their own behalf and on behalf of their respective heirs, legal representatives,
successors and assigns as follows:

      1. Transferability. The Shareholders may not sell, transfer, assign,
pledge, hypothecate, give, or otherwise dispose of or transfer, whether
voluntary or involuntary, all, or any portion, of the Common Stock or the
Preferred Stock presently held, or hereafter acquired except to a Permitted
Transferee (as hereafter defined) or in accordance with the provisions of
Paragraph 4. For purposes of this Agreement, a "Permitted Transferee" shall be
affiliated entities under common control with the transferring Shareholder
entity or the spouse, children, lineal

descendants of the transferring Shareholder or a trust or other entity for the
benefit of such family members.

      2. Agreement of Transferees. Notwithstanding the provisions of Paragraph
1, legal or beneficial ownership of any shares of Common Stock or Preferred
Stock may not be transferred to, or acquired by, any person unless and until
such person has signed and delivered to the Secretary of the Corporation a
counterpart to this Agreement agreeing to join in and be bound by the provisions
hereof.

      3. Effect of Purported Transfer. No transfer of shares of Common Stock or
Preferred Stock in violation of this Agreement shall be of any force or effect,
and no such transfer shall be made or recorded on the books of the Corporation.
Each Shareholder agrees that monetary damages for violation of this Agreement is
not an adequate remedy, and, therefore, any transfer or threatened transfer in
violation of this Agreement may and should be enjoined. Any purported transfer
in violation of this Agreement will not affect the beneficial ownership of
shares of Common Stock or Preferred Stock and the Shareholder making the
purported transfer shall retain the right to vote and the right to receive
dividends and liquidation proceeds on or with respect to said shares of Common
Stock or Preferred Stock.

      4. Buy-Sell Provisions.

            4.01 Legal Proceedings Against The Shareholders.

                  (a) Prohibited Events. The parties agree that the interests of
      the Corporation and its Shareholders would be seriously affected by any
      sale or disposition of any shares of Common Stock or Preferred Stock by
      any legal or equitable proceedings against the Shareholders. Accordingly,
      it is hereby covenanted and agreed that in the event that (i) a
      Shareholder shall be adjudicated a bankrupt or make an assignment for the
      benefit of creditors, or (ii) bankruptcy, insolvency, reorganization,
      arrangement, debt adjustment, liquidation or receivership proceedings in
      which a Shareholder is alleged to be insolvent or unable to pay its debts
      as they mature are instituted by or against a Shareholder and, if
      instituted against a Shareholder, such Shareholder shall consent thereto
      or admit in writing the material allegations of the petitions filed in
      said proceedings, or said proceedings shall remain undismissed for sixty
      (60) days, or (iii) any of the shares of Common Stock or Preferred Stock
      of a Shareholder are attached, or (iv) any judgment is obtained in any
      legal or equitable proceedings against a Shareholder and the sale of a
      Shareholder's shares of Common Stock or Preferred Stock is contemplated or
      threatened under legal process as a result of such judgment, or (v) any
      execution process is issued against a Shareholder or against a
      Shareholder's shares of Common Stock or Preferred Stock, or (vi) there is
      instituted by or against a Shareholder any other form of legal proceeding
      or process by which any of the shares of Common Stock or Preferred Stock
      of a Shareholder may be sold either voluntarily or involuntarily
      (collectively, the "Triggering Events"), then and in any such event the
      Corporation and the other Shareholders who are not involved in any of the
      Triggering Events (in which case, such Shareholders who are not involved
      shall sometimes be hereinafter in this Paragraph 4.01 referred to as the
      "Non-Selling Shareholders") shall have an option to purchase all, or any
      portion, of the shares of Common Stock or Preferred Stock of the


                                       2

      Shareholder who is involved in one or more of the Triggering Events (in
      which case, such Shareholder who is involved in one or more of the
      Triggering Events shall sometimes be hereinafter in this Paragraph 4.01
      referred to as the "Selling Shareholder"), in accordance with this
      Paragraph 4.01. Upon the occurrence of any Triggering Event, the
      Shareholder subject to such Triggering Event shall immediately give notice
      to the Corporation of the occurrence of such Triggering Event.

                  (b) Option of the Corporation. For a period of thirty (30)
      days after the date on which the Corporation receives notice of a
      Triggering Event, the Corporation shall have the option, (with any vote in
      this regard to exclude the vote of the Selling Shareholder), exercisable
      by written notice to the Selling Shareholder (with a copy to each of the
      Non-Selling Shareholders) to purchase all, or any portion, of the Selling
      Shareholder's shares of Common Stock and Preferred Stock at the purchase
      price and upon the terms set forth in Paragraph 4.03 hereof; provided,
      however, that if the Corporation is not permitted under applicable
      corporate law to purchase all of the Selling Shareholder's shares of
      Common Stock and Preferred Stock, the Corporation may purchase the maximum
      number of shares of Common Stock and Preferred Stock (including a
      fractional share) permitted under applicable corporate law.

                  (c) Option of Non-Selling Shareholders. In the event the
      Corporation does not exercise its option with respect to all of the shares
      of Common Stock and Preferred Stock in accordance with the preceding
      Paragraph 4.01(b) hereof, then the Selling Shareholder shall be deemed to
      have offered in writing to sell all, or any portion, of its remaining
      shares of Common Stock and Preferred Stock (those not to be sold to the
      Corporation) pro rata based on the number of shares of Common Stock held
      by the Non-Selling Shareholders (as if the Preferred Stock was converted
      into shares of Common Stock immediately prior thereto at the then
      applicable conversion ratio) to the Non-Selling Shareholders at the
      Purchase Price and upon the terms set forth in Paragraph 4.03 hereof. For
      a period of thirty (30) days after such offer (which shall be deemed to
      have been made on the date of expiration of the 30-day option described in
      Paragraph 4.01(b)) by the Selling Shareholder to the Non-Selling
      Shareholders, the Non-Selling Shareholders shall have the option,
      exercisable by written notice to the Selling Shareholder with a copy to
      the Corporation, to accept the Selling Shareholder's Offer as to the
      Selling Shareholder's remaining shares of stock to be sold. If one or more
      Non-Selling Shareholders declines to purchase its pro rata share, the
      Selling Shareholder shall deliver written notice to the remaining
      Non-Selling Shareholders (who exercised their option), if any, of the
      number of shares available to be purchased, and the provisions of this
      Paragraph 4.01(c), and the rights accorded to the Shareholders hereunder,
      shall become applicable to the Non-Selling Shareholders who exercised
      their option, with respect to such additional shares, except that the
      Non-Selling Shareholders who exercised their option shall have only ten
      (10) additional days following delivery of the notice to exercise their
      option as to such additional shares.

            4.02 Shareholders' Limited Right to Sell Shares.

                  (a) Bona Fide Offer to Purchase Shares. If a Shareholder
      shall, at any time during its existence or his lifetime, desire to sell
      all, but not less than all of his or its


                                       3

      shares of Common Stock and Preferred Stock, such Shareholder (hereinafter
      in this Paragraph 4.02 sometimes called the "Selling Shareholder") shall
      first obtain a bona fide unconditional written offer which it or he
      desires to accept (hereinafter called the "Offer") to purchase all but not
      less than all, of such Selling Shareholder's shares of Common Stock and
      Preferred Stock for a fixed cash price (which may be payable over time).
      The Offer shall set forth its date, the proposed price per share, and the
      other terms and conditions upon which the purchase is proposed to be made,
      as well as the name and address of the Prospective Purchaser. "Prospective
      Purchaser" as used herein shall mean the prospective record owner or
      owners of the shares of Common Stock and Preferred Stock subject to the
      Offer and all other persons and entities proposed to have a beneficial
      interest in such shares of Common Stock and Preferred Stock. The Selling
      Shareholder shall transmit copies of the Offer to the Corporation and to
      the other Shareholders (hereinafter in this Paragraph 4.02 sometimes
      called the "Non-Selling Shareholders") within seven (7) days after receipt
      of the Offer by such Selling Shareholder.

                  (b) Option of the Corporation. Transmittal of the Offer to the
      Corporation by the Selling Shareholder shall constitute an offer by the
      Selling Shareholder to sell all but not less than all, of its shares of
      Common Stock and Preferred Stock to the Corporation at the price and upon
      the terms set forth in the Offer (the "Selling Shareholder's Offer"). For
      a period of thirty (30) days after the submission of the Selling
      Shareholder's Offer to the Corporation, the Corporation shall have the
      option, (with any vote in this regard to exclude the vote of the Selling
      Shareholder), exercisable by written notice to the Selling Shareholder
      with a copy to each of the Non-Selling Shareholders, to accept the Selling
      Shareholder's Offer as to all or any part of the Selling Shareholder's
      shares of Common Stock and Preferred Stock. provided, however, that if the
      Corporation is not permitted under applicable corporate law to purchase
      all of the Selling Shareholder's shares of Common Stock and Preferred
      Stock, the Corporation may purchase the maximum number of shares of Common
      Stock and Preferred Stock (including a fractional share) permitted under
      applicable corporate law.

                  (c) Option of Non-Selling Shareholders. In the event that the
      Corporation does not exercise its option with respect to all of the shares
      of Common Stock and Preferred Stock in accordance with Paragraph 4.02(b)
      hereof, then the Selling Shareholder, upon notice from the Corporation of
      the Corporation's decision not to accept the Selling Shareholder's Offer
      as to all of its shares of Common Stock and Preferred Stock (or upon
      expiration of the thirty (30) days option referred to in Paragraph 4.02(b)
      hereof, if the Corporation fails to give notice as aforesaid), shall be
      deemed to have offered in writing to sell all, but not less than all, of
      its remaining shares of Common Stock and Preferred Stock pro rata based on
      the number of shares of Common Stock held by the Non-Selling Shareholders
      (as if the Preferred Stock was converted into shares of Common Stock
      immediately prior thereto at the then applicable conversion ratio) to the
      Non-Selling Shareholders at the price and upon the terms set forth in the
      Selling Shareholder's Offer. For a period of thirty (30) days after such
      offer by the Selling Shareholder to the Non-Selling Shareholders, the
      Non-Selling Shareholders shall have the option, exercisable by written
      notice to the Selling Shareholder, with a copy to the Corporation, to
      accept the Selling Shareholder's Offer as to the Selling Shareholder's
      remaining shares of Common Stock and/or Preferred Stock to be sold. If one
      or more


                                       4

      Non-Selling Shareholders declines to purchase its pro rata share, the
      Selling Shareholder shall deliver written notice to the remaining
      Non-Selling Shareholders (who exercised their option), if any, of the
      number of shares available to be purchased, and the provisions of this
      Paragraph 4.02(c), and the rights accorded to the Shareholders hereunder,
      shall become applicable to the Non-Selling Shareholders who exercised
      their option, with respect to such additional shares, except that the
      Non-Selling Shareholders who exercised their option shall have only ten
      (10) additional days following delivery of the notice to exercise their
      option as to such additional shares.

                  (d) Acceptance of the Bona Fide Offer. If, at the end of the
      option periods described in Paragraph 4.02(b) through Paragraph 4.02(c)
      hereof, options have not been exercised by the Corporation and/or the
      Non-Selling Shareholders to purchase all of the Selling Shareholder's
      shares of Common Stock and Preferred Stock, then any options so exercised
      shall be null and void and the Selling Shareholder shall be free for a
      period of forty-five (45) days thereafter, to sell all, but not less than
      all, of his or its shares of Common Stock and Preferred Stock to the
      Prospective Purchaser at the price and upon the terms and conditions set
      forth in the Offer. If the Selling Shareholders' shares of Common Stock
      and Preferred Stock are not sold within the aforesaid forty-five (45) day
      period, the Selling Shareholder shall not be permitted to sell such shares
      of Common Stock and Preferred Stock without again complying with this
      Paragraph 4.02.

            4.03 Payment. Except as otherwise provided herein, in the event that
the Corporation or the Non-Selling Shareholders elect to purchase any shares of
Common Stock and Preferred Stock pursuant to Paragraph 4.01 of this Agreement,
the purchase price of the shares of Common Stock and Preferred Stock shall be
calculated and paid as follows:

                  (a) Purchase Price. The "Purchase Price" for a Shareholder's
      shares of Common Stock and Preferred Stock shall be the "Fair Value Per
      Share", which means, as of the date of determination, the fair value of
      each share of Common Stock or Preferred Stock: (i) determined in good
      faith by a majority of the disinterested members of the Board of Directors
      of the Corporation or, (ii) if the Shareholder owning the stock (the
      "Valuee") notifies the Corporation in writing within five (5) business
      days after receiving notice of the Board of Directors' determination of
      Fair Value Per Share that it or he disagrees with the Fair Value Per Share
      determined by the Board, the Valuee and the Corporation shall then select
      an independent nationally recognized accounting firm having substantial
      experience in preparing valuations of entities similar to the size and
      nature of the Corporation and the shares of Common Stock and Preferred
      Stock as herein contemplated (a "Valuator") who shall make a written
      determination of Fair Value Per Share of Common Stock and/or Preferred
      Stock setting forth reasons therefor (which determination shall be binding
      on the Valuee and the Corporation), such report to be delivered to the
      Corporation and the Valuee within thirty (30) calendar days after the date
      on which the notice is delivered to the Corporation pursuant to this
      clause (ii), and (iii) in the event that the Corporation and the Valuee
      are unable to agree on the selection of the Valuator, the Corporation and
      the Valuee shall each select a Valuator who shall jointly select a third
      Valuator and the third Valuator shall deliver a written report within
      thirty (30) days after such selection setting forth such Valuator's
      determination of Fair Value Per Share (which determination shall be
      binding on the Valuee and the Corporation),


                                       5

      which valuation shall be the Fair Value Per Share. All expenses of such
      written reports of any and all Valuators shall be borne equally by the
      Corporation and the Valuee.

                  (b) Payment of Purchase Price. Unless otherwise provided
      herein, for any shares of Common Stock or Preferred Stock purchased by the
      Corporation or the Shareholders pursuant to this Agreement, the Purchase
      Price shall be paid in cash at closing.

      5. [Intentionally Omitted].

      6. Rights to Purchase New Issue Stock.

            6.01 After the date of this Agreement, the Corporation shall not
offer, issue or sell any shares of Common Stock of the Corporation, or any
warrants or options to purchase, or rights to subscribe for, or any securities
convertible into or exchangeable for, shares of Common Stock of the Corporation,
or enter into any agreements or commitments pursuant to which the Corporation
may become obligated to issue any shares of Common Stock, warrants, options,
rights or securities convertible into or exchangeable for shares of Common Stock
of the Corporation (except for the issuance of shares of the Excluded Securities
as defined in Paragraph 6.05 below) unless the Corporation shall first offer to
the Shareholders the option to purchase their pro rata share based upon the
number of shares of Common Stock held by the Shareholders (as if the Preferred
Stock had been converted into Common Stock immediately prior thereto at the then
applicable conversion ratio) of the securities proposed to be offered by the
Corporation at the price and on the terms that the Corporation proposes to
offer, issue, or sell such securities to any other person or entity. Written
notice of each such offer required pursuant to this Paragraph 6.01 (the "New
Securities Offer") shall be delivered by the Corporation to the Shareholders.

            6.02 Notice of a Shareholder's intention to accept in whole or in
part any New Securities Offer shall be evidenced by a Notice of Acceptance
delivered to the Corporation prior to the end of 15 days after delivery to such
Shareholder of the New Securities Offer setting forth such portion of the
securities offered as such Shareholder elects to purchase. The Notice of
Acceptance shall be irrevocable. If one or more of the Shareholders declines to
purchase its pro rata share, the Corporation shall deliver written notice to the
remaining Shareholders, if any, of the number of such shares available to be
purchased and the provisions of Paragraph 6.01 hereof, and the rights accorded
the Shareholders thereunder, shall become applicable to the remaining
Shareholders, if any, with respect to such additional shares, except that the
remaining Shareholders shall have only 10 additional days following delivery of
the Corporation's notice within which to deliver their Notice of Acceptance as
to such additional securities.

            6.03 In the event that Notices of Acceptance are not given by the
Shareholders with respect to all the securities offered, the Corporation shall
have 90 days from the expiration of the 15-day and 10-day periods required by
Paragraph 6.02 to sell all or any part of such securities offered as to which a
Notice of Acceptance has not been given by the Shareholders to any other person
or persons, but only for cash and otherwise in all respects upon terms and
conditions, including, without limitation, unit price and interest rates, which
are no more favorable, in the aggregate, to such other person or persons or less
favorable to the Corporation


                                       6

than those set forth in the New Securities Offer.

            6.04 Whenever any securities shall be offered but not purchased in
accordance with Paragraph 6.03, then such securities may not be sold or
otherwise disposed of until they are again offered under the procedures
specified in this Paragraph 6.

            6.05 The rights of the Shareholders under this Paragraph 6 shall not
apply to the following securities (the "Excluded Securities"):

                        (a) Common Stock or Preferred Stock issued as a stock
            dividend on any class of capital stock or upon any subdivision or
            combination of shares of Common Stock or Preferred Stock;

                        (b) shares of Common Stock, Preferred Stock, options or
            other similar rights granted or issued pursuant to an "employee
            benefit plan" (as such term is defined in Rule 405, promulgated
            under the Securities Act of 1933, as amended) that has been approved
            by the Board of Directors of the Corporation and such of its
            shareholders as are required by the Fifth Amended and Restated
            Charter of the Corporation (the "Restated Charter");

                        (c) Any stock issued to any nationally recognized
            company having extensive experience in the research, development,
            marketing or other commercialization of products and services
            contemplated by the Corporation; and

                        (d) shares of Common Stock issued upon conversion of
            shares of Preferred Stock.

            6.06 Notwithstanding the foregoing, in the event Common Stock or
securities convertible to Common Stock (other than Excluded Securities) are
issued by the Corporation based on a valuation lower than the valuation for
which the investment of J. R. Hyde III ("Hyde") was based for his purchase of
100,000 shares of Common Stock on February 24, 1998 (100 shares originally prior
to stock split) but not Preferred Stock, then in such event the Corporation will
issue to Hyde, at no further cost, shares of Common Stock in an amount that
results in Hyde suffering no dilution in his equity investment in Common Stock.

7.    Election of Directors and Appointment of Committee Members.

            7.01 Beginning on the date of this Agreement, the Board of Directors
of the Corporation shall consist of at least five (5) members. At each annual
meeting of the Shareholders of the Corporation, and at each meeting of the
Shareholders of the Corporation called for the purpose of electing directors of
the Corporation, and at any time at which Shareholders of the Corporation shall
have the right to, or shall, vote for directors of the Corporation, then and in
each event, the Shareholders shall vote all shares of Common Stock or Preferred
Stock owned by them for the election of, and take any and all such other actions
which shall be necessary for the election of, a Board of Directors which shall
include one (1) director designated by LD, Jr., LLC; one (1) director designated
by Hyde; one (1) director designated by Equity Partners XII, LLC; one (1)
director designated by the holders of Series A Preferred Stock and Series B
Preferred Stock, considered as a single class, as required by the Restated
Charter;


                                       7

and one (1) director designated by the holders of Series C Preferred Stock, all
as set forth in and required by the Restated Charter.

            7.02 The directors so elected shall serve as members of the Board of
Directors until the earlier of their death, resignation, expiration of term of
office, or removal pursuant to this Shareholders Agreement. In lieu of any
provision of the Tennessee Business Corporation Act, as amended, regarding
removal of directors, the directors so elected may be removed at any time, with
or without cause, only by the person or entity that designated them. Upon
request of the person or entity that designated a particular director, each of
the Shareholders shall vote his Shares of Common Stock and Preferred Stock for
the removal of such director at the next annual or special meeting of the
Shareholders called for such purpose. If a director elected as set out above
shall no longer be serving on the Board of Directors for any reason, the person
or entity that designated such director shall designate a successor, and all
Shareholders shall elect any successor so designated at the next annual or
special meeting of the Shareholders called for that purpose. Any vacancy that
occurs shall be filled as promptly as possible.

            7.03 Meetings of the Board of Directors shall be held at least
quarterly. The Corporation shall pay to members of the Board of Directors all
reasonable out of pocket expenses incurred by such directors in performing their
duties. The Corporation will indemnify the directors to the fullest extent
permitted by the Tennessee Business Corporation Act.

      8. Certain Voting Requirements as to Shareholders and Board of Directors.

            8.01 In addition to any rights created in Section 10.6 of the
Restated Charter, the following shall be approved or adopted by or on behalf of
the Corporation only upon the affirmative vote of the holders of a majority of
the issued and outstanding shares of the Common Stock and the holders of a
majority of the aggregate issued and outstanding shares of Preferred Stock:

                        (i) Any amendment to the Charter or By-Laws of the
            Corporation;

                        (ii) Sale, pledge, mortgage or other encumbrance of all
            or substantially all of the Corporation's assets, or any merger
            share exchange or other business combination involving the
            Corporation;

                        (iii) Dissolution and/or liquidation of the Corporation;

                        (iv) Offering to sell, soliciting an offer to buy, or
            selling any of the Corporation's Common Stock;

                        (v) Creating any new employee benefit plan pursuant to
            which Common Stock of the Corporation may be issued or amending any
            existing employee benefit plan to increase the number of shares of
            Common Stock of the Corporation which may be issued thereunder;

                        (vi) Incurring any indebtedness in excess of $5 million,
            in the aggregate;


                                       8

                        (vii) Acquiring any entity or all or substantially all
            of the assets of any entity, whether by merger, asset purchase,
            stock purchase or any other method of acquisition;

                        (viii) Authorizing any change in the size or election
            procedure of the Board of Directors of the Corporation or permitting
            the creation of a committee of the Board of Directors of the
            Corporation;

                        (ix) Undergoing any substantial change in the strategic
            direction of the business (i.e., change of core business focus);

                        (x) Undergoing any substantial change in the
            Corporation's contracts with professional employees;

                        (xi) Hiring any key management employees;

                        (xii) Amending or terminating the Confidentiality and
            Noncompetition Agreement between the Corporation and Dr. Mitch
            Steiner; or

                        (xiii) Entering into any agreement which transfers,
            licenses, or joint ventures any intellectual property of the
            Corporation with an entity in which Dr. Mitch Steiner owns a
            beneficial interest.

provided, however, that nothing contained in this Agreement shall in any way
limit or adversely affect the rights, designations and preferences of the
Preferred Stock which are set forth in the Restated Charter.

            8.02 The following shall be approved or adopted by or on behalf of
the Corporation only upon the affirmative vote of a majority of the directors of
the Corporation then in office:

                        (i) Incurrence by the Corporation of any indebtedness in
            excess of $50,000.00 except in the ordinary course of business;

                        (ii) Issuing or redeeming any shares of the
            Corporation's capital stock, except as expressly authorized by the
            terms hereof;

                        (iii) Except as contemplated by this Agreement or as
            provided in the Restated Charter and further subject to Paragraphs
            7.03 and Paragraph 8.03 hereof, paying any sums, whether as
            dividends, compensation, or otherwise, to any director or
            shareholder of the Corporation; or

                        (iv) Increasing or decreasing the number of directors of
            the Corporation except as necessary to give effect to Paragraph 7
            hereof.

            8.03 Any compensation payable to a Shareholder (or any affiliate of
a Shareholder) who is an employee shall be approved by the directors of the
Corporation.


                                       9

      9. Management. Management of the Corporation shall be vested in its Board
of Directors.

      10. Additional Shares of Stock.

            10.01 In the event additional shares of stock are issued by the
Corporation to a Shareholder at any time during the term of this Agreement,
either directly or upon the exercise or exchange of securities of the
Corporation exercisable for or exchangeable into shares of stock, such
additional shares of stock shall, as a condition to such issuance, become
subject to the terms and provisions of this Agreement.

            10.02 The Corporation shall not issue any shares of capital stock to
any person unless the person to whom such shares of capital stock are issued
agrees in writing simultaneously therewith to become a party hereto and to be
bound by and to comply with all applicable terms and provisions of this
Agreement.

      11. Rights of Co-Sale.

                        (a) Co-Sale Right. The Shareholders shall not enter into
            any transaction that would result in the sale by them of any shares
            of Common Stock or Preferred Stock now or hereafter owned by him,
            unless prior to such sale the Shareholder shall give notice to the
            holders of Preferred Stock of his intention to effect such sale in
            order that the holders of Preferred Shareholders may exercise their
            rights under this Paragraph 11 as hereinafter described. Such notice
            shall set forth (i) the number of shares to be sold by such
            Shareholder, (ii) the principal terms of the sale, including the
            price at which the shares are intended to be sold, and (iii) an
            offer by such Shareholder to use his best efforts to cause to be
            included with the shares to be sold by him in the sale, on a
            share-by-share basis and on the same terms and conditions, the
            shares of Preferred Stock owned by the Shareholders.

                        (b) Rejection of Co-Sale Offer. If a holder of Preferred
            Stock has not accepted such offer in writing within a period of ten
            (10) days from the date of receipt of the notice, then the offering
            Shareholder shall thereafter be free for a period of 120 days to
            sell the number of shares specified in such notice, at a price no
            greater than the price set forth in such notice and on otherwise no
            more favorable terms to the offering Shareholder than as set forth
            in such notice without any further obligation to the holders of
            Preferred stock in connection with such sale. In the event that such
            Shareholder fails to consummate such sale within such 120-day
            period, the shares specified in such notice shall continue to be
            subject to this Paragraph 11.

                        (c) Acceptance of Co-Sale Offer. If a holder of
            Preferred Stock accepts such offer in writing within the above
            stated ten (10) day period, such acceptance shall be irrevocable
            unless such Shareholder shall be unable to cause to be included in
            his sale the number of shares of Preferred Stock held by the
            accepting holder and set forth in the written acceptance. In that
            event, such Shareholder and the accepting holders shall participate
            in the sale equally, with such Shareholder and accepting holders
            each selling a pro rata portion of the total number of such shares
            to be sold in the sale.


                                       10

      12. Legend. Each Shareholder agrees that the following legend shall be
placed upon all certificates representing issued shares of capital stock of the
Corporation's stock:

      The sale, assignment, pledge, hypothecation, gift or other transfer or
      disposition, and the registration of any such transfer or disposition, of
      the shares of stock represented by this certificate are subject to a
      certain Second Amended and Restated Voting and Shareholder Agreement dated
      the 7th day of August, 2003, by and among the Shareholders of the
      Corporation and the Corporation. The shares may not be transferred or
      acquired except in accordance with the terms of the Agreement and any
      purported transfer or acquisition of legal or beneficial ownership of
      these shares in violation of the Agreement shall be null and void. The
      Agreement is binding upon any person who acquires shares of stock in the
      Corporation. The Corporation will furnish a copy of the Agreement to the
      record holder of this certificate, without charge upon written request to
      the Corporation at its principal office.

      13. Duties of the Corporation. The Shareholders agree to cause the
Corporation to maintain and effectuate corporate procedures governing the
transfer and/or issuance of shares of capital stock in the Corporation designed
to protect against transfers in violation of this Agreement. It is agreed that
no shares of capital stock may he transferred on the books of the Corporation
unless and until the restrictions and conditions imposed by this Agreement have
been satisfied, at which time the Secretary will enter the transfer, or will
instruct the transfer agent of the Corporation to enter the transfer, on the
books of the Corporation. The Corporation shall place a counterpart of this
Agreement on file at its principal office which shall be subject to the same
right of examination by a shareholder of the Corporation, in person or by agent,
attorney or accountant, as are the books and records of the Corporation.

      14. Termination and Amendment. This Agreement may only be amended by an
instrument in writing, duly executed by all of the parties to this Agreement.
This Agreement shall terminate upon the occurrence of any one of the following
events:

                        (i) Upon the adjudication of the Corporation as a
            bankrupt, the execution by it of an assignment for the benefit of
            creditors, the appointment of a receiver for the Corporation, or the
            voluntary or involuntary dissolution of the Corporation;

                        (ii) The voluntary agreement of the Shareholders owning
            a majority of the outstanding shares of the Common Stock and each
            series of Preferred Stock, which are bound by this Agreement;

                        (iii) When only one Shareholder remains or survives who
            is a party to or is bound by this Agreement; or

                        (iv) An initial public offering by the Corporation of
            the Corporation's capital stock.

      Notwithstanding the foregoing, the term of this Agreement shall not exceed
any maximum legal term allowed by applicable law.


                                       11

      15. Effective Date and Supersession of Prior Agreement. This Agreement
shall become effective on the date indicated in the introductory paragraph. This
Agreement amends and supercedes in all respects the Amended and Restated Voting
and Shareholder Agreement dated October 5, 2001, as amended, which is hereby
terminated and be superseded by this Agreement in all respects.

      16. Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and shall be given by registered or
certified mail, return receipt requested, postage prepaid, by facsimile,
telecopier or by national overnight delivery service, and addressed to the
intended recipient at the address or number set forth in the Corporation's
records or at any other address specified by such party in a notice given
pursuant to this Paragraph 16 to all other parties to this Agreement. Any notice
given in the manner aforesaid shall be deemed to have been served, and shall be
effective for all purposes hereof (a) if sent by registered or certified mail,
on the earlier of the second day following the day on which it is posted or the
date of its receipt by the party to be notified, (b) if sent by facsimile or
telecopier, the day actually received as evidenced by a written receipt of
transmission; and (c) if sent by overnight delivery service, the day after such
notice has been delivered by the party to said service.

      17. Counterparts. This Agreement may be executed in one or more
counterparts each of which shall constitute an original but all of which shall
constitute one and the same document.

      18. Severability. Unless otherwise provided herein, if any agreement,
covenant, warranty or other provision of this Agreement is invalid, illegal, or
incapable of being enforced by reason of any rule of law or public policy, all
other agreements, covenants, warranties and other provisions of this Agreement
shall, nevertheless, remain in full force and effect; and no agreements,
covenants, warranties or other provisions shall be deemed dependent upon any
other agreements, covenants, warranties or other provisions, whether predicated
on this Agreement or any other contract now or hereafter entered into by and
among the parties hereto.

      19. Litigation Costs. The parties hereto agree that if any party is held
by any court of competent jurisdiction to be in violation, breach or
non-performance of any of the terms of this Agreement, said party shall pay all
costs of such action or suit, including reasonable attorney's fees, incurred by
the prevailing party in bringing or defending such action or suit.

      20. Binding Effect. The terms and provisions of this Agreement shall be
binding upon, may be enforced against and shall inure to the benefit of the
parties hereto, their respective successors, assigns, heirs and personal
representatives, including any executor, administrator, trustee, guardian, or
other fiduciary of any party hereto.

      21. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Tennessee.

      22. Number and Gender. Throughout this Agreement, unless the context in
which used clearly requires another construction, (i) the masculine gender shall
be deemed to include the feminine, or neuter or both, the feminine gender shall
be deemed to include the masculine, or neuter or both, and the neuter gender
shall include the masculine or feminine or both; and (ii) the singular person
shall include the plural, and the plural shall include the singular.


                                       12

      IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

LD, JR., LLC                              EQUITY PARTNERS XII, LLC

By:     /s/ Mitchell S. Steiner           By:   /s/ Marc S. Hanover
    ------------------------------------      ----------------------------------
      Mitchell S. Steiner, President            Marc S. Hanover, President

GTX, INC.

By:    /s/ Mitchell S. Steiner                  /s/ Marc S. Hanover
    ------------------------------------  --------------------------------------
      Mitchell S. Steiner, Vice Chairman  Marc S. Hanover as Trustee of the
      and Chief Executive Officer         Andrew Ronald Hanover Trust and the
                                          Adam Joshua Hanover Trust

    /s/ J. R. Hyde, III                        /s/ Marc S. Hanover
- ----------------------------------------  --------------------------------------
J. R. Hyde, III                           Marc S. Hanover

    /s/ J. R. Hyde, III                        /s/ Marc S. Hanover
- ----------------------------------------  --------------------------------------
J. R. Hyde, III as Trustee of             Marc S. Hanover as Trustee of the
Margaret E. Hyde                          Derek Isaac Steiner Trust, the Joshua
Trust u/a dated 5/5/76                    David Steiner Trust, the Lauren Rose
                                          Steiner Trust and the Rachel Jessica
                                          Steiner Trust

                                          PITTCO ASSOCIATES, INC.
     /s/ J. R. Hyde, III
- ----------------------------------------
J. R. Hyde, III as Trustee of J. R.
Hyde Irrevocable Trust f/b/a Allen B.     By:        /s/ J. R. Hyde, III
Hyde u/a dated 6/1/90                           --------------------------------
                                                J. R. Hyde, III, General Partner

    /s/ John H. Pontius                          /s/ John H. Pontius
- ----------------------------------------  --------------------------------------
John H. Pontius as Trustee of the         John H. Pontius
Alexander Joseph Hyde Trust, the Claire
Reeves Hyde Trust and the Susannah
Maria Hyde Trust

    /s/ Patricia B. Pontius                     /s/ Patricia B. Pontius
- ----------------------------------------  --------------------------------------
Patricia B. Pontius                       Patricia B. Pontius, as Trustee of the
                                          John H. Pontius, Jr. Trust and the
                                          David M. Pontius Trust

   /s/ Wilson Sights                            /s/ Mark E. Mosteller
- ----------------------------------------  --------------------------------------
Wilson Sights                             Mark E. Mosteller


                                       13




ORACLE INVESTMENT MANAGEMENT, INC.        ORACLE PARTNERS, L.P.,
                                          a Delaware limited partnership

By: /s/ Larry N. Feinberg                 By:  Oracle Associates, LLC, a
    --------------------------------      Delaware limited liability company,
      Larry N. Feinberg, President        its general partner

                                          By:  /s/ Larry N. Feinberg
                                              ----------------------------------
                                                Larry N. Feinberg, Managing
                                                Member

ORACLE INSTITUTIONAL PARTNERS, L.P., a    MEMPHIS BIOMED VENTURES I, L.P.,
Delaware limited partnership              a Delaware limited partnership

By:  Oracle Associates, LLC, a Delaware   By:  MB Venture Partners, LLC, a
limited liability company, its general    Delaware limited partnership company,
partner                                   its general partner

By: /s/ Larry N. Feinberg                 By: /s/ Gary D. Stevenson
    ------------------------------------      ----------------------------------
      Larry N. Feinberg, Managing Member        Gary D. Stevenson, President



/s/ Henry P. Doggrell                     /s/ Beverly R. Doggrell
- ----------------------------------------  --------------------------------------
Henry P. Doggrell                         Beverly R. Doggrell

/s/ Kathryn K. Mosteller
- ----------------------------------------
Kathryn K. Mosteller

                                       14

                                                                     EXHIBIT 4.3

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of August 7, 2003 among GTX, INC., a Tennessee corporation (the
"Company") and ORACLE PARTNERS, L.P., a Delaware limited partnership (the
"Purchaser").

         This Agreement is being entered into pursuant to that certain purchase
agreement dated as of the date hereof between the Company and the Purchaser and
the other purchasers described therein (the "Purchase Agreement") pursuant to
which the Purchaser is acquiring shares of the Company's Series E Preferred
Stock (as hereinafter defined).

         The Company and the Purchaser hereby agree as follows:

         1.       Definitions.

                  (a)      Capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

         "Advice" shall have the meaning set forth in Section 4(c).

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
Tennessee generally are authorized or required by law or other government
actions to close.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Company's common stock, no par value per
share.

         "Demand" has the meaning set forth in Section 2 hereof.

         "Demand Date" means the last date of the Demand Period in which at
least a majority of the Holders of Registrable Securities demand the
registration of any Registrable Securities pursuant to Section 2 hereof.

         "Demand Period" shall have that meaning set forth in Section 2.

         "Effectiveness Date" means, with respect to the Registration Statement,
the 180th day following the Demand Date.



         "Effectiveness Period" shall have the meaning set forth in Section 2.

         "Event" shall have the meaning set forth in Section 8(e).

         "Exchange" means, at any time and from time to time hereafter, any
securities exchange, automated interdealer quotation system or other
over-the-counter market on which any of the Company's securities are listed or
regularly traded or quoted.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Filing Date" shall mean the 60th day following the Demand Date.

         "Holder" or "Holders" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "Hyde Holders" means the holders of the Hyde Registrable Securities.

         "Hyde Registrable Securities" means the "Registrable Securities" as
defined in the Hyde Registration Rights Agreement.

         "Hyde Registration Rights Agreement" means that certain amended and
restated registration rights agreement between the Company and J.R. Hyde, III,
dated as of the date of this Agreement.

         "Indemnified Party" shall have the meaning set forth in Section 6(c).

         "Indemnifying Party" shall have the meaning set forth in Section 6(c).

         "Losses" shall have the meaning set forth in Section 6(a).

         "MBV Holders" means the holders of the MBV Registrable Securities.

         "MBV Registrable Securities" means the "Registrable Securities" as
defined in the Registration Rights Agreement.

         "MBV Registration Rights Agreement" means that certain amended and
restated registration rights agreement between the Company and Memphis Biomed
Ventures I, L.P., dated as of the date of this Agreement.

         "Other Securities" has the meaning set forth in Section 8(d)(i).

         "Person," whether or not capitalized, means a natural person,
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, partnership (including a limited partnership), limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

                                       2



         "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.

         "Purchase Agreement" as the meaning set forth in the second
introductory paragraph of this Agreement.

         "Purchaser Stock" means (i) Series C Preferred Stock issued to
Purchaser's Affiliate pursuant to that certain purchase agreement dated as of
October 5, 2001, as amended, by and among the Company, the Purchaser, Oracle
Investment Management, Inc., J. R. Hyde, III, and Pittco Associates, LP; (ii)
Series D Preferred Stock issued to Purchaser or its Affiliates pursuant to that
certain purchase agreement, dated as of July 17, 2002, by and among the Company,
the Purchaser, Oracle Institutional Partners, L.P., J. R. Hyde, III, and Memphis
Biomed Ventures, L.P.; (iii) Series E Preferred Stock and issued to Purchaser or
its Affiliates pursuant to the Purchase Agreement; and (iv) any security issued
as a dividend to a beneficial owner of the preferred stock identified in
subsections (i), (ii) and (iii) above.

         "Registrable Securities" means (i) the shares of Common Stock now or at
any time hereafter issuable upon conversion of the Purchaser Stock and (ii) any
other securities which may hereafter become receivable by the Holders upon
conversion of the Purchaser Stock, including any dividend or other distribution
with respect to, conversion or exchange of, or in replacement of, Registrable
Securities.

         "Registration Statement" means the registration statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits
thereto, and all material incorporated by reference in such registration
statement.

         "Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 158" means Rule 158 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

                                       3



         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series C Preferred Stock" means the 8% Series C Cumulative Convertible
Preferred Stock of the Company.

         "Series D Preferred Stock" means the 8% Series D Cumulative Convertible
Preferred Stock of the Company.

         "Series E Preferred Stock" means the 8% Series E Cumulative Convertible
Preferred Stock of the Company.

         "Special Counsel" means the special counsel designated by a majority of
the Holders pursuant to Section 5.

         "Unsold Securities" shall have the meaning set forth in Section 8(e).

                  (b)      Use of the singular or of the plural shall be
construed to include both the singular and the plural unless the context clearly
indicates that only the singular or only the plural is intended. Use of any
gender shall be construed to include all other genders unless the context
clearly indicates that less than all the genders is intended.

         2.       Demand Registration. At any time after the Company has filed
any Registration Statement under the Securities Act, during which there is no
effective registration statement relating to the Registrable Securities, the
Holders of not less than a majority of the Registrable Securities may make up to
two (2) requests in writing (each a "Demand") requiring the Company to effect a
registration under the Securities Act of Registrable Securities. Upon receipt of
such a Demand, the Company shall, not later than the Filing Date, prepare and
file with the Commission a "shelf" Registration Statement covering all
Registrable Securities for which such Demand is made for an offering to be made
on a continuous basis pursuant to Rule 415. The Registration Statement shall be
on a form appropriate for such registration in accordance herewith; provided,
however, that only the first Registration Statement (and amendments thereto)
made pursuant to a Demand need be on Form S-1. The Company shall (i) not permit
any securities other than the Registrable Securities to be included in the
Registration Statement (unless such requirement is waived in writing by the
Holders of a majority in interest of the Registrable Securities to be included
in such Registration Statement, or as provided pursuant to Section 8(c)(ii)
hereof) and (ii) use its best efforts to cause the Registration Statement to be
declared effective under the Securities Act (including filing with the
Commission a request for acceleration of effectiveness in accordance with Rule
461 promulgated under the Securities Act within five (5) Business Days of the
date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that a Registration Statement will not be "reviewed," or not
be subject to further review, and to keep such Registration Statement
continuously effective under the Securities Act until such date as is the
earlier of (x) the date when all Registrable Securities covered by such
Registration Statement have been sold or (y) the date on which the Registrable
Securities may be

                                       4



sold without any restriction pursuant to Rule 144(k) as determined by the
counsel to the Company pursuant to a written opinion letter, addressed to the
Company's transfer agent to such effect (the "Effectiveness Period"). If the
Company receives a Demand from one or more Holders (whether or not such Holders
constitute Holders of a majority of the Registrable Securities), the Company
shall, not later than one business day thereafter, give notice thereof (the
"Demand Notice") to all other Holders, who shall then have 30 days (the "Demand
Period") to serve their own Demands for registration. At the end of the Demand
Period, if the Holders of a majority in interest of the Registrable Securities
have served Demands to the Company, the Company shall proceed with the
registration of all the Registrable Securities for which such a Demand is made
and keep such Registration Statement continuously effective throughout the
Effectiveness Period as required by this Agreement. Notwithstanding the
foregoing, the Company shall be entitled to postpone for up to 90 days the
filing, effectiveness, supplementing or amending of any registration statement
otherwise required to be prepared and filed pursuant to this Agreement, if the
Board of Directors of the Company determines that such registration or the offer
and sale of Registrable Securities contemplated thereby would interfere with, or
require premature disclosure of, any material financing, acquisition,
disposition, reorganization or other transaction involving the Company or any of
its subsidiaries and the Company promptly gives the Holder notice of such
determination. The Holders hereby acknowledge that any notice given by the
Company pursuant to this Section 2 shall constitute material non-public
information and that the United States securities laws prohibit any Person who
has material non-public information about a company from purchasing or selling
securities of such company or from communicating such information to any other
Person under circumstances in which it is reasonably foreseeable that such
Person is likely to purchase or sell such securities.

         3.       Registration Procedures. In connection with the Company's
registration obligations pursuant to Section 2 hereof, the Company shall:

                  (a)      Prepare and file with the Commission on or prior to
the Filing Date, a Registration Statement in accordance with the method or
methods of distribution thereof as specified by the majority of Holders that
have served the Company with a Demand to include Registrable Securities on such
Registration Statement, and cause the Registration Statement to become effective
and remain effective during the Effectiveness Period; provided, however, that
not less than five (5) Business Days prior to the filing of the Registration
Statement or any related Prospectus or any amendment or supplement thereto
(including any document that would be incorporated therein by reference), the
Company shall (i) furnish to the Holders and the Special Counsel, copies of all
such documents proposed to be filed, which documents (other than those
incorporated by reference) will be subject to the review of such Holders and the
Special Counsel, and (ii) at the request of the majority of Holders that have
served the Company with a Demand cause its officers and directors, counsel and
independent certified public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of the Special Counsel, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Holders of a majority of the
Registrable Securities or the Special Counsel shall reasonably object in writing
within three (3) Business Days of their receipt thereof.

                                       5



                  (b)      (i) Prepare and file with the Commission such
amendments, including post-effective amendments, to the Registration Statement
as may be necessary to keep the Registration Statement continuously effective as
to the applicable Registrable Securities for the Effectiveness Period; (ii)
cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act; and (iii) respond as promptly as practicable to any comments
received from the Commission with respect to the Registration Statement or any
amendment thereto and as promptly as practicable provide the Holders true and
complete copies of all correspondence from and to the Commission relating to the
Registration Statement.

                  (c)      Notify the Holders of Registrable Securities to be
sold and the Special Counsel as promptly as possible but in no event less than
five (5) Business Days prior to such filing, and confirm such notice in writing
no later than one (1) Business Day following the day when a Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement:
(A) is proposed to be filed; (B) when the Commission notifies the Company
whether there will be a "review" of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement; and (C) with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective, and during the Effectiveness Period: (i) of any
request by the Commission or any other Federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional information; (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement covering any or all
of the Registrable Securities or the initiation of any Proceedings for that
purpose; (iii) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (iv) of the occurrence of
any event that makes any statement made in the Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to the
Registration Statement, Prospectus or other documents so that, in the case of
the Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                  (d)      Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the effectiveness of
the Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

                  (e)      If requested by the Holders of a majority in interest
of the Registrable Securities to be sold pursuant to the Registration Statement,
(i) promptly incorporate in a Prospectus supplement or post-effective amendment
to the Registration Statement such information as the Company reasonably agrees
should be included therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment.

                                       6



                  (f)      Furnish to each Holder and the Special Counsel,
without charge, at least one conformed copy of each Registration Statement and
each amendment thereto, including financial statements and schedules, all
documents incorporated or deemed to be incorporated therein by reference, and
all exhibits to the extent reasonably requested by such Person (including those
previously furnished or incorporated by reference) promptly after the filing of
such documents with the Commission.

                  (g)      Promptly deliver to each Holder and the Special
Counsel, without charge, as many copies of the Prospectus or Prospectuses
(including each form of prospectus) and each amendment or supplement thereto as
such Persons may reasonably request; and the Company hereby consents to the use
of such Prospectus and each amendment or supplement thereto by each of the
selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable
Securities, use its best efforts to register or qualify or cooperate with the
selling Holders and the Special Counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as the Holders of a majority in
interest of Registrable Securities included in the Registration Statement
request in writing, to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period and to do any and
all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by a
Registration Statement; provided, however, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general service
of process in any such jurisdiction where it is not then so subject or subject
the Company to any material tax in any such jurisdiction where it is not then so
subject.

                  (i)      Cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to a Registration Statement, which certificates shall be free
of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

                  (j)      Upon the occurrence of any event contemplated by
Section 3(c)(iv), as promptly as practicable, prepare a supplement or amendment,
including a post-effective amendment, to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither the Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

                  (k)      Use its best efforts to cause all Registrable
Securities relating to such Registration Statement to be listed on each
Exchange.

                                       7



                  (l)      Comply in all material respects with all applicable
rules and regulations of the Commission and make generally available to its
security holders earning statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 not later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period
is a fiscal year) commencing on the first day of the first fiscal quarter of the
Company after the effective date of the Registration Statement, which statement
shall conform to the requirements of Rule 158.

                  (m)      Require each selling Holder to furnish to the Company
information regarding such Holder and the distribution of such Registrable
Securities as is required by law to be disclosed in the Registration Statement,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who fails to furnish such information within a reasonable time
prior to the filing of each Registration Statement, supplemented Prospectus
and/or amended Registration Statement.

                  (n)      If the Registration Statement refers to any Holder by
the name or otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (if such reference to such Holder by name
or otherwise is not required by the Securities Act or any similar federal
statute or regulation then in force) the deletion of the reference to such
Holder in any amendment or supplement to the Registration Statement filed or
prepared subsequent to the time that such reference ceases to be required.

         4.       Holder Obligations. In connection with the Company's
registration obligations hereunder, each Holder:

                  (a)      Covenants and agrees that it will not sell any
Registrable Securities under the Registration Statement until it has received
copies of the Prospectus as then amended or supplemented as contemplated in
Section 3(g) and notice from the Company that such Registration Statement and
any post-effective amendments thereto have become effective as contemplated by
Section 3(c).

                  (b)      Covenants and agrees that it and its officers,
directors or Affiliates, if any, will comply with the prospectus delivery
requirements of the Securities Act as applicable to them in connection with
sales of Registrable Securities pursuant to the Registration Statement.

                  (c)      Agrees by its acquisition of the Registrable
Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c)(i), Section 3(c)(ii), Section
3(c)(iii) or Section 3(c)(iv), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement
until such Holder's receipt of the copies of the supplemented Prospectus and/or
amended Registration Statement contemplated by Section 3(j), or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement.

         5.       Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not

                                       8



the Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any
Exchange on which Registrable Securities are required hereunder to be listed,
(B) with respect to filings required to be made with the Commission, (C) with
respect to filings required to be made under the rules of any Exchange and (D)
in compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of the Special Counsel for the
Holders in connection with Blue Sky qualifications of the Registrable Securities
and determination of the eligibility of the Registrable Securities for
investment under the laws of such jurisdictions as the Holders of a majority in
interest of the Registrable Securities included in the Registration Statement
may designate)), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is requested by the Holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) Securities Act liability insurance, if the
Company so desires such insurance, and (v) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement, including, without limitation, the
Company's independent public accountants (including the expenses of any comfort
letters or costs associated with the delivery by independent public accountants
of a comfort letter or comfort letters) and legal counsel. In addition, the
Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.
Notwithstanding the foregoing, the Company shall not be responsible for the
payment of (i) underwriting discounts or commissions or (ii) any expenses of any
registration proceeding began pursuant to Section 2 if the registration is
subsequently withdrawn at the request of the Holder Representative (in which
case all Holders shall bear all such expenses pro rata).

         6.       Indemnification.

                  (a)      Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable costs of preparation and reasonable attorneys' fees) and
expenses (collectively, "Losses"), as incurred, arising out of or relating to
any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case

                                       9



of any Prospectus or form of prospectus or supplement thereto, in the light of
the circumstances under which they were made) not misleading, except to the
extent, but only to the extent, that such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, which information was
reasonably relied on by the Company for use therein or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto.
The Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of an
Indemnified Party (as defined in Section 6(c) to this Agreement) and shall
survive the transfer of the Registrable Securities by the Holders.

                  (b)      Indemnification by Holders. Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and its directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against all Losses, as incurred, arising solely out of or based solely upon any
untrue statement of a material fact contained in the Registration Statement, any
Prospectus, or any form of prospectus, or arising solely out of or based solely
upon any omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in the light of the circumstances under which
they were made) not misleading, to the extent, but only to the extent, that such
untrue statement or omission is contained in or omitted from any information so
furnished in writing by such Holder to the Company specifically for inclusion in
the Registration Statement or such Prospectus and that such information was
reasonably relied upon by the Company for use in the Registration Statement,
such Prospectus or such form of prospectus or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus Supplement. Notwithstanding anything to
the contrary contained herein, the Holder shall be liable under this Section
6(b) for only that amount as does not exceed the net proceeds to such Holder as
a result of the sale of Registrable Securities pursuant to such Registration
Statement.

                  (c)      Conduct of Indemnification Proceedings. If any
Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an "Indemnified Party"), such Indemnified Party promptly shall notify
the Person from whom indemnity is sought (the "Indemnifying Party") in writing,
and the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party.

                                       10



                  An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified Party
and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

                  All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).

                  (d)      Contribution. If a claim for indemnification under
Section 6(a) or Section 6(b) is unavailable to an Indemnified Party because of a
failure or refusal of a governmental authority to enforce such indemnification
in accordance with its terms (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying, Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 6(c), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 6 was available to such party in

                                       11



accordance with its terms. Notwithstanding anything to the contrary contained
herein, the Holder shall be liable or required to contribute under this Section
6(d) for only that amount as does not exceed the net proceeds to such Holder as
a result of the sale of Registrable Securities pursuant to such Registration
Statement.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties

         7.       Rule 144. The Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
Section 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders
with true and complete copies of all such filings. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a
duly authorized officer as to whether it has complied with such requirements.

         8.       Miscellaneous.

                  (a)      Remedies. In the event of a breach by the Company or
by a Holder, of any of their obligations under this Agreement, each Holder or
the Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

                  (b)      No Inconsistent Agreements. Except for the Hyde
Registration Rights Agreement and the MBV Registration Rights Agreement, the
Company has not, as of the date hereof, entered into any agreement currently in
effect, nor shall the Company, on or after the date of this Agreement, enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Except for the Hyde Registration Rights Agreement and the MBV
Registration Rights Agreement, the Company has not previously entered into any
agreement currently in effect granting any registration rights with respect to
any of its securities to any Person. Without limiting the generality of the
foregoing, the Company shall not, without the written consent of the Holders of
a majority of the then outstanding Registrable Securities, grant to any Person
the right to request the Company to register any securities of the Company under
the Securities Act or any state securities laws unless the rights so granted are
subject in all respects to the prior rights in full of the Holders set forth
herein, and are not otherwise in conflict with the provisions

                                       12



of this Agreement. The Company shall give prompt notice to the Holders of (i)
the Company's receipt of any demand for registration of any of its securities
(including without limitation a demand under the Hyde Registration Rights
Agreement), whether or not the Company considers such demand to be binding upon
the Company, and (ii) any decision by the Company (whether or not pursuant to
any demand) to register any of its securities for sale under the Securities Act
or any state securities laws.

                  (c)      Piggyback on Holder Registrations.

                           (i)      Except as set forth in Section 8(c)(ii)
         below, neither the Company nor any of its security holders (other than
         the Holders in such capacity pursuant hereto) may include securities of
         the Company or such security holder in a Registration Statement filed
         pursuant to a Demand, and the Company shall not after the date hereof
         enter into any agreement providing such right to any of its security
         holders, unless the right so granted is subject in all respects to the
         prior rights in full of the Holders set forth herein, and is not
         otherwise in conflict with the provisions of this Agreement.

                           (ii)     Notwithstanding the foregoing, any
         Registration Statement filed pursuant to the demand of the Holders of
         the Registrable Securities pursuant to Section 2 hereof, may, subject
         to the provisions hereof, include shares of Hyde Registrable Securities
         and MBV Registrable Securities. In the case of an underwritten public
         offering, if the Company after consultation with the managing
         underwriter should reasonably determine that the inclusion of Hyde
         Registrable Securities and/or MBV Registrable Securities would
         materially adversely affect the offering contemplated in such
         Registration Statement, and based on such determination recommends
         inclusion in such Registration Statement of fewer or none of the
         Registrable Securities, the Hyde Registrable Securities and/or the MBV
         Registrable Securities, then fewer or none of Hyde Registrable
         Securities and MBV Registrable Securities shall be included in such
         Registration Statement unless all of the Registrable Securities
         requested to be included in such Registration Statement are so
         included.

                  (d)      Piggy-Back Registrations.

                           (i)      Except as provided in (Section 8(d)(ii))
         below, if, at any time when there is not an effective Registration
         Statement covering the Registrable Shares, the Company shall determine
         to prepare and file with the Commission a registration statement
         relating to an offering for its own account or the account of others
         under the Securities Act of any of its equity securities ("Other
         Securities"), other than on Form S-4 or Form S-8 (each as promulgated
         under the Securities Act) or its then equivalents relating to equity
         securities to be issued solely in connection with any acquisition of
         any entity or business or equity securities issuable in connection with
         stock option or other employee benefit plans, then the Company shall
         send to each Holder of Registrable Securities written notice of such
         determination and, if within thirty (30) days after receipt of such
         notice, any such Holder shall so request in writing (which request
         shall specify the number of Registrable Securities intended to be
         disposed of by the Holders), the Company will cause the registration
         under the Securities Act of all Registrable Securities which the
         Company has been so requested to register by the Holders, to the extent

                                       13



         required to permit the disposition of the Registrable Securities so to
         be registered, provided, however, that if at any time after giving
         written notice of its intention to register Other Securities and prior
         to the effective date of the registration statement filed in connection
         with such registration, the Company shall determine for any reason not
         to register or to delay registration of the Other Securities, the
         Company may, at its election, give written notice of such determination
         to such Holders and, thereupon, (i) in the case of a determination not
         to register, shall be relieved of its obligation to register any
         Registrable Securities in connection with such registration (but not
         from its obligation to pay expenses in accordance with Section 5
         hereof), and (ii) in the case of a determination to delay registering,
         shall be permitted to delay registering any Registrable Securities
         being registered pursuant to this Section 8(d) for the same period as
         the delay in registering the Other Securities. The Company shall
         include in such registration statement all or any part of the
         Registrable Securities which a Holder requests to be registered;
         provided, however, that the Company shall not be required to register
         any Registrable Securities pursuant to this Section 8(d) that are
         eligible for sale pursuant to Rule 144(k) of the Securities Act. In the
         case of an underwritten public offering, if the managing underwriter(s)
         or underwriter(s) should reasonably object to the inclusion of the
         Registrable Securities in such registration statement, or if the
         Company after consultation with the managing underwriter should
         reasonably determine that the inclusion of such Registrable Securities
         would materially adversely affect the offering contemplated in such
         registration statement, and based on such determination recommends
         inclusion in such registration statement of fewer or none of the
         Registrable Securities of the Holders, then (x) the number of
         Registrable Securities, Hyde Registrable Securities and MBV Registrable
         Securities included in such registration statement shall be reduced
         pro-rata among such Holders, any Hyde Holders and any MBV Holders
         seeking respectively to register Registrable Securities, Hyde
         Registrable Securities or MBV Registrable Securities, or (y) none of
         the Registrable Securities of the Holders shall be included in such
         registration statement, if the Company after consultation with the
         underwriter(s) recommends the inclusion of none of such Registrable
         Securities, Hyde Registrable Securities or MBV Registrable Securities;
         provided, however, that, in either case, if securities are being
         offered for the account of other persons or entities as well as the
         Company, such reduction shall not represent a greater fraction of the
         number of Registrable Securities intended to be offered by the Holders
         than the fraction of similar reductions imposed on such other persons
         or entities (other than the Company).

                           (ii)     If, at any time when there is not an
         effective Registration Statement covering the Registrable Shares, the
         Company is required to prepare and file with the Commission a
         registration statement pursuant to the Hyde Registration Rights
         Agreement, then the Company shall send to each Holder of Registrable
         Securities written notice of such requirement and, if within thirty
         (30) days after receipt of such notice, any such Holder shall so
         request in writing (which request shall specify the number of
         Registrable Securities intended to be disposed of by the Holders), the
         Company will cause the registration under the Securities Act of all
         Registrable Securities which the Company has been so requested to
         register by the Holders, to the extent requisite to permit the
         disposition of the Registrable Securities so to be registered. The
         Company shall include in such registration statement all or any part of
         the Registrable Securities which a Holder requests to be registered;
         provided, however, that the Company shall not

                                       14



         be required to register any Registrable Securities pursuant to this
         Section 8(d) that are eligible for sale pursuant to Rule 144(k) of the
         Securities Act. In the case of an underwritten public offering, if the
         Company after consultation with the managing underwriter should
         reasonably determine that the inclusion of such Registrable Securities
         would materially adversely affect the offering contemplated in such
         registration statement, and based on such determination recommend
         inclusion in such registration statement of fewer or none of the
         Registrable Securities of the Holders, then the number of Registrable
         Securities of the Holders included in such registration statement shall
         be reduced in accordance with the Hyde Registration Rights Agreement.

                  (e)      Failure to File Registration Statement and Other
Events. The Company and the Holders agree that the Holders will suffer damages
if the Registration Statement is not filed on or prior to the Filing Date and
not declared effective by the Commission on or prior to the Effectiveness Date
and maintained in the manner contemplated herein during the Effectiveness
Period. The Company and the Holders further agree that it would not be feasible
to ascertain the extent of such damages with precision. Accordingly, if (i) the
Registration Statement is not filed on or prior to the Filing Date, or is not
declared effective by the Commission on or prior to the Effectiveness Date (or
in the event an additional Registration Statement is filed because the actual
number of shares of Common Stock into which the Preferred Stock is convertible
exceeds the number of shares of Common Stock initially registered is not filed
and declared effective within the time periods set forth in Section 2 (subject
to the right of the Company under Section 2 to delay such filing), or (ii) the
Company fails to file with the Commission a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act within five (5)
Business Days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that a Registration Statement will not
be "reviewed," or not subject to further review, or (iii) the Registration
Statement is filed with and declared effective by the Commission but thereafter
ceases to be effective for a period in excess of ten (10) Business Days as to
the Registrable Securities for which such Registration Statement is filed at any
time prior to the expiration of the Effectiveness Period, without being
succeeded immediately by a subsequent Registration Statement filed with and
declared effective by the Commission, or (iv) trading in the Common Stock shall
be suspended or if the Common Stock is delisted from any Exchange for any reason
for more than three (3) Business Days in the aggregate, or (any such failure or
breach being referred to as an "Event"), the Company shall pay in cash as
liquidated damages for such failure and not as a penalty to any Holder whose
Registrable Securities are included on such Registration Statement (or for which
a Demand was made during the Demand Period) remain unsold (such securities being
"Unsold Securities") as a result of such Event, except as set forth below, an
amount equal to two percent (2%) of such Holder's Unsold Securities' pro rata
share of the purchase price paid by Purchaser and its Affiliates pursuant to the
Purchase Agreement for the initial thirty (30) day period until the applicable
Event has been cured, which shall be pro rated for such periods less than thirty
(30) days and two percent (2%) of such Holder's Unsold Securities' pro rata
share of the purchase price paid by Purchaser and its Affiliates for the
Preferred Stock pursuant to the Purchase Agreement for each subsequent thirty
(30) day period until the applicable Event has been cured which shall be pro
rated for such periods less than thirty days (the "Periodic Amount").
Notwithstanding the foregoing, to the extent the Event occurs for any reason not
within the control of the Company, the Company shall have an additional 60 days
to cure any Event without penalty and upon failure to cure within such 60 day
period, the 2% penalty

                                       15



provided above shall then apply to such continued Event but the 2% penalty shall
be reduced to 1%. Payments to be made pursuant to this Section 8(e) shall be due
and payable immediately upon demand in immediately available cash funds. The
parties agree that the Periodic Amount represents a reasonable estimate on the
part of the parties, as of the date of this Agreement, of the amount of damages
that may be incurred by the Holders if the Registration Statement is not filed
on or prior to the Filing Date or has not been declared effective by the
Commission on or prior to the Effectiveness Date (subject to the right of the
Company under Section 2 to delay such filing) and maintained in the manner
contemplated herein during the Effectiveness Period or if any other Event as
described herein has occurred.

                  (f)      Specific Enforcement, Consent to Jurisdiction.

                           (i)      The Company and the Holders acknowledge and
         agree that irreparable damage would occur in the event that any of the
         provisions of this Agreement or the Purchase Agreement were not
         performed in accordance with their specific terms or were otherwise
         breached. It is accordingly agreed that the parties shall be entitled
         to an injunction or injunctions to prevent or cure breaches of the
         provisions of this Agreement or the Purchase Agreement and to enforce
         specifically the terms and provisions hereof or thereof, this being in
         addition to any other remedy to which any of them may be entitled by
         law or equity.

                           (ii)     Each of the Company and the Holders (i)
         hereby irrevocably submits to the exclusive jurisdiction of the state
         and federal courts located in New York City, New York for the purposes
         of any suit, action or proceeding arising out of or relating to this
         Agreement or the Purchase Agreement and (ii) hereby waives, and agrees
         not to assert in any such suit, action or proceeding, any claim that it
         is not personally subject to the jurisdiction of such court, that the
         suit, action or proceeding is brought in an inconvenient forum or that
         the venue of the suit, action or proceeding is improper. Each of the
         Company and the Holders consents to process being served in any such
         suit, action or proceeding by mailing a copy thereof to such party at
         the address in effect for notices to it under this Agreement and agrees
         that such service shall constitute good and sufficient service of
         process and notice thereof. Nothing in this Section 8(f) shall affect
         or limit any right to serve process in any other manner permitted by
         law.

                  (g)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and a majority of the Holders.

                  (h)      Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the Business Day
following the date of deposit with a nationally recognized overnight courier
service or (ii) actual receipt by the party to whom such notice is required to
be given. The addresses for such communications shall be, with respect to each
Holder, at its address as set forth in the stock transfer records of the
Company, and with respect to the Company, addressed to:

                                       16



                                    GTx, Inc.
                                    3 North Dunlap Street - 3rd Floor
                                    Van Vleet Building
                                    Memphis, Tennessee 38163
                                    Attn:  Dr. Mitch S. Steiner
                                    Fax No.:  901-523-9772

or to such other address or addresses as any such party may most recently have
designated in writing to the other parties hereto by such notice. Copies of
notices to the Company shall be sent to Henry P. Doggrell, General Counsel, GTx,
Inc., 3 North Dunlap Street, 3rd Floor, Van Vleet Building, Memphis, Tennessee,
38163, Fax: 901-523-9772. Copies of notices to any Holder shall be sent to the
addresses listed on Schedule 1 attached hereto, if applicable. Copies of notices
to the Purchaser shall be sent to Kane Kessler, P.C., 1350 Avenue of the
Americas, New York, New York 10019, Attn. Robert L. Lawrence, Esq.

                  (i)      Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns and shall inure to the benefit of each Holder and its
successors and assigns. The Company may not assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the
majority of the Holders. Each Holder may assign its rights hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.

                  (j)      Assignment of Registration Rights. The rights of each
Holder hereunder shall be automatically assignable by each Holder to any
transferee of such Holder of all or a portion of the Purchaser Stock or the
Registrable Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with
written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment the further
disposition of such securities by the transferee or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of
this Section 8(j), the transferee or assignee agrees in writing with the Company
to be bound by all of the provisions of this Agreement, and (v) such transfer
shall have been made in accordance with the applicable requirements of the
Purchase Agreement. In addition, each Holder shall have the right to assign its
rights hereunder to any other Person with the prior written consent of the
Company, which consent shall not be unreasonably withheld. The rights to
assignment shall apply to the Holders (and to subsequent) successors and
assigns.

                  (k)      Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

                                       17



                  (l)      Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of law thereof. The courts of the state of New
York and the federal courts located in the Borough of Manhattan, New York City,
New York, shall have exclusive jurisdiction with respect to any action or
proceeding regarding this Agreement, and each party hereby consents to the
jurisdiction of such courts and venue in the County of New York.

                  (m)      Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

                  (n)      Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable in any respect, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (o)      Headings. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.

                  (p)      Shares Held by the Company and its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its Affiliates (other than any Holder or transferees or successors or
assigns thereof if such Holder is deemed to be an Affiliate solely by reason of
its holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

                  (q)      Notice of Effectiveness. Within two (2) business days
after the Registration Statement which includes the Registrable Securities is
ordered effective by the Commission, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such Registration Statement) confirmation that the Registration
Statement has been declared effective by the Commission in the form attached
hereto as Exhibit A.

                  (r)      Cancellation of Previous Registration Rights
Agreements. This Agreement replaces any and all existing registration rights
agreements between the Company and Purchaser (the "Previous Agreements"). The
Company and the Purchaser hereby cancel all Previous Agreements in their
entirety. Both the Company and the Purchaser agree that as of the date hereof,
neither party has any existing liability or continuing obligation or right under
any of the Previous Agreements.

                  (s)      Termination. Upon the sale of all the Registrable
Securities under a registration statement or pursuant to Rule 144(k) (as
determined by the counsel to the Company

                                       18



pursuant to a written opinion letter, addressed to the Company's transfer agent)
the registration obligations of the Company under this Agreement shall
automatically terminate.

                            [Signature Pages Follow]

                                       19



         In Witness Whereof, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.

GTx, INC.                                       ORACLE PARTNERS, L.P.

By:  /s/ Marc S. Hanover                        By:   /s/ Larry Feinberg
     _________________________                      __________________________
Name:    Marc S. Hanover                        Name:   Larry Feinberg
     _________________________                  ___________________________
Title:  President - COO                         Title:   Managing Member
      ________________________                     __________________________

                                       20



                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Name and Address of Counsel]

         Re:      GTx, Inc.

Dear [______]:

         We are counsel to GTx, Inc., a Tennessee corporation (the "Company"),
and have represented the Company in connection with that certain purchase
agreement (the "Purchase Agreement") dated as of ___________ __, 2002 by and
among the Company and the purchaser named therein (the "Holder," which term
includes its successors and assigns) pursuant to which the Company issued to the
Holder its 8% Series E Cumulative Convertible Preferred Stock, which is
convertible into shares of the Company's common stock, no par value (the "Common
Stock"). Pursuant to the Purchase Agreement, the Company has also entered into a
Registration Rights Agreement with the Holders (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the "1933 Act"). In
connection with the Company's obligations under the Registration Rights
Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
on Form [S-1] (File No. 333-____________) (the "Registration Statement") with
the Securities and Exchange Commission (the "SEC") relating to the Registrable
Securities which names each of the Holders as a selling stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the
Registration Statement.

                                        Very truly yours,

                                        By:__________________________________

cc:      [LIST NAMES OF HOLDERS]

                                       21

                                                                     EXHIBIT 4.4

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of August 7, 2003 among GTX, INC., a Tennessee corporation (the
"Company"), and J.R. HYDE, III (the "Purchaser").

         This Agreement is being entered into pursuant to that certain purchase
agreement dated as of the date hereof between the Company, the Purchaser and the
other purchasers described therein (the "Purchase Agreement") pursuant to which
the Purchaser is acquiring shares of the Company's Series E Preferred Stock (as
hereinafter defined).

         The Company and the Purchaser hereby agree as follows:

         1.       Definitions.

                  (a)      Capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in the Purchase Agreement. As
used in this Agreement, the following terms shall have the following meanings:

         "Advice" shall have the meaning set forth in Section 4(c).

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
Tennessee generally are authorized or required by law or other government
actions to close.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Company's common stock, no par value per
share.

         "Demand" has the meaning set forth in Section 2 hereof.

         "Demand Date" means the date on which the majority in interest of
Holders request that the Company effect a registration statement pursuant to
Section 2 hereof.

         "Demand Period" shall have that meaning set forth in Section 2.

         "Effectiveness Date" means, with respect to the Registration Statement,
the 180th day following the Demand Date.

         "Effectiveness Period" shall have the meaning set forth in Section 2.



         "Event" shall have the meaning set forth in Section 8(e).

         "Exchange" means, at any time and from time to time hereafter, any
securities exchange, automated interdealer quotation system or other
over-the-counter market on which any of the Company's securities are listed or
regularly traded or quoted.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Filing Date" shall mean the 60th day following the Demand Date.

         "Holder" or "Holders" means the holder or holders, as the case may be,
from time to time of Registrable Securities.

         "Holder Representative" shall have the meaning set forth in Section 2.

         "Indemnified Party" shall have the meaning set forth in Section 6(c).

         "Indemnifying Party" shall have the meaning set forth in Section 6(c).

         "Losses" shall have the meaning set forth in Section 6(a).

         "MBV Holders" means the holders of the MBV Registrable Securities.

         "MBV Registrable Securities" means the "Registrable Securities" as
defined in the MBV Registration Rights Agreement.

         "MBV Registration Rights Agreement" means that certain registration
rights agreement between the Company and Memphis Biomed Ventures I, L.P., dated
as of the date of this Agreement.

         "Oracle Holders" means the holders of the Oracle Registrable
Securities.

         "Oracle Registrable Securities" means the "Registrable Securities" as
defined in the Oracle Registration Rights Agreement.

         "Oracle Registration Rights Agreement" means that certain registration
rights agreement between the Company and Oracle Partners, L.P., dated as of the
date of this Agreement.

         "Other Securities" has the meaning set forth in Section 8(d)(i).

         "Person," whether or not capitalized, means a natural person,
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, partnership (including a limited partnership), limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

                                       2



         "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.

         "Purchase Agreement" as the meaning set forth in the second
introductory paragraph of this Agreement.

         "Purchaser Stock" means (i) all Series A Preferred Stock and B
Preferred Stock (ii) Series C Preferred Stock issued to J. R. Hyde, III, and
Pittco Associates, LP pursuant to that certain purchase agreement dated as of
October 5, 2001 by and among the Company, Oracle Partners, L.P., Oracle
Investment Management, Inc., the Purchaser, and Pittco Associates, LP (iii)
Series D Preferred Stock issued to Purchaser or his Affiliates pursuant to that
certain purchase agreement, dated as of July 17, 2002, by and among the Company,
the Purchaser, Oracle Partners, L.P., Oracle Institutional Partners, L.P., and
Memphis Biomed Ventures, L.P.; (iv) Series E Preferred Stock issued to Purchaser
pursuant to the Purchase Agreement; and (v) any security issued as a dividend to
a beneficial owner of the preferred stock identified in subsections (i), (ii),
(iii) and (iv).

         "Registrable Securities" means (i) the shares of Common Stock now or at
any time hereafter issuable upon conversion of the Purchaser Stock and (ii) any
other securities which may hereafter become receivable by the Holders upon
conversion of the Purchaser Stock, including any dividend or other distribution
with respect to, conversion or exchange of, or in replacement of, Registrable
Securities.

         "Registration Statement" means the registration statement contemplated
by Section 2, including (in each case) the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference in such registration statement.

         "Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 158" means Rule 158 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended.

                                       3



         "Series A Preferred Stock" means the 8% Series A Cumulative Convertible
Preferred Stock of the Company.

         "Series B Preferred Stock" means the 8% Series B Cumulative Convertible
Preferred Stock of the Company.

         "Series C Preferred Stock" means the 8% Series C Cumulative Convertible
Preferred Stock of the Company.

         "Series D Preferred Stock" means the 8% Series D Cumulative Convertible
Preferred Stock of the Company.

         "Series E Preferred Stock" means the 8% Series E Cumulative Convertible
Preferred Stock of the Company.

         "Special Counsel" means any special counsel to the Holder
Representative as designated by a majority of the Holders.

         "Unsold Securities" shall have the meaning set forth in Section 8(e).

                  (b)      Use of the singular or of the plural shall be
construed to include both the singular and the plural unless the context clearly
indicates that only the singular or only the plural is intended. Use of any
gender shall be construed to include all other genders unless the context
clearly indicates that less than all the genders is intended.

         2.       Demand Registration. At any time after the Company has filed
any Registration Statement under the Securities Act, during which there is no
effective registration statement relating to the Registrable Securities, the
Holders of not less than a majority in interest of the Registrable Securities
may make up to two (2) requests in writing (each a "Demand") requiring the
Company to effect a registration under the Securities Act of Registrable
Securities. Upon receipt of such a Demand, the Company shall, not later than the
Filing Date, prepare and file with the Commission a "shelf" Registration
Statement covering all Registrable Securities for which such Demand is made for
an offering to be made on a continuous basis pursuant to Rule 415. Both
Registration Statements made pursuant to a Demand shall be on a form appropriate
for registration in accordance herewith; provided, however, that only one such
Registration Statement need be on Form S-1. Included in such Demand from the
Holders of not less than a majority of the Registrable Securities shall be a
written designation of a person or entity to act as the agent representative for
such Holders (the "Holder Representative"). The Holder Representative shall have
exclusive authority to act for such Holders, and its action and consents shall
be binding upon the Holders except as otherwise specifically provided herein.
The Company shall (i) not permit any securities other than the Registrable
Securities to be included in the Registration Statement (unless such requirement
is waived in writing by the Holder Representative, or as provided pursuant to
Section 8(c)(ii) hereof) and (ii) use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act (including filing
with the Commission a request for acceleration of effectiveness in accordance
with Rule 461 promulgated under the Securities Act within five (5) Business Days
of the date that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that a Registration Statement will not be "reviewed,"
or not be subject to further review, and to keep

                                       4



such Registration Statement continuously effective under the Securities Act
until such date as is the earlier of (x) the date when all Registrable
Securities covered by such Registration Statement have been sold or (y) the date
on which the Registrable Securities may be sold without any restriction pursuant
to Rule 144(k) as determined by the counsel to the Company pursuant to a written
opinion letter, addressed to the Company's transfer agent to such effect (the
"Effectiveness Period"). If the Company receives a Demand from one or more
Holders constituting Holders of a majority of the Registrable Securities and the
designation of a Holder Representative to act as their exclusive agent, the
Company shall, not later than one business day thereafter, give notice thereof
(the "Demand Notice") to all other Holders, who shall then have 30 days (the
"Demand Period") to serve their own Demands for registration and their own
agreement to appoint the Holder Representative as their exclusive agent. At the
end of the Demand Period, (i) the Company shall proceed with the registration of
all the Registrable Securities for which such a Demand is made and keep such
Registration Statement continuously effective throughout the Effectiveness
Period as required by this Agreement. Notwithstanding the foregoing, the Company
shall be entitled to postpone for up to 90 days the filing, effectiveness,
supplementing or amending of any registration statement otherwise required to be
prepared and filed pursuant to this Agreement, if the Board of Directors of the
Company determines that such registration or the offer and sale of Registrable
Securities contemplated thereby would interfere with, or require premature
disclosure of, any material financing, acquisition, disposition, reorganization
or other transaction involving the Company or any of its subsidiaries and the
Company promptly gives the Holder notice of such determination. The Holders
hereby acknowledge that any notice given by the Company pursuant to this Section
2 shall constitute material non-public information and that the United States
securities laws prohibit any Person who has material non-public information
about a company from purchasing or selling securities of such company or from
communicating such information to any other Person under circumstances in which
it is reasonably foreseeable that such Person is likely to purchase or sell such
securities.

         3.       Registration Procedures. In connection with the Company's
registration obligations pursuant to Section 2 hereof, the Company shall:

                  (a)      Prepare and file with the Commission on or prior to
the Filing Date, a Registration Statement on Form S-1 (or on another form
appropriate for such registration in accordance herewith) in accordance with the
method or methods of distribution thereof as specified by the Holder
Representative (except if otherwise directed by the Holder Representative), and
cause the Registration Statement to become effective and remain effective during
the Effectiveness Period; provided, however, that not less than five (5)
Business Days prior to the filing of the Registration Statement or any related
Prospectus or any amendment or supplement thereto (including any document that
would be incorporated therein by reference), the Company shall (i) furnish to
the Holder Representative and its Special Counsel, copies of all such documents
proposed to be filed, which documents (other than those incorporated by
reference) will be subject to the review of the Holders and the Special Counsel,
and (ii) at the request of the Holder Representative, cause its officers and
directors, counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of the Special
Counsel to the Holder Representative, to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file the
Registration Statement or any such Prospectus or any amendments or supplements
thereto to

                                       5



which the Holder Representative or the Special Counsel shall reasonably object
in writing within three (3) Business Days of their receipt thereof.

                  (b)      (i) Prepare and file with the Commission such
amendments including post-effective amendments, to the Registration Statement as
may be necessary to keep the Registration Statement continuously effective as to
the Registrable Securities for the Effectiveness Period; (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
(iii) respond as promptly as practicable to any comments received from the
Commission with respect to the Registration Statement or any amendment thereto
and as promptly as practicable provide the Holder Representative true and
complete copies of all correspondence from and to the Commission relating to the
Registration Statement.

                  (c)      Notify the Holder Representative and the Special
Counsel as promptly as possible but in no event less than five (5) Business Days
prior to such filing, and confirm such notice in writing no later than one (1)
Business Day following the day when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement: (A) is proposed to be
filed; (B) when the Commission notifies the Company whether there will be a
"review" of such Registration Statement and whenever the Commission comments in
writing on such Registration Statement; and (C) with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
and during the Effectiveness Period, (i) of any request by the Commission or any
other Federal or state governmental authority for amendments or supplements to
the Registration Statement or Prospectus or for additional information; (ii) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (iv) of the occurrence of any event that makes any statement made
in the Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration Statement, Prospectus or other
documents so that, in the case of the Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

                  (d)      Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the effectiveness of
the Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

                  (e)      If requested by the Holder Representative, (i)
promptly incorporate in a Prospectus supplement or post-effective amendment to
the Registration Statement such information as the Company reasonably agrees
should be included therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as

                                       6



practicable after the Company has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

                  (f)      Furnish the Holder Representative and the Special
Counsel, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto, including financial statements and
schedules, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits to the extent reasonably requested, promptly after
the filing of such documents with the Commission.

                  (g)      Promptly deliver to Holder Representative and the
Special Counsel, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as either may reasonably request; and the Company hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offer and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto.

                  (h)      Prior to any public offering of Registrable
Securities, use its best efforts to register or qualify or cooperate with the
Holder Representative and the Special Counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Holder requests in writing, to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period and to do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Registrable Securities covered by a
Registration Statement; provided, however, that the Company shall not be
required to qualify generally to do business in any jurisdiction where it is not
then so qualified or to take any action that would subject it to general service
of process in any such jurisdiction where it is not then so subject or subject
the Company to any material tax in any such jurisdiction where it is not then so
subject.

                  (i)      Cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to a Registration Statement, which certificates shall be free
of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

                  (j)      Upon the occurrence of any event contemplated by
Section 3(c)(iv), as promptly as practicable, prepare a supplement or amendment,
including a post-effective amendment, to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither the Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

                  (k)      Use its best efforts to cause all Registrable
Securities relating to such Registration Statement to be listed on each
Exchange.

                                       7



                  (l)      Comply in all material respects with all applicable
rules and regulations of the Commission and make generally available to its
security holders earning statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 not later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period
is a fiscal year) commencing on the first day of the first fiscal quarter of the
Company after the effective date of the Registration Statement, which statement
shall conform to the requirements of Rule 158.

                  (m)      Require each selling Holder to furnish to the Company
information regarding such Holder and the distribution of such Registrable
Securities as is required by law to be disclosed in the Registration Statement,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who fails to furnish such information within a reasonable time
prior to the filing of each Registration Statement, supplemented Prospectus
and/or amended Registration Statement.

         If the Registration Statement refers to any Holder by the name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the Securities Act or any similar federal statute or
regulation then in force) the deletion of the reference to such Holder in any
amendment or supplement to the Registration Statement filed or prepared
subsequent to the time that such reference ceases to be required.

         4.       Holder Obligations. In connection with the Company's
registration obligations hereunder, each Holder:

                  (a)      Covenants and agrees that it will not sell any
Registrable Securities under the Registration Statement until it has received
copies of the Prospectus as then amended or supplemented as contemplated in
Section 3(g) and notice from the Company that such Registration Statement and
any post-effective amendments thereto have become effective as contemplated by
Section 3(c).

                  (b)      Covenants and agrees that it and its officers,
directors or Affiliates, if any, will comply with the prospectus delivery
requirements of the Securities Act as applicable to them in connection with
sales of Registrable Securities pursuant to the Registration Statement.

                  (c)      Agrees by its acquisition of the Registrable
Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in Section 3(c)(i), Section 3(c)(ii), Section
3(c)(iii) or Section 3(c)(iv), such Holder will forthwith discontinue
disposition of such Registrable Securities under the Registration Statement
until such Holder's receipt of the copies of the supplemented Prospectus and/or
amended Registration Statement contemplated by Section 3(j), or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement.

         5.       Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not

                                       8



the Registration Statement is filed or becomes effective and whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any
Exchange on which Registrable Securities are required hereunder to be listed,
(B) with respect to filings required to be made with the Commission, (C) with
respect to filings required to be made under the rules of any Exchange and (D)
in compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of Special Counsel for the Holder
Representative in connection with Blue Sky qualifications of the Registrable
Securities and determination of the eligibility of the Registrable Securities
for investment under the laws of such jurisdictions as the Holder Representative
may reasonably designate)), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is requested by the Holder
Representative), (iii) messenger, telephone and delivery expenses, (iv)
Securities Act liability insurance, if the Company so desires such insurance,
and (v) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement, including, without limitation, the Company's independent public
accountants (including the expenses of any comfort letters or costs associated
with the delivery by independent public accountants of a comfort letter or
comfort letters) and Special Counsel selected by the Holder Representative. In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.
Notwithstanding the foregoing, the Company shall not be responsible for the
payment of (i) underwriting discounts or commissions or (ii) any expense of any
registration proceeding began pursuant to Section 2 if the registration is
subsequently withdrawn at the request of the Holder Representative (in which
case all Holders shall bear all such expenses pro rata).

         6.       Indemnification.

                  (a)      Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable costs of preparation and reasonable attorneys' fees) and
expenses (collectively, "Losses"), as incurred, arising out of or relating to
any untrue or alleged untrue statement of a material fact contained in the
Registration Statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances

                                       9



under which they were made) not misleading, except to the extent, but only to
the extent, that such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, which information was reasonably relied on by
the Company for use therein or to the extent that such information relates to
such Holder or such Holder's proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement thereto. The Company shall notify
the Holders promptly of the institution, threat or assertion of any Proceeding
of which the Company is aware in connection with the transactions contemplated
by this Agreement. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of an Indemnified Party (as
defined in Section 6(c) to this Agreement) and shall survive the transfer of the
Registrable Securities by the Holders.

                  (b)      Indemnification by Holders. Each Holder shall,
severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and its directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against all Losses, as incurred, arising solely out of or based solely upon any
untrue statement of a material fact contained in the Registration Statement, any
Prospectus, or any form of prospectus, or arising solely out of or based solely
upon any omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in the light of the circumstances under which
they were made) not misleading, to the extent, but only to the extent, that such
untrue statement or omission is contained in or omitted from any information so
furnished in writing by such Holder to the Company specifically for inclusion in
the Registration Statement or such Prospectus and that such information was
reasonably relied upon by the Company for use in the Registration Statement,
such Prospectus or such form of prospectus or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus Supplement. Notwithstanding anything to
the contrary contained herein, the Holder shall be liable under this Section
6(b) for only that amount as does not exceed the net proceeds to such Holder as
a result of the sale of Registrable Securities pursuant to such Registration
Statement.

                  (c)      Conduct of Indemnification Proceedings. If any
Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an "Indemnified Party"), such Indemnified Party promptly shall notify
the Person from whom indemnity is sought (the "Indemnifying Party) in writing,
and the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party.

                                       10



                  An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified Party
and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

                  All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).

                  (d)      Contribution. If a claim for indemnification under
Section 6(a) or Section 6(b) is unavailable to an Indemnified Party because of a
failure or refusal of a governmental authority to enforce such indemnification
in accordance with its terms (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 6(c), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 6 was available to such party in

                                       11



accordance with its terms. Notwithstanding anything to the contrary contained
herein, the Holder shall be liable or required to contribute under this Section
6(d) for only that amount as does not exceed the net proceeds to such Holder as
a result of the sale of Registrable Securities pursuant to such Registration
Statement.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties

         7.       Rule 144. The Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
Section 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders
with true and complete copies of all such filings. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a
duly authorized officer as to whether it has complied with such requirements.

         8.       Miscellaneous.

                  (a)      Remedies. In the event of a breach by the Company or
by a Holder, of any of their obligations under this Agreement, each Holder or
the Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

                  (b)      No Inconsistent Agreements. Except for the Oracle
Registration Rights Agreement and the MBV Registration Rights Agreement, the
Company has not, as of the date hereof entered into any agreement currently in
effect, nor shall the Company, on or after the date of this Agreement, enter
into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. Except for the Oracle Registration Rights Agreement and the
MBV Registration Rights Agreement, the Company has not previously entered into
any agreement currently in effect granting any registration rights with respect
to any of its securities to any Person. Without limiting the generality of the
foregoing, the Company shall not, without the written consent of the Holders of
a majority of the then outstanding Registrable Securities, grant to any Person
the right to request the Company to register any securities of the Company under
the Securities Act or any state securities laws unless the rights so granted are
subject in all respects to the prior rights in full of the Holders set forth
herein, and are not otherwise in conflict with the provisions

                                       12



of this Agreement. The Company shall give prompt notice to the Holders of (i)
the Company's receipt of any demand for registration of any of its securities
(including without limitation a demand under the Oracle Registration Rights
Agreement), whether or not the Company considers such demand to be binding upon
the Company, and (ii) any decision by the Company (whether or not pursuant to
any demand) to register any of its securities for sale under the Securities Act
or any state securities laws.

                  (c)      Piggyback on Holder Registrations.

                           (i)      Except as set forth in Section 8(c)(ii)
         below, neither the Company nor any of its security holders (other than
         the Holders in such capacity pursuant hereto) may include securities of
         the Company in a Registration Statement filed pursuant to a demand
         under this Agreement, and the Company shall not after the date hereof
         enter into any agreement providing such right to any of its security
         holders, unless the right so granted is subject in all respects to the
         prior rights in full of the Holders set forth herein, and is not
         otherwise in conflict with the provisions of this Agreement.

                           (ii)     Notwithstanding the foregoing, any
         Registration Statement filed pursuant to the demand of the Holders of
         the Registrable Securities pursuant to Section 2 hereof, may, subject
         to the provisions hereof, include shares of Oracle Registrable
         Securities and MBV Registrable Securities. In the case of an
         underwritten public offering, if the Company after consultation with
         the managing underwriter should reasonably determine that the inclusion
         of Oracle Registrable Securities and/or MBV Registrable Securities
         would materially adversely affect the offering contemplated in such
         Registration Statement, and based on such determination recommends
         inclusion in such Registration Statement of fewer or none of the
         Registrable Securities, the Oracle Registrable Securities and/or the
         MBV Registrable Securities, then fewer or none of Oracle Registrable
         Securities and MBV Registrable Securities shall be included in such
         Registration Statement unless all of the Registrable Securities
         requested to be included in such Registration Statement are so
         included.

                  (d)      Piggy-Back Registrations.

                           (i)      Except as provided in Section 8(d)(ii)
         below, if, at any time when there is not an effective Registration
         Statement covering the Registrable Shares, the Company shall determine
         to prepare and file with the Commission a registration statement
         relating to an offering for its own account or the account of others
         under the Securities Act of any of its equity securities ("Other
         Securities"), other than on Form S-4 or Form S-8 (each as promulgated
         under the Securities Act) or its then equivalents relating to equity
         securities to be issued solely in connection with any acquisition of
         any entity or business or equity securities issuable in connection with
         stock option or other employee benefit plans, then the Company shall
         send to each Holder of Registrable Securities written notice of such
         determination and, if within thirty (30) days after receipt of such
         notice, any such Holder shall so request in writing (which request
         shall specify the number of Registrable Securities intended to be
         disposed of by the Holders), the Company will cause the registration
         under the Securities Act of all Registrable Securities which the
         Company has been so requested to register by the Holders, to the extent

                                       13



         required to permit the disposition of the Registrable Securities so to
         be registered, provided, however, that if at any time after giving
         written notice of its intention to register Other Securities and prior
         to the effective date of the registration statement filed in connection
         with such registration, the Company shall determine for any reason not
         to register or to delay registration of the Other Securities, the
         Company may, at its election, give written notice of such determination
         to such Holders and, thereupon, (i) in the case of a determination not
         to register, shall be relieved of its obligation to register any
         Registrable Securities in connection with such registration (but not
         from its obligation to pay expenses in accordance with Section 5
         hereof), and (ii) in the case of a determination to delay registering,
         shall be permitted to delay registering any Registrable Securities
         being registered pursuant to this Section 8(d) for the same period as
         the delay in registering the Other Securities. The Company shall
         include in such registration statement all or any part of the
         Registrable Securities which a Holder requests to be registered;
         provided, however, that the Company shall not be required to register
         any Registrable Securities pursuant to this Section 8(d) that are
         eligible for sale pursuant to Rule 144(k) of the Securities Act. In the
         case of an underwritten public offering, if the managing underwriter(s)
         or underwriter(s) should reasonably object to the inclusion of the
         Registrable Securities in such registration statement, or if the
         Company after consultation with the managing underwriter should
         reasonably determine that the inclusion of such Registrable Securities
         would materially adversely affect the offering contemplated in such
         registration statement, and based on such determination recommends
         inclusion in such registration statement of fewer or none of the
         Registrable Securities of the Holders, then (x) the number of
         Registrable Securities, Oracle Registrable Securities and MBV
         Registrable Securities included in such registration statement shall be
         reduced pro-rata among such Holders, any Oracle Holders and any MBV
         Holders seeking respectively to register Registrable Securities, Oracle
         Registrable Securities or MBV Registrable Securities, or (y) none of
         the Registrable Securities of the Holders shall be included in such
         registration statement, if the Company after consultation with the
         underwriter(s) recommends the inclusion of none of such Registrable
         Securities, Oracle Registrable Securities or MBV Registrable
         Securities; provided, however, that, in either case, if securities are
         being offered for the account of other persons or entities as well as
         the Company, such reduction shall not represent a greater fraction of
         the number of Registrable Securities intended to be offered by the
         Holders than the fraction of similar reductions imposed on such other
         persons or entities (other than the Company).

                           (ii)     If, at any time when there is not an
         effective Registration Statement covering the Registrable Shares, the
         Company is required to prepare and file with the Commission a
         registration statement pursuant to the Oracle Registration Rights
         Agreement, then the Company shall send to each Holder of Registrable
         Securities written notice of such requirement and, if within thirty
         (30) days after receipt of such notice, any such Holder shall so
         request in writing (which request shall specify the number of
         Registrable Securities intended to be disposed of by the Holders), the
         Company will cause the registration under the Securities Act of all
         Registrable Securities which the Company has been so requested to
         register by the Holders, to the extent requisite to permit the
         disposition of the Registrable Securities so to be registered. The
         Company shall include in such registration statement all or any part of
         the Registrable Securities which a Holder requests to be registered;
         provided, however, that the Company shall not

                                       14



         be required to register any Registrable Securities pursuant to this
         Section 8(d) that are eligible for sale pursuant to Rule 144(k) of the
         Securities Act. In the case of an underwritten public offering, if the
         Company after consultation with the managing underwriter should
         reasonably determine that the inclusion of such Registrable Securities
         would materially adversely affect the offering contemplated in such
         registration statement, and based on such determination recommend
         inclusion in such registration statement of fewer or none of the
         Registrable Securities of the Holders, then the number of Registrable
         Securities of the Holders included in such registration statement shall
         be reduced in accordance with the Oracle Registration Rights Agreement.

                  (e)      Failure to File Registration Statement and Other
Events. The Company and the Holders agree that the Holders will suffer damages
if the Registration Statement is not filed on or prior to the Filing Date and
not declared effective by the Commission on or prior to the Effectiveness Date
and maintained in the manner contemplated herein during the Effectiveness
Period. The Company and the Holders further agree that it would not be feasible
to ascertain the extent of such damages with precision. Accordingly, if (i) the
Registration Statement is not filed on or prior to the Filing Date, or is not
declared effective by the Commission on or prior to the Effectiveness Date (or
in the event an additional Registration Statement is filed because the actual
number of shares of Common Stock into which the Preferred Stock is convertible
exceeds the number of shares of Common Stock initially registered is not filed
and declared effective within the time periods set forth in Section 2 (subject
to the right of the Company under Section 2 to delay such filing), or (ii) the
Company fails to file with the Commission a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act within five (5)
Business Days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the Commission that a Registration Statement will not
be "reviewed," or not subject to further review, or (iii) the Registration
Statement is filed with and declared effective by the Commission but thereafter
ceases to be effective for a period in excess of ten (10) Business Days as to
the Registrable Securities for which such Registration Statement is filed at any
time prior to the expiration of the Effectiveness Period, without being
succeeded immediately by a subsequent Registration Statement filed with and
declared effective by the Commission, or (iv) trading in the Common Stock shall
be suspended or if the Common Stock is delisted from any Exchange for any reason
for more than three (3) Business Days in the aggregate, or (v) the conversion
rights of the Holders are suspended for any reason (any such failure or breach
being referred to as an "Event"), the Company shall pay in cash as liquidated
damages for such failure and not as a penalty to any Holder whose Registrable
Securities are included on such Registration Statement (or for which a Demand
was made during the Demand Period) remain unsold (such securities being "Unsold
Securities") as a result of such Event, except as set forth below, an amount
equal to two percent (2%) of such Holder's Unsold Securities' pro rata share of
the purchase price paid by Purchaser and its Affiliates pursuant to the Purchase
Agreement for the initial thirty (30) day period until the applicable Event has
been cured, which shall be pro rated for such periods less than thirty (30) days
and two percent (2%) of such Holder's Unsold Securities' pro rata share of the
purchase price paid by Purchaser and its Affiliates for the Preferred Stock
pursuant to the Purchase Agreement for each subsequent thirty (30) day period
until the applicable Event has been cured which shall be pro rated for such
periods less than thirty days (the "Periodic Amount"). Notwithstanding the
foregoing, to the extent the Event occurs for any reason not within the control
of the Company, the Company shall have an additional 60 days to cure any

                                       15



Event without penalty and upon failure to cure within such 60 day period, the 2%
penalty provided above shall then apply to such continued Event but the 2%
penalty shall be reduced to 1%. Payments to be made pursuant to this Section
8(e) shall be due and payable immediately upon demand in immediately available
cash funds. The parties agree that the Periodic Amount represents a reasonable
estimate on the part of the parties, as of the date of this Agreement, of the
amount of damages that may be incurred by the Holders if the Registration
Statement is not filed on or prior to the Filing Date (subject to the right of
the Company under Section 2 to delay such filing) or has not been declared
effective by the Commission on or prior to the Effectiveness Date and maintained
in the manner contemplated herein during the Effectiveness Period or if any
other Event as described herein has occurred.

                  (f)      Specific Enforcement, Consent to Jurisdiction.

                           (i)      The Company and the Holders acknowledge and
         agree that irreparable damage would occur in the event that any of the
         provisions of this Agreement or the Purchase Agreement were not
         performed in accordance with their specific terms or were otherwise
         breached. It is accordingly agreed that the parties shall be entitled
         to an injunction or injunctions to prevent or cure breaches of the
         provisions of this Agreement or the Purchase Agreement and to enforce
         specifically the terms and provisions hereof or thereof, this being in
         addition to any other remedy to which any of them may be entitled by
         law or equity.

                           (ii)     Each of the Company and the Holders (i)
         hereby irrevocably submits to the exclusive jurisdiction of the state
         and federal courts located in Shelby County, Tennessee for the purposes
         of any suit, action or proceeding arising out of or relating to this
         Agreement or the Purchase Agreement and (ii) hereby waives, and agrees
         not to assert in any such suit, action or proceeding, any claim that it
         is not personally subject to the jurisdiction of such court, that the
         suit, action or proceeding is brought in an inconvenient forum or that
         the venue of the suit, action or proceeding is improper. Each of the
         Company and the Holders consents to process being served in any such
         suit, action or proceeding by mailing a copy thereof to such party at
         the address in effect for notices to it under this Agreement and agrees
         that such service shall constitute good and sufficient service of
         process and notice thereof. Nothing in this Section 8(f) shall affect
         or limit any right to serve process in any other manner permitted by
         law.

                  (g)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and a majority of the Holders.

                  (h)      Notices. Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the Business Day
following the date of deposit with a nationally recognized overnight courier
service or (ii) actual receipt by the party to whom such notice is required to
be given. The addresses for such communications shall be, with respect to each
Holder, at its address as set forth in the stock transfer records of the
Company, and with respect to the Company, addressed to:

                                       16



                                            GTx, Inc.
                                            3 North Dunlap Street - 3rd Floor
                                            Van Vleet Building
                                            Memphis, Tennessee 38163
                                            Attn: Dr. Mitch S. Steiner
                                            Fax No.: (901) 523-9772

or to such other address or addresses as any such party may most recently have
designated in writing to the other parties hereto by such notice. Copies of
notices to the Company shall be sent to Henry P. Doggrell, General Counsel, GTx,
Inc., 3 North Dunlap Street, 3rd Floor, Van Vleet Building, Memphis, Tennessee,
38163. Fax: (901) 523-9772. Copies of notices to any Holder shall be sent to the
addresses listed on Schedule 1 attached hereto, if applicable. Copies of notices
to the Purchaser shall be sent to Baker Donelson Bearman & Caldwell, 165 Madison
Avenue, Ste. 2100, Memphis, Tennessee 38103, Attn: Ben Adams, Jr.

                  (i)      Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
permitted assigns and shall inure to the benefit of each Holder and its
successors and assigns. The Company may not assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the
majority of the Holders. Each Holder may assign its rights hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.

                  (j)      Assignment of Registration Rights. The rights of each
Holder hereunder shall be automatically assignable by each Holder to any
transferee of such Holder of all or a portion of the Purchaser Stock or the
Registrable Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with
written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment the further
disposition of such securities by the transferee or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of
this Section 8(j), the transferee or assignee agrees in writing with the Company
to be bound by all of the provisions of this Agreement, and (v) such transfer
shall have been made in accordance with the applicable requirements of the
Purchase Agreement. In addition, each Holder shall have the right to assign its
rights hereunder to any other Person with the prior written consent of the
Company, which consent shall not be unreasonably withheld. The rights to
assignment shall apply to the Holders (and to subsequent) successors and
assigns.

                  (k)      Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

                                       17



                  (l)      Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Tennessee, without
regard to principles of conflicts of law thereof. The courts of the state of
Tennessee and the federal courts located in Shelby County, Tennessee, shall have
exclusive jurisdiction with respect to any action or proceeding regarding this
Agreement, and each party hereby consents to the jurisdiction of such courts and
venue in the County of Shelby.

                  (m)      Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

                  (n)      Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable in any respect, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (o)      Headings. The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.

                  (p)      Shares Held by the Company and its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its Affiliates (other than any Holder or transferees or successors or
assigns thereof if such Holder is deemed to be an Affiliate solely by reason of
its holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

                  (q)      Notice of Effectiveness. Within two (2) business days
after the Registration Statement which includes the Registrable Securities is
ordered effective by the Commission, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such Registration Statement) confirmation that the Registration
Statement has been declared effective by the Commission in the form attached
hereto as Exhibit A.

                  (r)      Cancellation of Previous Registration Rights
Agreements. This Agreement replaces any and all existing registration rights
agreements between the Company and Purchaser (the "Previous Agreement"). The
Company and the Purchaser hereby cancel all Previous Agreements in their
entirety. Both the Company and the Purchaser agree that as of the date hereof,
neither party has any existing liability or continuing obligation or right under
any of the Previous Agreements.

                  (s)      Termination. Upon the sale of all the Registrable
Securities, the registration obligations of the Company under this Agreement
shall automatically terminate.

                                       18



         In witness whereof, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.

GTx, INC.                                           J.R. HYDE, III

By:   /s/ Marc Hanover                              /s/ J.R. Hyde, III
     ________________________                       ____________________________
Name:     Marc Hanover
     ______________________
Title:    President - COO
      _____________________

                                       19



                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Name and Address of Counsel]

                  Re:      GTx, Inc.

Dear [______]:

         We are counsel to GTx, Inc., a Tennessee corporation (the "Company"),
and have represented the Company in connection with that certain purchase
agreement (the "Purchase Agreement") dated as of August 7, 2003 by and among the
Company and the purchaser named therein (the "Holder," which term includes its
successors and assigns) pursuant to which the Company issued to the Holder its
Series E 8% Cumulative Convertible Preferred Stock, which is convertible into
shares of the Company's common stock, no par value (the "Common Stock").
Pursuant to the Purchase Agreement, the Company has also entered into a
Registration Rights Agreement with the Holders (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the "1933 Act"). In
connection with the Company's obligations under the Registration Rights
Agreement, on ____________ ___, 200_, the Company filed a Registration Statement
on Form [S-1] (File No. 333-_____________) (the "Registration Statement") with
the Securities and Exchange Commission (the "SEC") relating to the Registrable
Securities which names each of the Holders as a selling stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the
Registration Statement.

                                             Very truly yours,

                                             By:________________________________

cc:      [LIST NAMES OF HOLDERS]

                                       20

                                                                     EXHIBIT 4.5

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of August 7, 2003 among GTX, INC., a Tennessee corporation (the
"Company"), and MEMPHIS BIOMED VENTURES I, L.P., a Delaware limited partnership
(the "Purchaser").

         This Agreement is being entered into pursuant to that certain purchase
agreement dated as of the date hereof between the Company, the Purchaser and the
other purchasers set forth therein (the "Purchase Agreement") pursuant to which
the Purchaser is acquiring shares of the Company's Series E Preferred Stock (as
hereinafter defined).

         The Company and the Purchaser hereby agree as follows:

         1.       Definitions.

                  (a)  Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:

         "Advice" shall have the meaning set forth in Section 4(c).

         "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

         "Business Day" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in the State of
Tennessee generally are authorized or required by law or other government
actions to close.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Company's common stock, no par value per
share.

         "Exchange" means, at any time and from time to time hereafter, any
securities exchange, automated interdealer quotation system or other
over-the-counter market on which any of the Company's securities are listed or
regularly traded or quoted.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Holder" or "Holders" means the holder or holders, as the case may be,
from time to time of Registrable Securities.



         "Hyde Holders" means the holders of the Hyde Registrable Securities.

         "Hyde Registrable Securities" means the "Registrable Securities" as
defined in the Hyde Registration Rights Agreement.

         "Hyde Registration Rights Agreement" means that certain registration
rights agreement between the Company and J.R. Hyde, III, dated as of the date of
this Agreement.

         "Indemnified Party" shall have the meaning set forth in Section 6(c).

         "Indemnifying Party" shall have the meaning set forth in Section 6(c).

         "Losses" shall have the meaning set forth in Section 6(a).

         "Oracle Holders" means the holders of the Oracle Registrable
Securities.

         "Oracle Registrable Securities" means the "Registrable Securities" as
defined in the Oracle Registration Rights Agreement.

         "Oracle Registration Rights Agreement" means that certain registration
rights agreement between the Company and Oracle Partners, L.P., dated as of the
date of this Agreement.

         "Other Securities" has the meaning set forth in Section 2(a).

         "Person," whether or not capitalized, means a natural person,
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, partnership (including a limited partnership), limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Proceeding" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Prospectus" means the prospectus included in a registration statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
registration statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.

         "Purchase Agreement" as the meaning set forth in the second
introductory paragraph of this Agreement.

                                       2


         "Purchaser Stock" means (i) Series D Preferred Stock issued to
Purchaser pursuant to that certain purchase agreement, dated as of July 17,
2002, by and among the Company, Oracle Partners, L.P., Oracle Institutional
Partners, L.P., J. R. Hyde, III, and the Purchaser; (ii) Series E Preferred
Stock issued to the Purchaser pursuant to the Purchase Agreement; and (iii) any
security issued as a dividend to a beneficial owner of the preferred stock
identified in subsections (i) and (ii).

         "Registrable Securities" means (i) the shares of Common Stock now or at
any time hereafter issuable upon conversion of the Purchaser Stock and (ii) any
other securities which may hereafter become receivable by the Holders upon
conversion of the Purchaser Stock, including any dividend or other distribution
with respect to, conversion or exchange of, or in replacement of, Registrable
Securities.

         "Rule 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 158" means Rule 158 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Rule 415" means Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series D Preferred Stock" means the 8% Series D Cumulative Convertible
Preferred Stock of the Company.

         "Series E Preferred Stock" means the 8% Series E Cumulative Convertible
Preferred Stock of the Company.

                  (b)  Use of the singular or of the plural shall be construed
to include both the singular and the plural unless the context clearly indicates
that only the singular or only the plural is intended. Use of any gender shall
be construed to include all other genders unless the context clearly indicates
that less than all the genders is intended.

         2.       Piggyback Registration Rights.

                  (a)  Except as provided in Section 2(b) below, if, at any time
when there is not an effective registration statement covering the Registrable
Shares, the Company shall determine to prepare and file with the Commission a
registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities
("Other Securities"), other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or its then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business
or equity securities issuable in

                                       3


connection with stock option or other employee benefit plans, then the Company
shall send to each Holder of Registrable Securities written notice of such
determination and, if within thirty (30) days after receipt of such notice, any
such Holder shall so request in writing (which request shall specify the number
of Registrable Securities intended to be disposed of by the Holders), the
Company will cause the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Holders,
to the extent requisite to permit the disposition of the Registrable Securities
so to be registered, provided, however, that if at any time after giving written
notice of its intention to register Other Securities and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of the Other Securities, the Company may, at its election, give
written notice of such determination to such Holders and, thereupon, (i) in the
case of a determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay expenses in accordance with Section 5 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to delay registering any Registrable Securities being registered pursuant to
this Section 2(a) for the same period as the delay in registering the Other
Securities. The Company shall include in such registration statement all or any
part of the Registrable Securities which a Holder requests to be registered;
provided, however, that the Company shall not be required to register any
Registrable Securities pursuant to this Section 2(a) that are eligible for sale
pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten
public offering, if the managing underwriter(s) or underwriter(s) should
reasonably object to the inclusion of the Registrable Securities in such
registration statement, or if the Company after consultation with the managing
underwriter should reasonably determine that the inclusion of such Registrable
Securities would materially adversely affect the offering contemplated in such
registration statement, and based on such determination recommends inclusion in
such registration statement of fewer or none of the Registrable Securities of
the Holders, then (x) the number of Registrable Securities of the Holders
included in such registration statement shall be reduced pro-rata among such
Holders, any Hyde Holders and any Oracle Holders seeking respectively to
register Registrable Securities, Hyde Registrable Securities or Oracle
Registrable Securities, or (y) none of the Registrable Securities, Hyde
Registrable Securities or Oracle Registrable Securities shall be included in
such registration statement, if the Company after consultation with the
underwriter(s) recommends the inclusion of none of such Registrable Securities,
Hyde Registrable Securities or Oracle Registrable Securities; provided, however,
that, in either case, except as set forth below, if securities are being offered
for the account of other persons or entities as well as the Company, such
reduction shall not represent a greater fraction of the number of Registrable
Securities intended to be offered by the Holders than the fraction of similar
reductions imposed on such other persons or entities (other than the Company).

                  (b)  If, at any time when there is not an effective
registration statement covering the Registrable Shares, the Company is required
to prepare and file with the Commission a registration statement pursuant to the
Hyde Registration Rights Agreement or the Oracle Registration Rights Agreement,
then the Company shall send to each Holder of Registrable Securities written
notice of such requirement and, if within thirty (30) days after receipt of such
notice, any such Holder shall so request in writing (which request shall specify
the number of Registrable Securities intended to be disposed of by the Holders),
the Company will cause the registration under the Securities Act of all
Registrable Securities which the

                                       4


Company has been so requested to register by the Holders, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered. The Company shall include in such registration statement all or any
part of the Registrable Securities which a Holder requests to be registered;
provided, however, that the Company shall not be required to register any
Registrable Securities pursuant to this Section 2(b) that are eligible for sale
pursuant to Rule 144(k) of the Securities Act. In the case of an underwritten
public offering, if the Company after consultation with the managing underwriter
should reasonably determine that the inclusion of such Registrable Securities
would materially adversely affect the offering contemplated in such registration
statement, and based on such determination recommend inclusion in such
registration statement of fewer or none of the Registrable Securities, then the
number of Registrable Securities included in such registration statement shall
be reduced in accordance with the Hyde Registration Rights Agreement or the
Oracle Registration Rights Agreement, as applicable.

         3.       Registration Procedures. In connection with the Company's
registration obligations pursuant to Section 2 hereof, the Company shall:

                  (a)  (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to the registration statement as may be
necessary to keep the registration statement continuously effective as to the
applicable Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement, and as so
supplemented or amended to be filed pursuant to Rule 424 (or any similar
provisions then in force) promulgated under the Securities Act; and (iii)
respond as promptly as practicable to any comments received from the Commission
with respect to the registration statement or any amendment thereto.

                  (b)  Notify the Holders of Registrable Securities to be sold
as promptly as possible but in no event less than five (5) Business Days prior
to such filing, and confirm such notice in writing no later than one (1)
Business Day following the day when a Prospectus or any Prospectus supplement or
post-effective amendment to the registration statement: (A) is proposed to be
filed; (B) when the Commission notifies the Company whether there will be a
"review" of such registration statement and whenever the Commission comments in
writing on such registration statement; and (C) with respect to the registration
statement or any post-effective amendment, when the same has become effective,
and during the Effectiveness Period, (i) of any request by the Commission or any
other federal or state governmental authority for amendments or supplements to
the registration statement or Prospectus or for additional information; (ii) of
the issuance by the Commission of any stop order suspending the effectiveness of
the registration statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (iv) of the occurrence of any event that makes any statement made
in the registration statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the registration statement, Prospectus or other
documents so that, in the case of the registration statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or

                                       5


necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  (c)  Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the effectiveness of
the registration statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

                  (d)  If requested by the Holders of a majority in interest of
the Registrable Securities, (i) promptly incorporate in a Prospectus supplement
or post-effective amendment to the registration statement such information as
the Company reasonably agrees should be included therein and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment.

                  (e)  Furnish to each Holder without charge, at least one
conformed copy of each registration statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or
deemed to be incorporated therein by reference, and all exhibits to the extent
requested promptly after the filing of such documents with the Commission.

                  (f)  Promptly deliver to each Holder, without charge, as many
copies of the Prospectus or Prospectuses (including each form of prospectus) and
each amendment or supplement thereto as such Persons may reasonably request.

                  (g)  Prior to any public offering of Registrable Securities,
use its best efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Holder reasonably requests in writing, to keep each such
registration or qualification (or exemption therefrom) effective during the
effectiveness period of the Registration Statement and to do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by a registration statement;
provided, however, that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or subject the Company to any
material tax in any such jurisdiction where it is not then so subject.

                  (h)  Cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to a registration statement, which certificates shall be free
of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

                  (i)  Upon the occurrence of any event contemplated by Section
3(b)(v), as promptly as practicable, prepare a supplement or amendment,
including a post-effective amendment, to the registration statement or a
supplement to the related Prospectus or any

                                       6


document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, neither the
registration statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  (j)  Use its best efforts to cause all Registrable Securities
relating to such registration statement to be listed on each Exchange.

                  (k)  Comply in all material respects with all applicable rules
and regulations of the Commission and make generally available to its security
holders earning statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) commencing on the first day of the first fiscal quarter of the
Company after the effective date of the registration statement, which statement
shall conform to the requirements of Rule 158.

                  (l)  Require each selling Holder to furnish to the Company
information regarding such Holder and the distribution of such Registrable
Securities as is required by law to be disclosed in the registration statement,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who fails to furnish such information within a reasonable time
prior to the filing of each registration statement, supplemented Prospectus
and/or amended registration statement.

         4.       Holder Obligations. In connection with the Company's
registration obligations hereunder, each Holder:

                  (a)  Covenants and agrees that it will not sell any
Registrable Securities under the registration statement until it has received
copies of the Prospectus as then amended or supplemented as contemplated in
Section 3(f) and notice from the Company that such registration statement and
any post-effective amendments thereto have become effective as contemplated by
Section 3(b).

                  (b)  Covenants and agrees that it and its officers, directors
or Affiliates, if any, will comply with the prospectus delivery requirements of
the Securities Act as applicable to them in connection with sales of Registrable
Securities pursuant to the registration statement.

                  (c)  Agrees by its acquisition of the Registrable Securities
that, upon receipt of a notice from the Company of the occurrence of any event
of the kind described in Section 3(b)(i), Section 3(b)(ii), Section 3(b)(iii) or
Section 3(b)(iv), such Holder will forthwith discontinue disposition of such
Registrable Securities under the registration statement until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended registration
statement contemplated by Section 3(i), or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may be
resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or registration statement.

                                       7


         5.       Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not a registration statement is filed or becomes
effective and whether or not any Registrable Securities are sold pursuant to the
registration statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with any Exchange on which Registrable Securities are
required hereunder to be listed, (B) with respect to filings required to be made
with the Commission, (C) with respect to filings required to be made under the
rules of any Exchange and (D) in compliance with state securities or Blue Sky
laws, (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the printing of prospectuses is requested by the holders of a majority of the
securities included in the registration statement), (iii) messenger, telephone
and delivery expenses, (iv) Securities Act liability insurance, if the Company
so desires such insurance, and (v) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, the Company's
independent public accountants (including the expenses of any comfort letters or
costs associated with the delivery by independent public accountants of a
comfort letter or comfort letters) and legal counsel. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection
with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange as required hereunder.
Notwithstanding the foregoing, the Company shall not be responsible for the
payment of (i) underwriting discounts or commissions.

         6.       Indemnification.

                  (a)  Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
each Holder, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act) and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, reasonable costs (including,
without limitation, costs of preparation and reasonable attorneys' fees) and
expenses (collectively, "Losses"), as incurred, arising out of or relating to
any untrue or alleged untrue statement of a material fact contained in the
registration statement, any Prospectus or any form of prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of
any Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, except to the extent,
but only to the extent, that such untrue statements or omissions are based
solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, which information was
reasonably relied on by the Company for use therein or to the extent that such
information

                                       8


relates to such Holder or such Holder's proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in the registration statement, such Prospectus or
such form of Prospectus or in any amendment or supplement thereto. The Company
shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of an Indemnified
Party (as defined in Section 6(c) to this Agreement) and shall survive the
transfer of the Registrable Securities by the Holders.

                  (b)  Indemnification by Holders. Each Holder shall, severally
and not jointly, indemnify and hold harmless the Company, the directors,
officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as
incurred, arising solely out of or based solely upon any untrue statement of a
material fact contained in the registration statement, any Prospectus, or any
form of prospectus, or arising solely out of or based solely upon any omission
of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in the light of the circumstances under which they were
made) not misleading, to the extent, but only to the extent, that such untrue
statement or omission is contained in or omitted from any information so
furnished in writing by such Holder to the Company specifically for inclusion in
the registration statement or such Prospectus and that such information was
reasonably relied upon by the Company for use in the registration statement,
such Prospectus or such form of prospectus or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the registration statement, such
Prospectus or such form of Prospectus Supplement.

                  (c)  Conduct of Indemnification Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity hereunder
(an "Indemnified Party"), such Indemnified Party promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying Party) in writing, and
the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party.

                  An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the

                                       9


Indemnifying Party, and such Indemnified Party shall have been advised by
counsel that a conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the Indemnifying Party in writing that it
elects to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.

                  All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; provided, that
the Indemnifying Party may require such Indemnified Party to undertake to
reimburse all such fees and expenses to the extent it is finally judicially
determined that such Indemnified Party is not entitled to indemnification
hereunder).

                  (d)  Contribution. If a claim for indemnification under
Section 6(a) or Section 6(b) is unavailable to an Indemnified Party because of a
failure or refusal of a governmental authority to enforce such indemnification
in accordance with its terms (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying, Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 6(c), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 6 was available to such party in
accordance with its terms.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the

                                       10


meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

                  The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties

         7.       Rule 144. The Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to
Section 13(a) or 15(d) of the Exchange Act and promptly to furnish the Holders
with true and complete copies of all such filings. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a
duly authorized officer as to whether it has complied with such requirements.

         8.       Miscellaneous.

                  (a)  Remedies. In the event of a breach by the Company or by a
Holder, of any of their obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

                  (b)  Specific Enforcement, Consent to Jurisdiction.

                       (i)     The Company and the Holders acknowledge and agree
         that irreparable damage would occur in the event that any of the
         provisions of this Agreement or the Purchase Agreement were not
         performed in accordance with their specific terms or were otherwise
         breached. It is accordingly agreed that the parties shall be entitled
         to an injunction or injunctions to prevent or cure breaches of the
         provisions of this Agreement or the Purchase Agreement and to enforce
         specifically the terms and provisions hereof or thereof, this being in
         addition to any other remedy to which any of them may be entitled by
         law or equity.

                       (ii)    Each of the Company and the Holders (i) hereby
         irrevocably submits to the exclusive jurisdiction of the state and
         federal courts located in Memphis, Tennessee for the purposes of any
         suit, action or proceeding arising out of or relating to this Agreement
         or the Purchase Agreement and (ii) hereby waives, and agrees not to
         assert in any such suit, action or proceeding, any claim that it is not
         personally subject to the jurisdiction of such court, that the suit,
         action or proceeding is brought in an inconvenient forum or that the
         venue of the suit, action or proceeding is improper. Each of the
         Company and the Holders consents to process being served in any such
         suit, action or proceeding by mailing a copy thereof to such party at
         the address in effect for notices to it under this Agreement and agrees
         that such service shall constitute good and

                                       11


         sufficient service of process and notice thereof. Nothing in this
         Section 8(b) shall affect or limit any right to serve process in any
         other manner permitted by law.

                       (iii)   If similar proceedings are instituted in courts
         located in New York City, New York the Holders (i) hereby irrevocably
         consent to the consolidation of proceedings in the state and federal
         courts located in New York City, New York for the purposes of any suit,
         action or proceeding arising out of or relating to this Agreement or
         the Purchase Agreement and (ii) hereby waive, and agree not to assert
         in any such suit, action or proceeding, any claim that it is not
         personally subject to the jurisdiction of such court, that the suit,
         action or proceeding is brought in an inconvenient forum or that the
         venue of the suit, action or proceeding is improper.

                  (c)  Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and each of the Holders. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.

                  (d)  Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the Business Day
following the date of deposit with a nationally recognized overnight courier
service or (ii) actual receipt by the party to whom such notice is required to
be given. The addresses for such communications shall be, with respect to each
Holder, at its address as set forth in the stock transfer records of the
Company, and with respect to the Company, addressed to:

                                  GTx, Inc.
                                  3 North Dunlap Street - 3rd Floor
                                  Van Vleet Building
                                  Memphis Tennessee 38163
                                  Attn: Dr. Mitch S. Steiner
                                  Fax No.: (901) 684-1344

or to such other address or addresses as any such party may most recently have
designated in writing to the other parties hereto by such notice. Copies of
notices to the Company shall be sent to Henry Doggrell, General Counsel, GTx,
Inc. 3 North Dunlap Street - 3rd Floor Van Vleet, Building Memphis Tennessee
38163 Fax No.: (901) 684-1344. Copies of notices to the Purchaser shall be sent
to Baker, Donelson, Bearman & Caldwell, 165 Madison Avenue, Memphis, Tennessee
38103, Attention: Ben Adams, Esq. Fax (901) 577-0714.

                  (e)  Successors and Assigns. This Agreement shall be binding
upon and inure to the

                                       12


benefit of the parties and their successors and permitted assigns and shall
inure to the benefit of each Holder and its successors and assigns. The Company
may not assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of each Holder. Each Holder may assign its
rights hereunder in the manner and to the Persons as permitted under the
Purchase Agreement.

                  (f)  Assignment of Registration Rights. The rights of each
Holder hereunder, including the right to have the Company register for resale
Registrable Securities in accordance with the terms of this Agreement, shall be
automatically assignable by each Holder to any transferee of such Holder of all
or a portion of the Purchaser Stock or the Registrable Securities if: (i) the
Holder agrees in writing with the transferee or assignee to assign such rights,
and a copy of such agreement is furnished to the Company within a reasonable
time after such assignment, (ii) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii)
following such transfer or assignment the further disposition of such securities
by the transferee or assignees is restricted under the Securities Act and
applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section 8(f),
the transferee or assignee agrees in writing with the Company to be bound by all
of the provisions of this Agreement, and (v) such transfer shall have been made
in accordance with the applicable requirements of the Purchase Agreement. In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company, which consent shall
not be unreasonably withheld. The rights to assignment shall apply to the
Holders (and to subsequent) successors and assigns.

                  (g)  Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

                  (h)  Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee, without regard
to principles of conflicts of law thereof. The courts of the state of Tennessee
and the federal courts located in the County of Shelby, Tennessee, shall have
exclusive jurisdiction with respect to any action or proceeding regarding this
Agreement, and each party hereby consents to the jurisdiction of such courts and
venue in the County of Shelby.

                  (i)  Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

                  (j)  Severability. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable in any respect, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or

                                       13


restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

                  (k)  Headings. The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.

                  (l)  Shares Held by the Company and its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
its Affiliates (other than any Holder or transferees or successors or assigns
thereof if such Holder is deemed to be an Affiliate solely by reason of its
holdings of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.

                  (m)  Notice of Effectiveness. Within two (2) business days
after the registration statement which includes the Registrable Securities is
ordered effective by the Commission, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Holders whose Registrable Securities
are included in such registration statement) confirmation that the registration
statement has been declared effective by the Commission in the form attached
hereto as Exhibit A.

                  (n)  Cancellation of Previous Registration Rights Agreements.
This Agreement replaces any and all existing registration rights agreements
between the Company and Purchaser (the "Previous Agreement"). The Company and
the Purchaser agree that as of the date hereof, neither party has any existing
liability or continuing obligation or right under any of the Previous
Agreements.

                  (o)  Termination. Upon the sale of all the Registrable
Securities, the registration obligations of the Company under this Agreement
shall automatically terminate.

                            [SIGNATURE PAGES FOLLOW]

                                       14


         In witness whereof, the parties hereto have caused this Registration
Rights Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.

GTx, INC.                                  MEMPHIS BIOMED VENTURES I, L.P., a
                                           Delaware limited Partnership

By:   /s/ Mitchell S. Steiner              By: MB VENTURE PARTNERS, LLC, a
    ___________________________________    Delaware limited liability company,
      Mitchell S. Steiner                  its General Partner
      Vice-Chairman and Chief Executive
      Officer

                                           By:    /s/ Gary D. Stevenson
                                               _________________________________
                                                  Gary D. Stevenson, President

                                       15


                                    EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Name and Address of Counsel]

                  Re:      GTx, Inc.

Dear [________]:

         We are counsel to GTx, Inc., a Tennessee corporation (the "Company"),
and have represented the Company in connection with that certain purchase
agreement (the "Purchase Agreement") dated as of ___________ __, 2003 by and
among the Company and the purchaser named therein (the "Holder," which term
includes its successors and assigns) pursuant to which the Company issued to the
Holder its Series D 8% Cumulative Convertible Preferred Stock, which is
convertible into shares of the Company's common stock, no par value (the "Common
Stock"). Pursuant to the Purchase Agreement, the Company has also entered into a
Registration Rights Agreement with the Holders (the "Registration Rights
Agreement") pursuant to which the Company agreed, among other things, to
register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the "1933 Act"). In
connection with the Company's obligations under the Registration Rights
Agreement, on ____________ ___, 200_, the Company filed a registration statement
on Form [S-1] (File No. 333-_____________) (the "Registration Statement") with
the Securities and Exchange Commission (the "SEC") relating to the Registrable
Securities which names each of the Holders as a selling stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the
Registration Statement.

                                           Very truly yours,

                                           By:______________________________

cc:      [LIST NAMES OF HOLDERS]

                                       16

                                                                    EXHIBIT 10.1

                             GENOTHERAPEUTICS, INC.

                                STOCK OPTION PLAN

         1. PURPOSE.

         (a)      The purpose of the Genotherapeutics, Inc. Stock Option Plan
(the "Plan") is to provide a means by which selected key employees and directors
(if declared eligible under paragraph 4) of Genotherapeutics, Inc. (the
"Company"), and its Affiliates, as defined in subparagraph 1(b), may be given an
opportunity to benefit from increases in value of the stock of the Company. The
Plan will be effected solely through the granting of nonstatutory stock options.

         (b)      The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424 (e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

         (c)      The Company, by means of the Plan, seeks to retain and reward
the services of persons now or later employed by or serving as directors of the
Company, to secure and retain the services of persons capable of filling such
positions, and to provide incentives for such persons to exert maximum efforts
for the success of the Company.

         2. ADMINISTRATION.

         (a)      The Plan shall be administered by a Committee appointed by the
Board of Directors of the Company composed of not fewer than 3 members, (the
"Committee").

         (b)      The Committee shall have the power, subject to, and within the
limitations of, the express provisions of the Plan and to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board of Directors:

                                  Page 1 of 13



                  (i)      To determine from time to time which of the persons
                  eligible under the Plan shall be granted nonqualified stock
                  options ("Option Awards") and the number of shares with
                  respect to which Option Awards shall be granted to each such
                  person.

                  (ii)     To construe and interpret the Plan and Option Awards
                  granted under it, and to establish, amend and revoke rules and
                  regulations for its administration. The Committee, in the
                  exercise of this power, may correct any defect, omission or
                  inconsistency in the Plan or in any Option Award, in a manner
                  and to the extent it shall deem necessary or expedient to make
                  the Plan fully effective.

                  (iii)    To amend the Plan as provided in paragraph 11.

                  (iv)     Generally, to exercise such powers and to perform
                  such acts as the Committee deems necessary or expedient to
                  promote the best interests of the Company.

         (c)      The Board of Directors may abolish the Committee at any time
and revest in the Board of Directors the administration of the Plan.

         3. SHARES SUBJECT TO THE PLAN.

         (a)      Subject to the provisions of paragraph 9 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Option Awards granted under the Plan shall not exceed in the aggregate Three
Thousand (3,000) shares of the Company's common stock. If any option or right
granted under the Plan shall for any reason expire or otherwise terminate
without having been exercised in full or which is settled in cash, the stock not
issued under such option or right shall again become available to the Plan.

                                  Page 2 of 13



         (b)      The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

         4. ELIGIBILITY.

Option Awards may be granted only to directors, officers or employees of the
Company or its Affiliates.

         5. TERMS OF OPTION AWARDS.

         Each Option Award shall be in such form and shall contain such terms
and conditions as the Committee shall deem appropriate. The provisions of
separate options need not be identical, but each option shall include (through
incorporation of provisions hereof by reference in the option or otherwise) the
substance of each of the following provisions:

         (a)      The term of any option shall be ten (10) years from the date
it was granted.

         (b)      The exercise price of each Option Award shall be not less than
one hundred percent (100%) of the fair market value of the stock subject to the
option on the date the option is granted; provided, however, that the Committee
shall have the discretion to grant options to one or more persons and in such
proportions and at such higher exercise price as the Committee may determine.
Fair market value shall be determined by the Committee on such basis as it deems
appropriate.

         (c)      The purchase price of stock acquired pursuant to an option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the option is exercised, or (ii) at the
discretion of the Committee, determined either at the time of the grant or
exercise of the option, (A) by delivery to the Company of other common stock of
the Company, (B) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of other
common stock of the Company) with the person

                                  Page 3 of 13



to whom the option is granted or to whom the option is transferred pursuant to
subparagraph 5(d), or (C) in any other form of legal consideration that may be
acceptable to the Committee.

         (d)      Unless otherwise expressly stated in the option, an Option
Award shall not be transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom
the option is granted only by such person, nor shall an Option Holder have the
right or power to anticipate, accelerate, convey, assign or otherwise alienate,
hypothecate, pledge or otherwise encumber any Option Award or the shares subject
to the Option Award.

         (e)      Shares of stock subject to any Option Award shall vest as
follows: (i) one-third (1/3) of such shares shall vest on the third anniversary
of the date of grant of such Option Award; (ii) an additional one-third (1/3) of
such shares shall vest on the fourth anniversary of the date of grant of such
Option Award; and (iii) the final one-third (1/3) of such shares shall vest on
the fifth anniversary of the date of grant of such Option Award. In the case of
any Option Award granted to a person using different exercise prices, this
paragraph shall be applied separately to the shares granted at each option
price.

         (f)      Shares sold to a third party shall be subject to a thirty day
right of first refusal by the Company at the same price and terms as offered by
any third party pursuant to a bona fide offer, and may not be sold prior to an
offer of sale to the Company on such terms. Further, shares acquired through
exercise of an Option Award shall be subject to the terms and conditions of the
Voting and Shareholder Agreement dated May 13, 1999, between the Company and its
stockholders, as amended from time to time (the "Stockholders Agreement").

         (g)      In the event of a participant's termination of employment or
service as a director, as applicable, by reason of voluntary retirement (at or
after age sixty-five (65) or after age fifty-

                                  Page 4 of 13



five with no fewer than ten (10) years of service), death, permanent and total
disability, involuntary termination (other than a termination for cause but
including any involuntary termination as the result of a Change in Control, as
addressed in paragraph (h) below), with respect to such participant's Option
Award(s) (i) the Committee may in its sole, absolute and final discretion elect
to vest any or all shares not otherwise vested under the terms of the Plan, and
(ii) any vested shares subject to an Option Award may be exercised within ten
(10) years following the date of grant of such Option Award. In the event of an
Option Award holder's employment or status as a director, as applicable, is
terminated under any other circumstances, (i) any nonvested Option Award shall
be forfeited immediately, and (ii) the date of such termination of employment
shall be the last day on which any vested Option Award may be exercised.

         For purposes of this section, a permanent and total disability shall
mean the occurrence of the following conditions: (i) the Option Award holder's
physical or mental incapacity (excluding infrequent and temporary absences due
to ordinary illness) of properly performing the principal functions which had
been typically assigned to him by the Company, (ii) such incapacity shall exist
or be expected to exist with a reasonable degree of medical certainty for more
than ninety (90) days in the aggregate during any consecutive twelve (12) month
period, and (iii) either the Option Award holder or the Company shall have given
the other thirty (30) days written notice of intent to terminate employment or
service as a director because of disability. In the event the Company and Option
Award holder are in material disagreement regarding the Participant's physical
or mental condition, the Company shall authorize a panel of three (3) physicians
selected by the Company to examine the Participant to determine conclusively, by
a majority, whether the Participant is disabled for purposes of the Plan.

                                  Page 5 of 13



         For purposes of this section, a termination for cause shall mean the
termination of an individual's status as an employee or director of the Company,
as applicable, as the result of (i) fraud or dishonesty in connection with the
business of the Company; (ii) gross negligence in the performance of duties for
the Company; (iii) willful failure in carrying out duties as an employee or
director; or (iv) arrest and conviction of a felony involving moral turpitude,
whether or not in connection with the business of the Company; provided that
(iii) above shall not apply if the Option Award holder has been assigned by the
Company to duties which are not comparable to such holder's function and
compensation at the Company, or which are non-executive or demeaning
assignments, or if the Company has given such participant demeaning and
unreasonable pay cuts.

         (h)      In the event of a Change in Control of the Company, all shares
subject to all Option Awards shall become one hundred percent (100%) vested and
shall be converted to cash, options or stock of equivalent value in the
surviving organization under terms and condition which substantially preserve
the economic status of the participants, as determined by the Committee. For
purposes of this paragraph, a Change in Control shall mean:

                  (i)      a sale or other disposition of more than fifty
                  percent (50%) of the issued and outstanding voting stock of
                  the Company, in a single transaction or in a series of
                  transactions. For such purposes, "Voting Stock" shall mean
                  capital stock of the Company of any class or classes, the
                  holders of which are ordinarily, in the absence of
                  contingencies, entitled to vote for the election of members of
                  the Board of Directors (or Persons performing similar
                  functions) of the Company.

                  (ii)     a merger or consolidation of the Company with or into
                  any other entity, if immediately after giving effect to such
                  transaction more than fifty percent (50%)

                                  Page 6 of 13



                  of the issued and outstanding Voting Stock of the surviving
                  entity of such transaction is held by persons who are not
                  holders of the Voting Stock immediately prior to giving effect
                  to such transaction;

                  (iii)    a sale or other disposition of all or substantially
                  all of the Company's assets in a single transaction or in a
                  series of transactions (including, without limitation, any
                  liquidation or dissolution of the Company).

A Change of Control shall not include any of the following events:

                  (i)      any transfer or issuance of stock of the Company to
                  one or more of the Company's lenders (or to any agents or
                  representatives thereof) in exchange for debt of the Company
                  owed to any such lenders;

                  (ii)     any transfer of stock of the Company to or by any
                  person or entity, including but not limited to one or more of
                  the Company's lenders (or to any agents or representatives
                  thereof), pursuant to the terms of any pledge of said stock as
                  collateral for any loans or financial accommodations to the
                  Company and/or its subsidiaries; or

                  (iii)    any transfer or issuance to any person or entity,
                  including but not limited to one or more of the Company's
                  lenders (or to any agents or representatives thereof), in
                  connection with the workout or restructuring of the Company's
                  debts to any one of the Company's lenders, including but not
                  limited to the issuance of new stock in exchange for any
                  equity contribution to the Company in connection with the
                  workout or restructuring of such debt.

                  (iv)     any transfer of stock by a stockholder of the Company
                  which is a partnership or corporation to the partners or
                  stockholders in such stockholder.

                                  Page 7 of 13



         (i)      In the event of an initial public offering of the Company,
Option Awards shall be convertible to options in shares of the newly public
company, under terms and conditions which substantially preserve the rights and
options of the participant. Any resulting registration of options or shares
shall be effected at Company expense.

         (j)      If provided in the Option Award, each Option Award shall carry
the right to receive any dividend or dividend equivalent on vested shares, under
such terms and conditions as may be specified in the Option Award.

         (k)      Notwithstanding any other provisions of the Plan, any vested
but unexercised Option Award shares shall be forfeited upon the Option Award
holder's "Competition" with the Company. For this purpose, Competition shall be
determined by the Committee, and shall exist if the Option Award holder directly
or indirectly (i) engages or has a financial interest in, (ii) becomes an
officer, employee, director, partner, advisor or consultant of or to, (iii) has
an equity interest in, or (iv) in any way materially assists any person,
corporation, entity or business whose existing or planned products or activities
compete in whole or in part with the existing or planned products or activities
of the Company. The sole fact of ownership by an Option Award holder of less
than two percent (2%) of the stock of a publicly traded company which may have
product lines which compete with product lines of this Company shall not be
treated as Competition. Any determination by the Committee under this section
shall be final and conclusive, unless overruled by the Board.

         (l)      Notwithstanding any other provision of the Plan or any Option
Award to the contrary, any and all sales of shares to the Company or any
Affiliate are contingent upon and subject to the terms and conditions of any
bank loan covenants by the Company or any Affiliate.

         6. COVENANTS OF THE COMPANY.

                                  Page 8 of 13



         (a)      During the term of any Option Award granted under the Plan,
the Company shall keep available at all times for issuance or sale the number of
shares of stock required to satisfy such Option Award.

         (b)      The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority, if any,
as may be required to issue and sell shares of stock upon grant or exercise of
Option Awards under the Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act of 1933, as amended
(the "Securities Act"), either the Plan, any Option Award granted under the Plan
or any stock issued or issuable pursuant to any such Option Awards. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Option Awards unless and until such authority is obtained.

         7. USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Option Awards granted under
the Plan shall constitute general funds of the Company.

         8. MISCELLANEOUS.

         (a)      The Committee shall have the power to accelerate the time
during which an Option Award may be exercised or the time during which an option
or stock acquired pursuant to an Option Award will vest, notwithstanding the
provisions in the Option Award stating the time during which it may be exercised
or the time during which stock acquired pursuant thereto will vest.

                                  Page 9 of 13



         (b)      Neither a recipient of an Option Award nor any person to whom
an Option Award is transferred under subparagraph 5(d) shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option Award unless and until such person has satisfied all
requirements for exercise of the Option Award pursuant to its terms and is
thereby entitled to receive shares of stock.

         (c)      Throughout the term of any Option Award granted pursuant to
the Plan, the Company shall make available to the holder of such Option Award
upon request, not later than one hundred twenty (120) days after the close of
each fiscal year of the Company during the option term, upon request, such
financial and other information regarding the Company as comprises the annual
report to the shareholders of the Company provided for in the bylaws of the
Company.

         (d)      Nothing in the Plan or any instrument executed or Option Award
granted pursuant thereto shall confer upon any recipient any right to continue
in the employ of the Company or any Affiliate or to limit the Company's right to
terminate the employment or directorship of any participant with or without
cause. In the event that an Option Award recipient is permitted or otherwise
entitled to take a leave of absence, the Company shall have the unilateral right
to (i) determine whether such leave of absence will be treated as a termination
of employment for purposes of his or her Option Award, and (ii) suspend or
otherwise delay the time or times at which the shares subject to the Option
Award would otherwise vest.

         (e)      To the extent provided by the terms of any Option Award, the
recipient may satisfy any federal, state or local tax withholding obligation
relating to the exercise or receipt of such Option Award by any of the following
means or by a combination of such means: (i) tendering a cash payment: (ii)
authorizing the Company to withhold from the shares of the

                                 Page 10 of 13



common stock otherwise issuable to the participant as a result of the exercise
or receipt of the Option Award cash or a number of shares having a fair market
value less than or equal to the amount of the withholding tax obligation; or
(iii) delivering to the Company owned and unencumbered shares of the common
stock having a fair market value less than or equal to the amount of the
withholding tax obligation.

         (f)      In connection with each Option Award made pursuant to the
Plan, the Company may require as a condition precedent to its obligation to
issue or transfer shares to an eligible participant, or to evidence the removal
of any restrictions on transfers or lapse of any repurchase right, that such
participant make arrangements satisfactory to the Company to insure that the
amount of any federal or other withholding tax required to be withheld with
respect to such sale or transfer, or such removal or lapse, is made available to
the Company for timely payment of such tax.

         (g)      The Company may, as a condition of transferring any stock
pursuant to the Plan, require any person who is to acquire such stock (i) to
give written assurances satisfactory to the Company as to the optionee's
knowledge and experience in financial and business matters, and that he or she
is capable of evaluating, alone or together with the purchaser representative,
the merits and risks of acquiring the stock; and (ii) to give written assurances
satisfactory to the Company stating that such person is acquiring the stock for
such person's own account and not with any present intention of selling or
otherwise distributing the stock. These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
shares has been registered under a then currently effective registration
statement under the Securities Act, or (ii) as to any particular requirement, a
determination is made by counsel for the

                                 Page 11 of 13



Company that such requirement need not be met in the circumstances under the
then applicable securities laws.

         (h)      The Committee shall determine or cause to be determined the
fair market value of the stock of the Company from time to time, as required for
purposes of this Plan.

         9. ADJUSTMENTS UPON CHANGES IN STOCK.

         If any change is made in the stock subject to the Plan, or subject to
any Option Award granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
Option Awards will be appropriately adjusted in the class(es) and maximum number
of shares subject to the Plan and the class(es) and number of shares and price
per share of stock subject to outstanding Option Awards.

         10. AMENDMENT OF THE PLAN.

         (a)      The Committee at any time, and from time to time, may amend
the Plan subject to and within the limitations of any resolutions approved by
the Board of Directors.

         (b)      The Committee in its discretion shall determine at the time of
each amendment of the Plan whether or not to submit such amendment to the Board
of Directors of the Company for approval.

         (c)      Rights and obligations under any Option Award granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan unless (i) the Company requests the consent of the person to whom the
Option Award was granted and (ii) such person consents in writing.

                                 Page 12 of 13



         11. TERMINATION OR SUSPENSION OF THE PLAN.

         (a)      The Committee may suspend or terminate the Plan at any time.
No Option Awards may be granted under the Plan while the Plan is suspended or
after it is terminated. Upon the termination of the Plan, all Option Awards
shall become fully vested.

         (b)      Rights and obligations under any Option Award granted while
the Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except with the consent of the person to whom the
Option Award was granted.

         12. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of November 18, 1999 upon execution by
the President of the Company, following approval by the Plan Committee.

         IN WITNESS WHEREOF, the President of the Company has executed this Plan
as of the 26th day of August, 1999.

                                    GENOTHERAPEUTICS, INC.

                                    BY:  /s/ Marc S. Hanover
                                       _________________________________________

                                    Title:  CFO / Secretary
                                           _____________________________________


                                    APPROVED:

                                    PLAN COMMITTEE

                                    /s/ John H. Pontius
                                    ____________________________________________
                                    /s/ Marc S. Hanover
                                    ____________________________________________
                                    /s/ Mitchell S. Steiner
                                    ____________________________________________

                                 Page 13 of 13

                                                                    EXHIBIT 10.2

                                    GTx, INC.
                             2000 STOCK OPTION PLAN

         1. PURPOSE.

         (a)      The purpose of the GTx, Inc. 2000 Stock Option Plan (the
"Plan") is to provide a means by which selected key employees and directors (if
declared eligible under paragraph 4) of GTx, Inc. (the "Company"), and its
Affiliates, as defined in subparagraph 1(b), may be given an opportunity to
benefit from increases in value of the stock of the Company. The Plan will be
effected solely through the granting of nonstatutory stock options.

         (b)      The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424 (e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

         (c)      The Company, by means of the Plan, seeks to retain and reward
the services of persons now or later employed by or serving as directors of the
Company, to secure and retain the services of persons capable of filling such
positions, and to provide incentives for such persons to exert maximum efforts
for the success of the Company.

         2. ADMINISTRATION.

         (a)      The Plan shall be administered by a Committee appointed by the
Board of Directors of the Company composed of not fewer than 3 members, (the
"Committee").

         (b)      The Committee shall have the power, subject to, and within the
limitations of, the express provisions of the Plan and to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board of Directors:

                                  Page 1 of 14



                  (i)      To determine from time to time which of the persons
                  eligible under the Plan shall be granted nonqualified stock
                  options ("Option Awards") and the number of shares with
                  respect to which Option Awards shall be granted to each such
                  person.

                  (ii)     To construe and interpret the Plan and Option Awards
                  granted under it, and to establish, amend and revoke rules and
                  regulations for its administration. The Committee, in the
                  exercise of this power, may correct any defect, omission or
                  inconsistency in the Plan or in any Option Award, in a manner
                  and to the extent it shall deem necessary or expedient to make
                  the Plan fully effective.

                  (iii)    To amend the Plan as provided in paragraph 11.

                  (iv)     Generally, to exercise such powers and to perform
                  such acts as the Committee deems necessary or expedient to
                  promote the best interests of the Company.

         (c)      The Board of Directors may abolish the Committee at any time
and revest in the Board of Directors the administration of the Plan.

         3. SHARES SUBJECT TO THE PLAN.

         (a)      Subject to the provisions of paragraph 9 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Option Awards granted under the Plan shall not exceed in the aggregate Twelve
Thousand Seven Hundred Fifty (12,750) shares of the Company's common stock. If
any option or right granted under the Plan shall for any reason expire or

                                  Page 2 of 14



otherwise terminate without having been exercised in full or which is settled in
cash, the stock not issued under such option or right shall again become
available to the Plan.

         (b)      The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

         4. ELIGIBILITY.

         Option Awards may be granted only to directors, officers or employees
of the Company or its Affiliates.

         5. TERMS OF OPTION AWARDS.

         Each Option Award shall be in such form and shall contain such terms
and conditions as the Committee shall deem appropriate. The provisions of
separate options need not be identical, but each option shall include (through
incorporation of provisions hereof by reference in the option or otherwise) the
substance of each of the following provisions:

         (a)      The term of any option shall be ten (10) years from the date
it was granted.

         (b)      The exercise price of each Option Award shall be not less than
one hundred percent (100%) of the fair market value of the stock subject to the
option on the date the option is granted; provided, however, that the Committee
shall have the discretion to grant options to one or more persons and in such
proportions and at such higher exercise price as the Committee may determine.
Fair market value shall be determined by the Committee on such basis as it deems
appropriate.

         (c)      The purchase price of stock acquired pursuant to an option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the option is exercised, or (ii) at the
discretion of the Committee, determined either at the time of the grant or

                                  Page 3 of 14



exercise of the option, (A) by delivery to the Company of other common stock of
the Company, (B) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of other
common stock of the Company) with the person to whom the option is granted or to
whom the option is transferred pursuant to subparagraph 5(d), or (C) in any
other form of legal consideration that may be acceptable to the Committee.

         (d)      Unless otherwise expressly stated in the option, an Option
Award shall not be transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom
the option is granted only by such person, nor shall an Option Holder have the
right or power to anticipate, accelerate, convey, assign or otherwise alienate,
hypothecate, pledge or otherwise encumber any Option Award or the shares subject
to the Option Award.

         (e)      Shares of stock subject to any Option Award shall vest as
follows: (i) one-third (1/3) of such shares shall vest on the third anniversary
of the date of grant of such Option Award; (ii) an additional one-third (1/3) of
such shares shall vest on the fourth anniversary of the date of grant of such
Option Award; and (iii) the final one-third (1/3) of such shares shall vest on
the fifth anniversary of the date of grant of such Option Award. In the case of
any Option Award granted to a person using different exercise prices, this
paragraph shall be applied separately to the shares granted at each option
price.

         (f)      Shares sold to a third party shall be subject to a thirty day
right of first refusal by the Company at the same price and terms as offered by
any third party pursuant to a bona fide offer, and may not be sold prior to an
offer of sale to the Company on such terms. Further, shares acquired through
exercise of an Option Award shall be subject to the terms and conditions

                                  Page 4 of 14



of the Voting and Shareholder Agreement dated April 15, 1999, between the
Company and its stockholders, as amended from time to time (the "Stockholders
Agreement").

         (g)      In the event of a participant's termination of employment or
service as a director, as applicable, by reason of voluntary retirement (at or
after age sixty-five (65) or after age fifty-five with no fewer than ten (10)
years of service), death, permanent and total disability, involuntary
termination (other than a termination for cause but including any involuntary
termination as the result of a Change in Control, as addressed in paragraph (h)
below), with respect to such participant's Option Award(s) (i) the Committee may
in its sole, absolute and final discretion elect to vest any or all shares not
otherwise vested under the terms of the Plan, and (ii) any vested shares subject
to an Option Award may be exercised within ten (10) years following the date of
grant of such Option Award. In the event of an Option Award holder's employment
or status as a director, as applicable, is terminated under any other
circumstances, (i) any nonvested Option Award shall be forfeited immediately,
and (ii) the date of such termination of employment shall be the last day on
which any vested Option Award may be exercised.

         For purposes of this section, a permanent and total disability shall
mean the occurrence of the following conditions: (i) the Option Award holder's
physical or mental incapacity (excluding infrequent and temporary absences due
to ordinary illness) of properly performing the principal functions which had
been typically assigned to him by the Company, (ii) such incapacity shall exist
or be expected to exist with a reasonable degree of medical certainty for more
than ninety (90) days in the aggregate during any consecutive twelve (12) month
period, and (iii) either the Option Award holder or the Company shall have given
the other thirty (30) days written notice of intent to terminate employment or
service as a director because of disability. In the event the

                                  Page 5 of 14



Company and Option Award holder are in material disagreement regarding the
Participant's physical or mental condition, the Company shall authorize a panel
of three (3) physicians selected by the Company to examine the Participant to
determine conclusively, by a majority, whether the Participant is disabled for
purposes of the Plan.

         For purposes of this section, a termination for cause shall mean the
termination of an individual's status as an employee or director of the Company,
as applicable, as the result of (i) fraud or dishonesty in connection with the
business of the Company; (ii) gross negligence in the performance of duties for
the Company; (iii) willful failure in carrying out duties as an employee or
director; or (iv) arrest and conviction of a felony involving moral turpitude,
whether or not in connection with the business of the Company; provided that
(iii) above shall not apply if the Option Award holder has been assigned by the
Company to duties which are not comparable to such holder's function and
compensation at the Company, or which are non-executive or demeaning
assignments, or if the Company has given such participant demeaning and
unreasonable pay cuts.

         (h)      In the event of a Change in Control of the Company, all shares
subject to all Option Awards shall become one hundred percent (100%) vested and
shall be converted to cash, options or stock of equivalent value in the
surviving organization under terms and condition which substantially preserve
the economic status of the participants, as determined by the Committee. For
purposes of this paragraph, a Change in Control shall mean:

                  i)       a sale or other disposition of more than fifty
percent (50%) of the issued and outstanding voting stock of the Company, in a
single transaction or in a series of transactions. For such purposes, "Voting
Stock" shall mean capital stock of the Company of any class or classes, the
holders of which are ordinarily, in the absence of contingencies, entitled to

                                  Page 6 of 14



vote for the election of members of the Board of Directors (or Persons
performing similar functions) of the Company.

                  ii)      a merger or consolidation of the Company with or into
any other entity, if immediately after giving effect to such transaction more
than fifty percent (50%) of the issued and outstanding Voting Stock of the
surviving entity of such transaction is held by persons who are not holders of
the Voting Stock immediately prior to giving effect to such transaction;

                  iii)     a sale or other disposition of all or substantially
all of the Company's assets in a single transaction or in a series of
transactions (including, without limitation, any liquidation or dissolution of
the Company).

A Change of Control shall not include any of the following events:

                  i)       any transfer or issuance of stock of the Company to
one or more of the Company's lenders (or to any agents or representatives
thereof) in exchange for debt of the Company owed to any such lenders;

                  ii)      any transfer of stock of the Company to or by any
person or entity, including but not limited to one or more of the Company's
lenders (or to any agents or representatives thereof), pursuant to the terms of
any pledge of said stock as collateral for any loans or financial accommodations
to the Company and/or its subsidiaries; or

                  iii)     any transfer or issuance to any person or entity,
including but not limited to one or more of the Company's lenders (or to any
agents or representatives thereof), in connection with the workout or
restructuring of the Company's debts to any one of the Company's lenders,
including but not limited to the issuance of new stock in exchange for any
equity contribution to the Company in connection with the workout or
restructuring of such debt.

                                  Page 7 of 14



                  iv)      any transfer of stock by a stockholder of the Company
which is a partnership or corporation to the partners or stockholders in such
stockholder.

         (i)      In the event of an initial public offering of the Company,
Option Awards shall be convertible to options in shares of the newly public
company, under terms and conditions which substantially preserve the rights and
options of the participant. Any resulting registration of options or shares
shall be effected at Company expense.

         (j)      If provided in the Option Award, each Option Award shall carry
the right to receive any dividend or dividend equivalent on vested shares, under
such terms and conditions as may be specified in the Option Award.

         (k)      Notwithstanding any other provisions of the Plan, any vested
but unexercised Option Award shares shall be forfeited upon the Option Award
holder's "Competition" with the Company. For this purpose, Competition shall be
determined by the Committee, and shall exist if the Option Award holder directly
or indirectly (i) engages or has a financial interest in, (ii) becomes an
officer, employee, director, partner, advisor or consultant of or to, (iii) has
an equity interest in, or (iv) in any way materially assists any person,
corporation, entity or business whose existing or planned products or activities
compete in whole or in part with the existing or planned products or activities
of the Company. The sole fact of ownership by an Option Award holder of less
than two percent (2%) of the stock of a publicly traded company which may have
product lines which compete with product lines of this Company shall not be
treated as Competition. Any determination by the Committee under this section
shall be final and conclusive, unless overruled by the Board.

                                  Page 8 of 14



         (l)      Notwithstanding any other provision of the Plan or any Option
Award to the contrary, any and all sales of shares to the Company or any
Affiliate are contingent upon and subject to the terms and conditions of any
bank loan covenants by the Company or any Affiliate.

         6. COVENANTS OF THE COMPANY.

         (a)      During the term of any Option Award granted under the Plan,
the Company shall keep available at all times for issuance or sale the number of
shares of stock required to satisfy such Option Award.

         (b)      The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority, if any,
as may be required to issue and sell shares of stock upon grant or exercise of
Option Awards under the Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act of 1933, as amended
(the "Securities Act"), either the Plan, any Option Award granted under the Plan
or any stock issued or issuable pursuant to any such Option Awards. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Option Awards unless and until such authority is obtained.

         7. USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Option Awards granted under
the Plan shall constitute general funds of the Company.

         8. MISCELLANEOUS.

                                  Page 9 of 14



         (a)      The Committee shall have the power to accelerate the time
during which an Option Award may be exercised or the time during which an option
or stock acquired pursuant to an Option Award will vest, notwithstanding the
provisions in the Option Award stating the time during which it may be exercised
or the time during which stock acquired pursuant thereto will vest.

         (b)      Neither a recipient of an Option Award nor any person to whom
an Option Award is transferred under subparagraph 5(d) shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option Award unless and until such person has satisfied all
requirements for exercise of the Option Award pursuant to its terms and is
thereby entitled to receive shares of stock.

         (c)      Throughout the term of any Option Award granted pursuant to
the Plan, the Company shall make available to the holder of such Option Award
upon request, not later than one hundred twenty (120) days after the close of
each fiscal year of the Company during the option term, upon request, such
financial and other information regarding the Company as comprises the annual
report to the shareholders of the Company provided for in the bylaws of the
Company.

         (d)      Nothing in the Plan or any instrument executed or Option Award
granted pursuant thereto shall confer upon any recipient any right to continue
in the employ of the Company or any Affiliate or to limit the Company's right to
terminate the employment or directorship of any participant with or without
cause. In the event that an Option Award recipient is permitted or otherwise
entitled to take a leave of absence, the Company shall have the unilateral right
to (i) determine whether such leave of absence will be treated as a termination
of employment for

                                 Page 10 of 14



purposes of his or her Option Award, and (ii) suspend or otherwise delay the
time or times at which the shares subject to the Option Award would otherwise
vest.

         (e)      To the extent provided by the terms of any Option Award, the
recipient may satisfy any federal, state or local tax withholding obligation
relating to the exercise or receipt of such Option Award by any of the following
means or by a combination of such means: (i) tendering a cash payment: (ii)
authorizing the Company to withhold from the shares of the common stock
otherwise issuable to the participant as a result of the exercise or receipt of
the Option Award cash or a number of shares having a fair market value less than
or equal to the amount of the withholding tax obligation; or (iii) delivering to
the Company owned and unencumbered shares of the common stock having a fair
market value less than or equal to the amount of the withholding tax obligation.

         (f)      In connection with each Option Award made pursuant to the
Plan, the Company may require as a condition precedent to its obligation to
issue or transfer shares to an eligible participant, or to evidence the removal
of any restrictions on transfers or lapse of any repurchase right, that such
participant make arrangements satisfactory to the Company to insure that the
amount of any federal or other withholding tax required to be withheld with
respect to such sale or transfer, or such removal or lapse, is made available to
the Company for timely payment of such tax.

         (g)      The Company may, as a condition of transferring any stock
pursuant to the Plan, require any person who is to acquire such stock (i) to
give written assurances satisfactory to the Company as to the optionee's
knowledge and experience in financial and business matters, and that he or she
is capable of evaluating, alone or together with the purchaser representative,
the

                                 Page 11 of 14



merits and risks of acquiring the stock; and (ii) to give written assurances
satisfactory to the Company stating that such person is acquiring the stock for
such person's own account and not with any present intention of selling or
otherwise distributing the stock. These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
shares has been registered under a then currently effective registration
statement under the Securities Act, or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.

         (h)      The Committee shall determine or cause to be determined the
fair market value of the stock of the Company from time to time, as required for
purposes of this Plan.

         9. ADJUSTMENTS UPON CHANGES IN STOCK.

         If any change is made in the stock subject to the Plan, or subject to
any Option Award granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
Option Awards will be appropriately adjusted in the class(es) and maximum number
of shares subject to the Plan and the class(es) and number of shares and price
per share of stock subject to outstanding Option Awards.

         10. AMENDMENT OF THE PLAN.

         (a)      The Committee at any time, and from time to time, may amend
the Plan subject to and within the limitations of any resolutions approved by
the Board of Directors.

                                 Page 12 of 14



         (b)      The Committee in its discretion shall determine at the time of
each amendment of the Plan whether or not to submit such amendment to the Board
of Directors of the Company for approval.

         (c)      Rights and obligations under any Option Award granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan unless (i) the Company requests the consent of the person to whom the
Option Award was granted and (ii) such person consents in writing.

         11. TERMINATION OR SUSPENSION OF THE PLAN.

         (a)      The Committee may suspend or terminate the Plan at any time.
No Option Awards may be granted under the Plan while the Plan is suspended or
after it is terminated. Upon the termination of the Plan, all Option Awards
shall become fully vested.

         (b)      Rights and obligations under any Option Award granted while
the Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except with the consent of the person to whom the
Option Award was granted.

         12. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of November 21, 2000 upon execution by
the President of the Company, following approval by the Plan Committee.

                                 Page 13 of 14



         IN WITNESS WHEREOF, the President of the Company has executed this Plan
as of the 21st day of November, 2000.

                                    GTx, INC.

                                    By: /s/ Mitchell S. Steiner
                                        ----------------------------------------
                                    Title: Vice Chairman
                                           -------------------------------------
                                    APPROVED:

                                    PLAN COMMITTEE

                                    /s/ Marc S. Hanover
                                    --------------------------------------------
                                    /s/ Mitchell S. Steiner
                                    --------------------------------------------
                                    /s/ John H. Pontius
                                    --------------------------------------------

                                 Page 14 of 14

                                                                    EXHIBIT 10.3

                                    GTx, INC.

                             2001 STOCK OPTION PLAN

         1.       PURPOSE.

                  (a) The purpose of the GTx, Inc. 2001 Stock Option Plan (the
         "Plan") is to provide a means by which selected key employees and
         directors (if declared eligible under paragraph 4) of and consultants
         to GTx, Inc. (the "Company"), and its Affiliates, as defined in
         subparagraph 1(b), may be given an opportunity to benefit from
         increases in value of the stock of the Company. It is intended that
         this purpose will be effected through the granting of (i) incentive
         stock options and/or, (ii) nonstatutory stock options.

                  (b) The word "Affiliate" as used in the Plan means any parent
         corporation or subsidiary corporation of the Company, as those terms
         are defined in Sections 424 (e) and (f), respectively, of the Internal
         Revenue Code of 1986, as amended from time to time (the "Code").

                  (c) The Company, by means of the Plan, seeks to retain the
         services of persons now employed by or serving as consultants or
         directors to the Company, to secure and retain the services of persons
         capable of filling such positions, and to provide incentives for such
         persons to exert maximum efforts for the success of the Company.

                  (d) The Company intends that rights granted under the Plan
         ("Option Awards") shall, in the discretion of the Committee or Board of
         Directors of the Company (the "Board"), as applicable, be either (i)
         incentive stock options as that term is used in Section 422 of the Code
         ("Incentive Stock Options"), or (ii) stock options which do not qualify
         as Incentive Stock Options ("Supplemental Stock Options").

         2.       ADMINISTRATION.

                  (a) The Plan shall be administered by a Committee appointed by
         the Board of Directors of the Company composed of not fewer than three
         (3) Directors (the "Committee").

                  (b) The Committee shall have the power, subject to, and within
         the limitations of, the express provisions of the Plan and to such
         resolutions, not inconsistent with the provisions of the Plan, as may
         be adopted from time to time by the Board of Directors:

                           (i) To determine from time to time which of the
                  persons eligible under the Plan shall be granted Option
                  Awards; when and how Option Awards shall be granted; whether a
                  Option Award will be an Incentive Stock Option, a Supplemental
                  Stock Option, or a combination of the foregoing; and the
                  provisions of each Option Award granted (which need not be
                  identical).

                           (ii) To construe and interpret the Plan and Option
                  Awards granted under it, and to establish, amend and revoke
                  rules and regulations for its administration. The Committee,
                  in the exercise of this power, may correct any



                  defect, omission or inconsistency in the Plan or in any Option
                  Award, in a manner and to the extent it shall deem necessary
                  or expedient to make the Plan fully effective, consistent with
                  its terms.

                           (iii) To amend the Plan as provided in paragraph 10.

                           (iv) Generally, to exercise such powers and to
                  perform such acts as the Committee deems necessary or
                  expedient to promote the best interests of the Company.

                  (c) The Board of Directors may abolish the Committee at any
         time and revest in the Board of Directors the administration of the
         Plan.

         3.       SHARES SUBJECT TO THE PLAN.

                  (a) Subject to the provisions of paragraph 9 relating to
         adjustments upon changes in stock, the stock that may be issued
         pursuant to Option Awards granted under the Plan shall not exceed in
         the aggregate thirty five thousand one hundred fifty (35,150) shares of
         the Company's common stock issued and outstanding as of the date of
         shareholder approval of the Plan. If any option or right granted under
         the Plan shall for any reason expire or otherwise terminate without
         having been exercised in full, the stock not issued under such option
         or right shall again become available for the Plan.

                  (b) The stock subject to the Plan may be unissued shares or
         reacquired shares, bought on the market or otherwise.

         4.       ELIGIBILITY.

                  (a) Incentive Stock Options may be granted only to employees
         (including officers) of the Company or its Affiliates. A director of
         the Company shall not be eligible to receive Incentive Stock Options
         unless such director is also an employee (including an officer) of the
         Company or any Affiliate. Option Awards other than Incentive Stock
         Options may be granted only to directors, officers or employees of or
         consultants to the Company or its Affiliates.

                  (b) No person shall be eligible for the grant of an Incentive
         Stock Option under the Plan if, at the time of grant, such person owns
         (or is deemed to own pursuant to Section 424(d) of the Code) stock
         possessing more than ten percent (10%) of the total combined voting
         power of all classes of stock of the Company or of any of its
         Affiliates unless the exercise price of such option is at least one
         hundred ten percent (110%) of the fair market value of such stock at
         the date of grant and the term of the option does not exceed five (5)
         years from the date of grant.

         5.       TERMS OF STOCK OPTIONS.

         Each stock option shall be in such form and shall contain such terms
and conditions as the Board or the Committee shall deem appropriate. All options
shall be separately designated Incentive Stock Options or Supplemental Stock
Options at the time of grant, and in such form as



                                       2


issued pursuant to this paragraph, and a separate certificate or certificates
shall be issued for shares purchased on exercise of each type of option. An
option designated as a Supplemental Stock Option shall not be treated as an
Incentive Stock Option. The provisions of separate options need not be
identical, but each option shall include (through incorporation of provisions
hereof by reference in the option or otherwise) the substance of each of the
following provisions:

                  (a) The term of any option shall not be greater than ten (10)
         years from the date it was granted or, in the case of any option
         contemplated by paragraph 4(b), five (5) years from the date of grant.

                  (b) The exercise price of each Incentive Stock Option shall be
         not less than one hundred percent (100%) of the fair market value of
         the stock subject to the option on the date the option is granted or,
         in the case of any option contemplated by paragraph 4(b), one hundred
         ten percent (110%) of the fair market value of the stock subject to the
         option on the date of grant of the option.

                  (c) The purchase price of stock acquired pursuant to an option
         shall be paid, to the extent permitted by applicable statutes and
         regulations, either (i) in cash at the time the option is exercised, or
         (ii) at the discretion of the Committee either at the time of the grant
         or exercise of the option, (A) by delivery to the Company of other
         common stock of the Company, (B) according to a deferred payment or
         other arrangement (which may include, without limiting the generality
         of the foregoing, the use of other common stock of the Company) with
         the person to whom the option is granted or to whom the option is
         transferred pursuant to subparagraph 5(d), or (C) in any other form of
         legal consideration that may be acceptable to the Committee.

                  (d)

                           (i) Unless otherwise expressly stated in the option,
                  an option shall not be transferable except by will or by the
                  laws of descent and distribution, and shall be exercisable
                  during the lifetime of the person to whom the option is
                  granted only by such person, nor shall an option holder have
                  the right or power to anticipate, accelerate, convey, assign
                  or otherwise alienate, hypothecate, pledge or otherwise
                  encumber any option award or the shares subject to an option
                  award.

                           (ii) Except with respect to Incentive Stock Options,
                  the Committee may, in its discretion, establish forms and
                  procedures for the transfer of all or any portion of such
                  Option Award by the optionee to (i) Immediate Family Members
                  (as defined hereinafter), (ii) a trust or trusts for the
                  exclusive benefit of the optionee and such Immediate Family
                  Members, or (iii) a partnership or limited liability company
                  in which the optionee and such Immediate Family Members are
                  the only partners or members (collectively such optionee's
                  "Permitted Transferees"), provided that subsequent transfers
                  shall be prohibited except in accordance with the laws of
                  descent and distribution, or by will. Notification and
                  approval of all such transfers shall be in the form specified
                  by the Committee. Following transfer, any such Option Award
                  shall continue to be subject to the same terms and conditions
                  as were applicable immediately prior to transfer,

                                       3


                  provided that for purposes of this Plan, wherever appropriate,
                  the term "optionee" shall be deemed to refer to the Permitted
                  Transferee. Notwithstanding the foregoing, the Plan Committee
                  and the Company shall have no obligation to inform any
                  Permitted Transferee of any expiration, termination, lapse or
                  acceleration of any such Option Award and may give notices
                  required hereunder, if any, to the optionee. The events of
                  termination of employment hereof shall continue to be applied
                  with respect to the original optionee, following which the
                  Option Award shall be exercisable by the Permitted Transferee
                  only to the extent, and for the periods specified herein. As
                  used herein "Immediate Family Member" shall mean, with respect
                  to the optionee, his or her spouse, child, stepchild,
                  grandchildren or other descendants, and shall include
                  relationships arising from legal adoption.

                  (e) The total number of shares of stock subject to an option
         may, but need not, be allotted in periodic installments (which may, but
         need not, be equal). From time to time during each of such installment
         periods, the option may become exercisable ("vest") with respect to
         some or all of the shares allotted to that period, and may be exercised
         with respect to some or all of the shares allotted to such period
         and/or any prior period as to which the option was not fully exercised.
         During the remainder of the term of the option (if its term extends
         beyond the end of the installment periods), the option may be exercised
         from time to time with respect to any shares then remaining subject to
         the option. In the absence of a specific provision to the contrary in a
         particular option grant, an option award shall vest one-third (1/3) on
         the third anniversary of the date of grant of such option award, an
         additional one-third on the fourth anniversary of the date of grant of
         such option award, and the final one-third (1/3) shall vest on the
         fifth anniversary of the date of grant of such option award. The
         provisions of this subparagraph 5(e) are subject to any option
         provisions governing the minimum number of shares as to which an option
         may be exercised.

                  (f) An option shall terminate three (3) months after
         termination of the optionee's employment or relationship as a director
         of or consultant to the Company or an Affiliate, unless (i) such
         termination is due to such person's permanent and total disability,
         within the meaning of Section 422(c)(6) of the Code, in which case the
         option may, but need not, provide that it may be exercised at any time
         within one (1) year following such termination of employment or
         relationship as a director or consultant; or (ii) the optionee dies
         while in the employ of or while serving as a director of or consultant
         to the Company or an Affiliate, or within not more than three (3)
         months after termination of such relationship, in which case the option
         may, but need not, provide that it may be exercised at any time within
         eighteen (18) months following the death of the optionee by the person
         or persons to whom the optionee's rights under such option passes by
         will or by the laws of descent and distribution; or (iii) such
         termination is due to such person's voluntary retirement in accordance
         with subparagraph (h) below, in which case the option may be exercised
         at any time within the earlier of five (5) years from the date of
         termination of such employment or relationship, as the case may be, or
         the term of the option; or (iv) the option by its terms specifies
         either (a) that it shall terminate sooner than three (3) months after
         termination of the optionee's employment or relationship as a director
         or consultant, or (b) that it may be exercised more than three (3)
         months after

                                       4


         termination of the optionee's employment or relationship with the
         Company or an Affiliate. This subparagraph 5(f) shall not be construed
         to extend the term of any option or to permit anyone to exercise the
         option after expiration of its term, nor shall it be construed to
         increase the number of shares as to which any option is exercisable
         from the amount exercisable on the date of termination of the
         optionee's employment or relationship as a consultant or director.

                  (g) Prior to such time as the Company's shares of common stock
         are first sold to the public in an offering registered pursuant to
         Section 5 of the Securities Act of 1933, as amended ("Initial Public
         Offering"), any shares of stock acquired through the exercise of an
         option shall be subject to a thirty (30) day right of first refusal by
         the Company at the same price and terms as offered by any third party
         pursuant to a bona fide offer, and may not be sold prior to an offer to
         sell to the Company on such terms. Further, shares acquired through
         exercise of an option award shall be subject to the terms and
         conditions of the Amended and Restated Voting and Shareholder Agreement
         dated October ___, 2001, between the Company and its stockholders, as
         amended from time to time (the "Stockholders Agreement").

                  (h) In the event of a participant's termination of employment
         or service as a director, as applicable, by reason of voluntary
         retirement (at or after age sixty-five (65) or after age fifty-five
         with no fewer than five (5) years of service), death, permanent and
         total disability, involuntary termination (other than a termination for
         cause but including any involuntary termination as the result of a
         Change in Control, as addressed below), with respect to such
         participant's Option Award(s), the Committee may in its sole, absolute
         and final discretion elect to vest any or all shares not otherwise
         vested under the terms of the Plan.

         For purposes of this section, a permanent and total disability shall
mean the occurrence of the following conditions: (i) the Option Award holder's
physical or mental incapacity (excluding infrequent and temporary absences due
to ordinary illness) of properly performing the principal functions which had
been typically assigned to him by the Company, (ii) such incapacity shall exist
or be expected to exist with a reasonable degree of medical certainty for more
than ninety (90) days in the aggregate during any consecutive twelve (12) month
period, and (iii) either the Option Award holder or the Company shall have given
the other thirty (30) days written notice of intent to terminate employment or
service as a director because of disability. In the event the Company and Option
Award holder are in material disagreement regarding the Participant's physical
or mental condition, the Company shall authorize a panel of three (3) physicians
selected by the Company to examine the Participant to determine conclusively, by
a majority, whether the Participant is disabled for purposes of the Plan.

         For purposes of this section, a termination for cause shall mean the
termination of an individual's status as an employee or director of the Company,
as applicable, as the result of (i) fraud or dishonesty in connection with the
business of the Company; (ii) gross negligence in the performance of duties for
the Company; (iii) willful failure in carrying out duties as an employee,
director or consultant; or (iv) arrest and conviction of a felony involving
moral turpitude, whether or not in connection with the business of the Company;
provided that (iii) above shall not apply if the Option Award holder has been
assigned by the Company to duties

                                       5


which are not comparable to such holder's function and compensation at the
Company, or which are non-executive or demeaning assignments, or if the Company
has given such participant demeaning and unreasonable pay cuts.

                  (i) In the event of a Change in Control of the Company, all
         shares subject to all Option Awards shall become one hundred percent
         (100%) vested and shall be converted to cash, options or stock of
         equivalent value in the surviving organization under terms and
         condition which substantially preserve the economic status of the
         Participants, as determined by the Committee. For purposes of this
         paragraph, a Change in Control shall mean:

                           (i) a sale or other disposition of more than fifty
                  percent (50%) of the issued and outstanding voting stock of
                  the Company, in a single transaction or in a series of
                  transactions. For such purposes, "Voting Stock" shall mean
                  capital stock of the Company of any class or classes, the
                  holders of which are ordinarily, in the absence of
                  contingencies, entitled to vote for the election of members of
                  the Board of Directors (or Persons performing similar
                  functions) of the Company.

                           (ii) a merger or consolidation of the Company with or
                  into any other entity, if immediately after giving effect to
                  such transaction more than fifty percent (50%) of the issued
                  and outstanding Voting Stock of the surviving entity of such
                  transaction is held by persons who are not holders of the
                  Voting Stock immediately prior to giving effect to such
                  transaction;

                           (iii) a sale or other disposition of all or
                  substantially all of the Company's assets in a single
                  transaction or in a series of transactions (including, without
                  limitation, any liquidation or dissolution of the Company

A Change of Control shall not include any of the following events:

                                    (i) any transfer or issuance of stock of the
                           Company to one or more of the Company's lenders (or
                           to any agents or representatives thereof) in exchange
                           for debt of the Company owed to any such lenders;

                                    (ii) any transfer of stock of the Company to
                           or by any person or entity, including but not limited
                           to one or more of the Company's lenders (or to any
                           agents or representatives thereof), pursuant to the
                           terms of any pledge of said stock as collateral for
                           any loans or financial accommodations to the Company
                           and/or its subsidiaries; or

                                    (iii) any transfer or issuance to any person
                           or entity, including but not limited to one or more
                           of the Company's lenders (or to any agents or
                           representatives thereof), in connection with the
                           workout or restructuring of the Company's debts to
                           any one of the Company's lenders, including but not
                           limited to the issuance of new stock in exchange for
                           any equity contribution to the Company in connection
                           with the workout or restructuring of such debt.

                                       6


                                    (iv) any transfer of stock by a stockholder
                           of the Company which is a partnership or corporation
                           to the partners or stockholders in such stockholder.

                  (j) In the event of an Initial Public Offering of the Company,
         Option Awards shall be convertible to options in shares of the newly
         public company, under terms and conditions which substantially preserve
         the rights and options of the participant. Any resulting registration
         of options or shares shall be effected at Company expense.

                  (k) If provided in the Option Award, each Option Award shall
         carry the right to receive any dividend or dividend equivalent on
         vested shares, under such terms and conditions as may be specified in
         the Option Award.

                  (l) Notwithstanding any other provisions of the Plan, any
         vested but unexercised Option Award shares shall be forfeited upon the
         Option Award holder's "Competition" with the Company. For this purpose,
         Competition shall be determined by the Committee, and shall exist if
         the Option Award holder while employed by or consulting for the Company
         and for a period of two (2) years thereafter directly or indirectly (i)
         engages or has a financial interest in, (ii) becomes an officer,
         employee, director, partner, advisor or consultant of or to, (iii) has
         an equity interest in, or (iv) in any way materially assists any
         person, corporation, entity or business whose existing or planned
         products or activities compete in whole or in part with the existing or
         planned products or activities of the Company. The sole fact of
         ownership by an Option Award holder of less than two percent (2%) of
         the stock of a publicly traded company which may have product lines
         which compete with product lines of this Company shall not be treated
         as Competition. Any determination by the Committee under this section
         shall be final and conclusive, unless overruled by the Board.

                  (m) Notwithstanding any other provision of the Plan or any
         Option Award to the contrary, any and all sales of shares to the
         Company or any Affiliate are contingent upon and subject to the terms
         and conditions of any bank loan covenants by the Company or any
         Affiliate.

         6.       COVENANTS OF THE COMPANY.

                  (a) During the terms of any Option Awards granted under the
         Plan, the Company shall keep available at all times the number of
         shares of stock required to satisfy such Option Awards.

                  (b) The Company shall seek to obtain from each regulatory
         commission or agency having jurisdiction over the Plan such authority
         as may be required to issue and sell shares of stock upon grant or
         exercise of Option Awards under the Plan; provided, however, that this
         undertaking shall not require the Company to register under the
         Securities Act of 1933, as amended (the "Securities Act"), either the
         Plan, any Option Award granted under the Plan or any stock issued or
         issuable pursuant to any such Option Awards. If, after reasonable
         efforts, the Company is unable to obtain from any such regulatory
         commission or agency the authority which counsel for the Company deems

                                       7


         necessary for the lawful issuance and sale of stock under the Plan, the
         Company shall be relieved from any liability for failure to issue and
         sell stock upon exercise of such Option Awards unless and until such
         authority is obtained.

         7.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Option Awards granted under
the Plan shall constitute general funds of the Company.

         8.       MISCELLANEOUS.

                  (a) The Committee shall have the power to accelerate the time
         during which a Option Award may be exercised or the time during which
         an option or stock acquired pursuant to a Option Award will vest,
         notwithstanding the provisions in the Option Award stating the time
         during which it may be exercised or the time during which stock
         acquired pursuant thereto will vest.

                  (b) Neither a recipient of a Option Award nor any person to
         whom a Option Award is transferred under subparagraph 5(d) shall be
         deemed to be the holder of, or to have any of the rights of a holder
         with respect to, any shares subject to such Option Award unless and
         until such person has satisfied all requirements for exercise of the
         Option Award pursuant to its terms and is thereby entitled to receive
         shares of stock.

                  (c) Throughout the term of any Option Award granted pursuant
         to the Plan, the Company shall make available to the holder of such
         Option Award, not later than one hundred twenty (120) days after the
         close of each of the Company's fiscal years during the option term,
         upon request, such financial and other information regarding the
         Company as comprises the annual report to the shareholders of the
         Company provided for in the bylaws of the Company.

                  (d) Nothing in the Plan or any instrument executed or Option
         Award granted pursuant thereto shall confer upon any recipient any
         right to continue in the employ of the Company or any Affiliate or to
         limit the Company's right to terminate the employment or consulting
         relationship or directorship of any eligible employee or recipient with
         or without cause. In the event that an Option Award recipient is
         permitted or otherwise entitled to take a leave of absence, the Company
         shall have the unilateral right to (i) determine whether such leave of
         absence will be treated as a termination of employment for purposes of
         his or her Option Award, or (ii) suspend or otherwise delay the time or
         times at which the shares subject to the Option Award would otherwise
         vest.

                  (e) To the extent provided by the terms of any Option Award,
         the recipient may satisfy any federal, state or local tax withholding
         obligation relating to the exercise or receipt of such Option Award by
         any of the following means or by a combination of such means: (1)
         tendering a cash payment; (2) authorizing the Company to withhold from
         the shares of the common stock otherwise issuable to the participant as
         a result of the exercise of receipt of the Option Award cash or a
         number of shares having a fair market value less than or equal to the
         amount of the withholding tax obligation; or (3)

                                       8


         delivering to the Company owned and unencumbered shares of common stock
         of the Company having a fair market value less than or equal to the
         amount of the withholding tax obligation.

                  (f) In connection with each Option Award made pursuant to the
         Plan, the Company may require as a condition precedent to its
         obligation to issue or transfer shares to an eligible participant, or
         to evidence the removal of any restrictions on transfers or lapse of
         any repurchase right, that such participant make arrangements
         satisfactory to the Company to insure that the amount of any federal or
         other withholding tax required to be withheld with respect to such sale
         or transfer, or such removal or lapse, is made available to the Company
         for timely payment of such tax.

                  (g) The Company may, as a condition of transferring any stock
         pursuant to the Plan, require any person who is to acquire such stock
         (1) to give written assurances satisfactory to the Company as to the
         optionee's knowledge and experience in financial and business matters
         and/or to employ a purchaser representative reasonably satisfactory to
         the Company who is knowledgeable and experienced in financial and
         business matters, and that he or she is capable of evaluating, alone or
         together with the purchaser representative, the merits and risks of
         acquiring the stock; and (2) to give written assurances satisfactory to
         the Company stating that such person is acquiring the stock for such
         person's own account and not with any present intention of selling or
         otherwise distributing the stock. These requirements, and any
         assurances given pursuant to such requirements, shall be inoperative if
         (i) the issuance of the shares has been registered under a then
         currently effective registration statement under the Securities Act, or
         (ii) as to any particular requirement, a determination is made by
         counsel for the Company that such requirement need not be met in the
         circumstances under the then applicable securities laws.

         9.       ADJUSTMENTS UPON CHANGES IN STOCK.

                  (a) If any change is made in the stock subject to the Plan, or
         subject to any Option Award granted under the Plan (through merger,
         consolidation, reorganization, recapitalization, stock dividend,
         dividend in property other than cash, stock split, liquidating
         dividend, combination of shares, exchange of shares, change in
         corporate structure or otherwise), the Plan and outstanding Option
         Awards will be appropriately adjusted in the class(es) and maximum
         number of shares subject to the Plan and the class(es) and number of
         shares and price per share of stock subject to outstanding Option
         Awards.

                  (b) In the event of: (1) a merger or consolidation in which
         the Company is not the surviving corporation, or (2) a reverse merger
         in which the Company is the surviving corporation but the shares of the
         Company's common stock outstanding immediately preceding the merger are
         converted by virtue of the merger into other property, whether in the
         form of securities, cash or otherwise, then to the extent permitted by
         applicable law: (i) any surviving corporation shall assume any Option
         Awards outstanding under the Plan or shall substitute similar rights
         for those outstanding under the Plan, or (ii) such Option Awards shall
         continue in full force and effect. In the event

                                       9


         any surviving corporation refuses to assume or continue such Option
         Awards, or to substitute similar Option Awards for those outstanding
         under the Plan, then, with respect to Option Awards held by persons
         then performing services as employees or as consultants or directors
         for the Company, as the case may be, the time during which such Option
         Awards shall vest shall be accelerated and the Option Awards terminated
         if not exercised prior to such event. In the event of a dissolution or
         liquidation of the Company, any options outstanding under the Plan
         shall terminate if not exercised prior to such event.

         10.      AMENDMENT OF THE PLAN.

                  (a) The Committee at any time, and from time to time, may
         amend the Plan, subject to and within limitations of any resolutions
         approved by the Board of Directors. However, except as provided in
         paragraph 9 relating to adjustments upon changes in stock, no amendment
         shall be effective unless approved by the shareholders of the Company
         within twelve (12) months before or after the adoption of the
         amendment, where the amendment will increase the number of shares
         reserved for issuance under the Plan.

                  (b) With a view to making available the benefits provided by
         Section 422 of the Code, if deemed desirable by the Board, the Board in
         its discretion shall determine at the time of each amendment of the
         Plan whether or not to submit such amendment to the shareholders of the
         Company for approval.

                  (c) Rights and obligations under any Option Award granted
         before amendment of the Plan shall not be altered or impaired by any
         amendment of the Plan unless (i) the Company requests the consent of
         the person to whom the Option Award was granted and (ii) such person
         consents in writing.

         11.      TERMINATION OR SUSPENSION OF THE PLAN.

                  (a) The Committee may suspend or terminate the Plan at any
         time. Unless sooner terminated, the Plan shall terminate ten (10) years
         from the date the Plan is adopted by the Board or approved by the
         shareholders of the Company, whichever is earlier. Upon termination of
         the Plan, all Option Awards shall become fully vested. No Option Awards
         may be granted under the Plan while the Plan is suspended or after it
         is terminated.

                  (b) Rights and obligations under any Option Award granted
         while the Plan is in effect shall not be altered or impaired by
         suspension or termination of the Plan, except with the consent of the
         person to whom the Option Award was granted.

         12.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as of October ____, 2001, but no Option
Award granted under the Plan shall be exercised and no stock shall otherwise be
issued under the Plan unless and until the Plan has been approved by the
shareholders of the Company.

                                       10


         IN WITNESS WHEREOF, the authorized officer of the Company has executed
this Plan on this 1st day of October, 2001.

                                       GTx, Inc.

                                       By: /s/ Henry P. Doggrell
                                           -------------------------------------
                                       Title: General Counsel and Secretary
                                              ----------------------------------

                                       11


                                AMENDMENT TO THE
                                    GTX, INC.
                             2001 STOCK OPTION PLAN

         WHEREAS, GTx, Inc. (the "Company") adopted the 2001 Stock Option Plan
(the "Plan") effective October 1, 2001 and granted the Committee the right to
amend the Plan;

         WHEREAS, it has been determined that the Plan should be amended for the
purpose of changing the definition of the terms "permanent and total disability"
and "Change in Control";

         WHEREAS, the Committee of the Company has approved such amendments;

         NOW, THEREFORE, the Plan is hereby amended, effective as of the date
hereof, as follows:

         1. The definition of the term "permanent and total disability" set
forth in Section 5 of the Plan is hereby amended to have the following meaning:
(A) the inability of the optionee to perform substantially all of his or her
duties and responsibilities to the Company by reason of a physical or mental
disability or infirmity (excluding, however, infrequent and temporary absences
due to ordinary illness) (i) for a continuous period of more than ninety (90)
days or (ii) at such time as the optionee submits satisfactory medical evidence
that he or she has a permanent physical or mental disability or infirmity which
will likely prevent him from returning to the performance of his work duties for
more than ninety (90) days, and (B) either the optionee or the Company shall
have given the other at least thirty (30) days prior written notice of intent to
terminate employment. The date of such permanent and total disability shall be
on the last day of such ninety (90) day period or the day on which the optionee
submits such satisfactory medical evidence, as the case might be.

         2. The definition of the term "Change in Control" set forth in Section
5(i) of the Plan is hereby amended to have the following meaning: (a) the sale
or other disposition of all or substantially all of the assets of the Company in
a single transaction or in a series of transactions (including, without
limitation, any liquidation or dissolution of the Company); (b) the sale or
other disposition of more than fifty percent (50%) of the issued and outstanding
voting stock of the Company, in a single transaction or in a series of
transactions. For such purposes, "voting stock" shall mean the capital stock of
the Company of any class or classes, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of members of the
Board of Directors (or Persons performing similar functions) of the Company; or
(3) a merger or consolidation of the Company with or into any other entity, if
immediately after giving effect to such transaction more than fifty percent
(50%) of the issued and outstanding voting stock of the surviving entity of such
transaction is held by persons who were not holders (taking into account their
individual and affiliated holdings) as of the date of the grant of this Option
of at least 20% of the voting stock of the Company. Notwithstanding the
foregoing, a "Change in Control" shall not include: (i) any transfer or issuance
of stock of the Company to one or more of the Company's lenders (or to any
agents or representatives thereof) in exchange for debt of the Company owed to
any such lenders; (ii) any transfer of stock of the Company to or by any person
or entity, including but not limited to one or more of the Company's lenders (or
to any agents or representatives thereof), pursuant to the terms of any pledge
of said stock as collateral

                                       12


for any loans or financial accommodations to the Company and/or its
subsidiaries; (iii) any transfer or issuance to any person or entity, including
but not limited to one or more of the Company's lenders (or to any agents or
representatives thereof), in connection with the workout or restructuring of the
Company's debts to any one of the Company's lenders, including but not limited
to the issuance of new stock in exchange for any equity contribution to the
Company in connection with the workout or restructuring of such debt; or (iv)
any transfer of stock by a stockholder of the Company which is a partnership or
corporation to the partners or stockholders in such stockholder.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed on November 15, 2001.

                                        GTx, Inc.

                                        By:    /s/ Marc S. Hanover
                                               _________________________________
                                        Name:      Marc S. Hanover
                                               _________________________________
                                        Title:     President and COO
                                               _________________________________

                                       13

                                                                    EXHIBIT 10.4

                                    GTx, INC.

                             2002 STOCK OPTION PLAN

         1.       PURPOSE.

                  (a) The purpose of the GTx, Inc. 2002 Stock Option Plan (the
         "Plan") is to provide a means by which selected key employees and
         directors (if declared eligible under paragraph 4) of and consultants
         to GTx, Inc. (the "Company"), and its Affiliates, as defined in
         subparagraph 1(b), may be given an opportunity to benefit from
         increases in value of the stock of the Company. It is intended that
         this purpose will be effected through the granting of (i) incentive
         stock options and/or, (ii) nonstatutory stock options.

                  (b) The word "Affiliate" as used in the Plan means any parent
         corporation or subsidiary corporation of the Company, as those terms
         are defined in Sections 424 (e) and (f), respectively, of the Internal
         Revenue Code of 1986, as amended from time to time (the "Code").

                  (c) The Company, by means of the Plan, seeks to retain the
         services of persons now employed by or serving as consultants or
         directors to the Company, to secure and retain the services of persons
         capable of filling such positions, and to provide incentives for such
         persons to exert maximum efforts for the success of the Company.

                  (d) The Company intends that rights granted under the Plan
         ("Option Awards") shall, in the discretion of the Committee or Board of
         Directors of the Company (the "Board"), as applicable, be either (i)
         incentive stock options as that term is used in Section 422 of the Code
         ("Incentive Stock Options"), or (ii) stock options which do not qualify
         as Incentive Stock Options ("Supplemental Stock Options").

         2.       ADMINISTRATION.

                  (a) The Plan shall be administered by a Committee appointed by
         the Board of Directors of the Company composed of not fewer than three
         (3) Directors (the "Committee").

                  (b) The Committee shall have the power, subject to, and within
         the limitations of, the express provisions of the Plan and to such
         resolutions, not inconsistent with the provisions of the Plan, as may
         be adopted from time to time by the Board of Directors:

                           (i) To determine from time to time which of the
                  persons eligible under the Plan shall be granted Option
                  Awards; when and how Option Awards shall be granted; whether a
                  Option Award will be an Incentive Stock Option, a Supplemental
                  Stock Option, or a combination of the foregoing; and the
                  provisions of each Option Award granted (which need not be
                  identical).

                           (ii) To construe and interpret the Plan and Option
                  Awards granted under it, and to establish, amend and revoke
                  rules and regulations for its administration. The Committee,
                  in the exercise of this power, may correct any



                  defect, omission or inconsistency in the Plan or in any Option
                  Award, in a manner and to the extent it shall deem necessary
                  or expedient to make the Plan fully effective, consistent with
                  its terms.

                           (iii) To amend the Plan as provided in paragraph 10.

                           (iv) Generally, to exercise such powers and to
                  perform such acts as the Committee deems necessary or
                  expedient to promote the best interests of the Company.

                  (c) The Board of Directors may abolish the Committee at any
         time and revest in the Board of Directors the administration of the
         Plan.

         3.       SHARES SUBJECT TO THE PLAN.

                  (a) Subject to the provisions of paragraph 9 relating to
         adjustments upon changes in stock, the stock that may be issued
         pursuant to Option Awards granted under the Plan shall not exceed in
         the aggregate Fifty Thousand (50,000) shares of the Company's common
         stock issued and outstanding as of the date of shareholder approval of
         the Plan. If any option or right granted under the Plan shall for any
         reason expire or otherwise terminate without having been exercised in
         full, the stock not issued under such option or right shall again
         become available for the Plan.

                  (b) The stock subject to the Plan may be unissued shares or
         reacquired shares, bought on the market or otherwise.

         4.       ELIGIBILITY.

                  (a) Incentive Stock Options may be granted only to employees
         (including officers) of the Company or its Affiliates. A director of
         the Company shall not be eligible to receive Incentive Stock Options
         unless such director is also an employee (including an officer) of the
         Company or any Affiliate. Option Awards other than Incentive Stock
         Options may be granted only to directors, officers or employees of or
         consultants to the Company or its Affiliates.

                  (b) No person shall be eligible for the grant of an Incentive
         Stock Option under the Plan if, at the time of grant, such person owns
         (or is deemed to own pursuant to Section 424(d) of the Code) stock
         possessing more than ten percent (10%) of the total combined voting
         power of all classes of stock of the Company or of any of its
         Affiliates unless the exercise price of such option is at least one
         hundred ten percent (110%) of the fair market value of such stock at
         the date of grant and the term of the option does not exceed five (5)
         years from the date of grant.

         5.       TERMS OF STOCK OPTIONS.

         Each stock option shall be in such form and shall contain such terms
and conditions as the Board or the Committee shall deem appropriate. All options
shall be separately designated Incentive Stock Options or Supplemental Stock
Options at the time of grant, and in such form as

                                       2


issued pursuant to this paragraph, and a separate certificate or certificates
shall be issued for shares purchased on exercise of each type of option. An
option designated as a Supplemental Stock Option shall not be treated as an
Incentive Stock Option. The provisions of separate options need not be
identical, but each option shall include (through incorporation of provisions
hereof by reference in the option or otherwise) the substance of each of the
following provisions:

                  (a) The term of any option shall not be greater than ten (10)
         years from the date it was granted or, in the case of any option
         contemplated by paragraph 4(b), five (5) years from the date of grant.

                  (b) The exercise price of each Incentive Stock Option shall be
         not less than one hundred percent (100%) of the fair market value of
         the stock subject to the option on the date the option is granted or,
         in the case of any option contemplated by paragraph 4(b), one hundred
         ten percent (110%) of the fair market value of the stock subject to the
         option on the date of grant of the option.

                  (c) The purchase price of stock acquired pursuant to an option
         shall be paid, to the extent permitted by applicable statutes and
         regulations, either (i) in cash at the time the option is exercised, or
         (ii) at the discretion of the Committee either at the time of the grant
         or exercise of the option, (A) by delivery to the Company of other
         common stock of the Company, (B) according to a deferred payment or
         other arrangement (which may include, without limiting the generality
         of the foregoing, the use of other common stock of the Company) with
         the person to whom the option is granted or to whom the option is
         transferred pursuant to subparagraph 5(d), or (C) in any other form of
         legal consideration that may be acceptable to the Committee.

                  (d)

                           (i) Unless otherwise expressly stated in the option,
                  an option shall not be transferable except by will or by the
                  laws of descent and distribution, and shall be exercisable
                  during the lifetime of the person to whom the option is
                  granted only by such person, nor shall an option holder have
                  the right or power to anticipate, accelerate, convey, assign
                  or otherwise alienate, hypothecate, pledge or otherwise
                  encumber any option award or the shares subject to an option
                  award.

                           (ii) Except with respect to Incentive Stock Options,
                  the Committee may, in its discretion, establish forms and
                  procedures for the transfer of all or any portion of such
                  Option Award by the optionee to (i) Immediate Family Members
                  (as defined hereinafter), (ii) a trust or trusts for the
                  exclusive benefit of the optionee and such Immediate Family
                  Members, or (iii) a partnership or limited liability company
                  in which the optionee and such Immediate Family Members are
                  the only partners or members (collectively such optionee's
                  "Permitted Transferees"), provided that subsequent transfers
                  shall be prohibited except in accordance with the laws of
                  descent and distribution, or by will. Notification and
                  approval of all such transfers shall be in the form specified
                  by the Committee. Following transfer, any such Option Award
                  shall continue to be subject to the same terms and conditions
                  as were applicable immediately prior to transfer,

                                       3


                  provided that for purposes of this Plan, wherever appropriate,
                  the term "optionee" shall be deemed to refer to the Permitted
                  Transferee. Notwithstanding the foregoing, the Plan Committee
                  and the Company shall have no obligation to inform any
                  Permitted Transferee of any expiration, termination, lapse or
                  acceleration of any such Option Award and may give notices
                  required hereunder, if any, to the optionee. The events of
                  termination of employment hereof shall continue to be applied
                  with respect to the original optionee, following which the
                  Option Award shall be exercisable by the Permitted Transferee
                  only to the extent, and for the periods specified herein. As
                  used herein "Immediate Family Member" shall mean, with respect
                  to the optionee, his or her spouse, child, stepchild,
                  grandchildren or other descendants, and shall include
                  relationships arising from legal adoption.

                  (e) The total number of shares of stock subject to an option
         may, but need not, be allotted in periodic installments (which may, but
         need not, be equal). From time to time during each of such installment
         periods, the option may become exercisable ("vest") with respect to
         some or all of the shares allotted to that period, and may be exercised
         with respect to some or all of the shares allotted to such period
         and/or any prior period as to which the option was not fully exercised.
         During the remainder of the term of the option (if its term extends
         beyond the end of the installment periods), the option may be exercised
         from time to time with respect to any shares then remaining subject to
         the option. In the absence of a specific provision to the contrary in a
         particular option grant, an option award shall vest one-third (1/3) on
         the third anniversary of the date of grant of such option award, an
         additional one-third on the fourth anniversary of the date of grant of
         such option award, and the final one-third (1/3) shall vest on the
         fifth anniversary of the date of grant of such option award. The
         provisions of this subparagraph 5(e) are subject to any option
         provisions governing the minimum number of shares as to which an option
         may be exercised.

                  (f) An option shall terminate three (3) months after
         termination of the optionee's employment or relationship as a director
         of or consultant to the Company or an Affiliate, unless (i) such
         termination is due to such person's permanent and total disability,
         within the meaning of Section 422(c)(6) of the Code, in which case the
         option may, but need not, provide that it may be exercised at any time
         within one (1) year following such termination of employment or
         relationship as a director or consultant; or (ii) the optionee dies
         while in the employ of or while serving as a director of or consultant
         to the Company or an Affiliate, or within not more than three (3)
         months after termination of such relationship, in which case the option
         may, but need not, provide that it may be exercised at any time within
         eighteen (18) months following the death of the optionee by the person
         or persons to whom the optionee's rights under such option passes by
         will or by the laws of descent and distribution; or (iii) such
         termination is due to such person's voluntary retirement in accordance
         with subparagraph (h) below, in which case the option may be exercised
         at any time within the earlier of five (5) years from the date of
         termination of such employment or relationship, as the case may be, or
         the term of the option; or (iv) the option by its terms specifies
         either (a) that it shall terminate sooner than three (3) months after
         termination of the optionee's employment or relationship as a director
         or consultant, or (b) that it may be exercised more than three (3)
         months after

                                       4


         termination of the optionee's employment or relationship with the
         Company or an Affiliate. This subparagraph 5(f) shall not be construed
         to extend the term of any option or to permit anyone to exercise the
         option after expiration of its term, nor shall it be construed to
         increase the number of shares as to which any option is exercisable
         from the amount exercisable on the date of termination of the
         optionee's employment or relationship as a consultant or director.

                  (g) Prior to such time as the Company's shares of common stock
         are first sold to the public in an offering registered pursuant to
         Section 5 of the Securities Act of 1933, as amended ("Initial Public
         Offering"), any shares of stock acquired through the exercise of an
         option shall be subject to a thirty (30) day right of first refusal by
         the Company at the same price and terms as offered by any third party
         pursuant to a bona fide offer, and may not be sold prior to an offer to
         sell to the Company on such terms. Further, shares acquired through
         exercise of an option award shall be subject to the terms and
         conditions of the Amended and Restated Voting and Shareholder Agreement
         dated October 5, 2001, between the Company and its stockholders, as
         amended from time to time (the "Stockholders Agreement").

                  (h) In the event of a participant's termination of employment
         or service as a director, as applicable, by reason of voluntary
         retirement (at or after age sixty-five (65) or after age fifty-five
         with no fewer than five (5) years of service), death, permanent and
         total disability, involuntary termination (other than a termination for
         cause but including any involuntary termination as the result of a
         Change in Control, as addressed below), with respect to such
         participant's Option Award(s), the Committee may in its sole, absolute
         and final discretion elect to vest any or all shares not otherwise
         vested under the terms of the Plan.

         For purposes of this section, a permanent and total disability shall
mean (A) the inability of the optionee to perform substantially all of his or
her duties and responsibilities to the Company by reason of a physical or mental
disability or infirmity (excluding, however, infrequent and temporary absences
due to ordinary illness) (i) for a continuous period of more than ninety (90)
days or (ii) at such time as the optionee submits satisfactory medical evidence
that he or she has a permanent physical or mental disability or infirmity which
will likely prevent him from returning to the performance of his work duties for
more than ninety (90) days, and (B) either the optionee or the Company shall
have given the other at least thirty (30) days prior written notice of intent to
terminate employment. The date of such permanent and total disability shall be
on the last day of such ninety (90) day period or the day on which the optionee
submits such satisfactory medical evidence, as the case might be.

         For purposes of this section, a termination for cause shall mean the
termination of an individual's status as an employee or director of the Company,
as applicable, as the result of (i) fraud or dishonesty in connection with the
business of the Company; (ii) gross negligence in the performance of duties for
the Company; (iii) willful failure in carrying out duties as an employee,
director or consultant; or (iv) arrest and conviction of a felony involving
moral turpitude, whether or not in connection with the business of the Company;
provided that (iii) above shall not apply if the Option Award holder has been
assigned by the Company to duties which are not comparable to such holder's
function and compensation at the Company, or which

                                       5


are non-executive or demeaning assignments, or if the Company has given such
participant demeaning and unreasonable pay cuts.

                  (i) In the event of a Change in Control of the Company, all
         shares subject to all Option Awards shall become one hundred percent
         (100%) vested and shall be converted to cash, options or stock of
         equivalent value in the surviving organization under terms and
         condition which substantially preserve the economic status of the
         Participants, as determined by the Committee. For purposes of this
         paragraph, a Change in Control shall mean:

                           (a) The sale or other disposition of all or
                  substantially all of the assets of the Company in a single
                  transaction or in a series of transactions (including, without
                  limitation, any liquidation or dissolution of the Company);
                  (b) the sale or other disposition of more than fifty percent
                  (50%) of the issued and outstanding voting stock of the
                  Company, in a single transaction or in a series of
                  transactions; or (c) a merger or consolidation of the Company
                  with or into any other entity, if immediately after giving
                  effect to such transaction more than fifty percent (50%) of
                  the issued and outstanding voting stock of the surviving
                  entity of such transaction is held by persons who were not
                  holders (taking into account their individual and affiliated
                  holdings) as of the date of the grant of this Option of at
                  least 20% of the voting stock of the Company. For such
                  purposes, "voting stock" shall mean the capital stock of the
                  Company of any class or classes, the holders of which are
                  ordinarily, in the absence of contingencies, entitled to vote
                  for the election of members of the Board of Directors (or
                  Persons performing similar functions) of the Company.
                  Notwithstanding the foregoing, a "Change in Control" shall not
                  include: (i) any transfer or issuance of stock of the Company
                  to one or more of the Company's lenders (or to any agents or
                  representatives thereof) in exchange for debt of the Company
                  owed to any such lenders; (ii) any transfer of stock of the
                  Company to or by any person or entity, including but not
                  limited to one or more of the Company's lenders (or to any
                  agents or representatives thereof), pursuant to the terms of
                  any pledge of said stock as collateral for any loans or
                  financial accommodations to the Company and/or its
                  subsidiaries; (iii) any transfer or issuance to any person or
                  entity, including but not limited to one or more of the
                  Company's lenders (or to any agents or representatives
                  thereof), in connection with the workout or restructuring of
                  the Company's debts to any one of the Company's lenders,
                  including but not limited to the issuance of new stock in
                  exchange for any equity contribution to the Company in
                  connection with the workout or restructuring of such debt; or
                  (iv) any transfer of stock by a stockholder of the Company
                  which is a partnership or corporation to the partners or
                  stockholders in such stockholder.

                  (j) In the event of an Initial Public Offering of the Company,
         Option Awards shall be convertible to options in shares of the newly
         public company, under terms and conditions which substantially preserve
         the rights and options of the participant. Any resulting registration
         of options or shares shall be effected at Company expense.

                                       6


                  (k) If provided in the Option Award, each Option Award shall
         carry the right to receive any dividend or dividend equivalent on
         vested shares, under such terms and conditions as may be specified in
         the Option Award.

                  (l) Notwithstanding any other provisions of the Plan, any
         vested but unexercised Option Award shares shall be forfeited upon the
         Option Award holder's "Competition" with the Company. For this purpose,
         Competition shall be determined by the Committee, and shall exist if
         the Option Award holder while employed by or consulting for the Company
         and for a period of two (2) years thereafter directly or indirectly (i)
         engages or has a financial interest in, (ii) becomes an officer,
         employee, director, partner, advisor or consultant of or to, (iii) has
         an equity interest in, or (iv) in any way materially assists any
         person, corporation, entity or business whose existing or planned
         products or activities compete in whole or in part with the existing or
         planned products or activities of the Company. The sole fact of
         ownership by an Option Award holder of less than two percent (2%) of
         the stock of a publicly traded company which may have product lines
         which compete with product lines of this Company shall not be treated
         as Competition. Any determination by the Committee under this section
         shall be final and conclusive, unless overruled by the Board.

                  (m) Notwithstanding any other provision of the Plan or any
         Option Award to the contrary, any and all sales of shares to the
         Company or any Affiliate are contingent upon and subject to the terms
         and conditions of any bank loan covenants by the Company or any
         Affiliate.

         6.       COVENANTS OF THE COMPANY.

                  (a) During the terms of any Option Awards granted under the
         Plan, the Company shall keep available at all times the number of
         shares of stock required to satisfy such Option Awards.

                  (b) The Company shall seek to obtain from each regulatory
         commission or agency having jurisdiction over the Plan such authority
         as may be required to issue and sell shares of stock upon grant or
         exercise of Option Awards under the Plan; provided, however, that this
         undertaking shall not require the Company to register under the
         Securities Act of 1933, as amended (the "Securities Act"), either the
         Plan, any Option Award granted under the Plan or any stock issued or
         issuable pursuant to any such Option Awards. If, after reasonable
         efforts, the Company is unable to obtain from any such regulatory
         commission or agency the authority which counsel for the Company deems
         necessary for the lawful issuance and sale of stock under the Plan, the
         Company shall be relieved from any liability for failure to issue and
         sell stock upon exercise of such Option Awards unless and until such
         authority is obtained.

         7.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Option Awards granted under
the Plan shall constitute general funds of the Company.

                                       7


         8.       MISCELLANEOUS.

                  (a) The Committee shall have the power to accelerate the time
         during which a Option Award may be exercised or the time during which
         an option or stock acquired pursuant to a Option Award will vest,
         notwithstanding the provisions in the Option Award stating the time
         during which it may be exercised or the time during which stock
         acquired pursuant thereto will vest.

                  (b) Neither a recipient of a Option Award nor any person to
         whom a Option Award is transferred under subparagraph 5(d) shall be
         deemed to be the holder of, or to have any of the rights of a holder
         with respect to, any shares subject to such Option Award unless and
         until such person has satisfied all requirements for exercise of the
         Option Award pursuant to its terms and is thereby entitled to receive
         shares of stock.

                  (c) Throughout the term of any Option Award granted pursuant
         to the Plan, the Company shall make available to the holder of such
         Option Award, not later than one hundred twenty (120) days after the
         close of each of the Company's fiscal years during the option term,
         upon request, such financial and other information regarding the
         Company as comprises the annual report to the shareholders of the
         Company provided for in the bylaws of the Company.

                  (d) Nothing in the Plan or any instrument executed or Option
         Award granted pursuant thereto shall confer upon any recipient any
         right to continue in the employ of the Company or any Affiliate or to
         limit the Company's right to terminate the employment or consulting
         relationship or directorship of any eligible employee or recipient with
         or without cause. In the event that an Option Award recipient is
         permitted or otherwise entitled to take a leave of absence, the Company
         shall have the unilateral right to (i) determine whether such leave of
         absence will be treated as a termination of employment for purposes of
         his or her Option Award, or (ii) suspend or otherwise delay the time or
         times at which the shares subject to the Option Award would otherwise
         vest.

                  (e) To the extent provided by the terms of any Option Award,
         the recipient may satisfy any federal, state or local tax withholding
         obligation relating to the exercise or receipt of such Option Award by
         any of the following means or by a combination of such means: (1)
         tendering a cash payment; (2) authorizing the Company to withhold from
         the shares of the common stock otherwise issuable to the participant as
         a result of the exercise of receipt of the Option Award cash or a
         number of shares having a fair market value less than or equal to the
         amount of the withholding tax obligation; or (3) delivering to the
         Company owned and unencumbered shares of common stock of the Company
         having a fair market value less than or equal to the amount of the
         withholding tax obligation.

                  (f) In connection with each Option Award made pursuant to the
         Plan, the Company may require as a condition precedent to its
         obligation to issue or transfer shares to an eligible participant, or
         to evidence the removal of any restrictions on transfers or lapse of
         any repurchase right, that such participant make arrangements
         satisfactory to the Company to insure that the amount of any federal or
         other withholding tax required to be

                                       8


         withheld with respect to such sale or transfer, or such removal or
         lapse, is made available to the Company for timely payment of such tax.

                  (g) The Company may, as a condition of transferring any stock
         pursuant to the Plan, require any person who is to acquire such stock
         (1) to give written assurances satisfactory to the Company as to the
         optionee's knowledge and experience in financial and business matters
         and/or to employ a purchaser representative reasonably satisfactory to
         the Company who is knowledgeable and experienced in financial and
         business matters, and that he or she is capable of evaluating, alone or
         together with the purchaser representative, the merits and risks of
         acquiring the stock; and (2) to give written assurances satisfactory to
         the Company stating that such person is acquiring the stock for such
         person's own account and not with any present intention of selling or
         otherwise distributing the stock. These requirements, and any
         assurances given pursuant to such requirements, shall be inoperative if
         (i) the issuance of the shares has been registered under a then
         currently effective registration statement under the Securities Act, or
         (ii) as to any particular requirement, a determination is made by
         counsel for the Company that such requirement need not be met in the
         circumstances under the then applicable securities laws.

         9.       ADJUSTMENTS UPON CHANGES IN STOCK.

                  (a) If any change is made in the stock subject to the Plan, or
         subject to any Option Award granted under the Plan (through merger,
         consolidation, reorganization, recapitalization, stock dividend,
         dividend in property other than cash, stock split, liquidating
         dividend, combination of shares, exchange of shares, change in
         corporate structure or otherwise), the Plan and outstanding Option
         Awards will be appropriately adjusted in the class(es) and maximum
         number of shares subject to the Plan and the class(es) and number of
         shares and price per share of stock subject to outstanding Option
         Awards.

                  (b) In the event of: (1) a merger or consolidation in which
         the Company is not the surviving corporation, or (2) a reverse merger
         in which the Company is the surviving corporation but the shares of the
         Company's common stock outstanding immediately preceding the merger are
         converted by virtue of the merger into other property, whether in the
         form of securities, cash or otherwise, then to the extent permitted by
         applicable law: (i) any surviving corporation shall assume any Option
         Awards outstanding under the Plan or shall substitute similar rights
         for those outstanding under the Plan, or (ii) such Option Awards shall
         continue in full force and effect. In the event any surviving
         corporation refuses to assume or continue such Option Awards, or to
         substitute similar Option Awards for those outstanding under the Plan,
         then, with respect to Option Awards held by persons then performing
         services as employees or as consultants or directors for the Company,
         as the case may be, the time during which such Option Awards shall vest
         shall be accelerated and the Option Awards terminated if not exercised
         prior to such event. In the event of a dissolution or liquidation of
         the Company, any options outstanding under the Plan shall terminate if
         not exercised prior to such event.

                                       9


         10.      AMENDMENT OF THE PLAN.

                  (a) The Committee at any time, and from time to time, may
         amend the Plan, subject to and within limitations of any resolutions
         approved by the Board of Directors. However, except as provided in
         paragraph 9 relating to adjustments upon changes in stock, no amendment
         shall be effective unless approved by the shareholders of the Company
         within twelve (12) months before or after the adoption of the
         amendment, where the amendment will increase the number of shares
         reserved for issuance under the Plan.

                  (b) With a view to making available the benefits provided by
         Section 422 of the Code, if deemed desirable by the Board, the Board in
         its discretion shall determine at the time of each amendment of the
         Plan whether or not to submit such amendment to the shareholders of the
         Company for approval.

                  (c) Rights and obligations under any Option Award granted
         before amendment of the Plan shall not be altered or impaired by any
         amendment of the Plan unless (i) the Company requests the consent of
         the person to whom the Option Award was granted and (ii) such person
         consents in writing.

         11.      TERMINATION OR SUSPENSION OF THE PLAN.

                  (a) The Committee may suspend or terminate the Plan at any
         time. Unless sooner terminated, the Plan shall terminate ten (10) years
         from the date the Plan is adopted by the Board or approved by the
         shareholders of the Company, whichever is earlier. Upon termination of
         the Plan, all Option Awards shall become fully vested. No Option Awards
         may be granted under the Plan while the Plan is suspended or after it
         is terminated.

                  (b) Rights and obligations under any Option Award granted
         while the Plan is in effect shall not be altered or impaired by
         suspension or termination of the Plan, except with the consent of the
         person to whom the Option Award was granted.

         12.      EFFECTIVE DATE OF PLAN.

         The Plan shall become effective as of August 28, 2002, but no Option
Award granted under the Plan shall be exercised and no stock shall otherwise be
issued under the Plan unless and until the Plan has been approved by the
shareholders of the Company.

                                       10


         IN WITNESS WHEREOF, the authorized officer of the Company has executed
this Plan on this 28th day of August, 2002.

                                            GTx, Inc.

                                            By:     /s/ Henry P. Doggrell
                                                   _____________________________
                                            Title: General Counsel and Secretary
                                                   _____________________________

                                       11

                                                                    EXHIBIT 10.8

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of October 1, 2003 (the "Effective Date") by and between GTx, INC., located
at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the "Employer"), and
MITCHELL S. STEINER, M.D. (the "Employee"), residing at 8894 Silver Bark Drive,
Germantown, Tennessee 38183.

         WHEREAS, the Employer desires to retain the services of Employee as
Chief Executive Officer; and

         WHEREAS, the Employer and the Employee desire to enter into this
Agreement to set forth terms and conditions of the employment relationship
between the Employer and the Employee; and

         WHEREAS, during the course of Employee's employment with the Employer,
the Employer will train and continue to train Employee and to impart to Employee
proprietary, confidential, and/or trade secret information, data and/or
materials of the Employer; and

         WHEREAS, the Employer has a vital interest in maintaining its
confidential information and trade secrets, as well as rights to inventions,
since doing so allows the Employer to compete fairly and enhances the value of
the Employer to shareholders and job security for employees; and

         WHEREAS, the Employer desires to procure the services of Employee and
Employee is willing to be employed and continue to be employed with the Employer
upon the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the employment and continued employment of Employee
in accordance with the terms and conditions of this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree and covenant as
follows:

         1.       DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1.

         "AGREEMENT" has the meaning set forth in first paragraph of this
Agreement.

         "BASIC COMPENSATION" means Salary and Benefits.

         "BENEFITS" means as defined in Section 3.1(b).

         "BOARD OF DIRECTORS" means the Board of Directors of the Employer.

                                       1


         "CHANGE OF CONTROL" means any of the following events: (a) the sale or
other disposition of all or substantially all of the assets of Employer in a
single transaction or in a series of transactions (including, without
limitation, any liquidation or dissolution of Employer); (b) any Person or group
becomes the beneficial owner, directly, or indirectly, of securities of the
Employer representing more than fifty percent (50%) of the combined voting power
of the Employer's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. For such purposes, "voting stock" shall
mean the capital stock of Employer of any class or classes, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of members of the Board of Directors (or Persons performing similar
functions) of Employer; or (c) a merger or consolidation of Employer with or
into any other entity, if immediately after giving effect to such transaction
more than fifty percent (50%) of the issued and outstanding voting stock of the
surviving entity of such transaction is held by persons who were not holders
(taking into account their individual and affiliated holdings) as of the
Effective Date of at least twenty percent (20%) of the voting stock of Employer.
A Change of Control shall not include: (1) any transfer or issuance of stock of
Employer to one or more of Employer's lenders (or to any agents or
representatives thereof) in exchange for debt of Employer owed to any such
lenders; (2) any transfer of stock of Employer to or by any person or entity,
including but not limited to one or more of the Employer's lenders (or to any
agents or representatives thereof), pursuant to the terms of any pledge of said
stock as collateral for any loans or financial accommodations to Employer and/or
its subsidiaries; (3) any transfer or issuance to any person or entity,
including but not limited to one or more of Employer's lenders (or to any agents
or representatives thereof), in connection with the workout or restructuring of
Employer's debts to any one of Employer's lenders, including but not limited to
the issuance of new stock in exchange for any equity contribution to Employer in
connection with the workout or restructuring of such debt; (4) any transfer of
stock by a stockholder of Employer which is a partnership or corporation to the
partners or stockholders in such stockholder or any transfer of stock by a
stockholder of Employer to an entity affiliated with such stockholder or the
immediate family of such stockholder or a trust or similar entity for the
benefit of such family members; or (5) any transfer or issuance of stock in
connection with an offering of the Employer's stock in a registered public
transaction not involving a transaction described in Rule 145, promulgated under
the Securities Act of 1933, as amended, provided that the Employer's officers
and Board of Directors shall not materially change as a result thereof.

         "CHANGE OF CONTROL TERMINATION" means (i) a Termination Without Cause
of the Employee's employment by the Employer within six (6) months after a
Change of Control or (ii) the Employee's resignation for Good Reason within six
(6) months after a Change of Control.

         "COMPETING BUSINESS" means any individual or entity, other than the
Employer, that is engaging in, or proposes to engage in, the development,
manufacture, distribution or sale of a Competing Product in North America,
Europe, Japan, China, Taiwan or South Korea; provided however, that (i) an
entity that develops, manufactures, distributes or sells a Competing Product in
a separate business unit than the business unit in which Employee is then
employed shall not be deemed a Competing Business unless Employee provides
Confidential Information and/or Proprietary Information to the business unit
that is engaging in or proposes to engage in the development, manufacture,
distribution or sale of a Competing Product; and (ii) nothing in this Agreement
shall prevent Employee from conducting research for non-commercial purposes
utilizing institutional or governmental grant funds in areas relating to any
Competing Product as

                                       2


long as such research is not in areas that are protected or intended to be
protected by patents of Employer.

         "COMPETING PRODUCT" means any pharmaceutical or other compound,
composition, formulation, method, process, product or material that is
competitive with any product of Employer under development, manufacture,
distribution or commercialization at any time from and after the Effective Date
through the date of termination of Employee's employment, including, without
limitation, small molecules that target androgen receptors, estrogen receptors
or other hormone receptors for purposes of treating, diagnosing, or imaging
humans in health and disease, and selective cytopathic viruses, such as
vesicular stomatitus virus (rhabdoviridae), that target and destroy selected
cells.

         "CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION" means any and
all:

         (a)  information disclosed to Employee or known by Employee as a
consequence of, or through, Employee's employment with the Employer since his
date of employment in September 1997 (including information conceived,
originated, discovered, or developed in whole or in part by Employee), not
generally known in the relevant trade or industry, about the Employer's
business, products, processes, and services; and trade secrets concerning the
business and affairs of the Employer, product specifications, data, know-how,
formulae, compositions, research, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned manufacturing or distribution
methods and processes, customer lists, current and anticipated customer
requirements, price lists, market studies, business plans, computer software and
programs (including object code and source code), computer software and database
technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information); and any other
information, however documented, that is a trade secret within the meaning of
Tenn. Code Section 39-14-138; and

         (b)  information concerning the business and affairs of the Employer
(which includes historical financial statements, financial projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and backgrounds of key personnel, personnel training and techniques and
materials), however documented; and

         (c)  intellectual property, inventions, methods, processes, techniques,
computer programs, devices, products, services, compounds, gene therapy
products, pharmaceuticals, substances, vectors, enzymes, genes, concepts,
discoveries, improvements, and designs, whether or not patenable in the United
States or foreign countries, any trade secrets, information, procedures,
technologies, data, results, conclusions, know-how or show-how and business
information; and

         (d)  notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer containing or based, in whole or in
part, on any information included in the foregoing.

         "EFFECTIVE DATE" means the date stated in the first paragraph of the
Agreement.

                                       3


         "EMPLOYEE" has the meaning stated in the first paragraph of this
Agreement.

         "EMPLOYEE INVENTION" means any idea, invention, technique,
modification, process, improvement (whether patentable or not), industrial
design (whether registerable or not), work of authorship (whether or not
copyright protection may be obtained for it), design, copyrightable work,
discovery, trademark, copyright, trade secret, formula, device, method,
compound, gene, prodrug, pharmaceutical, structure, product concept, marketing
plan, strategy, customer list, technique, blueprint, sketch, record, note,
drawing, know-how, data, patent application, continuation application,
continuation-in-part application, file wrapper continuation application or
divisional application, created, conceived, or developed by the Employee, either
solely or in conjunction with others, during the Employee's employment, or a
period that includes a portion of the Employee's employment, that relates in any
way to, or is useful in any manner in, the business then being conducted or
proposed to be conducted by the Employer, and any such item created by the
Employee, either solely or in conjunction with others, following termination of
the Employee's employment with the Employer, that is based upon or uses
Confidential Information and/or Proprietary Information.

         "EMPLOYER" means GTx, Inc., its successors and assigns, and any of its
current or future subsidiaries, or organizations controlled by, controlling, or
under common control with it.

         "GOOD REASON" means any of the following:

              (a)   following a Change of Control, a change in the Employee's
status, position or responsibilities (including reporting responsibilities)
which, without Employee's consent, represents a reduction in or demotion of the
Employee's status, position or responsibilities as in effect immediately prior
to a Change of Control or the assignment to the Employee of any duties or
responsibilities which are inconsistent with such status, position or
responsibilities;

              (b)   following a Change of Control, a reduction in the Salary in
effect immediately prior to the Change of Control or modifying, suspending,
discontinuing, or terminating any Benefit in a manner which materially and
adversely affects Employee;

              (c)   following a Change of Control, the relocation of the
Employer's principal Employee offices to a location outside a thirty-mile radius
of Memphis, Tennessee or the Employer's requiring the Employee to be based at
any place other than a location within a thirty-mile radius of Memphis,
Tennessee, except for reasonably required travel on the Employer's business; or

              (d)   following a Change of Control, the failure of the Employer
to obtain an agreement reasonably satisfactory to Employee from any successor or
assign of the Employer to assume and agree to perform this Agreement.

         "PERSON" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

                                       4


         "PROPRIETARY ITEMS" means any Proprietary and/or Confidential
Information embodied in any document, record, recording, electronic media,
formulae, notebook, plan, model, component, device, or computer software or
code, whether embodied in a disk or in any other form.

         "SALARY" means as defined in Section 3.1(a).

         "TERMINATION WITH CAUSE" means the termination of the Employee's
employment by act of the Board for any of the following reasons:

              (a)   the Employee's conviction for a felony;

              (b)   the Employee's theft, embezzlement, misappropriation of or
intentional infliction of material damage to the Employer's property or business
opportunities;

              (c)   the Employee's breach of the provisions contained in Section
7 or Section 8 of this Agreement; or

              (d)   the Employee's ongoing willful neglect of or failure to
perform his duties hereunder or his ongoing willful failure or refusal to follow
any reasonable, unambiguous duly adopted written direction of the Board of
Directors that is not inconsistent with the description of the Employee's duties
set forth in Section 2.3, if such willful neglect or failure is materially
damaging or materially detrimental to the business and operations of the
Employer; provided that Employee shall have received written notice of such
failure and shall have continued to engage in such failure after 30 days
following receipt of such notice from the Board of Directors, which notice
specifically identifies the manner in which the Board of Directors believes that
Employee has engaged in such failure. For purposes of this subsection, no act,
or failure to act, shall be deemed "willful" unless done, or omitted to be done,
by Employee not in good faith, and without reasonable belief that such action or
omission was in the best interest of the Employer.

         "TERMINATION WITHOUT CAUSE" means the termination of the Employee's
employment by the Employer for any reason other than Termination With Cause, or
termination by the Employer due to Employee's death or disability.

         2.       EMPLOYMENT TERMS AND DUTIES

                  2.1      Employment

                  The Employer hereby employs the Employee, and the Employee
hereby accepts employment by the Employer, upon the terms and conditions set
forth in this Agreement.

                  2.2      Term

                  Either the Employee or the Employer may terminate this
Agreement and the Employee's employment and compensation with or without cause
or notice, at any time, at either the Employer's or the Employee's option. No
company officer or manager has the authority to enter into any other agreement
for employment for a specified period of time, or to modify or to

                                       5


make any agreement contrary to the foregoing, except by written amendment to
this Agreement, dated and signed by the President of the Employer.

                  2.3      Duties

                  The Employee will have such duties as are assigned or
delegated to the Employee by the Board of Directors and will initially serve as
Chief Executive Officer for the Employer. The Employee will devote his full
time, attention, skill and energy to the business of the Employer, will use his
best efforts to promote the success of the Employer's business, and will
cooperate fully with the Board of Directors in the advancement of the best
interest of the Employer. Employee agrees to abide by all bylaws, policies,
practices, procedures or rules of Employer. Employee may be reassigned or
transferred to another management position, as designated by the Board of
Directors, which may or may not provide the same level of responsibility as the
initial assignment, in accordance with the terms and conditions of this
Agreement.

         3.       COMPENSATION

                  3.1      Basic Compensation

                           (a)      Salary. The Employee will be paid on the
         15th and 30th day of each month a bi-weekly salary of $10,000 (the
         "Salary"), which is the equivalent of $240,000 per year. Employee's
         Salary may be adjusted from time to time by agreement of the Employee
         and the Board of Directors.

                           (b)      Benefits. The Employee will, during his
         employment, be permitted to participate in such life insurance,
         hospitalization, major medical, short term disability, long term
         disability, 401K plan and other employee benefit plans of the Employer
         that may be in effect from time to time, to the extent the Employee is
         eligible under the terms of those plans (collectively, the "Benefits").

                           (c)      The Employer may withhold from any salary or
         benefits payable to Employee all federal, state, local, and other taxes
         and other amounts as permitted or required pursuant to law, rules or
         regulations.

         4.       FACILITIES AND EXPENSES

                  4.1      General

                  The Employer will furnish the Employee office space,
equipment, supplies, and such other facilities and personnel as the Employer
deems necessary or appropriate for the performance of the Employee's duties
under this Agreement. The Employer will pay the Employee's dues in such
professional societies and organizations as the Board of Directors deems
appropriate, and will pay on behalf of the Employee (or reimburse the Employee
for) reasonable expenses incurred by the Employee at the request of, or on
behalf of, the Employer in the performance of the Employee's duties pursuant to
this Agreement, and in accordance with the Employer's employment policies,
including reasonable expenses incurred by the Employee in attending conventions,
seminars, and other business meetings, in appropriate business

                                       6


entertainment activities, and for promotional expenses. The Employee must file
expense reports with respect to such expenses in accordance with the Employer's
policies.

         5.       VACATIONS AND HOLIDAYS

         The Employee will be entitled to three (3) weeks paid vacation each
year in accordance with the vacation policies of the Employer in effect from
time to time. Vacation must be taken by the Employee at such time or times as
approved by the Board of Directors or President. The Employee will also be
entitled to the paid holidays set forth in the Employer's policies. Vacation
days and holidays during any year that are not used by the Employee during such
year may not be used in any subsequent year.

         6.       TERMINATION

                  6.1      Events of Termination

                  Either the Employee or Employer may terminate this Employment
Agreement (with the exception of the provisions of Section 7 and 8 which shall
survive termination of this Agreement) and Basic Compensation with or without
cause or notice, at any time at either the Employee's or the Employer's option.

                  6.2      The employment of Employee shall terminate on the
date of the Employee's death, in which event Employee's Basic Compensation,
owing to Employee through the date of Employee's death shall be paid to his
estate. Employee's estate will not be entitled to any other compensation under
this Agreement.

                  6.3      The Employer shall be released from any and all
further obligations under this Agreement, except the Employer shall be obligated
to pay Employee his Basic Compensation owing to Employee through the day on
which Employee's employment is terminated and as provided in Section 6.4, if
applicable. Employee's obligation under Sections 7 and 8 shall continue pursuant
to the terms and conditions of this Agreement.

                  6.4      As additional consideration for the covenants in
Section 7 and Section 8, in the event of a Change of Control Termination,
Employee shall receive the equivalent of his bi-weekly Salary at the time of his
termination of Employment for a period of one (1) year from the date of
termination payable in accordance with Employer's then current payroll policies
and procedures, less deductions required by law; provided that if Employee shall
terminate his employment on account of a reduction in his Salary or Benefits, as
provided in paragraph (b) of the definition of "Good Reason", then Employee
shall be entitled to receive hereunder the equivalent Salary he was making prior
to such reduction.

         7.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

                  7.1      Acknowledgements by the Employee

                  The Employee acknowledges and agrees that (a) during the
course of his employment and as a part of his employment, the Employee will be
afforded access to Confidential Information and/or Proprietary Information; (b)
public disclosure of such

                                       7


Confidential Information and/or Proprietary Information could have an adverse
effect on the Employer and its business; (c) because the Employee possesses
substantial technical expertise and skill with respect to the Employer's
business, the Employer desires to obtain exclusive ownership of each Employee
Invention, and the Employer will be at a substantial competitive disadvantage if
it fails to acquire exclusive ownership of each Employee Invention; and (d) the
provisions of this Section 7 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information and/or Proprietary
Information and to provide the Employer with exclusive ownership of all Employee
Inventions.

                  7.2      Agreements of the Employee

                  In consideration of the compensation and benefits to be paid
or provided to the Employee by the Employer under this Agreement and otherwise,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Employee covenants and agrees as follows:

                           (a)      Confidentiality.

                                    (i)      That all of such Confidential
                  Information and/or Proprietary Information is a unique asset
                  of the business of Employer, the disclosure of which would be
                  damaging to Employer.

                                    (ii)     That the Employee will not at any
                  time, whether during or after termination or cessation of the
                  Employee's employment, except as authorized by Employer and
                  for its benefit, use, divulge or disclose (or enable anyone
                  else to use, divulge or disclose) to any person, association
                  or entity any Confidential Information and/or Proprietary
                  Information which the Employee presently possesses or which
                  the Employee may obtain during the course of the Employee's
                  employment with respect to the business, finances, customers
                  or affairs of Employer or trade secrets, developments, methods
                  or other information and data pertaining to the Employer's
                  business. The Employee shall keep strictly confidential all
                  matters and information entrusted to the Employee and shall
                  not use or attempt to use any such Confidential Information
                  and/or Proprietary Information in any manner which may injure
                  or cause loss or may be calculated to injure or cause loss,
                  whether directly or indirectly, to Employer.

                                    (iii)    That during the course of this
                  Agreement or at any time after termination, Employee will keep
                  in strictest confidence and will not disclose or make
                  accessible to any other person without the prior written
                  consent of Employer, the Confidential Information and/or
                  Proprietary Information; Employee agrees: (a) not to use any
                  such Confidential Information and/or Proprietary Information
                  for himself or others; and (b) not to take any such material
                  or reproductions thereof from the Employer's facilities at any
                  time during his employment except, in each case, as required
                  in connection with the Employee's duties to the Employer.

                                       8


                                    (iv)     Employee agrees to hold in
                  confidence, and not to distribute or disseminate to any person
                  or entity for any reason, any Confidential Information and/or
                  Proprietary Information of Employer under this Agreement, or
                  information relating to experiments or results obtained based
                  on the duties of Employee, except for information which: (a)
                  is in or which becomes a part of the public domain not as a
                  result of a breach of this Agreement, (b) information lawfully
                  received from a third party who had the right to disclose such
                  information or (c) is required by legal process before a court
                  of proper jurisdiction (by oral questions, deposition,
                  interrogatories, requests for information or documents,
                  subpoena, civil investigative domain or other similar process)
                  to disclose all or any part of any Confidential Information
                  and/or Proprietary Information, provided that Employee will
                  provide Employer with prompt notice of such request or
                  requirement, as well as notice of the terms and circumstances
                  surrounding such request or requirements, so that Employer may
                  seek an appropriate protective order or waive compliance with
                  the provisions of this Agreement. In such case, the parties
                  will consult with each other on the advisability of pursuing
                  any such order or other legal action or available step to
                  resist or narrow such request or requirement. If, failing the
                  entry of a protective order or the receipt of a waiver
                  hereunder, Employee is, in the opinion of counsel reasonably
                  acceptable to Employer, legally compelled to disclose
                  Confidential Information and/or Proprietary Information.
                  Employee may disclose that portion of such information which
                  counsel advises to obtain and will not oppose action by
                  Employer to disclose, an appropriate protective order or other
                  reliable assurance that confidential treatment will be
                  accorded the disclosure of such information.

                                    (v)      Upon written notice by Employer,
                  Employee shall promptly redeliver to Employer, or, if
                  requested by Employer, promptly destroy all written
                  Confidential Information and/or Proprietary Information and
                  any other written material containing any information included
                  in the Confidential Information and/or Proprietary Information
                  (whether prepared by Employer, Employee, or a third party),
                  and will not retain any copies, extracts or other
                  reproductions in whole or in part of such written Confidential
                  Information and/or Proprietary Information (and upon request
                  certify such redelivery of destruction to Employer in a
                  written instrument reasonably acceptable to Employer and its
                  counsel).

                                    (vi)     This Agreement and the terms and
                  conditions recited herein are confidential and non-public,
                  except as may be expressly permitted by the Employer. The
                  Employee agrees not to disclose the contents of this Agreement
                  to any person or entity, including, but not limited to the
                  press, other media, any public body, or any competitor of
                  Employer, except to the Employee's legal counsel or as may be
                  required by law.

                                    (vii)    Any trade secrets of the Employer
                  will be entitled to all of the protections and benefits of
                  State of Tennessee law and any other applicable law. If any
                  information that the Employer deems to be a trade secret is
                  found by a court of competent jurisdiction not be to a trade
                  secret for purposes of this

                                       9


                  Agreement, such information will, nevertheless, be considered
                  Confidential Information and/or Proprietary Information for
                  purposes of this Agreement. The Employee hereby waives any
                  requirement that the Employer submits proof of the economic
                  value of any trade secret or post a bond or other security.

                                    (viii)   None of the foregoing obligations
                  and restrictions applies to any part of the Confidential
                  Information and/or Proprietary Information that the Employee
                  demonstrates was or became generally available to the public
                  other than as a result of a disclosure by the Employee.

                                    (ix)     The Employee will not remove from
                  the Employer's premises (except to the extent such removal is
                  for purposes of the performance of the Employee's duties at
                  home or while traveling, or except as otherwise specifically
                  authorized by the Employer) any Proprietary Items. The
                  Employee recognizes that, as between the Employer and the
                  Employee, all of the Proprietary Items, whether or not
                  developed by the Employee, are the exclusive property of the
                  Employer. Upon termination of this Agreement by either party,
                  or upon the request of the Employer during the employment of
                  Employee, the Employee will return to the Employer all of the
                  Proprietary Items in the Employee's possession or subject to
                  the Employee's control, and the Employee shall not retain any
                  copies, abstracts, sketches, or other physical or electronic
                  embodiment of any of the Proprietary Items.

                           (b)      Employee Inventions.

                           (i)      Each Employee Invention will belong
                  exclusively to the Employer. Employee agrees that Employer
                  shall have sole and exclusive ownership rights in any
                  conception, invention, trade secrets, information, ideas,
                  improvement, substance, know-how, whether or not patentable,
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies of Employer. Any resulting or derivative rights,
                  including patent rights, shall become the exclusive property
                  of Employer and Employer shall be entitled to the entire
                  right, title and interest with respect hereto. Employee
                  agrees, without additional compensation, to convey, assign the
                  entire right, title, and interest in and to any inventions for
                  the United States and all foreign jurisdictions to Employer
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies.

                           (ii)     Employer shall retain the entire right,
                  title and interest in and to any and all Confidential
                  Information and/or Proprietary Information provided by
                  Employer to Employee and to any methods, compounds,
                  improvements, substances, and compositions using or
                  incorporating such Confidential Information and/or Proprietary
                  Information.

                                       10


                           (iii)    Employee agrees that Confidential
                  Information and/or Proprietary Information provided to the
                  Employee by Employer shall be used for work purposes only and
                  shall not be used for any other uses, studies, experiments or
                  tests.

                           (iv)     Employee agrees that he will promptly
                  disclose to Employer, or any persons designated by Employer,
                  all Employee Inventions, made or conceived or reduced to
                  practice or learned by him, either alone or jointly with
                  others, during the employment of the Employee. The Employee
                  further agrees to assist Employer in every proper way (but at
                  Employer's expense) to obtain and from time to time enforce
                  patents, copyrights or other rights on Employee Inventions in
                  any and all countries, and to that end Employee will execute
                  all documents necessary: (a) to apply for, obtain and vest in
                  the name of Employer alone (unless Employer otherwise directs)
                  letters patent, copyrights or other analogues protection in
                  any country throughout the world and when so obtained or
                  vested to renew and restore the same; and (b) to defend
                  (including the giving of testimony and rendering any other
                  assistance) any opposition proceedings in respect of such
                  applications and any opposition proceedings or petitions or
                  applications for revocation of such letters patent, copyright
                  or other analogous protection. Employee's obligation to assist
                  Employer in obtaining and enforcing patents and copyrights for
                  Employee Inventions in any and all countries shall continue
                  beyond and after the termination of Employee.

                           (v)      Any copyrightable work whether published or
                  unpublished created by Employee in connection with or during
                  the performance of services below shall be considered a work
                  made for hire, to the fullest extent permitted by law and all
                  right, title and interest therein, including the worldwide
                  copyrights, shall be the property of Employer as the employer
                  and party specially commissioning such work. In the event that
                  any such copyrightable work or portion thereof shall not be
                  legally qualified as a work made for hire, or shall
                  subsequently be so held, Employee agrees to properly convey to
                  Employer, without additional compensation, the entire right,
                  title and interest in and to such work or portion thereof,
                  including but not limited to the worldwide copyrights,
                  extensions of such copyrights, and renewal copyrights therein,
                  and further including all rights to reproduce the copyrighted
                  work in copies or phonorecords, to prepare derivative works
                  based on the copyrighted work, to distribute copies of the
                  copyrighted work, to perform the copyrighted work publicly, to
                  display the copyrighted work publicly, and to register the
                  claim of copyright therein and to execute any and all
                  documents with respect hereto.

                           (vi)     Employee may not publish or disclose any
                  Confidential Information and/or Proprietary Information
                  relating to, arising from, derivative of, or as a result of
                  his employment pursuant to this Agreement including but not
                  limited to: information, improvements, results, experiments,
                  data, or methods, that makes reference to any of the
                  Confidential Information and/or Proprietary Information. Any
                  work performed under, or arising from, or a result of his

                                       11


                  employment with Employer shall not be published or disclosed
                  in written, electronic, or oral form without the express
                  written permission of Employer.

                  7.3      Disputes or Controversies

                  The Employee recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy
of Confidential Information and/or Proprietary Information may be jeopardized.
All pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy and will be available for inspection
by the Employer, the Employee, and their respective attorneys and experts, who
will agree, in advance and in writing, to receive and maintain all such
information in secrecy, except as may be limited by them in writing.

         8.       NON-COMPETITION

                  8.1      Acknowledgments by the Employee

                  Except for circumstance involving a Change of Control as
described in Section 8.4 below, Employee understands and recognizes that the
Employee's services provided to Employer are special, unique, unusual,
extraordinary and intellectual in character, and Employee agrees that, during
the employment of Employee and for a period of two (2) years from the date of
termination of the Employee's employment with Employer, he will not in any
manner, directly or indirectly, on behalf of himself or any Person, firm,
partnership, joint venture, corporation or other business entity, engage or
invest in, own, manage, operate, finance, control or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Employee's name or
similar name to, lend Employee's credit to or render services or advice to,
enter into or engage in any Competing Business; provided, however, that Employee
may purchase or otherwise acquire up to (but not more than) one percent of any
class of securities of any enterprise (but without otherwise participating in
the activities of such enterprise) if such securities are listed on any national
or regional securities exchange or have been registered under Section 12(g) of
the Securities Exchange Act of 1934.

                  8.2      Except for circumstances involving a Change of
Control as described in Section 8.4 below, in consideration of the
acknowledgements by the Employee, and in consideration of the compensation and
benefits to be paid or provided to the Employee by the Employer, the Employee
covenants that he will not, directly or indirectly, whether for the Employee's
own account or the account of any other person (i) at any time during the
employment of Employee and for a period of two (2) years from the termination of
the Employee's employment with Employer, solicit, employ, or otherwise engage as
an employee, independent contractor, or otherwise, any person who is or was an
employee of the Employer at any time during the Employee's employment with
Employer or in any manner induce or attempt to induce any employee of the
Employer to terminate his employment with the Employer; or (ii) at any time
during the employment of Employee with Employer and for two (2) years from the
termination of Employee's employment with Employer, interfere with the
Employer's

                                       12


relationship with any person, including any person who at any time during the
Employee's employment with Employer was an employee, contractor, supplier, or
customer of the Employer.

                  8.3      In further consideration of these premises, Employee
agrees that he will not at any time during or after Employee's employment with
Employer, disparage the Employer or any of its shareholders, directors,
officers, employees, or agents.

                  8.4      Change of Control. In the event of a Change of
Control Termination, Employee's obligations under Sections 8.1 and 8.2 above
shall expire one (1) year from the date of termination of his employment with
Employer (or any entity acquiring Employer as a result of a Change of Control).

                  8.5      If any covenant in Section 8 is held to be
unreasonable, arbitrary, or against public policy, such covenant will be
considered to be divisible with respect to scope, time, and geographic area, and
such lesser scope, time, or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not
against public policy, will be effective, binding, and enforceable against the
Employee.

                  The period of time applicable to any covenant in Section 8
will be extended by the duration of any violation by the Employee of such
covenant.

                  The Employee will, while the covenants under Section 8 are in
effect, give notice to the Employer, within ten days after accepting any other
employment, of the identity of the Employee's employer. The Employer may notify
such employer that the Employee is bound by this Agreement and, at the
Employer's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.

         9.       GENERAL PROVISIONS

                  9.1      Injunctive Relief and Additional Remedy

                  The Employee acknowledges that the injury that would be
suffered by the Employer as a result of a breach of the provisions of this
Agreement (including any provision of Sections 7 and 8) would be irreparable and
that an award of monetary damages to the Employer for such a breach would be an
inadequate remedy. Consequently, the Employer will have the right, in addition
to any other rights it may have, to obtain injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any provision
of this Agreement, and the Employer will not be obligated to post bond or other
security in seeking such relief. Without limiting the Employer's rights under
this Section 9 or any other remedies of the Employer, if the Employee breaches
any of the provisions of Section 7 or 8, the Employer will have the right to
cease making any payments otherwise due to the Employee under this Agreement.

                  9.2      Covenants of Sections 7 and 8 are Essential and
Independent Covenants

                  The covenants by the Employee in Sections 7 and 8 are
essential elements of this Agreement, and without the Employee's agreement to
comply with such covenants the Employer

                                       13


would not have entered into this Agreement or employed or continued the
employment of the Employee. The Employer and the Employee have independently
consulted their respective counsel and have been advised in all respects
concerning the reasonableness and propriety of such covenants, with specific
regard to the nature of the business conducted by the Employer.

                  The Employee's covenants in Sections 7 and 8 are independent
covenants and the existence of any claim by the Employee against the Employer
under this Agreement or otherwise will not excuse the Employee's breach of any
covenant in Section 7 or 8.

                  If the Employee's employment hereunder is terminated by either
party, this Agreement will continue in full force and effect as is necessary or
appropriate to enforce the covenants and agreements of the Employee in Sections
7 and 8.

                  9.3      Representations and Warranties by the Employee

                  The Employee represents and warrants to the Employer that the
execution and delivery by the Employee of this Agreement do not, and the
performance by the Employee of the Employee's obligations hereunder will not,
with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Employee; or (b) conflict with, result in
the breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.

                  9.4      Waiver

                  The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

                  9.5      Binding Effect; Delegation of Duties Prohibited

                  This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives, including any entity with which the Employer
may merge or consolidate or to which all or substantially all of its assets may
be transferred. The duties and covenants of the Employee under this Agreement,
being personal, may not be delegated.

                                       14


                  9.6      Notices

                  All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

         If to Employer:            GTx, Inc
                                    3 N. Dunlap Ave, 3rd Floor
                                    Memphis, Tennessee 38163
                                    Attention: General Counsel
                                    Facsimile No.: 901-523-9772

         If to the Employee:        Mitchell S. Steiner
                                    8894 Silver Bark Drive
                                    Germantown, Tennessee 38183
                                    Facsimile No.:

         Employee shall notify Employer in writing of any change of his address.
Otherwise, Employer shall send all notices to Employee's address herein.

                  9.7      Entire Agreement; Amendments

                  This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be amended orally,
but only by an agreement in writing signed by the parties hereto.

                  9.8      Governing Law

                  This Agreement will be governed by the laws of the State of
Tennessee without regard to conflicts of laws principles.

                  9.9      Jurisdiction

                  Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement shall be brought against
either of the parties in the courts of the State of Tennessee, County of Shelby,
or, if it has or can acquire jurisdiction, in the United States District Court
for the Western District of Tennessee, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

                                       15


                  9.10     Section Headings, Construction

                  The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

                  9.11     Severability

                  If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

                  9.12     Counterparts

                  This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.

                  9.13     Waiver of Jury Trial

                  THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT, OR ARISING OUT OF OR CONCERNING EMPLOYEE'S
EMPLOYMENT WITH EMPLOYER OR TERMINATION THEREOF.

                  9.14     Prior Employment and Confidentiality Agreements.

                  Employer and Employee acknowledge that Employee has previously
executed a Confidentiality and Non-Disclosure Agreement dated August 6, 2001
(the "Prior CDA"), a copy of which is attached hereto as Schedule 1. The
Employer and Employee agree that the provisions of this agreement amend and
supercede the Prior CDA, which shall be of no further force and effect.

                                       16


         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.

                                       MITCHELL S. STEINER, M.D.

                                       /s/ Mitchell S. Steiner, M.D.
                                       _________________________________________

                                       GTx, INC.

                                       By:   /s/ Marc S. Hanover
                                             ___________________________________
                                       Name:     Marc S. Hanover
                                             ___________________________________
                                       Title:    President/COO
                                             ___________________________________
                                       17

                                                                    EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of October 1, 2003 (the "Effective Date") by and between GTx, INC., located
at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the "Employer"), and
MARC S. HANOVER (the "Employee"), residing at 5597 St. Joseph Fairway, Memphis,
Tennessee 38120.

         WHEREAS, the Employer desires to retain the services of Employee as
President; and

         WHEREAS, the Employer and the Employee desire to enter into this
Agreement to set forth terms and conditions of the employment relationship
between the Employer and the Employee; and

         WHEREAS, during the course of Employee's employment with the Employer,
the Employer will train and continue to train Employee and to impart to Employee
proprietary, confidential, and/or trade secret information, data and/or
materials of the Employer; and

         WHEREAS, the Employer has a vital interest in maintaining its
confidential information and trade secrets, as well as rights to inventions,
since doing so allows the Employer to compete fairly and enhances the value of
the Employer to shareholders and job security for employees; and

         WHEREAS, the Employer desires to procure the services of Employee and
Employee is willing to be employed and continue to be employed with the Employer
upon the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the employment and continued employment of Employee
in accordance with the terms and conditions of this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree and covenant as
follows:

         1.       DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1.

         "AGREEMENT" has the meaning set forth in first paragraph of this
Agreement.

         "BASIC COMPENSATION" means Salary and Benefits.

         "BENEFITS" means as defined in Section 3.1(b).

         "BOARD OF DIRECTORS" means the Board of Directors of the Employer.

         "CEO" has the meaning set forth in Section 2.2.

                                        1



         "CHANGE OF CONTROL" means any of the following events: (a) the sale or
other disposition of all or substantially all of the assets of Employer in a
single transaction or in a series of transactions (including, without
limitation, any liquidation or dissolution of Employer); (b) any Person or group
becomes the beneficial owner, directly, or indirectly, of securities of the
Employer representing more than fifty percent (50%) of the combined voting power
of the Employer's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. For such purposes, "voting stock" shall
mean the capital stock of Employer of any class or classes, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of members of the Board of Directors (or Persons performing similar
functions) of Employer; or (c) a merger or consolidation of Employer with or
into any other entity, if immediately after giving effect to such transaction
more than fifty percent (50%) of the issued and outstanding voting stock of the
surviving entity of such transaction is held by persons who were not holders
(taking into account their individual and affiliated holdings) as of the
Effective Date of at least twenty percent (20%) of the voting stock of Employer.
A Change of Control shall not include: (1) any transfer or issuance of stock of
Employer to one or more of Employer's lenders (or to any agents or
representatives thereof) in exchange for debt of Employer owed to any such
lenders; (2) any transfer of stock of Employer to or by any person or entity,
including but not limited to one or more of the Employer's lenders (or to any
agents or representatives thereof), pursuant to the terms of any pledge of said
stock as collateral for any loans or financial accommodations to Employer and/or
its subsidiaries; (3) any transfer or issuance to any person or entity,
including but not limited to one or more of Employer's lenders (or to any agents
or representatives thereof), in connection with the workout or restructuring of
Employer's debts to any one of Employer's lenders, including but not limited to
the issuance of new stock in exchange for any equity contribution to Employer in
connection with the workout or restructuring of such debt; (4) any transfer of
stock by a stockholder of Employer which is a partnership or corporation to the
partners or stockholders in such stockholder or any transfer of stock by a
stockholder of Employer to an entity affiliated with such stockholder or the
immediate family of such stockholder or a trust or similar entity for the
benefit of such family members; or (5) any transfer or issuance of stock in
connection with an offering of the Employer's stock in a registered public
transaction not involving a transaction described in Rule 145, promulgated under
the Securities Act of 1933, as amended, provided that the Employer's officers
and Board of Directors shall not materially change as a result thereof.

         "CHANGE OF CONTROL TERMINATION" means (i) a Termination Without Cause
of the Employee's employment by the Employer within six (6) months after a
Change of Control or (ii) the Employee's resignation for Good Reason within six
(6) months after a Change of Control.

         "COMPETING BUSINESS" means any individual or entity, other than the
Employer, that is engaging in, or proposes to engage in, the development,
manufacture, distribution or sale of a Competing Product in North America,
Europe, Japan, China, Taiwan or South Korea; provided however, that an entity
that develops, manufactures, distributes or sells a Competing Product in a
separate business unit than the business unit in which Employee is then employed
shall not be deemed a Competing Business unless Employee provides Confidential
Information and/or Proprietary Information to the business unit that is engaging
in or proposes to engage in the development, manufacture, distribution or sale
of a Competing Product.

                                        2



         "COMPETING PRODUCT" means any pharmaceutical or other compound,
composition, formulation, method, process, product or material that is
competitive with any product of Employer under development, manufacture,
distribution or commercialization at any time from and after the Effective Date
through the date of termination of Employee's employment, including, without
limitation, small molecules that target androgen receptors, estrogen receptors
or other hormone receptors for purposes of treating, diagnosing, or imaging
humans in health and disease, and selective cytopathic viruses, such as
vesicular stomatitus virus (rhabdoviridae), that target and destroy selected
cells.

         "CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION" means any and
all:

         (a)      information disclosed to Employee or known by Employee as a
consequence of, or through, Employee's employment with the Employer since his
date of employment in September 1997 (including information conceived,
originated, discovered, or developed in whole or in part by Employee), not
generally known in the relevant trade or industry, about the Employer's
business, products, processes, and services; and trade secrets concerning the
business and affairs of the Employer, product specifications, data, know-how,
formulae, compositions, research, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned manufacturing or distribution
methods and processes, customer lists, current and anticipated customer
requirements, price lists, market studies, business plans, computer software and
programs (including object code and source code), computer software and database
technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information); and any other
information, however documented, that is a trade secret within the meaning of
Tenn. Code Section 39-14-138; and

         (b)      information concerning the business and affairs of the
Employer (which includes historical financial statements, financial projections
and budgets, historical and projected sales, capital spending budgets and plans,
the names and backgrounds of key personnel, personnel training and techniques
and materials), however documented; and

         (c)      intellectual property, inventions, methods, processes,
techniques, computer programs, devices, products, services, compounds, gene
therapy products, pharmaceuticals, substances, vectors, enzymes, genes,
concepts, discoveries, improvements, and designs, whether or not patenable in
the United States or foreign countries, any trade secrets, information,
procedures, technologies, data, results, conclusions, know-how or show-how and
business information; and

         (d)      notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer containing or based, in whole or in
part, on any information included in the foregoing.

         "EFFECTIVE DATE" means the date stated in the first paragraph of the
Agreement.

         "EMPLOYEE" has the meaning stated in the first paragraph of this
Agreement.

                                        3



         "EMPLOYEE INVENTION" means any idea, invention, technique,
modification, process, improvement (whether patentable or not), industrial
design (whether registerable or not), work of authorship (whether or not
copyright protection may be obtained for it), design, copyrightable work,
discovery, trademark, copyright, trade secret, formula, device, method,
compound, gene, prodrug, pharmaceutical, structure, product concept, marketing
plan, strategy, customer list, technique, blueprint, sketch, record, note,
drawing, know-how, data, patent application, continuation application,
continuation-in-part application, file wrapper continuation application or
divisional application, created, conceived, or developed by the Employee, either
solely or in conjunction with others, during the Employee's employment, or a
period that includes a portion of the Employee's employment, that relates in any
way to, or is useful in any manner in, the business then being conducted or
proposed to be conducted by the Employer, and any such item created by the
Employee, either solely or in conjunction with others, following termination of
the Employee's employment with the Employer, that is based upon or uses
Confidential Information and/or Proprietary Information.

         "EMPLOYER" means GTx, Inc., its successors and assigns, and any of its
current or future subsidiaries, or organizations controlled by, controlling, or
under common control with it.

         "GOOD REASON" means any of the following:

                  (a)      following a Change of Control, a change in the
Employee's status, position or responsibilities (including reporting
responsibilities) which, without Employee's consent, represents a reduction in
or demotion of the Employee's status, position or responsibilities as in effect
immediately prior to a Change of Control or the assignment to the Employee of
any duties or responsibilities which are inconsistent with such status, position
or responsibilities;

                  (b)      following a Change of Control, a reduction in the
Salary in effect immediately prior to the Change of Control or modifying,
suspending, discontinuing, or terminating any Benefit in a manner which
materially and adversely affects Employee;

                  (c)      following a Change of Control, the relocation of the
Employer's principal Employee offices to a location outside a thirty-mile radius
of Memphis, Tennessee or the Employer's requiring the Employee to be based at
any place other than a location within a thirty-mile radius of Memphis,
Tennessee, except for reasonably required travel on the Employer's business; or

                  (d)      following a Change of Control, the failure of the
Employer to obtain an agreement reasonably satisfactory to Employee from any
successor or assign of the Employer to assume and agree to perform this
Agreement.

         "PERSON" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         "PROPRIETARY ITEMS" means any Proprietary and/or Confidential
Information embodied in any document, record, recording, electronic media,
formulae, notebook, plan, model,

                                        4



component, device, or computer software or code, whether embodied in a disk or
in any other form.

         "SALARY" means as defined in Section 3.1(a).

         "TERMINATION WITH CAUSE" means the termination of the Employee's
employment by act of the Board for any of the following reasons:

                  (a)      the Employee's conviction for a felony;

                  (b)      the Employee's theft, embezzlement, misappropriation
of or intentional infliction of material damage to the Employer's property or
business opportunities;

                  (c)      the Employee's breach of the provisions contained in
Section 7 or Section 8 of this Agreement; or

                  (d)      the Employee's ongoing willful neglect of or failure
to perform his duties hereunder or his ongoing willful failure or refusal to
follow any reasonable, unambiguous duly adopted written direction of the CEO
that is not inconsistent with the description of the Employee's duties set forth
in Section 2.3, if such willful neglect or failure is materially damaging or
materially detrimental to the business and operations of the Employer; provided
that Employee shall have received written notice of such failure and shall have
continued to engage in such failure after 30 days following receipt of such
notice from the CEO, which notice specifically identifies the manner in which
the CEO believes that Employee has engaged in such failure. For purposes of this
subsection, no act, or failure to act, shall be deemed "willful" unless done, or
omitted to be done, by Employee not in good faith, and without reasonable belief
that such action or omission was in the best interest of the Employer.

         "TERMINATION WITHOUT CAUSE" means the termination of the Employee's
employment by the Employer for any reason other than Termination With Cause, or
termination by the Employer due to Employee's death or disability.

         2.       EMPLOYMENT TERMS AND DUTIES

                  2.1      Employment

                  The Employer hereby employs the Employee, and the Employee
hereby accepts employment by the Employer, upon the terms and conditions set
forth in this Agreement.

                  2.2      Term

                  Either the Employee or the Employer may terminate this
Agreement and the Employee's employment and compensation with or without cause
or notice, at any time, at either the Employer's or the Employee's option. No
company officer or manager has the authority to enter into any other agreement
for employment for a specified period of time, or to modify or to make any
agreement contrary to the foregoing, except by written amendment to this
Agreement, dated and signed by the Chief Executive Officer ("CEO") of the
Employer.

                                        5



                  2.3      Duties

                  The Employee will have such duties as are assigned or
delegated to the Employee by the Board of Directors or the CEO, and will
initially serve as President for the Employer. The Employee will devote his full
time, attention, skill and energy to the business of the Employer, will use his
best efforts to promote the success of the Employer's business, and will
cooperate fully with the Board of Directors and the CEO in the advancement of
the best interest of the Employer. Employee agrees to abide by all bylaws,
policies, practices, procedures or rules of Employer. Employee may be reassigned
or transferred to another management position, as designated by the Board of
Directors or the CEO, which may or may not provide the same level of
responsibility as the initial assignment, in accordance with the terms and
conditions of this Agreement.

         3.       COMPENSATION

                  3.1      Basic Compensation

                           (a)      Salary. The Employee will be paid on the
         15th and 30th day of each month a bi-weekly salary of $7,500 (the
         "Salary"), which is the equivalent of $180,000 per year. Employee's
         Salary may be adjusted from time to time by agreement of the Employee
         and the CEO.

                           (b)      Benefits. The Employee will, during his
         employment, be permitted to participate in such life insurance,
         hospitalization, major medical, short term disability, long term
         disability, 401K plan and other employee benefit plans of the Employer
         that may be in effect from time to time, to the extent the Employee is
         eligible under the terms of those plans (collectively, the "Benefits").

                  (c)      The Employer may withhold from any salary or benefits
         payable to Employee all federal, state, local, and other taxes and
         other amounts as permitted or required pursuant to law, rules or
         regulations.

         4.       FACILITIES AND EXPENSES

                  4.1      General

                  The Employer will furnish the Employee office space,
equipment, supplies, and such other facilities and personnel as the Employer
deems necessary or appropriate for the performance of the Employee's duties
under this Agreement. The Employer will pay the Employee's dues in such
professional societies and organizations as the CEO deems appropriate, and will
pay on behalf of the Employee (or reimburse the Employee for) reasonable
expenses incurred by the Employee at the request of, or on behalf of, the
Employer in the performance of the Employee's duties pursuant to this Agreement,
and in accordance with the Employer's employment policies, including reasonable
expenses incurred by the Employee in attending conventions, seminars, and other
business meetings, in appropriate business entertainment activities, and for
promotional expenses. The Employee must file expense reports with respect to
such expenses in accordance with the Employer's policies.

                                        6



         5.       VACATIONS AND HOLIDAYS

         The Employee will be entitled to three (3) weeks paid vacation each
year in accordance with the vacation policies of the Employer in effect from
time to time. Vacation must be taken by the Employee at such time or times as
approved by the CEO. The Employee will also be entitled to the paid holidays set
forth in the Employer's policies. Vacation days and holidays during any year
that are not used by the Employee during such year may not be used in any
subsequent year.

         6.       TERMINATION

                  6.1      Events of Termination

                  Either the Employee or Employer may terminate this Employment
Agreement (with the exception of the provisions of Section 7 and 8 which shall
survive termination of this Agreement) and Basic Compensation with or without
cause or notice, at any time at either the Employee's or the Employer's option.

                  6.2      The employment of Employee shall terminate on the
date of the Employee's death, in which event Employee's Basic Compensation,
owing to Employee through the date of Employee's death shall be paid to his
estate. Employee's estate will not be entitled to any other compensation under
this Agreement.

                  6.3      The Employer shall be released from any and all
further obligations under this Agreement, except the Employer shall be obligated
to pay Employee his Basic Compensation owing to Employee through the day on
which Employee's employment is terminated and as provided in Section 6.4, if
applicable. Employee's obligation under Sections 7 and 8 shall continue pursuant
to the terms and conditions of this Agreement.

                  6.4      As additional consideration for the covenants in
Section 7 and Section 8, in the event of a Change of Control Termination,
Employee shall receive the equivalent of his bi-weekly Salary at the time of his
termination of Employment for a period of one (1) year from the date of
termination payable in accordance with Employer's then current payroll policies
and procedures, less deductions required by law; provided that if Employee shall
terminate his employment on account of a reduction in his Salary or Benefits, as
provided in paragraph (b) of the definition of "Good Reason", then Employee
shall be entitled to receive hereunder the equivalent Salary he was making prior
to such reduction.

         7.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

                  7.1      Acknowledgements by the Employee

                  The Employee acknowledges and agrees that (a) during the
course of his employment and as a part of his employment, the Employee will be
afforded access to Confidential Information and/or Proprietary Information; (b)
public disclosure of such Confidential Information and/or Proprietary
Information could have an adverse effect on the Employer and its business; (c)
because the Employee possesses substantial technical expertise and skill with
respect to the Employer's business, the Employer desires to obtain exclusive

                                        7



ownership of each Employee Invention, and the Employer will be at a substantial
competitive disadvantage if it fails to acquire exclusive ownership of each
Employee Invention; and (d) the provisions of this Section 7 are reasonable and
necessary to prevent the improper use or disclosure of Confidential Information
and/or Proprietary Information and to provide the Employer with exclusive
ownership of all Employee Inventions.

                  7.2      Agreements of the Employee

                  In consideration of the compensation and benefits to be paid
or provided to the Employee by the Employer under this Agreement and otherwise,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Employee covenants and agrees as follows:

                           (a)      Confidentiality.

                                    (i)      That all of such Confidential
                  Information and/or Proprietary Information is a unique asset
                  of the business of Employer, the disclosure of which would be
                  damaging to Employer.

                                    (ii)     That the Employee will not at any
                  time, whether during or after termination or cessation of the
                  Employee's employment, except as authorized by Employer and
                  for its benefit, use, divulge or disclose (or enable anyone
                  else to use, divulge or disclose) to any person, association
                  or entity any Confidential Information and/or Proprietary
                  Information which the Employee presently possesses or which
                  the Employee may obtain during the course of the Employee's
                  employment with respect to the business, finances, customers
                  or affairs of Employer or trade secrets, developments, methods
                  or other information and data pertaining to the Employer's
                  business. The Employee shall keep strictly confidential all
                  matters and information entrusted to the Employee and shall
                  not use or attempt to use any such Confidential Information
                  and/or Proprietary Information in any manner which may injure
                  or cause loss or may be calculated to injure or cause loss,
                  whether directly or indirectly, to Employer.

                                    (iii)    That during the course of this
                  Agreement or at any time after termination, Employee will keep
                  in strictest confidence and will not disclose or make
                  accessible to any other person without the prior written
                  consent of Employer, the Confidential Information and/or
                  Proprietary Information; Employee agrees: (a) not to use any
                  such Confidential Information and/or Proprietary Information
                  for himself or others; and (b) not to take any such material
                  or reproductions thereof from the Employer's facilities at any
                  time during his employment except, in each case, as required
                  in connection with the Employee's duties to the Employer.

                                    (iv)     Employee agrees to hold in
                  confidence, and not to distribute or disseminate to any person
                  or entity for any reason, any Confidential Information and/or
                  Proprietary Information of Employer under this Agreement, or
                  information relating to experiments or results obtained based
                  on the duties of

                                        8



                  Employee, except for information which: (a) is in or which
                  becomes a part of the public domain not as a result of a
                  breach of this Agreement, (b) information lawfully received
                  from a third party who had the right to disclose such
                  information or (c) is required by legal process before a court
                  of proper jurisdiction (by oral questions, deposition,
                  interrogatories, requests for information or documents,
                  subpoena, civil investigative domain or other similar process)
                  to disclose all or any part of any Confidential Information
                  and/or Proprietary Information, provided that Employee will
                  provide Employer with prompt notice of such request or
                  requirement, as well as notice of the terms and circumstances
                  surrounding such request or requirements, so that Employer may
                  seek an appropriate protective order or waive compliance with
                  the provisions of this Agreement. In such case, the parties
                  will consult with each other on the advisability of pursuing
                  any such order or other legal action or available step to
                  resist or narrow such request or requirement. If, failing the
                  entry of a protective order or the receipt of a waiver
                  hereunder, Employee is, in the opinion of counsel reasonably
                  acceptable to Employer, legally compelled to disclose
                  Confidential Information and/or Proprietary Information.
                  Employee may disclose that portion of such information which
                  counsel advises to obtain and will not oppose action by
                  Employer to disclose, an appropriate protective order or other
                  reliable assurance that confidential treatment will be
                  accorded the disclosure of such information.

                                    (v)      Upon written notice by Employer,
                  Employee shall promptly redeliver to Employer, or, if
                  requested by Employer, promptly destroy all written
                  Confidential Information and/or Proprietary Information and
                  any other written material containing any information included
                  in the Confidential Information and/or Proprietary Information
                  (whether prepared by Employer, Employee, or a third party),
                  and will not retain any copies, extracts or other
                  reproductions in whole or in part of such written Confidential
                  Information and/or Proprietary Information (and upon request
                  certify such redelivery of destruction to Employer in a
                  written instrument reasonably acceptable to Employer and its
                  counsel).

                                    (vi)     This Agreement and the terms and
                  conditions recited herein are confidential and non-public,
                  except as may be expressly permitted by the Employer. The
                  Employee agrees not to disclose the contents of this Agreement
                  to any person or entity, including, but not limited to the
                  press, other media, any public body, or any competitor of
                  Employer, except to the Employee's legal counsel or as may be
                  required by law.

                                    (vii)    Any trade secrets of the Employer
                  will be entitled to all of the protections and benefits of
                  State of Tennessee law and any other applicable law. If any
                  information that the Employer deems to be a trade secret is
                  found by a court of competent jurisdiction not be to a trade
                  secret for purposes of this Agreement, such information will,
                  nevertheless, be considered Confidential Information and/or
                  Proprietary Information for purposes of this Agreement. The
                  Employee hereby waives any requirement that the Employer
                  submits proof of the economic value of any trade secret or
                  post a bond or other security.

                                        9



                                    (viii)   None of the foregoing obligations
                  and restrictions applies to any part of the Confidential
                  Information and/or Proprietary Information that the Employee
                  demonstrates was or became generally available to the public
                  other than as a result of a disclosure by the Employee.

                                    (ix)     The Employee will not remove from
                  the Employer's premises (except to the extent such removal is
                  for purposes of the performance of the Employee's duties at
                  home or while traveling, or except as otherwise specifically
                  authorized by the Employer) any Proprietary Items. The
                  Employee recognizes that, as between the Employer and the
                  Employee, all of the Proprietary Items, whether or not
                  developed by the Employee, are the exclusive property of the
                  Employer. Upon termination of this Agreement by either party,
                  or upon the request of the Employer during the employment of
                  Employee, the Employee will return to the Employer all of the
                  Proprietary Items in the Employee's possession or subject to
                  the Employee's control, and the Employee shall not retain any
                  copies, abstracts, sketches, or other physical or electronic
                  embodiment of any of the Proprietary Items.

                           (b)      Employee Inventions.

                           (i)      Each Employee Invention will belong
                  exclusively to the Employer. Employee agrees that Employer
                  shall have sole and exclusive ownership rights in any
                  conception, invention, trade secrets, information, ideas,
                  improvement, substance, know-how, whether or not patentable,
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies of Employer. Any resulting or derivative rights,
                  including patent rights, shall become the exclusive property
                  of Employer and Employer shall be entitled to the entire
                  right, title and interest with respect hereto. Employee
                  agrees, without additional compensation, to convey, assign the
                  entire right, title, and interest in and to any inventions for
                  the United States and all foreign jurisdictions to Employer
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies.

                           (ii)     Employer shall retain the entire right,
                  title and interest in and to any and all Confidential
                  Information and/or Proprietary Information provided by
                  Employer to Employee and to any methods, compounds,
                  improvements, substances, and compositions using or
                  incorporating such Confidential Information and/or Proprietary
                  Information.

                           (iii)    Employee agrees that Confidential
                  Information and/or Proprietary Information provided to the
                  Employee by Employer shall be used for work purposes only and
                  shall not be used for any other uses, studies, experiments or
                  tests.

                                       10



                           (iv)     Employee agrees that he will promptly
                  disclose to Employer, or any persons designated by Employer,
                  all Employee Inventions, made or conceived or reduced to
                  practice or learned by him, either alone or jointly with
                  others, during the employment of the Employee. The Employee
                  further agrees to assist Employer in every proper way (but at
                  Employer's expense) to obtain and from time to time enforce
                  patents, copyrights or other rights on Employee Inventions in
                  any and all countries, and to that end Employee will execute
                  all documents necessary: (a) to apply for, obtain and vest in
                  the name of Employer alone (unless Employer otherwise directs)
                  letters patent, copyrights or other analogues protection in
                  any country throughout the world and when so obtained or
                  vested to renew and restore the same; and (b) to defend
                  (including the giving of testimony and rendering any other
                  assistance) any opposition proceedings in respect of such
                  applications and any opposition proceedings or petitions or
                  applications for revocation of such letters patent, copyright
                  or other analogous protection. Employee's obligation to assist
                  Employer in obtaining and enforcing patents and copyrights for
                  Employee Inventions in any and all countries shall continue
                  beyond and after the termination of Employee.

                           (v)      Any copyrightable work whether published or
                  unpublished created by Employee in connection with or during
                  the performance of services below shall be considered a work
                  made for hire, to the fullest extent permitted by law and all
                  right, title and interest therein, including the worldwide
                  copyrights, shall be the property of Employer as the employer
                  and party specially commissioning such work. In the event that
                  any such copyrightable work or portion thereof shall not be
                  legally qualified as a work made for hire, or shall
                  subsequently be so held, Employee agrees to properly convey to
                  Employer, without additional compensation, the entire right,
                  title and interest in and to such work or portion thereof,
                  including but not limited to the worldwide copyrights,
                  extensions of such copyrights, and renewal copyrights therein,
                  and further including all rights to reproduce the copyrighted
                  work in copies or phonorecords, to prepare derivative works
                  based on the copyrighted work, to distribute copies of the
                  copyrighted work, to perform the copyrighted work publicly, to
                  display the copyrighted work publicly, and to register the
                  claim of copyright therein and to execute any and all
                  documents with respect hereto.

                           (vi)     Employee may not publish or disclose any
                  Confidential Information and/or Proprietary Information
                  relating to, arising from, derivative of, or as a result of
                  his employment pursuant to this Agreement including but not
                  limited to: information, improvements, results, experiments,
                  data, or methods, that makes reference to any of the
                  Confidential Information and/or Proprietary Information. Any
                  work performed under, or arising from, or a result of his
                  employment with Employer shall not be published or disclosed
                  in written, electronic, or oral form without the express
                  written permission of Employer.

                                       11



                  7.3      Disputes or Controversies

                  The Employee recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy
of Confidential Information and/or Proprietary Information may be jeopardized.
All pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy and will be available for inspection
by the Employer, the Employee, and their respective attorneys and experts, who
will agree, in advance and in writing, to receive and maintain all such
information in secrecy, except as may be limited by them in writing.

         8.       NON-COMPETITION

                  8.1      Acknowledgments by the Employee

                  Except for circumstance involving a Change of Control as
described in Section 8.4 below, Employee understands and recognizes that the
Employee's services provided to Employer are special, unique, unusual,
extraordinary and intellectual in character, and Employee agrees that, during
the employment of Employee and for a period of two (2) years from the date of
termination of the Employee's employment with Employer, he will not in any
manner, directly or indirectly, on behalf of himself or any Person, firm,
partnership, joint venture, corporation or other business entity, engage or
invest in, own, manage, operate, finance, control or participate in the
ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Employee's name or
similar name to, lend Employee's credit to or render services or advice to,
enter into or engage in any Competing Business; provided, however, that Employee
may purchase or otherwise acquire up to (but not more than) one percent of any
class of securities of any enterprise (but without otherwise participating in
the activities of such enterprise) if such securities are listed on any national
or regional securities exchange or have been registered under Section 12(g) of
the Securities Exchange Act of 1934.

                  8.2      Except for circumstances involving a Change of
Control as described in Section 8.4 below, in consideration of the
acknowledgements by the Employee, and in consideration of the compensation and
benefits to be paid or provided to the Employee by the Employer, the Employee
covenants that he will not, directly or indirectly, whether for the Employee's
own account or the account of any other person (i) at any time during the
employment of Employee and for a period of two (2) years from the termination of
the Employee's employment with Employer, solicit, employ, or otherwise engage as
an employee, independent contractor, or otherwise, any person who is or was an
employee of the Employer at any time during the Employee's employment with
Employer or in any manner induce or attempt to induce any employee of the
Employer to terminate his employment with the Employer; or (ii) at any time
during the employment of Employee with Employer and for two (2) years from the
termination of Employee's employment with Employer, interfere with the
Employer's relationship with any person, including any person who at any time
during the Employee's employment with Employer was an employee, contractor,
supplier, or customer of the Employer.

                                       12



                  8.3      In further consideration of these premises, Employee
agrees that he will not at any time during or after Employee's employment with
Employer, disparage the Employer or any of its shareholders, directors,
officers, employees, or agents.

                  8.4      Change of Control. In the event of a Change of
Control Termination, Employee's obligations under Sections 8.1 and 8.2 above
shall expire one (1) year from the date of termination of his employment with
Employer (or any entity acquiring Employer as a result of a Change of Control).

                  8.5      If any covenant in Section 8 is held to be
unreasonable, arbitrary, or against public policy, such covenant will be
considered to be divisible with respect to scope, time, and geographic area, and
such lesser scope, time, or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not
against public policy, will be effective, binding, and enforceable against the
Employee.

                  The period of time applicable to any covenant in Section 8
will be extended by the duration of any violation by the Employee of such
covenant.

                  The Employee will, while the covenants under Section 8 are in
effect, give notice to the Employer, within ten days after accepting any other
employment, of the identity of the Employee's employer. The Employer may notify
such employer that the Employee is bound by this Agreement and, at the
Employer's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.

         9.       GENERAL PROVISIONS

                  9.1      Injunctive Relief and Additional Remedy

                  The Employee acknowledges that the injury that would be
suffered by the Employer as a result of a breach of the provisions of this
Agreement (including any provision of Sections 7 and 8) would be irreparable and
that an award of monetary damages to the Employer for such a breach would be an
inadequate remedy. Consequently, the Employer will have the right, in addition
to any other rights it may have, to obtain injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any provision
of this Agreement, and the Employer will not be obligated to post bond or other
security in seeking such relief. Without limiting the Employer's rights under
this Section 9 or any other remedies of the Employer, if the Employee breaches
any of the provisions of Section 7 or 8, the Employer will have the right to
cease making any payments otherwise due to the Employee under this Agreement.

                  9.2      Covenants of Sections 7 and 8 are Essential and
Independent Covenants

                  The covenants by the Employee in Sections 7 and 8 are
essential elements of this Agreement, and without the Employee's agreement to
comply with such covenants the Employer would not have entered into this
Agreement or employed or continued the employment of the Employee. The Employer
and the Employee have independently consulted their respective counsel and have
been advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by the
Employer.

                                       13



                  The Employee's covenants in Sections 7 and 8 are independent
covenants and the existence of any claim by the Employee against the Employer
under this Agreement or otherwise will not excuse the Employee's breach of any
covenant in Section 7 or 8.

                  If the Employee's employment hereunder is terminated by either
party, this Agreement will continue in full force and effect as is necessary or
appropriate to enforce the covenants and agreements of the Employee in Sections
7 and 8.

                  9.3      Representations and Warranties by the Employee

                  The Employee represents and warrants to the Employer that the
execution and delivery by the Employee of this Agreement do not, and the
performance by the Employee of the Employee's obligations hereunder will not,
with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Employee; or (b) conflict with, result in
the breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.

                  9.4      Waiver

                  The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

                  9.5      Binding Effect; Delegation of Duties Prohibited

                  This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives, including any entity with which the Employer
may merge or consolidate or to which all or substantially all of its assets may
be transferred. The duties and covenants of the Employee under this Agreement,
being personal, may not be delegated.

                  9.6      Notices

                  All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt

                                       14



requested), in each case to the appropriate addresses and facsimile numbers set
forth below (or to such other addresses and facsimile numbers as a party may
designate by notice to the other parties):

         If to Employer:            GTx, Inc
                                    3 N. Dunlap Ave, 3rd Floor
                                    Memphis, Tennessee 38163
                                    Attention: General Counsel
                                    Facsimile No.: 901-523-9772

         If to the Employee:        Marc S. Hanover
                                    5597 St. Joseph Fairway
                                    Memphis, Tennessee  38120
                                    Facsimile No.:___________________

         Employee shall notify Employer in writing of any change of his address.
Otherwise, Employer shall send all notices to Employee's address herein.

                  9.7      Entire Agreement; Amendments

                  This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be amended orally,
but only by an agreement in writing signed by the parties hereto.

                  9.8      Governing Law

                  This Agreement will be governed by the laws of the State of
Tennessee without regard to conflicts of laws principles.

                  9.9      Jurisdiction

                  Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement shall be brought against
either of the parties in the courts of the State of Tennessee, County of Shelby,
or, if it has or can acquire jurisdiction, in the United States District Court
for the Western District of Tennessee, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

                  9.10     Section Headings, Construction

                  The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

                                       15



                  9.11     Severability

                  If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

                  9.12     Counterparts

                  This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.

                  9.13     Waiver of Jury Trial

                  THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT, OR ARISING OUT OF OR CONCERNING EMPLOYEE'S
EMPLOYMENT WITH EMPLOYER OR TERMINATION THEREOF.

                  9.14     Prior Employment and Confidentiality Agreements.

                  Employer and Employee acknowledge that Employee has previously
executed a Confidentiality and Non-Disclosure Agreement dated July 1, 2000 (the
"Prior CDA"), a copy of which is attached hereto as Schedule 1. The Employer and
Employee agree that the provisions of this agreement amend and supersede the
Prior CDA, which shall be of no further force and effect.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.

                                    MARC S. HANOVER

                                    /s/ Marc S. Hanover
                                    ____________________________________________

                                    GTx, INC.

                                    By: /s/ Mitchell S. Steiner
                                       _________________________________________
                                    Name: Mitchell S. Steiner
                                         _______________________________________
                                    Title: CEO
                                          ______________________________________

                                       16

                                                                   EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of October 1, 2003 (the "Effective Date") by and between GTx, INC., located
at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the "Employer"), and
MARK E. MOSTELLER (the "Employee"), residing at 5064 Anchor Cove, Memphis,
Tennessee 38117.

         WHEREAS, the Employer desires to retain the services of Employee as
Chief Financial Officer; and

         WHEREAS, the Employer and the Employee desire to enter into this
Agreement to set forth terms and conditions of the employment relationship
between the Employer and the Employee; and

         WHEREAS, during the course of Employee's employment with the Employer,
the Employer will train and continue to train Employee and to impart to Employee
proprietary, confidential, and/or trade secret information, data and/or
materials of the Employer; and

         WHEREAS, the Employer has a vital interest in maintaining its
confidential information and trade secrets, as well as rights to inventions,
since doing so allows the Employer to compete fairly and enhances the value of
the Employer to shareholders and job security for employees; and

         WHEREAS, the Employer desires to procure the services of Employee and
Employee is willing to be employed and continue to be employed with the Employer
upon the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the employment and continued employment of Employee
in accordance with the terms and conditions of this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree and covenant as
follows:

         1.       DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1.

         "AGREEMENT" has the meaning set forth in first paragraph of this
Agreement.

         "BASIC COMPENSATION" means Salary and Benefits.

         "BENEFITS" means as defined in Section 3.1(b).

         "BOARD OF DIRECTORS" means the Board of Directors of the Employer.

         "CEO" has the meaning set forth in Section 2.2.

                                        1



         "CHANGE OF CONTROL" means any of the following events: (a) the sale or
other disposition of all or substantially all of the assets of Employer in a
single transaction or in a series of transactions (including, without
limitation, any liquidation or dissolution of Employer); (b) any Person or group
becomes the beneficial owner, directly, or indirectly, of securities of the
Employer representing more than fifty percent (50%) of the combined voting power
of the Employer's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. For such purposes, "voting stock" shall
mean the capital stock of Employer of any class or classes, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of members of the Board of Directors (or Persons performing similar
functions) of Employer; or (c) a merger or consolidation of Employer with or
into any other entity, if immediately after giving effect to such transaction
more than fifty percent (50%) of the issued and outstanding voting stock of the
surviving entity of such transaction is held by persons who were not holders
(taking into account their individual and affiliated holdings) as of the
Effective Date of at least twenty percent (20%) of the voting stock of Employer.
A Change of Control shall not include: (1) any transfer or issuance of stock of
Employer to one or more of Employer's lenders (or to any agents or
representatives thereof) in exchange for debt of Employer owed to any such
lenders; (2) any transfer of stock of Employer to or by any person or entity,
including but not limited to one or more of the Employer's lenders (or to any
agents or representatives thereof), pursuant to the terms of any pledge of said
stock as collateral for any loans or financial accommodations to Employer and/or
its subsidiaries; (3) any transfer or issuance to any person or entity,
including but not limited to one or more of Employer's lenders (or to any agents
or representatives thereof), in connection with the workout or restructuring of
Employer's debts to any one of Employer's lenders, including but not limited to
the issuance of new stock in exchange for any equity contribution to Employer in
connection with the workout or restructuring of such debt; (4) any transfer of
stock by a stockholder of Employer which is a partnership or corporation to the
partners or stockholders in such stockholder or any transfer of stock by a
stockholder of Employer to an entity affiliated with such stockholder or the
immediate family of such stockholder or a trust or similar entity for the
benefit of such family members; or (5) any transfer or issuance of stock in
connection with an offering of the Employer's stock in a registered public
transaction not involving a transaction described in Rule 145, promulgated under
the Securities Act of 1933, as amended, provided that the Employer's officers
and Board of Directors shall not materially change as a result thereof.

         "CHANGE OF CONTROL TERMINATION" means (i) a Termination Without Cause
of the Employee's employment by the Employer within six (6) months after a
Change of Control or (ii) the Employee's resignation for Good Reason within six
(6) months after a Change of Control.

         "CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION" means any and
all:

         (a)      information disclosed to Employee or known by Employee as a
consequence of, or through, Employee's employment with the Employer since his
date of employment on August 6, 2001 (including information conceived,
originated, discovered, or developed in whole or in part by Employee), not
generally known in the relevant trade or industry, about the Employer's
business, products, processes, and services; and trade secrets concerning the
business and affairs of the Employer, product specifications, data, know-how,
formulae, compositions, research, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned manufacturing or

                                        2



distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer software
and database technologies, systems, structures, and architectures (and related
formulae, compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information); and any other
information, however documented, that is a trade secret within the meaning of
Tenn. Code Section 39-14-138; and

         (b)      information concerning the business and affairs of the
Employer (which includes historical financial statements, financial projections
and budgets, historical and projected sales, capital spending budgets and plans,
the names and backgrounds of key personnel, personnel training and techniques
and materials), however documented; and

         (c)      intellectual property, inventions, methods, processes,
techniques, computer programs, devices, products, services, compounds, gene
therapy products, pharmaceuticals, substances, vectors, enzymes, genes,
concepts, discoveries, improvements, and designs, whether or not patenable in
the United States or foreign countries, any trade secrets, information,
procedures, technologies, data, results, conclusions, know-how or show-how and
business information; and

         (d)      notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer containing or based, in whole or in
part, on any information included in the foregoing.

         "EFFECTIVE DATE" means the date stated in the first paragraph of the
Agreement.

         "EMPLOYEE" has the meaning stated in the first paragraph of this
Agreement.

         "EMPLOYEE INVENTION" means any idea, invention, technique,
modification, process, improvement (whether patentable or not), industrial
design (whether registerable or not), work of authorship (whether or not
copyright protection may be obtained for it), design, copyrightable work,
discovery, trademark, copyright, trade secret, formula, device, method,
compound, gene, prodrug, pharmaceutical, structure, product concept, marketing
plan, strategy, customer list, technique, blueprint, sketch, record, note,
drawing, know-how, data, patent application, continuation application,
continuation-in-part application, file wrapper continuation application or
divisional application, created, conceived, or developed by the Employee, either
solely or in conjunction with others, during the Employee's employment, or a
period that includes a portion of the Employee's employment, that relates in any
way to, or is useful in any manner in, the business then being conducted or
proposed to be conducted by the Employer, and any such item created by the
Employee, either solely or in conjunction with others, following termination of
the Employee's employment with the Employer, that is based upon or uses
Confidential Information and/or Proprietary Information.

         "EMPLOYER" means GTx, Inc., its successors and assigns, and any of its
current or future subsidiaries, or organizations controlled by, controlling, or
under common control with it.

                                        3



         "GOOD REASON" means any of the following:

                  (a)      following a Change of Control, a change in the
Employee's status, position or responsibilities (including reporting
responsibilities) which, without Employee's consent, represents a reduction in
or demotion of the Employee's status, position or responsibilities as in effect
immediately prior to a Change of Control or the assignment to the Employee of
any duties or responsibilities which are inconsistent with such status, position
or responsibilities;

                  (b)      following a Change of Control, a reduction in the
Salary in effect immediately prior to the Change of Control or modifying,
suspending, discontinuing, or terminating any Benefit in a manner which
materially and adversely affects Employee;

                  (c)      following a Change of Control, the relocation of the
Employer's principal Employee offices to a location outside a thirty-mile radius
of Memphis, Tennessee or the Employer's requiring the Employee to be based at
any place other than a location within a thirty-mile radius of Memphis,
Tennessee, except for reasonably required travel on the Employer's business; or

                  (d)      following a Change of Control, the failure of the
Employer to obtain an agreement reasonably satisfactory to Employee from any
successor or assign of the Employer to assume and agree to perform this
Agreement.

         "PERSON" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         "PROPRIETARY ITEMS" means any Proprietary and/or Confidential
Information embodied in any document, record, recording, electronic media,
formulae, notebook, plan, model, component, device, or computer software or
code, whether embodied in a disk or in any other form.

         "SALARY" means as defined in Section 3.1(a).

         "TERMINATION WITH CAUSE" means the termination of the Employee's
employment by act of the Board for any of the following reasons:

                  (a)      the Employee's conviction for a felony;

                  (b)      the Employee's theft, embezzlement, misappropriation
of or intentional infliction of material damage to the Employer's property or
business opportunities;

                  (c)      the Employee's breach of the provisions contained in
Section 7 of this Agreement; or

                  (d)      the Employee's ongoing willful neglect of or failure
to perform his duties hereunder or his ongoing willful failure or refusal to
follow any reasonable, unambiguous duly

                                        4



adopted written direction of the CEO that is not inconsistent with the
description of the Employee's duties set forth in Section 2.3, if such willful
neglect or failure is materially damaging or materially detrimental to the
business and operations of the Employer; provided that Employee shall have
received written notice of such failure and shall have continued to engage in
such failure after 30 days following receipt of such notice from the CEO, which
notice specifically identifies the manner in which the CEO believes that
Employee has engaged in such failure. For purposes of this subsection, no act,
or failure to act, shall be deemed "willful" unless done, or omitted to be done,
by Employee not in good faith, and without reasonable belief that such action or
omission was in the best interest of the Employer.

         "TERMINATION WITHOUT CAUSE" means the termination of the Employee's
employment by the Employer for any reason other than Termination With Cause, or
termination by the Employer due to Employee's death or disability.

         2.       EMPLOYMENT TERMS AND DUTIES

                  2.1      Employment

                  The Employer hereby employs the Employee, and the Employee
hereby accepts employment by the Employer, upon the terms and conditions set
forth in this Agreement.

                  2.2      Term

                  Either the Employee or the Employer may terminate this
Agreement and the Employee's employment and compensation with or without cause
or notice, at any time, at either the Employer's or the Employee's option. No
company officer or manager has the authority to enter into any other agreement
for employment for a specified period of time, or to modify or to make any
agreement contrary to the foregoing, except by written amendment to this
Agreement, dated and signed by the Chief Executive Officer ("CEO") or the
President of the Employer.

                  2.3      Duties

                  The Employee will have such duties as are assigned or
delegated to the Employee by the Board of Directors, CEO or the President, and
will initially serve as Chief Financial Officer for the Employer. The Employee
will devote his full time, attention, skill and energy to the business of the
Employer, will use his best efforts to promote the success of the Employer's
business, and will cooperate fully with the Board of Directors, CEO and the
President in the advancement of the best interest of the Employer. Employee
agrees to abide by all bylaws, policies, practices, procedures or rules of
Employer. Employee may be reassigned or transferred to another management
position, as designated by the Board of Directors, CEO or the President, which
may or may not provide the same level of responsibility as the initial
assignment, in accordance with the terms and conditions of this Agreement.

                                        5



         3.       COMPENSATION

                  3.1      Basic Compensation

                           (a)      Salary. The Employee will be paid on the
         15th and 30th day of each month a bi-weekly salary of $6,666.67 (the
         "Salary"), which is the equivalent of $160,000 per year. Employee's
         Salary may be adjusted from time to time by agreement of the Employee
         and the CEO.

                           (b)      Benefits. The Employee will, during his
         employment, be permitted to participate in such life insurance,
         hospitalization, major medical, short term disability, long term
         disability, 401K plan and other employee benefit plans of the Employer
         that may be in effect from time to time, to the extent the Employee is
         eligible under the terms of those plans (collectively, the "Benefits").

                           (c)      The Employer may withhold from any salary or
         benefits payable to Employee all federal, state, local, and other taxes
         and other amounts as permitted or required pursuant to law, rules or
         regulations.

                           (d)      In accordance with the stock option letter
         Employee has received from Employer on or before the date of execution
         hereof (the "Option Letter"), Employee has received options to purchase
         common stock of the Employer pursuant to the terms of the Option Letter
         and related Stock Option Subscription Agreement executed in connection
         therewith, as additional consideration from Employer for Employee
         entering into this Agreement.

         4.       FACILITIES AND EXPENSES

                  4.1      General

                  The Employer will furnish the Employee office space,
equipment, supplies, and such other facilities and personnel as the Employer
deems necessary or appropriate for the performance of the Employee's duties
under this Agreement. The Employer will pay the Employee's dues in such
professional societies and organizations as the CEO or President deems
appropriate, and will pay on behalf of the Employee (or reimburse the Employee
for) reasonable expenses incurred by the Employee at the request of, or on
behalf of, the Employer in the performance of the Employee's duties pursuant to
this Agreement, and in accordance with the Employer's employment policies,
including reasonable expenses incurred by the Employee in attending conventions,
seminars, and other business meetings, in appropriate business entertainment
activities, and for promotional expenses. The Employee must file expense reports
with respect to such expenses in accordance with the Employer's policies.

         5.       VACATIONS AND HOLIDAYS

         The Employee will be entitled to three (3) weeks paid vacation each
year in accordance with the vacation policies of the Employer in effect from
time to time. Vacation must be taken by the Employee at such time or times as
approved by the CEO or President. The Employee will also be entitled to the paid
holidays set forth in the Employer's policies. Vacation days and

                                        6



holidays during any year that are not used by the Employee during such year may
not be used in any subsequent year.

         6.       TERMINATION

                  6.1      Events of Termination

                  Either the Employee or Employer may terminate this Employment
Agreement (with the exception of the provisions of Section 7 which shall survive
termination of this Agreement) and Basic Compensation with or without cause or
notice, at any time at either the Employee's or the Employer's option.

                  6.2      The employment of Employee shall terminate on the
date of the Employee's death, in which event Employee's Basic Compensation,
owing to Employee through the date of Employee's death shall be paid to his
estate. Employee's estate will not be entitled to any other compensation under
this Agreement.

                  6.3      The Employer shall be released from any and all
further obligations under this Agreement, except the Employer shall be obligated
to pay Employee his Basic Compensation owing to Employee through the day on
which Employee's employment is terminated and as provided in Section 6.4, if
applicable. Employee's obligation under Section 7 shall continue pursuant to the
terms and conditions of this Agreement.

                  6.4      As additional consideration for the covenants in
Section 7, in the event of a Change of Control Termination, Employee shall
receive the equivalent of his bi-weekly Salary at the time of his termination of
Employment for a period of one (1) year from the date of termination payable in
accordance with Employer's then current payroll policies and procedures, less
deductions required by law; provided that if Employee shall terminate his
employment on account of a reduction in his Salary or Benefits, as provided in
paragraph (b) of the definition of "Good Reason", then Employee shall be
entitled to receive hereunder the equivalent Salary he was making prior to such
reduction.

         7.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

                  7.1      Acknowledgements by the Employee

                  The Employee acknowledges and agrees that (a) during the
course of his employment and as a part of his employment, the Employee will be
afforded access to Confidential Information and/or Proprietary Information; (b)
public disclosure of such Confidential Information and/or Proprietary
Information could have an adverse effect on the Employer and its business; (c)
because the Employee possesses substantial technical expertise and skill with
respect to the Employer's business, the Employer desires to obtain exclusive
ownership of each Employee Invention, and the Employer will be at a substantial
competitive disadvantage if it fails to acquire exclusive ownership of each
Employee Invention; and (d) the provisions of this Section 7 are reasonable and
necessary to prevent the improper use or disclosure of Confidential Information
and/or Proprietary Information and to provide the Employer with exclusive
ownership of all Employee Inventions.

                                        7



                  7.2      Agreements of the Employee

                  In consideration of the compensation and benefits to be paid
or provided to the Employee by the Employer under this Agreement and in
consideration of Employee's receipt of grants of options to purchase Employer
stock, pursuant to the Option Letter and otherwise, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee covenants and agrees as follows:

                           (a)      Confidentiality.

                                    (i)      That all of such Confidential
                  Information and/or Proprietary Information is a unique asset
                  of the business of Employer, the disclosure of which would be
                  damaging to Employer.

                                    (ii)     That the Employee will not at any
                  time, whether during or after termination or cessation of the
                  Employee's employment, except as authorized by Employer and
                  for its benefit, use, divulge or disclose (or enable anyone
                  else to use, divulge or disclose) to any person, association
                  or entity any Confidential Information and/or Proprietary
                  Information which the Employee presently possesses or which
                  the Employee may obtain during the course of the Employee's
                  employment with respect to the business, finances, customers
                  or affairs of Employer or trade secrets, developments, methods
                  or other information and data pertaining to the Employer's
                  business. The Employee shall keep strictly confidential all
                  matters and information entrusted to the Employee and shall
                  not use or attempt to use any such Confidential Information
                  and/or Proprietary Information in any manner which may injure
                  or cause loss or may be calculated to injure or cause loss,
                  whether directly or indirectly, to Employer.

                                    (iii)    That during the course of this
                  Agreement or at any time after termination, Employee will keep
                  in strictest confidence and will not disclose or make
                  accessible to any other person without the prior written
                  consent of Employer, the Confidential Information and/or
                  Proprietary Information; Employee agrees: (a) not to use any
                  such Confidential Information and/or Proprietary Information
                  for himself or others; and (b) not to take any such material
                  or reproductions thereof from the Employer's facilities at any
                  time during his employment except, in each case, as required
                  in connection with the Employee's duties to the Employer.

                                    (iv)     Employee agrees to hold in
                  confidence, and not to distribute or disseminate to any person
                  or entity for any reason, any Confidential Information and/or
                  Proprietary Information of Employer under this Agreement, or
                  information relating to experiments or results obtained based
                  on the duties of Employee, except for information which: (a)
                  is in or which becomes a part of the public domain not as a
                  result of a breach of this Agreement, (b) information lawfully
                  received from a third party who had the right to disclose such
                  information or (c) is required by legal process before a court
                  of proper jurisdiction (by oral questions, deposition,
                  interrogatories, requests for information or

                                        8



                  documents, subpoena, civil investigative domain or other
                  similar process) to disclose all or any part of any
                  Confidential Information and/or Proprietary Information,
                  provided that Employee will provide Employer with prompt
                  notice of such request or requirement, as well as notice of
                  the terms and circumstances surrounding such request or
                  requirements, so that Employer may seek an appropriate
                  protective order or waive compliance with the provisions of
                  this Agreement. In such case, the parties will consult with
                  each other on the advisability of pursuing any such order or
                  other legal action or available step to resist or narrow such
                  request or requirement. If, failing the entry of a protective
                  order or the receipt of a waiver hereunder, Employee is, in
                  the opinion of counsel reasonably acceptable to Employer,
                  legally compelled to disclose Confidential Information and/or
                  Proprietary Information. Employee may disclose that portion of
                  such information which counsel advises to obtain and will not
                  oppose action by Employer to disclose, an appropriate
                  protective order or other reliable assurance that confidential
                  treatment will be accorded the disclosure of such information.

                                    (v)      Upon written notice by Employer,
                  Employee shall promptly redeliver to Employer, or, if
                  requested by Employer, promptly destroy all written
                  Confidential Information and/or Proprietary Information and
                  any other written material containing any information included
                  in the Confidential Information and/or Proprietary Information
                  (whether prepared by Employer, Employee, or a third party),
                  and will not retain any copies, extracts or other
                  reproductions in whole or in part of such written Confidential
                  Information and/or Proprietary Information (and upon request
                  certify such redelivery of destruction to Employer in a
                  written instrument reasonably acceptable to Employer and its
                  counsel).

                                    (vi)     This Agreement and the terms and
                  conditions recited herein are confidential and non-public,
                  except as may be expressly permitted by the Employer. The
                  Employee agrees not to disclose the contents of this Agreement
                  to any person or entity, including, but not limited to the
                  press, other media, any public body, or any competitor of
                  Employer, except to the Employee's legal counsel or as may be
                  required by law.

                                    (vii)    Any trade secrets of the Employer
                  will be entitled to all of the protections and benefits of
                  State of Tennessee law and any other applicable law. If any
                  information that the Employer deems to be a trade secret is
                  found by a court of competent jurisdiction not be to a trade
                  secret for purposes of this Agreement, such information will,
                  nevertheless, be considered Confidential Information and/or
                  Proprietary Information for purposes of this Agreement. The
                  Employee hereby waives any requirement that the Employer
                  submits proof of the economic value of any trade secret or
                  post a bond or other security.

                                    (viii)   None of the foregoing obligations
                  and restrictions applies to any part of the Confidential
                  Information and/or Proprietary Information that the Employee
                  demonstrates was or became generally available to the public
                  other than as a result of a disclosure by the Employee.

                                        9



                                    (ix)     The Employee will not remove from
                  the Employer's premises (except to the extent such removal is
                  for purposes of the performance of the Employee's duties at
                  home or while traveling, or except as otherwise specifically
                  authorized by the Employer) any Proprietary Items. The
                  Employee recognizes that, as between the Employer and the
                  Employee, all of the Proprietary Items, whether or not
                  developed by the Employee, are the exclusive property of the
                  Employer. Upon termination of this Agreement by either party,
                  or upon the request of the Employer during the employment of
                  Employee, the Employee will return to the Employer all of the
                  Proprietary Items in the Employee's possession or subject to
                  the Employee's control, and the Employee shall not retain any
                  copies, abstracts, sketches, or other physical or electronic
                  embodiment of any of the Proprietary Items.

                           (b)      Employee Inventions.

                           (i)      Each Employee Invention will belong
                  exclusively to the Employer. Employee agrees that Employer
                  shall have sole and exclusive ownership rights in any
                  conception, invention, trade secrets, information, ideas,
                  improvement, substance, know-how, whether or not patentable,
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies of Employer. Any resulting or derivative rights,
                  including patent rights, shall become the exclusive property
                  of Employer and Employer shall be entitled to the entire
                  right, title and interest with respect hereto. Employee
                  agrees, without additional compensation, to convey, assign the
                  entire right, title, and interest in and to any inventions for
                  the United States and all foreign jurisdictions to Employer
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies.

                           (ii)     Employer shall retain the entire right,
                  title and interest in and to any and all Confidential
                  Information and/or Proprietary Information provided by
                  Employer to Employee and to any methods, compounds,
                  improvements, substances, and compositions using or
                  incorporating such Confidential Information and/or Proprietary
                  Information.

                           (iii)    Employee agrees that Confidential
                  Information and/or Proprietary Information provided to the
                  Employee by Employer shall be used for work purposes only and
                  shall not be used for any other uses, studies, experiments or
                  tests.

                           (iv)     Employee agrees that he will promptly
                  disclose to Employer, or any persons designated by Employer,
                  all Employee Inventions, made or conceived or reduced to
                  practice or learned by him, either alone or jointly with
                  others, during the employment of the Employee. The Employee
                  further agrees to assist Employer in every proper way (but at
                  Employer's expense) to obtain and from time to time enforce
                  patents, copyrights or other rights on Employee

                                       10



                  Inventions in any and all countries, and to that end Employee
                  will execute all documents necessary: (a) to apply for, obtain
                  and vest in the name of Employer alone (unless Employer
                  otherwise directs) letters patent, copyrights or other
                  analogues protection in any country throughout the world and
                  when so obtained or vested to renew and restore the same; and
                  (b) to defend (including the giving of testimony and rendering
                  any other assistance) any opposition proceedings in respect of
                  such applications and any opposition proceedings or petitions
                  or applications for revocation of such letters patent,
                  copyright or other analogous protection. Employee's obligation
                  to assist Employer in obtaining and enforcing patents and
                  copyrights for Employee Inventions in any and all countries
                  shall continue beyond and after the termination of Employee.

                           (v)      Any copyrightable work whether published or
                  unpublished created by Employee in connection with or during
                  the performance of services below shall be considered a work
                  made for hire, to the fullest extent permitted by law and all
                  right, title and interest therein, including the worldwide
                  copyrights, shall be the property of Employer as the employer
                  and party specially commissioning such work. In the event that
                  any such copyrightable work or portion thereof shall not be
                  legally qualified as a work made for hire, or shall
                  subsequently be so held, Employee agrees to properly convey to
                  Employer, without additional compensation, the entire right,
                  title and interest in and to such work or portion thereof,
                  including but not limited to the worldwide copyrights,
                  extensions of such copyrights, and renewal copyrights therein,
                  and further including all rights to reproduce the copyrighted
                  work in copies or phonorecords, to prepare derivative works
                  based on the copyrighted work, to distribute copies of the
                  copyrighted work, to perform the copyrighted work publicly, to
                  display the copyrighted work publicly, and to register the
                  claim of copyright therein and to execute any and all
                  documents with respect hereto.

                           (vi)     Employee may not publish or disclose any
                  Confidential Information and/or Proprietary Information
                  relating to, arising from, derivative of, or as a result of
                  his employment pursuant to this Agreement including but not
                  limited to: information, improvements, results, experiments,
                  data, or methods, that makes reference to any of the
                  Confidential Information and/or Proprietary Information. Any
                  work performed under, or arising from, or a result of his
                  employment with Employer shall not be published or disclosed
                  in written, electronic, or oral form without the express
                  written permission of Employer.

                  7.3      Disputes or Controversies

                  The Employee recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy
of Confidential Information and/or Proprietary Information may be jeopardized.
All pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy and will be available for inspection
by the Employer, the Employee, and their respective attorneys and experts, who
will agree, in advance

                                       11



and in writing, to receive and maintain all such information in secrecy, except
as may be limited by them in writing.

         8.       [INTENTIONALLY OMITTED.]

         9.       GENERAL PROVISIONS

                  9.1      Injunctive Relief and Additional Remedy

                  The Employee acknowledges that the injury that would be
suffered by the Employer as a result of a breach of the provisions of this
Agreement (including any provision of Section 7) would be irreparable and that
an award of monetary damages to the Employer for such a breach would be an
inadequate remedy. Consequently, the Employer will have the right, in addition
to any other rights it may have, to obtain injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any provision
of this Agreement, and the Employer will not be obligated to post bond or other
security in seeking such relief. Without limiting the Employer's rights under
this Section 9 or any other remedies of the Employer, if the Employee breaches
any of the provisions of Section 7, the Employer will have the right to cease
making any payments otherwise due to the Employee under this Agreement.

                  9.2      Covenants of Section 7 are Essential and Independent
Covenants

                  The covenants by the Employee in Section 7 are essential
elements of this Agreement, and without the Employee's agreement to comply with
such covenants the Employer would not have entered into this Agreement or
employed or continued the employment of the Employee. The Employer and the
Employee have independently consulted their respective counsel and have been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by the
Employer.

                  The Employee's covenants in Section 7 are independent
covenants and the existence of any claim by the Employee against the Employer
under this Agreement or otherwise will not excuse the Employee's breach of any
covenant in Section 7.

                  If the Employee's employment hereunder is terminated by either
party, this Agreement will continue in full force and effect as is necessary or
appropriate to enforce the covenants and agreements of the Employee in Section
7.

                  9.3      Representations and Warranties by the Employee

                  The Employee represents and warrants to the Employer that the
execution and delivery by the Employee of this Agreement do not, and the
performance by the Employee of the Employee's obligations hereunder will not,
with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Employee; or (b) conflict with, result in
the breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.

                                       12



                  9.4      Waiver

                  The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

                  9.5      Binding Effect; Delegation of Duties Prohibited

                  This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives, including any entity with which the Employer
may merge or consolidate or to which all or substantially all of its assets may
be transferred. The duties and covenants of the Employee under this Agreement,
being personal, may not be delegated.

                  9.6      Notices

                  All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

         If to Employer:            GTx, Inc
                                    3 N. Dunlap Ave, 3rd Floor
                                    Memphis, Tennessee 38163
                                    Attention: General Counsel
                                    Facsimile No.: 901-523-9772

         If to the Employee:        Mark E. Mosteller
                                    5064 Anchor Cove
                                    Memphis, Tennessee  38117
                                    Facsimile No.:____________________

         Employee shall notify Employer in writing of any change of his address.
Otherwise, Employer shall send all notices to Employee's address herein.

                                       13



                  9.7      Entire Agreement; Amendments

                  This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be amended orally,
but only by an agreement in writing signed by the parties hereto.

                  9.8      Governing Law

                  This Agreement will be governed by the laws of the State of
Tennessee without regard to conflicts of laws principles.

                  9.9      Jurisdiction

                  Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement shall be brought against
either of the parties in the courts of the State of Tennessee, County of Shelby,
or, if it has or can acquire jurisdiction, in the United States District Court
for the Western District of Tennessee, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

                  9.10     Section Headings, Construction

                  The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

                  9.11     Severability

                  If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

                  9.12     Counterparts

                  This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.

                  9.13     Waiver of Jury Trial

                  THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT, OR ARISING OUT OF OR

                                       14



CONCERNING EMPLOYEE'S EMPLOYMENT WITH EMPLOYER OR TERMINATION THEREOF.

                  9.14     Prior Employment and Confidentiality Agreements.

                  Employer and Employee acknowledge that Employee has previously
executed an employment letter and a Confidentiality and Non-Disclosure Agreement
(collectively, the "Prior Employment Documents"), copies of which are attached
hereto as Schedule 1. The Employer and Employee agree that the provisions of
this agreement amend and supercede the Prior Employment Documents, which shall
be of no further force and effect.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.

                                    MARK E. MOSTELLER
                                    /S/ Mark E. Mosteller
                                    ____________________________________________

                                    GTx, INC.

                                    By:  /s/   Mitchell S. Steiner
                                          ______________________________________
                                    Name: /s/  Mitchell S. Steiner
                                          ______________________________________
                                    Title:  CEO
                                           _____________________________________

                                       15

                                                                   EXHIBIT 10.11

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is made and entered into
as of October 1, 2003 (the "Effective Date") by and between GTx, INC., located
at 3 North Dunlap, 3rd Floor, Memphis, Tennessee 38163 (the "Employer"), and
HENRY P. DOGGRELL (the "Employee"), residing at 1657 Peabody Avenue, Memphis,
Tennessee 38104.

         WHEREAS, the Employer desires to retain the services of Employee as
General Counsel and Secretary; and

         WHEREAS, the Employer and the Employee desire to enter into this
Agreement to set forth terms and conditions of the employment relationship
between the Employer and the Employee; and

         WHEREAS, during the course of Employee's employment with the Employer,
the Employer will train and continue to train Employee and to impart to Employee
proprietary, confidential, and/or trade secret information, data and/or
materials of the Employer; and

         WHEREAS, the Employer has a vital interest in maintaining its
confidential information and trade secrets, as well as rights to inventions,
since doing so allows the Employer to compete fairly and enhances the value of
the Employer to shareholders and job security for employees; and

         WHEREAS, the Employer desires to procure the services of Employee and
Employee is willing to be employed and continue to be employed with the Employer
upon the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the employment and continued employment of Employee
in accordance with the terms and conditions of this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree and covenant as
follows:

         1.       DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1.

         "AGREEMENT" has the meaning set forth in first paragraph of this
Agreement.

         "BASIC COMPENSATION" means Salary and Benefits.

         "BENEFITS" means as defined in Section 3.1(b).

         "BOARD OF DIRECTORS" means the Board of Directors of the Employer.

         "CEO" has the meaning set forth in Section 2.2.

                                        1



         "CHANGE OF CONTROL" means any of the following events: (a) the sale or
other disposition of all or substantially all of the assets of Employer in a
single transaction or in a series of transactions (including, without
limitation, any liquidation or dissolution of Employer); (b) any Person or group
becomes the beneficial owner, directly, or indirectly, of securities of the
Employer representing more than fifty percent (50%) of the combined voting power
of the Employer's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. For such purposes, "voting stock" shall
mean the capital stock of Employer of any class or classes, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of members of the Board of Directors (or Persons performing similar
functions) of Employer; or (c) a merger or consolidation of Employer with or
into any other entity, if immediately after giving effect to such transaction
more than fifty percent (50%) of the issued and outstanding voting stock of the
surviving entity of such transaction is held by persons who were not holders
(taking into account their individual and affiliated holdings) as of the
Effective Date of at least twenty percent (20%) of the voting stock of Employer.
A Change of Control shall not include: (1) any transfer or issuance of stock of
Employer to one or more of Employer's lenders (or to any agents or
representatives thereof) in exchange for debt of Employer owed to any such
lenders; (2) any transfer of stock of Employer to or by any person or entity,
including but not limited to one or more of the Employer's lenders (or to any
agents or representatives thereof), pursuant to the terms of any pledge of said
stock as collateral for any loans or financial accommodations to Employer and/or
its subsidiaries; (3) any transfer or issuance to any person or entity,
including but not limited to one or more of Employer's lenders (or to any agents
or representatives thereof), in connection with the workout or restructuring of
Employer's debts to any one of Employer's lenders, including but not limited to
the issuance of new stock in exchange for any equity contribution to Employer in
connection with the workout or restructuring of such debt; (4) any transfer of
stock by a stockholder of Employer which is a partnership or corporation to the
partners or stockholders in such stockholder or any transfer of stock by a
stockholder of Employer to an entity affiliated with such stockholder or the
immediate family of such stockholder or a trust or similar entity for the
benefit of such family members; or (5) any transfer or issuance of stock in
connection with an offering of the Employer's stock in a registered public
transaction not involving a transaction described in Rule 145 promulgated under
the Securities Act of 1933, as amended, provided that the Employer's officers
and Board of Directors shall not materially change as a result thereof.

         "CHANGE OF CONTROL TERMINATION" means (i) a Termination Without Cause
of the Employee's employment by the Employer within six (6) months after a
Change of Control or (ii) the Employee's resignation for Good Reason within six
(6) months after a Change of Control.

         "CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION" means any and
all:

         (a)      information disclosed to Employee or known by Employee as a
consequence of, or through, Employee's employment with the Employer since his
date of employment on October 1, 2001 (including information conceived,
originated, discovered, or developed in whole or in part by Employee), not
generally known in the relevant trade or industry, about the Employer's
business, products, processes, and services; and trade secrets concerning the
business and affairs of the Employer, product specifications, data, know-how,
formulae, compositions, research, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past, current, and planned
research and development, current and planned manufacturing

                                        2



or distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer software
and database technologies, systems, structures, and architectures (and related
formulae, compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information); and any other
information, however documented, that is a trade secret within the meaning of
Tenn. Code Section 39-14-138; and

         (b)      information concerning the business and affairs of the
Employer (which includes historical financial statements, financial projections
and budgets, historical and projected sales, capital spending budgets and plans,
the names and backgrounds of key personnel, personnel training and techniques
and materials), however documented; and

         (c)      intellectual property, inventions, methods, processes,
techniques, computer programs, devices, products, services, compounds, gene
therapy products, pharmaceuticals, substances, vectors, enzymes, genes,
concepts, discoveries, improvements, and designs, whether or not patenable in
the United States or foreign countries, any trade secrets, information,
procedures, technologies, data, results, conclusions, know-how or show-how and
business information; and

         (d)      notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer containing or based, in whole or in
part, on any information included in the foregoing.

         "EFFECTIVE DATE" means the date stated in the first paragraph of the
Agreement.

         "EMPLOYEE" has the meaning stated in the first paragraph of this
Agreement.

         "EMPLOYEE INVENTION" means any idea, invention, technique,
modification, process, improvement (whether patentable or not), industrial
design (whether registerable or not), work of authorship (whether or not
copyright protection may be obtained for it), design, copyrightable work,
discovery, trademark, copyright, trade secret, formula, device, method,
compound, gene, prodrug, pharmaceutical, structure, product concept, marketing
plan, strategy, customer list, technique, blueprint, sketch, record, note,
drawing, know-how, data, patent application, continuation application,
continuation-in-part application, file wrapper continuation application or
divisional application, created, conceived, or developed by the Employee, either
solely or in conjunction with others, during the Employee's employment, or a
period that includes a portion of the Employee's employment, that relates in any
way to, or is useful in any manner in, the business then being conducted or
proposed to be conducted by the Employer, and any such item created by the
Employee, either solely or in conjunction with others, following termination of
the Employee's employment with the Employer, that is based upon or uses
Confidential Information and/or Proprietary Information.

         "EMPLOYER" means GTx, Inc., its successors and assigns, and any of its
current or future subsidiaries, or organizations controlled by, controlling, or
under common control with it.

         "GOOD REASON" means any of the following:

                                        3



                  (a)      following a Change of Control, a change in the
Employee's status, position or responsibilities (including reporting
responsibilities) which, without Employee's consent, represents a reduction in
or demotion of the Employee's status, position or responsibilities as in effect
immediately prior to a Change of Control or the assignment to the Employee of
any duties or responsibilities which are inconsistent with such status, position
or responsibilities;

                  (b)      following a Change of Control, a reduction in the
Salary in effect immediately prior to the Change of Control or modifying,
suspending, discontinuing, or terminating any Benefit in a manner which
materially and adversely affects Employee;

                  (c)      following a Change of Control, the relocation of the
Employer's principal Employee offices to a location outside a thirty-mile radius
of Memphis, Tennessee or the Employer's requiring the Employee to be based at
any place other than a location within a thirty-mile radius of Memphis,
Tennessee, except for reasonably required travel on the Employer's business; or

                  (d)      following a Change of Control, the failure of the
Employer to obtain an agreement reasonably satisfactory to Employee from any
successor or assign of the Employer to assume and agree to perform this
Agreement.

         "PERSON" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         "PROPRIETARY ITEMS" means any Proprietary and/or Confidential
Information embodied in any document, record, recording, electronic media,
formulae, notebook, plan, model, component, device, or computer software or
code, whether embodied in a disk or in any other form.

         "SALARY" means as defined in Section 3.1(a).

         "TERMINATION WITH CAUSE" means the termination of the Employee's
employment by act of the Board for any of the following reasons:

                  (a)      the Employee's conviction for a felony;

                  (b)      the Employee's theft, embezzlement, misappropriation
of or intentional infliction of material damage to the Employer's property or
business opportunities;

                  (c)      the Employee's breach of the provisions contained in
Section 7 of this Agreement; or

                  (d)      the Employee's ongoing willful neglect of or failure
to perform his duties hereunder or his ongoing willful failure or refusal to
follow any reasonable, unambiguous duly adopted written direction of the CEO
that is not inconsistent with the description of the Employee's duties set forth
in Section 2.3, if such willful neglect or failure is materially

                                        4



damaging or materially detrimental to the business and operations of the
Employer; provided that Employee shall have received written notice of such
failure and shall have continued to engage in such failure after 30 days
following receipt of such notice from the CEO, which notice specifically
identifies the manner in which the CEO believes that Employee has engaged in
such failure. For purposes of this subsection, no act, or failure to act, shall
be deemed "willful" unless done, or omitted to be done, by Employee not in good
faith, and without reasonable belief that such action or omission was in the
best interest of the Employer.

         "TERMINATION WITHOUT CAUSE" means the termination of the Employee's
employment by the Employer for any reason other than Termination With Cause, or
termination by the Employer due to Employee's death or disability.

         2.       EMPLOYMENT TERMS AND DUTIES

                  2.1      Employment

                  The Employer hereby employs the Employee, and the Employee
hereby accepts employment by the Employer, upon the terms and conditions set
forth in this Agreement.

                  2.2      Term

                  Either the Employee or the Employer may terminate this
Agreement and the Employee's employment and compensation with or without cause
or notice, at any time, at either the Employer's or the Employee's option. No
company officer or manager has the authority to enter into any other agreement
for employment for a specified period of time, or to modify or to make any
agreement contrary to the foregoing, except by written amendment to this
Agreement, dated and signed by the Chief Executive Officer ("CEO") or the
President of the Employer.

                  2.3      Duties

                  The Employee will have such duties as are assigned or
delegated to the Employee by the Board of Directors, CEO or the President, and
will initially serve as General Counsel and Secretary for the Employer. The
Employee will devote his full time, attention, skill and energy to the business
of the Employer, will use his best efforts to promote the success of the
Employer's business, and will cooperate fully with the Board of Directors, CEO
and the President in the advancement of the best interest of the Employer.
Employee agrees to abide by all bylaws, policies, practices, procedures or rules
of Employer. Employee may be reassigned or transferred to another management
position, as designated by the Board of Directors, CEO or the President, which
may or may not provide the same level of responsibility as the initial
assignment, in accordance with the terms and conditions of this Agreement.

         3.       COMPENSATION

                  3.1      Basic Compensation

                           (a)      Salary. The Employee will be paid on the
         15th and 30th day of each month a bi-weekly salary of $7,916.67 (the
         "Salary"), which is the equivalent of

                                        5



         $190,000 per year. Employee's Salary may be adjusted from time to time
         by agreement of the Employee and the CEO.

                           (b)      Benefits. The Employee will, during his
         employment, be permitted to participate in such life insurance,
         hospitalization, major medical, short term disability, long term
         disability, 401K plan and other employee benefit plans of the Employer
         that may be in effect from time to time, to the extent the Employee is
         eligible under the terms of those plans (collectively, the "Benefits").

                  (c)      The Employer may withhold from any salary or benefits
         payable to Employee all federal, state, local, and other taxes and
         other amounts as permitted or required pursuant to law, rules or
         regulations.

                  (d)      In accordance with the stock option letter Employee
         has received from Employer on or before the date of execution hereof
         (the "Option Letter"), Employee has received options to purchase common
         stock of the Employer pursuant to the terms of the Option Letter and
         related Stock Option Subscription Agreement executed in connection
         therewith, as additional consideration from Employer for Employee
         entering into this Agreement.

         4.       FACILITIES AND EXPENSES

                  4.1      General

                  The Employer will furnish the Employee office space,
equipment, supplies, and such other facilities and personnel as the Employer
deems necessary or appropriate for the performance of the Employee's duties
under this Agreement. The Employer will pay the Employee's dues in such
professional societies and organizations as the CEO or President deems
appropriate, and will pay on behalf of the Employee (or reimburse the Employee
for) reasonable expenses incurred by the Employee at the request of, or on
behalf of, the Employer in the performance of the Employee's duties pursuant to
this Agreement, and in accordance with the Employer's employment policies,
including reasonable expenses incurred by the Employee in attending conventions,
seminars, and other business meetings, in appropriate business entertainment
activities, and for promotional expenses. The Employee must file expense reports
with respect to such expenses in accordance with the Employer's policies.

         5.       VACATIONS AND HOLIDAYS

         The Employee will be entitled to three (3) weeks paid vacation each
year in accordance with the vacation policies of the Employer in effect from
time to time. Vacation must be taken by the Employee at such time or times as
approved by the CEO or President. The Employee will also be entitled to the paid
holidays set forth in the Employer's policies. Vacation days and holidays during
any year that are not used by the Employee during such year may not be used in
any subsequent year.

                                        6



         6.       TERMINATION

                  6.1      Events of Termination

                  Either the Employee or Employer may terminate this Employment
Agreement (with the exception of the provisions of Section 7 which shall survive
termination of this Agreement) and Basic Compensation with or without cause or
notice, at any time at either the Employee's or the Employer's option.

                  6.2      The employment of Employee shall terminate on the
date of the Employee's death, in which event Employee's Basic Compensation,
owing to Employee through the date of Employee's death shall be paid to his
estate. Employee's estate will not be entitled to any other compensation under
this Agreement.

                  6.3      The Employer shall be released from any and all
further obligations under this Agreement, except the Employer shall be obligated
to pay Employee his Basic Compensation owing to Employee through the day on
which Employee's employment is terminated and as provided in Section 6.4, if
applicable. Employee's obligation under Section 7 shall continue pursuant to the
terms and conditions of this Agreement.

                  6.4      As additional consideration for the covenants in
Section 7, in the event of a Change of Control Termination, Employee shall
receive the equivalent of his bi-weekly Salary at the time of his termination of
Employment for a period of one (1) year from the date of termination payable in
accordance with Employer's then current payroll policies and procedures, less
deductions required by law; provided that if Employee shall terminate his
employment on account of a reduction in his Salary or Benefits, as provided in
paragraph (b) of the definition of "Good Reason", then Employee shall be
entitled to receive hereunder the equivalent Salary he was making prior to such
reduction.

         7.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

                  7.1      Acknowledgements by the Employee

                  The Employee acknowledges and agrees that (a) during the
course of his employment and as a part of his employment, the Employee will be
afforded access to Confidential Information and/or Proprietary Information; (b)
public disclosure of such Confidential Information and/or Proprietary
Information could have an adverse effect on the Employer and its business; (c)
because the Employee possesses substantial technical expertise and skill with
respect to the Employer's business, the Employer desires to obtain exclusive
ownership of each Employee Invention, and the Employer will be at a substantial
competitive disadvantage if it fails to acquire exclusive ownership of each
Employee Invention; and (d) the provisions of this Section 7 are reasonable and
necessary to prevent the improper use or disclosure of Confidential Information
and/or Proprietary Information and to provide the Employer with exclusive
ownership of all Employee Inventions.

                                        7



                  7.2      Agreements of the Employee

                  In consideration of the compensation and benefits to be paid
or provided to the Employee by the Employer under this Agreement and in
consideration of Employee's receipt of grants of options to purchase Employer
stock, pursuant to the Option Letter and otherwise, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Employee covenants and agrees as follows:

                           (a)      Confidentiality.

                                    (i)      That all of such Confidential
                  Information and/or Proprietary Information is a unique asset
                  of the business of Employer, the disclosure of which would be
                  damaging to Employer.

                                    (ii)     That the Employee will not at any
                  time, whether during or after termination or cessation of the
                  Employee's employment, except as authorized by Employer and
                  for its benefit, use, divulge or disclose (or enable anyone
                  else to use, divulge or disclose) to any person, association
                  or entity any Confidential Information and/or Proprietary
                  Information which the Employee presently possesses or which
                  the Employee may obtain during the course of the Employee's
                  employment with respect to the business, finances, customers
                  or affairs of Employer or trade secrets, developments, methods
                  or other information and data pertaining to the Employer's
                  business. The Employee shall keep strictly confidential all
                  matters and information entrusted to the Employee and shall
                  not use or attempt to use any such Confidential Information
                  and/or Proprietary Information in any manner which may injure
                  or cause loss or may be calculated to injure or cause loss,
                  whether directly or indirectly, to Employer.

                                    (iii)    That during the course of this
                  Agreement or at any time after termination, Employee will keep
                  in strictest confidence and will not disclose or make
                  accessible to any other person without the prior written
                  consent of Employer, the Confidential Information and/or
                  Proprietary Information; Employee agrees: (a) not to use any
                  such Confidential Information and/or Proprietary Information
                  for himself or others; and (b) not to take any such material
                  or reproductions thereof from the Employer's facilities at any
                  time during his employment except, in each case, as required
                  in connection with the Employee's duties to the Employer.

                                    (iv)     Employee agrees to hold in
                  confidence, and not to distribute or disseminate to any person
                  or entity for any reason, any Confidential Information and/or
                  Proprietary Information of Employer under this Agreement, or
                  information relating to experiments or results obtained based
                  on the duties of Employee, except for information which: (a)
                  is in or which becomes a part of the public domain not as a
                  result of a breach of this Agreement, (b) information lawfully
                  received from a third party who had the right to disclose such
                  information or (c) is required by legal process before a court
                  of proper jurisdiction (by oral questions, deposition,
                  interrogatories, requests for information or

                                        8



                  documents, subpoena, civil investigative domain or other
                  similar process) to disclose all or any part of any
                  Confidential Information and/or Proprietary Information,
                  provided that Employee will provide Employer with prompt
                  notice of such request or requirement, as well as notice of
                  the terms and circumstances surrounding such request or
                  requirements, so that Employer may seek an appropriate
                  protective order or waive compliance with the provisions of
                  this Agreement. In such case, the parties will consult with
                  each other on the advisability of pursuing any such order or
                  other legal action or available step to resist or narrow such
                  request or requirement. If, failing the entry of a protective
                  order or the receipt of a waiver hereunder, Employee is, in
                  the opinion of counsel reasonably acceptable to Employer,
                  legally compelled to disclose Confidential Information and/or
                  Proprietary Information. Employee may disclose that portion of
                  such information which counsel advises to obtain and will not
                  oppose action by Employer to disclose, an appropriate
                  protective order or other reliable assurance that confidential
                  treatment will be accorded the disclosure of such information.

                                    (v)      Upon written notice by Employer,
                  Employee shall promptly redeliver to Employer, or, if
                  requested by Employer, promptly destroy all written
                  Confidential Information and/or Proprietary Information and
                  any other written material containing any information included
                  in the Confidential Information and/or Proprietary Information
                  (whether prepared by Employer, Employee, or a third party),
                  and will not retain any copies, extracts or other
                  reproductions in whole or in part of such written Confidential
                  Information and/or Proprietary Information (and upon request
                  certify such redelivery of destruction to Employer in a
                  written instrument reasonably acceptable to Employer and its
                  counsel).

                                    (vi)     This Agreement and the terms and
                  conditions recited herein are confidential and non-public,
                  except as may be expressly permitted by the Employer. The
                  Employee agrees not to disclose the contents of this Agreement
                  to any person or entity, including, but not limited to the
                  press, other media, any public body, or any competitor of
                  Employer, except to the Employee's legal counsel or as may be
                  required by law.

                                    (vii)    Any trade secrets of the Employer
                  will be entitled to all of the protections and benefits of
                  State of Tennessee law and any other applicable law. If any
                  information that the Employer deems to be a trade secret is
                  found by a court of competent jurisdiction not be to a trade
                  secret for purposes of this Agreement, such information will,
                  nevertheless, be considered Confidential Information and/or
                  Proprietary Information for purposes of this Agreement. The
                  Employee hereby waives any requirement that the Employer
                  submits proof of the economic value of any trade secret or
                  post a bond or other security.

                                    (viii)   None of the foregoing obligations
                  and restrictions applies to any part of the Confidential
                  Information and/or Proprietary Information that the Employee
                  demonstrates was or became generally available to the public
                  other than as a result of a disclosure by the Employee.

                                        9



                                    (ix)     The Employee will not remove from
                  the Employer's premises (except to the extent such removal is
                  for purposes of the performance of the Employee's duties at
                  home or while traveling, or except as otherwise specifically
                  authorized by the Employer) any Proprietary Items. The
                  Employee recognizes that, as between the Employer and the
                  Employee, all of the Proprietary Items, whether or not
                  developed by the Employee, are the exclusive property of the
                  Employer. Upon termination of this Agreement by either party,
                  or upon the request of the Employer during the employment of
                  Employee, the Employee will return to the Employer all of the
                  Proprietary Items in the Employee's possession or subject to
                  the Employee's control, and the Employee shall not retain any
                  copies, abstracts, sketches, or other physical or electronic
                  embodiment of any of the Proprietary Items.

                           (b)      Employee Inventions.

                           (i)      Each Employee Invention will belong
                  exclusively to the Employer. Employee agrees that Employer
                  shall have sole and exclusive ownership rights in any
                  conception, invention, trade secrets, information, ideas,
                  improvement, substance, know-how, whether or not patentable,
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies of Employer. Any resulting or derivative rights,
                  including patent rights, shall become the exclusive property
                  of Employer and Employer shall be entitled to the entire
                  right, title and interest with respect hereto. Employee
                  agrees, without additional compensation, to convey, assign the
                  entire right, title, and interest in and to any inventions for
                  the United States and all foreign jurisdictions to Employer
                  arising out of, resulting from, or derivative of: (1) the work
                  or services of Employee, or (2) within the scope of the duties
                  of Employee, or (3) using any materials, compounds, devices,
                  or monies.

                           (ii)     Employer shall retain the entire right,
                  title and interest in and to any and all Confidential
                  Information and/or Proprietary Information provided by
                  Employer to Employee and to any methods, compounds,
                  improvements, substances, and compositions using or
                  incorporating such Confidential Information and/or Proprietary
                  Information.

                           (iii)    Employee agrees that Confidential
                  Information and/or Proprietary Information provided to the
                  Employee by Employer shall be used for work purposes only and
                  shall not be used for any other uses, studies, experiments, or
                  tests.

                           (iv)     Employee agrees that he will promptly
                  disclose to Employer, or any persons designated by Employer,
                  all Employee Inventions, made or conceived or reduced to
                  practice or learned by him, either alone or jointly with
                  others, during the employment of the Employee. The Employee
                  further agrees to assist Employer in every proper way (but at
                  Employer's expense) to obtain and from time to time enforce
                  patents, copyrights or other rights on Employee

                                       10



                  Inventions in any and all countries, and to that end Employee
                  will execute all documents necessary: (a) to apply for, obtain
                  and vest in the name of Employer alone (unless Employer
                  otherwise directs) letters patent, copyrights or other
                  analogues protection in any country throughout the world and
                  when so obtained or vested to renew and restore the same; and
                  (b) to defend (including the giving of testimony and rendering
                  any other assistance) any opposition proceedings in respect of
                  such applications and any opposition proceedings or petitions
                  or applications for revocation of such letters patent,
                  copyright or other analogous protection. Employee's obligation
                  to assist Employer in obtaining and enforcing patents and
                  copyrights for Employee Inventions in any and all countries
                  shall continue beyond and after the termination of Employee.

                           (v)      Any copyrightable work whether published or
                  unpublished created by Employee in connection with or during
                  the performance of services below shall be considered a work
                  made for hire, to the fullest extent permitted by law and all
                  right, title and interest therein, including the worldwide
                  copyrights, shall be the property of Employer as the employer
                  and party specially commissioning such work. In the event that
                  any such copyrightable work or portion thereof shall not be
                  legally qualified as a work made for hire, or shall
                  subsequently be so held, Employee agrees to properly convey to
                  Employer, without additional compensation, the entire right,
                  title and interest in and to such work or portion thereof,
                  including but not limited to the worldwide copyrights,
                  extensions of such copyrights, and renewal copyrights therein,
                  and further including all rights to reproduce the copyrighted
                  work in copies or phonorecords, to prepare derivative works
                  based on the copyrighted work, to distribute copies of the
                  copyrighted work, to perform the copyrighted work publicly, to
                  display the copyrighted work publicly, and to register the
                  claim of copyright therein and to execute any and all
                  documents with respect hereto.

                           (vi)     Employee may not publish or disclose any
                  Confidential Information and/or Proprietary Information
                  relating to, arising from, derivative of, or as a result of
                  his employment pursuant to this Agreement including but not
                  limited to: information, improvements, results, experiments,
                  data, or methods, that makes reference to any of the
                  Confidential Information and/or Proprietary Information. Any
                  work performed under, or arising from, or a result of his
                  employment with Employer shall not be published or disclosed
                  in written, electronic, or oral form without the express
                  written permission of Employer.

                  7.3      Disputes or Controversies

                  The Employee recognizes that should a dispute or controversy
arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy
of Confidential Information and/or Proprietary Information may be jeopardized.
All pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy and will be available for inspection
by the Employer, the Employee, and their respective attorneys and experts, who
will agree, in advance

                                       11



and in writing, to receive and maintain all such information in secrecy, except
as may be limited by them in writing.

         8.       [INTENTIONALLY OMITTED.]

         9.       GENERAL PROVISIONS

                  9.1      Injunctive Relief and Additional Remedy

                  The Employee acknowledges that the injury that would be
suffered by the Employer as a result of a breach of the provisions of this
Agreement (including any provision of Section 7) would be irreparable and that
an award of monetary damages to the Employer for such a breach would be an
inadequate remedy. Consequently, the Employer will have the right, in addition
to any other rights it may have, to obtain injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any provision
of this Agreement, and the Employer will not be obligated to post bond or other
security in seeking such relief. Without limiting the Employer's rights under
this Section 9 or any other remedies of the Employer, if the Employee breaches
any of the provisions of Section 7, the Employer will have the right to cease
making any payments otherwise due to the Employee under this Agreement.

                  9.2      Covenants of Section 7 are Essential and Independent
Covenants

                  The covenants by the Employee in Section 7 are essential
elements of this Agreement, and without the Employee's agreement to comply with
such covenants the Employer would not have entered into this Agreement or
employed or continued the employment of the Employee. The Employer and the
Employee have independently consulted their respective counsel and have been
advised in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by the
Employer.

                  The Employee's covenants in Section 7 are independent
covenants and the existence of any claim by the Employee against the Employer
under this Agreement or otherwise will not excuse the Employee's breach of any
covenant in Section 7.

                  If the Employee's employment hereunder is terminated by either
party, this Agreement will continue in full force and effect as is necessary or
appropriate to enforce the covenants and agreements of the Employee in Section
7.

                  9.3      Representations and Warranties by the Employee

                  The Employee represents and warrants to the Employer that the
execution and delivery by the Employee of this Agreement do not, and the
performance by the Employee of the Employee's obligations hereunder will not,
with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Employee; or (b) conflict with, result in
the breach of any provisions of or the termination of, or constitute a default
under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.

                                       12



                  9.4      Waiver

                  The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by either
party in exercising any right, power, or privilege under this Agreement will
operate as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law,
(a) no claim or right arising out of this Agreement can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any obligation of such party or of the right of the party giving such notice
or demand to take further action without notice or demand as provided in this
Agreement.

                  9.5      Binding Effect; Delegation of Duties Prohibited

                  This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives, including any entity with which the Employer
may merge or consolidate or to which all or substantially all of its assets may
be transferred. The duties and covenants of the Employee under this Agreement,
being personal, may not be delegated.

                  9.6      Notices

                  All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

         If to Employer:            GTx, Inc
                                    3 N. Dunlap Ave, 3rd Floor
                                    Memphis, Tennessee 38163
                                    Attention: Chief Executive Officer
                                    Facsimile No.: 901-523-9772

         If to the Employee:        Henry Doggrell
                                    1657 Peabody Avenue
                                    Memphis, Tennessee 38104
                                    Facsimile No.:____________________

         Employee shall notify Employer in writing of any change of his address.
Otherwise, Employer shall send all notices to Employee's address herein.

                                       13



                  9.7      Entire Agreement; Amendments

                  This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be amended orally,
but only by an agreement in writing signed by the parties hereto.

                  9.8      Governing Law

                  This Agreement will be governed by the laws of the State of
Tennessee without regard to conflicts of laws principles.

                  9.9      Jurisdiction

                  Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement shall be brought against
either of the parties in the courts of the State of Tennessee, County of Shelby,
or, if it has or can acquire jurisdiction, in the United States District Court
for the Western District of Tennessee, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

                  9.10     Section Headings, Construction

                  The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement unless otherwise specified. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

                  9.11     Severability

                  If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

                  9.12     Counterparts

                  This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.

                  9.13     Waiver of Jury Trial

                  THE PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT, OR ARISING OUT OF OR

                                       14



CONCERNING EMPLOYEE'S EMPLOYMENT WITH EMPLOYER OR TERMINATION THEREOF.

                  9.14     Prior Employment and Confidentiality Agreements.

                   Employer and Employee acknowledge that Employee has
previously executed an employment letter and a Confidentiality and
Non-Disclosure Agreement dated August 31, 2001 (collectively, the "Prior
Employment Documents"), copies of which are attached hereto as Schedule 1. The
Employer and Employee agree that the provisions of this agreement amend and
supercede the Prior Employment Documents, which shall be of no further force and
effect.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date above first written above.

                                    HENRY P. DOGGRELL

                                    /s/ Henry P. Doggrell
                                    ____________________________________________

                                    GTx, INC.

                                    By: /s/ Mitchell S. Steiner
                                        ________________________________________
                                    Name: Mitchell S. Steiner
                                          ______________________________________
                                    Title: CEO
                                           _____________________________________

                                       15

                                                                   EXHIBIT 10.13

Prepared By: Lessee:                                   Lessee:

         University of Tennessee                       Tristar Enterprises, Inc.
         Office of Real Estate Management              3 N. Dunlap Street
         The Middlebrook Building                      Memphis, TN 38 I63
         5723 Middlebrook Pike
         Knoxville, TN 37096

                                    L E A S E

         THIS LEASE, made and entered into this 7th day and effective as of
March, 2001, and effective as of October 1, 2000, by and between THE UNIVERSITY
OF TENNESSEE, hereinafter called the Lessor, and TRISTAR ENTERPRISES, INC.,
hereinafter called the Lessee.

                                   WITNESSETH:

         The parties hereto, for the considerations hereinafter mentioned,
covenant and agree as follows:

         1.       DESCRIPTION: The Lessor hereby leases unto I, Lessee those
premises with the appurtenances thereto situated in the State of Tennessee,
County of Shelby, City of Memphis, in the Van Vleet Building at 3 N. Dunlap
Street. The premises above are more particularly described as follows:

         Approximately 2,050 rentable square feet of Office Space located on the
second floor and identified on attached Addendum Number One as C202, C206, C207,
C208, C212, C216, C219, C223, C224, C226 and C228. Approximately 4,818 rentable
square feet of Laboratory Space located on the third floor and identified on
attached Addendum Number Two as N321, N324. N324A, N325, N326, N326A, N328,
N328A, N329, N330, N333, N333A, N334, N334A, N334B. Plans for the building are
located in the Office of facilities at The University of Tennessee Health
Science Center in Memphis, Tennessee and are incorporated by reference as if
fully set out herein.

Being part of the same property described in the last recorded instrument
conveyed to Lessor in Plat Book No. I, Page 69. recorded in the Register's
Office, Shelby County, Tennessee. (Reference Instrument No. 6005-287 -no other
recorded deeds were located).

         2.       TERM: The term of this lease shall commence on October 1,
2000, and shall end on September 30, 2005, with such rights of termination
and/or extension as may be hereinafter expressly set forth. Should the Lessee
occupy the premises beyond the term of this lease such occupancy shall in no
event be year-to-year but at the will of the Lessor.

         3.       RENT: The Lessee shall pay annual rent of $94,820 ($11.00 per
rentable square foot of Office Space and $15.00 per rentable square foot of
Laboratory space), payable in installments of $7,901.67 per month. The rental
cost may subsequently be adjusted each July 1 and shall be based on the
percentage difference between the two most recent annual State and Local Index
values listed in Table 3.8B Real Government consumption Expenditures by Type and
Real Gross Investment by Type (formerly entitled Government Purchases by Type in
Constant Dollars) contained in the applicable July issue of the Department of
Commerce's Survey of Current Business. For example, if this adjustment factor
had been put into effect prior to July 1, 1996, a 2.3% increase in the prior
rate would be permissible for the period of July 1, 1996 - June 30, 1997 (the
July 1996 issue of the Department of Commerce's Survey of Current Business lists
the 1995 State and Local Index value as 788.6 and the 1994 value as 770.5
(788.6/770.5 = 1.023)).

         4.       PURPOSE: The premises hereby leased shall only be used for
education, research, or public service activities. Lessee shall not permit or
suffer any act or event to occur upon the premises which is extra hazardous on
the account of tire or explosion.


Tristar Enterprises, Inc.
Page 2 of 5

         Further Lessee covenants to comply with all City laws and ordinances
and State and federal laws in regard to nuisances, insofar as the premises are
concerned and to make no unlawful or offensive use of the premises.

         5.       ASSIGNMENT AND SUBLETTING: The Lessee shall neither assign
this Lease nor sublet the premises in whole or part without the written consent
of the Lessor. Further, the Lessee shall not permit the use or occupation of
said premises by anyone other than Lessee without the written consent of the
Lessor.

         6.       REPAIR/MAINTENANCE: The Lessee accepts the premises in its
present physical condition. During the lease term, the Lessor shall maintain the
leased premises and appurtenances which he provides in good repair and
tenantable condition, including, but not limited to, the maintenance and repair
of the elevators, plumbing, heating, electrical, air conditioning and
ventilating equipment and fixtures to the end that all such facilities are kept
in good operative condition except in case of damage arising solely from a
willful or negligent act of' the Lessee's agent, invitee, or employee.

         The Lessee shall take good care of the premises hereby leased and the
appurtenances thereof and neither commit nor permit any waste. At the end or
other expiration of the term of this Lease, the Lessor shall deliver up said
premises in as good order or condition as they were at the beginning of this
Lease, ordinary wear and tear thereof and damage by earthquake the elements,
acts of God, or fire over which the Lessee has no control excepted.

         7.       ALTERATIONS: The Lessee shall not make any alterations,
additions or improvements in the premises without first obtaining written
consent from the Lessor. All alterations, additions or improvements made by the
Lessee shall inure to the benefit of the property of the Lessor upon the
termination and end of this lease unless hereinafter specified to the contrary
or otherwise agreed to in writing and signed by both parties.

         8.       UTILITIES: The costs associated with utilities and janitorial
services will be included as part of the rent as set forth in paragraph 3.

         9.       INSPECTION: 'The Lessor shall have the right, upon notice to
the Lessee, to enter the leased premises at reasonable times in order to
inspect, render services or make necessary repairs to the premises.

         10.      FIRE AND CASUALTY: If the premises be destroyed by fire or
other casualty, this Lease shall immediately terminate. In the case of partial
destruction or damage so as to render the premises untenantable, either party
may terminate the Lease by giving written notice to the other within
fourteen(14) days thereafter.

         11.      LIABILITY: Lessor shall not be liable for any property or
valuables destroyed, damaged, lost, stolen, taken or missing from the Premises,
the Lessee agreeing to sufficiently protect, secure, insure, and safeguard any
and all property maintained or stored upon the Premises. Any property placed on
or within the Premises is maintained strictly at Lessee's own risk. The Lessor
agrees to provide fire and casualty insurance or self insurance in amounts
sufficient to protect its own interest in the Building only.

         Lessee, its successors and assigns, shall indemnify and hold harmless
Lessor and the State of Tennessee from any and all claims, costs or damages, and
judgments of whatsoever nature, including without limitation costs and expenses
incurred by Lessor or the State in the defense of any action, arising out of the
activities of Lessee on the premises pursuant to this Lease and to assume all
responsibility and liability therefore.

         The Lessee, its successors and approved assigns, agrees to maintain
adequate public liability insurance and will provide satisfactory evidence of
such insurance to the State. Further, the liability limits of this insurance
must not be less than the exposure and limits of' the State's liability under
the Claims Commission Statute, T.C.A. Section 9-8-307, as it may be from time to
time amended and/or construed by the claims commission and courts. This statute
currently limits liability of the State to $300,000 per claimant, $1,000,000 per
occurrence. The insurance policy shall include a provision for the insurance
company to notify the State in writing of any cancellation or changes of the
policy at least 30 days in advance of the cancellation or change.


Tristar Enterprises, Inc.
Page 3 of 5

         12.      TERMINATION/EXTENSION: Notwithstanding any other provision to
the contrary in the event that the Lessee becomes insolvent or bankruptcy
proceedings are filed against or by the Lessee, his heirs or assigns in any
court whatsoever, it shall give the rights to Lessor or its assigns, at their
option, to immediately declare this contract null and void and at once resume
possession of the property. No receiver, trustee or other judicial officer shall
have any right, title or interest in or to the above described property by
virtue of' this contract.

         Further, if the Lessee shall fail or neglect to make any payment of
rent when due, vacate the premises without notice to the Lessor or shall violate
any of' the provisions of this Lease, the Lessor, without any other demand or
notice, may at Lessor's option, immediately terminate this Lease and if
necessary require the Lessee to vacate the leased premises.

         In lieu of any termination right mentioned herein or in conjunction
therewith, Lessor may pursue any other lawful right or remedy incident to the
relationship created by this Lease. Should the Lessor at any time seek to
rightfully recover possession of the premises and be obstructed or resisted
therein, and any litigation thereon ensue, the Lessee shall be bound to pay the
Lessor reasonable attorney's fees and all court costs.

         It is agreed that either party shall have the right and privilege to
terminate the agreement by giving a written notice to the other party at least
90 days prior to the specified termination date.

         This lease may be extended by both parties agreeing to the terms and
conditions of such extension in writing and signed by all parties subject to the
approval of the State Building Commission.

         13.      NOTICES: All notices herein provided to be given, or which may
be given, by either delivered in person or by certified mail as follows:

         TO THE LESSOR:                          TO THE LESSEE:

         OFFICE OF REAL ESTATE MANAGEMENT        TRISTAR ENTERPRISES, INC.
         THE UNIVERSITY OF TENNESSEE             3 N. DUNLAP STREET
         432 COMMUNICATIONS BUILDING             MEMPHIS, TN 38163
         KNOXVILLE, TN 37996-0342

         14.      SPECIAL PROVISIONS: Prior to the execution of this lease the
following special provisions, if any, were agreed upon:

         a.       This agreement constitutes the entire agreement concerning the
least of this property. Any previous written or oral agreements between the
Lessee and the previous owners of the property are entirely superseded.

         b.       Additional space in the amount of approximately 1, 014
rentable square feet on the first floor and 976 rentable square feet on the
third floor will be required at a later date. This lease will be amended at that
time to include this additional space at the then-current rental rate.

         c.       This Lease may not be amended, modified or in any way changed
except by written agreement signed by both parties.

         d.       This Lease is not binding upon the Lessor until the fully
executed document is delivered to the Lessee.

         15.      CERTIFICATION: The Lessee hereby certifies that Lessee is
neither now nor within the past six (6) months has been an official or employee
of 'The University of' Tennessee or any other agency or institution of the State
of Tennessee and that no official or employee of The University of-Tennessee or
no official or employee of the University or one of those agencies has any
personal interest in the leased premises.


Tristar Enterprises, Inc.
Page 4 of 5

         IN WITNESS WHEREOF, this lease has been executed by the parties hereto
on the day and year first above written.

LESSOR                                          LESSEE

THE UNIVERSITY OF TENNESSEE                     TRISTAR ENTERPRISES, INC.

BY: /s/ illegible                               BY: /s/ illegible
    __________________________________             ____________________________
    VICE PRESIDENT                              ITS: President & CEO

STATE OF TENNESSEE

BY: /s/ C. Warren Neel,
   -----------------------------------
    C. WARREN NEEL, PhD, Commissioner
    Finance and Administration

APPROVED:

BY: /s/ Paul G. Summers
   -----------------------------------
    Paul G. Summers
    Attorney General

BY: /s/ Don Sundquist
   -----------------------------------
    Don Sundquist
    Governor


Tristar Enterprises, Inc.
Page 5 of 5

                          AUTHENTICATION FORM FOR LEASE

                                     BETWEEN

                             THE STATE OF TENNESSEE

                                       AND

                            TRISTAR ENTERPRISES, INC.

STATE OF TENNESSEE
COUNTY OF KNOX

Personally appeared before me, the undersigned Notary Public for Knox County,
Emerson H. Fly, Vice-President of the University of Tennessee, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence,
and who, upon oath, acknowledged that he/she is the Vice-President of the
University of Tennessee and that he/she as Vice-President, being authorized so
to do, executed the foregoing instrument for the purpose therein contained by
signing the name of the State by himself as Vice-President.

                  Witness my hand and seal at office, this 25th day of July,
2001.

                                           /s/ Sophie Diane Martin Hopkins
                                    --------------------------------------------
                                                    Notary Public

                                           My Commission Expires:

                                                        6-26-02

STATE OF TENNESSEE
COUNTY OF DAVIDSON

Personally appeared before me, the undersigned, Notary Public for Davidson
County, C. Warren Neel, PhD, with whom I am personally acquainted and who, upon
oath, acknowledged that he is the Commissioner of Finance and Administration and
that he as Commissioner, being authorized so to do, executed the foregoing
instrument for the purpose therein contained by signing the name of the State of
Tennessee, by himself as Commissioner.

                  Witness my hand and seal at office, this 27th day of August,
2001.

                                                        /s/ Margaret Tolleson
                                             -----------------------------------
                                                        Notary Public

                                           My Commission Expires:

                                                        Nov. 29, 2003



                          AUTHENTICATION FORM FOR LEASE
                               MADE BY AND BETWEEN

                            TRISTAR ENTERPRISES, INC.

                           AND THE STATE OF TENNESSEE

                                 DATED_________

STATE OF TENNESSEE

COUNTY OF SHELBY

Before me ______________________________, a Notary Public in and for said County
and State aforesaid, personally appeared _______________________________, with
whom I am personally acquainted, and who, upon oath, acknowledged
himself/herself to be the ___________________________ of
___________________________, the within named Lessor, a corporation, and that
he/she as such __________________________, being authorized so to do, executed
the foregoing lease for the purposes therein contained, by signing the name of
the Corporation by himself/herself as __________________________________.

Witness my hand and seal, at the office in Memphis, TN, this 7th day of March,
2001.

                                                        Notary Public
                                                        ________________________

My Commission Expires:

         March 12, 2002

                                                                   EXHIBIT 10.14

                                    SUBLEASE

         This Sublease made and entered into as of this 1st day of October 2000
by and between TRISTAR ENTERPRISES, INC., a Tennessee nonprofit corporation
("Sublessor") and GENOTHERAPEUTICS, INC., a Tennessee corporation ("Sublessee").

                                 R E C I T A L S

         WHEREAS. the Sublessor and The University of Tennessee have entered
into a Lease dated October 1, 2000 (the "Primary Lease"), a copy of which is
attached hereto as Exhibit A.

         WHEREAS, the Sublessor desires to sublease a portion of the premises
leased by the original Primary Lease to the Sublessee.

         NOW THEREFORE, in consideration of the foregoing and other good and
valuable considerations set forth herein, the parties agree as follows:

         1.       The Sublessor hereby subleases unto the Sublessee those
premises with the appurtenances thereto appertaining situated in the State of
Tennessee, County of Shelby, City of Memphis, located at 3 North Dunlap Street,
more particularly described as follows:

                  Approximately 4.818 rentable square feet of
                  laboratory space located on the Third Floor of the
                  Van Vleet Building, 3 North Dunlap Street, Memphis,
                  Shelby County, Tennessee. Being part of the same
                  property described in the last recorded instrument
                  conveyed to The University of Tennessee in Plat Book
                  No. 1, Page 69, recorded in the Register's Office,
                  Shelby County, Tennessee. (Reference Instrument No.
                  6005-287). Plans for the building can be found in the
                  Office of Facilities at The University of Tennessee
                  Health Science Center, Memphis, Tennessee.

         2.       The Sublessee shall pay annual rent of $72,270.00 ($15.00 per
square foot), payable in installments of $6,022.50 per month. The rental cost
may be subsequently adjusted each July 1 and shall be based on the percentage
difference between the two most recent annual State and Local Index values
listed in Table 3.8B-Real Government Consumption Expenditures by Type and Real
Gross Investment by Type (formerly entitled Government Purchases by Type and
Constant Dollars)contained in the applicable July issue of the Department of
Commerce's Survey of Current Business. For example, if this adjustment factor
had been put into effect prior to July 1, 1996, a 2.3 percent increase in the
prior rate would be permissible for the period of July 1, 1996 through June 30,
1997 (the July 1996 issue of the Department of Commerce's Survey of Current
Business lists the 1995 State and Local Index value at 788.6 and the 1994 value
at 770.5 (788.6/770.5 equals 1.023)).

         3.       Except for Section 1 and Section 3 of the Primary Lease, the
Sublessee hereby agrees to be bound by the terms and the conditions of the
Primary Lease as if the Sublessee were the Lessee thereunder.



         4.       The effectiveness of this Sublease is subject to the written
consent of The University of Tennessee approving this Sublease.

         5.       All notices required under this Sublease shall be sent to the
following addresses:

                  To the Sublessor:              To the Sublessee:

                  Tristar Enterprises, Inc.      Genotherapeutics, Inc.
                  3 North Dunlap Street          _______________________________
                  Memphis, Tennessee 38163       _______________________________

         IN WITNESS WHEREOF, this Sublease has been executed by the parties as
of the date hereinabove written:

                                                  TRISTAR ENTERPRISES, INC

                                                  By: /s/ illegible
                                                     _________________________

                                                  Title: President

                                                  GENOTHERAPEUTICS, INC.

                                                  By: /s/ Marc Hanover
                                                     ---------------------------

                                                  Title: President



                            Tristar Enterprises, Inc.
                                     Phase I
                               Space Requirements



Office #    Sq Ft   Tristar     UT     Office
                           
206          325     162.5     162.5   Scott
216          242       121       121   Banton
232          239                 239   Palmer
230          140                 140   UTRC
224          343     171.5     171.5   CMO
228          161       161             IRB
202          107       107             IRB
208          176       176             ADMIN
221          141                 141   UT STORAGE
223          139       139             ACC'T/Contract Mgr
226          161       161             CLINICAL/Coordinator
205          182                 182   RESEARCH
219          143        85        58   Howell
212          176        88        88   Jennings
207          348       174       174   Conf. Rm

3rd Floor   3750      3750             Lab (sub-GTX)*
            ----      ----     -----

Total       6773      5296      1477


*Room # 333, 333A, 329, 325, 321, 324, 324A, 326, 326A, 328, 328A, 334, 334A,
         334B, & 330 (cold room)

                              Phase II (Expansion)

First Floor: Room # 106, 106A, 106B, 106C, and 107 (approx. 700 sq ft)

Third Floor: Room # 319 & 320 (approx. 750 sq ft)



                               SUBLEASE AMENDMENT

         This Amendment is to the sublease made between TRISTAR ENTERPRISES,
INC., a Tennessee nonprofit corporation (" Sublessor")and GENOTHERAPEUTICS,
INC., a Tennessee corporation ("Sublessee") signed on October 1, 2000.

         1.       The Sublessor hereby subleases unto the Sublessee those
premises with the appurtenances thereto situated in the State Of Tennessee,
County of Shelby, City of Memphis, located at 3 North Dunlap Street, more
particularly described as follows:

                  a.       Effective February 1,2001, approximately 7,374
         rentable square feet of office space located on the Third Floor of the
         Van Vleet Building, Rooms C300, C301, C302, C303, C304, C305, C310,
         C311, C312, C313, C314, C315, C315A, C316, C317, C319, C322, C322A,
         C322B, C322C, C323, C325, C326, C327, C327A, C329, C329A, C332, C333,
         C334, C335, S301, S302, S303, S305, S306,

                  b.       Effective June 1, 2001 approximately 966 rentable
         square feet of laboratory space located on the Third Floor of the Van
         Vleet Building, Rooms N319, N320, N320A, 3 North Dunlap Street,
         Memphis, Shelby County, Tennessee. Being part of the same property
         described in the last recorded instrument conveyed to The University of
         Tennessee in Plat Book No., 1, Page 69, recorded in the Register's
         Office, Shelby County, Tennessee. (Reference Instrument No. 6005-287)
         Plans for the building can be found in the Office of Facilities at The
         University of Tennessee Health Science Center, Memphis, Tennessee.

         2.       The Sublessee shall pay annual rent of $81,114.00 ($11.00 per
square foot) payable in installments of $6,759.50 per month for the office
space. The Sublessee shall pay annual rent of $14,490.00 ($15.00 per square
foot) payable in installments of $1,207.50 per month for the additional
laboratory space.

         3.       All other terms remain unchanged.



         IN WITNESS WHEREOF, this Sublease amendment has been executed by the
parties as of the date hereinabove written:

                                                  TRISTAR ENTERPRISES, INC.

                                                  By: /s/ illegible
                                                     ___________________________

                                                  Title: President & CEO

                                                  GENOTHERAPEUTICS, INC.

                                                  By: Marc Hanover
                                                      --------------------------

                                                  Title: President



                           SUBLEASE AMENDMENT NUMBER 2

         This Amendment Number 2 is to the sublease between Tristar Enterprises,
Inc., a Tennessee nonprofit corporation ("Sublessor") and GTx, Inc., a Tennessee
corporation ("Sublessee") signed on October 1, 2000.

         A copy of the sublease, signed on October 1, 2000 and a copy of the
original Sublease Amendment, which was effective on February 1, 2001, are
attached to this Sublease Amendment Number 2.

         1.       The Sublessor hereby subleases unto the Sublessee those
                  premises with the appurtenances thereto situated in the State
                  of Tennessee, County of Shelby, City of Memphis, located at 3
                  North Dunlap Street, more particularly described as follows:

                  Effective October 1, 2002, approximately 644 rentable square
                  feet of office space located on the First Floor of the Van
                  Vleet Building, Rooms C119, C120, C121, C122, C126.

         2.       The Sublessee shall pay annual rent of $7,087.73 ($11.00 per
                  square foot) payable in installments of $590.64 per month for
                  the office space.

         3.       All other terms remain unchanged.

         In witness whereof, this Sublease Amendment Number 2 has been executed
by the parties as indicated below:

TRISTAR ENTERPRISES, INC.                       GTx, INC.

By: /s/ Robert L. Palmer                        By: /s/ Mark E. Mosteller
   ---------------------------------               -----------------------------

Name: Robert L. Palmer                          Name: Mark E. Mosteller

Title: President & CEO                          Title: Chief Financial Officer

Date: 11/5/02                                   Date: 11/5/02



Amendment Number 2


           
C0119              115
C0120              121
C0121              105
C0122               85
C0126               60
              --------
                   486
              x 1.3258
              --------
                644.34
                  x 11
              --------
              7,087.73
                590.64




                           SUBLEASE AMENDMENT NUMBER 3

         This Amendment Number 3 is to the sublease between Tristar Enterprises,
Inc., a Tennessee nonprofit corporation ("Sublessor")and GTx, Inc., a Tennessee
corporation ("Sublessee") signed on October 1, 2000.

         A copy of the sublease, signed on October 1, 2000, a copy of the
original Sublease Amendment, and a copy of Sublease Amendment Number 2, are
attached to this Sublease Amendment Number 3.

         1.       The Sublessor hereby subleases unto the Sublessee those
                  premises with the appurtenances thereto situated in the State
                  of Tennessee, County of Shelby, City of Memphis, located at 3
                  North Dunlap Street, more particularly described as follows:

                  Effective January 1, 2002, approximately 2,437 rentable square
                  feet of office space located on the First Floor of the Van
                  Vleet Building, Rooms C106, C106A, C106B, C106C, C106D, C106E,
                  C106F, C106G, C106H, C107, C110, and C111.

         2.       The Sublessee shall pay annual rent of $120.00 payable in
                  installments of $10.00 per month for the space.

         3.       All other terms remain unchanged.

         In witness whereof, this Sublease Amendment Number 2 has been executed
by the parties as indicated below:

TRISTAR ENTERPRISES, INC.                   GTx, INC.

By: /s/ Robert L. Palmer                    By: /s/ Mark E. Mosteller
   ---------------------------------           ---------------------------------

Name: Robert L. Palmer                      Name: Mark E. Mosteller

Title: President & CEO                      Title: CFO

Date: 11/6/02                               Date: 11/5/02



                                    GTx, INC.
                              DETAIL OF CLEAN ROOM
                              CONSTRUCTION EXPENSES
        CLEAN ROOM LOCATED ON THE FIRST FLOOR OF THE VAN VLEET BUILDING,
                             3 NORTH DUNLAP STREET



     VENDOR                        ITEM                    INVOICE NUMBER     AMOUNT
- ---------------------------------------------------------------------------------------
                                                                             
Clean Rooms West      Clean room construction and HVAC            18593     $10,303.94
Clean Rooms West      Clean room construction and HVAC            18594       1,251.00
Clean Rooms West      Clean room construction and HVAC            18510      73,657.55
Clean Rooms West      Clean room construction and HVAC            17377       9,329.05   $  94,541.54
                                                                            ----------

Steris                Autoclave-sterilizer                    101305900      53,648.99
Steris                Autoclave-sterilizer                    101451916       3,861.28
Steris                Autoclave-sterilizer                    101627455         506.37
Steris                Autoclave-sterilizer                    101625106       2,680.81
Steris                Autoclave-sterilizer                    101694378       3,289.97      63,987.42
                                                                            ----------

Quality Cryogenics    Special piping for liquid nitrogen           3552       1,500.00
Quality Cryogenics    Special piping for liquid nitrogen           6229       4,580.00
Quality Cryogenics    Special piping for liquid nitrogen           6228       8,603.00      14,683.00
                                                                            ----------

White Plumbing        Piping for gases                             3107       5,032.00       5,032.00
                                                                            ----------

Nexair                Gas manifolds                              542767         918.11
                                                                 553743         125.57
                                                                 553737       1,266.53
                                                                 534143       1,742.30
                                                                 534131       5,265.70
                                                                 502403       7,704.05
                                                                 594376          68.78      17,091.04
                                                                            ----------

Pure Water Solutions  Sterilizer Feed Water System                64381       3,072.14       3,072.14
                                                                            ----------   ------------
                      Total Clean Room Costs
                        Incurred by GTx, Inc.                                            $ 198,407.14
                                                                                         ============




                           SUBLEASE AMENDMENT NUMBER 4

         This Amendment Number 4 is to the sublease between Tristar Enterprises,
Inc., a Tennessee nonprofit corporation ("Sublessor")and GTx, Inc., a Tennessee
corporation ("Sublessee") signed on October 1, 200l.

         A copy of the sublease, signed on October 1, 2000, a copy of the
original Sublease Amendment, a copy of Sublease Amendment Number 2, and a copy
of Sublease Amendment Number 3 are attached to this Sublease Amendment Number 4.

         1.       The Sublessor hereby subleases unto the Sublessee those
                  premises with the appurtenances thereto situated in the State
                  of Tennessee, County of Shelby, City of Memphis, located at 3
                  North Dunlap Street, more particularly described as follows:

                  Effective September 1, 2003, approximately 3 10 rentable
                  square feet of office space located on the First Floor of the
                  Van Vleet Building, Rooms C127 and C129.

         2.       The Sublessee shall pay annual rent of $3,410.00 ($11 per
                  square foot) payable in installments of $258.80 per month for
                  the office space.

         3.       All other terms remain unchanged.

         In witness whereof, this Sublease Amendment Number 4 has been executed
by the parties as indicated below:

TRISTAR ENTERPRISES, INC.                      GTx, INC.

By: /s/ Robert L. Palmer                       By: /s/ Mark E. Mosteller
   ----------------------------------             ------------------------------

Name: Robert L. Palmer                         Name: Mark E. Mosteller

Title: President & CEO                         Title: Chief Financial Officer

Date: 8/11/03                                  Date: 8/11/03



                           SUBLEASE AMENDMENT NUMBER 5

         This Amendment Number 5 is to the sublease between Tristar Enterprises,
Inc., a Tennessee nonprofit corporation ("Sublessor")and GTx, Inc., a Tennessee
corporation ("Sublessee")signed on October 1, 2000,

         1.       The Sublessor hereby subleases unto the Sublessee those
                  premises with the appurtenances thereto situated in the State
                  of Tennessee, County of Shelby, City of Memphis, located at 3
                  North Dunlap Street, more particularly described as follows:

                  Effective September 1, 2003, approximately 831 rentable square
                  feet of office space located on the Second Floor of the Van
                  Vleet Building, Rooms S201, S202, S203, S205, and S206.

         2.       The Sublessee shall pay annual rent of $9,141.00 ($11 per
                  square foot) payable in installments of $761.75 per month for
                  the office space.

         3.       All other terms remain unchanged.

         In witness whereof, this Sublease Amendment Number 5 has been executed
by the parties as indicated below:

TRISTAR ENTERPRISES, INC.                       GTx, INC.

By: /s/ Robert L. Palmer                        By: /s/ Mark E. Mosteller
   -------------------------------------           -----------------------------

Name: Robert L. Palmer                          Name: Mark E. Mosteller

Title: President & CEO                          Title: Chief Financial Officer

Date: 8/5/03                                    Date: 8/7/03

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.15

                     TOREMIFENE LICENSE AND SUPPLY AGREEMENT

                                 BY AND BETWEEN

                                ORION CORPORATION

                                 ESPOO, FINLAND

                                       AND

                                    GTX INC.,

                                TENNESSEE, U.S.A.

                                TABLE OF CONTENTS



                                                                                PAGE
                                                                             

1.    DEFINITIONS..................................................................1

      1.1   "Affiliate"............................................................1

      1.2   "Annual Net Sales".....................................................1

      1.3   "Calendar Quarter".....................................................2

      1.4   "Competing Product"....................................................2

      1.5   "DMF"..................................................................2

      1.6   "Field"................................................................2

      1.7   "First Commercial Sale"................................................2

      1.8   "Generic Product"......................................................2

      1.9   "GTX Final Development and Registration Plan"..........................2

      1.10  "GTX Know-How".........................................................2

      1.11  "GTX Patents"..........................................................2

      1.12  "GTX Patent Applications"..............................................3

      1.13  "GTX Patent Rights"....................................................3

      1.14  "GTX Preliminary Development and Registration Plan"....................3

      1.15  "GTX Territory"........................................................3

      1.16  "GTX Unaffiliated Sublicensee".........................................3

      1.17  "Major Country"........................................................3

      1.18  "Manufacturing Patents"................................................3

      1.19  "Net Sales"............................................................3

      1.20  "North American Territory".............................................3

      1.21  "Orion Know-How".......................................................4

      1.22  "Orion Patents"........................................................4

      1.23  "Orion Patent Applications"............................................4

      1.24  "Orion Patent Rights"..................................................4

      1.25  "Orion Product"........................................................4

      1.26  "Orion Unaffiliated Sublicensee".......................................4

      1.27  "Premium"..............................................................4

      1.28  "Product"..............................................................5

      1.29  "Regulatory Approval"..................................................5


                                      -i-

                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                PAGE
                                                                             

      1.30  "ROW Territory"........................................................5

      1.31  "Sales of Generic Product".............................................5

      1.32  "Specifications".......................................................5

      1.33  "Term".................................................................5

      1.34  "Third Party"..........................................................5

      1.35  "Toremifene"...........................................................5

      1.36  "Trademarks"...........................................................5

      1.37  "U.S. FDA".............................................................6

      1.38  "U.S. IND".............................................................6

      1.39  "U.S. NDA".............................................................6

      1.40  "Upfront and Milestone Income".........................................6

      1.41  "Valid Claim"..........................................................6

2.    GRANT AND SCOPE OF RIGHTS GRANTED............................................6

      2.1   Orion Grants to GTX....................................................6

      2.2   No Implied Licenses...................................................10

      2.3   United States Government Rights.......................................10

      2.4   Orion's Right of First Negotiation....................................11

      2.5   Use of Toremifene by GTX for Research.................................12

      2.6   Prohibited Actions....................................................12

3.    PAYMENTS....................................................................12

      3.1   Types of Payments.....................................................12

      3.2   Non-Refundability.....................................................13

      3.3   Royalty Reports and Payments..........................................13

      3.4   Currency..............................................................14

      3.5   No Royalties Payable Between Affiliates...............................14

      3.6   No Multiple Royalties.................................................14

4.    LIAISON.....................................................................14

5.    PAYMENT, RECORD KEEPING AND AUDIT RIGHTS....................................14

      5.1   Method of Payment.....................................................14

      5.2   Late Payments.........................................................15


                                      -ii-

                                TABLE OF CONTENTS
                                   (CONTINUED)


                                                                                PAGE
                                                                             
      5.3   Record Keeping and Audit Rights.......................................14

6.    GTX PRODUCT MARKETING AND SALES ACTIVITIES..................................15

      6.1   Minimum Sales Requirements for USA....................................15

      6.2   No Minimum Sales Requirements Outside of USA..........................16

      6.3   Marketing and Sales Efforts in the Major Countries....................16

      6.4   Product Launch........................................................17

      6.5   Marketing Costs and Expenses..........................................18

      6.6   Marketing Plans and Reports...........................................18

7.    GTX PRODUCT DEVELOPMENT AND REGISTRATIONS...................................18

      7.1   GTX Development and Registration Activities...........................18

      7.2   Development and Registration Costs....................................19

      7.3   GTX Development and Registration Plan.................................20

      7.4   Orion Documentation and Data..........................................21

      7.5   GTX Registration and Marketing Approval Applications..................22

      7.6   Failure to File or Extend.............................................22

      7.7   Reimbursement of Orion Costs..........................................23

8.    CONFIDENTIALITY AND PUBLICITY...............................................23

      8.1   Confidentiality Obligation............................................23

      8.2   Permitted Disclosures.................................................23

      8.3   Confidential Information..............................................23

      8.4   Duration of Confidentiality Obligation................................24

      8.5   Publicity and Announcements...........................................24

9.    TRADEMARKS..................................................................25

      9.1   Use of Trademarks.....................................................25

      9.2   Trademark Filing and Maintenance......................................25

      9.3   Worldwide Trademark Enforcement.......................................25

10.   PATENT OWNERSHIP AND WARRANTIES.............................................25

      10.1  Patent Ownership......................................................25

      10.2  Orion Patent Warranties...............................................25

      10.3  GTX Patent Warranties.................................................25


                                     -iii-

                               TABLE OF CONTENTS
                                  (CONTINUED)


                                                                                PAGE
                                                                             
11.   PATENT PROSECUTION AND INFRINGEMENT.........................................26

      11.1  Orion Patent Filing and Prosecution...................................26

      11.2  GTX Patent Filing and Prosecution.....................................26

      11.3  Notification of Infringement..........................................26

      11.4  Infringement of Third Parties Rights by Orion.........................26

      11.5  Infringement of Third Parties Rights by GTX...........................27

      11.6  Infringement Indemnification..........................................27

      11.7  Termination for Infringement of Third Party Rights....................27

      11.8  Third Party Infringement of Orion Patent Rights.......................27

      11.9  Third Party Infringement of GTX Patent Rights and Trademark...........29

      11.10 Mutual Cooperation....................................................29

      11.11 Patent Challenges.....................................................29

      11.12 Activities During Infringement Litigation.............................29

12.   COMPETING PRODUCTS..........................................................30

      12.1  Obligations With Respect to Competing Products........................30

13.   PRODUCT ORDERS, SUPPLY AND PAYMENTS.........................................31

      13.1  Orion Supply Obligations..............................................31

      13.2  Orion Affiliates and Subcontractors...................................31

      13.3  GTX Forecasts.........................................................31

      13.4  Prices and Payment....................................................32

      13.5  Resale Prices.........................................................33

      13.6  Product Supply for Testing and Registration; Supply of Toremifene.....33

      13.7  Agreement Terms Govern................................................34

      13.8  Price Adjustment for Commercial Supply................................34

      13.9  Termination of Product Supply.........................................35

14.   PRODUCT WARRANTIES AND INDEMNIFICATION......................................35

      14.1  Product Warranties and Limitations....................................35

      14.2  Certificate of Analysis...............................................36

      14.3  Product Inspections...................................................36

      14.4  Product Storage.......................................................36


                                      -iv-


                               TABLE OF CONTENTS
                                  (CONTINUED)


                                                                                PAGE
                                                                             
      14.5  GTX Responsibilities in GTX Territory.................................37

      14.6  Reciprocal Indemnification Provisions.................................37

      14.7  Conditions for Indemnification........................................38

      14.8  Liability Insurance...................................................38

15.   STANDBY MANUFACTURING RIGHTS................................................38

      15.1  Inability to Manufacture or Supply....................................38

16.   MANUFACTURING INSPECTIONS AND CHANGES.......................................39

      16.1  Regulatory Inspections................................................39

      16.2  Orion-initiated Manufacturing Changes.................................39

      16.3  GTX-Initiated Manufacturing Changes...................................39

      16.4  New Dosage Strengths and Formulations.................................40

17.   PRODUCT RECALLS.............................................................41

      17.1  Recall Notification...................................................42

      17.2  Recall Implementation in GTX Territory................................42

      17.3  Recall Costs and Expenses in GTX Territory............................42

18.   ADVERSE DRUG EXPERIENCES....................................................42

      18.1  Adverse Events........................................................42

19.   REPRESENTATIONS AND WARRANTIES..............................................42

      19.1  Representations and Warranties of the Parties.........................42

20.   TERM AND EARLY TERMINATION RIGHTS...........................................43

      20.1  Term..................................................................43

      20.2  Termination for Cause.................................................43

      20.3  Termination by Mutual Agreement.......................................44

      20.4  Other Termination by Orion............................................44

      20.5  Other Termination by GTX..............................................45

      20.6  Effect of Termination.................................................45

21.   NOTICES.....................................................................45

      21.1  Manner of Giving Notices..............................................45

      21.2  Addresses for Notices.................................................46

22.   INTEGRATION.................................................................47


                                      -v-


                               TABLE OF CONTENTS
                                  (CONTINUED)


                                                                                PAGE
                                                                             
23.   ASSIGNMENT..................................................................47

24.   GOVERNING LAW AND DISPUTE RESOLUTION........................................47

      24.1  Governing Law.........................................................47

      24.2  Dispute Resolution....................................................47

      24.3  Effect of Commencing Dispute Resolution...............................48

25.   LIMITATION OF DAMAGES.......................................................48

26.   FORCE MAJEURE...............................................................48

27.   RELATIONSHIP OF PARTIES.....................................................49

28.   SEVERABILITY................................................................49

29.   NON-WAIVER..................................................................49

30.   HEADINGS....................................................................49

31.   GOVERNING LANGUAGE..........................................................49

32.   EXECUTION...................................................................49



                                      -vi-



                AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENT

      THIS AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENT (this "Agreement")
is entered into and made effective as of this 22nd day of October, 2001 (the
"Amendment Date") by and between ORION CORPORATION, a corporation organized and
existing under the laws of Finland and having its principal office at Orionintie
1 FIN-02200 Espoo, Finland ("Orion"), and GTX INC., (fka Genotherapeutics, Inc.)
a corporation organized and existing under the laws of the State of Tennessee,
U.S.A. and having its principal office at 3 North Dunlap Avenue, Van Vleet
Building, Third Floor, Memphis, Tennessee 38163, USA ("GTX").

      WHEREAS, Orion and GTX entered into a Toremifene License and Supply
Agreement effective as of March 30, 2000 (the "Effective Date"), to govern the
Parties' rights and obligations with respect to the research, development,
commercialization and manufacture of Product (as defined in said agreement) (the
"Original Agreement");

      WHEREAS, the Parties desire with this Agreement to supercede the Original
Agreement as of the Amendment Date to provide that GTX shall have the sole
responsibility for researching, developing, registering and commercializing the
Product (as defined below) within the Field (as defined below) worldwide, and
that Orion shall have no monetary or other responsibilities for researching,
developing, registering and commercializing Product, but shall remain
responsible for manufacturing Orion Product (as defined below), as agreed
herein;

      NOW THEREFORE for and in consideration of the mutual covenants contained
herein, the receipt and sufficiency of which are hereby acknowledged, Orion and
GTX (hereinafter individually a "Party"; and collectively the "Parties") hereto
agree as follows:

1.    DEFINITIONS

      For purposes of this Agreement, the following terms shall be defined as
set forth below. Additional terms used in specific Sections of this Agreement
shall be defined in such Sections.

      1.1 "AFFILIATE" shall mean any business entity controlled by a Party, or
which controls a Party, or which is under common control with a Party. "Control"
herein means the direct or indirect ownership of more than fifty percent (50%)
of the authorized issued voting shares in such entity, or such other
relationship as in fact legally results in effective control over the
management, business and affairs of such entity or Party, as the case may be.

      1.2 "ANNUAL NET SALES" shall mean Net Sales (as defined below) in any
calendar year.


                                       1.

      1.3 "CALENDAR QUARTER" shall mean each of the three (3) month periods
beginning on January 1, April 1, July I and October 1 of each year during the
Term (as defined below).

      1.4 "COMPETING PRODUCT" shall mean any pharmaceutical product containing
an anti-estrogen and/or a SERM as a therapeutically active ingredient as well as
any salt thereof, which product is licensed, sold and/or marketed for use in the
Field, including, but not limited to, other dosage forms licensed, sold and/or
marketed for use in the same Field as the Product. Competing Product does not
include Orion Product, its Affiliate or subcontractor, but includes any generic
form of the Product.

      1.5 "DMF" shall have the meaning provided in Section 7.4.

      1.6 "FIELD" shall mean the prevention and treatment of prostate cancer,
which shall mean for purposes hereof: preventing prostate carcinogenesis;
suppressing or inhibiting prostate cancer; reducing the risk of developing
prostate cancer; increasing the survival rate of a subject with prostate cancer;
and treating prostate cancer.

      1.7 "FIRST COMMERCIAL SALE" means in each country, the date the Product is
first sold, marketed, or publicly made available for sale for use in the Field
by GTX, its Affiliate or a GTX Unaffiliated Sublicensee. Product for use in the
Field, distributed or used for clinical trial purposes shall not be considered
sold, marketed or made publicly available for sale and shall not constitute
First Commercial Sale.

      1.8 "GENERIC PRODUCT" shall mean a generic pharmaceutical product for
human use containing Toremifene as an active ingredient and which can be
substituted by the prescriber or dispenser for a Product for use in the Field.

      1.9 "GTX FINAL DEVELOPMENT AND REGISTRATION PLAN" shall mean the final
product development and registration plan for each Product in the Field prepared
by GTX, its Affiliate or a GTX Unaffiliated Sublicensee, as the same may be
modified from time to time pursuant to Section 7.3.

      1.10 "GTX KNOW-HOW" shall mean such non-patented and unpublished
non-clinical, pre-clinical and clinical documentation, information, and data
including information and data in the US IND [ * ] relating to the use of any
anti-estrogen and/or SERM in the Field, that is owned or controlled by, and
disclosable by and available to, GTX and its Affiliates as of the Effective Date
or at any time during the Term, including but not limited to all registration
materials for the Product developed, acquired or compiled by GTX and/or its
Affiliates as of the Effective Date or at any time during the Term, and all
non-patented and unpublished documentation, information and data relating to the
formulation, manufacture and/or quality control of the Product that is owned or
controlled by GTX and/or its Affiliates as of the Effective Date or at any time
during the Term.

      1.11 "GTX PATENTS" shall mean the patents issued from GTX Patent
Applications as of the Effective Date and other patents owned or controlled by
GTX and its Affiliates that are issued at any time during the Term and that
relate to the manufacture, sale or use of any anti-estrogen and/or SERM for use
in the Field (including any divisions, continuations, continuations-


                                       2.

in-part, re-examinations, reissues, additions, renewals and extensions thereof).
GTX Patents in existence as of the Effective Date are set forth in Part I of
Schedule A.

      1.12 "GTX PATENT APPLICATIONS" shall mean patent applications of GTX
and/or its Affiliates pending as of the Effective Date and patent applications
owned or controlled by GTX and/or its Affiliates that are filed at any time
during the Term, in each case that relate to the manufacture, sale or use of any
anti-estrogen and/or SERM for use in the Field (including any divisions,
continuations, continuations-in-part, re-examinations, reissues, additions,
renewals and extensions thereof). GTX Patent Applications in existence as of the
Effective Date are set forth in Part II of Schedule A. For purposes of this
Agreement, the Parties acknowledge that GTX Patent Applications shall include
patent application U.S. Serial No. [ * ] which claims the use of Product in the
Field, which application is in the name of and owned by The University of
Tennessee Research Corporation. GTX represents and warrants that it has acquired
sufficient rights and licenses from The University of Tennessee Research
Corporation to said application for the purpose of performing its obligations
under this Agreement.

      1.13 "GTX PATENT RIGHTS" shall mean GTX Patents and GTX Patent
Applications.

      1.14 "GTX PRELIMINARY DEVELOPMENT AND REGISTRATION PLAN" shall mean the
preliminary product development plan for the development of the Product in the
Field prepared by GTX which has been provided to Orion prior to Effective Date,
and which was attached to the Original Agreement.

      1.15 "GTX TERRITORY" shall mean all countries or territories worldwide.

      1.16 "GTX UNAFFILIATED SUBLICENSEE" shall mean any sublicensee of GTX
other than a GTX Affiliate. For avoidance of doubt, Orion shall not be a GTX
Unaffiliated Sublicensee.

      1.17 "MAJOR COUNTRY" shall mean the United States of America including its
fifty states, the District of Columbia, Puerto Rico, and all other USA
territories and possessions ("USA"), Canada, Japan, Great Britain, France,
Germany, Spain and Italy.

      1.18 "MANUFACTURING PATENTS" shall have the meaning provided in Section
7.6.

      1.19 "NET SALES" shall mean the invoiced gross sales of the Product to a
Third Party which is not a GTX Unaffiliated Sublicensee, less: (A) credits and
allowances or adjustments (consistent with generally accepted accounting
principles), granted to such customers on account of rejections, recalls or
returns of the Product previously sold; (B) any customary and reasonable trade
and cash discounts, rebates, including government rebates, granted in connection
with sale of Product to such customers; (C) sales, tariff duties and/or use
taxes directly imposed and with reference to particular sales; and (D) outbound
transportation prepaid or allowed, amounts allowed or credited on returns,
export licenses, import duties, value added tax, and prepaid freight.

      1.20 "NORTH AMERICAN TERRITORY" shall mean (i) the USA (ii) Mexico, and
(iii) Canada.


                                       3.

      1.21 "ORION KNOW-HOW" shall mean such non-patented and unpublished
non-clinical, pre-clinical and clinical documentation, information, and data
relating to the Orion Product that is owned or controlled by, and disclosable by
and available to, Orion and its Affiliates as of the Effective Date or at any
time during the Term which is necessary for the development by GTX of Product
for use in the Field (including without limitation filing an application for
Regulatory Approval for the Product for use in the Field), including information
and data in U.S. NDA [ * ] relating to the Orion Product, registration materials
for the Orion Product, documentation, information and data relating to the
formulation and/or quality control of the Orion Product. Except as otherwise
provided in Sections 7.6, 13.9, 15.1, 16.3.2, 16.4 and 20.2, Orion Know-How
shall exclude information relating to Orion's manufacture of Toremifene (as
defined below) and Orion Product (as defined below).

      1.22 "ORION PATENTS" shall mean the patents owned or controlled by Orion
that are directed to the compound Toremifene per se, and relate to the use or
sale of Toremifene and all other patents issued from Orion Patent Applications
during the Term (including any divisions, continuations, continuations-in-part,
re-examinations, reissues, additions, renewals and extensions thereof). Orion
Patents in existence as of the Effective Date are set forth in Part I of
Schedule B. Schedule B shall be amended by Orion from time to time during the
Term to include future Orion Patents.

      1.23 "ORION PATENT APPLICATIONS" shall mean patent applications owned or
controlled by Orion and its Affiliates that are pending as of the Effective
Date, and patent applications owned or controlled by Orion and its Affiliates
that are filed at any time during the Term, in each case that are directed to
the compound Toremifene per se and relate to the use or sale of Toremifene
(including any divisions, continuations, continuations-in-part, re-examinations,
reissues, additions, renewals and extensions thereof). Orion Patent Applications
in existence as of the Amendment Date are set forth in Part II of Schedule C.
Schedule C shall be amended by Orion from time to time during the Term to
include future Orion Patent Applications.

      1.24 "ORION PATENT RIGHTS" shall mean Orion Patents and Orion Patent
Applications.

      1.25 "ORION PRODUCT" shall mean tablets containing [ * ] of Toremifene
respectively, that are manufactured by Orion and are commercially available as
of the Amendment Date, and such other dosage strength or formulation of
Toremifene as a therapeutically active ingredient as Orion may agree to
manufacture pursuant to Section 16.4.

      1.26 "ORION UNAFFILIATED SUBLICENSEE" shall mean any licensee or
sublicensee under the Orion Patent Rights, other than an Orion Affiliate, GTX, a
GTX Affiliate or a GTX Unaffiliated Sublicensee.

      1.27 "PREMIUM" shall mean, with respect to an equity investment by a Third
Party in GTX, an amount equal to the difference between the total consideration
paid for the purchase of shares of GTX stock and the fair market value of such
stock, as defined herein. Such fair market value shall be equal to either (i) if
GTX has not had an initial public offering of its stock prior to the date of
such investment by such Third Party, and does not conduct such a public offering
concurrently with such investment, the average price per share of GTX stock
offered in GTX's two (2) most recent rounds of equity financing, multiplied by
the number of shares of GTX stock


                                       4.

issued to such Third Party investor, also on an as-warranted basis, or (ii) if
GTX has had an initial public offering of its stock prior to the date of such
investment by such Third Party, or is then conducting such a public offering
concurrently with such Third Party investment, the trading price of a share of
GTX common stock on the date such Third Party investment is made (or, if such
date is not a trading day, the price of a share of GTX common stock on the most
recent trading day prior to the date of such investment, and if such Third Party
investment occurs concurrent with the initial public offering, then the price
per share at which stock is offered to the public), multiplied by the number of
shares issued to such Third Party investor.

      1.28 "PRODUCT" shall mean any pharmaceutical product for human use within
the Field containing Toremifene as a therapeutically active ingredient.

      1.29 "REGULATORY APPROVAL" shall mean all governmental approvals required
to import, market, promote and sell the Product for use in the Field in any
given country or territory in the GTX Territory, including but not limited to,
product registrations, medical approvals and price and marketing approvals.

      1.30 "ROW TERRITORY" shall mean the GTX Territory except the North
American Territory and Japan.

      1.31 "SALES OF GENERIC PRODUCT" shall mean the documented sale and use of
a Generic Product.

      1.32 "SPECIFICATIONS" shall mean the current specifications (as of the
Amendment Date) for the Orion Product, as such specifications are, with regard
to [ * ] containing Toremifene, set forth in the Orion NDA [ * ] approved by the
U.S. FDA, and with regard to [ * ] and [ * ] tablet of Orion Product set forth
in Schedule C (Copies of such current specifications are set forth in Schedule C
attached hereto and made a part hereof.) The Specifications shall also include
any other modified or additional specifications applicable to Orion Product
which may be manufactured by Orion, pursuant to Section 16.3 or 16.4. Schedule C
may be amended from time to time as necessary to reflect modifications to the
Specifications that may be implemented pursuant to Section 16.3 or to include
Specifications for any Other Product that Orion may agree to manufacture
pursuant to Section 16.4.

      1.33 "TERM" shall mean the period commencing on the Amendment Date and
continuing, on a country by country basis until the date of expiration or
invalidation of the last to expire or be invalidated of the GTX Patent Rights,
subject to earlier termination under Section 20 as provided herein.

      1.34 "THIRD PARTY" or "Third Parties" shall mean any party or parties
other than GTX, Orion, an Affiliate of GTX, or an Affiliate of Orion.

      1.35 "TOREMIFENE" shall mean [ * ].

      1.36 "TRADEMARKS" shall mean the trademarks GTX selects and registers for
the Product in the Territory in accordance with Section 9 of this Agreement.


                                       5.

      1.37 "U.S. FDA" shall mean the United States Food and Drug Administration
and any successor regulatory agency.

      1.38 "U.S. IND" shall mean an Investigational New Drug Application filed
with the U.S. FDA.

      1.39 "U.S. NDA" shall mean a New Drug Application filed with the U.S. FDA.

      1.40 "UPFRONT AND MILESTONE INCOME" shall have the meaning provided in
Section 3.1.1(c).

      1.41 "VALID CLAIM" shall mean a claim of an issued patent which has not
expired and which has not been held revoked, invalid or unenforceable by
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed with the time allowed for appeal having expired, and
which has not been admitted to be invalid through reissue or disclaimer or
otherwise.

2.    GRANT AND SCOPE OF RIGHTS GRANTED

      2.1 ORION GRANTS TO GTX

            2.1.1 License Grants. Orion hereby grants to GTX:

                  (I) an exclusive right and license, with the right to grant
sublicenses as provided in Section 2.1.4, under Orion Patent Rights and Orion
Know-How, to develop, use, have used, sell, have sold, import, market and
distribute the Product in the North American Territory and in Japan in the
Field;

                  (II) a non-exclusive right and license, with the right to
grant sublicenses as provided in Section 2.1.4, under Orion Patent Rights and
Orion Know-How, to develop, use, have used, sell, have sold, import, market and
distribute the Product in the ROW Territory for exclusive use in the Field;

                  (III) a non-exclusive license, under the Orion Patents and
Orion Know-How, to perform research and preclinical development activities in
accordance with Section 2.5 using the Powder (as defined in Section 13.6.2) to
be provided to GTX pursuant to Section 13.6.2; and

      Licenses under Sections 2.1.1 (i) and (ii) may be expanded to include the
right to make and have made Products as provided in Sections 7.6, 13.9, 15.1,
16.3.2, 16.4 and 20.2.2 on such terms as are set forth in such Sections.

      For the avoidance of doubt, nothing herein shall limit or restrict or be
construed to limit or restrict Orion from using, and GTX acknowledges that Orion
may use Toremifene and Product as a reference compound and/or product in its R&D
and business activities.

            2.1.2 MANUFACTURING RIGHTS RESERVED. Except as otherwise provided in
Sections 7.6, 13.9, 15.1, 16.3.2, 16.4 and 20.2.2, Orion retains the exclusive
right to manufacture


                                       6.

or have manufactured Toremifene, Orion Product and Product including, without
limitation, any Toremifene and Orion Product to be supplied to GTX under this
Agreement and subject to Sections 7.6, 13.9, 15.1, 16.3.2, 16.4 and 20.2.2
herein, during the Term GTX undertakes to purchase all its requirement of
Product exclusively from Orion.

            2.1.3 USE OF ORION KNOW-HOW. Under the licenses granted pursuant to
Sections 2.1.1 (i)-(ii), GTX shall, subject to the terms and conditions of this
Agreement, including without limitation Section 8, have the right to use and
reference Orion Know-How in support of GTX's clinical trials and applications
for Regulatory Approval within the Field for the Product in the GTX Territory.
Subject to the license rights granted hereunder, Orion retains full ownership
rights to all Orion Know-How.

            2.1.4 SUBLICENSING. GTX shall have the right to sublicense its
rights received under this Agreement in the GTX Territory to any Third Party,
provided that GTX shall notify Orion within fifteen (15) days after execution of
an agreement between GTX and a GTX Unaffiliated Sublicensee. GTX shall endeavor
to include in its agreement with each GTX Unaffiliated Sublicensee a provision
stating that, upon termination of this Agreement, such Sublicensee and Orion
shall discuss, and as appropriate, negotiate the terms and conditions under
which Orion and such sublicensee would be willing to collaborate with regard to
the further development and/or commercialization of the Product for use in the
Field in which GTX and such sublicensee were previously developing and/or
commercializing Products, provided that any such further development and/ or
commercialization of the Product by Orion and such sublicensee shall be subject
to and conditioned by a definite written agreement, if any, accepted and signed
by duly authorized representatives of Orion. GTX shall forward to Orion a
complete copy of each sublicense agreement. No sublicense shall relieve GTX of
any of its obligations or commitments under this Agreement and GTX shall cause
its Affiliates and GTX Unaffiliated Sublicensees to comply with all of GTX
obligations and commitments under this Agreement.

      GTX shall remain jointly and severally liable to Orion with its
Affiliate(s) and GTX Unaffiliated Sublicensee(s) that obtain a sublicense under
the licenses granted to GTX pursuant to Section 2.1.1 for performance of GTX's
obligations under this Agreement. GTX shall be responsible for complying and
ensuring that such of its Affiliates and GTX Unaffiliated Sublicensees, as
applicable, comply with all relevant laws, regulations and requirements relating
to the importation, packaging, distribution, marketing, promotion, sale and use
of Product in the GTX Territory.

      Orion shall have the right to propose to GTX one or more potential
sub-licensees for the Product for use in the Field in Japan, South Korea and
China (including, for the purpose of this Agreement, the People's Republic of
China and Taiwan). GTX shall consider such proposal(s) in good faith when
appointing a sub-licensee for the Product for use in the Field for Japan, South
Korea and China. After the Amendment Date, Orion may disclose to its current
licensee for Toremifene in the breast cancer field in the USA, Japan, South
Korea and China the existence of this Agreement and the fact that it pertains to
the development and commercialization of Toremifene in the Field, [ * ].

            2.1.5 GTX RIGHTS OF FIRST NEGOTIATION


                                       7.

                  (A) Orion grants GTX, on a country by country basis, the right
of first negotiation to negotiate further agreements under commercially
reasonable terms and conditions regarding the further development, registration,
promotion, marketing, sales and distribution of a pharmaceutical product for
human use within the Field containing anti-estrogens and/or SERMs, including
analogs, metabolites, and/or derivatives thereof, as the active ingredient (a)
which is covered by a Valid Claim within the GTX Patent Rights in such country;
and (b) for which Orion has both a license or other right to develop and
commercialize such products and within five (5) years after the Amendment Date,
Orion has commenced Phase I clinical trials for such product anywhere in the
world for a primary indication falling within the Field (a product fulfilling
(a) and (b), hereinafter referred to as "Additional Product"). Within thirty
(30) days after GTX's receipt in writing of a first offer from Orion regarding
commercially reasonable terms and conditions for obtaining rights in and to such
Additional Product, GTX shall notify Orion in writing if it wishes to enter into
negotiations with respect to such Product. Should GTX elect to exercise such
right, the Parties agree to negotiate in good faith the commercially reasonable
terms and conditions for a letter of intent to be completed within ninety (90)
days of receipt by Orion of such notification from GTX Any deadlines may be
extended by mutual written agreement. Should GTX fail to provide written
notification to Orion by the end of the thirty (30) day period, or GTX notifies
Orion that it does not wish to enter into negotiations; or the Parties, despite
conducting good faith negotiations, are unable to finalize the commercial terms
of the letter of intent within the ninety day (90) period, GTX shall have no
further rights in the anti-estrogens and/or SERM including analogs, metabolites,
and/or derivatives thereof, and Orion shall be free to contract with a Third
Party concerning same or itself pursue the development, registration, promotion,
marketing, sales and distribution of such Additional Product.

                  (B) During the term of any Orion Patent or pendency of Orion
Patent Application in the relevant country, Orion grants GTX, on a country by
country basis and as set forth in this Section 2.1.5 (b), a right of first
negotiation to negotiate with Orion an agreement under which GTX would, on
commercially reasonable terms and conditions, develop, register, promote,
market, sell and distribute pharmaceutical products containing Toremifene for
use outside the Field ("Other Activities"), provided, however, that such right
of first negotiation described in this Section 2.1.5(b) shall not extend to
breast cancer indications.

                        (I) If after the Amendment Date, a Third Party
(including without limitation an Orion Unaffiliated Sublicensee or a GTX
Unaffiliated Sublicensee) approaches Orion in writing and indicates its desire
to obtain a license and/or other rights from Orion to conduct Other Activities,
or if an Orion Affiliate refers such a Third Party having such interest to
Orion, then Orion shall advise such Third Party to approach GTX and discuss such
Other Activity with GTX. Orion shall for a period of two hundred and ten (210)
days from the date that Orion notifies GTX in writing that a Third Party has an
interest in an Other Activity, refrain from granting such Third Party such
license and/or other rights to conduct such Other Activities. If GTX desires to
obtain a license and other support from Orion to conduct such Other Activities
(alone or together with such Third Party) GTX shall notify Orion in writing
thereof. If GTX so notifies Orion, then the Parties shall negotiate exclusively
with each other the terms of a binding, commercially reasonable license
agreement under which Orion would grant GTX a license to conduct such Other
Activities and provide other related support to GTX, provided that GTX's right
to conduct such Other Activity shall be subject to and conditioned by, and
become effective only upon the execution by the Parties of a separate, mutually
acceptable written


                                       8.

agreement, if any, with respect thereto. Such negotiations, if any, shall
continue for up to one hundred and eighty (180) days after Orion receives such
notification from GTX or until the expiry of said period of two hundred and ten
(210) days, which ever is earlier (hereinafter referred to as "Negotiation
Period"). If the Parties, despite conducting good faith negotiations, if any,
are unable to or do not finalize and execute a binding license agreement within
the Negotiation Period, then GTX shall have no rights with respect to such Other
Activities, and Orion and/or its Affiliate shall have the right to conduct such
Other Activities alone or together with a Third Party(ies) or grant a Third
Party a license and/or other rights from Orion to conduct Other Activities
without any obligation to GTX.

                        (II) If after the Amendment Date a Third Party
(including without limitation an Orion Unaffiliated Sublicensee or a GTX
Unaffiliated Sublicensee) approaches GTX or a GTX Affiliate and indicates its
desire to obtain a license and/or other rights to conduct Other Activities, then
GTX shall Promptly notify Orion in writing. Within thirty (30) days after GTX
provides any such notice to Orion, GTX shall inform Orion if GTX desires to
negotiate the terms and conditions under which GTX would be willing to obtain a
license from Orion to conduct the Other Activities that are the subject of such
notice. If GTX so notifies Orion of its interest, then the Parties shall
negotiate exclusively with each other a letter of intent providing for the
material, commercially reasonable terms and conditions under which Orion would
be willing to grant GTX a license to conduct such Other Activities and provide
other related support to GTX. Such negotiations shall continue for up to one
hundred and eighty (180) days after Orion receives such notification from GTX.
If GTX fails to provide written notice to Orion of GTX's interest in conducting
such Other Activities by the end of such thirty (30) day period, or if the
Parties, despite conducting good faith negotiations, are unable to finalize such
a letter of intent within such one hundred and eighty (180) day period, then GTX
shall have no further rights with respect to such Other Activities, and Orion
shall have the right to grant to such Third Party a license and/or other rights
to conduct such Other Activities without further obligation to GTX with respect
to such Other Activities. If the Parties finalize a letter of intent pursuant to
this subsection (ii) providing for the material terms and conditions under which
GTX would obtain a license conduct Other Activities within such one hundred and
eighty (180) day period, then the Parties shall promptly thereafter meet to
negotiate an agreement setting forth more fully the terms and conditions
contained in such letter of intent as well as other applicable terms and
conditions typically contained in agreements of similar nature, provided that
GTX's right to conduct such Other Activity shall be subject to and conditioned
by, and become effective only upon the execution by the Parties of a separate,
mutually acceptable written agreement, with respect thereto, if any, and further
provided that neither GTX nor Orion shall either itself conduct such Other
Activities or grant any Third Party the right to do so unless (I) GTX has
provided Orion notice that it is not interested in conducting such Other
Activity, or (II) GTX has failed to provided Orion with such notice of its
interest in conducting such Other Activity within such thirty (30) day period,
or (III) the Parties fail to agree upon the terms of a letter of intent or
execute such agreement within the applicable one hundred eighty (180) day
period, which ever of items (I)-(III) occur first.

                        (III) If after the Amendment Date Orion or an Orion
Affiliate desires to initiate the conduct of Other Activities, then Orion shall
promptly so notify GTX in writing. Within thirty (30) days after GTX receives
any such notification from Orion, GTX shall inform Orion if GTX desires to
negotiate the terms and conditions under which Orion would be


                                       9.

willing to grant GTX a license and other support from Orion to conduct the Other
Activities that are the subject of such notice. If GTX so notifies Orion of its
interest, then the Parties shall negotiate exclusively with each other on a
binding, commercially reasonable license agreement under which Orion would grant
GTX a license to conduct such Other Activities and Orion would provide other
related support to GTX, provided that GTX's right to conduct such Other Activity
shall be subject to and conditioned by, and become effective only upon the
execution by the Parties of a separate, mutually acceptable written agreement,
if any, with respect thereto. Such negotiations shall continue for up to one
hundred and eighty (180) days after Orion receives such notification from GTX.
If GTX fails to provide written notice to Orion of GTX's interest in conducting
such Other Activities by the end of such thirty (30) day period, or if the
Parties, despite conducting good faith negotiations, are unable to finalize and
execute a binding license agreement within such one hundred and eighty (180) day
period, then GTX shall have no rights with respect to such Other Activities, and
Orion or its Affiliate shall have the right to conduct such Other Activities
alone or together with a Third Party(ies) without any obligation to GTX. Orion
shall not grant a license to any Third Party to commercialize products
containing Toremifene for such Other Activities unless and until (I) GTX has
provided Orion notice that it is not interested in conducting such Other
Activity, or (II) GTX has failed to provide Orion with such notice of its
interest in conducting such Other Activity within such thirty (30) day period,
or (III) the Parties fail to execute such binding license agreement within such
one hundred eighty (180) day period, which ever of items (I)-(III) occur first.

                        (IV) If GTX desires to conduct Other Activities, then
GTX shall promptly notify Orion in writing of GTX's desire to conduct such Other
Activity and the terms and conditions under which GTX would be willing to obtain
a license to conduct such Other Activities and other related support from Orion,
provided that any such license to GTX to conduct such Other Activity shall be
subject to and conditioned by, and become effective only upon the execution by
the Parties of a separate, mutually acceptable written agreement, if any
("Additional Agreement"). If GTX so notifies Orion of its interest, then the
Parties shall discuss, and as appropriate, negotiate exclusively with each other
with regard to an Additional Agreement for up to one hundred and eighty (180)
days after Orion receives such notification from GTX. If the Parties are unable
to or do not finalize and execute such Additional Agreement within such one
hundred and eighty (180) day period, then GTX shall have no rights with respect
to such Other Activities, and Orion or its Affiliate shall have the right to
itself conduct such Other Activities or to grant to such Third Party a license
and/or other right to conduct such Other Activities without further obligation
to GTX with respect thereto.

                        (V) Any deadlines provided in this Section 2.1.5(b) may
be extended by mutual written agreement of the Parties. GTX's rights under this
Section 2.1.5(b) shall apply on an indication by indication basis.

      2.2 NO IMPLIED LICENSES. Any rights not expressly granted by either Party
to the other Party in this Agreement are expressly reserved by the Party owning
or controlling such rights and, accordingly, no licenses other than those
specified herein shall be deemed granted by this Agreement by implication,
estoppel or otherwise.

      2.3 UNITED STATES GOVERNMENT RIGHTS. In the event it is determined that
any GTX Patent Rights were developed with the support of the United States
Government or any agency


                                      10.

thereof (the "Government"), the Government will retain rights in the GTX Patent
Rights as set forth in Title 35 U.S.C. Section 200 et seq. All rights herein
granted to GTX are subject to any such rights held by the Government and further
subject to any restrictions or obligations that may be imposed by the Government
pursuant to such rights, at such time that it is determined.

      2.4 ORION'S RIGHT OF FIRST NEGOTIATION.

            2.4.1 Whereas Orion has considerable knowledge and experience in the
marketing, sales and distribution of pharmaceutical products in, inter alia,
Scandinavia (which term shall for purpose of this Section 2.4 comprise the
countries of Denmark, Finland, Norway and Sweden), GTX undertakes to regard
Orion as its preferential partner for the marketing, sales and distribution of
the Product in Scandinavia for use in the Field. Consequently, GTX grants, and
shall cause its Affiliates and Unaffiliated Sublicensees who receive a
sublicense under the license granted to GTX pursuant to Section 2.1.1 in
Scandinavia to grant, to Orion a right of first negotiation to negotiate in good
faith an agreement(s) under commercially reasonable terms and conditions
regarding the marketing, sales and/or distribution by Orion of the Product in
Scandinavia for use in the Field, with the express understanding that such
commercially reasonable terms and conditions shall not comprise an obligation to
develop and register the Product for use in the Field in any country of
Scandinavia.

            2.4.2 Within thirty (30) days after Orion's receipt of a first
written offer from GTX regarding commercially reasonable terms and conditions
governing such rights, Orion shall notify GTX in writing if it wishes to
negotiate the terms and conditions under which Orion could obtain the rights
contemplated in this Section 2.4. Should Orion so exercise such right, the
Parties shall negotiate exclusively with each other and in good faith the
commercially reasonable terms and conditions for a license and distribution
agreement for the marketing, sales and distribution by Orion of the Product in
Scandinavia for use in the Field, such negotiations to be completed within one
hundred and eighty (180) days from the date of Orion's notification to GTX. Any
deadlines may be extended by mutual agreement upon reasonable request. If Orion
fails to provide written notification to GTX by the end of the thirty (30) day
period; Orion notifies GTX that it does not wish to enter into negotiations; or
the Parties, despite conducting good faith negotiations, are unable to finalize
the material commercial terms of agreement within such one hundred and eighty
(180) day period (any such event, a "Termination of the Orion Right"), Orion
shall have no further right under this Agreement to market, sell and distribute
the Product in Scandinavia and GTX shall be free to offer to or enter into an
agreement with any Third Party or any GTX Affiliate with respect to such
activities after the Termination of the Orion Right occurs.

            2.4.3 In the event that GTX's Unaffiliated Sublicensee for Product
for use in the Field in the USA does not obtain the right and license to sell,
have sold, import, market and distribute the Product in the Field in Europe at
the time of execution of the sublicense agreement for the Product for use in the
Field in the USA, then Orion shall, on the terms and conditions of Sections
2.4.1 and 2.4.2, have a right of first negotiation to negotiate in good faith an
agreement(s) under commercially reasonable terms and conditions regarding the
marketing, sales and/or distribution of the Product for use in the Field in
Europe.


                                      11.

      2.5 USE OF TOREMIFENE BY GTX FOR RESEARCH. Subject to Sections 2.1.1 (iii)
and 13.6.2, GTX may use the Powder provided to it pursuant to Section 13.6.2 to
perform stability studies and other activities with respect to Products for use
in the Field that are necessary for supporting Regulatory Approval of Products
or expanding the indications for Products within the Field. GTX shall, upon
Orion's request therefor, provide Orion with written updates of any and all
activities undertaken by or on behalf of it pursuant to this Section 2.5, and
with the results thereof in reasonable detail.

      2.6 PROHIBITED ACTIONS. During the Term of this Agreement, Orion shall not
grant any rights to any Third Party that are inconsistent with the licenses
granted to GTX pursuant to Section 2.1.1.

3.    PAYMENTS

      3.1 TYPES OF PAYMENTS. For the rights, privileges and licenses granted
hereunder, GTX shall pay Orion in the manner provided as follows:

            3.1.1 In the event GTX or its Affiliate receives Upfront and
Milestone Income (as defined in Section 3.1.1(c)), GTX shall pay Orion as
follows:

                  (A) Any Upfront and Milestone Income shall first be applied to
[ * ] both prior to and after the Amendment Date, and also for the [ * ].

                  (B) Upon full reimbursement of such [ * ] pursuant to Section
3.1.1 (a), any remaining Upfront and Milestone Income (the "Net Upfront and
Milestone Income") shall then be paid by GTX to Orion as follows:

                        (I) GTX shall pay Orion [ * ] of the portion of Net
Upfront and Milestone Income that is [ * ]; and

                        (II) [ * ] of the portion of the Net Upfront and
Milestone Income that is [ * ].

                  (C) For the purposes of this Agreement, "Upfront and Milestone
Income" shall mean any bona fide consideration (either in cash or non-cash form)
received by GTX or its Affiliate from a GTX Unaffiliated Sublicensee for
sublicensing GTX's rights in and to the Product for use in the Field in the GTX
Territory excluding: (i) Royalty Income (as defined in Section 3.1.4); (ii) cost
of goods payments for supply of Product manufactured by Orion and supplied at
the prices set forth in Section 13 herein below, or payments to reimburse GTX's
fully burdened costs of manufacturing or having manufactured Product by or on
behalf of GTX as permitted under this Agreement; (iii) in the form of a loan; or
(iv) for the purchase of an equity interest in GTX (except to the extent such
purchase price is a Premium over the fair market value of such stock, in which
case the Premium, but not the portion of such price that is at the fair market
value of such stock, shall be included in Upfront and Milestone Income).
Notwithstanding the foregoing, if GTX receives Upfront and Milestone Income
received in the form described in (ii) or (iii) [ * ]. For example and without
limitation, if [ * ].


                                      12.

            3.1.2 If GTX is Acquired prior to the first Regulatory Approval of
Product for use in the Field, then GTX shall pay to Orion an amount equal to
[ * ] or [ * ] of the fair market value of GTX at the time of such acquisition.
"Acquired" means that GTX either (i) sells all or substantially all of its
assets to a Third Party, or (ii) is merged with or consolidated or reorganized
into a Third Party, or becomes a subsidiary of a Third Party, and, as a result
of such transaction, the stockholders of GTX immediately prior to such
transaction own less than fifty percent (50%) of the surviving parent entity.

            3.1.3 For commercial sales of each Product by GTX, or its Affiliates
in a country of GTX Territory commencing on the First Commercial Sale of
Product, GTX shall during the Term pay Orion a running royalty in the amount of
[ * ] of Net Sales of Product on a country by country basis, subject to the
provisions of Sections 3.1.6 and 20.2.2.

            3.1.4 Subject to the provisions of Sections 3.1.6 and 20.2.2, in the
event GTX receives running royalty income from GTX Unaffiliated Sublicensees for
sublicensing GTX's rights in and to the Product for use in the Field and/or
based upon sales by GTX Unaffiliated Sublicensees of Product for use in the
Field in the Territory ("Royalty Income"), GTX shall during the Term pay Orion
the lesser of, on a country by country basis, either (i) [ * ] of such Royalty
Income; or (ii) [ * ] of such GTX Unaffiliated Sublicensees, provided, however,
that in no event shall the amounts due to Orion pursuant to this Section 3.1.4
be [ * ] of Net Sales of such GTX Unaffiliated Sublicensees.

            3.1.5 As of December 31, 2000, an upfront license fee of [ * ] (the
"Upfront License Fee"), was paid in full by GTX to Orion. This payment shall be
creditable by GTX against fees or payments due to Orion with respect to Upfront
and Milestone Income pursuant to Section 3.1.1.

            3.1.6 If a Generic Product is sold in any Major Country of the GTX
Territory, and, for two (2) succeeding calendar quarters the Sales of Generic
Product in that country [ * ] of the sales of Product (calculated on a unit
basis) in that country, then the royalty on Net Sales owed by GTX to Orion under
Section 3.1.3 and the payments due to Orion on Royalty Income pursuant to
Section 3.1.4, respectively, shall be reduced to [ * ] of the amount otherwise
due to Orion pursuant to either Section 3.1.3 or 3.1.4, as applicable, with
regard to such country with such reduction to be applicable to the immediately
succeeding calendar quarter only.

      3.2 NON-REFUNDABILITY. All milestone payments GTX makes to Orion pursuant
to Section 3.1.1 shall be non-refundable once paid. However, if this Agreement
is terminated for any reason prior to a given milestone payment becoming due or
if the events specified for a given milestone payment do not occur, then GTX
shall have no obligation to make such milestone payment.

      3.3 ROYALTY REPORTS AND PAYMENTS. Commencing with the first Calendar
Quarter in which GTX, its Affiliates or a GTX Unaffiliated Sublicensees make the
First Commercial Sale of the Product, GTX shall provide Orion with a written
report of Net Sales and Royalty Income on a country-by-country basis within
forty-five (45) days after the last day of March, June, September and December
for Royalty Income accruing on Net Sales during the three (3)


                                      13.

preceding calendar months. Concurrently with the submission of each such written
report, GTX shall pay or cause to be paid to Orion the total amount of royalties
shown to be due thereon.

      3.4 CURRENCY. GTX shall make all Upfront and Milestone Income and royalty
payments to Orion pursuant to Section 3.1 in U.S. Dollars except that GTX shall
make all cost of goods payments to Orion pursuant to Section 13 in euros. Where
royalty payments are made, payments earned shall be first determined by GTX in
the currency of the country where the Net Sales on the sales giving rise to
payments were made and then converted directly to its equivalent in U.S.
dollars. The rates of exchange for converting the currencies involved to U.S.
dollars shall be the Foreign Exchange Rates quoted in the Wall Street Journal
rate on the last business day of the quarterly period in which the royalty
payments were earned.

      3.5 NO ROYALTIES PAYABLE BETWEEN AFFILIATES. No royalties shall be payable
to a Party on sales between the other Party, its Affiliates or between the
Party's Affiliates.

      3.6 NO MULTIPLE ROYALTIES. No multiple royalties shall be payable because
the Product, its manufacture, use or sale is or shall be covered by multiple
patents.

4.    LIAISON

      Representatives of the Parties shall meet bi-annually or as otherwise
agreed to review development, sales and marketing activities for the Product for
use in the Field in the GTX Territory, with the exact dates and locations of
such meetings to be mutually agreed upon. Such meetings shall alternate between
GTX's and Orion's offices or be at other mutually agreed upon locations, with
each Party to be responsible for the travel and living costs and expenses of its
own representatives attending such meetings.

5.    PAYMENT, RECORD KEEPING AND AUDIT RIGHTS

      5.1 METHOD OF PAYMENT. In the event of any required tax withholding, the
paying Party will provide the receiving Party with any relevant certificates or
documents required for national, state or local tax credit and reporting
purposes. Payments hereunder shall not be creditable against any other amounts
payable by a Party under this Agreement, except as otherwise expressly stated
herein. All payments shall be made by bank wire transfer (e.g., "SWIFT" or other
comparable electronic transfer method) to such account(s) as the receiving Party
shall designate beforehand in writing to the paying Party. Payments shall be
deemed paid once funds are freely available to the receiving Party at such
account(s).

      5.2 LATE PAYMENTS. The Party entitled to payment hereunder reserves the
right to charge the paying Party interest on any amounts owing from the paying
Party which are overdue by more than fourteen (14) business days at a rate of
[ * ] per annum, or the maximum rate allowed by law, whichever is lower,
calculated from the date any payment was due and payable.

      5.3 RECORD KEEPING AND AUDIT RIGHTS. Each Party shall keep or cause to be
kept accurate records relating to Net Sales, royalties, development and any
other costs and expenses subject to payment, deduction or reimbursement by
either Party to the other Party in sufficient detail to enable the amounts
payable hereunder to be determined. Upon the written request of either Party
(but not more frequently than once in any calendar year), the requesting Party
may


                                      14.

retain an independent certified public accountant, subject to approval by the
other Party (which approval shall not be unreasonably withheld), to review such
records to verify the accuracy of the payments made or payable hereunder. Such
accountant shall be required to execute a confidentiality agreement in a form
reasonably acceptable to the audited Party and shall report to the auditing
Party only the amount of any underpayment or overcharge. Within ten (10)
business days after completion of such review, the Parties shall reconcile any
underpayment or overcharge. The auditing Party shall pay the cost of any review
of records conducted at its request under this Section. However, if the review
establishes underpayment or overcharge by the audited Party of over three
percent (3%) during the period of the review, the audited Party shall promptly
reimburse the auditing Party for the fees and expenses of the accountant. Such
audit rights may be exercised by the Parties only with respect to records for
the current calendar year and the preceding two (2) calendar years.

6.    GTX PRODUCT MARKETING AND SALES ACTIVITIES

      6.1 MINIMUM SALES REQUIREMENTS FOR USA.

            6.1.1 LEVELS OF MSRS. GTX shall have annual minimum sales
requirements for Product for use in the Field ("MSRs") in the second year and
fourth year after Product Launch in the USA equal to [ * ] of GTX's annual
Product Sales Projections (as defined below) in the USA. To establish such
projections for the purpose of the foregoing sentence, GTX shall provide to
Orion annual Product Sales Projections in the USA within ninety (90) days after
GTX, its Affiliate or Unaffiliated Sublicensee completes the last pivotal
clinical trial as provided in the GTX Final Development and Registration Plan
for Product in the USA. The Parties shall set forth in Schedule D GTX's MSR
obligations within sixty (60) days after GTX provides such projections, and such
MSRs shall be made a part hereof. Beginning with the [ * ] year after Product
Launch in USA for use in the Field until the end of the Term, GTX shall have an
annual MSR equal to [ * ] of the average of GTX's Actual Product Sales (as
defined below) in the USA for Product in the Field for the [ * ]. "Product Sales
Projections" means GTX's good faith estimates of the target patient population
in a given year for Products in the Field, multiplied by the price per tablet of
Product for use in the Field that GTX plans to be able to charge during the
[ * ] after Product Launch. "Actual Product Sales" means GTX's, its Affiliate's
or a GTX Unaffiliated Sublicensee's actual Net Sales of Product in the Field
during a given year in the USA.

      For example, in year [ * ] if the target patient population is [ * ]
subjects in the Field and the Product would be consumed [ * ] for the Field at a
hypothetical price of [ * ], GTX's Product Sales Projections would [ * ]. The
hypothetical price for a tablet set forth above is hypothetical and was only
used for the sole purpose of explaining the mechanism for calculating the
Product Sales Projections and MSRs. Nothing contained in such example shall be
so construed to deny the right of GTX to freely set its resale price of the
Product.

            6.1.2 PRODUCT LAUNCH DATE. "Product Launch in USA" shall be
determined by the date on which the Product has received Regulatory Approval and
is commercially available in the USA as follows: (i) if such date occurs during
the first six (6) months of any calendar year (i.e., January 1-June 30), Product
Launch in USA shall be deemed to have occurred on January 1 of such calendar
year, and (ii) if such date occurs during the last six (6)


                                      15.

months of any calendar year (i.e., July 1-December 31), Product Launch in USA
shall be deemed to have occurred on January 1 of the following calendar year.

            6.1.3 ADJUSTMENT. GTX's annual Product Sales Projections for the
Field in the USA shall be subject to adjustment by written agreement of the
Parties, with a corresponding adjustment in the MSRs, in the event of government
intervention in given markets (including, but not limited to, government
mandated health care reforms, rebates or regulatory changes), failure to obtain
(or delay in obtaining) approval for a Product indication in the Field, or other
events or causes affecting the market for the Product for use in the Field
beyond the control of GTX, including but not limited to lower than anticipated
pricing approvals measured on an aggregate basis throughout USA; GTX Patent
Rights and/or Orion Patent Rights invalidation, infringement or expiration;
Product safety and/or efficacy issues and/or major therapeutic advances
materially affecting the market potential for the Product for use in the Field
(including but not limited to new surgical procedures or introduction of new
competitive products with superior safety and/or efficacy profiles); or a Force
Majeure event (as described in Section 26).

            6.1.4 FAILURE TO ACHIEVE MSRS. If GTX's annual Product Sales in USA
for the Field are less than the MSRs in any applicable calendar year, GTX shall,
without prejudice to its payment obligations under Section 3.1, pay Orion
royalties corresponding to the "shortfall" between the actual royalties paid by
GTX for such year and the royalties which would have been payable pursuant to
Section 3.1 had GTX achieved the MSRs during such year. GTX's payment of such
"shortfall" hereunder shall be Orion's sole and exclusive remedy for GTX's
failure to achieve MSRs in USA for such year. However, if GTX fails to pay such
"shortfall," then Orion may, without prejudice to its right to such shortfall,
also terminate this Agreement pursuant to Section 20.2.2.

      6.2 NO MINIMUM SALES REQUIREMENTS OUTSIDE OF USA. GTX shall not have any
MSRs with respect to sale of the Product in any countries in GTX Territory
outside of the USA.

      6.3 MARKETING AND SALES EFFORTS IN THE MAJOR COUNTRIES

            6.3.1 COMMERCIALLY REASONABLE OBLIGATION. On a country by country
basis, subject to Sections 6.3 and 6.4, during the period commencing with
Regulatory Approval in a Major Country, and for the remainder of the Term, GTX,
its Affiliate and/or a GTX Unaffiliated Sublicensee shall use commercially
reasonable efforts to promote, market, distribute and sell the Product for use
in the Field in the Major Countries. For purposes of this Section 6.3,
"commercially reasonable" shall mean using, in each of the Major Countries, an
equivalent degree of effort as GTX, its Affiliate or a GTX Unaffiliated
Sublicensee would use to promote, market, distribute and sell a product of it
own that is of comparable market potential in the respective Major Countries
during the same time period (as determined by consideration of, without
limitation, potential market, patent protection, and availability of competitive
products), including but not limited to, engaging in the following activities
(subject to any applicable U.S. FDA restrictions or other applicable legal
restrictions):

                  (A) Using reasonable diligence to establish and maintain good
business relationships with hospitals, health systems, doctors and other medical
professionals in accordance with standard and customary practices in the Major
Countries;


                                      16.

                  (B) Using commercially reasonable efforts to establish and
maintain an adequate capacity of sales personnel consisting of reasonably
qualified personnel who have been certified, as trained by GTX, its Affiliate or
a GTX Unaffiliated Sublicensee, to promote and market the Product for use in the
Field in the Major Countries, and to provide such sales force with adequate
sales and promotional materials for the Product;

                  (C) Promoting and detailing the Product for use in the Field
throughout the Major Countries, provided that GTX, its Affiliate or a GTX
Unaffiliated Sublicensee may, in its discretion use relatively greater
promotional and detailing efforts (i) in some Major Countries than it uses in
other of such countries, and (ii) in some parts of each Major Country than in
other parts thereof, consistent with its overall marketing plan; and further
provided, however, that the foregoing shall in no event be deemed to limit GTX's
its Affiliate or a GTX Unaffiliated Sublicensee overall obligations under the
first paragraph of this Section 6.3.1.

                  (D) Advertising the Product for use in the Field in
professional journals and publications and sponsoring or attending appropriate
symposia, trade exhibitions and medical education programs in a manner
equivalent to that used for GTX's, its Affiliate's or a GTX Unaffiliated
Sublicensee's, as applicable, own products of comparable market potential in
such Major Country; and

                  (E) Formulating and using reasonable efforts to implement
annual sales and marketing plans for the Product for use in the Field in the
Major Countries and providing copies of such plans to Orion for review and
comment, provided that Orion shall not have approval rights with respect to such
plans.

            6.3.2 SALES OBJECTIVES AND OTHER FACTORS FOR THE USA. GTX and Orion
shall agree in writing upon annual target sales objectives for the Product for
use in the Field in the USA, commencing with the fourth calendar year after
First Commercial Sale of the Product for use in the Field in the USA, provided
that such annual target sales objectives shall not be considered MSRs for any
purposes, but instead shall be used by the Parties for informational and
planning purposes and shall be one (1) factor, among others, to be considered in
assessing whether GTX has complied with its commercially reasonable obligations
hereunder. GTX's level of sales and marketing expenses for the Product for use
in the Field in the USA and events or causes affecting the market for the
Product for use in the Field beyond the control of GTX shall also be among the
factors to be considered in assessing whether GTX has complied with its
commercially reasonable obligations hereunder.

      6.4 PRODUCT LAUNCH

            6.4.1 TIMING OF LAUNCH. GTX shall use commercially reasonable
efforts to launch the Product for use in a given indication in the Field as soon
as practical in every Major Country of the GTX Territory where GTX, its
Affiliates and/or GTX Unaffiliated Sublicensees have obtained Regulatory
Approval for such indication. Notwithstanding the foregoing, GTX, its Affiliate
or a GTX Unaffiliated Sublicensee may, acting in good faith in the exercise of
its reasonable business judgment, determine either to delay the launch of the
Product for use in a given indication in the Field or not to launch the Product
for use in a given indication in the Field in any given country in the GTX
Territory other than a Major Country, which decision to delay


                                      17.

or not to launch shall not be deemed a failure to use commercially reasonable
efforts. Further, GTX's, its Affiliates' or a GTX Unaffiliated Sublicensee's
decision to delay the launch of the Product for use in the Field in any Major
Country for up to six (6) months after GTX or its Affiliates have obtained
Regulatory Approval in such country, shall not be deemed a failure to use
commercially reasonable efforts pursuant to Section 6.3 to the extent that GTX
can demonstrate that such delay was attributable to bona fide business reasons
affecting the Product.

            6.4.2 DECISIONS NOT TO LAUNCH. GTX shall promptly notify Orion in
writing if GTX, its Affiliate or a GTX Unaffiliated Sublicensee, as applicable,
determines to delay the launch of the Product for use in a given indication in
the Field in any Major Country after obtaining Regulatory Approval of Product
therefor. If such decision is due to any reasons other than the potential for,
or the existence of, adverse business effects in such Major Country, then such
decision shall be deemed a material breach of this Agreement pursuant to Section
20.2.2 and GTX shall be subject to the provisions of such Section within thirty
days (30) after GTX's decision not to launch in such Major Country.

      6.5 MARKETING COSTS AND EXPENSES. Except as other-wise provided herein or
as otherwise mutually agreed by the Parties, GTX, its Affiliate or a GTX
Unaffiliated Sublicensee shall bear all costs and expenses connected with its
marketing and sales activities for the Product for use in the Field and its
performance under this Agreement.

      6.6 MARKETING PLANS AND REPORTS.

            6.6.1 MARKETING PLANS. GTX shall develop and provide to Orion by
October 31 of each year during the Term marketing and sales plans for the
Product for each Major Country for the following calendar year, commencing with
the calendar year in which Regulatory Approval is obtained in each respective
country. Such plans shall include the projected Annual Net Sales and the
projected advertising and promotion budgets for such year, and shall not be
applicable to the calculation of MSRs pursuant to Section 6.1, for which GTX
shall separately provide information.

            6.6.2 MARKETING AND SALES REPORTS. GTX shall provide to Orion,
within forty-five (45) days after the end of each calendar year, a written
marketing activities and sales report for each of the Major Countries. The
report shall include at least a description of sales, marketing and promotion
activities and a list of scientific conferences or other events involving the
Product or its therapeutic area, accompanied by a general description of the
nature and extent of GTX's participation in such conferences or events.

7.    GTX PRODUCT DEVELOPMENT AND REGISTRATIONS

      7.1 GTX DEVELOPMENT AND REGISTRATION ACTIVITIES.

            7.1.1 GTX ACTIVITIES. In accordance with the GTX Preliminary
Development and Registration Plan and the GTX Final Development and Registration
Plan, GTX shall undertake development and registration activities for the
Product for use in the Field in the GTX Territory, including but not limited to,
conducting or sponsoring, and completing or having completed in accordance with
U.S. FDA regulations and Good Clinical Practice regulations under the European
Union legislation and directives requirements, all clinical studies and other


                                      18.

activities required for Regulatory Approval under the GTX Final Development and
Registration Plan. Without limiting the provisions of Section 7.6, GTX shall use
its commercially reasonable efforts to pursue such development and registration
activities under the GTX Final Development and Registration Plan with the
objective of filing applications for Regulatory Approval in all Major Countries
throughout the GTX Territory according to the anticipated filing dates set forth
in the GTX Final Development and Registration Plan timetable. GTX's Regulatory
Approvals in the GTX Territory shall be owned solely by GTX.

            7.1.2 ORION ACTIVITIES.

                  (A) Orion shall use its commercially reasonable efforts to
assist GTX in obtaining and maintaining the U.S. FDA Regulatory Approval of
Products and any other required Regulatory Approvals in the Major Countries of
the GTX Territory relating to the manufacture, use, marketing or sale of Product
for use in the Field (by providing to GTX relevant information, documents and
data in its possession in relation to regulatory inquiries during the Regulatory
Approval process for Products, necessary additional letters of cross-reference
or authorization equivalent to those described in Section 7.4, assistance in
obtaining free sales certificates, and other similar assistance).

                  (B) Orion shall perform any stability testing for the bulk
Orion Product to be manufactured and supplied by Orion to GTX that is required
by regulatory authorities in any Major Country. Such testing shall be provided
at no cost to GTX, except that GTX will reimburse Orion's direct costs of
performing any such stability testing that must be conducted solely for the
[ * ] tablet of the Orion Product. Orion employees shall, at Orion's cost and
expense, have the right to participate in all FDA and other regulatory agency
meetings regarding the use of the Product in the Field.

                  (C) Orion shall have no obligation to research, develop,
register, commercialize any Product or carry out any studies or testing in
relation to Products, including without limitation with respect to any new or
additional strength, dosage form, formulation or route of administration of the
Orion Product or the Product, or provide any documentation, information or data
relating to the foregoing, except as expressly provided in Section 7.1.2(a) or
otherwise set forth in this Agreement, unless the Parties expressly mutually
agree otherwise in writing after the Amendment Date. Other than as expressly
agreed in this Agreement, Orion shall have no obligation to fund or pay for any
of the costs and expenses of such activities. All studies, trials, tests,
activities, documentation, data and information required by any regulatory or
other governmental agency or which is necessary or useful for the research,
development, registration or commercialization of the Product shall, unless
otherwise expressly agreed to herein, be for the sole cost and responsibility of
GTX.

            7.1.3 FDA FILE. Any regulatory filings (including without limitation
any DMFs that GTX may develop if it obtains the right to manufacture Product)
compiled and filed by or on behalf of GTX shall remain the property of GTX, but
GTX shall, upon request therefor by Orion, negotiate with Orion the terms under
which GTX would provide appropriate authorization letters to relevant regulatory
bodies to enable Orion to reference such regulatory filings for purposes of
applying for and supporting Orion's applications for Regulatory Approval of
products containing Toremifene outside the Field.


                                      19.

      7.2 DEVELOPMENT AND REGISTRATION COSTS. Except as otherwise expressly
provided in this Agreement or otherwise mutually agreed in writing by the
Parties after the Amendment Date, GTX shall bear all costs and expenses related
to Product registration and regulatory activities, including without limitation
costs of filing, obtaining and maintaining all Regulatory Approvals throughout
GTX Territory, as well as all costs and expenses for the research and
development of the Product for use in the Field, provided that GTX shall not be
responsible for any costs related to the manufacture of the Orion Product
(except for payments that GTX must make to Orion pursuant to Section 7.1.2(b) or
Section 13 (such costs collectively referred to herein as "Manufacturing
Costs"). Except for the Manufacturing Costs or as otherwise expressly provided
in this Section 7, Orion shall bear no responsibility for any costs or expenses
related to Product registration, regulatory, research or development activities
in relation to the Product.

            7.2.1 DEVELOPMENT AND REGISTRATION COSTS PRIOR TO AMENDMENT DATE.
The Parties agree that GTX shall, notwithstanding anything to the contrary in
the Original Agreement or otherwise, also bear all costs and expenses related to
Product research, development, registration, regulatory compliance and other
activities relating to the development of Product that were incurred prior to
the Amendment Date by GTX (excluding any Manufacturing Costs) (hereinafter
referred to as "Incurred Costs"). Consequently, GTX shall forever release and
discharge Orion of any and all claims that it purports to have at the Amendment
Date or may have thereafter against Orion with respect to Incurred Costs.

      7.3 GTX DEVELOPMENT AND REGISTRATION PLAN.

            7.3.1 COMPLETION OF GTX FINAL DEVELOPMENT AND REGISTRATION PLAN. The
GTX Preliminary Development and Registration Plan was attached to the Original
Agreement as Schedule B. GTX will prepare a GTX Final Development and
Registration Plan for each Major Country in a timely fashion upon receiving
approval from the appropriate regulatory authority in each Major Country of a
plan for regulatory approval in that country. Immediately upon completion of the
GTX Final Development and Registration Plan for each Major Country, a copy of
such Plan shall be provided to Orion.

            7.3.2 ORION'S RIGHT TO COMMENT ON AND OBJECT TO PLAN. Orion shall
have the right to comment on each GTX Final Development and Registration Plan
for each Major Country. Additionally, Orion shall have the right to object to
each GTX Final Development and Registration Plan for each Major Country to the
extent such plan could reasonably be deemed to affect adversely Orion's
development, commercialization, sales or registration of Orion's proprietary
product Fareston(R) outside the Field or Toremifene outside the Field. GTX
undertakes to change and/or amend the GTX Final Development and Registration
Plan for each Major Country to the extent Orion has so objected thereto as
necessary to alleviate or obviate such adverse effect. Orion shall provide GTX
with such comments and/or objections within thirty (30) days from Orion's
receipt of the GTX Final Development and Registration Plan.

            7.3.3 CHANGES TO SUCH PLAN. GTX may modify the GTX Final Development
and Registration Plan, as GTX deems necessary and consistent with Section 7.3.1,
but shall notify Orion of such changes. Any changes to the GTX Final Development
and Registration Plan for each Major Country shall also be subject to Section
7.3.2.


                                      20.

      7.4 ORION DOCUMENTATION AND DATA

            7.4.1 GTX ACCESS TO ORION KNOW-HOW. Orion has provided and shall
continue to provide GTX with copies of the Orion Know-How, documentation,
information and data listed or referenced in the GTX Preliminary Development and
Registration Plan, and GTX shall be authorized to use and reference the same in
its applications for Regulatory Approval and regulatory compliance activities in
relation to such Regulatory Approvals. Any Product Drug Master Files ("DMFs")
compiled or owned by Orion shall remain the property of Orion, but Orion shall,
upon reasonable request therefor by GTX, provide appropriate authorization
letters to relevant regulatory bodies in the GTX Territory within forty-five
(45) days from such request to enable GTX to reference such DMFs for purposes of
GTX's applications for Regulatory Approval and regulatory compliance activities
in the GTX Territory as provided for in Section 7.1. For the avoidance of doubt,
neither Party is obligated to disclose the contents of its DMFs to the other
Party.

            7.4.2 GTX ACCESS TO DATA. During the Term, Orion shall provide GTX,
within forty-five (45) days of receipt of a written request from GTX specifying
in detail the documentation, information and data requested, access to Orion
Know-How that GTX reasonably requires for regulatory filings for the use of
Product in the Field in the GTX Territory. Upon GTX's request, Orion shall
provide GTX with copies of such Orion Know-How referenced in the preceding
sentence only in such form and content as is available to Orion, provided that,
upon Orion's request, GTX shall reimburse Orion for Orion's direct out-of-pocket
cost of making such copies and providing GTX with such Orion Know-How.

      GTX shall also provide to Orion quarterly reports summarizing GTX's
progress under the GTX Preliminary Development and Registration Plan and the GTX
Final Development and Registration Plan.

            7.4.3 LETTER OF CROSS REFERENCE. Orion agrees that the Cross
Reference letter dated December 10, 1999 from Orion to GTX shall remain in
effect and may not be revoked by Orion unless this Agreement is terminated.
During the Term, Orion shall permit GTX, its Affiliates and the GTX Unaffiliated
Sublicensees to reference, and shall provide GTX with an appropriate
authorization letter to enable GTX, its Affiliates and the GTX Unaffiliated
Sublicensees to reference, Orion's existing U.S. NDA [ * ] and all other
applications or filings for Regulatory Approval for Orion Products for use in
the breast cancer indication and related DMFs that are identified in Schedule E
hereof (hereinafter "Orion Product Approvals") for the purpose of applying for
and supporting Regulatory Approval of Products for use in the Field within the
GTX Territory. Orion shall update Schedule E from time to time during the Term
to set forth all Orion Product Approvals and DMFs that are owned and controlled
by Orion. GTX recognizes that Orion has obtained the Orion Product Approvals
solely for the purpose of its proprietary product Fareston(R), and that nothing
herein shall be construed so as to obligate Orion to maintain or cause to be
maintained any Orion Product Approvals solely for allowing GTX, its Affiliates
and/or GTX Unaffiliated Sublicensees referring thereto, provided that during the
Term Orion shall not withdraw such Orion Product Approvals in the absence of
commercially justifiable reasons in relation to Fareston(R).


                                      21.

            7.4.4 All requests by GTX to Orion for documentation, information or
data, as agreed herein, shall be addressed only to the attention of such
person(s) as is/are designated in writing or in electronic form by Orion from
time to time.

      7.5 GTX REGISTRATION AND MARKETING APPROVAL APPLICATIONS. GTX, its
Affiliates and/or GTX Unaffiliated Sublicensees shall have the responsibility
and the right to submit registration applications for Regulatory Approval and
marketing and price approval of the Product for use in the Field within the GTX
Territory.

      7.6 FAILURE TO FILE OR EXTEND. Orion shall have the right to terminate its
obligations under Section 7.1.2(a) and its obligations to manufacture and supply
to GTX Orion Product upon one hundred and twenty (120) days prior written notice
to GTX, if either (I) Regulatory Approval has not been granted for the Product
for use in the Field in the USA by December 31, 2007, or (II) the last Valid
Claim included in the Orion Patent Rights in the USA expires (which the Parties
currently anticipate to occur in 2009) or is invalidated. Any such notice
hereunder shall be given no later than sixty (60) days after the occurrence of
the applicable event giving rise to such right, provided that GTX shall inform
Orion in writing by December 31, 2007, whether or not Regulatory Approval has
been granted for the Product for use in the Field in the USA by such date. The
time for Orion to provide notice to GTX of its decision to exercise its right
with regard to the event described in item (I) shall be deemed to commence upon
the receipt by Orion of such notice from GTX, provided that nothing shall be
construed so as to prevent Orion from exercising its right with regard to the
event described in item (I) if Orion finds out, either by itself or through a
Third Party that Regulatory Approval has not been granted for the Product for
use in the Field in the USA by December 31, 2007. Effective upon the date that
GTX receives any notice from Orion pursuant to this Section 7.6 and during the
Term, Orion hereby grants GTX a contingent license under the Orion Patent Rights
and Orion Know-How and all other patents and patent applications owned or
controlled by Orion during the Term that relate to the manufacture, use or sale
of Toremifene or Orion Product ("Manufacturing Patents") to make and have made
Product for use in the Field in the GTX Territory. Such license shall be
exclusive with respect to Products for use in the Field and in the North
American Territory and Japan, and nonexclusive with respect to Products for
exclusive use in the Field in the ROW Territory. Orion shall as soon as
practically possible after providing any notice to GTX pursuant to this Section
7.6 provide GTX with such then-existing manufacturing, process and quality
control procedures, documentation and other relevant know-how and information to
the extent reasonably necessary to enable GTX to exercise its manufacturing
right pursuant to this Section 7.6 (hereinafter "Product Manufacturing
Know-How"), including without limitation providing up to ten (10) person-days of
technology transfer assistance at GTX's site of manufacture of Product using
Orion personnel skilled in such manufacturing operations, at no charge to GTX.

         At any time prior to December 31, 2007, GTX may propose to discuss
whether Orion would be willing either to commit to manufacture and supply to GTX
Orion Product for a certain amount of time to allow GTX to have uninterrupted
supply during critical Product development or commercialization periods, or to
allow GTX to locate and qualify a Third Party manufacturer of Orion Product for
such purpose. Upon such request, the Parties shall promptly discuss whether or
not Orion is interested in supplying GTX with such needs of Orion Product.
Nothing in this


                                      22.

paragraph shall be deemed to require Orion to take any action or to impose an
obligation for, or constitute a commitment by Orion in relation to such subject
matter.

      7.7 REIMBURSEMENT OF ORION COSTS. Except as provided for otherwise in this
Section 7, GTX shall reimburse Orion for all costs and expenses incurred by
Orion in fulfilling its obligations under this Section 7. Orion shall issue an
invoice for all such reasonable costs and expenses so incurred during each
Calendar Quarter and GTX shall effect payment of such invoice within thirty (30)
days from the date of the invoice.

8.    CONFIDENTIALITY AND PUBLICITY

      8.1 CONFIDENTIALITY OBLIGATION. Each Party shall hold the other Party's
Confidential Information (as defined below) of which it becomes informed in
connection with this Agreement or the Original Agreement in strictest confidence
and shall not disclose such Confidential Information to Third Parties or
otherwise use it, except to the extent such use or disclosure is expressly
permitted by the terms of this Agreement or is reasonably necessary for the
performance of this Agreement.

      8.2 PERMITTED DISCLOSURES. Permitted disclosures of Confidential
Information hereunder include, but are not limited to: (A) disclosures to
regulatory agencies to the extent required for Regulatory Approval, including
but not limited to, GTX Product registrations and applications in the GTX
Territory (to the extent expressly permitted hereunder), and (B) disclosures to
the Parties' Affiliates, employees, agents and independent contractors
(including clinical investigators, consultants and contract research
organizations) who have a bona fide "need to know", and GTX Unaffiliated
Sublicensees, and prospective sublicensees, provided that for such permitted
disclosures under subsection (B) the disclosing Party shall obligate the
recipients to maintain the confidentiality of Confidential Information under
terms substantially similar to those contained in this Section 8.

      8.3 CONFIDENTIAL INFORMATION. "Confidential Information" includes, but is
not limited to, any information relating to the terms of this Agreement, the
Original Agreement, the Product, the Orion Product, GTX Know-How, GTX Patent
Rights, Orion Patent Rights, Orion Know-How, GTX Preliminary Development and
Registration Plan, GTX Final Development and Registration Plan, clinical and
non-clinical studies involving the Product, and all sales and marketing plans
for the Product, as well as information concerning all other products and the
business affairs, manufacturing processes and other activities of the disclosing
Party that are designated as confidential in writing or orally disclosed,
provided such oral disclosure is confirmed as confidential in writing within
thirty (30) days thereafter. However, Confidential Information shall not include
any information:

                  (A) PUBLICLY AVAILABLE INFORMATION. Which at the time of
disclosure is or later comes into public domain by publication or otherwise
through no fault of the receiving Party;

                  (B) PREVIOUSLY KNOWN INFORMATION. Which can be demonstrated by
documentation or other competent proof to have been in the receiving Party's
possession prior to disclosure;


                                      23.

                  (C) SUBSEQUENTLY RECEIVED INFORMATION. Which is subsequently
received by the receiving Party from a Third Party who is not bound by any
confidentiality undertaking to the disclosing Party or to any of its Affiliates
with respect to said information;

                  (D) INDEPENDENTLY DEVELOPED INFORMATION. Which is
independently developed by or for the receiving Party without reference to the
disclosing Party's Confidential Information; or

                  (E) LEGALLY REQUIRED DISCLOSURES OF INFORMATION. Which is
legally required to be disclosed pursuant to any statute or regulation or any
judicial or administrative order including any material or information requested
by the Securities and Exchange Commission or Finnish equivalent thereof to the
extent that such information cannot be treated confidential.

      8.4 DURATION OF CONFIDENTIALITY OBLIGATION. The confidentiality
obligations of the Parties hereunder shall remain in effect during the Term and
shall survive the termination or expiration of this Agreement for any reason and
be effective until the later of five (5) years after such termination or
expiration, or ten (10) years after the Amendment Date.

      8.5 PUBLICITY AND ANNOUNCEMENTS

            8.5.1 With regard to the existence and content of commercial terms
and conditions of this Agreement, unless agreed upon by the Parties, neither
Party shall originate any publicity, news release or other public announcement,
written or oral, whether to the public press, stockholders or otherwise,
relating to this Agreement or any amendment hereto, without the approval of the
other Party, except as required by law, including, without limitation,
provisions regarding the disclosure requirement for publicly quoted companies,
and then only to the minimum extent so required, in which event such Party shall
give the other Party a reasonable opportunity to review the form and content of
the announcement before such legally required announcement is made.

            8.5.2 GTX may originate any publicity, news release or other public
announcement, written or oral, whether to the public press, stockholders or
otherwise, relating to the use of the Product in the Field, provided that GTX
forwards to Orion such publicity, news release or other public announcement
fourteen (14) days prior to such publicity, news release or other public
announcement, except as otherwise required by law or regulation. It is agreed
that such publicity, news release or other public announcement does not require
the approval of Orion, unless Orion considers such publicity, news release or
other public announcement to (I) fall within the scope of Section 8.5.1; or (II)
be misleading or incorrect, in which case Orion shall, within five (5) business
days after receiving such publicity, news release or other public announcement,
so notify GTX and provide written comments specifying changes that Orion
reasonably believes will correct such inaccuracy, except as otherwise required
by law or regulation. If requested by Orion, such publicity, news release or
other public announcement shall include wording to the effect that Toremifene is
a proprietary compound of Orion, and that Toremifene has been licensed by Orion
to GTX for use in the Field.

9.       TRADEMARKS


                                      24.

      9.1 USE OF TRADEMARKS. GTX shall market and sell the Product for use in
the Field in GTX Territory only under Trademarks selected by GTX. GTX shall not
select a Trademark which is confusingly similar to the Orion trademark
Fareston(R). GTX shall own and control all Trademarks excluding, for the
avoidance of doubt Fareston(R). GTX shall notify Orion if GTX decides to change,
alter, modify or replace the Trademark initially selected by it for the Product
without the express written prior approval thereof by Orion.

      9.2 TRADEMARK FILING AND MAINTENANCE. GTX shall be responsible for filing,
maintaining, prosecuting and defending the Trademarks in the GTX Territory.

      9.3 WORLDWIDE TRADEMARK ENFORCEMENT. GTX shall be responsible for and
control Trademark prosecution, maintenance, and/or enforcement worldwide. If
requested by Orion, GTX shall provide Orion with copies of all documents
relating to the maintenance of the Trademark in the GTX Territory, at Orion's
expense.

10.   PATENT OWNERSHIP AND WARRANTIES

      10.1 PATENT OWNERSHIP.

            10.1.1 Subject to the license rights granted to GTX hereunder, Orion
retains full ownership of all Orion Patent Rights and shall be responsible for
filing, prosecuting, and maintaining Orion Patent Rights as provided for in
Section 11.

            10.1.2 Subject to the license rights granted to Orion hereunder, GTX
retains full ownership of all GTX Patent Rights and shall be responsible for
filing, prosecuting, and maintaining GTX Patent Rights as provided for in
Section 11.

      10.2 ORION PATENT WARRANTIES. Orion warrants and represents that, to the
best of its management's knowledge as of the Effective Date,: (A) Schedule B
sets forth all of the Orion Patent Rights as of the Effective Date and as of the
Amendment Date which are directed to the composition of matter, use or sale of
the compound Toremifene per se; (B) Orion has not and will not grant, license,
convey, assign, and/or transfer to any Third Party any rights to Orion Patent
Rights for use in the Field, or any rights to manufacture the Product or
Toremifene for use in the Field, or other rights to any Third Party inconsistent
with the licenses and other rights granted to GTX hereunder, (C) based upon
Orion's reasonably diligent investigation, the Orion Patent Rights are (i)
valid, in full force, and enforceable and/or (ii) there are no existing valid
Third Party patents in the GTX Territory that might be infringed by the
manufacture or sale of the Orion Product by Orion to GTX under this Agreement,
and (D) the use and sale of Products in the Field and in the GTX Territory by
GTX, its Affiliates or Unaffiliated Sublicensees pursuant to this Agreement will
not, in the absence of a license from Orion, infringe any patents owned or
controlled by Orion other than the Orion Patent Rights. Additionally, Orion
represents and warrants to GTX that to the best of its management's knowledge as
of the Amendment Date, Orion has not received any written claims from any Third
Party alleging that the use of Toremifene in the Field infringes such Third
Party's patent rights.

      10.3 GTX PATENT WARRANTIES. GTX warrants and represents that, to the best
of its management's knowledge as of the Effective Date: (A) Schedule A sets
forth all of the GTX Patent Rights as of the Effective Date which cover the
Product for use in the Field and that it had


                                      25.

full right and authority to grant to Orion and Orion Affiliate the rights
granted to it under the Original Agreement; (B) subject to Section 2.1.4, GTX
has not and will not grant to any Third Party any rights under the Orion Patent
Rights or Orion Know-How inconsistent with GTX's licenses under this Agreement,
and (C) the United States Government or any agency thereof should not exercise
such rights as set forth and/or referenced to in Section 2.3, if GTX's
development, registration and commercialization of the Product for use in the
Field will be carried out as agreed herein and (D) (i) the GTX Patent Rights are
valid, in full force, and enforceable and (ii) upon GTX's reasonably diligent
investigation, there are no existing valid and enforceable Third Party patents
in the GTX Territory that might be infringed by the marketing, promotion,
distribution, importation, offer for sale or sale of the Product by GTX, its
Affiliates and GTX Unaffiliated Sublicensees.

11.   PATENT PROSECUTION AND INFRINGEMENT

      11.1 ORION PATENT FILING AND PROSECUTION. Orion shall, at its sole
expense, prosecute, maintain and defend Orion Patent Rights in the GTX Territory
and Orion shall control all Orion Patent Rights filings and actions. Orion shall
use its commercially reasonable efforts to obtain extensions in the Major
Countries in the GTX Territory in which such extensions are available.

      11.2 GTX PATENT FILING AND PROSECUTION. GTX shall, as its sole expense,
file, prosecute, maintain and defend GTX Patent Rights in the GTX Territory and
GTX shall control all GTX Patent Rights filings and actions. GTX shall use its
commercially reasonable efforts to obtain GTX Patent Rights protection and
commercially reasonable efforts to obtain GTX Patent Rights extensions in any
countries in the GTX Territory in which such extensions are available.

      11.3 NOTIFICATION OF INFRINGEMENT. The Parties shall promptly inform each
other of any information that comes to their attention involving actual or
apparent infringements or misappropriations of Orion Patent Rights, Orion
Know-How, GTX Patent Rights, GTX Know-How, or Trademarks by any Third Party, or
claims of alleged infringement made by any Third Party in the GTX Territory
against Orion, its Affiliates, or Orion Unaffiliated Sublicensees, GTX, its
Affiliates, or GTX Unaffiliated Sublicensees, resulting from the manufacture,
importation, marketing, sale or use of the Product in the Field.

      11.4 INFRINGEMENT OF THIRD PARTIES RIGHTS BY ORION. Orion shall, at its
sole discretion, direct or defend in its own name and at its own expense any
legal or other action or proceeding, including any settlement or negotiation,
with respect to any alleged infringement of a Third Party patent or other
proprietary right as a result of Orion's, its Affiliates', or Orion Unaffiliated
Sublicensees' manufacture of Toremifene or Orion Product for use in the Field,
excluding actions and proceedings covered by Section 11.5. During the time any
such proceeding or any appeal thereof is pending, Royalty Income payable by GTX
under Section 3.1 in the country in which such proceeding is pending shall be
paid by GTX into an interest-bearing escrow account pending the outcome of such
proceeding. Upon a favorable final resolution of such proceeding or any appeal
thereof, GTX shall resume paying Orion the full royalties in such country, and
all funds in such escrow account shall be paid to Orion. Upon an unfavorable
final resolution of such proceeding or any appeal thereof, the funds in such
escrow account shall be applied toward the damage award in such action, if any,
and the balance, if any, shall be paid to


                                      26.

Orion. If Orion fails to defend such proceeding or discontinues the defense, all
funds in such escrow account shall be returned to GTX and GTX shall have no
further obligation to pay Royalty Income in such country.

      11.5 INFRINGEMENT OF THIRD PARTIES RIGHTS BY GTX. GTX shall, at its sole
discretion, direct or defend in its own name and at GTX's own expense in the GTX
Territory any legal or other action or proceeding, including any settlement or
negotiation, with respect to any alleged infringement of a Third Party patent,
trademark or other proprietary right as a result of GTX's, its Affiliates', or
GTX Unaffiliated Sublicensees' making, having made, importing, marketing,
distributing, using or selling the Product in GTX Territory for use in the
Field, excluding actions and proceedings covered by Section 11.4.

      11.6 INFRINGEMENT INDEMNIFICATION.

            11.6.1 ORION INFRINGEMENT INDEMNIFICATION. Orion shall indemnify,
defend and hold GTX (including for purposes of this Section 11.6.1, GTX
Affiliates and GTX Unaffiliated Sublicensees), its and their officers,
directors, and employees, and permitted successors and assigns, harmless from
and against any and all liabilities, damages, claims, demands, costs and/or
expenses (including reasonable attorneys' fees) (collectively, "Losses") claimed
by any Third Party in any patent or proprietary right infringement suit or
action which may be brought as a result of Orion's, its Affiliates', or Orion
Unaffiliated Sublicensees' manufacture of Toremifene or Orion Product, except to
the extent such Losses arise out of claims for which GTX shall defend, indemnify
and hold Onion harmless pursuant to Section 11.6.2, and further subject to the
conditions of indemnification set forth in Section 14.7.

            11.6.2 GTX INFRINGEMENT INDEMNIFICATION. GTX shall indemnify, defend
and hold Orion (including for purposes of this Section Orion's Affiliates and
Unaffiliated Sublicensees) its and their officers, directors, and employees, and
permitted successors and assigns, harmless from and against any and all Losses
claimed by any Third Party in any suits or actions relating to patent, trademark
or other proprietary right infringements as a result of GTX's, its Affiliates',
or GTX Unaffiliated Sublicensees' making or having made, importing, marketing,
using or selling the Product or Other Product under the Trademark in GTX
Territory for use in the Field, except to the extent such Losses arise out of
claims for which Orion shall indemnify, defend and hold GTX harmless pursuant to
Section 11.6.1, and further subject to the conditions of indemnification set
forth in Section 14.7.

      11.7 TERMINATION FOR INFRINGEMENT OF THIRD PARTY RIGHTS. Should either
Party be prevented by reason of an adverse, non-appealable court or
administrative proceeding, order or judgment or arbitral award against it from
manufacturing, making, using or selling the Orion Product and/ or Product in any
country within the GTX Territory as required or permitted under this Agreement,
then, as to such country or territory so affected, the other Party may, upon
sixty (60) days prior written notice thereof to the other Party, terminate this
Agreement upon written notice to the other Party with respect to such country,
and the Parties shall make a final transition accounting and settlement for
outstanding bona fide costs, payments and expenses to which each Party is
entitled hereunder with respect to such country.

      11.8 THIRD PARTY INFRINGEMENT OF ORION PATENT RIGHTS.


                                      27.

            11.8.1 ORION ENFORCEMENT. Orion shall have the first right but not
the obligation, to commence, at its own expense appropriate measures to enforce
Orion Patent Rights against infringement by Third Parties relating to the
manufacture, use, sale, offer for sale, or import of products containing
Toremifene for use in the Field, within a reasonable period of time after Orion
becomes aware of such infringement (including, but not limited to, by notifying
the infringing Third Party of such infringement and demanding that such Third
Party cease and desist from such infringement) and, if such infringement does
not cease, commence a legal proceeding to enforce Orion Patent Rights, if any,
against Third Party infringements within a reasonable period of time of the date
Orion becomes aware of such infringement. Orion shall notify GTX promptly after
Orion becomes aware of such infringement, and, upon request therefor by GTX,
keep GTX reasonably informed regarding Orion's intended strategy in such
situation. During the time any such proceeding or any appeal thereof is pending,
no Royalty Income shall be payable under Section 3.1 in the country in which
such proceeding is pending. Upon a favorable final resolution of such proceeding
or any appeal thereof, GTX shall resume paying Orion the full royalties in such
country, and GTX shall also be liable for payment of any back royalties payable
for such period for which such a proceeding has been pending. Orion's
commencement of such proceeding shall be at Orion's own expense, provided that
Orion shall be entitled to retain all recoveries in such proceeding or any
appeal thereof. Such commencement by Orion shall not relieve either Party of its
obligations under Section 11.6.

            11.8.2 GTX ENFORCEMENT.

                  (A) ORION PATENT RIGHTS. If within a reasonable period of time
from the date Orion becomes aware of any alleged Third Party infringement of the
Orion Patent Rights relating to the manufacture, use, sale, offer for sale, or
import of Products containing Toremifene for use in the Field, either by notice
from GTX or otherwise, Orion has not commenced a legal proceeding pursuant to
Section 11.8.1, or if at any time Orion discontinues the pursuit of such
proceeding, GTX may, at its option, commence, continue or intervene, as the case
may be, in such proceeding, provided, however, that with respect to any such
proceedings in any country in the GTX Territory, GTX shall first request Orion
to notify GTX whether any Third Party has a right to enforce the relevant Orion
Patent Rights in the relevant countries, in which event Orion shall promptly
respond to such request, and further provided that GTX's rights hereunder are
subject and secondary to any rights that Orion has granted to any Third Party
prior to the Amendment Date in such country with respect to enforcement of the
relevant Orion Patent Rights. During the time any such proceeding or any appeal
thereof is pending, no Royalty Income shall be payable under Section 3.1 in the
country in which such proceeding is pending. Upon a favorable final resolution
of such proceeding or any appeal thereof, GTX shall resume paying Orion the full
royalties in such country, and GTX shall also be liable for payment of any back
royalties payable for such period for which such a proceeding has been pending.
GTX's commencement, continuation or intervention in such proceeding shall be at
GTX's own expense, provided that GTX shall be entitled to retain all recoveries
in such proceeding or any appeal thereof. Such commencement, continuation or
intervention by GTX shall not relieve either Party of its obligations under
Section 11.6.

      11.9 THIRD PARTY INFRINGEMENT OF GTX PATENT RIGHTS AND TRADEMARK.


                                      28.

            11.9.1 GTX shall have the sole right, but not the obligation, at its
own expense, to commence appropriate measures to enforce GTX Patent Rights and
rights to Trademarks against Third Party infringements (including, but not
limited to, notifying the infringing Third Party of such infringement and
demanding that such Third Party cease and desist from such infringement) and, if
such infringement does not cease, commence a legal proceeding to enforce such
GTX Patent Rights or rights to Trademarks, if any against Third Party
infringements. GTX's commencement of such proceeding shall be at GTX's own
expense, provided that GTX shall be entitled to retain all recoveries in such
proceeding or any appeal thereof. Such commencement by GTX shall not relieve
either Party of its obligations under Section 11.6.

      11.10 MUTUAL COOPERATION. In the event of any infringement litigation in
the GTX Territory involving the Product or Orion Product or any Orion Patent
Rights or GTX Patent Rights or the Trademark, the non-prosecuting or
non-defending Party shall render such reasonable assistance as may be requested
by the prosecuting or defending Party in connection with such infringement
actions. If Orion requests GTX's assistance in connection with such infringement
claims or actions, Orion shall reimburse GTX for such direct, documented
out-of-pocket expenses as are reasonably incurred by GTX during the course of it
providing such requested assistance. If GTX requests Orion's assistance in
connection with such infringement claims or actions, GTX shall reimburse Orion
for such direct, documented out-of-pocket expenses as are reasonably incurred by
Orion during the course of it providing such requested assistance. Before
incurring such expenses, the Parties shall in good faith agree in writing on the
nature and extent of assistance to be rendered, and an estimate of the total
expenses, which expenses shall be monitored periodically.

      11.11 PATENT CHALLENGES

            11.11.1 If GTX, its Affiliate, or GTX Unaffiliated Sublicensee,
either directly or through a contractor or agent, challenges the validity of any
Orion Patent Rights in any Major Country within the GTX Territory and does not
cease such challenge within thirty (30) days of receipt of written notice from
Orion, then such challenge shall be deemed a material breach of this Agreement
and Orion shall have the right to terminate this Agreement by written notice
with immediate effect, at Orion's sole discretion, in its entirety or with
respect to such country.

            11.11.2 If Orion challenges the validity of any GTX Patent Rights in
any Major Country in GTX Territory other than Major Country that is a member of
the European Union and does not cease such challenge within thirty (30) days of
receipt of written notice from GTX, then such challenge shall be deemed a
material breach of this Agreement and GTX shall be entitled to terminate this
Agreement by written notice with immediate effect, at GTX's sole discretion, in
its entirety or with respect to such country.

      11.12 ACTIVITIES DURING INFRINGEMENT LITIGATION

            11.12.1 In the event of any patent or trademark or other proprietary
right infringement litigation involving the Product in GTX Territory in which
GTX defends or prosecutes such litigation, GTX may, at any time following one
hundred eighty (180) days after the commencement of such litigation, request in
writing that Orion suspend the manufacture of the Orion Product for use in the
Field in the part of the GTX Territory so affected pending


                                      29.

resolution of such litigation if GTX reasonably deems such action necessary or
advisable to mitigate possible damages that may be incurred during the pendency
of such litigation. If Orion elects not to comply with such request within
thirty (30) days after receipt thereof, then all damages resulting from Orion's
continued manufacturing of the Product for use in the Field in the part of the
GTX Territory so affected after Orion's receipt of such request shall be borne
by Orion and be subject to Orion's indemnification obligation to GTX pursuant to
Section 14.6.1.

            11.12.2 In the event of any patent or trademark or other proprietary
right infringement litigation involving the Orion Product in the GTX Territory
in which Orion defends or prosecutes such litigation, Orion may, at any time
following one hundred eighty (180) days after the commencement of such
litigation, request in writing that GTX suspend the import, distribution,
marketing, sale and use of the Product, and suspend Orion's manufacture and
supply of Orion Product for GTX hereunder, in the part of the Territory so
affected pending resolution of such litigation if Orion reasonably deems such
action necessary or advisable to mitigate possible damages that may be incurred
during the pendency of such litigation. If GTX elects not to comply with such
request within thirty (30) days after receipt thereof, then all damages
resulting from GTX's continued importing, distribution, marketing, sale and use
of the Product in the part of the GTX Territory so affected after GTX's receipt
of such request shall be borne by GTX and be subject to GTX indemnification
obligation to GTX pursuant to Section 14.6.2. If GTX elects to comply with such
request, such compliance shall be considered a suspension of GTX's marketing and
sales obligations, notwithstanding Section 6.

            11.12.3 In the event either Party receives a written claim of any
alleged or actual infringement of a Third Party patent or trademark or other
proprietary right as a result of Orion's, its Affiliate(s) or Unaffiliated
Sublicensee(s') manufacturing of or selling Orion Product to GTX, or GTX, its
Affiliates, or GTX Unaffiliated Sublicensees making, having made, marketing,
using or selling the Product in GTX Territory for use in the Field, each Party
shall so notify the other Party and the Parties shall confer regarding the basis
for such claim, and discuss how the Parties may resolve the situation. Orion
shall have the right to suspend its manufacture and supply of the Orion Product
in and/or to the part of the GTX Territory so affected upon twenty (20) days
prior written notice to GTX pending resolution of such claim or any related
infringement litigation, if necessary to mitigate damages that may be incurred.
If Orion exercises its rights hereunder, the Parties shall thereafter discuss
from time to time whether the situation has been resolved and, accordingly,
whether Orion is in a position to resume the supply of Orion Product pursuant to
this Agreement.

12.   COMPETING PRODUCTS

      12.1 OBLIGATIONS WITH RESPECT TO COMPETING PRODUCTS

            12.1.1 Beginning on the Effective Date and until the expiration of
the last of the Orion Patent Rights on a country by country basis in the Major
Countries, GTX and GTX Affiliates undertake not to market or sell a Competing
Product in such country, excluding those countries of the Major Countries within
the European Union, in which countries GTX and GTX Affiliates undertake not to
market or sell any Competing Product for a period of five (5) years from the
Amendment Date.

                                      30.


            12.1.2 However, nothing contained in this Section 12.1 shall be
construed as preventing either Party from conducting research and development
activities relating to a Competing Product during such period or thereafter.

13.   PRODUCT ORDERS, SUPPLY AND PAYMENTS

      13.1  ORION SUPPLY OBLIGATIONS

            13.1.1 PRODUCT SUPPLY. During the Term, Orion shall, subject to the
terms of this Section 13, supply GTX and GTX Affiliates with their requirements
of Orion Product. Orion shall supply the Product in bulk tablet form.

            13.1.2 PRODUCT DELIVERY. Orion shall supply Orion Product to GTX
only against receipt of GTX's written purchase orders. Except as otherwise
provided herein or as otherwise expressly agreed in writing by the Parties,
delivery shall be within ninety (90) days from receipt and confirmation by Orion
of GTX's purchase order. Orion shall confirm the delivery dates within ten (10)
business days after receipt of GTX's purchase orders and, subject to the
provisions of Section 13.2, Orion shall use its best reasonable efforts to fill
such orders on the requested delivery dates, but shall in any event fill such
orders within ninety (90) days from receipt and confirmation of GTX's purchase
order. Orion shall deliver Orion Product F.O.B. Espoo, Finland to a carrier
designated by GTX. GTX shall pay shipping costs and shall assume title to and
risk of loss for Orion Product purchased hereunder upon delivery to GTX's
designated carrier.

            13.1.3 PRODUCT SHIPPING INSTRUCTIONS. GTX shall provide Orion with
appropriate instructions for each shipment of Orion Product hereunder
designating the desired carrier, destination and method of transport. If Orion
becomes aware that the designated carrier is unable to accept the desired
shipment within the requested delivery period, Orion shall promptly notify GTX
and GTX shall promptly designate another carrier or carriers.

      13.2  ORION AFFILIATES AND SUBCONTRACTORS. Orion may satisfy its supply
obligations under this Agreement either directly or through any Orion Affiliate,
whether located inside or outside GTX Territory (provided that such Orion
Affiliate has a manufacturing site which has received all required regulatory
approvals and that Orion guarantees the performance of such Affiliate), and such
supply by Orion Affiliates shall not be deemed an infringement of GTX's rights
hereunder.

      13.3  GTX FORECASTS

            13.3.1 ROLLING FORECASTS. Not later than ninety (90) days prior to
GTX's first commercial order of Orion Product from Orion for GTX's Product
launch anywhere in the GTX Territory, GTX shall inform Orion in writing of GTX's
bona fide, good faith estimated requirements of Orion Product in the GTX
Territory during the remainder of the calendar year of said Product launch.
Thereafter, for the remainder of the Term, GTX shall provide to Orion by
September 30 of each year a purchase forecast of GTX's estimated requirements of
Orion Product for the fifteen (15) month period beginning with October 1 of the
then current year, allocated for each calendar month of such period. GTX shall
update its purchase estimates to Orion on a monthly basis by indicating by the
end of each month revised estimates or confirming


                                      31.

that no revisions are necessary, which shall provide Orion with GTX's rolling
fifteen (15) month forecasts.

            13.3.2 EXCESS QUANTITIES. If GTX orders a quantity of Orion Product
in excess of one hundred twenty-five percent (125%) of GTX's purchase forecast
provided two (2) Calendar Quarters prior to such order, Orion shall deliver the
quantity in excess of one hundred twenty-five percent (125%) up to one hundred
fifty percent (150%) of such forecast within one hundred twenty (120) days from
receipt and confirmation of GTX's purchase order. If GTX orders a quantity of
Orion Product in excess of one hundred fifty percent (150%) of GTX's purchase
forecast provided two (2) Calendar Quarters prior to such order, Orion shall use
commercially reasonable efforts to supply the quantity in excess of one hundred
fifty percent (150%) up to two hundred percent (200%) of such forecast as soon
as practical, but in no event later than one hundred eighty (180) days from
receipt and confirmation of GTX's purchase order. If GTX orders a quantity of
Orion Product in excess of two hundred percent (200%) of GTX's purchase forecast
provided two (2) Calendar Quarters prior to such Order, Orion shall use
commercially reasonable efforts to supply the quantities in excess of such
forecast as soon as practical.

            13.3.3 MINIMUM QUANTITIES. Of the amounts of Orion Product indicated
by GTX in its rolling monthly forecasts, GTX shall purchase at least one hundred
percent (100%) of its estimated requirement for Orion Product for the first
three (3) months of such forecast, eighty percent (80%) of its estimated
requirement of Orion Product for the fourth, fifth and sixth months of such
forecast, and fifty percent (50%) of its estimated requirement of Orion Product
for the seventh, eighth and ninth months of such forecast. All orders and
deliveries of Orion Product shall be in full batch sizes of Orion Product, as
determined by Orion from time to time. Orion shall notify GTX in writing prior
to the date upon which GTX must provide its first commercial order of Orion
Product under this Section 13 of what the size of a full batch of Orion Product
is at such time.

      13.4  PRICES AND PAYMENT

            13.4.1 COMMERCIAL PRICING FORMULA. Orion's annual price of bulk
Orion Product to GTX for commercial purposes, delivered F.O.B., Espoo, Finland,
shall be:

                  [ * ]

            13.4.2 INVOICING AND PAYMENT. Orion shall invoice GTX for commercial
orders of Orion Product shipped, and GTX shall pay such invoice within thirty
(30) days of receipt.

            13.4.3 PRICE CHANGES. GTX may, no more than once per year, request
that Orion determine whether the average cost of the raw materials set forth in
Schedule C used to manufacture Product during the immediately preceding year
has, in the aggregate, changed by more than five percent (5%) of the average
cost thereof that applied during the year immediately preceding the date that is
one year earlier than the date of GTX's request (any such change, a "Significant
Cost Change"). Reasonably promptly following any such request by GTX, Orion
shall make such determination and notify GTX of the result of such
determination. Additionally,


                                      32.

if Orion determines that a Significant Cost Change has occurred (other than in
response to such a request by GTX), it shall so notify GTX. If Orion determines
that a Significant Cost Change has occurred upon GTX's request or upon Orion's
own investigation, then the Parties shall (no more than once annually) adjust
the price to reflect such Significant Cost Change. Such price shall apply to
Orion Products purchased by GTX following the date of Orion's notice to GTX that
a Significant Cost Change has occurred.

      13.5  RESALE PRICES. GTX, its Affiliates and GTX Unaffiliated Sublicensees
shall be free to set their own resale prices for the Product sold in the GTX
Territory.

      13.6  PRODUCT SUPPLY FOR TESTING AND REGISTRATION; SUPPLY OF TOREMIFENE.

            13.6.1 Product Supply for Testing and Registration. The supply price
for the [ * ] tablet of bulk Orion Product for clinical trials shall be [ * ]
per tablet. Orion shall supply GTX with such quantities of [ * ] tablets of bulk
Product as GTX may require of Orion Product and/or placebos for GTX's use in
clinical trials referenced in the GTX Preliminary Development and Registration
Plan or the GTX Final Development and Registration Plan. The price for the [ * ]
tablet of bulk Orion Product for clinical trials shall be [ * ] per tablet.
Orion shall supply GTX with such quantities of [ * ] tablets of bulk Product as
GTX may require of Orion Product and/or placebos for GTX's use in clinical
trials referenced in the GTX Preliminary Development and Registration Plan or
the GTX Final Development and Registration Plan. The price for the [ * ] tablet
of bulk Orion Product for clinical trials shall be [ * ] per tablet. Orion shall
supply GTX with such quantities as GTX may require of [ * ] tablets of Orion
Product and/or placebos for GTX's use in clinical trials referenced in the GTX
Preliminary Development and Registration Plan or the GTX Final Development and
Registration Plan. The price for a [ * ] placebo for such clinical trials shall
be [ * ], per tablet. All Orion Product supplied for testing and registration
pursuant to this Section 13.6 shall be provided in bulk packaging.

            13.6.2 SUPPLY OF TOREMIFENE.

      For the sole purpose of aiding GTX in its efforts to obtain Regulatory
Approval for the Product for use in the Field in the GTX Territory, Orion shall,
during the Term, upon written order thereof by GTX, provide GTX, free of charge,
with up to [ * ] of Toremifene in bulk powder form (the "Powder"). GTX
undertakes to use such Powder only for studies necessary to support Regulatory
Approval for Product for use in the Field. Upon ordering Powder from Orion, GTX
shall provide Orion with a detailed description of such study(ies) and the
expected amount of Powder needed for said study(ies).

      As consideration for Orion's agreeing to provide the Powder to GTX, all
results, data, information, inventions, memoranda, reports, discoveries, work
products and other results (including without limitation any patents(s) granted
thereon), which are conceived, derived, reduced to practice, made and/or
developed by or on behalf of GTX and arising out of or relating to the use of
the Powder (hereinafter referred to as "Results") shall be jointly owned by GTX
and Orion such that each party shall have a one-half undivided interest in and
to such results, without a duty of accounting to the other Party. Orion's
interest in the Results, and any patent rights related thereto, shall be subject
to the licenses granted to GTX pursuant to Section 2.1 to the extent such
Results are included in the Orion Patent Rights or Orion Know-How. GTX hereby


                                      33.

grants to Orion an exclusive, royalty-free, worldwide license with the right to
grant sublicenses, under GTX's joint interest in the Results and any
intellectual property rights relating thereto for use in developing, using,
having used, selling, having sold, importing, marketing and distributing
products outside of the Field. Orion hereby grants to GTX an exclusive,
royalty-free, worldwide license, with the right to grant sublicenses, under
Orion's joint interest in the Results and any intellectual property rights
relating thereto, for use in developing, using, having used, selling, having
sold, importing, marketing and distributing products in the Field, to the extent
such rights are not otherwise included in the Orion Patent Rights or Orion
Know-How licensed to GTX pursuant to Section 2.1.1.

      Any use of the Results by GTX other than for the purposes of this
Agreement (hereinafter referred to as "Other Use"), shall not be permitted
without the express written consent of Orion, which Orion may withhold at its
sole discretion.

      Without prejudice to the foregoing, the Results shall be deemed both
Orion's and GTX's Confidential Information and shall be used and treated for
purposes of Section 8 of this Agreement as Confidential Information of the other
Party. GTX shall promptly disclose to Orion all Results immediately when such
Results are available.

      GTX and Orion shall mutually determine whether or not any of the Results
provide the basis for any patentable inventions. If both Orion and GTX consider
that patents for any such inventions involving Results should be sought, then
such applications shall, in accordance with what has been stated herein above,
be filed in the Parties' joint name, and the Parties shall share equally all
costs of filing, prosecuting and maintaining relevant patent applications and
patents. The Parties shall negotiate in good faith on the division of
responsibilities with regard to drafting, filing, prosecuting and maintaining
the relevant patent applications and, patents. If the Parties do not decide that
patent application(s) should be filed for any patentable inventions included in
the Results, then the Results shall continue to be treated as Confidential
Information of both Parties.

      13.7  AGREEMENT TERMS GOVERN. Except as otherwise agreed in writing by the
Parties, the terms and conditions of this Agreement shall govern Orion and its
Affiliates' sale of Orion Product to GTX, its Affiliates and GTX Unaffiliated
Sublicensees during the Term, notwithstanding any conflicting terms and
conditions set forth in GTX's forecast, order or purchase documents or in
Orion's sale or acceptance documents and any such conflicting terms are hereby
expressly rejected.

      13.8  PRICE ADJUSTMENT FOR COMMERCIAL SUPPLY. It is agreed upon by the
Parties that the price of the [ * ] tablet of Orion Product to GTX shall be
reduced below [ * ] based upon attaining certain milestone purchases of Product
as follows: if GTX purchases annually an aggregate amount of [ * ] of tablet
[ * ] the price of the tablet shall be [ * ] per [ * ] tablet. Similarly, (i)
the price to GTX of the [ * ] tablet of Orion Product shall be reduced if GTX
purchases annually [ * ] of the [ * ] tablets such that the price per [ * ]
tablet of Orion Product shall be [ * ] and (ii) the price to GTX of the [ * ]
tablet of Orion Product shall be reduced if GTX purchases annually [ * ] of the
[ * ] tablets such that the price per [ * ] tablet of Orion Product shall be
[ * ]. If a price adjustment is triggered under this Section 13.8, then the
adjusted price shall apply to the entire amount of the relevant tablets
purchased during the relevant year.


                                      34.


Orion shall within thirty (30) days after the end of such year, pay to GTX an
amount equal to the number of relevant tablets actually purchased during such
year, multiplied by the difference between the price paid by GTX for supply of
the relevant tablets and the lower price that is actually applicable due to the
adjustment to be made pursuant to this Section 13.8.

      13.9  TERMINATION OF PRODUCT SUPPLY. Orion shall, at its sole discretion,
have the right upon providing twenty-four (24) months prior written notice
thereof, to terminate its obligations under this Section 13 relating to the
manufacture and supply of Orion Product and/or Toremifene (pursuant to Section
13.6.2) in the event that Orion permanently ceases the manufacture of Toremifene
and/or Orion Product. In the event that Orion so terminates such obligations,
Orion shall grant GTX a contingent license under the Orion Patent Rights, Orion
Know-How and the Manufacturing Patents to make and have made Product for use in
the Field in the GTX Territory during the Term, with such license to be
exclusive with respect to Products for use in the Field and in the North
American Territory, and non-exclusive for exclusive use in the Field in the ROW
Territory. Such license shall become effective upon GTX's receipt of notice from
Orion under this Section 13.9. Orion shall during such twenty-four (24) month
notice period, and as soon as practically possible after GTX's written request,
provide GTX with Product Manufacturing Know-How to the extent reasonably
necessary to enable GTX to exercise its back-up manufacturing right pursuant to
this Section 13.9, including without limitation providing up to ten (10)
person-days of technology transfer assistance at GTX's site of manufacture of
Product using Orion personnel skilled in such manufacturing operations, at no
charge to GTX.

14.   PRODUCT WARRANTIES AND INDEMNIFICATION

      14.1  PRODUCT WARRANTIES AND LIMITATIONS

            14.1.1 ORION WARRANTIES. Orion warrants and represents that the
Orion Product manufactured by Orion, its Affiliate(s) or subcontractor(s), as
the case may be, and delivered to GTX, its Affiliate(s) or GTX Unaffiliated
Sublicensee(s) hereunder for resale shall (i) from the date of shipment until
the end of the specified shelf-life conform to the Specifications (provided,
however, that Orion Product has after shipment been handled and stored properly
and been afforded sufficient protection against deterioration and damage) and
shall have been manufactured in accordance with U.S. FDA Good Manufacturing
Practices and equivalent Good Manufacturing Practices in Europe to the extent
applicable to Orion, its Affiliates or subcontractors as the manufacturer(s) of
Orion Product, and (ii) be transferred free and clear of any security interests,
liens and encumbrances. It is expressly agree that, except as expressly provided
for in Section 10.2, no representation, warranty, commitment or obligations
given, made or undertaken by Orion in this Agreement shall apply with regard to
any Product manufactured by a party other than Orion, its Affiliates or
subcontractors, including without limitation any Product manufactured by or on
behalf of GTX under its stand-by and other manufacturing rights pursuant to
Section 7.6, 13.9, 15.1, 16.3.2, 16.4 or 20.2.2.

            14.1.2 LIMITATIONS. Except as otherwise expressly stated herein, no
warranties or representations, express or implied are made or shall be deemed to
have been made by Orion, its Affiliate or subcontractor including without
limitation the warranties of fitness for a particular purpose and
merchantability, regarding any Product, including without limitation the Orion


                                      35.

Product and Other Product. Subject to Orion's warranty and indemnification
obligations under this Agreement for Orion Product, Orion shall have no
responsibility or liability for any Product, including without limitation Orion
Product and Other Product manufactured by Orion and/or used, supplied, marketed,
or sold by GTX, its Affiliates or GTX Unaffiliated Sublicensees.

      14.2  CERTIFICATE OF ANALYSIS. Orion shall furnish GTX with one or more
certificates of analysis for each batch of Orion Product supplied hereunder, in
the form required by law in each country of GTX Territory where the Orion
Product is marketed, with shipment of each such batch.

      14.3  PRODUCT INSPECTIONS

            14.3.1 GTX INSPECTION AND ANALYSIS. GTX shall inspect and analyze a
representative sample of Orion Product from batches supplied by Orion promptly
after receipt. If, after inspection, GTX reasonably believes the shipment does
not meet the Specifications, GTX shall notify Orion in writing within thirty
(30) days after GTX's receipt of any such goods. If GTX does not so notify
Orion, GTX shall be deemed to have waived all claims against Orion for said
quantity delivered, except for any latent defects that could not have been
reasonably discovered upon such inspection, which defects shall be notified by
GTX to Orion within fourteen (14) days from discovery of same. Any claims by GTX
regarding goods delivered shall specify in reasonable detail the nature and
basis for the claim and cite relevant Orion lot numbers or other information to
enable specific identification of the goods involved. GTX shall not be required
to accept Orion Product having a shelf-life of less than eighty percent (80%) of
the stated expiration dating on the date of shipment by Orion.

            14.3.2 ORION RESPONSE. Orion shall respond to all claims made by GTX
on a case-by-case basis and Orion shall have the right to first inspect any
goods involved before being required to take any action with respect thereto.
Orion shall review any such claim of nonconformity made by GTX within thirty
(30) business days of receipt of GTX's notice under Section 14.3.1 and conduct
any required testing of the goods involved as soon as possible, but in no event
later than forty-five (45) days after receipt thereof, or earlier if the U.S.
FDA or any corresponding regulatory authority in the Territory requires an
earlier response from Orion. If such review and testing by Orion (or testing by
an independent laboratory as set forth below) confirms that a claimed quantity
does not meet the Specifications, then, at Orion's expense, GTX shall dispose of
or return such quantity involved as Orion shall direct in writing and Orion
shall replace such quantity with conforming goods as soon as possible, but in no
event later than sixty (60) days after testing is completed, which shall be
GTX's sole and exclusive remedy for such non-conformity. If the Parties fail to
agree as to whether a delivered quantity meets the Specifications, then the
Parties shall have the batch in dispute analyzed by a mutually agreed upon
independent testing laboratory located in the country in which Orion Product to
which goods relate is intended for resale, or, if the Parties agree, in Finland.
Such laboratory's determination shall be deemed final as to any dispute over the
Specifications and the nonprevailing Party shall bear the costs of such
independent laboratory's testing.

      14.4  PRODUCT STORAGE. Each Party shall properly store Orion Product under
conditions that will not adversely affect the quality or normal shelf life
thereof.


                                      36.

      14.5  GTX RESPONSIBILITIES IN GTX TERRITORY

            14.5.1 LABELING. GTX shall be responsible for packaging of the
Product, and for all labeling, inserts, packaging and promotional materials and
any other materials which accompany, are distributed, used or referred to in any
way by GTX, its Affiliate(s) or GTX Unaffiliated Sublicensee(s) in connection
with the Product and GTX shall ensure that same shall conform to all legal
requirements in each country of the GTX Territory in which the Product is sold.
Subject to applicable legal and regulatory requirements and space limitations,
all Product labeling, packaging, inserts and promotional materials shall
indicate that the Product is sold by GTX under license from Orion. GTX shall,
upon written request therefore by Orion, provide Orion with copies of
representative samples of materials which GTX, its Affiliates and GTX
Unaffiliated Sublicensees intend to use in connection with the marketing,
promotion and sale of the Product thirty (30) days prior to their first use
thereof, provided that nothing herein or otherwise, including without limitation
any request by Orion to be furnished with such materials or review of same,
shall be construed as Orion assuming any liability or responsibility for such
materials or their conformity to all legal requirements in any country of the
GTX Territory in which the Product is sold and such request and/or review by
Orion of such materials shall be without prejudice to the first sentence of this
Section 14.5. GTX, its Affiliates, or GTX Unaffiliated Sublicensee shall
register, promote, market and sell the Product in the GTX Territory only for the
indications for which relevant Regulatory Approvals have been obtained and only
in accordance with applicable legal and governmental authority requirements.

            14.5.2 NOTIFICATION. GTX shall also be responsible for notifying,
reporting or registering this Agreement or the business relationship created
hereby with any government authorities in the GTX Territory to the extent
legally required. Orion shall provide GTX with such assistance as GTX may
reasonably request in connection therewith.

      14.6  RECIPROCAL INDEMNIFICATION PROVISIONS

            14.6.1 ORION INDEMNIFICATION. Orion shall defend, indemnify and hold
GTX, its Affiliates, GTX Unaffiliated Sublicensees, and its and their officers,
directors and employees, harmless from and against any and all liabilities,
damages, claims, demands, costs, or expenses (including reasonable attorneys'
fees) Losses claimed by any Third Party for any property or other economic loss
or damage or injury or death suffered by it to the extent the same is determined
to have been caused by (A) the negligence, fault, willful wrongdoing or any
other act or omission in relation to the manufacture by Orion, its Affiliates or
subcontractor(s) of the Orion Product, or a material breach of this Agreement by
Orion, its Affiliate(s) or Unaffiliated Sublicensee(s), or (B) or a breach by
Orion of the warranties set forth in Section 14.1, except with respect to each
of (A) and (B) to the extent that such Losses are caused by activities for which
GTX must defend, indemnify and hold harmless pursuant to Section 14.6.2.

            14.6.2 GTX INDEMNIFICATION IN GTX TERRITORY. GTX shall defend,
indemnify and hold Orion, its Affiliates, and its and their the officers,
directors and employees harmless from and against any and all Losses claimed by
any Third Party for any property or other economic loss or damage, injury or
death suffered by it to the extent the same is determined to have been caused by
(A) the negligence, fault, willful wrongdoing or any other act or omission, or
material breach of this Agreement by GTX, its Affiliates or Unaffiliated


                                      37.

Sublicensees or (B) the manufacture, use, sale, importation, distribution,
and/or marketing of the Product in the Field in GTX Territory, including without
limitation any product liability claim for property or other economic loss or
damage, injury or death suffered by a Third Party arising out of or relating to
the Product or Other Product or use thereof, except with respect to each of (A)
and (B) to the extent that such Losses are caused by activities for which Orion
must defend, indemnify and hold harmless GTX pursuant to Section 14.6.1.

      14.7  CONDITIONS FOR INDEMNIFICATION. With respect to any indemnification
obligations of either Party to the other Party under this Agreement, the
following conditions must be met for such indemnification obligations to become
applicable: (A) the indemnified Party shall notify the indemnifying Party
promptly in writing of any claim which may give rise to an obligation on the
part of the indemnifying Party hereunder; (B) the indemnifying Party shall be
allowed to timely undertake the sole control of the defense of any such action
and claim, including all negotiations for the settlement, or compromise of such
claim or action at its sole expense; and (C) the indemnified Party shall render
reasonable assistance, information, cooperation and authority to permit the
indemnifying Party to defend such action, it being agreed that any out-of-pocket
expenses or other expenses incurred by the indemnified Party in rendering the
same shall be borne or reimbursed promptly by the indemnifying Party.

      14.8  LIABILITY INSURANCE. GTX shall procure and maintain insurance,
including product liability insurance, adequate to cover its obligations
hereunder and which are consistent with normal business practices of prudent
companies commercializing products of similar nature that present similar
liability risks. It is understood that such insurance shall not be construed to
create a limit of GTX's liability with respect to its any of its obligations
hereunder, including without limitation its indemnification and compensation
obligations under this Agreement. GTX shall provide Orion with written evidence
of such insurance (including without limitation financial information that
describes the amounts available under such insurance) upon request. This Section
14.8 shall survive the termination expiration of this Agreement for ten (10)
years for whatsoever reason.

15.   STANDBY MANUFACTURING RIGHTS

      15.1  INABILITY TO MANUFACTURE OR SUPPLY. If Orion is unable to supply or
manufacture Orion Product, as ordered pursuant to Sections 13.1.2 and 13.3.2,
for ninety (90) or more consecutive days after the agreed delivery time for any
reason, (including but not limited to a Force Majeure event), save as for
reasons arising from acts or omissions of GTX, its Affiliates and/or its
Unaffiliated Sublicensees, including without limitation failure by GTX, its
Affiliates and/or its Unaffiliated Sublicensees to notify Orion of Orion's
failure to deliver Orion Product ordered pursuant to Sections 13.1.2 and 13.3.2,
then GTX may, at its option, responsibility and expense, elect to manufacture or
have a Third Party manufacture Toremifene for use in manufacturing and selling
the Product for use in the Field anywhere in the GTX Territory until such time
as Orion can demonstrate to GTX's reasonable satisfaction that Orion is capable
of resuming the manufacture of Toremifene and/or Orion Product, as applicable.
To the extent necessary to implement such standby manufacturing rights, Orion
hereby grants GTX a contingent license under the Orion Patent Rights, Orion
Know-How and Manufacturing Patents to make and have made Product for use in the
Field in the GTX Territory. Such license shall be exclusive with respect to
Products for use in the Field and in the North American Territory, and


                                      38.

nonexclusive for exclusive use in the Field in the ROW Territory, with such
license to become effective only under the circumstances specified in the
preceding sentence. In such case, Orion shall as soon as practically possible
provide GTX with Product Manufacturing Know-How to the extent reasonably
necessary to enable GTX to exercise its back-up manufacturing right pursuant to
this Section 15.1, including without limitation providing up to ten (10)
person-days of technology transfer assistance at GTX's site of manufacture of
Product using Orion personnel skilled in such manufacturing operations, at no
charge to GTX. Orion shall promptly notify GTX in writing of any circumstances
rendering it unable to manufacture Product and the estimated duration of such
circumstances. GTX's standby-manufacturing rights under this Section 15.1 shall
be GTX's sole and exclusive remedy for Orion's failure to manufacture or have
manufactured Orion Product for supply to GTX under Section 13.

16.   MANUFACTURING INSPECTIONS AND CHANGES

      16.1  REGULATORY INSPECTIONS. Each Party shall allow representatives of
the U.S. FDA and any other regulatory agency or authority with jurisdiction over
the manufacture, marketing and distribution of the Product to tour and inspect
all facilities utilized by such Party in the manufacture, testing, packaging,
storage, and shipment of Product sold under this Agreement, and shall co-operate
with such representatives in every reasonable manner. Each Party shall also
provide the other Party with a copy of any U.S. FDA Form 483 notices of adverse
findings, regulatory letters or similar notifications it receives from any other
governmental authority setting forth adverse findings or non compliance with any
applicable laws, regulations or standards relating to the Product within five
(5) days of its own receipt thereof. Each Party shall also provide the other
Party with a copy of its proposed written response to such governmental
authority before submission and shall incorporate any changes thereto which the
other Party may reasonably request.

      16.2  ORION-INITIATED MANUFACTURING CHANGES. Save as for changes required
under applicable laws and regulations or by any competent regulatory or other
authority, during the Term, Orion shall not make any material changes to its
manufacturing operations for Toremifene and Orion Product to be supplied to GTX
pursuant to this Agreement, without informing GTX prior to such changes;
provided that if such changes would require GTX to make additional filings with
regulatory authorities or to seek additional Regulatory Approvals for Orion
Product, then Orion shall not make such change without GTX's prior written
consent, such consent not to be unreasonably withheld, conditioned or delayed

      16.3  GTX-INITIATED MANUFACTURING CHANGES

            16.3.1 GTX REQUEST FOR MANUFACTURING CHANGES. Prior to Orion
providing GTX with notice pursuant to Section 13.9, GTX may, from time to time
during the Term and as agreed in this Section 16.3, make a written and detailed
request for changes in Orion's manufacturing operations, or the Specifications,
for Toremifene and Orion Product. Such changes that are required and mandatory
under applicable laws and regulations in a Major Country shall be deemed
"Required Manufacturing Changes", and such changes that are intended to promote
quality control/quality assurance, and/or to achieve greater efficiency or cost
savings in the manufacturing process shall be deemed "Other Manufacturing
Changes".


                                      39.

            16.3.2 REQUIRED MANUFACTURING CHANGES. Provided that GTX furnishes
Orion with evidence of Required Manufacturing Changes, Orion shall commence the
implementation of Required Manufacturing Changes as soon as practicable, but in
no event later than (i) ninety (90) days after receipt of GTX's request (or
within such other longer time period as may be mutually agreed upon by the
Parties if implementation within ninety (90) days is impossible or reasonably
impractical, such agreement not to be unreasonably withheld, condition or
delayed by GTX) or (ii) earlier if required by the U.S. FDA or any corresponding
regulatory authority in a Major Country. If Orion does not commence the
implementation of Required Manufacturing Changes within the time period
referenced in the preceding sentence or does not notify GTX in writing that
Orion disputes whether GTX's requested changes are Required Manufacturing
Changes, then GTX shall have the option to exercise standby manufacturing rights
for Toremifene and Product pursuant to Section 15.1 until such time as Orion
implements such Required Manufacturing Changes. If Orion notifies GTX in writing
that Orion disputes whether GTX's requested changes are Required Manufacturing
Changes, the Parties shall resolve such dispute by reference to a mutually
agreed upon independent Third Party regulatory expert as soon as possible for a
binding determination of whether the requested changes are Required
Manufacturing Changes. If such independent Third Party regulatory expert
determines that GTX's requested changes are Required Manufacturing Changes,
Orion shall implement such changes as soon as possible. Any modification to the
Specifications that is necessary to implement or reflect a Required
Manufacturing Change shall be deemed to be included in the Specifications, and
any Products manufactured thereunder by Orion shall be deemed Orion Products.

            16.3.3 OTHER MANUFACTURING CHANGES. Orion shall give due
consideration to making Other Manufacturing Changes proposed by GTX. Orion shall
within sixty (60) days from receipt of GTX's written request for Other
Manufacturing Changes provide GTX a written response to such request indicating
whether it would be willing to discuss, and as appropriate, negotiate the terms
and conditions under which Orion would be willing to implement such Other
Manufacturing Changes.

      16.4  NEW DOSAGE STRENGTHS AND FORMULATIONS. Upon written request by GTX,
the Parties shall meet in person or by teleconference to discuss, and as
appropriate, negotiate the terms under which Orion would be willing to
manufacture and supply to GTX any dosage strengths or formulations of the
Product other than those that are available as an Orion Product as of the
Amendment Date (including without limitation any combination Product containing
Toremifene and another active ingredient) or any Product otherwise having
specifications different from Orion Product Specifications (such Products,
collectively "Other Product(s)"), as provided in this Section 16.4.

      The Parties shall conduct such discussions during a sixty (60) day period
following GTX's written request setting forth in sufficient detail the changes
proposed by GTX, or any mutually agreed extension of such time period
("Evaluation Period"). If Orion would be willing to manufacture such Other
Product, Orion shall within the Evaluation Period notify GTX of the terms and
conditions under which it would be willing to do so, and the Parties shall
negotiate a written amendment to this Agreement to include the applicable terms
and conditions under which Orion would manufacture such Other Product, including
without limitation the supply price of such Other Product. Upon execution of
such amendment, such Other Product shall be


                                      40.

deemed to be an Orion Product. Such negotiation shall be conducted for up to one
hundred twenty (120) days following GTX's receipt of Orion's notice of such
terms and conditions ("Negotiation Period"). It is expressly agreed that Orion
shall have no obligation to manufacture and supply any Other Product unless a
mutually acceptable definitive written amendment to this Agreement, if any, in
relation to such Other Product is executed by duly authorized representatives of
both Parties.

      In the event Orion notifies GTX within the Evaluation Period that it will
not be interested in supplying such Other Product, or the Parties do not amend
this Agreement during the Negotiation Period to specify applicable terms for, or
execute another agreement governing, Orion's supply of such Other Product for
use in the Field, then if GTX has a good faith basis for requiring supply of
such Other Product, including but not limited to its desire to develop a dosage
strength of Product other than one which is in clinical development by or on
behalf of GTX as of the Amendment Date and in which an Orion Product is
available, or a formulation of Product that incorporates a new technology or
another active ingredient in order to optimize the pharmacokinetic properties of
Product, improve the competitive position of Product in the market, or to
increase the efficiency or safety of Products, GTX shall have the right to
manufacture, or engage a Third Party subcontractor to manufacture, such Other
Product for sale and use in the Field only. GTX shall exercise such right to
manufacture or have manufactured an Other Product for sale and use in the Field
pursuant to this Section 16.4 in good faith only, and not for the purpose of
obtaining the right to manufacture Product by, for example, proposing minor
changes to the Product formulation that do not present a commercially reasonable
basis for development. To the extent reasonably necessary to implement such
manufacturing right, Orion hereby grants GTX a contingent license under Orion's
Patent Rights, Orion Know-How, Manufacturing Patents, and Product Manufacturing
Know-How to make and have made the relevant Other Product for use in the Field
in the GTX Territory. Such license shall be exclusive with respect to Products
for use in the Field and in the North American Territory, and nonexclusive for
exclusive use in the Field in the ROW Territory, and shall become effective only
under the circumstances specified in this Section 16.4.

17.   PRODUCT RECALLS

      17.1  RECALL NOTIFICATION. Each Party shall promptly notify the other
Party in writing of any facts relating to the advisability of the recall,
destruction or withholding from the market of the Product anywhere in the GTX
Territory (collectively, "Recall").

      17.2  RECALL IMPLEMENTATION IN GTX TERRITORY. If at any time (A) any
governmental or regulatory authority in the GTX Territory issues a request,
directive or order for a Recall; (B) a court of competent jurisdiction orders a
Recall in the GTX Territory; or (C) GTX determines, following consultation with
Orion (except in emergency situations in which there is insufficient time for
such consultation), that a Recall in the GTX Territory is necessary or
advisable, GTX shall take all appropriate corrective actions to effect the
Recall and Orion shall provide GTX with such cooperation in connection with the
Recall as GTX may reasonably request.

      17.3  RECALL COSTS AND EXPENSES IN GTX TERRITORY. GTX shall bear the costs
and expenses of any Recall in the GTX Territory, provided that Orion shall bear
all costs and


                                      41.

expenses of any Recall in the GTX Territory to the extent such Recall is the
result of a breach in the warranties set forth in Section 14.1.

18.   ADVERSE DRUG EXPERIENCES

      18.1  ADVERSE EVENTS.

                  (A)   To ensure that all relevant safety information for
Toremifene is shared between the Parties, the following information will be
exchanged: (i) GTX will provide to Orion all regulatory safety updates (e.g.
120-day safety updates, annual reports, post-authorization safety updates) upon
public release thereof concerning the Product; and (ii) Orion will provide to
GTX Periodic Safety Update Reports upon public release thereof prepared in
accordance with ICH E2C guidelines covering Orion's Toremifene indication for
breast cancer. In addition, any safety information which may negatively affect
the benefit-risk ratio of Toremifene products or that may have consequences
regarding the product information (e.g. labeling, data sheets, instruction
leaflets) or may require immediate safety measures to be taken by either Party
shall be forwarded to the other Party without any delay. Each Party is
responsible for any regulatory safety reporting requirements with respect to its
own Regulatory Approval applications and regulatory requirements according to
applicable laws, rules and regulations. If the FDA requires that reports of
adverse events must be exchanged between the Parties, and submitted to the FDA
in connection with both Parties' regulatory filings for Toremifene products, the
details of the Parties' exchange of such information will be modified
accordingly and documented as an Exhibit to this Agreement.

                  (B)   The intent of Section 18.1(a) is to enable each Party to
comply with regulatory requirements for Toremifene products. If either Party
learns that the foregoing exchange of information is not sufficient for such
Party to meet regulatory requirements with respect to Toremifene products that
it has the right to commercialize, it may so note by the other Party. Promptly
thereafter, the Parties shall discuss and agree upon a mutually acceptable
modification to the foregoing procedure that enables the Party providing such
notice to conform with such regulatory requirements with respect to such
Toremifene products. Specifically and without limitation, to the extent
regulatory authorities outside of the United States require reporting or other
obligations with respect to adverse drug experiences in addition to those stated
in Section 18.1(a) above, the Parties shall, promptly after the Amendment Date,
meet and negotiate in good faith mutually agreeable procedures to meet such
obligations.

      This Section 18 shall survive the expiration or termination of this
Agreement.

19.   REPRESENTATIONS AND WARRANTIES

      19.1  REPRESENTATIONS AND WARRANTIES OF THE PARTIES. Each Party hereby
represents and warrants to the other Party as follows:

                  (A)   CORPORATE STATUS. It is a corporation duly organized and
validly existing under the laws of its state or other jurisdiction of
incorporation or formation;

                  (B)   AUTHORITY. It has the power and authority to execute and
deliver this Agreement, and to perform its obligations hereunder;


                                      42.

                  (C)   NO CONFLICTS. The execution, delivery and performance by
it of this Agreement and its compliance with the terms and provisions hereof
does not and will not conflict with or result in a breach of any of the terms
and provisions of or constitute a default under (i) any loan agreement,
guaranty, financing agreement, agreement affecting a product or other agreement
or instrument binding or affecting it or its property; (ii) the provisions of
its charter documents or by-laws; or (iii) any order, whit, injunction or decree
of any court or governmental authority entered against it or by which any of its
property is bound;

                  (D)   NO APPROVALS. Except for the regulatory filings and
approvals for the Product referenced herein, no authorization, consent or
approval of any governmental authority or Third Party is required for the
execution, delivery or performance by it of this Agreement, and the execution,
delivery or performance of this Agreement will not violate any law, rule or
regulation applicable to such party;

                  (E)   ENFORCEABILITY. This Agreement has been duly authorized,
executed and delivered and constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to the availability
of particular remedies under general equity principles; and

                  (F)   COMPLIANCE WITH LAWS. It shall comply with all
applicable local, state, national, regional and governmental laws and
regulations relating to its activities under this Agreement.

                  (G)   NEGATIVE DATA OR INFORMATION. Each Party has, to the
best of its management knowledge, no knowledge of negative data or information
regarding the Product, which, to the best of its reasonable belief, would have a
material effect on the regulatory approval process and/or on the
commercialization of the Product in the Field.

20.   TERM AND EARLY TERMINATION RIGHTS

      20.1  TERM. The Term shall be as stated in Section 1.33.

      20.2  TERMINATION FOR CAUSE. Either Party shall have the right, without
prejudice to any other rights or remedies available to it, either to terminate
this Agreement or the license rights granted to a Party under this Agreement on
a country-by-country basis for cause as described in this Section 20.2 as
follows.

            20.2.1 BANKRUPTCY. Either Party shall have the right to terminate
this Agreement and same shall terminate upon expiry of a sixty (60) days notice
period, if the other Party becomes insolvent, is adjudged bankrupt, applies for
judicial or extra-judicial settlement with its creditors, makes an assignment
for the benefit of its creditors, voluntarily files for bankruptcy or has a
receiver or trustee (or the like) in bankruptcy appointed by reason of its
insolvency, or in the event an involuntary bankruptcy action is filed against
the other Party and not dismissed within ninety (90) days, or if the other Party
becomes the subject of liquidation or dissolution proceedings or otherwise
discontinues business.


                                      43.

            20.2.2 MATERIAL BREACH. If either Party commits a material breach of
this Agreement and if the Party alleged to be in breach of this Agreement fails
to (i) cure such breach or (ii) commence bona fide dispute resolution
proceedings under Section 24.2 contesting whether a breach has occurred and/or
whether such breach is a material breach, in either case within sixty (60) days
after receipt of written notice from the Party asserting the breach, then the
Party asserting the breach may terminate this Agreement in its entirety (if such
breach is a material breach other than as specified in Section 11.11.1), or, if
such breach is by GTX and is described in Section 6.4.2 or 11.11.1 terminate the
license granted to GTX pursuant to Section 2.1 with respect to the Major Country
in relation to which such material breach occurred. If the Agreement is
terminated either in its entirety or with regard to a particular Major Country,
as the case may be, then:

      if GTX is the breaching Party, then GTX shall grant to Orion a
nonexclusive, royalty-bearing license, with the right to grant sublicenses,
under the GTX Patent Rights, the Trademark and the GTX Know-How to make have
made, use, sell, offer for sale, market and promote, and import Products in the
country(ies) in which GTX's license terminates (if such breach is a material
breach described in Section 6.4.2) or, for any other material breach, throughout
the GTX Territory; or

      if Orion is the breaching Party, then the license granted to GTX shall be
expanded to include a license under the Orion Patent Rights, Orion Know-How, and
Manufacturing Patents to make and have made Products for use in the Field in the
GTX Territory during the Term, with such license to be exclusive with respect to
Products for use in the Field and in the North American Territory, and
nonexclusive for exclusive use in the Field in the ROW Territory, and Orion
shall as soon as practically possible provide GTX with Product Manufacturing
Know-How to the extent reasonably necessary to enable GTX to exercise its
manufacturing right pursuant to this Section, including without limitation
providing up to ten (10) person-days of technology transfer assistance at GTX's
site of Manufacture or Product using Orion personnel skilled in such
manufacturing operations, at no charge to GTX.

      If a non-breaching Party obtains a license under this Section 20.2.2
above, it shall pay to the other Party a running royalty equal to [ * ] of such
non-breaching Party's Net Sales of Product in the territory in which such
license applies. Furthermore, if GTX is the breaching Party, GTX shall promptly
transfer to Orion, at GTX's expense, all Regulatory Approvals and registration
filings for the Product in the territory in which Orion obtains such license,
together with such documentation, information and data in its possession as
Orion may need for regulatory compliance in the course of exercising its rights
in such territory with respect to Product.

      20.3  TERMINATION BY MUTUAL AGREEMENT. The Parties may terminate this
Agreement at any time by drafting and executing a mutually acceptable written
agreement. The written agreement shall specify the consequences of such
termination.

      20.4  OTHER TERMINATION BY ORION

            20.4.1 Orion shall have the right to terminate this Agreement upon
thirty (30) days prior written notice to GTX if any business entity which is a
direct competitor of Orion for


                                      44.

Toremifene should any time during the Term acquire control over the business
affairs of GTX by purchase or acquisition of a fifty percent (50%) or greater
interest in GTX's issued and outstanding stock, all or substantially all of
GTX's assets, or the GTX business unit or division dealing with the Product. If
Orion after the thirty (30) days from receipt of notification (such notification
to be furnished by GTX to Orion at the latest by such purchase or acquisition
becoming public knowledge), does not exercise its rights to terminate this
Agreement, Orion shall irrevocably lose and forfeit such right.

      20.5  OTHER TERMINATION BY GTX

            20.5.1 CHANGE OF CONTROL OF ORION. GTX shall have the right to
terminate this Agreement upon thirty (30) days prior written notice to Orion if
any business entity which is a direct competitor of GTX for Toremifene for use
in the Field should any time during the Term acquire control over the business
affairs of Orion by purchase or acquisition of a fifty percent (50%) or greater
interest in Orion's issued and outstanding stock, all or substantially all of
Orion's assets, or the Orion business unit or division dealing with the Product.
If GTX after the thirty (30) days from receipt of notification, such
notification to be furnished by Orion to GTX at the latest by such purchase or
acquisition becoming public knowledge, does not exercise its rights to terminate
this Agreement, GTX shall irrevocably lose and forfeit such right.

            20.5.2 SAFETY OR EFFICACY. If at any time during the Term: (i) GTX
decides not to file an application for Regulatory Approval in any country or
decides to withdraw such application due to documented adverse reactions or
other safety issues with the Product or the Product's lack of efficacy or
limited efficacy (collectively, "Safety or Efficacy Issues"); (ii) GTX's
application(s) for Regulatory Approval in any country is rejected due to Safety
or Efficacy Issues; (iii) GTX's application(s) for Regulatory Approval in any
country is subsequently withdrawn because of Safety or Efficacy Issues; or (iv)
the Product is withdrawn or recalled from the market in any country because of
Safety or Efficacy Issues, then GTX may, at its option, terminate this Agreement
with respect to such country upon thirty (30) days prior written notice to
Orion. GTX must exercise this right of termination within the later of (a) sixty
(60) days of the occurrence of the event giving rise to such right or (b) thirty
(30) days of GTX's last meeting, if any, with the relevant regulatory
authorities, provided that GTX uses reasonable diligence to schedule such
meeting and that Orion is providing reasonable co-operation to GTX in connection
with such meeting. GTX may, at its option, exercise its right of termination
under this Section 20.5.2 on a country-by-country basis, and, if GTX does so,
GTX's termination notice shall specify the country or countries of the GTX
Territory affected.

      20.6  EFFECT OF TERMINATION. Termination or expiration of this Agreement
through any means and for any reason shall not relieve the Parties of any
obligations accruing prior thereto and shall be without prejudice to the rights
and remedies of either Party with respect to any prior breach of any of the
provisions of this Agreement.

21.   NOTICES

      21.1  MANNER OF GIVING NOTICES. All notices required or permitted in
connection with this Agreement shall be writing and may be given by personal
delivery, prepaid registered or certified airmail letter, courier, facsimile,
addressed to the Party to receive the same at its address


                                      45.

set forth below, or to such other address as it shall later designate by like
notice to the other Party. Notice of termination of this Agreement if given by
facsimile shall be confirmed by prepaid registered or certified airmail letter
dated and posted within twenty-four (24) hours. The effective date of receipt of
any notice if served by facsimile shall be deemed the first business day in the
city of destination following the transmission or dispatch thereof and, if
served by courier shall deemed the second business day in the city of
destination following the dispatch thereof unless earlier received. Notice by
personal delivery shall be effective as of the date of such delivery.

      21.2  ADDRESSES FOR NOTICES

      Notices to Orion shall be sent to:

      Orion Corporation
      Orion Pharma
      Attn: President of Orion Pharma
      Orionintie 1, P.O. Box 65
      FIN-02101 Espoo
      Finland
      Facsimile: 358-9-429-3044

      With a copy to:

      Orion Corporation
      Orion Pharma
      Attn: Legal Counsel
      Orionintie 1, P.O. Box 65
      FIN-02101 Espoo
      Finland
      Facsimile: 358-9-429-4088

      Notices to GTX shall be sent to:

      GTx, Inc.
      Attn: President, with a copy to the General Counsel
      3 North Dunlap Avenue,
      Van Vleet Building, Third Floor
      Memphis, Tennessee 38163
      U.S.A.
      Telephone: 1-901-523-9700 x107
      Facsimile: 1-901-523-9772

      Cooley Godward LLP
      Five Palo Alto Square
      3000 El Camino Real
      Palo Alto, CA 94306-2155

      Attention: Robert Jones, Esq.


                                      46.

      Telephone: (650) 843-5034
      Facsimile: (650) 849-7400

22.   INTEGRATION

      This Agreement represents the entire Agreement between the Parties
relating to the subject matter hereof and supersedes all prior arrangements,
understandings, correspondence, notes, minutes and agreements between the
Parties (or their predecessors in interest) whether written or oral. No
supplement, modification or amendment of this Agreement shall be binding unless
executed by the Parties in writing and signed by the duly authorized
representatives of both Parties.

23.   ASSIGNMENT

      Neither Party may assign this Agreement or any of its rights hereunder,
nor delegate any of its duties or obligations hereunder, to any Third Party
without the prior written consent of the other Party, except to an Affiliate in
accordance with the terms of this Agreement, in which case notification thereof
shall be provided to the other Party no later than thirty (30) days prior to
such assignment to an Affiliate. Neither Party shall unreasonably withhold its
consent which shall be provided within thirty (30) days, to such contemplated
assignment if such contemplated assignment is in connection with the sale by
either Party of all or substantially all of its assets to a Third Party. Any
assignment of this Agreement to an Affiliate of the assigning Party shall not
relieve the assigning Party of its responsibilities and obligations hereunder.

24.   GOVERNING LAW AND DISPUTE RESOLUTION

      24.1  GOVERNING LAW. This Agreement, including the validity, construction,
interpretation and performance thereof, shall be governed entirely by the laws
of Sweden. It is the specific intent and agreement of the Parties that the
United Nations Convention on the International Sale of Goods shall not apply to
this Agreement.

      24.2  DISPUTE RESOLUTION. All disputes arising out of or in connection
with this Agreement (except those involving actions commenced by or involving
Third Parties and affecting or involving only one of the Parties) shall be
resolved with the following mechanism:

            24.2.1 ATTEMPTED AMICABLE RESOLUTION. The Parties shall promptly
give each other written notice of any disputes requiring resolution hereunder,
which written notice shall specify the Section(s) of this Agreement the other
Party is alleged to have breached and shall briefly state the initiating Party's
claims, and the Parties shall use reasonable efforts to resolve any such
disputes in an amicable manner.

      Any disputes arising in connection with this Agreement which cannot be
resolved in an amicable manner by representatives of the Parties shall be
referred, not later than thirty (30) days after initiation of dispute resolution
proceedings under this Section 24.2.1, to the following corporate officers of
the Parties for resolution:

      For GTX: President and Chief Executive Officer (or his or her designee)


                                      47.

      For Orion: President of Orion-Pharma (or his or her designee)

      Such officers (or their designees) shall attempt to resolve the dispute
and shall communicate with each other by facsimile or telephone or in personal
meetings in an effort to resolve the dispute.

            24.2.2 ARBITRATION. Any disputes (excluding any dispute, controversy
or claim arising out of or relating to the validity, enforceability, scope or
infringement of patent or trademark rights) arising in connection with this
Agreement which cannot be resolved by the Parties within forty-five (45) days
after initiation of dispute resolution proceedings under Section 24.2.1 shall be
finally settled by binding arbitration under the Rules of the Arbitration
Institute of the Stockholm Chamber of Commerce, Stockholm, Sweden in accordance
with said Rules then in effect with proceedings to be held in Stockholm, Sweden
in the English language. Reasonable submission of evidence shall be permitted in
any such proceeding to the extent permitted under and consistent with such
Rules. Judgment upon any award rendered by the arbitrator(s) in such proceedings
may be issued and enforced by any court having competent jurisdiction. Any
disputes arising out of or relating to the validity, enforceability, scope or
infringement of patent or trademark rights shall be submitted for resolution by
a court of competent jurisdiction.

      24.3  EFFECT OF COMMENCING DISPUTE RESOLUTION. If either Party in good
faith commences dispute resolution proceedings under Section 24.2, (A) any
applicable notice periods or cure periods hereunder (including but not limited
to the periods referenced in Sections 20.2 and 20.4) shall be temporarily
suspended pending the outcome of such dispute resolution proceedings and (B) the
non-breaching Party may, at its option, pay any amounts payable to the other
Party that are in dispute into an interest-bearing escrow account pending the
outcome of such dispute resolution proceedings.

25.   LIMITATION OF DAMAGES

      Except for indirect damages resulting from breach of Section 8, in no
event shall either Party be liable to the other Party for any indirect,
consequential or punitive damages in connection with the performance of this
Agreement or any breach of this Agreement (excluding such damages payable to a
Third Party which are subject to the indemnification obligations of the Parties
set forth in this Agreement.

26.   FORCE MAJEURE

      Neither Party shall be held in breach of this Agreement for failure to
perform any of its obligations hereunder to the extent and for the time period
such performance is prevented in whole or in part by reason of any Force Majeure
event, including but not limited to industrial disputes, strikes, lockouts,
riots, mobs, fires, floods, and other natural disasters and Acts of God, wars
declared or undeclared, civil strife, embargo, delays in delivery or defects or
shortages of raw materials from suppliers, loss or breakdown of any production
equipment, losses or shortage of power, damage to or loss of goods in transit,
currency restrictions, or events caused by reason of laws, regulations or orders
by any government, governmental agency or instrumentality or by any other
supervening unforeseeable circumstances whatsoever beyond the control of the
Party


                                      48.

so affected. The Party so affected shall (A) give prompt written notice to the
other Party of the nature and date of commencement of the Force Majeure event
and its expected duration and (B) use its reasonable efforts to avoid or remove
the Force Majeure event as soon as possible to the extent it is so able to do.

27.   RELATIONSHIP OF PARTIES

      The relationship of the Parties under this Agreement is that of
independent contractors. Nothing contained in this Agreement shall be construed
so as to constitute the Parties as partners, joint venturers or agents of the
other. Neither Party has any express or implied right or authority under this
Agreement to assume or create any obligations or make any warranties and
representations on behalf of or in the name of the other Party, or to bind the
other Party to any contract, agreement or undertaking with any Third Party, and
no conduct of the Parties pursuant to the terms of this Agreement shall be
deemed to establish such right or authority. Neither Party shall make any
representation to Third Parties that the relationship created hereby constitutes
a partnership, joint venture or agency relationship.

28.   SEVERABILITY

      In case one or more of the provisions contained in this Agreement shall,
for any reason, be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement, but this Agreement shall be construed by limiting such
invalid, illegal or unenforceable provision, if such is not possible, by
deleting such provision from this Agreement.

29.   NON-WAIVER

      The failure by either Party at any time to enforce any of the terms or
provisions or conditions of this Agreement or exercise any right hereunder shall
not constitute a waiver of the same or affect that Party's rights thereafter to
enforce or exercise the same. No waiver of any of the provisions of this
Agreement shall be deemed binding unless executed in writing by the Party to be
bound by it.

30.   HEADINGS

      The headings in this Agreement are for convenience of reference only and
shall not be used in the interpretation of any provisions hereof.

31.   GOVERNING LANGUAGE

      The English language version of this Agreement shall be controlling in all
respects regardless of whether any translations into any other languages are
made.

32.   EXECUTION

      This Agreement shall be executed by the Parties in two (2) original
counterparts, one (1) original counterpart being retained by each Party and
either of which shall be deemed sufficient to prove the existence and terms and
conditions hereof. This Agreement may be


                                      49.

executed by the Parties by the exchange of facsimile signature pages, with
signed original counterparts of the Agreement to be exchanged by the Parties
promptly thereafter.

      IN WITNESS WHEREOF, the Parties' duly authorized representatives hereto
have executed this Agreement as of the Amendment Date.

ORION CORPORATION                             GTX, INC.

By:     /s/ Jyrki Mattila                     By:     /s/ Mitchell S. Steiner MD
        ------------------------------                --------------------------
        Jyrki Mattila                                 Mitchell Steiner, M.D.

Title:  President                             Title:  Vice-Chairman and CEO
        Orion Corporation Orion Pharma                GTx, Inc.

By:     /s/ Timo Lappalainen                  By:     /s/ Marc Hanover
        ------------------------------                ----------------
        Timo Lappalainen                              Marc Hanover

Title:  Senior Vice President                 Title:  President and COO
        Business Development & Finance                GTx, Inc.
        Orion Corporation Orion Pharma


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                      50.

                               SCHEDULE A: PART I



COUNTRY/JURISDICTION   TITLE                INVENTORS                 PATENT NO.   ISSUE DATE      STATUS
- --------------------   ------------------   -----------------------   ----------   -------------   ------
                                                                                    
1. UNITED STATES       METHOD FOR           1. MITCHELLS S. STENIER   6,265,448    July 24, 2001   Issued
                       CHEMOPREVENTION OF
                       PROSTATE CANCER      2. SHARAN RAGHAW



                                       1.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                               SCHEDULE A: PART II

                     APPLICATIONS FILED IN THE UNITED STATES

[ * ]




                                       2.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                   APPLICATIONS FILED IN FOREIGN JURISDICTIONS

[ * ]




                                       3.

                        SCHEDULE B: PART I. ORION PATENTS

TITLE:   Novel Alkane and Alkene Derivatives and their
         Preparation and Use (Toremifene)



Country                 Patent No.     Expiry
- -------------------     ----------     -------------------
                                 
AU     Australia        556608         May 25, 2008*
BG     Bulgaria         98379          May 20, 2003
CA     Canada           1185977        April 23, 2002
DK     Denmark          170927         December 21, 2003*
EP     Europe           95875          December 21, 2003*
CH     Switzerland      95875          May 19, 2008*
IT     Italy            95875          February 14, 2008*
SE     Sweden           95875          May 20, 2008*
FI     Finland          77839          December 21, 2003*
HK     Hong Kong        83/89          May 20, 2003
HU     Hungary          193536         May 26, 2003
HU     Hungary          200742         May 26, 2003
IE     Ireland          55023          December 21, 2003*
IL     Israel           68784          May 25, 2003
JP     Japan            2105540        May 25, 2003
JP     Japan            1739006        June 29, 2005*
JP     Japan            1959197        May 25, 2003
JP     Japan            1867986        May 25, 2003
LV     Latvia           5066           May 26, 2003
NO     Norway           156164         December 21, 2003*
NZ     New Zealand      204349         May 25, 2003
SG     Singapore        654/88         May 20, 2003
SU     Russia           1508955        May 26, 2003
US     USA              4696949        September 29, 2009*
US     USA              5491173        September 29, 2004
US     USA              4996225        February 17, 2008
ZA     South Africa     833803         May 25, 2003


      Germany, Belgium, Austria, Italy, Sweden, Netherlands, Switzerland,
EP=   Liechtenstein, Luxembourg, Great Britain, France

*     patent term extension




                                       1.


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                 SCHEDULE B: PART II. ORION PATENT APPLICATIONS

TITLE: [ * ]





Country                 Patent No.
- --------------          ----------
                     
CN     China            [ * ]
RO     Romania          [ * ]



*     Administrative protection based on [ * ]

**    Pipe-line protection based on [ * ]




                                       2.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                           SCHEDULE C: SPECIFICATIONS

SPECIFICATIONS FOR [ * ] TABLETS



TEST                SPECIFICATION
- ----------     -------------------------
               [ * ]     [ * ]     [ * ]
               -----     -----     -----
                          
CHARACTERS
Colour         [ * ]     [ * ]     [ * ]
Shape          [ * ]     [ * ]     [ * ]
Score          [ * ]     [ * ]     [ * ]
Code           [ * ]     [ * ]     [ * ]
Coating        [ * ]     [ * ]     [ * ]
[ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]
[ * ]          [ * ]     [ * ]     [ * ]






                                       3.

                        SCHEDULE D: GTS'S MSR OBLIGATION

                   (TO BE COMPLETED PURSUANT TO SECTION 6.1.1)



                                       4.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                       SCHEDULE E: ORION PRODUCT APPROVALS

REGISTRATION STATUS 27.9.2001
ORION PHARMA



Status: Approved, Pending
Submission types: Marketing authorisations
(2 PAGES)



Sent Date  Appl. Date  Product                Country         Decision Date  Decision  M.A. holder
- ---------  ----------  ---------------------  --------------  -------------  --------  -----------------
                                                                      
N=39

[ * ]      [ * ]       [ * ]                  [ * ]                          [ * ]     [ * ]
[ * ]                  [ * ]                  [ * ]                          [ * ]     [ * ]
[ * ]                  [ * ]                  [ * ]                          [ * ]     [ * ]
[ * ]                  [ * ]                  [ * ]                          [ * ]     [ * ]
[ * ]                  [ * ]                  [ * ]                          [ * ]     [ * ]
[ * ]                  [ * ]                  [ * ]                          [ * ]     [ * ]
30.12.87   30.12.87    Fareston 20 mg tablet  Finland         21.12.88       Approved  Orion-yhtyma Oy
                                                                                       Farmos

27.12.88               Fareston 60 mg tablet  Russia          12.12.89       Approved  Orion Corporation
27.12.88               Fareston 20 mg tablet  Russia          12.12.89       Approved  Orion Corporation
26.02.93               Fareston 60 mg tablet  Latvia          20.05.93       Approved  Orion-yhtyma Oy
                                                                                       Farmos

26.02.93               Fareston 20 mg tablet  Latvia          20.05.93       Approved  Orion-yhtyma Oy
                                                                                       Farmos

26.05.92               Fareston 60 mg tablet  Norway          31.07.95       Approved  Orion Corporation
10.11.93               Fareston 60 mg tablet  Ukraine         02.02.96       Approved  Orion Corporation
10.11.93               Fareston 20 mg tablet  Ukraine         02.02.96       Approved  Orion Corporation
14.11.94   30.11.94    Fareston 60 mg tablet  Sweden          14.02.96       Approved  Orion Corporation
14.11.94   30.11.94    Fareston 60 mg tablet  Finland         14.02.96       Approved  Orion Corporation
27.11.94   30.11.94    Fareston 60 mg tablet  United Kingdom  14.02.96       Approved  Orion Corporation
27.11.94   30.11.94    Fareston 60 mg tablet  Spain           14.02.96       Approved  Orion Corporation
27.11.94   30.11.94    Fareston 60 mg tablet  Portugal        14.02.96       Approved  Orion Corporation
27.11.94   29.11.94    Fareston 60 mg tablet  Netherlands     14.02.96       Approved  Orion Corporation
27.11.94   29.11.94    Fareston 60 mg tablet  Luxembourg      14.02.96       Approved  Orion Corporation
27.11.94   28.11.94    Fareston 60 mg tablet  Italy           14.02.96       Approved  Orion Corporation
27.11.94   29.11.94    Fareston 60 mg tablet  Ireland         14.02.96       Approved  Orion Corporation
27.11.94   01.12.94    Fareston 60 mg tablet  Greece          14.02.96       Approved  Orion Corporation
27.11.94   28.11.94    Fareston 60 mg tablet  Germany         14.02.96       Approved  Orion Corporation
27.11.94   30.11.94    Fareston 60 mg tablet  France          14.02.96       Approved  Orion Corporation
27.11.94   30.11.94    Fareston 60 mg tablet  Belgium         14.02.96       Approved  Orion Corporation
17.11.92               Fareston 60 mg tablet  Austria         14.02.96       Approved  Orion Corporation
27.11.94               Fareston 60 mg tablet  Denmark         14.02.96       Approved  Orion Corporation
31.03.96               Fareston 60 mg tablet  Uzbekistan      16.09.96       Approved  Orion Corporation
31.03.96               Fareston 20 mg tablet  Uzbekistan      16.09.96       Approved  Orion Corporation



                                       5.



Sent Date  Appl. Date  Product                Country         Decision Date  Decision  M.A. holder
- ---------  ----------  ---------------------  --------------  -------------  --------  -----------------
                                                                     
19.12.94   03.01.95    Fareston 60 mg tablet  United States   29.05.97       Approved  Orion Corporation
                                              of America

10.04.95   15.07.96    Fareston 60 mg tablet  Hungary         14.01.98       Approved  Orion Corporation
01.08.97   01.08.97    Fareston 60 mg tablet  Cyprus          23.04.98       Approved  Orion Corporation
10.07.96               Fareston 60 mg tablet  Taiwan, R.O.C.  29.09.98       Approved  Orion Corporation
31.03.95               Fareston 60 mg tablet  Dominican       29.12.98       Approved  Orion Corporation
                                              Republic

10.11.95   26.04.96    Fareston 60 mg tablet  China           13.02.99       Approved  Orion Corporation
30.07.01               Fareston 60 mg tablet  Georgia         30.07.01       Approved  Orion Corporation
30.07.01               Fareston 20 mg tablet  Georgia         30.07.01       Approved  Orion Corporation


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



                                       6.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.16

                                    AMENDMENT

This Amendment made and executed as of this 5th day of March 2003 ("effective
date") constitutes a valid and enforceable amendment to the Amended and Restated
Toremifene License and Supply Agreement of the 22nd day of October 2001
(hereinafter referred to as the "Agreement") between Orion Corporation, a
corporation existing under the laws of Finland and having its principal office
at Orionintie 1, 02200 Espoo, Finland (hereinafter referred to as "ORION"), and
GTx, Inc., a corporation organized and existing under the laws of the State of
Tennessee, U.S.A. and having its principal office at 3 North Dunlap Avenue, Van
Vleet Building, Third Floor, Memphis, Tennessee 38163, U.S.A. (hereinafter
referred to as "GTx") (ORION and GTx collectively referred to herein as
"Parties").

WHEREAS, the Parties have entered into the Agreement on October 22, 2001;

WHEREAS, the Parties wish to amend the Agreement on the terms and conditions
contained herein; and

WHEREAS, The Parties wish that all other terms and conditions of the Agreement
shall remain unchanged and shall be retained in full force and effect unless
specifically agreed otherwise herein;

NOW, THEREFORE, the Parties hereto agree as follows:

The Parties have agreed to amend the Section 1.35 of the Agreement to read in
its entirety as follows:

"Toremifene" shall mean [ * ].

The Parties have agreed to amend the Section "Definitions" by adding a new
section 1.42:

"SERM" shall mean [ * ] as described in the Orion Patent Rights including its
isomers, metabolites, derivatives and analogs, having either antiestrogenic or
estrogenic pharmacological properties.

The parties have agreed that the phrase "...anti-estrogen and/or SERM..." as
used in the Agreement shall hereby be amended to delete tHe reference to
"anti-estrogen" and to limit the applicable sentence to only SERMs. By way of
explanation, the definitions for "Competing Product" (Section 1.4), "GTX
Know-How" (Section 1.10), "GTX Patents" (Section 1.11) and "GTX Patent
Applications" (Section 1.12), are all hereby amended to delete the reference
therein to "anti-estrogen" and to limit the definition to SERM as set forth in
the applicable definition.

The Parties have agreed to amend the Section 1.6 of the Agreement to read in its
entirety as follows:

         "Field" shall mean the prevention and treatment of prostate cancer,
         which shall mean for the purposes of hereof: preventing prostate
         carcinogenesis; suppressing or inhibiting prostate cancer; reducing the
         risk of developing prostate cancer; increasing the survival rate of a
         subject with prostate cancer; and treating prostate cancer.
         Furthermore, the Field shall include the prevention and/or treatment of
         osteoporosis, gynecomastia, and hot flashes, induced by chemical or
         surgical androgen deprivation therapy in the treatment of prostate
         cancer.

In consideration of the expansions of the definition of Field, and, as a
consequence, GTx' rights under the Agreement, the Parties have agreed to:

(I) amend section 2.1.5(a) of the Agreement to read in its entirety as follows:

                           (a)      Orion grants GTX, on a country by country
         basis, the right of first negotiation to negotiate further agreements
         under commercially reasonable terms and conditions regarding the
         further development, registration, promotion, marketing, sales and
         distribution of a pharmaceutical product for human use within the Field
         containing SERMs, as the active ingredient (a) which is covered by a
         Valid Claim within the GTX Patent Rights in such country; and (b) for
         which Orion has both a license or other right to develop and
         commercialize such products and within five (5) years after the
         Amendment Date, Orion has commenced Phase I clinical trials for such
         product anywhere in the world for a primary indication falling within
         the Field (a product fulfilling (a) and (b), hereinafter referred to as
         "Additional Product"). [ * ] after GTX's receipt in writing of a first
         offer from Orion regarding commercially reasonable terms and conditions
         for obtaining rights in and to such Additional Product, GTX shall
         notify Orion in writing if it wishes to enter into negotiations with
         respect to such Additional Product. Should GTX elect to exercise such
         right, the Parties agree to negotiate in good faith the commercially
         reasonable terms and conditions for a letter of intent to be completed
         [ * ] of receipt by Orion of such notification from GTX. Any deadlines
         may be extended by mutual written agreement. Should GTX fail to provide
         written notification to Orion by the end of [ * ], or GTX notifies
         Orion that it does not wish to enter into negotiations; or the Parties,
         despite conducting good faith negotiations, are unable to finalize the
         commercial terms of the letter of intent [ * ], GTX shall have no
         further rights in the SERM, and Orion shall be free to contract with a
         Third Party concerning same or itself further pursue the development,
         registration, promotion, marketing, sales and distribution of such
         Additional Product.

(II) amend section 2.1.5(b) of the Agreement to read as follows:

                           (b)      During the term of any Orion Patents or the
         pendency of any Orion Patent Application in the relevant country, Orion
         grants GTX, on a country by country basis as set forth in this Section
         2.1.5(b), a right of first negotiation to negotiate with Orion an
         agreement under which GTX would, on commercially reasonable terms and
         conditions, develop, register, promote, market, sell and distribute
         "Interchangeable Pharmaceutical Products Containing Toremifene" for use
         outside the Field ("Other Activities"), provided, however, that such
         right of first negotiation described in this Section 2.1.5(b) shall not
         extend to breast cancer indications. For purposes hereof,
         "Interchangeable Pharmaceutical Products Containing Toremifene" shall
         mean any pharmaceutical product containing Toremifene for use in humans
         which is sufficiently similar with any Product of GTx (for which at
         least a Phase II clinical trial has been commenced for such Product
         anywhere in the world) to be considered therapeutically equivalent
         ("Other Toremifene Product"), which equivalence reasonably may result
         in, or materially increase the likelihood for substitution by a health
         care provider of such Product of GTx for the Other Toremifene Product.

         All other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the Parties, through their authorized representatives, have
executed two (2) identical copies of this Amendment as of the effective date.

Orion Corporation                             GTx, Inc.

By: /s/ Timo Lappalainen                      By: /s/ Henry P. Doggrell
    ----------------------------------            ---------------------

Name: Timo Lappalainen                        Name: Henry P. Doggrell
      --------------------------------              -----------------

Title: Executive Vice President               Title: General Counsel / Secretary
       -------------------------------               ---------------------------

By: /s/ M. Vahari
    -------------

Name:   Matti Vahari
        ------------

Title: Senior Vice President
       ---------------------

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.17

                     PRODUCTION AND MANUFACTURING AGREEMENT

         This Production and Manufacturing Agreement (the "Agreement") is made
and entered into this 9th day of September 2002 (the "Effective Date") by and
between (i) ChemSyn Laboratories, a department of Eagle-Picher Technologies,
LLC, with its principal place of business at 13605 W. 96th Terrace, Lenexa,
Kansas 66215-1297 ("CSL "), and (ii) GTx, Inc., a Tennessee corporation with its
principal place of business at 3 North Dunlap Street, 3rd Floor, Memphis,
Tennessee 38163 ("GTx"), who, intending to be legally bound, hereby agree as
follows:

         WHEREAS, GTx has developed and owns the entire right, title and
interest in and to [ * ] and [ * ] and pharmaceutical compositions comprising
[ * ], [ * ] and other related pharmaceutical compositions (collectively the
"Product") and desires to produce and manufacture the Product for preclinical
studies and clinical trials and, if later approved by the requisite governmental
authorities, for commercial sale;

         WHEREAS, CSL is currently working with GTx under a contract dated March
9, 2001 (the "2001 Contract") to produce small quantities of [ * ] (the "[ * ]
Product") (previously estimated to be [ * ] per batch) to develop a
manufacturing process for the [ * ] Product and to manufacture the [ * ] Product
for clinical and preclinical studies;

         WHEREAS, CSL and GTx desire to enter into this Agreement to replace the
2001 Contract and to form the framework for additional work to be performed by
CSL for GTx from time to time.

         NOW, THEREFORE, for and in consideration of the terms and provisions
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CSL and GTx agree as follows:

1.       SERVICE

         1.1      THE SERVICE. Schedule 1 sets forth a description and price for
additional Services to be performed by CSL in accordance with the terms hereof.
Any future Services pertaining to [ * ], [ * ] or other related compounds shall
be performed by CSL under the terms of this Agreement by CSL and GTx executing
an Addendum hereto identifying the additional Service to be performed, the
price, time period, and other terms specific to the particular Service. Upon
execution of the Addendum by the parties, the Addendum shall be considered an
additional Schedule to his Agreement and a part hereof.

         1.2      THE PROCESS. Operating under the 2001 Contract, CSL has
synthesized [ * ] of material through [ * ] of a [ * ] process to manufacture
the [ * ] Product. Current batch records documenting the manufacturing process
("Batch Records") through [ * ] for the manufacture of


                                       1.

[ * ] Product have been prepared by CSL and reviewed by GTx. CSL has used
portions of this material to synthesize [ * ], under cGMP conditions, and to
synthesize [ * ]. The remainder of the material will be stored by CSL and
utilized in accordance with the agreement of GTX and CSL. Any additional Product
to be manufactured in the future by CSL will be manufactured under cGMP or
non-cGMP conditions, as specified in an Addendum to this Agreement.

CSL agrees that it will utilize the best available current technology known to
it to synthesize [ * ], [ * ] and other compounds the parties may hereinafter
agree upon, utilizing the most current Batch Records then available for a
particular process. CSL also agrees that it will consult with GTx at all
reasonable times during the manufacturing process to ensure that the desired
Product is being manufactured in accordance with the current specifications then
approved for the Product by the parties. For any Product being manufactured by
CSL in accordance with then applicable Batch Records, GTx shall have the right
to approve the master Batch Records for such Product, any planned deviations
from the Batch Records (and GTx should be consulted as soon as possible
regarding any emergency deviation from the Batch Records), as well as the final
Batch records for the Product.

         1.3      RECORD MAINTENANCE; BATCH RECORDS. For the term specified, CSL
shall retain, by company Standard Operating Procedures (SOP), files, records,
manufacturing logs, forms, laboratory data books and notebooks for any and all
data, process information and results, for each of the Services performed under
this Agreement; copies of all such records which are reasonably requested by GTx
in writing shall be provided by ChemSyn's Standard Operating Procedures at GTx's
expense. CSL will develop, document, and maintain current Batch Records for each
step of the production process for each desired cGMP Product produced as a part
of the Services hereunder, in accordance with good manufacturing practices and
procedures and applicable FDA and other governmental agency requirements. CSL
agrees to provide GTx with a copy of all Batch Records along with CSL's quality
assurance review statement. CSL also shall provide GTx, at GTx's expense, with
all information GTx may reasonably request in order to obtain or comply with any
necessary regulatory approvals, permits, licenses, clearances and notifications
for manufacture, shipment, sale or use of the Product. All CSL records
pertaining to any GTx Product shall be maintained by CSL in accordance with
applicable regulations.

         1.4      TESTING. CSL will perform in-process testing for quality,
quantity and yield in accordance with its planned manufacturing process for the
production of each Product it is producing for GTx, including [ * ] and [ * ],
and all such in-process testing for Product manufactured under cGMP conditions
shall be done in accordance with then applicable regulations. Solvents and
reagents used in the manufacturing process will require only an identification
test by CSL and an accompanying Certification of Analysis. All test results of
the Product will be shared with GTx. No other tests by CSL are contemplated
under this Agreement, and any additional testing by CSL will be done only with
both parties prior written approval at an agreed upon price.

         1.5      TIMING. The Services to be performed hereunder are expected to
take approximately the time period set forth in Schedule 1 hereof for each such
Service. In the event a particular Service will exceed the estimated time
period, CSL will consult with GTx to determine the appropriate additional time
necessary to complete the Service. If additional manufacturing or process
development time is required by CSL to complete the Service, no additional fee
shall be


                                       2.

payable to CSL for additional work unless this Agreement shall be amended in
writing by both parties.

         1.6      INFORMATION. CSL will provide GTx with verbal weekly updates
on the progress it is making under this Agreement, and written project updates
monthly if requested by GTx. CSL also will provide to GTx copies of all test
results, laboratory records, Batch Records, and other information pertaining to
the Services it is performing for GTx under this Agreement.

         1.7      INSPECTIONS. GTx or its designated agent may inspect CSL's
production and testing facilities at Lenexa, Kansas, examine samples of the
material and/or Product, as the case may be, review the records under Section
1.3 and review any other records applicable to any GTX Product including all
test results, equipment, maintenance and calibration records, raw material and
finished product storage area records, shipping records and all applicable SOP's
developed and utilized by CSL for its development, manufacturing and/or testing
processes and procedures. The inspections are limited to two (2) days per
calendar year. If GTx requests additional time, then CSL shall be compensated by
an amount to be agreed upon in a mutually agreed upon Addendum.

         1.8      GOVERNMENT COMMUNICATION. CSL will promptly provide to GTx
copies of all documents in its possession concerning communications to or from
the FDA or prepared by the FDA, or to or from or prepared by any other
governmental agency, which bear in any respect on compliance by CSL with FDA and
other relevant governmental agency requirements pertaining to the development or
manufacture of any Product under this Agreement.

2.       PAYMENT AND DELIVERY

         2.1      AMOUNT. The Project Fee for this Service is outlined in the
workscope found in Schedule 1. The fees for subsequent projects shall be
determined by GTx and CSL on a project by project basis, and will be attached to
this Agreement an Addendum hereto. Applicable state sales taxes will be assessed
on all shipments and/or services unless proof of exemption for the destination
state(s) can be provided.

         2.2      STORAGE FEE. Finished product (Active Pharmaceutical
Ingredient) stored by CSL for GTx for [ * ] will be subject to a storage fee.
The [ * ] storage fee for the stored finished product will be the [ * ]: (i) an
amount equal to [ * ] of the contract pertaining to the stored finished product,
or (ii) [ * ] per lot. For purposes hereof, a "lot" shall mean for each Service,
the amount of finished product to be manufactured by CSL for GTx as specified
for the Service. The storage fee will activate [ * ] after the completion of the
project. In the event any finished product, which is being stored by CSL, is
specified in writing by the Parties for use as an ingredient in another Product,
the storage fee for such finished product shall be waived.

         2.3      FIXED FEE PAYMENT. Upon execution of this Agreement, GTx will
pay as an Initial Deposit [ * ] of the aggregate Project Fee for the initial
project. GTx will pay to CSL [ * ] of the agreed upon amount for each additional
Service upon execution of the Addendum adding each Service to this Agreement.
Another [ * ] of the Project Fee for each such Service will be considered earned
by CSL and due and payable to it upon completion of each such Service.
Completion of Service will be defined as when CSL has Product packaged, batch
records


                                       3.

reviewed and the Product is ready for shipment or is waiting for independent
laboratory results to complete the certificate of analysis. A final payment of
[ * ] of the Project Fee for each Service shall be due and payable to CSL upon
CSL's completion of the Service and delivery of copies of any applicable Batch
Records to GTx in accordance with this Agreement. All payments are to be made by
GTx within [ * ] of CSL's issuance of its invoice.

         2.4      TIME AND MATERIAL PAYMENT. If CSL is to perform services based
on a Time and Material fee schedule, GTx will pay an Initial Deposit of [ * ] of
each additional Service which is based on a Time and Material Addendum executed
by both parties. GTx shall reimburse CSL for all related project costs including
direct labor at specified hourly rates, direct material, direct suppliers and
waste disposal, as well as all other reasonable out-of pocket costs incurred by
CSL with unaffiliated third parties in the performance of each such additional
Service thirty days after issuance by CSL of an itemized invoice of such costs.
Upon completion of work covered by the Initial Deposit, CSL will commence
monthly invoicing for the balance of the work preformed under the Time and
Materials Addendum. CSL will invoice every thirty days for work completed during
that period. All payments are to be made by GTx within [ * ] of CSL's issuance
of its invoice.

         2.5      DELIVERY. Unless otherwise stated in this Agreement, all goods
are sold F.C.A. shipping point.

3.       CHANGES AND DESIGNATED REPRESENTATIVES

         3.1      CHANGE ORDERS. Any changes or modifications to this Agreement
requiring the payment by GTx of additional fees or costs shall require the prior
written approval of GTx. Any modification to the Project Fee on account of a
change order will be paid in accordance with Section 2.3 or 2.4, whichever is
applicable.

         3.2      DESIGNATED REPRESENTATIVE. Any material change in the Services
to be provided by CSL shall be confirmed in writing by the parties' authorized
representative(s) designated to be anyone of the following persons:

                                       GTX

NAME                                     TITLE:

Marc Hanover                             President, COO

Mark Mosteller                           CFO

Karen Veverka                            Director, ARTA Program

                                       CSL

Dr. Bill Griggs                          Regional Accounts Manager

Scott B. Parker                          Sales and Marketing Manager



                                       4.

4.       INTELLECTUAL PROPERTY

         4.1      CSL will acquire no rights of any kind with respect to the
material or ingredients for any Product or any of the finished Product. GTx
shall own the entire right, title and interest in and to the material,
ingredients and the Products.

         4.2      CSL will not sell or use the material, ingredients or Products
for any purpose other than as provided herein without first receiving prior or
written approval from GTx.

         4.3      All intellectual property, information, discoveries,
formulation, compounds, compositions, processes, Batch Records, test results,
formulae, specifications, methods, techniques, or improvements, whether or not
patentable ("Service Inventions") arising from the performance of the Services
shall promptly be made known to GTx in writing, and GTx shall have sole and
exclusive rights to all such Service Inventions, which shall be the sole
property of GTx. CSL shall assign and will assign Service Inventions to GTx, at
no cost to GTx, and execute any and all documents and do any and all things
reasonably requested by GTx to vest and perfect GTx's interest in the Service
Inventions. CSL further agrees to provide reasonable assistance to GTx, at GTx's
expense, in making application for, obtaining, and from time to time, enforcing
and defending GTx rights that may be required resulting from the Services
performed, or to be performed, hereunder.

         4.4      CSL shall not use the name of GTx in any advertising or sales
promotional material or in any other way without the prior written consent of
GTx, except where required to do so in compliance with an official government or
government agency request for information.

5.       PROPRIETARY INFORMATION

         5.1      "Proprietary Information" shall include, but shall not be
limited to, information pertaining to compounds, formulations, products, data,
know-how, business strategy, ideas, and concepts and shall be (i) written or
documentary technical and business information of any kind relating to the
subject matter hereof and identified by the disclosing Party with a conspicuous
legend appearing on such written or documentary information that it contain
proprietary information of the disclosing Party; (ii) orally or visually
disclosed technical and business information relating to the subject, matter
hereof which is identified at the time of disclosure as confidential and which
GTx or CSL reduces to writing, with the proprietary information specifically
identified, bearing the legend described in subsection (i) above and delivers
such writing to the receiving Party no later than thirty (30) days after such
oral or visual disclosure; and (iii) models, tools or other hardware disclosed
and identified and confirmed in writing, as described in subsection (ii) above.

         5.2      CSL acknowledges and agrees that GTx will be disclosing
Proprietary Information to CSL, (the "GTx Proprietary Information"). CSL agrees
that it shall hold the GTx Proprietary Information in strict confidence, shall
not disclose it to others or use it in any way, commercially or otherwise,
except for purposes of performing its obligations under this Agreement. CSL
further agrees to take all action necessary to protect the confidentiality of
GTx including, without limitation, (a) implementing and enforcing operating
procedures to minimize


                                       5.

the possibility of unauthorized use or copying of GTx Proprietary Information,
and (b) obligating each of its subcontractors, by written agreement, to protect
GTx's Proprietary Information.

         5.3      GTx acknowledges and agrees that CSL will be disclosing
Proprietary Information to GTX, (the "CSL Proprietary Information"). GTx agrees
that it shall hold the CSL Proprietary Information in strict confidence, shall
not disclose it to others or use it in any way, commercially or otherwise,
except for purposes of performing its obligations under this Agreement. GTx
further agrees to take all action necessary to protect the confidentiality of
CSL including, without limitation, (a) implementing and enforcing operating
procedures to minimize the possibility of unauthorized use or copying of CSL
Proprietary Information, and (b) obligating each of its subcontractors, by
written agreement, to protect CSL's Proprietary Information.

         5.4      CSL shall not disclose, without the prior written consent of
GTx, any GTx Proprietary Information, and any files, documents, records, data,
results, experiments, formulations, manufacturing logs, specifications,
compounds, compositions, and Batch Records arising from the Services to any
third party without the prior written consent of GTx, except to the Food and
Drug Administration upon inspection. If, during an inspection of CSL by the Food
and Drug Administration (FDA), any work owned by GTx is examined, GTx must be
notified in writing of the extent and nature of the review. GTx will be notified
verbally when an FDA inspection of CSL is scheduled which might include a review
of GTx intellectual property. Directed FDA inspections for GTx's Products are
not included in the scope of work and pricing in the current Agreement. A
separate addendum will be necessary for FDA inspections, should inspections be
required. Any correspondence with the FDA outside the scope of an inspection
where CSL discloses GTx Proprietary Information requires written approval by
GTx.

         5.5      All obligations of confidentiality and non-disclosure set
forth herein will survive, without limitation, the expiration, or early
termination, for any reason of this Agreement.

6.       TERMINATION

         6.1      TERM. The term of this Agreement shall commence upon the
Effective Date hereof and shall remain in effect until the completion of each of
the Services unless otherwise terminated in accordance with this Section.

         6.2      TERMINATION BY GTX. In the event that GTx demonstrates that:
1) the material or any Product is not safe or is toxic in animal or human
experiments; and/or 2) the process work indicates that GTx's proposed Product is
not feasible, GTx shall promptly inform CSL of such determination and GTx may
immediately and unilaterally terminate the particular Service being provided by
CSL pursuant to this Agreement.

         6.3      RENEWAL. This general terms of this Agreement will remain in
effect for a term of five years, after which, both Parties can agree to renew or
modify this Agreement.

         6.4      TERMINATION FOR BREACH. This Agreement may be terminated by
either party in the event that the other party has not performed any material
obligation or has otherwise breached any material term of this Agreement upon
the expiration of [ * ] (or any longer cure period authorized by the
non-breaching party with respect to any individual breach) after receipt


                                       6.

of written notice thereof if the breach or nonperformance is capable of cure and
has not then been cured.

         6.5      EFFECT OF TERMINATION. Upon termination of any Service or
termination of this Agreement, CSL shall immediately return to GTx at GTx's
expense, all or any part of the material and any Product made as of the date of
such Termination. CSL shall be entitled to reimbursement for all direct and
indirect costs incurred or irrevocably obligated as of the date of such
termination. In addition, CSL shall be entitled to [ * ] of the remaining amount
of the contract price pertaining to any terminated Service which is unpaid at
the time of termination, as set forth in Schedule 1 and each Addendum defining
the then current Services. If the amount that GTx has previously paid to CSL
exceeds the amount that is actually owed to it, CSL shall reimburse the balance
to GTx within [ * ] of receipt of notice of termination. All materials provided
by GTx unused at the effective date of termination shall be returned to GTx
unless otherwise agreed to in writing.

7.       NOTICE

         7.1      All notices shall be in writing and shall be deemed to be
delivered two (2) days after being deposited with a recognized international
express courier service, or when sent by facsimile transmission promptly
confirmed by return transmission. All notices shall be directed to CSL or GTx at
the respective addresses first set forth above or to such other address as
either party may, from time to time, designate by notice to the other party.

8.       REGULATORY MATTERS

         8.1      APPROVALS. CSL shall obtain all regulatory approvals, permits,
licenses, clearances and notifications which it is required to have for the
manufacture, shipment, sale or use of any product prior to any such manufacture,
sale or use or shall ensure that such required approvals, permits, licenses,
clearances and notifications are otherwise obtained. CSL shall provide GTx with
all information that it may reasonably request in order to obtain or comply with
any necessary regulatory approvals, permits, licenses, clearances and
notifications for manufacture, shipment, sale or use of any product.

9.       GENERAL PROVISIONS

         9.1      WARRANTY. CSL warrants that it has the right to enter into the
Agreement including these terms and conditions; that the execution of the
Agreement and the terms and conditions and the performance by CSL of its
obligations hereunder will not result in any breach or violation or default
under any other agreement; that the execution, delivery and performance of the
Agreement and the terms and conditions have been duly authorized; and that the
Agreement and the terms and conditions constitute an agreement that is the
legal, valid and binding obligation of CSL, enforceable against it in accordance
with its terms.

         CSL warrants that it has the appropriate registrations, licenses and
any other governmental authorizations to carry out its obligations under the
Agreement and the terms and conditions.

                                       7.

         CSL warrants that it will perform all services and work under the
Agreement and the terms and conditions in accordance with the Regulatory
Requirements specified herein, and that it shall follow in all respects the
terms and provisions of, and shall at all times meet the standards of quality
specified in the Agreement and the terms and conditions.

         9.3      DISCLAIMER. CSL HEREBY MAKES NO OTHER WARRANTIES UNDER THIS
AGREEMENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY; OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         9.4      If, as a result of CSL's negligence any of the materials
and/or Products manufactured by CSL for GTx does not conform to the applicable
specifications, GTx shall give CSL written notice of the nonconformity. CSL
shall promptly rework or replace the nonconforming shipment, without charge,
with a like amount that satisfies the applicable specifications within a period
of time to be mutually agreed to by both parties. In the event that CSL is
unable to produce a replacement amount of materials and/or Products that
satisfies the applicable specifications within a reasonable time after receipt
of the notice of nonconformity, GTx shall have no obligation to CSL for payment
for the nonconforming shipment, and if payment has already been made, GTx shall
be entitled to an immediate refund of the price of the nonconforming material
and/or Product.

         9.5      CERTIFICATION OF ANALYSIS. Promptly on the date of each CSL
shipment of any Product actually delivered to GTx or GTx designee and promptly
on the date of each CSL shipment of Product, CSL shall furnish GTx with a
certificate of analysis, in the form specified by GTx and signed by a CSL
representative reasonably acceptable to GTx, which certifies the actual content
of those components of the Product, which are identified in the applicable
specifications. Notwithstanding the foregoing, GTx shall have the right to
designate an independent laboratory to provide the certificate of analysis, in
which case it shall so notify CSL in writing. No shipment of Product (except to
the independent lab designated by GTx and except for developmental batches of
Product provided to GTx or its designee) shall be made by CSL until it shall
have received the appropriate certificate of analysis from the independent
laboratory.

         9.6      STOP WORK ORDERS. Stop work orders may be issued in writing by
GTx for any Service under this Agreement for an effective period [ * ] but only
if received in writing by CSL. GTx's stop work orders [ * ] shall constitute a
termination and be subject to the terms set forth in Section 6.2 unless
extensions of the [ * ] stop work period are agreed to in writing by CSL. GTx
will be responsible for reasonable costs that were incurred due to stoppage of
the Service prior to completion. CSL will provide a detailed written list of
such costs to which both parties must agree.

         9.7      LICENSES AND PERMITS (INTER-AND INTRASTATE SHIPMENTS). Persons
intending to use any goods involving humans in clinical investigations must
obtain an approved status for such use from the U.S. Food and Drug
Administration. The responsibility to obtain appropriate

                                       8.

permits/licenses is that of GTx. Proof of permit/license may be requested at the
discretion of the CSL.

         9.8      SEVERABILITY. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable for any reason, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         9.9      RELATIONSHIP OF THE PARTIES. For purposes of this Agreement,
CSL and GTx will be and shall act as independent contractors, and neither party
is authorized to act as an agent or partner of, or joint venturer with, the
other party for any purpose. Neither party by virtue of this Agreement shall
have any right, power, or authority to act or create any obligation, express or
implied, on behalf of the other party.

         9.10     FORCE MAJEURE. Neither party shall be liable for any damages
or penalty for any delay in performance of, or failure to perform, any
obligation hereunder or for failure to give the other party prior notice thereof
when such delay or failure is due to the elements, acts of God, delays in
transportation, strikes or labor disputes, delays in delivery by vendors or
other causes beyond that party's reasonable control.

         9.11     NO WAIVERS. No express or implied waiver by either party of
any event of default hereunder shall in any way be or be construed as a waiver
of any future or subsequent event of default.

         9.12     SURVIVAL. The respective rights and obligations of the parties
under Article 4, 5 and 8 shall survive the termination of this Agreement.

         9.13     ENTIRE AGREEMENT. The parties acknowledge that this Agreement
sets forth the complete, exclusive and integrated understanding of the parties
which supersedes all proposals or prior agreements, oral or written, and all
other prior communications between the parties relating to the subject matter of
this Agreement.

         9.14     ASSIGNMENT. Neither this Agreement nor any rights granted
hereby may be assigned by CSL without GTx's prior written consent. Any
assignment of this Agreement by GTx shall require that it notify CSL in writing
of any assignment.

         9.15     GOVERNING LAW. This Agreement, and any and all tort claims
that may arise in connection with any product and any related services, will be
governed by the substantive laws of the State of Missouri.

         9.16     INDEMNIFICATION/LIMITATION OF LIABILITY. Seller's liability
for damages whether based on seller's negligence, breach of contract, warranty
or otherwise, shall not exceed [ * ]. Seller shall not indemnify buyer or
otherwise be liable in contract or in tort for special, indirect, incidental, or
consequential damages such as, but not limited to, loss of profits or revenue.
Buyer assumes all risk and liability resulting from use of the products
delivered hereunder whether used singly or in combination with other products.

         9.17     Contract for Commercial Supplies. The parties acknowledge that
this Agreement is for the manufacture and production of developmental material
and services. If the manufacture


                                       9.

of commercial quantities of product is required, the parties will negotiate in
good faith a commercial manufacturing agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed this 9th day of September, 2002.

CHEMSYN LABORATORIES                                   GTX, INC.
A DEPARTMENT OF
EAGLE-PICHER LABORATORIES, LLC

By: /s/ Bradley J. Waters                              By: /s/ Henry P. Doggrell
    --------------------------------------------           ---------------------

Title: CFO, Eagle Picher Tech, LLC                     Title: General Counsel
       -----------------------------------------              ---------------

Date: 9-6-02                                           Date: Sept. 9, 2002
      ------------------------------------------             -------------


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



                                      10.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                   SCHEDULE 1
                                PROJECT WORKSCOPE

RE: Please refer to CSL Inquiry No. 807836c

ChemSyn Laboratories (CSL) is pleased to submit this Project Workscope in
response to your recent request.

I.       Proposed Scope of Work:

         Utilizing the current technology available, begin a synthesis of a
         variety of compounds and intermediates. [ * ] of the synthesis will
         begin with [ * ] of [ * ] to prepare intermediate [ * ]. All of the
         product will be carried forward to [ * ] to prepare intermediate [ * ].
         Again, all of the product will be carried forward to [ * ] to prepare
         intermediate [ * ].

         At this point the product will be [ * ]. [ * ] will be delivered to GTx
         Inc. ([ * ]). The [ * ] ([ * ]) will be converted to the [ * ] of [ * ]
         ([ * ]). The [ * ] ([ * ]) will be used to synthesize the [ * ]
         ([ * ]). Synthesis of the [ * ] compound ([ * ]) requires process
         development. [ * ] is assumed to be similar to [ * ] in terms of time
         and materials. GTx Inc. will be contacted to verify the quantity of
         [ * ] compound for each of the [ * ] parts. Note, [ * ] of [ * ]
         product yields approximately [ * ] of final product.

Phase I Process Development Costs

         Perform two lab experiments [ * ]. These experiments allow the chemist
         to gain an understanding of the chemistry before the large batch is
         committed to the procedure. The first experiment will duplicate the
         best technology to date and identify any scale up issues with the small
         scale experimental procedure. The issues that are identified in the
         first experiment will cause changes to be tried in the second
         experiment before performing the large scale work.

                  Budget [ * ], [ * ]
                  Timing [ * ]




                                      11.

Inquiry No.: 807836c
Page 2

Phase II [ * ]
         [ * ]
               - Perform [ * ] of synthetic scheme starting from [ * ] of [ * ].
               - The yield is expected to be approximately [ * ] of the [ * ].
               Budget Synthesis                         [ * ],            $[ * ]
                        Project Management [ * ],                         $[ * ]
                                                                          ------
                                                       Total              $[ * ]
               Timing [ * ]

         [ * ] ([ * ] intermediate, yield approx. [ * ])
                    Budget Synthesis                    [ * ],            $[ * ]
                           In-Process HPLC, [ * ]                         $[ * ]
                           Project Management [ * ],                      $[ * ]
                                                                          ------
                                                       Total              $[ * ]
               Timing [ * ] after completion of any development work required.

         [ * ] ([ * ], yield approx. [ * ])
                  Assumption is that the technology for [ * ] will work for this
                  [ * ].
                  Budget Synthesis [ * ],                                 $[ * ]
                           In-Process HPLC, [ * ]                         $[ * ]
                           Project Management [ * ],                      $[ * ]
                                                                          ------
                                                       Total              $[ * ]

               Timing [ * ] after completion of any development work required.

II.      Project Costs and Billing

          Process Development [ * ]                                       $[ * ]
          Synthesis [ * ]                                                 $[ * ]
          Perform [ * ]                                                   $[ * ]
          Perform [ * ]                                                   $[ * ]
                                                   Labor Total            $[ * ]
          Materials Estimate (cost [ * ] fee)                             $[ * ]
                                                   -----------------------------
                                                   Total                  $[ * ]

GTx shall reimburse CSL for all related project costs (estimated above)
including direct labor, direct material, direct suppliers and waste disposal, as
well as all other reasonable out-of pocket costs incurred by CSL with
unaffiliated third parties in the performance of the project thirty days after
issuance by CSL of an itemized invoice of such costs. CSL will invoice every
thirty days for work completed during that period. WE ASK THAT GTX REMIT TO CSL
THE [ * ] OF CONTRACT AMOUNT ([ * ]) AT THE COMMENCEMENT OF THE PROJECT.

A formal costs accounting system is maintained that is approved by or capable of
being approved by Deloitte and Touche, our independent auditors; as well as the
U.S. Government. CSL represents and certifies that it will maintain all fiscal
records for three years from the date of final payment and all costs will be
allocated to this project in accordance with CSL's disclosed accounting
practices. Costs outlined above do not include any applicable taxes. Applicable
state sales taxes will be assessed on all shipments and/or services unless proof
of exemption for the destination state(s) can be provided.



                                      12.

Inquiry No.: 807836c
Page 3


III.     Period of Performance

         Process Development [ * ]                                      [ * ]
         Synthesis [ * ]                                                [ * ]
         Synthesis of [ * ]                                             [ * ]
         Synthesis of [ * ]                                             [ * ]


*- from the completion of any process development work required and from the
completion of Synthesis [ * ]

IV.      Authorization

         The project described above may be authorized by returning to CSL a
         signed copy of our proposal and your purchase order. This proposal
         remains effective until Oct 05, 2002. Please reference Inquiry Number
         807836c in all correspondence.

We appreciate your consideration of CSL to support your research endeavors. If
you have questions or require additional information please contact me at (800)
233-6643. Thank you.

Sincerely,                                       Approved by GTx:


/s/ Scott B. Parker                              /s/ Karen Veverka
                                                 -----------------
                                                 Karen Veverka, Ph.D.
Scott B. Parker                                  Director ARTA Research
Sales and Marketing Manager                      Date   Sept. 09,2002
                                                        -------------



                                       13

                               September 19, 2002

GTx, Inc. ("GTx") and ChemSyn Laboratories ("ChemSyn") herby agree to the
following:

1.       The attached Addendums 1 and 2 to Schedule 1 to the Production and
         Manufacturing Agreement dated September 9, 2002 (the "Contract"),
         describing additional Scope of Work to be undertaken by ChemSyn on
         behalf of GTx, is hereby approved by the Parties and shall become a
         part of the Contract.

2.       Except as amended hereby, all other terms and provisions of the
         Contract shall remain in full force and effect.


IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement as of this 19th day of September,
2002.

                GTx, Inc.                            ChemSyn Laboratories

By:  /s/ Henry P. Doggrell                 By:  /s/ Donald R. Leggett
     ---------------------                      ---------------------

Title: General Counsel                     Title: Business Unit Leader
       ---------------                            --------------------

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                   Addendum 1

                                                     (CHEMSYN LABORATORIES LOGO)


Addendum 1

September 17, 2002

Dr. Karen Veverka
Director ARTA Research
GTx Inc.
3 North Dunlap
3rd Floor Van Vleet
Memphis, TN 38163

RE: Please refer to CSL Inquiry No. 807941a

Dear Karen:

ChemSyn Laboratories (CSL) is pleased to submit this proposal in response to
your recent request.

I.       Proposed Scope of Work:

         [ * ] Synthesis ([ * ] Product)
               - Perform [ * ] of synthetic scheme starting from [ * ] of [ * ].
               - -The yield is expected to be approximately [ * ] of the [ * ].

II.      Project Costs and Billing (Fixed Fee)

         Budget Synthesis                          [ * ],             $[ * ]
         Project Management                        [ * ],             $[ * ]
         Materials (cost [ * ] fee)                                   $[ * ]
                                                   -------------------------
                                                    Total             $[ * ]

         WE ASK THAT GTX REMIT TO CSL THE [ * ] OF CONTRACT AMOUNT ($[ *]) AT
         THE COMMENCEMENT OF THE PROJECT. Payment terms are specified in the
         Production and Manufacturing Agreement dated September 9, 2002

III.     Deliverable

         Approximately [ * ] of [ * ], [ * ] product

IV.      Period of Performance

         Synthesis [ *] ([ * ] Product)                               [ * ]

                                                     (CHEMSYN LABORATORIES LOGO)


Inquiry No.: 807941a
September 17, 2002

Page 2



V.       Authorization

         The project described above may be authorized by returning to CSL a
         signed copy of our proposal and your purchase order. This proposal
         remains effective until October 15, 2002. Terms and conditions are
         attached. Please reference Inquiry Number 807941a in all
         correspondence.

We appreciate your consideration of CSL to support your research endeavors. If
you have questions or require additional information please contact me at (800)
233-6643. Thank you.

Sincerely,                            Approved by GTx:

/s/ Scott B. Parker                   /s/ Karen Veverka /   M.S. Macbeth 9/18/02
                                      ------------------------------------------
                                      Karen Veverka, Ph.D.
Scott B. Parker                       Director ARTA Research
Sales and Marketing Manager           Date   9/17/02
                                             -------



                                       2.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                   Addendum 2

                                                     (CHEMSYN LABORATORIES LOGO)


Addendum 2

September 17, 2002

Dr. Karen Veverka
Director ARTA Research
GTx Inc.

3 North Dunlap
3rd Floor Van Vleet
Memphis, TN 38163

RE: Please refer to CSL Inquiry No. 808033a

Dear Karen:

ChemSyn Laboratories (CSL) is pleased to submit this proposal in response to
your recent request.

1.       Proposed Scope of Work:

         This work is an extension of the Development Batch - Inquiry No.
         807836c

         Currently, [ * ] of [ * ] intermediate [ * ] ([ * ]) was prepared and
         [ * ] shipped to GTx for development work.

         This proposal consists of splitting the [ * ] into [ * ], synthesis of
         [ * ], synthesis of [ * ], an additional shipment to GTx Inc., and
         process development work for [ * ] This proposal does not include final
         release testing.

         1) [ * ].

         [ * ] of [ * ] will be used to synthesis [ * ]. The scope includes
         starting from [ * ] of [ * ] and performing [ * ] to synthesis [ * ]
         using the best technology available, non-GMP. [ * ] of [ * ] will be
         shipped to GTx Inc., the remainder will be used in [ * ]. [ * ] will be
         performed under GMP conditions to yield [ * ]. The targeted amount is
         [ * ] of [ * ]. [ * ] will require dedicated glassware, estimated to be
         [ * ].

         2) [ * ].

         [ * ] of [ * ] will be used to synthesize [ * ]. Starting with [ * ] of
         [ * ] should yield approx [ * ] of [ * ] ([ * ] product) non-GMP. The
         scope of Inquiry number 807836c included [ * ] ([ * ] intermediate,
         yield approx [ * ]). No additional cost is required for the larger
         scale in this proposal. [ * ] will be invoiced under Inquiry number
         807836c. This current inquiry includes [ * ] performed under GMP
         conditions to yield [ * ]. The targeted amount is [ * ] of [ * ].

Inquiry No.: 808033a
September 17, 2002
Page 2

         3) Shipment to GTx

         [ * ] of [ * ] will be shipped to GTx [ * ].

         4) The remainder [ * ] of [ * ] will be used during Inquiry number
         807836c for [ * ] for lab scale development of [ * ].

II.      Project Costs and Billing (Fixed Fee)

         1) [ * ]

         [ * ] ([ * ] intermediate, starting with [ * ] of [ * ])
                  Budget               Synthesis [ * ]                    $[ * ]
                  Project Management [ * ]                                $[ * ]

         [ * ] ([ * ] [ * ] GMP, yield target [ * ])
                  Budget           Synthesis [ * ]                        $[ * ]
                                   In-Process HPLC, [ * ]                 $[ * ]
                                   Project Management [ * ]               $[ * ]

        Materials Estimate (cost [ * ] fee)                               $[ * ]
        Dedicated glassware                                               $[ * ]
                                                        ------------------------
                                                        Total             $[ * ]

         2) [ * ]

         [ * ] ([ * ])             Included in Inquiry number 80 7836c
         [ * ] ([ * ] [ * ] GMP, yield target [ * ])
                  Budget           Synthesis [ * ]                        $[ * ]
                                   In-Process HPLC, [ * ]                 $[ * ]
                                   Project Management [ * ]               $[ * ]

         Materials Estimate (cost [ * ] fee)                              $[ * ]
                                                        ------------------------
                                                        Total             $[ * ]

         3) Shipment of Intermediate          Included in Inquiry number 807836c

         4) Phase I Process Development Costs Included in Inquiry number 807836c

                                                    GRAND TOTAL           $[ * ]


WE ASK THAT GTX REMIT TO CSL THE [ * ] OF CONTRACT AMOUNT ($[ * ]) AT THE
COMMENCEMENT OF THE PROJECT. Payment terms are specified in the Production and
Manufacturing Agreement dated September 9, 2002. Applicable state sales taxes
will be assessed on all shipments and/or services unless proof of exemption for
the destination state(s) can be provided.

                                                     (CHEMSYN LABORATORIES LOGO)


Inquiry No.: 808033a
September 17, 2002
Page 3



III.     Deliverables

         1) Approximately [ * ] of [ * ]
         2) Approximately [ * ] of [ * ]
         3) Shipment of [ * ] Included in Inquiry number 807836c
         4) Process Development Report Included in Inquiry number 807836c

IV.      Period of Performance

          Synthesis of [ * ]                                         [ * ]
          Synthesis of [ * ]                                         [ * ]
          Synthesis of [ * ]                                         [ * ]

V.       Authorization

         The project described above may be authorized by returning to CSL a
         signed copy of our proposal and your purchase order. This proposal
         remains effective until Oct 15, 2002. Please reference Inquiry Number
         808033a in all correspondence.

We appreciate your consideration of CSL to support your research endeavors. If
you have questions or require additional information please contact me at (800)
233-6643. Thank you.

Sincerely,                            Approved by GTx:

/s/ Scott B. Parker                   /s/ Karen Veverka / M.S. Macbeth  9/18/02
                                      -----------------------------------------
                                      Karen Veverka, Ph.D.
Scott B. Parker                       Director ARTA Research
Sales and Marketing Manager           Date    9/17/02
                                             --------


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.18

                                    AMENDMENT

This Amendment to the Production and Manufacturing Agreement between GTx and
ChemSyn is effective September 29, 2003.

GTx and CSL hereby agree to replace the original Fixed Fee Payment provision of
the Agreement with the following:

Fixed Fee Payment. Upon execution of this Agreement, EPPS will invoice a
milestone payment of [* ] at the initiation of each phase of a GTx approved
project or Addendum adding Services to this Agreement. [ * ] of the remaining
Project Fee for each such Service will be deemed earned by EPPS and due and
payable to it upon completion of each such Service. Completion of Service will
be defined as when EPPS has Product packaged, batch records reviewed and the
product is ready for shipment or is waiting for independent laboratory results
to complete the certificate of analysis. The final [ * ] of the Project Fee for
each Service shall be due and payable to EPPS upon EPPS's completion of the
Service and delivery of copies of any applicable Batch Records to GTx in
accordance with this Agreement. All payments are to be made by GTx within [ * ]
of EPPS's issuance of its invoice.

Agreed by:


ChemSyn (EaglePicher):                      GTx:

By: /s/ Emily S. Russell                    By: /s/ Henry P. Doggrell
    -------------------------------------      -------------------------------
Name: Emily S. Russell                      Name: Henry P. Doggrell
      -----------------------------------        -----------------------------
Title: Contracts Manager and Legal          Title: General Counsel / Secretary
       ----------------------------------          ---------------------------
       Administrator
       ----------------------------------

Date: 9-29-03                               Date: 9-30-03
      -----------------------------------         ----------------------------

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAIN DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.19

                                    GTX INC.
                                      [ * ]

                                INQUIRY NO. [ * ]

                                 AUGUST 8, 2003

                                   EAGLEPICHER

                             PHARMACEUTICAL SERVICES

                           CONFIDENTIAL AND RESTRICTED

This contract contains confidential and proprietary information of GTx, Inc. The
contents of this contract will be restricted to those EPPS personal with a need
to know the contents hereof.

                                TABLE OF CONTENTS

                                   (CONTINUED)



                                                                     PAGE
                                                                  
I.     Introduction.................................................   4

II.    Proposed Services............................................   4

III.   Deliverables................................................   10

IV.    Project Budget..............................................   10

V.     Timelines...................................................   10

VI.    Assumptions.................................................   10

VII.   Designated Representatives..................................   12

VIII.  Standard Terms and Conditions...............................   12

IX.    Insurance...................................................   12

X.     Project Authorization.......................................   13


I.    INTRODUCTION

      GTx Inc. has requested a quotation for [ * ] prepared under current good
      manufacturing practices (cGMP). Eagle Picher Pharmaceutical Services
      (EPPS) has extensive experience with [ * ] and we are excited to utilize
      this knowledge to assist GTx in the development and manufacturing of [ *
      ]. Our customer focus and commitment to delivering the right product at
      the right time and at the right price is unmatched by our competition.

II.   PROPOSED SERVICES

      SCOPE OF WORK SUMMARY

      EPPS will manufacture [ * ] of [ * ] in our API plant equipment. This will
      involve scaling up the current manufacturing process [ * ] into our plant
      equipment ([ * ]). EPPS will make every effort to manufacture [ * ] with
      the same target purity as previous kilo lab campaigns.

      A [ * ] process is used to manufacture [ * ]. The [ * ] are outlined in
      the `Detailed Scope of Work' section of this proposal. To limit the risk
      as larger production batches are manufactured and to continue the
      development of the process EPPS will execute the following activities:

      Phase I- Analytical Method Transfer & Validation
             -Demonstrate and incorporate assay methods for [ * ].
             -Validate and incorporate [ * ].
             -Transfer [ * ] assay methods from [ * ] to be used to assay the
             [ * ] and [ * ].
             -Perform analytical method validations for key intermediate [ * ].
             -Perform abbreviated analytical method validations for each of the
             [ * ] intermediates.
             -Incorporate in-process monitoring assays for [ * ].
             -Characterize a working standard for the [ * ].
             -Set specifications for the release of the [ * ]. A lab batch will
             be performed to generate [ * ]. Specifications will be proposed
             based upon the analysis of these [ * ] of the [ * ].
             -Validate analytical methods for release testing of [ * ] ([ * ]).

      Phase II- GMP Set-up Activities for Pilot Plant Production of [ * ]
             [ * ] batch records for plant equipment and processing.
             [ * ] validation studies to develop [ * ] plant equipment.
             -Project process training for [ * ].

      Phase III- cGMP production of [ * ]
             -[ * ] (assuming no [ * ] are removed)
             -Certificate of Analysis for cGMP Batch


                                       4

            -Production Report

      DETAILED SCOPE OF WORK

      EPPS will manufacture [ * ] of [ * ] in our API Plant equipment. The
      manufacture of [ * ] is a [ * ] process and is outlined below. Prior to
      manufacture of each step in the plant equipment the analytical method
      transfer/validation and GMP set-up activities for that step will be
      completed. All EPPS analytical support for this project will be conducted
      at the [ * ] facility.

      [ * ]

      PHASE I- ANALYTICAL METHOD TRANSFER & VALIDATION

      [ * ]
      EPPS will validate the [ * ] from [ * ]. A validation protocol will be
      submitted to GTx for approval prior to execution. The validation protocol
      will follow the [ * ], and the method will be validated for the following:

            o Specificity ([ * ]),
            o Accuracy,
            o Precision,
            o Linearity,
            o Quantitation Limit,
            o Detection Limit,
            o Robustness, and
            o Range.

      The validated procedure will be converted into EPPS's [ * ]. NOTE: A
      specification for [ * ] that includes an acceptable level of [ * ] will be
      defined before the validation protocol can be approved. The analytical
      method validation report will be provided to GTx as a deliverable. The
      [ * ] method will meet the validation parameters or GTx will be notified.

      An assay method for [ * ] will be obtained from the vendor and used for
      the release testing. An STM will be written for use in the release testing
      of this raw material. The current standard test specifications (STS) for
      [ * ] will be updated to add this assay to the current specifications.
      Vendor specifications will be used for the STS.

      An [ * ] test will be used to monitor the completion of the reaction in
      [ * ]. The proposed test will use the assay method supplied by [ * ]. The
      method will work to measure the [ * ] or GTx will be notified.

      The [ * ] will be tested for release using the [ * ] assay method. A
      working standard of [ * ] will be characterized. The working standard of
      [ * ] (approximately [ * ]) will be characterized by [ * ]. The method to
      measure the assay [ * ] will have an abbreviated


                                       5

      validation performed using the following tests on one sample: Accuracy,
      Precision, Linearity, Quantitation Unit, and Stability [ * ]. The method
      will not be validated at this time. The method will be shown to be
      validatable by performing these tests on [ * ]. The method will perform
      adequately on the [ * ] or GTx will be notified. A report will be written
      summarizing the results.

      Samples of [ * ] from previous work at EPPS will be tested by [ * ] to
      determine an [ * ] profile. The information obtained from this analysis
      will be used to establish release specifications for [ * ]. The standard
      test specification (STS) for [ * ] will be modified accordingly.

      [ * ]
      [ * ] will be tested using the manufacturer's method for assay. A Standard
      Test Method will be written for this raw material. The current STS for
      [ * ] will be updated to add an assay to the current specifications.
      Vendor specifications will be used for the STS.

      The [ * ] is not isolated in the current process. However, the reaction to
      form [ * ] should be monitored for completion using an [ * ] test. EPPS
      will use [ * ] assay method for the in-process monitoring of [ * ]. The
      method will work to measure the disappearance of starting materials and/or
      appearance of the product in the reaction or GTx will be notified.

      A working standard of [ * ] ([ * ]) will be characterized. The working
      standard will be characterized by [ * ]. The assay method for [ * ] will
      have an abbreviated validation performed using the following tests on one
      sample: Accuracy, Precision, Linearity, Quantitation Limit and Stability
      [ * ]. The method will not be validated at this time. The method will be
      shown to be validatable by performing these tests on one sample of
      intermediate. The method will perform adequately on the intermediate or
      GTx will be notified. A report will be written summarizing the results.

      Samples of [ * ] from previous work at EPPS will be used to determine an
      impurity profile for this intermediate. This profile will be used to
      establish the standard test specifications (STS) for [ * ]. The STS will
      be modified to include an assay.

      [ * ] is combined with [ * ] in the manufacturing process. The [ * ]
      method for [ * ] will be validated. A validation protocol will be
      submitted to GTx for approval prior to execution. The validation protocol
      will follow the [ * ], and the method will be validated for the following:

            o Specificity,
            o Accuracy,
            o Precision,
            o Linearity,
            o Quantitation Limit,
            o Detection Limit,


                                       6

            o Robustness, and
            o Range.

      The assay method will perform adequately or GTx will be notified. A
      validation report will be issued for this work.

      A working standard of [ * ] will be prepared. The material will be
      characterized by [ * ]. Because [ * ] may be stored for longer periods of
      time, some stress studies will be performed to assess how labile the
      compound is under certain conditions. Forced degradation studies will
      examine [ * ].

      Samples of [ * ] from previous work at EPPS will be used to determine the
      impurity profile of this material. This profile will be used in
      establishing the standard test specifications (STS) for [ * ]. The STS
      will be modified to include an assay in the specification.

      [ * ]

      [ * ] will be tested for release using the manufacturer's method for
      assay. A STM will be written for this raw material. The current STS for
      [ * ] will be updated to add an assay to the current release tests. Vendor
      specifications will be used for the STS.

      An assay method for [ * ] will be obtained from the vendor and used for
      the release testing. A STM will be written to use for this raw material.
      The current STS for [ * ] will be updated to add an assay to the current
      specifications. Vendor specifications will be used for the STS.

      In-process monitoring of [ * ] will use the assay method supplied by
      [ * ]. The method will work to measure the [ * ] or GTx will be notified.

      The [ * ] will be tested for release using the [ * ] assay method. The
      scope for this [ * ] is similar to the scope of work proposed for [ * ]. A
      working standard of [ * ] will be characterized, The working standard
      ([ * ]) will be characterized by [ * ]. The [ * ] assay method for [ * ]
      will have an abbreviated validation performed using the following tests on
      one sample: Accuracy, Precision, Linearity, Quantitation Limit, and
      Stability per [ * ]. The method will not be validated at this time. The
      method will be shown to be validatable by performing these tests on one
      sample of [ * ]. The method will perform adequately on the [ * ] or GTx
      will be notified. A report will be written summarizing the results.

      Samples of [ * ] from previous work at EPPS will be used to determine an
      [ * ]. This profile will be used in the determination of the standard
      specifications of [ * ]. The STS sheet will be modified to include a [ * ]
      assay.

      [ * ]


                                       7

      The [ * ] will be tested using the manufacturer's method for assay. A STM
      will be written for the assay of this raw material. The current STS for
      [ * ] will be updated to add an assay to the current tests. Vendor
      specifications will be used for the STS.

      Similarly, the [ * ] will be tested using the manufacturer's method for
      assay. A STM will be written for the assay of this raw material. The
      current STS for [ * ] will be updated to add an assay to the current
      tests. Vendor specifications will be used for the STS.

      In-process [ * ] monitoring of the [ * ] reaction will use the assay
      method supplied by [ * ]. The method will work to measure the [ * ] or GTx
      will be notified.

      The [ * ] methods ([ * ]) for release testing of [ * ] will be transferred
      to EPPS and validated on [ * ]. EPPS will write a validation protocol
      which will be approved by GTx prior to validation. Using [ * ], the method
      will be validated for the following; Specificity ([ * ]), Accuracy,
      Precision, Linearity, Quantitation Limit, Detection Limit, Robustness, and
      Range. Each method will be incorporated into a STM for GMP analysis. A
      validation report will be written. The methods will work properly or GTx
      will be notified.

      The [ * ] method for [ * ] testing of [ * ] ([ * ]) will be transferred to
      EPPS and validated for [ * ]. The [ * ] methods for [ * ] will be
      validated. A validation protocol will be submitted to GTx for approval
      prior to execution. The validation protocol will follow the [ * ], and the
      method will be validated for the following:

            o Specificity ([ * ]),
            o Accuracy,
            o Precision,
            o Linearity,
            o Quantitation Limit,
            o Detection Limit,
            o Robustness, and
            o Range.

      If portions of the validation program proposed above have been performed
      at [ * ] then that work will not be repeated. A validation report will be
      written. The methods will work properly or GTx will be notified.

      Product specific methods for [ * ] will be validated by EPPS. EPPS will
      write a validation protocols and will submit these protocols to GTx for
      approval prior to implementation. Using the [ * ], the method will be
      validated for the following; Specificity and Accuracy. Each method will be
      incorporated into a STM. A validation report will be written. The methods
      will work properly or GTx will be notified.

      PHASE II- GMP SET-UP ACTIVITIES FOR PILOT PLANT PRODUCTION OF [ * ]


                                       8

      A series of [ * ] are required prior to the pilot plant campaign.

         o  [ * ] will be rewritten for pilot plant production. The [ * ] will
            be submitted to GTx for approval then issued by EPPS's QA
            department.

         o  EPPS and GTx will review [ * ] prior to starting plant
            manufacturing.

         o  [ * ] will be performed to develop procedures that will be used to
            1) [ * ] and 2) [ * ]. This usually entails [ * ] and [ * ] to
            document the [ * ] is sufficient.

         o  EPPS requires operator training and a safety review of the process
            before the start of manufacturing. The operators are trained on how
            to handle the chemicals used in the process and their hazards.

      PHASE III- CGMP PRODUCTION OF [ * ]

      A cGMP batch of [ * ] will be manufactured utilizing the best technology
      developed during previous [ * ]. [ * ] and [ * ] will be combined, as in
      the [ * ]. Each [ * ] will be released based on the specifications
      established in [ * ]. In-process reaction monitoring will be performed on
      [ * ].

      GTx will supply the [ * ] starting material. EPPS will provide all [ * ]
      including the [ * ] and [ * ].

      The [ * ] will include [ * ],

      After completion of the production campaign, a production report will be
      issued which will include a summary of the [ * ].

      The, QC department typically provides in-process results from production
      samples [ * ]. The analyses required to [ * ] typically has a [ * ] time.
      Final release testing usually takes about [ * ] for [ * ] and [ * ]. If
      any rush charges are incurred for rush analysis from outside vendors, the
      cost will be [ * ].

      The storage conditions for [ * ] and the [ * ] will be at [ * ] unless
      otherwise requested by GTx. The final product will be packaged in [ * ]
      inside of [ * ]. The label is in accordance with the [ * ]. The scope of
      this work has incorporated [ * ].

      GTx will always have the options to [ * ].


                                       9

III.  DELIVERABLES

         o  Validation Report - [ * ]
         o  Summary Report - [ * ]
         o  Summary Report - [ * ]
         o  Validation Report for [ * ]
         o  Summary Report - [ * ]
         o  Validation Report for [ * ]
         o  Validation Report for [ * ]
         o  Validation Report - [ * ]
         o  [ * ] of [ * ] ([ * ])
         o  Certificate of Analysis for cGMP Batch
         o  Production Report

IV.   PROJECT BUDGET



  PHASE        DESCRIPTION                                       COST
                                                           
    I          Analytical Method Transfer and Validation         [ * ]
    II         GMP Set-up Activities                             [ * ]
   III         GMP Production ([ * ])                            [ * ]
               Raw Materials and Waste                           [ * ]
                      TOTAL                                      [ * ]


V.    TIMELINES

      [ * ]

      o     Phase I - [ * ] from the date the proposal is signed. Phase I [ * ]
            with GMP production.
      o     Phase II - [ * ] from the date the proposal is signed.
      o     Phase III - [ * ] after completion of Phase II.

VI.   ASSUMPTIONS

      EPPS is providing this proposal with the following assumptions. Should any
      of these assumptions prove to be invalid; a revised scope of work with its
      associated cost will be submitted to GTx.

      1.    GTx will provide [ * ] at GTx expense. All remaining raw materials
            are included in this quote, including [ * ] and [ * ].

      2.    Any changes to this Agreement which effect cost, schedule, or alter
            this Agreement materially, such as changes in processes, protocols
            or additional testing or sampling,


                                       10

            shall be submitted in writing with any additional associated costs
            and mutually agreed to by both parties before continuation of the
            project.

      3.    The API manufactured at EPPS is not manufactured as a sterile API.
            The customer will ensure that if a sterile product is required that
            the formulated product will contain steps for terminal
            sterilization.

      4.    This proposal does not include costs for an FDA site inspection as a
            result of or in association with the manufacturing of the API named
            in this proposal.

      5.    EPPS makes no guarantees on yield or purity until [ * ] EPPS
            manufacturing runs provide adequate information for justification of
            yield and purity consistency.

      6.    GTx bears all sales tax liability under this agreement. GTx is not
            liable for taxes on EPPS income.

      7.    Costs outlined above do not include any shipping outside of the
            scope provided in this proposal, shipping insurance, applicable
            taxes or handling charges.

      8.    [ * ] analytical methods will be suitable and provide acceptable
            performance (validatable) for use as described in the detailed scope
            of work.


                                       11

VII.  DESIGNATED REPRESENTATIVES

         GTX, INC

         Karen Veverka, Ph.D.
         Director ARTA Research
         Three North Dunlap Avenue
         Van Vleet Building Third Floor
         Memphis, TN 38163
         901-523 -9700 ext 104
         fax 901-523-9772
         Kveverka@gtxinc.com

         EAGLEPICHER EAGLEPICHER PHARMACEUTICAL SERVICES

         Emily Russell
         Contracts Manager and Legal Administrator
         13605 W. 96th Terrace
         Lenexa, Kansas 66215
         800-233-6643
         913-888-3582
         Emily.russell@eaglepicher.com

VIII. STANDARD TERMS AND CONDITIONS

      The terms and conditions between GTx and EPPS for this contract are
      covered under the Production and Manufacturing Agreement entered into on
      the 9th day of September 2002, (the "2002 Agreement"). In the event of a
      conflict between the terms hereof and any provision contained in the 2002
      Agreement, the terms hereof shall control; otherwise, the 2002 Agreement
      shall be incorporated herein and form a put of this Agreement.

IX.   INSURANCE

      EPPS confirms that it has reasonable and adequate insurance in full force
      and effect with qualified insurers to fully insure GTx against loss of
      material or product resulting from a casualty occurring while such
      material or product is in control of or on the property of EPPS. EPPS will
      assume the risk of any loss to GTx material and property which is
      willingly under its control or located on its property, and in the event
      of a casualty, EPPS will promptly notify GTx. Pending resolution of any
      resulting insurance claim, EPPS will replace any lost or damaged material.


                                       12

X.    PROJECT AUTHORIZATION

      The project described above may be authorized by returning to EaglePicher
      Pharmaceutical Services a signed copy of our proposal and your purchase
      order. This proposal remains effective until September 08, 2003. This
      proposal is subject to the attached Standard Terms and Conditions. Please
      reference EaglePicher Pharmaceutical Services Inquiry [ * ] in all
      correspondence. This agreement shall be interpreted and constructed in
      accordance with the laws of the state of Missouri. Termination of this
      agreement is subject to discussion and resolution of any outstanding
      issues between the involved parties.


                                         
Sincerely,                                  Accepted by GTx, Inc:

/s/ Emily S. Russell                        /s/ Henry P. Doggrell  Date: 8/13/03
- --------------------                        ---------------------        -------

Emily S. Russell                            General Counsel
Contracts Manager and Legal Administrator   Secretary
EaglePicher Technologies, LLC


EaglePicher Pharmaceutical Services looks forward to your response, and to
proceeding as soon as possible.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       13

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.20

              THE UNIVERSITY OF TENNESSEE RESEARCH CORPORATION AND

                                    GTX, INC.

                AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT

      Exclusive License Agreement (hereinafter "Agreement") made and entered
into this 23d day of August, 2000 (the "Effective Date") by and between The
University Of Tennessee Research Corporation, a corporation duly organized and
existing under the laws of the State of Tennessee and having its principal
office at 1534 White Avenue, Knoxville, Tennessee, U.S.A. (hereinafter "UTRC"),
and GTx, Inc. (formerly known as Genotherapeutics, Inc.) a Tennessee
corporation, located at 3 N. Dunlap St., 3rd Floor, Memphis, Tennessee 38163
(hereinafter "GTx").

      WHEREAS, UTRC is the owner of the Licensed Patents and Licensed Technology
(as later defined herein) the subject matter of which was developed by James T.
Dalton and Duane D.Miller, Leonid I. Kirkovsky, Arnab Mukherjee, Craig Marhefka,
and Donghua Yin ("Contributors") in the course of employment with The University
of Tennessee;

      WHEREAS, UTRC is willing to grant and GTx desires to receive an exclusive
worldwide license with rights to grant sublicenses and permit sub-sublicenses
under the Licensed Patents and Licensed Technology.

      NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, UTRC and GTx (hereinafter referred to individually as a "Party"
and collectively as the "Parties") hereto expressly agree as follows:

                                   SECTION 1

                                   Definitions

      1.1 "Affiliates" shall mean any corporation, partnership, or other entity
that at any time during the term of this Agreement, directly or through one or
more intermediaries, Controls or is Controlled by or is under common Control
with a party to this Agreement, but only for so long as the relationship exists.
A corporation or other entity shall no longer be an Affiliate when through loss,
divestment, dilution or other reduction of ownership, the requisite Control no
longer exists.

      1.2 "Alliance" shall mean a relationship (including any entity formed as a
result thereof) entered into by GTx, with one or more third parties to
manufacture, use or sell a Licensed Product, Licensed Process or Licensed
Technology, which can include the


                                       1.


development, manufacturing, distribution and/or marketing of a Licensed Product,
Licensed Process or Licensed Technology as a part of the relationship.

      1.3 "Control" or "Controls" or "Controlled" shall mean: i) in the case of
a corporation, ownership or control, directly or indirectly, of at least fifty
one percent (51%) of the shares of stock entitled to vote for the election of
directors; or ii) in the case of an entity other than a corporation, ownership
or control, directly or indirectly, of at least fifty one percent (51%) of the
assets of such entity.

      1.4 "Generic Product(s)" shall mean a commercial product the use, sale or
distribution of which utilizes Licensed Technology that is not covered in whole
or in part by a Valid Claim of the Licensed Patents. A product that is sold,
distributed or used for testing, development, or clinical trial purposes shall
not be considered a commercial product.

      1.5 "GTx" shall mean GTx and/or its Affiliates, unless otherwise clearly
indicated by the context.

      1.6 "Joint Alliance" shall mean an Alliance in which GTx either, (1)
receives a royalty of at least [ * ] percent [ * ] of net sales of Licensed
Product in any one or more of the Major Markets or (2) retains [ * ] percent
[ * ] or more of the net profits from the sale of Licensed Product in any one or
more of the Major Markets, determined in accordance with generally accepted
accounting principles.

      1.7 "Joint Alliance Party" or "Joint Alliance Parties" shall mean GTx and
any other party who is a member of a Joint Alliance, including Sub-sublicensees.

      1.8 "Joint Alliance Revenue" shall mean the amount received by a Joint
Alliance or a Joint Alliance Party from Third Parties for the use, sale or
distribution of a Licensed Product, Licensed Process or Generic Product, less:

         I) discounts allowed in amounts customary in the trade for quantity
purchases, cash payments, prompt payments, wholesalers and distributors;

         II) sales, tariff duties and/or use taxes directly imposed and with
reference to particular sales;

         III) outbound transportation prepaid or allowed, amounts allowed or
credited on returns, export licenses, import duties, value added tax, and
prepaid freight;

         IV) royalties, cash, fees, or other consideration paid to, or invoiced
by, Third Parties to a Joint Alliance or a Joint Alliance Party which are
considered payment of, or for technology and/or patent licensing fees for
manufacture, use, or sale of a Licensed Product, Licensed Process or Generic
Product; and

         V) sales commissions paid to individuals who are not employees of a
Joint Alliance or a Joint Alliance Party.

                                       2.


No deductions shall be made for sales commissions paid to individuals who are
employees of a Joint Alliance or a Joint Alliance Party, or for cost of
collections.

      1.9 "Licensed Patents" shall mean the following:

            (1)   U.S. Patent No. [ * ], issued [ * ], entitled [ * ];

            (2)   U.S. Patent No. [ * ], issued [ * ], entitled [ * ];

            (3)   U.S. Patent No. [ * ], issued [ * ], entitled [ * ]; and

together with the list of patents pending and/or issued for the Licensed
Technology set forth on Schedule 1 attached hereto and made a part hereof, and
any other patent applications that may in the future be filed by GTX on the
Licensed Technology and any patents issuing therefrom, including any
application(s) filed by GTx pursuant to Articles 6.1 and 6.7 of this Agreement,
whether in the United States of America or any other country, including any and
all substitutions for and divisions, continuations, continuation-in-part,
provisionals, and non-provisionals, renewals, reissues, any foreign patent
applications and divisionals or national phase applications which claim priority
of any of Provisional Application Serial Number [ * ], filed [ * ]; Provisional
Application Serial Number [ * ], filed [ * ]; Provisional Application Serial
Number [ * ], filed [ * ].

      1.10 "Licensed Process(es)" shall mean any process which is covered in
whole or in part by a Valid Claim of the Licensed Patents.

      1.11 "Licensed Product(s)" shall mean any product that:

            I)    is covered in whole or in part by a Valid Claim of the
                  Licensed Patents; or

            II)   is manufactured by using a process or is employed to practice
                  a process which is covered in whole or in part by a Valid
                  Claim of the Licensed Patents.

      1.12 "Licensed Technology" shall mean any technology, trade secrets,
methods, processes, know-how, show-how, data, information, or results relating
to UTRC PD numbers [ * ] developed by the Contributors, and owned by UTRC,
including: 1) agents, compositions, compounds, or analogs or isomers thereof, of
nonsteroidal molecules which bind to androgen receptors, including radiolabeled,
fluorescent, and radioisotopes incorporated thereto and small molecules of
R-bicalutamide, androgen receptor targeting agents, oral testosterone
compositions; 2) methods of making developing, or characterizing such agents,
compositions, and composition, compounds of (1); and 3) any therapeutic,
diagnostic, and prognostic methods of use, of such compounds or agents of (1)
including but not limited to methods of treating prostate cancer, methods of
imaging, or methods related to fertility, contraceptive, andropause and muscle
or bone mass uses.

      1.13 "Major Markets" shall mean and include the United States, Great
Britain, France, Germany, and Japan.

      1.14 "Residual Alliance" shall mean any Alliance that is not a Joint
Alliance.

                                       3.



      1.15 "Residual Alliance Party" or "Residual Alliance Parties" shall mean
GTx, and any other party who is a member of a Residual Alliance, including
Sub-sublicensees.

      1.16 "Residual Alliance Revenue" shall mean all cash, Sublicense or
Sub-sublicense fees, and running royalties and all other consideration paid to
GTx by a Residual Alliance or a Residual Alliance Party in consideration for the
granting of rights to the Licensed Patents and/or Licensed Technology.

      1.17 "Sublicense(s)" shall mean any sublicense granted by GTx, to a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party.

      1.18 "Sublicensee(s)" shall mean any Joint Alliance, Joint Alliance Party,
Residual Alliance or Residual Alliance Party, to whom GTx has granted
sublicenses pursuant to this Agreement.

      1.19 "Sub-sublicense(s)" shall mean any sub-sublicense granted by a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party,
other than GTx , to a Third Party or to an Affiliate of a Joint Alliance Party
or Residual Alliance Party other than GTx.

      1.20 "Sub-sublicensee(s)" shall mean any party to whom a Joint Alliance,
Joint Alliance Party, Residual Alliance or a Residual Alliance Party, other than
GTx, has granted Sub-sublicenses to pursuant to this Agreement.

      1.21 "Third Party" or "Third Parties" shall mean any non-affiliated party
or parties other than GTx, a Joint Alliance, a Joint Alliance Party, a Residual
Alliance, a Residual Alliance Party, UTRC or The University of Tennessee.

      1.22 "Valid Claim" shall mean (a) a claim of an issued patent which has
not expired and which has not been held revoked, invalid or unenforceable by
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed with the time allowed for appeal having expired, and
which has not been admitted to be invalid through reissue or disclaimer or
otherwise; or (b) any claim of a pending patent application, which i) was filed
in good faith; and ii) has not been pending for more than eight (8) years.

                                   SECTION 2

                                      Grant

      2.1 UTRC hereby grants to GTx an exclusive, worldwide right and license,
with the right to grant Sublicenses and to permit Sub-sublicenses to practice
under and use the Licensed Patents and the Licensed Technology to make, have
made, use, market, sell, have sold, import, distribute, and offer for sale any
Licensed Product, Licensed Process or Generic Product. UTRC hereby agrees,
subject to the terms and conditions herein contained, that the term "exclusive"
means that UTRC shall not grant any other license to any third party or take any
action inconsistent with the rights granted to GTx under this Agreement relating
to the Licensed Patents or Licensed Technology.

                                       4.


      2.2 GTx agrees that the Contributors and The University of Tennessee shall
have the royalty-free right to practice under the Licensed Patents and to
utilize the Licensed Technology for non-commercial educational, research, and
academic purposes only.

      2.3 GTx acknowledges that all or a portion of the Licensed Patents and
Licensed Technology was developed with the support of the United States
Government ("the Government"), and agrees that the Government retains rights in
the Licensed Patents and Licensed Technology as set forth in Title 35 U.S.C.
Section 200 et seq. All rights herein granted to GTx are subject to any such
rights held by the Government and further subject to any restrictions or
obligations that may be imposed by the Government pursuant to such riGhts.

      2.4 GTx shall have the right to enter into Sublicenses and to permit
Sub-sublicense agreements, as the case may be, with respect to the Licensed
Patents and Licensed Technology, subject to notifying UTRC of the identity and
address of each Sublicensee or Sub-sublicensee within thirty (30) days after
execution of such agreement by the parties thereto. No GTx Affiliate, Joint
Alliance, Joint Alliance Party, Residual Alliance, Residual Alliance Party, or
their Affiliates, shall have the right to practice under the Licensed Patents or
utilize the Licensed Technology to make, have made, use, market, sell, have
sold, import, distribute, or offer for sale any Licensed Product, Licensed
Process or Generic Product in the absence of a written Sublicense or
Sub-sublicense. Any grant of rights by GTx, a Joint Alliance, a Joint Alliance
Party, a Residual Alliance, a Residual Alliance Party, or their Affiliates, to
practice under the Licensed Patents or to utilize the Licensed Technology to
make, have made, use, market, sell, have sold, import, distribute, or offer for
sale any Licensed Product, Licensed Process or Generic Product shall constitute
a Sublicense or Sub-sublicense, as the case may be. All Sublicenses and
Sub-sublicenses granted by GTx hereunder shall be subject to this Agreement in
all respects and shall include provisions that such Sublicensee or
Sub-sublicensee is being granted a license under the Licensed Patents and
Licensed Technology as described herein.

      2.5 GTx shall be responsible for its Affiliates, Sublicensees and
Sub-sublicensees and shall not grant any rights that are inconsistent with the
rights granted to and obligations of GTx hereunder. Each such Sublicense and
Sub-sublicense agreement shall include a requirement that the Sublicensee or
Sub-sublicensees, as the case may be, use its best efforts to bring the subject
matter of the Sublicense or Sub-sublicense, as the case may be, into commercial
use. In addition, each such Sublicense and Sub-sublicense agreement shall
include a requirement that the Sublicensee or Sub-sublicensee, as the case may
be, assign, transfer and convey to UTRC all right, title and interest in and to
Licensed Patents. Upon termination of this Agreement, each Sublicensee's or
Sub-sublicensee's as the case may be, rights under any Sublicense agreement
shall also terminate. No Sublicense Or Sub-sublicense shall relieve GTx of any
of its obligations under this Agreement. GTx shall forward to UTRC a complete
copy of each Sublicense or Sub-sublicense agreement, as the case may be
(including, without limitation, all amendments and addenda), granted hereunder
within thirty (30) days after execution of such agreement by the parties
thereto, provided that UTRC shall receive such information and documents in
confidence and shall not publicly disclose, discuss or release such information
or document without the prior written approval of GTx except for the purposes of
enforcement of UTRC's rights. GTx shall be responsible for payment of royalties
from Joint Alliance Revenue and Residual Alliance Revenue provided, however,
that GTx may arrange for such payments to be made to UTRC by an Affiliate,
Sublicensee or Sub-sublicensee, with the understanding that UTRC's acceptance of

                                       5.


such payments from an Affiliate, Sublicensee, or Sub-sublicensee does not
relieve GTx of the ultimate responsibility for any other or future payment
required hereunder. Each such Sublicense or Sub-sublicense agreement shall
include an audit right by UTRC of the same scope as provided in Article 5.1
herein with respect to GTx.

      2.6 Any act or omission of an Affiliate, Sublicensee or Sub-sublicensee
which would constitute a breach of this Agreement if performed by GTx shall be
deemed to be a breach by GTx of this Agreement, subject however to the same cure
provisions in favor of GTx or such Affiliate, Sublicensee or Sub-sublicensee, as
the case may be, as are otherwise provided herein for breach by GTx.

                                   SECTION 3

                                    Diligence

      3.1 GTx shall use its commercially reasonable best efforts to develop and
commercialize Licensed Products and Generic Products through a commercially
reasonable program for exploitation of the Licensed Patents and the Licensed
Technology.

                                   SECTION 4

                             Payments And Royalties

      4.1 For the rights, privileges and license granted hereunder, GTx shall
pay royalties to UTRC in the manner hereinafter provided until this Agreement
shall expire or be terminated. GTx shall pay to UTRC:

         A) License Issue Fee in the amount of [ * ], which UTRC acknowledges
has been fully paid by GTx.

         B) Annual License Maintenance Fees in the amount of [ * ], with the
first such License Maintenance Fee being due and payable on the [ * ] and each
succeeding License Maintenance Fee being due on the [ * ] of the Agreement;
provided, however, that running royalties payable in a given year shall be
creditable pro rata against the License Maintenance Fee already paid for that
year. License Maintenance Fees paid in excess of running royalties shall not be
creditable to running royalties for future years. The Annual License Maintenance
Fee shall be [ * ] at such time as GTx enters into a Joint Alliance, a Residual
Alliance or grants a Sublicense to a Third Party as described in Article 2.4.
[ * ] for the remainder of the Term of this Agreement, regardless of whether any
such Joint Alliance, Residual Alliance or Sublicense is terminated. This
increase shall not apply to a Sublicense granted to a GTx Affiliate that is 100%
owned by GTx.

         C) Reimbursement of Patent fees and expenses (including attorney fees)
incurred by UTRC, in the amount of [ * ] due within [ * ] from the Effective
Date of the Agreement, which UTRC acknowledges has been fully paid by GTx. In
addition, GTx will reimburse UTRC within [ * ] after receipt of an invoice for
any additional Patent fees and expenses incurred prior to assumption by GTx of
control of patent matters as provided in Article 6.1. As of the Effective Date
of this Amended and Restated Exclusive License Agreement, the


                                       6.


amounts due for additional Patent fees and expenses that remain not invoiced by
UTRC total [ * ].

      4.2 In addition to the foregoing fees, GTx shall pay to UTRC the following
royalties for the term of this Agreement:

         A) [ * ] of Joint Alliance Revenue attributable to the use, sale or
distribution of License Products and Licensed Processes and a reduced percentage
of Joint Alliance Revenue attributable to the use, sale or distribution of
Generic Products, which reduced percentage shall be determined on a
country-by-country basis and in each country shall be calculated as the [ * ]
during the quarter divided by [ * ] during the same quarter [ * ] (provided that
in no event shall the reduced percentage [ * ]); and

         B) [ * ] of Residual Alliance Revenue attributable to the use, sale or
distribution of License Products and Licensed Processes and a reduced percentage
of Residual Alliance Revenue attributable to the use, sale or distribution of
Generic Products, which reduced percentage shall be determined on a
country-by-country basis and in each country shall be calculated as the [ * ]
during the quarter divided by [ * ] during the same quarter [ * ] (provided that
in no event shall the reduced percentage [ * ]).

      4.3 In the event that GTx, its Sublicensees or Sub-sublicensees
manufacture, make, use, sell import, or license a Licensed Product or perform a
Licensed Process using technologies for which royalties may be payable to UTRC
under this Article 4 and under one or more other UTRC/GTx license agreements,
GTx shall only be required to pay UTRC royalties under one such license
agreement, subject to the provisions of Article 5.2.

      4.4 Within [ * ] following the close of each calendar quarter in which
Joint Alliance Revenue is received by a Joint Alliance or Joint Alliance Party,
Residual Alliance Revenue is received by GTx, or amounts are received by a Joint
Alliance or Residual Alliance on account of the use, sale or distribution of a
Generic Product, as the case may be, payments shall be paid to UTRC or its
designee in United States dollars in Knoxville, Tennessee, or at such other
place as UTRC may reasonably designate consistent with the laws and regulations
controlling in any foreign country. In the event GTx arranges for any payment
under this Article 4.5 to be made to UTRC by an Affiliate, Sublicensee or
Sub-sublicensee pursuant to Article 2.5, if such payment is not received by UTRC
within the [ * ] period set forth herein, GTx shall be deemed to be in breach of
this Agreement, subject to the same cure provisions in favor of GTx as set forth
in Article 12. If any currency conversion shall be required in connection with
the payment of royalties hereunder, such conversion shall be made by using the
exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business
day of the calendar quarterly reporting period to which such royalty payments
relate.

                                   SECTION 5

                               Reports And Records

      5.1 UTRC or its accounting agents shall have the right to inspect the
books of account of GTx. GTx shall keep full, true and accurate books of account
containing all particulars that


                                       7.


may be necessary for the purpose of showing the amounts payable to UTRC
hereunder. Said books of account shall be kept at GTx's principal place of
business or the principal place of business of the appropriate division or
Affiliate of GTx to which this Agreement relates. Said books and the supporting
data shall be open at all reasonable times for [ * ] following the end of the
calendar year to which they pertain, to the inspection of UTRC or its accounting
agents for the purpose of verifying GTx's royalty statement. If any examination
reveals a shortage in amounts paid to UTRC equal to or greater than [ * ] of the
total amount due in the period under audit, GTx shall promptly reimburse UTRC
for the cost of the examination as well as the shortage, together with interest
thereon as provided in Article 5.4.

      5.2 GTx shall deliver to UTRC true and accurate reports to confirm a
royalty accounting hereunder within [ * ] after the close of each calendar
quarter in which Joint Alliance Revenue is received by a Joint Alliance or Joint
Alliance Party, or Residual Alliance Revenue is received by GTx, as the case may
be.

      These reports shall include at least the following, on a country-by-
country basis:

         (1) number of Licensed Products, Licensed Processes, or Generic
Products manufactured, used or sold by and/or for GTx and all Joint Alliance
Parties and Residual Alliance Parties;

         (2) total amounts received by GTx, a Joint Alliance or a Joint Alliance
Party for Licensed Products, Licensed Processes and Generic Products
manufactured, used or sold by and/or for GTx and any Joint Alliance, Joint
Alliance Party, Residual Alliance, or Residual Alliance Party.

         (3) accounting, for Joint Alliance Revenue or Residual Alliance
Revenue;

         (4) royalties due to UTRC pursuant to Sections 4.2 and 4.3 including
(i) the manner in which such royalties were calculated and (ii) in the event any
such royalties are payable to UTRC under this Agreement and under one or more
other UTRC/GTx license agreements, and notwithstanding that GTx is required to
pay such royalties under only one such license agreement, GTx shall set out in
its report the amount of such royalties covered by multiple license agreements
and identify all such license agreements to which such royalties apply;

         (5) names and addresses of all Joint Alliance Parties and Residual
Alliance Parties, including an identification of whether the party is a Joint
Alliance Party or a Residual Alliance Party;

         (6) dates that any Residual Alliance Revenue is received by GTx from a
Residual Alliance or any Residual Alliance Party and other information
pertaining to the determination of revenues due to UTRC; and

         (7) upon request by UTRC, any other information that may be necessary
for the purpose of showing the amounts payable to UTRC hereunder.

                                       8.


      5.3 With each such report submitted, GTx shall pay to UTRC the royalties
due and payable under this Agreement. If no royalties shall be due, GTx shall so
report.

      5.4 Any amount owed by GTx under this Agreement that is not received by
UTRC on or before the date due shall bear interest at a per annum rate [ * ]
above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the date
due. GTx shall also pay all reasonable collection costs at any time incurred by
UTRC in obtaining payment of amounts past due, including reasonable attorneys
fees. If the transfer or the conversion into United States Dollar equivalents in
any such instance is not lawful or possible, the payment of such part of the
royalties as is necessary shall be made by the deposit thereof, in the currency
of the country where the sales were made on which the royalty was based, to the
credit and account of UTRC or its nominee in any commercial bank or trust
company of its choice located in that country, prompt notice of which shall be
given by GTx to UTRC.

                                   SECTION 6

                               Patent Prosecution

      6.1 GTx shall assume complete control of the maintenance of the Licensed
Patents and will be responsible for preparing, filing, prosecuting and
maintaining all patent applications and patents, corresponding to or arising out
of the Licensed Technology. GTx shall use patent counsel of its own choice, at
its own expense. GTx agrees to pay all costs incident to the United States and
foreign applications, patents and like protection relating to the Licensed
Patents and the Licensed Technology, including all costs incurred for filing,
prosecution, issuance and maintenance fees as well as any costs incurred in
filing continuations, continuations-in-part, divisionals or related applications
and any re-examination or reissue proceedings. Subject to the provisions of
Article 6.4, GTx shall file and maintain patent applications corresponding to
the Licensed Technology in such countries as GTx in its sole discretion shall
select. UTRC shall have the sole and exclusive right, title and ownership in and
to all Licensed Patents corresponding to or arising out of the Licensed
Technology, which now exist or may exist in the future, including all United
States and foreign patent applications filed and patents issued pursuant to this
Article 6. GTx, its Sublicensees and Sub-sublicensees shall assign, transfer and
convey to UTRC all right, title and interest in and to all such Licensed
Patents. GTx shall be responsible for recording an assignment to UTRC of patent
applications filed pursuant to this Article 6 with the United States Patent and
Trademark Office and with each foreign Patent Office in which such applications
are filed. Upon request by GTx, UTRC will amend this Agreement as reasonably
necessary to confirm GTX's exclusive license in all such inventions conveyed to
UTRC as provided in this Section.

      6.2 GTx agrees to keep UTRC informed, at GTx's expense, of filing and
prosecutions pursuant to this Article 6 including submitting to UTRC copies of
all patent applications, official actions and responses thereto within thirty
(30) days of filing or receipt, as the case may be. GTx agrees that it will
reimburse UTRC for its reasonable attorneys fees that UTRC reasonably incurs for
review by outside counsel of the material received from GTx. GTx shall consult
with UTRC regarding any abandonment of the Licensed Patents or the prosecution
of patent applications described in Article 6.1 prior to such abandonment.

                                       9.


      6.3 UTRC agrees to reasonably cooperate with GTx, at GTx's request and
expense, to whatever extent is reasonably necessary to procure patent protection
of any rights, including fully agreeing to execute any and all documents to
provide GTx the full benefit of the licenses granted herein with copies of
correspondence with Patent Offices concerning the Licensed Patents.

      6.4 In the event that GTx decides not to continue prosecution of any
United States or foreign patent application to issuance or maintain any United
States or foreign patent on technology described or claimed in the Licensed
Patents or the Licensed Technology in a certain jurisdiction, GTx shall timely
notify UTRC in writing in order that UTRC may continue said prosecution or
maintenance of such patent applications or patents at its option and at its own
expense in such jurisdiction. GTx's right under this Agreement to practice the
invention(s) under such patents and patent applications shall immediately
terminate in such jurisdiction upon UTRC's assuming said costs provided that the
application, in which GTx decides not to continue prosecution or the patent
which GTx decides not to maintain, is before the Patent Offices of a country
included in Major Markets. GTx shall not be considered in default and this
Agreement shall not terminates to any particular jurisdiction, if GTx decides
not to continue prosecution of a patent application to issuance or maintain any
patent in any other country besides those included in Major Markets. If GTx
fails to notify UTRC in sufficient time for UTRC to continue prosecution, or the
maintenance of, a patent or patent application in a Major Market, GTx shall be
considered in default of this Agreement.

      6.5 GTx and all its Sublicensees and Sub-sublicensees shall mark all
products covered by Licensed Patents with patent numbers in accordance with the
statutory requirements in the country (ies) of manufacture, use, and sale.

      6.6 At such time as it is reasonable to do so, but in any event prior to
any statutory bar date for filing a patent application of which GTx has been
made aware, GTx shall prepare and submit a patent application directed toward
[*], entitled [*].

                                   SECTION 7

                                  Infringement

      7.1 GTx shall inform UTRC and UTRC shall inform GTx, promptly in writing
of any alleged assertion and/or claim of infringement of the Licensed Patents by
a Third Party and of any available evidence thereof.

      7.2 GTx shall have the right, but shall not be obligated, to prosecute at
its own expense all infringements of the Licensed Patents and, in furtherance of
such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff in
any such suit, without expense to UTRC. The total cost of any such infringement
action commenced or defended by GTx shall be borne by GTx. After deduction of
outstanding expenses, including attorneys fees of GTx, the balance remaining
from any such recovery shall be divided equally between GTx and UTRC until UTRC
shall have recovered in full any royalty payments to which it would have been
otherwise entitled to receive hereunder, but for such infringement, and any
remaining balance, if

                                      10.


any, shall be retained by GTx. No settlement, consent, judgment or other
voluntary dismissal of such suits may be entered into without the consent of
UTRC, provided that such consent shall not be unreasonably withheld and that
UTRC shall not condition such consent on an increase in payments to UTRC
hereunder.

      7.3 If within six (6) months after having been notified of an alleged
infringement, GTx has not brought or is not diligently prosecuting an
infringement action, or if GTx has notified UTRC at any time prior thereto of
its intention not to bring suit against any alleged infringement of the Patents,
then, and in those events only, UTRC shall have the right, but shall not be
obligated, to prosecute at its own expense any infringement of the Licensed
Patents, and UTRC may, for such purposes, use the name of GTx as party
plaintiff. No settlement, consent judgment or other voluntary final disposition
of the suit may be entered into without the consent of GTx, which consent shall
not unreasonably be withheld. After deduction of outstanding expenses of UTRC,
including attorney fees and any expenses of GTx, including attorney fees
incurred prior to UTRC's pursuit of such infringement, the balance remaining
from any such recovery shall be divided equally between GTx and UTRC.

      7.4 In the event that GTx undertakes the enforcement and/or defense of the
Licensed Patents by litigation or an inter partes proceeding in the United
States or a foreign country against a Third Party, GTx may withhold up to [ * ]
of the payments otherwise thereafter due UTRC under Article 4 that are
attributable to sales in the country where such litigation or inter partes
proceeding takes place and apply the same toward reimbursement of up to half of
GTx's expenses, including reasonable attorneys' fees, in connection therewith.
GTx may not withhold any portion of the payments due UTRC under Article 4 in the
event that GTx undertakes the enforcement and/or defense of the Licensed Patents
by litigation or an inter partes proceeding in the United States or a foreign
country against an Affiliate, a Joint Alliance Party or a Residual Alliance
Party. Any recovery of damages by GTx for each such suit shall be applied first
in satisfaction of any unreimbursed expenses and legal fees of GTx relating to
such suit, and next toward reimbursement of UTRC for any payments under Article
4 past due or withheld and applied pursuant to this Article 7.

      7.5 In the event that a declaratory judgment action alleging invalidity or
noninfringement of any of the Licensed Patents shall be brought against UTRC,
GTx at its option shall have the right, within thirty (30) days after
commencement of such action, to intervene and take over the sole defense of the
action at its own expense.

                                   SECTION 8

                          Liability And Indemnification

      8.1 GTx shall at all times during the term of this Agreement, indemnify,
defend and hold UTRC, The University of Tennessee, and their respective
trustees, directors, officers, employees and Affiliates, harmless against all
claims, proceedings, demands and liabilities of any kind whatsoever, including
legal expenses and reasonable attorneys fees (collectively, the "Claims"),
arising out of the death of or injury to any person or persons or out of any
damage to property, resulting from the production, manufacture, sale, use,
lease, or consumption of the Licensed Products, Licensed Processes or Licensed
Technology or arising from any obligation or


                                      11.


act of GTx hereunder, except for Claims arising from the willful misconduct or
misrepresentation by UTRC, The University of Tennessee, and their respective
trustees, directors, officers, employees and Affiliates. Infringement by a Joint
Alliance Party, a Residual Alliance Party, Sublicensees or Sub-sublicensees of a
Third Party patent shall not be deemed for purposes of this Agreement as an
improper action, omission, or negligent act on the part of UTRC, The University
of Tennessee or their respective trustees, directors, officers, employees or
Affiliates.

      8.2 GTx shall obtain and carry in full force and effect from the first
manufacture, use or sale of the Licensed Products, Licensed Processes or
Licensed Technology to [ * ] such manufacturing, use or sales cease, commercial,
general liability insurance which shall protect GTx and UTRC with respect to
events covered by Paragraph 8.1 above. Such insurance shall be written by a
reputable insurance company, shall list UTRC as an additional named insured
thereunder, shall be endorsed to include product liability coverage and shall
require thirty (30) days written notice to be given to UTRC prior to any
cancellation or material change thereof. The limits of such insurance shall not
be less than [ * ] per occurrence with an aggregate of [ * ] for personal injury
or death. GTx shall provide UTRC with Certificates of Insurance evidencing the
same.

      8.3 UTRC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES
MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE, IN ANY LICENSED PRODUCT, LICENSED PROCESS, LICENSED TECHNOLOGY
OR GENERIC PRODUCT. IN NO EVENT SHALL UTRC, THE UNIVERSITY OF TENNESSEE, OR
THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, ECONOMIC DAMAGE, INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF
WHETHER UTRC OR THE UNIVERSITY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO
KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF ANY OF THE FOREGOING, EXCEPT
FOR NEGLIGENCE, FRAUD, OR MISREPRESENTATION BY UTRC, ITS TRUSTEES, DIRECTORS,
OFFICERS, EMPLOYEES, AND AFFILIATES. NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS:

         A. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT THE PRACTICE BY
GTx OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENTS OF ANY THIRD
PARTY;

         B. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY PATENT
APPLICATION INCLUDED IN THE PATENTS WILL ULTIMATELY ISSUE AS A PATENT;

         C. A REPRESENTATION MADE OR WARRANTY GIVEN THAT GTx SHALL HAVE THE
RIGHT TO USE ANY PORTION OF THE LICENSED PATENTS THAT IS CLAIMED IN A PATENT OF
ANY THIRD PARTY;

                                      12.


         D. A REQUIREMENT THAT UTRC SHALL BE RESPONSIBLE FOR THE EXPENSES OF
FILING OR PROSECUTING ANY PATENT APPLICATION OR MAINTAINING ANY LICENSED PATENTS
IN FORCE;

         E. AN OBLIGATION ON THE PART OF UTRC TO BRING OR PROSECUTE ACTIONS OR
SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF THE LICENSED PATENTS OR FOR
UNAUTHORIZED USE OF THE PATENTS OR MISAPPROPRIATION OF THE LICENSED TECHNOLOGY;

         F. AN OBLIGATION ON THE PART OF UTRC TO DEFEND ANY ACTION OR SUIT
BROUGHT BY ANY THIRD PARTY;

         G. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC AS TO THE SAFETY,
RELIABILITY OR EFFICACY OF: 1) THE LICENSED TECHNOLOGY OR THE INVENTIONS COVERED
BY THE LICENSED PATENTS; OR 2) ANY LICENSED PRODUCT OR LICENSED PROCESS THAT
INCORPORATES THE LICENSED PATENTS OR UTILIZES THE LICENSED PATENTS IN ITS
PRODUCTION, MANUFACTURE OR PERFORMANCE OR ANY GENERIC PRODUCT THAT INCORPORATES
THE LICENSED TECHNOLOGY OR UTILIZES THE LICENSED TECHNOLOGY IN ITS PRODUCTION,
MANUFACTURE OR PERFORMANCE; and

         H. A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY OF THE
CONTRIBUTORS WILL AGREE TO PROVIDE TECHNICAL ASSISTANCE OR CONSULTATION TO GTx,
OR THAT SUCH TECHNICAL ASSISTANCE OR CONSULTATION, IF PROVIDED, WOULD BE
SUFFICIENT TO ENABLE GTx TO SUCCESSFULLY EXPLOIT THE LICENSED TECHNOLOGY OR THE
LICENSED PATENTS.

      8.4 UTRC represents and warrants that to the best of its actual knowledge:
(i) the Licensed Patents are valid and enforceable; (ii) it has the full power
to enter into this Agreement, to carry out its obligations under this Agreement,
and to grant the rights granted to GTx herein; (iii) it has not previously
granted and shall not grant to any Third Party any rights which are inconsistent
with the rights granted to GTx herein, (iv) it is the sole owner of the entire
right, title, and interest in and to the Licensed Patents and Licensed
Technology; and (v) it has fully complied with all requirements of 35 U.S.C.
Section 200 et seq. and all implementing regulations necessary to perfect title
to the rights and license granted to GTx herein.

      8.5 UTRC acknowledges and understands that Dr. Mitchell S. Steiner is an
employee of The University of Tennessee and that he was and is currently the
Chief Executive Officer of GTx.

      8.6 GTx represents that: 1) it has full corporate power and authority to
enter into this Agreement and carry out all the provisions of this Agreement; 2)
it is authorized to execute this Agreement on its behalf; 3) the person
executing this Agreement is duly authorized to do so; and 4) no consent,
approval or authorization of any other party is required.

                                      13.

                                   SECTION 9

                                 Export Controls

      9.1   GTx acknowledges that it is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended, and the United States Department of Commerce Export
Administration Regulations). The transfer of such items may require a license
from the cognizant agency of the United States Government and/or written
assurances by GTx that GTx shall not export data or commodities to certain
foreign countries without prior approval of such agency. UTRC neither represents
that a license shall not be required nor that, if required, it shall be issued.

                                   SECTION 10

                                Non-Use Of Names

      10.1  GTx shall not use the names or trademarks of UTRC or the University
of Tennessee, nor any adaptation thereof, in any advertising, promotional or
sales literature without prior written consent obtained from UTRC, except that
GTx may state that it has licensed the Licensed Patents and Licensed Technology
from UTRC.

      10.2  UTRC shall not use the names or trademarks of GTx, nor any
adaptation thereof in any advertising, promotional or sales literature without
prior written consent obtained from GTx except that UTRC may state that it has
licensed the Licensed Patents and Licensed Technology to GTx.

                                   SECTION 11

                               Dispute Resolution

      11.1  Except for the right of either party to apply to a court of
competent jurisdiction for a temporary restraining order, a preliminary
injunction, or other equitable relief to preserve the status quo or to prevent
irreparable harm, any and all claims, disputes or controversies arising under,
out of, or in connection with this Agreement, shall be resolved upon thirty (30)
days written notice of either party to the other by final and binding
arbitration in Knoxville, Tennessee under the Commercial Arbitration Rules of
the American Arbitration Association, or the Patent Arbitration Rules if
applicable, then in effect. The arbitrator(s) shall have no power to add to,
subtract from or modify any of the terms or conditions of this Agreement, nor to
award punitive damages. The prevailing party in any such arbitration shall, in
addition to recovering reasonable out-of-pocket costs of the arbitration, be
entitled to an award of reasonable attorneys fees incurred in connection with
the arbitration, with any action necessary to perfect the arbitration award as a
judgment, and for any collection action required to secure payment of any
arbitration award. Any award rendered in such arbitration may be entered and
enforced by either party in either the courts of the State of Tennessee or in
the United States District Court for the Eastern District of Tennessee, to whose
jurisdiction for such purposes UTRC and GTx each hereby irrevocably consents and
submits, or in any other United States court having jurisdiction.


                                      14.

      11.2  Notwithstanding the foregoing, nothing in this Article shall be
construed to waive any rights or timely performance of any obligations existing
under this Agreement.

                                   SECTION 12

                        Term Of Agreement And Termination

      12.1  Unless earlier terminated, as hereinafter provided, the Term of this
Agreement shall be for the longer of twenty (20) years or the last to expire
term of any patent or patent application having a Valid Claim covering the
Licensed Patents. After such expiration, GTx shall have a perpetual,
royalty-free license to the Licensed Patents and Licensed Technology.

      12.2  In the event of default or failure by GTx to perform any of the
terms, covenants or provisions of this Agreement, GTx shall have thirty (30)
days after the giving of written notice of such default by UTRC to correct such
default. If such default is not corrected within the said thirty (30) day
period, UTRC shall have the right, at its option, to cancel and terminate this
Agreement. The failure of UTRC to exercise such right of termination for
non-payment of royalties or otherwise shall not be deemed to be a waiver of any
right UTRC might have, nor shall such failure preclude UTRC from exercising or
enforcing said right upon any subsequent failure by GTx.

      12.3  UTRC shall have the right, at its option, to cancel and terminate
this Agreement in the event that GTx shall become involved in insolvency,
dissolution, bankruptcy or receivership proceedings affecting the operation of
its business. In the event of termination of this Agreement pursuant to Articles
12.2 or 12.3 hereof, all rights to the Licensed Patents shall revert to UTRC.

      12.4  Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination; and Articles 1, 5, 8, 9-12, 18,
20, and 21 shall survive any such termination.

      12.5  No termination of this Agreement shall constitute a termination or a
waiver of any rights of either Party against the other Party accruing at or
prior to the time of such termination. The obligations of Articles 5 and 13
shall survive termination of this Agreement.

      12.6  GTx shall have the right to terminate this Agreement at any time on
three (3) months notice to UTRC, and upon payment of all amounts due UTRC
through the effective date of the termination.

                                   SECTION 13

                                  Assignability

      13.1  This Agreement shall be binding upon and shall inure to the benefit
of UTRC and its assigns and successors in interest, and shall be binding upon
and shall inure to the benefit of GTx and its assigns and successors to all or
substantially all of its assets or business to which this Agreement relates, but
shall not otherwise be assignable or assigned by GTx without prior written
approval by UTRC being first obtained, which approval shall not be unreasonably
withheld; provided that, for purposes hereof, GTx shall have the right to assign
this Agreement


                                      15.

to an Affiliate of GTx (or any entity into which GTx shall have been merged or
consolidated, provided that at least 51% of such merged or consolidated entity
is owed by shareholders holding at least 51% of GTx immediately prior to such
merger or consolidation) without obtaining the prior written approval of UTRC.
No assignment shall be deemed effective unless such assignee has agreed in
writing to be bound by the terms and provisions of this Agreement. Any attempt
to assign or assignment made in violation of this Article 13.1, shall be void ab
initio.

                                   SECTION 14

                             Governmental Compliance

      14.1  GTx shall at all times during the term of this Agreement and for so
long as it shall make, use or sell Licensed Products, Licensed Processes or
Licensed Technology comply and cause its sublicensees to comply with all laws
that may control the import, export, manufacture, use, sale, marketing,
distribution and other commercial exploitation of Licensed Products, Licensed
Processes or Licensed Technology or any other activity undertaken pursuant to
this Agreement.

                                   SECTION 15

                                     Notices

      15.1  Any notice or other communication under this Agreement shall be in
writing and shall be deemed to have been given: when delivered personally
against receipt therefor; one day after being sent by Federal Express or similar
overnight delivery; or three days after being mailed registered or certified
mail, postage prepaid, to a party hereto at the address set forth below, or to
such address as such party shall give by notice hereunder to the other party to
this Agreement.

            If to UTRC:       The University of Tennessee Research Corporation
                              1534 White Avenue, Suite 403
                              Knoxville, Tennessee, U.S.A. 37996-1527
                              Attn:    President

            If to GTx:        3 N. Dunlap Street, 3rd Floor
                              Memphis, Tennessee 38163
                              Attn:    Dr. Mitchell Steiner
                              Title:   Chief Executive Officer

            with a copy to:   Henry P. Doggrell, General Counsel, GTx, Inc.

                                   SECTION 16

                           Severability Of Provisions

      16.1  If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect


                                      16.

and enforceable to the extent they are valid, legal and enforceable, and no
provision shall be deemed dependent upon any other covenant or provision unless
so expressed herein.

                                   SECTION 17

                                  Governing Law

      17.1  This Agreement shall be deemed to be subject to, and have been made
under, and shall be construed and interpreted in accordance with the laws of the
State of Tennessee. This Agreement is expressly acknowledged to be subject to
all federal laws including but not limited to the Export Administration Act of
the United States of America. No conflict-of-laws rule or law that might refer
such construction and interpretation to the laws of another state, republic, or
country shall be considered. The Parties irrevocably and unconditionally agree
that the exclusive place of jurisdiction for any action, suit or proceeding for
a temporary restraining order, a preliminary injunction, or other equitable
relief to preserve the status quo or to prevent irreparable harm, arising under,
out of, or in connection with this Agreement ("Actions"), shall be in the courts
of the United States of America sitting in the city, state and country of State
of Tennessee, or, if such courts shall not have jurisdiction over the subject
matter thereof, in the courts of the State of Tennessee sitting therein, and
each such party hereby irrevocably and unconditionally agrees to submit to the
jurisdiction of such courts for the purposes of any such Actions. If any such
State court also does not have jurisdiction over the subject matter thereof,
then such an Action may be brought in the federal or state courts located in the
states of the principal place of business of any Party hereto.

                                   SECTION 18

                                 Confidentiality

      18.1  Nothing herein shall preclude a Party from disclosing the existence
of this Agreement and the general scope of the license granted hereunder.
However, neither Party shall disclose the economic terms of this Agreement.

      18.2  Subject to the exceptions set forth herein, all information or
material disclosed pursuant to this Agreement and/or related to the Licensed
Patents, Licensed Products, Licensed Process, Licensed Technology and Generic
Products shall be confidential ("Confidential Information"). Recipient of the
Confidential Information ("Receiving Party") agrees to hold in confidence, and
not to distribute or disseminate to any Person or entity, for any reason for a
period of five (5) years after receipt, any Confidential Information received,
under or relating to this Agreement, except for Confidential Information which:

            (I)   was known or used by the Receiving Party prior to the date of
disclosure to the Receiving Party as evidenced by written records; or

            (II)  either before or after the date of disclosure is lawfully
disclosed to the Receiving Party by sources other than the Providing Party which
are rightfully in possession of the Confidential Information and not subject to
any obligation of confidentiality, as evidenced by written records; or


                                      17.

            (III) either before or after the date of disclosure to the Receiving
Party becomes published, through no fault or omission on the part of the
Receiving Party; or

            (IV)  is independently developed by or for the Receiving Party
without reference to, knowledge of, or reliance upon the Confidential
Information as evidenced by written records;

            (V)   is required to be disclosed by the Receiving Party to comply
with applicable laws, to defend or prosecute litigation or to comply with
governmental regulations, provided that the Receiving Party provides prior
written notice of such disclosure to the Providing Party and takes reasonable
and lawful actions to avoid and/or minimize the degree of such disclosure,
provided that specific information shall not be deemed to be within any of these
exclusions merely because it is embraced by more general information falling
with these exclusions; or

            (VI)  is developed by or for the Receiving Party without reference
to, knowledge of, or reliance upon any of the Confidential Information.

      18.3  The Parties recognize that GTx has entered into certain research
agreement(s) with The Ohio State University Research Foundation, The University
of Tennessee has entered into certain subcontract agreement(s) with The Ohio
State University Research Foundation and that GTx has entered into certain
consulting agreement(s) with one or more of the Contributors, which agreements
may contain confidentiality obligations and/or restrictions on publication
regarding, information or material related to this Agreement, the Licensed
Patents and/or the Licensed Technology. While UTRC acknowledges the need for
such confidentiality obligations and restrictions on publication in order for
GTx to preserve United States and foreign patent rights, UTRC makes no
representations or warranties, and has no obligation hereunder, regarding the
confidentiality or publication obligations of The University of Tennessee, the
Contributors or The Ohio State University Research Foundation.

      18.4  The Parties agree that counsel of the Parties, who have a duty of
confidentiality to the respective Parties, may receive Confidential Information.

                                   SECTION 19

                                   Reformation

      19.1  All Parties hereby agree that neither Party intends to violate any
public policy, statutory or common law, rule, regulation, treaty or decision of
any government agency or executive body thereof of any country or community or
association of countries; that if any word, sentence, paragraph or clause or
combination thereof of this Agreement is found, by a court or executive body
with judicial powers having jurisdiction over this Agreement or any of its
Parties hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such words,
sentences, paragraphs or clauses or combination shall be inoperative in such
country or community or association of countries, and the remainder of this
Agreement shall remain binding upon the Parties hereto.


                                      18.

                                   SECTION 20

                                   Non-Waiver

      20.1  The Parties covenant and agree that if a Party fails or neglects for
any reason to take advantage of any of the terms provided for the termination of
this Agreement or if a Party, having the right to declare this Agreement
terminated, shall fail to do so, any such failure or neglect by such Party shall
not be a waiver or be deemed or be construed to be a waiver of any cause for the
termination of this Agreement subsequently arising, or as a waiver of any of the
terms, covenants or conditions of this Agreement or of the performance thereof.
None of the terms, covenants and conditions of this Agreement may be waived by a
Party except by its written consent.

                                   SECTION 21

                                Entire Agreement

      21.1  This Agreement, as amended and restated herein, contains the entire
agreement and understanding of the parties as of the Effective Date with respect
to the subject matter hereof, supersedes any prior agreements and understandings
with respect thereto and cannot be modified, amended or waived, in whole or in
part, except in writing signed by the Party to be charged. Any such purported
non-written modification, amendment, or waiver shall be null and void. A
discharge of the terms of this Agreement shall not be deemed valid unless by
full performance of the Parties hereto or by writing signed by the Parties
hereto. A waiver by UTRC of any breach by GTx of any provision or condition of
this Agreement to be performed by GTx shall not be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent time.


                                      19.

      In Witness Whereof, the Parties hereto have executed and delivered this
Agreement in multiple originals by their duly authorized officers and
representatives on the respective dates shown below, but effective as of the
Agreement Date. The undersigned representative of UTRC is authorized to execute
this Agreement on its behalf and bind UTRC to the terms and conditions set
forth.

The University Of Tennessee Research       Gtx, Inc. ("GTx")
Corporation ("UTRC")

By: /s/ Ann J. Roberson                    By: /s/ Mitchell S. Steiner
    --------------------------------           ---------------------------------
Name:    Ann J. Roberson                   Name:    Mitchell S. Steiner
Title:   President                         Title:   Chairman and Chief Executive
                                                    Officer

Date:  6-3-02                              Date: 6/3/02
       -----------------------------             -------------------------------



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                      20.

                                   SCHEDULE 1



     EPLC FILE NO.       TITLE       INVENTOR(S)/APPLICANT    SERIAL NOD PA NO.      FILING DATE       STATUS
                                                                                        
     [ * ]               [ * ]       [ * ]                    [ * ]                  [ * ]             [ * ]



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       1.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.21

              THE UNIVERSITY OF TENNESSEE RESEARCH CORPORATION AND

                                    GTX, INC.

                AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT

      Exclusive License Agreement (hereinafter "Agreement") made and entered
into this 23d day of August, 2000 (the "Effective Date") by and between The
University Of Tennessee Research Corporation, a corporation duly organized and
existing under the laws of the State of Tennessee and having its principal
office at 1534 White Avenue, Knoxville, Tennessee, U.S.A. (hereinafter "UTRC"),
and GTx, Inc. (formerly known as Genotherapeutics, Inc.) a Tennessee
corporation, located at 3 N. Dunlap St., 3d Floor, Memphis, Tennessee 38163
(hereinafter "GTx").

      WHEREAS, UTRC is the owner of the Licensed Patents and Licensed Technology
(as later defined herein) the subject matter of which was developed by James T.
Dalton, Duane D. Miller, Donghua Yin and Yali He ("Contributors") in the course
of employment with The University of Tennessee;

      WHEREAS, UTRC is willing to grant and GTx desires to receive an exclusive
worldwide license with rights to grant sublicenses and permit sub-sublicenses
under the Licensed Patents and Licensed Technology.

      NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, UTRC and GTx (hereinafter referred to individually as a "Party"
and collectively as the "Parties") hereto expressly agree as follows:

                                   SECTION 1

                                   Definitions

      1.1   "Affiliates" shall mean any corporation, partnership, or other
entity that at any time during the term of this Agreement, directly or through
one or more intermediaries, Controls or is Controlled by or is under common
Control with a party to this Agreement, but only for so long as the relationship
exists. A corporation or other entity shall no longer be an Affiliate when
through loss, divestment, dilution or other reduction of ownership, the
requisite Control no longer exists.

      1.2   "Alliance" shall mean a relationship (including any entity formed as
a result thereof) entered into by GTx, with one or more third parties to
manufacture, use or sell a Licensed Product, Licensed Process or Licensed
Technology, which can include the


                                       1.

development, manufacturing, distribution and/or marketing of a Licensed Product,
Licensed Process or Licensed Technology as a part of the relationship.

      1.3   "Control" or "Controls" or "Controlled" shall mean: i) in the case
of a corporation, ownership or control, directly or indirectly, of at least
fifty one percent (51%) of the shares of stock entitled to vote for the election
of directors; or ii) in the case of an entity other than a corporation,
ownership or control, directly or indirectly, of at least fifty one percent
(51%) of the assets of such entity.

      1.4   "Generic Product(s)" shall mean a commercial product the use, sale
or distribution of which utilizes Licensed Technology that is not covered in
whole or in part by a Valid Claim of the Licensed Patents. A product that is
sold, distributed or used for testing, development, or clinical trial purposes
shall not be considered a commercial product.

      1.5   "GTx" shall mean GTx and/or its Affiliates, unless otherwise clearly
indicated by the context.

      1.6   "Joint Alliance" shall mean an Alliance in which GTx either, (1)
receives a royalty of at least [ * ] percent [ * ] of net sales of Licensed
Product in any one or more of the Major Markets or (2) retains [ * ] percent [ *
] or More of the net profits from the sale of Licensed Product in any one or
more of the Major Markets, determined in accordance with generally accepted
accounting principles.

      1.7   "Joint Alliance Party" or "Joint Alliance Parties" shall mean GTx
and any other party who is a member of a Joint Alliance, including
Sub-sublicensees.

      1.8   "Joint Alliance Revenue" shall mean the amount received by a Joint
Alliance or a Joint Alliance Party from Third Parties for the use, sale or
distribution of a Licensed Product, Licensed Process or Generic Product, less:

            I)    discounts allowed in amounts customary in the trade for
quantity purchases, cash payments, prompt payments, wholesalers and
distributors;

            II)   sales, tariff duties and/or use taxes directly imposed and
with reference to particular sales;

            III)  outbound transportation prepaid or allowed, amounts allowed or
credited on returns, export licenses, import duties, value added tax, and
prepaid freight;

            IV)   royalties, cash, fees, or other consideration paid to, or
invoiced by, Third Parties to a Joint Alliance or a Joint Alliance Party which
are considered payment of, or for technology and/or patent licensing fees for
manufacture, use, or sale of a Licensed Product, Licensed Process or Generic
Product; and

            V)    sales commissions paid to individuals who are not employees of
a Joint Alliance or a Joint Alliance Party.


                                       2.

No deductions shall be made for sales commissions paid to individuals who are
employees of a Joint Alliance or a Joint Alliance Party, or for cost of
collections.

      1.9   "Licensed Patents" shall mean any of the pending patent applications
set forth on Schedule 1 attached hereto and made a part hereof, and any patents
issuing, therefrom, and any other patent applications that may in the future be
filed by GTX on the Licensed Technology and any patents issuing therefrom,
including any application(s) filed by GTx pursuant to Article 6.1 of this
Agreement, whether in the United States of America or any other country,
including any and all substitutions for and divisions, continuations,
continuation-in-part, provisionals, and non-provisionals, renewals, reissues,
any foreign patent applications and divisionals or national phase applications
which claim priority from any of the pending patent applications set forth in
Schedule 1.

      1.10  "Licensed Process(es)" shall mean any process which is covered in
whole or in part by a Valid Claim of the Licensed Patents.

      1.11  "Licensed Product(s)" shall mean any product that:

            I)    is covered in whole or in part by a Valid Claim of the
Licensed Patents; or

            II)   is manufactured by using a process or is employed to practice
a process which is covered in whole or in part by a Valid Claim of the Licensed
Patents.

      1.12  "Licensed Technology" shall mean any technology, trade secrets,
methods, processes, know-how, show-how, data, information, or results relating
to the patent applications set forth in Schedule 1 attached hereto, developed by
the Contributors and owned by UTRC, including: 1) agents, compositions,
compounds, or analogs or isomers thereof, of nonsteroidal molecules which bind
to androgen receptors, including radiolabeled, fluorescent, and radioisotopes
incorporated thereto and small molecules of R-bicalutamide, androgen receptor
targeting agents, oral testosterone compositions; 2) methods of making
developing, or characterizing such agents, compositions, and compounds of (1);
and 3) any therapeutic, diagnostic, and prognostic methods of use, of such
compounds or agents of (1) including but not limited to methods of treating
prostate cancer, methods of imaging, or methods related to fertility,
contraceptive, andropause and muscle or bone mass uses.

      1.13  "Major Markets" shall mean and include the United States, Great
Britain, France, Germany, and Japan.

      1.14  "Residual Alliance" shall mean any Alliance that is not a Joint
Alliance.

      1.15  "Residual Alliance Party" or "Residual Alliance Parties" shall mean
GTx, and any other party who is a member of a Residual Alliance, including
Sub-sublicensees.

      1.16  "Residual Alliance Revenue" shall mean all cash, Sublicense or
Sub-sublicense fees, and running royalties and all other consideration paid to
GTx by a Residual Alliance or a Residual Alliance Party in consideration for the
granting of rights to the Licensed Patents and/or Licensed Technology.


                                       3.

      1.17  "Sublicense(s)" shall mean any sublicense granted by GTx, to a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party.

      1.18  "Sublicensee(s)" shall mean any Joint Alliance, Joint Alliance
Party, Residual Alliance or Residual Alliance Party, to whom GTx has granted
sublicenses pursuant to this Agreement.

      1.19  "Sub-sublicense(s)" shall mean any sub-sublicense granted by a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party,
other than GTx, to a Third Party or to an Affiliate of a Joint Alliance Party or
Residual Alliance Party other than GTx.

      1.20  "Sub-sublicensee(s)" shall mean any party to whom a Joint Alliance,
Joint Alliance Party, Residual Alliance or a Residual Alliance Party, other than
GTx, has granted Sub-sublicenses to pursuant to this Agreement.

      1.21  "Third Party" or "Third Parties" shall mean any non-affiliated party
or parties other than GTx, a Joint Alliance, a Joint Alliance Party, a Residual
Alliance, a Residual Alliance Party, UTRC or The University of Tennessee.

      1.22  "Valid Claim" shall mean (a) a claim of an issued patent which has
not expired and which has not been held revoked, invalid or unenforceable by
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed with the time allowed for appeal having expired, and
which has not been admitted to be invalid through reissue or disclaimer or
otherwise; or (b) any claim of a pending patent application, which i) was filed
in good faith; and ii) has not been pending for more than eight (8) years.

                                   SECTION 2

                                      Grant

      2.1   UTRC hereby grants to GTx an exclusive, worldwide right and license,
with the right to grant Sublicenses and to permit Sub-sublicenses to practice
under and use the Licensed Patents and the Licensed Technology to make, have
made, use, market, sell, have sold, import, distribute, and offer for sale any
Licensed Product, Licensed Process or Generic Product. UTRC hereby agrees,
subject to the terms and conditions herein contained, that the term "exclusive"
means that UTRC shall not grant any other license to any third party or take any
action inconsistent with the rights granted to GTx under this Agreement relating
to the Licensed Patents or Licensed Technology.

      2.2   GTx agrees that the Contributors and The University of Tennessee
shall have the royalty-free right to practice under the Licensed Patents and to
utilize the Licensed Technology for non-commercial educational, research, and
academic purposes only.

      2.3   GTx acknowledges that all or a portion of the Licensed Patents and
Licensed Technology was developed with the support of the United States
Government ("the Government"), and agrees that the Government retains tights in
the Licensed Patents and Licensed Technology as set forth in Title 35 U.S.C.
Section 200 et seq. All rights herein granted to


                                       4.

GTx are subject to any such rights held by the Government and further subject to
any restrictions or obligations that may be imposed by the Government pursuant
to such riGhts.

      2.4   GTx shall have the right to enter into Sublicenses and to permit
Sub-sublicense agreements, as the case may be, with respect to the Licensed
Patents and Licensed Technology, subject to notifying UTRC of the identity and
address of each Sublicensee or Sub-sublicensee within thirty (30) days after
execution of such agreement by the parties thereto. No GTx Affiliate, Joint
Alliance, Joint Alliance Party, Residual Alliance, Residual Alliance Party, or
their Affiliates, shall have the right to practice under the Licensed Patents or
utilize the Licensed Technology to make, have made, use, market, sell, have
sold, import, distribute, or offer for sale any Licensed Product, Licensed
Process or Generic Product in the absence of a written Sublicense or
Sub-sublicense. Any grant of rights by GTx, a Joint Alliance, a Joint Alliance
Party, a Residual Alliance, a Residual Alliance Party, or their Affiliates, to
practice under the Licensed Patents or to utilize the Licensed Technology to
make, have made, use, market, sell, have sold, import, distribute, or offer for
sale any Licensed Product, Licensed Process or Generic Product shall constitute
a Sublicense or Sub-sublicense, as the case may be. All Sublicenses and
Sub-sublicenses granted by GTx hereunder shall be subject to this Agreement in
all respects and shall include provisions that such Sublicensee or
Sub-sublicensee is being granted a license under the Licensed Patents and
Licensed Technology as described herein.

      2.5   GTx shall be responsible for its Affiliates, Sublicensees and
Sub-sublicensees and shall not grant any rights that are inconsistent with the
rights granted to and obligations of GTx hereunder. Each such Sublicense and
Sub-sublicense agreement shall include a requirement that the Sublicensee or
Sub-sublicensees, as the case may be, use its best efforts to bring the subject
matter of the Sublicense or Sub-sublicense, as the case may be, into commercial
use. In addition, each such Sublicense and Sub-sublicense agreement shall
include a requirement that the Sublicensee or Sub-sublicensee, as the case may
be, assign, transfer and convey to UTRC all right, title and interest in and to
Licensed Patents. Upon termination of this Agreement, each Sublicensee's or
Sub-sublicensee's as the case may be, rights under any Sublicense agreement
shall also terminate. No Sublicense or Sub-sublicense shall relieve GTx of any
of its obligations under this Agreement. GTx shall forward to UTRC a complete
copy of each Sublicense or Sub-sublicense agreement, as the case may be
(including, without limitation, all amendments and addenda), granted hereunder
within thirty (30) days after execution of such agreement by the parties
thereto, provided that UTRC shall receive such information and documents in
confidence and shall not publicly disclose, discuss or release such information
or document without the prior written approval of GTx except for the purposes of
enforcement of UTRC's rights. GTx shall be responsible for payment of royalties
from Joint Alliance Revenue and Residual Alliance Revenue provided, however,
that GTx may arrange for such payments to be made to UTRC by an Affiliate,
Sublicensee or Sub-sublicensee, with the understanding that UTRC's acceptance of
such payments from an Affiliate, Sublicensee, or Sub-sublicensee does not
relieve GTx of the ultimate responsibility for any other or future payment
required hereunder. Each such Sublicense or Sub-sublicense agreement shall
include an audit right by UTRC of the same scope as provided in Article 5.1
herein with respect to GTx.

      2.6   Any act or omission of an Affiliate, Sublicensee or Sub-sublicensee
which would constitute a breach of this Agreement if performed by GTx shall be
deemed to be a breach by GTx of this Agreement, subject however to the same cure
provisions in favor of GTx or such


                                       5.

Affiliate, Sublicensee or Sub-sublicensee, as the case may be, as are otherwise
provided herein for breach by GTx.

                                   SECTION 3

                                    Diligence

      3.1   GTx shall use its commercially reasonable best efforts to develop
and commercialize Licensed Products and Generic Products through a commercially
reasonable program for exploitation of the Licensed Patents and the Licensed
Technology.

                                   SECTION 4

                             Payments And Royalties

      4.1   For the rights, privileges and license granted hereunder, GTx shall
pay royalties to UTRC in the manner hereinafter provided until this Agreement
shall expire or be terminated. GTx shall pay to UTRC:

            A)    License Issue Fee in the amount of [ * ] which UTRC
acknowledges has been fully paid by GTx.

            B)    Annual License Maintenance Fees in the amount of [ * ] with
the first such License Maintenance Fee being due and payable on the [ * ] and
each succeeding License Maintenance Fee being due on the [ * ] of the Agreement;
provided, however, that running royalties payable in a given year shall be
creditable pro rata against the License Maintenance Fee already paid for that
year. License Maintenance Fees paid in excess of running royalties shall not be
creditable to running royalties for future years. The Annual License Maintenance
Fee shall be [ * ] at such time as GTx enters into a Joint Alliance, a Residual
Alliance or grants a Sublicense to a Third Party as described in Article 2.4.
This [ * ] of the Term of this Agreement, regardless of whether any such Joint
Alliance, Residual Alliance or Sublicense is terminated. This [ * ] to a
Sublicense granted to a GTx Affiliate that is 100% owned by GTx.

      4.2   In addition to the foregoing fees, GTx shall pay to UTRC the
following royalties for the term of this Agreement:

            A)    [ * ] of Joint Alliance Revenue attributable to the use, sale
or distribution of License Products and Licensed Processes and a reduced
percentage of Joint Alliance Revenue attributable to the use, sale or
distribution of Generic Products, which reduced percentage shall be determined
on a country-by-country basis and in each country shall be calculated as the
[ * ] during the quarter divided by [ * ] during the same quarter [ * ]
(provided that in no event shall the reduced percentage [ * ]); and

            B)    [ * ] of Residual Alliance Revenue attributable to the use,
sale or distribution of License Products and Licensed Processes and a reduced
percentage of Residual Alliance Revenue attributable to the use, sale or
distribution of Generic Products, which reduced percentage shall be determined
on a country-by-country basis and in each country shall be


                                       6.

calculated as the [ * ] during the quarter divided by [ * ] during the same
quarter [ * ] (provided that in no event shall the reduced percentage [ * ]).

            4.3   In the event that GTx, its Sublicensees or Sub-sublicensees
manufacture, make, use, sell import, or license a Licensed Product or perform a
Licensed Process using technologies for which royalties may be payable to UTRC
under this Article 4 and under one or more other UTRC/GTx license agreements,
GTx shall only be required to pay UTRC royalties under one such license
agreement, subject to the provisions of Article 5.2.

            4.4   Within [ * ] following the close of each calendar quarter in
which Joint Alliance Revenue is received by a Joint Alliance or Joint Alliance
Party, Residual Alliance Revenue is received by GTx, or amounts are received by
a Joint Alliance or Residual Alliance on account of the use, sale or
distribution of a Generic Product, as the case may be, payments shall be paid to
UTRC or its designee in United States dollars in Knoxville, Tennessee, or at
such other place as UTRC may reasonably designate consistent with the laws and
regulations controlling in any foreign country. In the event GTx arranges for
any payment under this Article 4.5 to be made to UTRC by an Affiliate,
Sublicensee or Sub-sublicensee pursuant to Article 2.5, if such payment is not
received by UTRC within the [ * ] period set forth herein, GTx shall be deemed
to be in breach of this Agreement, subject to the same cure provisions in favor
of GTx as set forth in Article 12. If any currency conversion shall be required
in connection with the payment of royalties hereunder, such conversion shall be
made by using the exchange rate prevailing at the Chase Manhattan Bank (N.A.) on
the last business day of the calendar quarterly reporting period to which such
royalty payments relate.

                                   SECTION 5

                               Reports And Records

          5.1   UTRC or its accounting agents shall have the right to inspect
the books of account of GTx. GTx shall keep full, true and accurate books of
account containing all particulars that may be necessary for the purpose of
showing the amounts payable to UTRC hereunder. Said books of account shall be
kept at GTx's principal place of business or the principal place of business of
the appropriate division or Affiliate of GTx to which this Agreement relates.
Said books and the supporting data shall be open at all reasonable times for
[ * ] following the end of the calendar year to which they pertain, to the
inspection of UTRC or its accounting agents for the purpose of verifying GTx's
royalty statement. If any examination reveals a shortage in amounts paid to UTRC
equal to or greater than [ * ] of the total amount due in the period under
audit, GTx shall promptly reimburse UTRC for the cost of the examination as well
as the shortage, together with interest thereon as provided in Article 5.4.

            5.2   GTx shall deliver to UTRC true and accurate reports to confirm
a royalty accounting hereunder within [ * ] after the close of each calendar
quarter in which Joint Alliance Revenue is received by a Joint Alliance or Joint
Alliance Party, or Residual Alliance Revenue is received by GTx, as the case may
be.


                                       7.

      These reports shall include at least the following, on a
country-by-country basis:

            (1)   number of Licensed Products, Licensed Processes, or Generic
Products manufactured, used or sold by and/or for GTx and all Joint Alliance
Parties and Residual Alliance Parties;

            (2)   total amounts received by GTx, a Joint Alliance or a Joint
Alliance Party for Licensed Products, Licensed Processes and Generic Products
manufactured, used or sold by and/or for GTx and any Joint Alliance, Joint
Alliance Party, Residual Alliance, or Residual Alliance Party.

            (3)   accounting, for Joint Alliance Revenue or Residual Alliance
Revenue;

            (4)   royalties due to UTRC pursuant to Sections 4.2 and 4.3
including (i) the manner in which such royalties were calculated and (ii) in the
event any such royalties are payable to UTRC under this Agreement and under one
or more other UTRC/GTx license agreements, and notwithstanding that GTx is
required to pay such royalties under only one such license agreement, GTx shall
set out in its report the amount of such royalties covered by multiple license
agreements and identify all such license agreements to which such royalties
apply;

            (5)   names and addresses of all Joint Alliance Parties and Residual
Alliance Parties, including an identification of whether the party is a Joint
Alliance Party or a Residual Alliance Party;

            (6)   dates that any Residual Alliance Revenue is received by GTx
from a Residual Alliance or any Residual Alliance Party and other information
pertaining to the determination of revenues due to UTRC; and

            (7)   upon request by UTRC, any other information that may be
necessary for the purpose of showing the amounts payable to UTRC hereunder.

      5.3   With each such report submitted, GTx shall pay to UTRC the royalties
due and payable under this Agreement. If no royalties shall be due, GTx shall so
report.

      5.4   Any amount owed by GTx under this Agreement that is not received by
UTRC on or before the date due shall bear interest at a per annum rate [ * ]
above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the date
due. GTx shall also pay all reasonable collection costs at any time incurred by
UTRC in obtaining payment of amounts past due, including reasonable attorneys
fees. If the transfer or the conversion into United States Dollar equivalents in
any such instance is not lawful or possible, the payment of such part of the
royalties as is necessary shall be made by the deposit thereof, in the currency
of the country where the sales were made on which the royalty was based, to the
credit and account of UTRC or its nominee in any commercial bank or trust
company of its choice located in that country, prompt notice of which shall be
given by GTx to UTRC.


                                       8.

                                   SECTION 6

                               Patent Prosecution

      6.1   GTx shall assume complete control of the prosecution of the Licensed
Patents and will be responsible for maintaining any patents issuing therefrom.
GTx will also be responsible for preparing, filing prosecuting and maintaining
all patent applications and patents, corresponding to or arising out of the
Licensed Technology. GTx shall use patent counsel of its own choice, at its own
expense. GTx agrees to pay all costs incident to the United States and foreign
applications, patents and like protection relating to the Licensed Patents and
the Licensed Technology, including all costs incurred for filing, prosecution,
issuance and maintenance fees as well as any costs incurred in filing
continuations, continuations-in-part, divisionals or related applications and
any re-examination or reissue proceedings. Subject to the provisions of Article
6.4, GTx shall file and maintain patent applications corresponding to the
Licensed Technology in such countries as GTx in its sole discretion shall
select. UTRC shall have the sole and exclusive right, title and ownership in and
to all Licensed Patents, including Licensed Patents corresponding to or arising
out of the Licensed Technology, which now exist or may exist in the future,
including all United States and foreign patent applications filed and patents
issued pursuant to this Article 6. GTx, its Sublicensees and Sub-sublicensees
shall assign, transfer and convey to UTRC all right, title and interest in and
to all such Licensed Patents. GTx shall be responsible for recording an
assignment to UTRC of patent applications filed pursuant to this Article 6 with
the United States Patent and Trademark Office and with each foreign Patent
Office in which such applications are filed. Upon request by GTx, UTRC will
amend this Agreement as reasonably necessary to confirm GTX's exclusive license
in all such inventions conveyed to UTRC as provided in this Section.

      6.2   GTx agrees to keep UTRC informed, at GTx's expense, of filing and
prosecutions pursuant to this Article 6 including submitting to UTRC copies of
all patent applications, official actions and responses thereto within thirty
(30) days of filing or receipt, as the case may be. GTx agrees that it will
reimburse UTRC for its reasonable attorneys fees that UTRC reasonably incurs for
review by outside counsel of the material received from GTx. GTx shall consult
with UTRC regarding any abandonment of the Licensed Patents or the prosecution
of patent applications described in Article 6.1 prior to such abandonment.

      6.3   UTRC agrees to reasonably cooperate with GTx, at GTx's request and
expense, to whatever extent is reasonably necessary to procure patent protection
of any rights, including fully agreeing to execute any and all documents to
provide GTx the full benefit of the licenses granted herein with copies of
correspondence with Patent Offices concerning the Licensed Patents.

      6.4   In the event that GTx decides not to continue prosecution of any
United States or foreign patent application to issuance or maintain any United
States or foreign patent on technology described or claimed in the Licensed
Patents or the Licensed Technology in a certain jurisdiction, GTx shall timely
notify UTRC in writing in order that UTRC may continue said prosecution or
maintenance of such patent applications or patents at its option and at its own
expense in such jurisdiction. GTx's right under this Agreement to practice the
invention(s) under such patents and patent applications shall immediately
terminate in such jurisdiction upon


                                       9.

UTRC's assuming said costs provided that the application, in which GTx decides
not to continue prosecution or the patent which GTx decides not to maintain, is
before the Patent Offices of a country included in Major Markets. GTx shall not
be considered in default and this Agreement shall not terminates to any
particular jurisdiction, if GTx decides not to continue prosecution of a patent
application to issuance or maintain any patent in any other country besides
those included in Major Markets. If GTx fails to notify UTRC in sufficient time
for UTRC to continue prosecution, or the maintenance of, a patent or patent
application in a Major Market, GTx shall be considered in default of this
Agreement.

      6.5   GTx and all its Sublicensees and Sub-sublicensees shall mark all
products covered by Licensed Patents with patent numbers in accordance with the
statutory requirements in the country (ies) of manufacture, use, and sale.

                                   SECTION 7

                                  Infringement

      7.1   GTx shall inform UTRC and UTRC shall inform GTx, promptly in writing
of any alleged assertion and/or claim of infringement of the Licensed Patents by
a Third Party and of any available evidence thereof.

      7.2   GTx shall have the right, but shall not be obligated, to prosecute
at its own expense all infringements of the Licensed Patents and, in furtherance
of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff
in any such suit, without expense to UTRC. The total cost of any such
infringement action commenced or defended by GTx shall be borne by GTx. After
deduction of outstanding expenses, including attorneys fees of GTx, the balance
remaining from any such recovery shall be divided equally between GTx and UTRC
until UTRC shall have recovered in full any royalty payments to which it would
have been otherwise entitled to receive hereunder, but for such infringement,
and any remaining balance, if any, shall be retained by GTx. No settlement,
consent, judgment or other voluntary dismissal of such suits may be entered into
without the consent of UTRC, provided that such consent shall not be
unreasonably withheld and that UTRC shall not condition such consent on an
increase in payments to UTRC hereunder.

      7.3   If within six (6) months after having been notified of an alleged
infringement, GTx has not brought or is not diligently prosecuting an
infringement action, or if GTx has notified UTRC at any time prior thereto of
its intention not to bring suit against any alleged infringement of the Patents,
then, and in those events only, UTRC shall have the right, but shall not be
obligated, to prosecute at its own expense any infringement of the Licensed
Patents, and UTRC may, for such purposes, use the name of GTx as party
plaintiff. No settlement, consent judgment or other voluntary final disposition
of the suit may be entered into without the consent of GTx, which consent shall
not unreasonably be withheld. After deduction of outstanding expenses of UTRC,
including attorney fees and any expenses of GTx, including attorney fees
incurred prior to UTRC's pursuit of such infringement, the balance remaining
from any such recovery shall be divided equally between GTx and UTRC.


                                      10.

      7.4   In the event that GTx undertakes the enforcement and/or defense of
the Licensed Patents by litigation or an inter partes proceeding in the United
States or a foreign country against a Third Party, GTx may withhold up to [ * ]
of the payments otherwise thereafter due UTRC under Article 4 that are
attributable to sales in the country where such litigation or inter partes
proceeding takes place and apply the same toward reimbursement of up to half of
GTx's expenses, including reasonable attorneys' fees, in connection therewith.
GTx may not withhold any portion of the payments due UTRC under Article 4 in the
event that GTx undertakes the enforcement and/or defense of the Licensed Patents
by litigation or an inter partes proceeding in the United States or a foreign
country against an Affiliate, a Joint Alliance Party or a Residual Alliance
Party. Any recovery of damages by GTx for each such suit shall be applied first
in satisfaction of any unreimbursed expenses and legal fees of GTx relating to
such suit, and next toward reimbursement of UTRC for any payments under Article
4 past due or withheld and applied pursuant to this Article 7.

      7.5   In the event that a declaratory judgment action alleging invalidity
or noninfringement of any of the Licensed Patents shall be brought against UTRC,
GTx at its option shall have the right, within thirty (30) days after
commencement of such action, to intervene and take over the sole defense of the
action at its own expense.

                                   SECTION 8

                          Liability And Indemnification

      8.1   GTx shall at all times during the term of this Agreement, indemnify,
defend and hold UTRC, The University of Tennessee, and their respective
trustees, directors, officers, employees and Affiliates, harmless against all
claims, proceedings, demands and liabilities of any kind whatsoever, including
legal expenses and reasonable attorneys fees (collectively, the "Claims"),
arising out of the death of or injury to any person or persons or out of any
damage to property, resulting from the production, manufacture, sale, use,
lease, or consumption of the Licensed Products, Licensed Processes or Licensed
Technology or arising from any obligation or act of GTx hereunder, except for
Claims arising from the willful misconduct or misrepresentation by UTRC, The
University of Tennessee, and their respective trustees, directors, officers,
employees and Affiliates. Infringement by a Joint Alliance Party, a Residual
Alliance Party, Sublicensees or Sub-sublicensees of a Third Party patent shall
not be deemed for purposes of this Agreement as an improper action, omission, or
negligent act on the part of UTRC, The University of Tennessee or their
respective trustees, directors, officers, employees or Affiliates.

      8.2   GTx shall obtain and carry in full force and effect from the first
manufacture, use or sale of the Licensed Products, Licensed Processes or
Licensed Technology to [ * ] after such manufacturing, use or sales cease,
commercial, general liability insurance which shall protect GTx and UTRC with
respect to events covered by Paragraph 8.1 above. Such insurance shall be
written by a reputable insurance company, shall list UTRC as an additional named
insured thereunder, shall be endorsed to include product liability coverage and
shall require thirty (30) days written notice to be given to UTRC prior to any
cancellation or material change thereof. The limits of such insurance shall not
be less than [ * ] per occurrence with an aggregate of [ * ]


                                      11.

for personal injury or death. GTx shall provide UTRC with Certificates of
Insurance evidencing the same.

      8.3   UTRC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES
MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE, IN ANY LICENSED PRODUCT, LICENSED PROCESS, LICENSED TECHNOLOGY
OR GENERIC PRODUCT. IN NO EVENT SHALL UTRC, THE UNIVERSITY OF TENNESSEE, OR
THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, ECONOMIC DAMAGE, INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF
WHETHER UTRC OR THE UNIVERSITY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO
KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF ANY OF THE FOREGOING, EXCEPT
FOR NEGLIGENCE, FRAUD, OR MISREPRESENTATION BY UTRC, ITS TRUSTEES, DIRECTORS,
OFFICERS, EMPLOYEES, AND AFFILIATES. NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED AS:

            A.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT THE
PRACTICE BY GTx OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENTS
OF ANY THIRD PARTY

            B.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY
PATENT APPLICATION INCLUDED IN THE PATENTS WILL ULTIMATELY ISSUE AS A PATENT;

            C.    A REPRESENTATION MADE OR WARRANTY GIVEN THAT GTx SHALL HAVE
THE RIGHT TO USE ANY PORTION OF THE LICENSED PATENTS THAT IS CLAIMED IN A PATENT
OF ANY THIRD PARTY;

            D.    A REQUIREMENT THAT UTRC SHALL BE RESPONSIBLE FOR THE EXPENSES
OF FILING OR PROSECUTING ANY PATENT APPLICATION OR MAINTAINING ANY LICENSED
PATENTS IN FORCE;

            E.    AN OBLIGATION ON THE PART OF UTRC TO BRING OR PROSECUTE
ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF THE LICENSED PATENTS
OR FOR UNAUTHORIZED USE OF THE PATENTS OR MISAPPROPRIATION OF THE LICENSED
TECHNOLOGY;

            F.    AN OBLIGATION ON THE PART OF UTRC TO DEFEND ANY ACTION OR SUIT
BROUGHT BY ANY THIRD PARTY;

            G.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC AS TO THE
SAFETY, RELIABILITY OR EFFICACY OF: 1) THE LICENSED TECHNOLOGY OR THE INVENTIONS
COVERED BY THE LICENSED PATENTS; OR 2) ANY LICENSED PRODUCT OR LICENSED PROCESS
THAT INCORPORATES THE LICENSED PATENTS


                                      12.

OR UTILIZES THE LICENSED PATENTS IN ITS PRODUCTION, MANUFACTURE OR PERFORMANCE
OR ANY GENERIC PRODUCT THAT INCORPORATES THE LICENSED TECHNOLOGY OR UTILIZES THE
LICENSED TECHNOLOGY IN ITS PRODUCTION, MANUFACTURE OR PERFORMANCE; and

            H.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY OF
THE CONTRIBUTORS WILL AGREE TO PROVIDE TECHNICAL ASSISTANCE OR CONSULTATION TO
GTx, OR THAT SUCH TECHNICAL ASSISTANCE OR CONSULTATION, IF PROVIDED, WOULD BE
SUFFICIENT TO ENABLE GTx TO SUCCESSFULLY EXPLOIT THE LICENSED TECHNOLOGY OR THE
LICENSED PATENTS.

      8.4   UTRC represents and warrants that to the best of its actual
knowledge: (i) the Licensed Patents are valid and enforceable; (ii) it has the
full power to enter into this Agreement, to carry out its obligations under this
Agreement, and to grant the rights granted to GTx herein; (iii) it has not
previously granted and shall not grant to any Third Party any rights which are
inconsistent with the rights granted to GTx herein, (iv) it is the sole owner of
the entire right, title, and interest in and to the Licensed Patents and
Licensed Technology; and (v) it has fully complied with all requirements of 35
U.S.C. Section 200 et seq. and all implementing regulations necessary to perfect
title to the rights and license granted to GTx herein.

                                   SECTION 9

                                 Export Controls

      9.1   GTx acknowledges that it is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended, and the United States Department of Commerce Export
Administration Regulations). The transfer of such items may require a license
from the cognizant agency of the United States Government and/or written
assurances by GTx that GTx shall not export data or commodities to certain
foreign countries without prior approval of such agency. UTRC neither represents
that a license shall not be required nor that, if required, it shall be issued.

                                   SECTION 10

                                Non-Use Of Names

      10.1  GTx shall not use the names or trademarks of UTRC or the University
of Tennessee, nor any adaptation thereof, in any advertising, promotional or
sales literature without prior written consent obtained from UTRC, except that
GTx may state that it has licensed the Licensed Patents and Licensed Technology
from UTRC.

      10.2  UTRC shall not use the names or trademarks of GTx, nor any
adaptation thereof in any advertising, promotional or sales literature without
prior written consent obtained from GTx except that UTRC may state that it has
licensed the Licensed Patents and Licensed Technology to GTx.


                                      13.

                                   SECTION 11

                               Dispute Resolution

      11.1  Except for the right of either party to apply to a court of
competent jurisdiction for a temporary restraining order, a preliminary
injunction, or other equitable relief to preserve the status quo or to prevent
irreparable harm, any and all claims, disputes or controversies arising under,
out of, or in connection with this Agreement, shall be resolved upon thirty (30)
days written notice of either party to the other by final and binding
arbitration in Knoxville, Tennessee under the Commercial Arbitration Rules of
the American Arbitration Association, or the Patent Arbitration Rules if
applicable, then in effect. The arbitrator(s) shall have no power to add to,
subtract from or modify any of the terms or conditions of this Agreement, nor to
award punitive damages. The prevailing party in any such arbitration shall, in
addition to recovering reasonable out-of-pocket costs of the arbitration, be
entitled to an award of reasonable attorneys fees incurred in connection with
the arbitration, with any action necessary to perfect the arbitration award as a
judgment, and for any collection action required to secure payment of any
arbitration award. Any award rendered in such arbitration may be entered and
enforced by either party in either the courts of the State of Tennessee or in
the United States District Court for the Eastern District of Tennessee, to whose
jurisdiction for such purposes UTRC and GTx each hereby irrevocably consents and
submits, or in any other United States court having jurisdiction.

      11.2  Notwithstanding the foregoing, nothing in this Article shall be
construed to waive any rights or timely performance of any obligations existing
under this Agreement.

                                   SECTION 12

                        Term Of Agreement And Termination

      12.1  Unless earlier terminated, as hereinafter provided, the Term of this
Agreement shall be for the longer of twenty (20) years or the last to expire
term of any patent or patent application having a Valid Claim covering the
Licensed Patents. After such expiration, GTx shall have a perpetual,
royalty-free license to the Licensed Patents and Licensed Technology.

      12.2  In the event of default or failure by GTx to perform any of the
terms, covenants or provisions of this Agreement, GTx shall have thirty (30)
days after the giving of written notice of such default by UTRC to correct such
default. If such default is not corrected within the said thirty (30) day
period, UTRC shall have the right, at its option, to cancel and terminate this
Agreement. The failure of UTRC to exercise such right of termination for
non-payment of royalties or otherwise shall not be deemed to be a waiver of any
right UTRC might have, nor shall such failure preclude UTRC from exercising or
enforcing said right upon any subsequent failure by GTx.

      12.3  UTRC shall have the right, at its option, to cancel and terminate
this Agreement in the event that GTx shall become involved in insolvency,
dissolution, bankruptcy or receivership proceedings affecting the operation of
its business. In the event of termination of this Agreement pursuant to Articles
12.2 or 12.3 hereof, all rights to the Licensed Patents shall revert to UTRC.


                                      14.

      12.4  Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination; and Articles 1, 5, 8, 9-12, 18,
20, and 21 shall survive any such termination.

      12.5  No termination of this Agreement shall constitute a termination or a
waiver of any rights of either Party against the other Party accruing at or
prior to the time of such termination. The obligations of Articles 5 and 13
shall survive termination of this Agreement.

      12.6  GTx shall have the right to terminate this Agreement at any time on
three (3) months notice to UTRC, and upon payment of all amounts due UTRC
through the effective date of the termination.

                                   SECTION 13

                                  Assignability

      13.1  This Agreement shall be binding upon and shall inure to the benefit
of UTRC and its assigns and successors in interest, and shall be binding, upon
and shall inure to the benefit of GTx and its assigns and successors to all or
substantially all of its assets or business to which this Agreement relates, but
shall not otherwise be assignable or assigned by GTx without prior written
approval by UTRC being first obtained, which approval shall not be unreasonably
withheld; provided that, for purposes hereof, GTx shall have the right to assign
this Agreement to an Affiliate of GTx (or any entity into which GTx shall have
been merged or consolidated, provided that at least 51% of such merged or
consolidated entity is owed by shareholders holding at least 51% of GTx
immediately prior to such merger or consolidation) without obtaining the prior
written approval of UTRC. No assignment shall be deemed effective unless such
assignee has agreed in writing to be bound by the terms and provisions of this
Agreement. Any attempt to assign or assignment made in violation of this Article
13.1, shall be void ab initio.

                                   SECTION 14

                             Governmental Compliance

      14.1  GTx shall at all times during the term of this Agreement and for so
long as it shall make, use or sell Licensed Products, Licensed Processes or
Licensed Technology comply and cause its sublicensees to comply with all laws
that may control the import, export, manufacture, use, sale, marketing,
distribution and other commercial exploitation of Licensed Products, Licensed
Processes or Licensed Technology or any other activity undertaken pursuant to
this Agreement.

                                   SECTION 15

                                     Notices

      15.1  Any notice or other communication under this Agreement shall be in
writing and shall be deemed to have been given: when delivered personally
against receipt therefor; one day after being sent by Federal Express or similar
overnight delivery; or three days after being mailed registered or certified
mail, postage prepaid, to a party hereto at the address set forth


                                      15.

below, or to such address as such party shall give by notice hereunder to the
other party to this Agreement.

            If to UTRC:       The University of Tennessee Research Corporation
                              1534 White Avenue, Suite 403
                              Knoxville, Tennessee, U.S.A. 37996-1527
                              Attn:    President

            If to GTx:        3 N. Dunlap Street, 3rd Floor
                              Memphis, Tennessee 38163
                              Attn:    Dr. Mitchell Steiner
                              Title:   Chief Executive Officer

            with a copy to:   Henry P. Doggrell, General Counsel, GTx, Inc.

                                   SECTION 16

                           Severability Of Provisions

      16.1  If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provision shall be deemed
dependent upon any other covenant or provision unless so expressed herein.

                                   SECTION 17

                                  Governing Law

      17.1  This Agreement shall be deemed to be subject to, and have been made
under, and shall be construed and interpreted in accordance with the laws of the
State of Tennessee. This Agreement is expressly acknowledged to be subject to
all federal laws including but not limited to the Export Administration Act of
the United States of America. No conflict-of-laws rule or law that might refer
such construction and interpretation to the laws of another state, republic, or
country shall be considered. The Parties irrevocably and unconditionally agree
that the exclusive place of jurisdiction for any action, suit or proceeding for
a temporary restraining order, a preliminary injunction, or other equitable
relief to preserve the status quo or to prevent irreparable harm, arising under,
out of, or in connection with this Agreement ("Actions"), shall be in the courts
of the United States of America sitting in the city, state and country of State
of Tennessee, or, if such courts shall not have jurisdiction over the subject
matter thereof, in the courts of the State of Tennessee sitting therein, and
each such party hereby irrevocably and unconditionally agrees to submit to the
jurisdiction of such courts for the purposes of any such Actions. If any such
State court also does not have jurisdiction over the subject matter thereof,
then such an Action may be brought in the federal or state courts located in the
states of the principal place of business of any Party hereto.


                                      16.

                                   SECTION 18

                                 Confidentiality

      18.1  Nothing herein shall preclude a Party from disclosing the existence
of this Agreement and the general scope of the license granted hereunder.
However, neither Party shall disclose the economic terms of this Agreement.

      18.2  Subject to the exceptions set forth herein, all information or
material disclosed pursuant to this Agreement and/or related to the Licensed
Patents, Licensed Products, Licensed Process, Licensed Technology and Generic
Products shall be confidential ("Confidential Information"). Recipient of the
Confidential Information ("Receiving Party") agrees to hold in confidence, and
not to distribute or disseminate to any person or entity, for any reason for a
period of five (5) years after receipt, any Confidential Information received,
under or relating to this Agreement, except for Confidential Information which:

            (I)   was known or used by the Receiving Party prior to the date of
disclosure to the Receiving Party as evidenced by written records; or

            (II)  either before or after the date of disclosure is lawfully
disclosed to the Receiving Party by sources other than the Providing Party which
are rightfully in possession of the Confidential Information and not subject to
any obligation of confidentiality, as evidenced by written records; or

            (III) either before or after the date of disclosure to the Receiving
Party becomes published, through no fault or omission on the part of the
Receiving Party; or

            (IV)  is independently developed by or for the Receiving Party
without reference to, knowledge of, or reliance upon the Confidential
Information as evidenced by written records;

            (V)   is required to be disclosed by the Receiving Party to comply
with applicable laws, to defend or prosecute litigation or to comply with
governmental regulations, provided that the Receiving Party provides prior
written notice of such disclosure to the Providing Party and takes reasonable
and lawful actions to avoid and/or minimize the degree of such disclosure,
provided that specific information shall not be deemed to be within any of these
exclusions merely because it is embraced by more general information falling
with these exclusions; or

            (VI)  is developed by or for the Receiving Party without reference
to, knowledge of, or reliance upon any of the Confidential Information.

      18.3  The Parties recognize that GTx has entered into certain research
agreement(s) with The Ohio State University Research Foundation, The University
of Tennessee has entered into certain subcontract agreement(s) with The Ohio
State University Research Foundation and that GTx has entered into certain
consulting agreement(s) with one or more of the Contributors, which agreements
may contain confidentiality obligations and/or restrictions on publication
regarding information or material related to this Agreement, the Licensed
Patents and/or the


                                      17.

Licensed Technology. While UTRC acknowledges the need for such confidentiality
obligations and restrictions on publication in order for GTx to preserve United
States and foreign patent rights, UTRC makes no representations or warranties,
and has no obligation hereunder, regarding the confidentiality or publication
obligations of The University of Tennessee, the Contributors or The Ohio State
University Research Foundation.

      18.4  The Parties agree that counsel of the Parties, who have a duty of
confidentiality to the respective Parties, may receive Confidential Information.

                                   SECTION 19

                                   Reformation

      19.1  All Parties hereby agree that neither Party intends to violate any
public policy, statutory or common law, rule, regulation, treaty or decision of
any government agency or executive body thereof of any country or community or
association of countries; that if any word, sentence, paragraph or clause or
combination thereof of this Agreement is found, by a court or executive body
with judicial powers having jurisdiction over this Agreement or any of its
Parties hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such words,
sentences, paragraphs or clauses or combination shall be inoperative in such
country or community or association of countries, and the remainder of this
Agreement shall remain binding upon the Parties hereto.

                                   SECTION 20

                                   Non-Waiver

      20.1  The Parties covenant and agree that if a Party fails or neglects for
any reason to take advantage of any of the terms provided for the termination of
this Agreement or if a Party, having the right to declare this Agreement
terminated, shall fail to do so, any such failure or neglect by such Party shall
not be a waiver or be deemed or be construed to be a waiver of any cause for the
termination of this Agreement subsequently arising, or as a waiver of any of the
terms, covenants or conditions of this Agreement or of the performance thereof.
None of the terms, covenants and conditions of this Agreement may be waived by a
Party except by its written consent.

                                   SECTION 21

                                Entire Agreement

      21.1  This Agreement, as amended and restated herein, contains the entire
agreement and understanding of the parties as of the Effective Date with respect
to the subject matter hereof, supersedes any prior agreements and understandings
with respect thereto and cannot be modified, amended or waived, in whole or in
part, except in writing signed by the Party to be charged. Any such purported
non-written modification, amendment, or waiver shall be null and void. A
discharge of the terms of this Agreement shall not be deemed valid unless full
performance of the Parties hereto or by writing signed by the Parties hereto. A
waiver by UTRC


                                      18.

of any breach by GTx of any provision or condition of this Agreement to be
performed by GTx shall not be deemed a waiver of similar or dissimilar
provisions or conditions at the same or any prior or subsequent time.

      In Witness Whereof, the Parties hereto have executed and delivered this
Agreement in multiple originals by their duly authorized officers and
representatives on the respective, dates shown below, but effective as of the
Agreement Date. The undersigned representative of UTRC is authorized to execute
this Agreement on its behalf and bind UTRC to the terms and conditions set
forth.

The University Of Tennessee Research         Gtx, Inc. ("GTx")
Corporation ("UTRC")

By: /s/ Ann J. Roberson                      By: /s/ Henry P. Doggrell
    --------------------------------             -------------------------------
Name:    Ann J. Roberson                     Name:    Henry P. Doggrell
Title:   President                           Title:   General Counsel

Date: 6-14-02                                Date:  June 13, 2002
      ------------------------------                ----------------------------



[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                      19.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                   SCHEDULE 1

United States Provisional Patent Application(s):

[ * ]

United States Patent Application(s):

[ * ]

United States Patents:                            [ * ]

Foreign Patent Applications:

[ * ]

                Designations:                     All countries

[ * ]




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       1.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                                                   EXHIBIT 10.22

                THE UNIVERSITY OF TENNESSEE RESEARCH CORPORATION

                                       AND

                                    GTX, INC.

                AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT

      This Amended and Restated Exclusive License Agreement (hereinafter
"Agreement") made and entered into as of the 24th day of July, 1998 (the
"Effective Date") and previously amended the 14th day of March, 2000, by and
between The University of Tennessee Research Corporation, a corporation duly
organized and existing under the laws of the State of Tennessee and having its
principal office at 1534 White Avenue, Knoxville, Tennessee, U.S.A. (hereinafter
"UTRC"), and GTx, Inc. (formerly known as Genotherapeutics, Inc.), a Tennessee
corporation, located at 3 N. Dunlap St., 3rd Floor, Memphis, Tennessee 38163
(hereinafter "GTx").

      WHEREAS, UTRC is the owner of the Licensed Patents and Licensed Technology
(as later defined herein) the subject matter of which was developed by Mitchell
S. Steiner and Sharan Raghow ("Contributors") in the course of their employment
with The University of Tennessee;

      WHEREAS, UTRC is willing to grant and GTx desires to receive an exclusive
worldwide license with rights to grant sublicenses and permit sub-sublicenses
under the Licensed Patents and Licensed Technology.

      NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, UTRC and GTx (hereinafter referred to individually as a "Party"
and collectively as the "Parties") hereto expressly agree as follows:

                                   SECTION 1

                                   Definitions

      1.1   "Affiliates" shall mean any corporation, partnership, or other
entity that at any time during the term of this Agreement, directly or through
one or more intermediaries, Controls or is Controlled by or is under common
Control with a party to this Agreement, but only for so long as the relationship
exists. A corporation or other entity shall no longer be an Affiliate when
through loss, divestment, dilution or other reduction of ownership, the
requisite Control no longer exists.

      1.2   "Alliance" shall mean a relationship (including any entity formed as
a result thereof) entered into by GTx, with one or more third parties to
manufacture, use or sell a


                                       1.

Licensed Product, Licensed Process or Licensed Technology, which can include the
development, manufacturing, distribution and/or marketing of a Licensed Product,
Licensed Process or Licensed Technology as a part of the relationship.

      1.3   "Control" or "Controls" or "Controlled" shall mean: i) in the case
of a corporation, ownership or control, directly or indirectly, of at least
fifty one percent (51%) of the shares of stock entitled to vote for the election
of directors; or ii) in the case of an entity other than a corporation,
ownership or control, directly or indirectly, of at least fifty one percent
(51%) of the assets of such entity.

      1.4   "Generic Product(s)" shall mean a commercial product the use, sale
or distribution of which utilizes Licensed Technology that is not covered in
whole or in part by a Valid Claim of the Licensed Patents. A product that is
sold, distributed or used for testing, development, or clinical trial purposes
shall not be considered a commercial product.

      1.5   "GTx" shall mean GTx and/or its Affiliates, unless otherwise clearly
indicated by the context.

      1.6   "Joint Alliance" shall mean an Alliance in which GTx either, (1)
receives a royalty of at least [ * ] percent [ * ] of net sales of Licensed
Product in any one or more of the Major Markets or (2) retains [ * ] percent [ *
] or more of the net profits from the sale of Licensed Product in any one or
more of the Major Markets, determined in accordance with generally accepted
accounting principles.

      1.7   "Joint Alliance Party" or "Joint Alliance Parties" shall mean GTx
and any other party who is a member of a Joint Alliance, including
Sub-sublicensees.

      1.8   "Joint Alliance Revenue" shall mean the amount received by a Joint
Alliance or a Joint Alliance Party from Third Parties for the use, sale or
distribution of a Licensed Product, Licensed Process or Generic Product, less:

            (I)   discounts allowed in amounts customary in the trade for
quantity purchases, cash payments, prompt payments, wholesalers and
distributors;

            (II)  sales, tariff duties and/or use taxes directly imposed and
with reference to particular sales;

            (III) outbound transportation prepaid or allowed, amounts allowed or
credited on returns, export licenses, import duties, value added tax, and
prepaid freight;

            (IV)  royalties, cash, fees, or other consideration paid to, or
invoiced by, Third Parties to a Joint Alliance or a Joint Alliance Party which
are considered payment of, or for technology and/or patent licensing fees for
manufacture, use, or sale of a Licensed Product, Licensed Process or Generic
Product; and

            (V)   sales commissions paid to individuals who are not employees of
a Joint Alliance or a Joint Alliance Party.


                                       2.

      No deductions shall be made for sales commissions paid to individuals who
are employees of a Joint Alliance or a Joint Alliance Party, or for cost of
collections.

      1.9   "Licensed Patents" shall mean the issued patents and the pending
patent applications set forth on Schedule 1 attached hereto and made a part
hereof, and any patents issuing therefrom, and any other patent applications not
identified on Schedule 1 that have been filed or that may in the future be filed
by GTX on the Licensed Technology and any patents issuing therefrom, including
any application(s) filed by GTx pursuant to Article 6.1 of this Agreement,
whether in the United States of America or any other country, including any and
all substitutions for and divisions, continuations, continuation-in-part,
provisionals, and non-provisionals, renewals, reissues, any foreign patent
applications and divisionals or national phase applications which claim priority
from any of the pending patent applications set forth in Schedule 1.

      1.10  "Licensed Process(es)" shall mean any process which is covered in
whole or in part by a Valid Claim of the Licensed Patents.

      1.11  "Licensed Product(s)" shall mean any product that:

            (I)   is covered in whole or in part by a Valid Claim of the
Licensed Patents; or

            (II)  is manufactured by using a process or is employed to practice
a process which is covered in whole or in part by a Valid Claim of the Licensed
Patents.

      1.12  "Licensed Technology" shall mean any technology, trade secrets,
methods, processes, know-how, show-how, data, information, or results relating
to the patent applications set forth in Schedule 1 attached hereto, developed by
the Contributors and owned by UTRC, including the chemoprevention of prostate
cancer and, more particularly, to a method of administering to a subject an
effective dose of a chemopreventive agent or pharmaceutical preparation
comprising an anti-estrogen or SERM, including, toremifene and analogs or
metabolites thereof, to prevent recurrence of, suppress or inhibit prostate
carcinogenesis.

      1.13  "Major Markets" shall mean and include the United States, Great
Britain, France, Germany, and Japan.

      1.14  "Residual Alliance" shall mean any Alliance that is not a Joint
Alliance.

      1.15  "Residual Alliance Party" or "Residual Alliance Parties" shall mean
GTx, and any other party who is a member of a Residual Alliance, including
Sub-sublicensees.

      1.16  "Residual Alliance Revenue" shall mean all cash, Sublicense or
Sub-sublicense fees, and running royalties and all other consideration paid to
GTx by a Residual Alliance or a Residual Alliance Party in consideration for the
granting of rights to the Licensed Patents and/or Licensed Technology.

      1.17  "Sublicense(s)" shall mean any sublicense granted by GTx, to a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party.

                                       3.

      1.18  "Sublicensee(s)" shall mean any Joint Alliance, Joint Alliance
Party, Residual Alliance or Residual Alliance Party, to whom GTx has granted
sublicenses pursuant to this Agreement.

      1.19  "Sub-sublicense(s)" shall mean any sub-sublicense granted by a Joint
Alliance, Joint Alliance Party, Residual Alliance or a Residual Alliance Party,
other than GTx, to a Third Party or to an Affiliate of a Joint Alliance Party or
Residual Alliance Party other than GTx.

      1.20  "Sub-sublicensee(s)" shall mean any party to whom a Joint Alliance,
Joint Alliance Party, Residual Alliance or a Residual Alliance Party, other than
GTx, has granted Sub-sublicenses to pursuant to this Agreement.

      1.21  "Third Party" or "Third Parties" shall mean any non-affiliated party
or parties other than GTx, a Joint Alliance, a Joint Alliance Party, a Residual
Alliance, a Residual Alliance Party, UTRC or The University of Tennessee.

      1.22  "Valid Claim" shall mean (a) a claim of an issued patent which has
not expired and which has not been held revoked, invalid or unenforceable by
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed with the time allowed for appeal having expired, and
which has not been admitted to be invalid through reissue or disclaimer or
otherwise; or (b) any claim of a pending patent application, which i) was filed
in good faith; and ii) has not been pending for more than eight (8) years.

                                   SECTION 2

                                      Grant

      2.1   UTRC hereby grants to GTx an exclusive, worldwide right and license,
with the right to grant Sublicenses and to permit Sub-sublicenses to practice
under and use the Licensed Patents and the Licensed Technology to make, have
made, use, market, sell, have sold, import, distribute, and offer for sale any
Licensed Product, Licensed Process or Generic Product. UTRC hereby agrees,
subject to the terms and conditions herein contained, that the term "exclusive"
means that UTRC shall not grant any other license to any third party or take any
action inconsistent with the rights granted to GTx under this Agreement relating
to the Licensed Patents or Licensed Technology.

      2.2   GTx agrees that the Contributors and The University of Tennessee
shall have the royalty-free right to practice under the Licensed Patents and to
utilize the Licensed Technology for non-commercial educational, research, and
academic purposes only.

      2.3   GTx acknowledges that all or a portion of the Licensed Patents and
Licensed Technology was developed with the support of the United States
Government ("the Government"), and agrees that the Government retains rights in
the Licensed Patents and Licensed Technology as set forth in Title 35 U.S.C.
Section 200 et seq. All rights herein granted to GTx are subject to any such
rights held by the Government and further subject to any restrictions or
obligations that may be imposed by the Government pursuant to such rights.

                                       4.

      2.4   GTx shall have the right to enter into Sublicenses and to permit
Sub-sublicense agreements, as the case may be, with respect to the Licensed
Patents and Licensed Technology, subject to notifying UTRC of the identity and
address of each Sublicensee or Sub-sublicensee within thirty (30) days after
execution of such agreement by the parties thereto. No GTx Affiliate, Joint
Alliance, Joint Alliance Party, Residual Alliance, Residual Alliance Party, or
their Affiliates, shall have the right to practice under the Licensed Patents or
utilize the Licensed Technology to make, have made, use, market, sell, have
sold, import, distribute, or offer for sale any Licensed Product, Licensed
Process or Generic Product in the absence of a written Sublicense or
Sub-sublicense. Any grant of rights by GTx, a Joint Alliance, a Joint Alliance
Party, a Residual Alliance, a Residual Alliance Party, or their Affiliates, to
practice under the Licensed Patents or to utilize the Licensed Technology to
make, have made, use, market, sell, have sold, import, distribute, or offer for
sale any Licensed Product, Licensed Process or Generic Product shall constitute
a Sublicense or Sub-sublicense, as the case may be. All Sublicenses and
Sub-sublicenses granted by GTx hereunder shall be subject to this Agreement in
all respects and shall include provisions that such Sublicensee or
Sub-sublicensee is being granted a license under the Licensed Patents and
Licensed Technology as described herein.

      2.5   GTx shall be responsible for its Affiliates, Sublicensees and
Sub-sublicensees and shall not grant any rights that are inconsistent with the
rights granted to and obligations of GTx hereunder. Each such Sublicense and
Sub-sublicense agreement shall include a requirement that the Sublicensee or
Sub-sublicensees, as the case may be, use its best efforts to bring the subject
matter of the Sublicense or Sub-sublicense, as the case may be, into commercial
use. In addition, each such Sublicense and Sub-sublicense agreement shall
include a requirement that the Sublicensee or Sub-sublicensee, as the case may
be, assign, transfer and convey to UTRC all right, title and interest in and to
Licensed Patents. Upon termination of this Agreement, each Sublicensee's or
Sub-sublicensee's as the case may be, rights under any Sublicense agreement
shall also terminate. No Sublicense or Sub-sublicense shall relieve GTx of any
of its obligations under this Agreement. GTx shall forward to UTRC a complete
copy of each Sublicense or Sub-sublicense agreement, as the case may be
(including, without limitation, all amendments and addenda), granted hereunder
within thirty (30) days after execution of such agreement by the parties
thereto, provided that UTRC shall receive such information and documents in
confidence and shall not publicly disclose, discuss or release such information
or document without the prior written approval of GTx except for the purposes of
enforcement of UTRC's rights. GTx shall be responsible for payment of royalties
from Joint Alliance Revenue and Residual Alliance Revenue provided, however,
that GTx may arrange for such payments to be made to UTRC by an Affiliate,
Sublicensee or Sub-sublicensee, with the understanding that UTRC's acceptance of
such payments from an Affiliate, Sublicensee, or Sub-sublicensee does not
relieve GTx of the ultimate responsibility for any other or future payment
required hereunder. Each such Sublicense or Sub-sublicense agreement shall
include an audit right by UTRC of the same scope as provided in Article 5.1
herein with respect to GTx.

      2.6   Any act or omission of an Affiliate, Sublicensee or Sub-sublicensee
which would constitute a breach of this Agreement if performed by GTx shall be
deemed to be a breach by GTx of this Agreement, subject however to the same cure
provisions in favor of GTx or such Affiliate, Sublicensee or Sub-sublicensee, as
the case may be, as are otherwise provided herein for breach by GTx.

                                       5.

                                   SECTION 3

                                    Diligence

      3.1   GTx shall use its commercially reasonable best efforts to develop
            and commercialize Licensed Products and Generic Products through a
            commercially reasonable program for exploitation of the Licensed
            Patents and the Licensed Technology.

                                    SECTION 4

                             Payments and Royalties

      4.1   For the rights, privileges and license granted hereunder, GTx shall
pay royalties to UTRC in the manner hereinafter provided until this Agreement
shall expire or be terminated. GTx shall pay to UTRC:

            (A)   Patent Expense Fee in the amount of [ * ] which UTRC
acknowledges has been fully paid by GTx.

            (B)   Annual License Maintenance Fees in the amount of [ * ] each,
being due and payable on July 1, 2003 and each succeeding July 1 thereafter
during the term of this Agreement; provided, however, that the Annual License
Maintenance Fee shall be reduced by the amount of running royalties actually
paid to UTRC in the immediately preceding 12-month period prior to the due date
of the Annual License Maintenance Fee. The Annual License Maintenance Fee shall
be [ * ] at such time as GTx [ * ] as described in Article 2.4. This [ * ] of
the Term of this Agreement, regardless of whether any such Joint Alliance,
Residual Alliance or Sublicense is terminated. This [ * ] to a Sublicense
granted to a GTx Affiliate that is 100% owned by GTx.

      4.2   In addition to the foregoing fees, GTx shall pay to UTRC the
following royalties for the term of this Agreement:

            (A)   [ * ] of Joint Alliance Revenue attributable to the use, sale
or distribution of License Products and Licensed Processes and a reduced
percentage of Joint Alliance Revenue attributable to the use, sale or
distribution of Generic Products, which reduced percentage shall be determined
on a country-by-country basis and in each country shall be calculated as the
[ * ] during the quarter divided by [ * ] during the same quarter [ * ]
(provided that in no event shall the reduced percentage [ * ]); and

            (B)   [ * ] of Residual Alliance Revenue attributable to the use,
sale or distribution of License Products and Licensed Processes and a reduced
percentage of Residual Alliance Revenue attributable to the use, sale or
distribution of Generic Products, which reduced percentage shall be determined
on a country-by-country basis and in each country shall be calculated as the
[ * ] during the quarter divided by [ * ] during the same quarter [ * ]
(provided that in no event shall the reduced percentage [ * ]).

      4.3   In the event that GTx, its Sublicensees or Sub-sublicensees
manufacture, make, use, sell import, or license a Licensed Product or perform a
Licensed Process using technologies


                                       6.

for which royalties may be payable to UTRC under this Article 4 and under one or
more other UTRC/GTx license agreements, GTx shall only be required to pay UTRC
royalties under one such license agreement, subject to the provisions of Article
5.2.

      4.4   Within [ * ] following the close of each calendar quarter in which
Joint Alliance Revenue is received by a Joint Alliance or Joint Alliance Party,
Residual Alliance Revenue is received by GTx, or amounts are received by a Joint
Alliance or Residual Alliance on account of the use, sale or distribution of a
Generic Product, as the case may be, payments shall be paid to UTRC or its
designee in United States dollars in Knoxville, Tennessee, or at such other
place as UTRC may reasonably designate consistent with the laws and regulations
controlling in any foreign country. In the event GTx arranges for any payment
under this Article 4.5 to be made to UTRC by an Affiliate, Sublicensee or
Sub-sublicensee pursuant to Article 2.5, if such payment is not received by UTRC
within the [ * ] period set forth herein, GTx shall be deemed to be in breach of
this Agreement, subject to the same cure provisions in favor of GTx as set forth
in Article 12. If any currency conversion shall be required in connection with
the payment of royalties hereunder, such conversion shall be made by using the
exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business
day of the calendar quarterly reporting period to which such royalty payments
relate.

                                   SECTION 5

                               Reports and Records

      5.1   UTRC or its accounting agents shall have the right to inspect the
books of account of GTx. GTx shall keep full, true and accurate books of account
containing all particulars that may be necessary for the purpose of showing the
amounts payable to UTRC hereunder. Said books of account shall be kept at GTx's
principal place of business or the principal place of business of the
appropriate division or Affiliate of GTx to which this Agreement relates. Said
books and the supporting data shall be open at all reasonable times for [ * ]
following the end of the calendar year to which they pertain, to the inspection
of UTRC or its accounting agents for the purpose of verifying GTx's royalty
statement. If any examination reveals a shortage in amounts paid to UTRC equal
to or greater than [ * ] of the total amount due in the period under audit, GTx
shall promptly reimburse UTRC for the cost of the examination as well as the
shortage, together with interest thereon as provided in Article 5.4.

      5.2   GTx shall deliver to UTRC true and accurate reports to confirm a
royalty accounting hereunder within [ * ] after the close of each calendar
quarter in which Joint Alliance Revenue is received by a Joint Alliance or Joint
Alliance Party, or Residual Alliance Revenue is received by GTx, as the case may
be.

      These reports shall include at least the following, on a
country-by-country basis:

                  (1)   number of Licensed Products, Licensed Processes, or
Generic Products manufactured, used or sold by and/or for GTx and all Joint
Alliance Parties and Residual Alliance Parties;

                  (2)   total amounts received by GTx, a Joint Alliance or a
Joint Alliance Party for Licensed Products, Licensed Processes and Generic
Products manufactured,


                                       7.

used or sold by and/or for GTx and any Joint Alliance, Joint Alliance Party,
Residual Alliance, or Residual Alliance Party.

                  (3)   accounting for Joint Alliance Revenue or Residual
Alliance Revenue;

                  (4)   royalties due to UTRC pursuant to Sections 4.2 and 4.3
including (i) the manner in which such royalties were calculated and (ii) in the
event any such royalties are payable to UTRC under this Agreement and under one
or more other UTRC/GTx license agreements, and notwithstanding that GTx is
required to pay such royalties under only one such license agreement, GTx shall
set out in its report the amount of such royalties covered by multiple license
agreements and identify all such license agreements to which such royalties
apply;

                  (5)   names and addresses of all Joint Alliance Parties and
Residual Alliance Parties, including an identification of whether the Party is a
Joint Alliance Party or a Residual Alliance party;

                  (6)   dates that any Residual Alliance Revenue is received by
GTx from a Residual Alliance or any Residual Alliance Party and other
information pertaining to the determination of revenues due to UTRC; and

                  (7)   upon request by UTRC, any other information that may be
necessary for the purpose of showing the amounts payable to UTRC hereunder.

      5.3   With each such report submitted, GTx shall pay to UTRC the royalties
due and payable under this Agreement. If no royalties shall be due, GTx shall so
report.

      5.4   Any amount owed by GTx under this Agreement that is not received by
UTRC on or before the date due shall bear interest at a per annum rate [ * ]
above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the date
due. GTx shall also pay all reasonable collection costs at any time incurred by
UTRC in obtaining payment of amounts past due, including reasonable attorneys
fees. If the transfer or the conversion into United States Dollar equivalents in
any such instance is not lawful or possible, the payment of such part of the
royalties as is necessary shall be made by the deposit thereof, in the currency
of the country where the sales were made on which the royalty was based, to the
credit and account of UTRC or its nominee in any commercial bank or trust
company of its choice located in that country, prompt notice of which shall be
given by GTx to UTRC.

                                   SECTION 6

                               Patent Prosecution

      6.1   GTx shall assume complete control of the prosecution of the Licensed
Patents and will be responsible for maintaining any patents issued or issuing
therefrom. GTx will also be responsible for preparing, filing, prosecuting and
maintaining all patent applications and patents, corresponding to or arising out
of the Licensed Technology. GTx shall use patent counsel of its own choice, at
its own expense. GTx agrees to pay all costs incident to the United States and


                                       8.

foreign applications, patents and like protection relating to the Licensed
Patents and the Licensed Technology, including all costs incurred for filing,
prosecution, issuance and maintenance fees as well as any costs incurred in
filing continuations, continuations-in-part, divisionals or related applications
and any reexamination or reissue proceedings. Subject to the provisions of
Article 6.4, GTx shall file and maintain patent applications corresponding to
the Licensed Technology in such countries, as GTx in its sole discretion shall
select. UTRC shall have the sole and exclusive right, title and ownership in and
to all Licensed Patents, including Licensed Patents corresponding to or arising
out of the Licensed Technology, which now exist or may exist in the future,
including all United States and foreign patent applications filed and patents
issued pursuant to this Article 6. GTx, its Sublicensees and Sub-sublicensees
shall assign, transfer and convey to UTRC all right, title and interest in and
to all such Licensed Patents. GTx shall be responsible for recording an
assignment to UTRC of patent applications filed pursuant to this Article 6 with
the United States Patent and Trademark Office and with each foreign Patent
Office in which such applications are filed. Upon request by GTx, UTRC will
amend this Agreement as reasonably necessary to confirm GTX's exclusive license
in all such inventions conveyed to UTRC as provided in this Section.

      6.2   GTx agrees to keep UTRC informed, at GTx's expense, of filing and
prosecutions pursuant to this Article 6 including submitting to UTRC copies of
all patent applications, official actions and responses thereto within thirty
(30) days of filing or receipt, as the case may be. GTx agrees that it will
reimburse UTRC for its reasonable attorneys fees that UTRC reasonably incurs for
review by outside counsel of the material received from GTx. GTx shall consult
with UTRC regarding any abandonment of the Licensed Patents or the prosecution
of patent applications described in Article 6.1 prior to such abandonment.

      6.3   UTRC agrees to reasonably cooperate with GTx, at GTx's request and
expense, to whatever extent is reasonably necessary to procure patent protection
of any rights, including fully agreeing to execute any and all documents to
provide GTx the full benefit of the licenses granted herein with copies of
correspondence with Patent Offices concerning the Licensed Patents.

      6.4   In the event that GTx decides not to continue prosecution of any
United States or foreign patent application to issuance or maintain any United
States or foreign patent on technology described or claimed in the Licensed
Patents or the Licensed Technology in a certain jurisdiction; GTx shall timely
notify UTRC in writing in order that UTRC may continue said prosecution or
maintenance of such patent applications or patents at its option and at its own
expense in such jurisdiction. GTx's right under this Agreement to practice the
invention(s) under such patents and patent applications shall immediately
terminate in such jurisdiction upon UTRC's assuming said costs provided that the
application, in which GTx decides not to continue prosecution or the patent
which GTx decides not to maintain, is before the Patent Offices of a country
included in Major Markets. GTx shall not be considered in default and this
Agreement shall not terminates to any particular jurisdiction, if GTx decides
not to continue prosecution of a patent application to issuance or maintain any
patent in any other country besides those included in Major Markets. If GTx
fails to notify UTRC in sufficient time for UTRC to continue prosecution, or the
maintenance of, a patent or patent application in a Major Market, GTx shall be
considered in default of this Agreement.

                                       9.

      6.5   GTx and all its Sublicensees and Sub-sublicensees shall mark all
products covered by Licensed Patents with patent numbers in accordance with the
statutory requirements in the country (ies) of manufacture, use, and sale.

                                   SECTION 7

                                  Infringement

      7.1   GTx shall inform UTRC and UTRC shall inform GTx, promptly in writing
of any alleged assertion and/or claim of infringement of the Licensed Patents by
a Third Party and of any available evidence thereof.

      7.2   GTx shall have the right, but shall not be obligated, to prosecute
at its own expense all infringements of the Licensed Patents and, in furtherance
of such right, UTRC hereby agrees that GTx may include UTRC as a party plaintiff
in any such suit, without expense to UTRC. The total cost of any such
infringement action commenced or defended by GTx shall be borne by GTx. After
deduction of outstanding expenses, including attorneys fees of GTx, the balance
remaining from any such recovery shall be divided equally between GTx and UTRC
until UTRC shall have recovered in full any royalty payments to which it would
have been otherwise entitled to receive hereunder, but for such infringement,
and any remaining balance, if any, shall be retained by GTx. No settlement,
consent, judgment or other voluntary dismissal of such suits may be entered into
without the consent of UTRC, provided that such consent shall not be
unreasonably withheld and that UTRC shall not condition such consent on an
increase in payments to UTRC hereunder.

      7.3   If within six (6) months after having been notified of an alleged
infringement, GTx has not brought or is not diligently prosecuting an
infringement action, or if GTx has notified UTRC at any time prior thereto of
its intention not to bring suit against any alleged infringement of the Patents,
then, and in those events only, UTRC shall have the right, but shall not be
obligated, to prosecute at its own expense any infringement of the Licensed
Patents, and UTRC may, for such purposes, use the name of GTx as party plaintiff
No settlement, consent judgment or other voluntary final disposition of the suit
may be entered into without the consent of GTx, which consent shall not
unreasonably be withheld. After deduction of outstanding expenses of UTRC,
including attorney fees and any expenses of GTx, including attorney fees
incurred prior to UTRC's pursuit of such infringement, the balance remaining
from any such recovery shall be divided equally between GTx and UTRC.

      7.4   In the event that GTx undertakes the enforcement and/or defense of
the Licensed Patents by litigation or an inter partes proceeding in the United
States or a foreign country against a Third Party, GTx may withhold up to [ * ]
of the payments otherwise thereafter due UTRC under Article 4 that are
attributable to sales in the country where such litigation or inter partes
proceeding takes place and apply the same toward reimbursement of up to half of
GTx's expenses, including reasonable attorneys' fees, in connection therewith.
GTx may not withhold any portion of the payments due UTRC under Article 4 in the
event that GTx undertakes the enforcement and/or defense of the Licensed Patents
by litigation or an inter partes proceeding in the United States or a foreign
country against an Affiliate, a Joint Alliance Party or a Residual Alliance
Party. Any recovery of damages by GTx for each such suit shall be applied first
in


                                      10.

satisfaction of any unreimbursed expenses and legal fees of GTx relating to such
suit, and next toward reimbursement of UTRC for any payments under Article 4
past due or withheld and applied pursuant to this Article 7.

      7.5   In the event that a declaratory judgment action alleging invalidity
or noninfringement of any of the Licensed Patents shall be brought against UTRC,
GTx at its option shall have the right, within thirty (30) days after
commencement of such action, to intervene and take over the sole defense of the
action at its own expense.

                                   SECTION 8

                          Liability and Indemnification

      8.1   GTx shall at all times during the term of this Agreement, indemnify,
defend and hold UTRC, The University of Tennessee, and their respective
trustees, directors, officers, employees and Affiliates, harmless against all
claims, proceedings, demands and liabilities of any kind whatsoever, including
legal expenses and reasonable attorneys fees (collectively, the "Claims"),
arising out of the death of or injury to any person or persons or out of any
damage to property, resulting from the production, manufacture, sale, use,
lease, or consumption of the Licensed Products, Licensed Processes or Licensed
Technology or arising from any obligation or act of GTx hereunder, except for
Claims arising from the willful misconduct or misrepresentation by UTRC, The
University of Tennessee, and their respective trustees, directors, officers,
employees and Affiliates. Infringement by a Joint Alliance Party, a Residual
Alliance Party, Sublicensees or Sub-sublicensees of a Third Party patent shall
not be deemed for purposes of this Agreement as an improper action, omission, or
negligent act on the part of UTRC, The University of Tennessee or their
respective trustees, directors, officers, employees or Affiliates.

      8.2   GTx shall obtain and carry in full force and effect from the first
manufacture, use or sale of the Licensed Products, Licensed Processes or
Licensed Technology to [ * ] such manufacturing, use or sales cease, commercial,
general liability insurance which shall protect GTx and UTRC with respect to
events covered by Paragraph 8.1 above. Such insurance shall be written by a
reputable insurance company, shall list UTRC as an additional named insured
thereunder, shall be endorsed to include product liability coverage and shall
require thirty (30) days written notice to be given to UTRC prior to any
cancellation or material change thereof. The limits of such insurance shall not
be less than [ * ] per occurrence with an aggregate of [ * ] for personal injury
or death. GTx shall provide UTRC with Certificates of Insurance evidencing the
same.

      8.3   UTRC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES
MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED
OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE, IN ANY LICENSED PRODUCT, LICENSED PROCESS, LICENSED TECHNOLOGY
OR GENERIC PRODUCT. IN NO EVENT SHALL UTRC, THE UNIVERSITY OF TENNESSEE, OR
THEIR RESPECTIVE TRUSTEES, DIRECTORS,


                                      11.

OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ECONOMIC DAMAGE, INJURY TO
PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER UTRC OR THE UNIVERSITY SHALL BE
ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
POSSIBILITY OF ANY OF THE FOREGOING, EXCEPT FOR NEGLIGENCE, FRAUD, OR
MISREPRESENTATION BY UTRC, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND
AFFILIATES NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:

      A.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT THE PRACTICE BY
            GTx OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENTS
            OF ANY THIRD PARTY;

      B.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY PATENT
            APPLICATION INCLUDED IN THE PATENTS WILL ULTIMATELY ISSUE AS A
            PATENT;

      C.    A REPRESENTATION MADE OR WARRANTY GIVEN THAT GTx SHALL HAVE THE
            RIGHT TO USE ANY PORTION OF THE LICENSED PATENTS THAT IS CLAIMED IN
            A PATENT OF ANY THIRD PARTY,

      D.    A REQUIREMENT THAT UTRC SHALL BE RESPONSIBLE FOR THE EXPENSES OF
            FILING OR PROSECUTING ANY PATENT APPLICATION OR MAINTAINING ANY
            LICENSED PATENTS IN FORCE,

      E.    AN OBLIGATION ON THE PART OF UTRC TO BRING OR PROSECUTE ACTIONS OR
            SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF THE LICENSED PATENTS
            OR FOR UNAUTHORIZED USE OF THE PATENTS OR MISAPPROPRIATION OF THE
            LICENSED TECHNOLOGY;

      F.    AN OBLIGATION ON THE PART OF UTRC TO DEFEND ANY ACTION OR SUIT
            BROUGHT BY A THIRD PARTY;

      G.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC AS TO THE SAFETY,
            RELIABILITY OR EFFICACY OF: 1) THE LICENSED TECHNOLOGY OR THE
            INVENTIONS COVERED BY THE LICENSED PATENTS; OR 2) ANY LICENSED
            PRODUCT OR LICENSED PROCESS THAT INCORPORATES THE LICENSED PATENTS
            OR UTILIZES THE LICENSED PATENTS IN ITS PRODUCTION, MANUFACTURE OR
            PERFORMANCE OR ANY GENERIC PRODUCT THAT INCORPORATES THE LICENSED
            TECHNOLOGY OR UTILIZES THE LICENSED TECHNOLOGY IN ITS PRODUCTION,
            MANUFACTURE OR PERFORMANCE; and

      H.    A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRC THAT ANY OF THE
            CONTRIBUTORS WILL AGREE TO PROVIDE TECHNICAL ASSISTANCE OR
            CONSULTATION TO GTx, OR THAT SUCH TECHNICAL ASSISTANCE OR
            CONSULTATION, IF PROVIDED, WOULD BE SUFFICIENT


                                      12.

      TO ENABLE GTx TO SUCCESSFULLY EXPLOIT THE LICENSED TECHNOLOGY OR THE
      LICENSED PATENTS.

      8.4   UTRC represents and warrants that to the best of its actual
knowledge: (i) the Licensed Patents are valid and enforceable; (ii) it has the
full power to enter into this Agreement, to carry out its obligations under this
Agreement, and to grant the rights granted to GTx herein; (iii) it has not
previously granted and shall not grant to any Third Party any rights which are
inconsistent with the rights granted to GTx herein, (iv) it is the sole owner of
the entire right, title, and interest in and to the Licensed Patents and
Licensed Technology; and (v) it has fully complied with all requirements of 35
U.S.C. Section 200 et seq. and all implementing regulations necessary to perfect
title to the rights and license granted to GTx herein.

      8.5   UTRC acknowledges and understands that Dr. Mitchell S . Steiner is
an employee of The University of Tennessee and that he was and is currently the
Chief Executive Officer of GTx.

      8.6   GTx represents that: 1) it has full corporate power and authority to
enter into this Agreement and carry out all the provisions of this Agreement; 2)
it is authorized to execute this Agreement on its behalf; 3) the person
executing this Agreement is duly authorized to do so; and 4) no consent,
approval or authorization of any other party is required.

                                   SECTION 9

                                 Export Controls

      9.1   GTx acknowledges that it is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended, and the United States Department of Commerce Export
Administration Regulations). The transfer of such items may require a license
from the cognizant agency of the United States Government and/or written
assurances by GTx that GTx shall not export data or commodities to certain
foreign countries without prior approval of such agency. UTRC neither represents
that a license shall not be required nor that, if required, it shall be issued.

                                   SECTION 10

                                Non-Use of Names

      10.1  GTx shall not use the names or trademarks of UTRC or the University
of Tennessee, nor any adaptation thereof, in any advertising, promotional or
sales literature without prior written consent obtained from UTRC, except that
GTx may state that it has licensed the Licensed Patents and Licensed Technology
from UTRC.

      10.2  UTRC shall not use the names or trademarks of GTx, nor any
adaptation thereof in any advertising, promotional or sales literature without
prior written consent obtained from GTx except that UTRC may state that it has
licensed the Licensed Patents and Licensed Technology to GTx.

                                      13.

                                   SECTION 11

                               Dispute Resolution

      11.1  Except for the right of either party to apply to a court of
competent jurisdiction for a temporary restraining order, a preliminary
injunction, or other equitable relief to preserve the status quo or to prevent
irreparable harm, any and all claims, disputes or controversies arising under,
out of, or in connection with this Agreement, shall be resolved upon thirty (30)
days written notice of either party to the other by final and binding
arbitration in Knoxville, Tennessee under the Commercial Arbitration Rules of
the American Arbitration Association, or the Patent Arbitration Rules if
applicable, then in effect. The arbitrator(s) shall have no power to add to,
subtract from or modify any of the terms or conditions of this Agreement, nor to
award punitive damages. The prevailing party in any such arbitration shall, in
addition to recovering reasonable out-of-pocket costs of the arbitration, be
entitled to an award of reasonable attorneys fees incurred in connection with
the arbitration, with any action necessary to perfect the arbitration award as a
judgment, and for any collection action required to secure payment of any
arbitration award. Any award rendered in such arbitration may be entered and
enforced by either party in either the courts of the State of Tennessee or in
the United States District Court for the Eastern District of Tennessee, to whose
jurisdiction for such purposes UTRC and GTx each hereby irrevocably consents and
submits, or in any other United States court having jurisdiction.

      11.2  Notwithstanding the foregoing, nothing in this Article shall be
construed to waive any rights or timely performance of any obligations existing
under this Agreement.

                                   SECTION 12

                        Term of Agreement and Termination

      12.1  Unless earlier terminated, as hereinafter provided, the Term of this
Agreement shall be for the longer of twenty (20) years or the last to expire
term of any patent or patent application having a Valid Claim covering the
Licensed Patents. After such expiration, GTx shall have a perpetual,
royalty-free license to the Licensed Patents and Licensed Technology.

      12.2  In the event of default or failure by GTx to perform any of the
terms, covenants or provisions of this Agreement, GTx shall have thirty (30)
days after the giving of written notice of such default by UTRC to correct such
default. If such default is not corrected within the said thirty (30) day
period, UTRC shall have the right, at its option, to cancel and terminate this
Agreement. The failure of UTRC to exercise such right of termination for
non-payment of royalties or otherwise shall not be deemed to be a waiver of any
right UTRC might have, nor shall such failure preclude UTRC from exercising or
enforcing said right upon any subsequent failure by GTx.

      12.3  UTRC shall have the right, at its option, to cancel and terminate
this Agreement in the event that GTx shall become involved in insolvency,
dissolution, bankruptcy or receivership proceedings affecting the operation of
its business. In the event of termination of this Agreement pursuant to Articles
12.2 or 12.3 hereof, all rights to the Licensed Patents shall revert to UTRC.

                                      14.

      12.4  Upon termination of this Agreement for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination; and Articles 1, 5, 8, 9-12, 18,
20, and 21 shall survive any such termination.

      12.5  No termination of this Agreement shall constitute a termination or a
waiver of any rights of either Party against the other Party accruing at or
prior to the time of such termination. The obligations of Articles 5 and 13
shall survive termination of this Agreement.

      12.6  GTx shall have the right to terminate this Agreement at any time on
three (3) months notice to UTRC, and upon payment of all amounts due UTRC
through the effective date of the termination.

                                   SECTION 13

                                  Assignability

      13.1  This Agreement shall be binding upon and shall inure to the benefit
of UTRC and its assigns and successors in interest, and shall be binding upon
and shall inure to the benefit of GTx and its assigns and successors to all or
substantially all of its assets or business to which this Agreement relates, but
shall not otherwise be assignable or assigned by GTx without prior written
approval by UTRC being first obtained, which approval shall not be unreasonably
withheld; provided that, for purposes hereof, GTx shall have the right to assign
this Agreement to an Affiliate of GTx (or any entity into which GTx shall have
been merged or consolidated, provided that at least 51% of such merged or
consolidated entity is owed by shareholders holding at least 51% of GTx
immediately prior to such merger or consolidation) without obtaining the prior
written approval of UTRC. No assignment shall be deemed effective unless such
assignee has agreed in writing to be bound by the terms and provisions of this
Agreement. Any attempt to assign or assignment made in violation of this Article
13.1 shall be void ab initio.

                                   SECTION 14

                             Governmental Compliance

      14.1  GTx shall at all times during the term of this Agreement and for so
long as it shall make, use or sell Licensed Products, Licensed Processes or
Licensed Technology comply and cause its sublicensees to comply with all laws
that may control the import, export, manufacture, use, sale, marketing,
distribution and other commercial exploitation of Licensed Products, Licensed
Processes or Licensed Technology or any other activity undertaken pursuant to
this Agreement.

                                   SECTION 15

                                    Notices

      15.1  Any notice or other communication under this Agreement shall be in
writing and shall be deemed to have been given: when delivered personally
against receipt therefore; one day after being sent by Federal Express or
similar overnight delivery; or three days after being mailed registered or
certified mail, postage prepaid, to a party hereto at the address set forth


                                      15.

below, or to such address as such party shall give by notice hereunder to the
other party to this Agreement.

      If to UTRC:

      The University of Tennessee Research Corporation
      1534 White Avenue, Suite 403
      Knoxville, Tennessee, U.S.A. 37996-1527
      Attn: President

      If to GTx:

      3 N. Dunlap Street, 3rd Floor
      Memphis, Tennessee 38163
      Attn: Dr. Mitchell Steiner
      Title: Chief Executive Officer

      with a copy to:
      Henry P. Doggrell
      General Counsel, GTx, Inc.

                                   SECTION 16

                           Severability of Provisions

      16.1  If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provision shall be deemed
dependent upon any other covenant or provision unless so expressed herein.

                                   SECTION 17

                                  Governing Law

      17.1  This Agreement shall be deemed to be subject to, and have been made
under, and shall be construed and interpreted in accordance with the laws of the
State of Tennessee. This Agreement is expressly acknowledged to be subject to
all federal laws including but not limited to the Export Administration Act of
the United States of America. No conflict-of-laws rule or law that might refer
such construction and interpretation to the laws of another state, republic, or
country shall be considered. The Parties irrevocably and unconditionally agree
that the exclusive place of jurisdiction for any action, suit or proceeding for
a temporary restraining order, a preliminary injunction, or other equitable
relief to preserve the status quo or to prevent irreparable harm, arising under,
out of, or in connection with this Agreement ("Actions"), shall be in the courts
of the United States of America sitting in the city, state and country of State
of Tennessee, or, if such courts shall not have jurisdiction over the subject
matter thereof, in the courts of the State of Tennessee sitting therein, and
each such party hereby irrevocably and unconditionally agrees to submit to the
jurisdiction of such courts for the purposes of any such Actions. If any such
State court also does not have jurisdiction over the subject matter thereof,


                                      16.

then such an Action may be brought in the federal or state courts located in the
states of the principal place of business of any Party hereto.

                                   SECTION 18

                                 Confidentiality

      18.1  Nothing herein shall preclude a Party from disclosing the existence
of this Agreement and the general scope of the license granted hereunder.
However, neither Party shall disclose the economic terms of this Agreement.

      18.2  Subject to the exceptions set forth herein, all information or
material disclosed pursuant to this Agreement and/or related to the Licensed
Patents, Licensed Products, Licensed Process, Licensed Technology and Generic
Products shall be confidential ("Confidential Information"). Recipient of the
Confidential Information ("Receiving Party") agrees to hold in confidence, and
not to distribute or disseminate to any person or entity, for any reason for a
period of five (5) years after receipt, any Confidential Information received,
under or relating to this Agreement, except for Confidential Information which:

            (i)   was known or used by the Receiving Party prior to the date of
disclosure to the Receiving Party as evidenced by written records; or

            (ii)  either before or after the date of disclosure is lawfully
disclosed to the Receiving Party by sources other than the Providing Party which
are rightfully in possession of the Confidential Information and not subject to
any obligation of confidentiality, as evidenced by written records; or

            (iii) either before or after the date of disclosure to the
Receiving Party becomes published, through no fault or omission on the part of
the Receiving Party; or

            (iv)  is independently developed by or for the Receiving Party
without reference to, knowledge of, or reliance upon the Confidential
Information as evidenced by written records;

            (v)   is required to be disclosed by the Receiving Party to comply
with applicable laws, to defend or prosecute litigation or to comply with
governmental regulations, provided that the Receiving Party provides prior
written notice of such disclosure to the Providing Party and takes reasonable
and lawful actions to avoid and/or minimize the degree of such disclosure,
provided that specific information shall not be deemed to be within any of these
exclusions merely because it is embraced by more general information falling
with these exclusions; or

            (vi)  is developed by or for the Receiving Party without reference
to, knowledge of, or reliance upon any of the Confidential Information.

      18.3  The Parties recognize that GTx has entered into certain research
agreement(s) with The Ohio State University Research Foundation, The University
of Tennessee has entered into certain subcontract agreement(s) with The Ohio
State University Research Foundation and


                                      17.

that GTx has entered into certain consulting agreement(s) with one or more of
the Contributors, which agreements may contain confidentiality obligations
and/or restrictions on publication regarding information or material related to
this Agreement, the Licensed Patents and/or the Licensed Technology. While UTRC
acknowledges the need for such confidentiality obligations and restrictions on
publication in order for GTx to preserve United States and foreign patent
rights, UTRC makes no representations or warranties, and has no obligation
hereunder, regarding the confidentiality or publication obligations of The
University of Tennessee, the Contributors or The Ohio State University Research
Foundation.

      18.4  The Parties agree that counsel of the Parties, who have a duty of
confidentiality to the respective Parties, may receive Confidential Information.

                                   SECTION 19

                                   Reformation

      19.1  All Parties hereby agree that neither Party intends to violate any
public policy, statutory or common law, rule, regulation, treaty or decision of
any government agency or executive body thereof of any country or community or
association of countries; that if any word, sentence, paragraph or clause or
combination thereof of this Agreement is found, by a court or executive body
with judicial powers having jurisdiction over this Agreement or any of its
Parties hereto, in a final unappealed order to be in violation of any such
provision in any country or community or association of countries, such words,
sentences, paragraphs or clauses or combination shall be inoperative in such
country or community or association of countries, and the remainder of this
Agreement shall remain binding upon the Parties hereto.

                                   SECTION 20

                                   Non-Waiver

      20.1  The Parties covenant and agree that if a Party fails or neglects for
any reason to take advantage of any of the terms provided for the termination of
this Agreement or if a Party, having the right to declare this Agreement
terminated, shall fail to do so, any such failure or neglect by such Party shall
not be a waiver or be deemed or be construed to be a waiver of any cause for the
termination of this Agreement subsequently arising, or as a waiver of any of the
terms, covenants or conditions of this Agreement or of the performance thereof.
None of the terms, covenants and conditions of this Agreement may be waived by a
Party except by its written consent.

                                   SECTION 21

                                Entire Agreement

      21.1  This Agreement, as amended and restated herein, contains the entire
agreement and understanding of the parties as of the Effective Date with respect
to the subject matter hereof, supersedes any prior agreements and understandings
with respect thereto and cannot be modified, amended or waived, in whole or in
part, except in writing signed by the Party to be


                                      18.

charged. Any such purported non-written modification, amendment, or waiver shall
be null and void. A discharge of the terms of this Agreement shall not be deemed
valid unless by full performance of the Parties hereto or by writing signed by
the Parties hereto. A waiver by UTRC of any breach by GTx of any provision or
condition of this Agreement to be performed by GTx shall not be deemed a waiver
of similar or dissimilar provisions or conditions at the same or any prior or
subsequent time.

      In Witness Whereof, the Parties hereto have executed and delivered this
Agreement in multiple originals by their duly authorized officers and
representatives on the respective dates shown below, but effective as of the
Agreement Date. The undersigned representative of UTRC is authorized to execute
this Agreement on its behalf and bind UTRC to the terms and conditions set
forth.

The University of Tennessee                       GTx, Inc . (" GTx")
Research Corporation ("UTRC")

By:     /s/ Ann J. Roberson               By:     /s/ Henry P. Doggrell
        ------------------------------            ------------------------------

Name:   Ann J. Roberson                   Name:   Henry P. Doggrell

Title:  President                         Title:  General Counsel

Date:   8-22-02                           Date:   8/30/02
                                                  ------------------------------

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



                                      19.

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                   SCHEDULE 1

                THE UNIVERSITY OF TENNESSEE RESEARCH CORPORATION

                                       AND

                                    GTX, INC.

                AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT

                         PATENTS COVERING SERM PRODUCTS

                           OWNER/ASSIGNEE: UTRC [ * ]

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       1.

                                                                    EXHIBIT 23.1


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts", "Selected
Financial Data", and "Summary Financial Data" and to the use of our report dated
May 9, 2003, except note 13, as to which the date is October 14, 2003 in the
Registration statement (Form S-1 No. 333-00000) and related Prospectus of GTx,
Inc. for the registration of  000,000 shares of its common stock.

                                                   Ernst & Young LLP


Memphis, Tennessee
October 14, 2003

The foregoing consent is in the form that will be signed upon the completion of
GTx's reincorporation in the State of Delaware as described in Note 13 to the
financial statements.

                                                   /s/ Ernst & Young LLP


Memphis, Tennessee
October 14, 2003