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SECURITIES AND EXCHANGE COMMISSION

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Amendment No. 2

GTx, Inc.

Delaware		2834		62-1715807
(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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    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 December 22, 2003.

                                Shares

Common Stock

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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                     , 2004.

Goldman, Sachs & Co.

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Prospectus dated                     , 2004.

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RISK FACTORS

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. As of September 30, 2003, we had a deficit accumulated during the development stage of $144.9 million, of which $110.6 million related to non-cash dividends and adjustments to the preferred stock redemption value. 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 nine months ended September 30, 2003, net losses were $9.6 million. 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, we are unable to predict the extent of any future losses or when we will become profitable, if at all. 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 expect our research and development expenses to increase in connection with the conduct of clinical trials. In addition, subject to regulatory approval of any of our product candidates, we expect to incur sales and marketing and increased manufacturing expenses.

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.

       We will need to raise additional capital to:

	•	fund our operations and clinical trials;
	•	continue our research and development; and
	•	commercialize our product candidates, 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.

       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 or our product candidates, or grant licenses on terms that are not favorable to us.

Risks Related to Development of Product Candidates

We will not be able to commercialize our product candidates if our preclinical studies do not produce successful results or our clinical trials do not demonstrate safety and efficacy in humans.

       Preclinical and clinical testing is expensive, can take many years and has an uncertain outcome. 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. We may experience numerous unforeseen events during, or as a result of, preclinical testing and the clinical trial process that could delay or prevent our ability to commercialize our product candidates, including:

	•	regulators or institutional review boards may not authorize us to commence a clinical trial or conduct a clinical trial at a prospective trial site;
	•	our preclinical or clinical trials may produce negative or inconclusive results, which may require us to conduct additional preclinical or clinical testing or to abandon projects that we expect to be promising;
	•	registration or enrollment in our clinical trials may be slower than we currently anticipate, resulting in significant delays;
	•	we might have to 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 our product candidates may not be the desired effects or may include undesirable side effects.

If any of these events were to occur and, as a result, we have significant delays in or termination of clinical trials, our costs would increase and our ability to generate revenue could be impaired, which would adversely impact our financial results.

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Risks Related to Our Dependence on Third Parties

If third parties do not manufacture our product candidates in sufficient quantities and at an acceptable cost, clinical development and commercialization of our product candidates would be delayed.

       We do not currently own or operate manufacturing facilities and rely and expect to continue to rely on third parties for the production of clinical and commercial quantities of our product candidates. Our current and anticipated future dependence upon others for the manufacture of our product candidates may adversely affect our future profit margins and our ability to develop product candidates and commercialize any product candidates on a timely and competitive basis.

       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. We rely on Orion as a single source supplier for Acapodene. In the event that Orion terminates the agreement under specified circumstances, we would not be able to manufacture Acapodene until Orion’s patents with respect to the composition of matter of toremifene, the active pharmaceutical ingredient in Acapodene, expire. This could delay the development of and impair our ability to commercialize this product candidate. In addition, Orion may terminate its obligation to supply us with toremifene under specified circumstances. Under some of 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.

       In addition, we currently rely on ChemSyn Laboratories, a department of EaglePicher Technologies, LLC, as our single supplier of Andarine. 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 our existing or any other third-party manufacturing arrangements on acceptable terms, if at all. If we are unable to continue relationships with Orion for Acapodene and ChemSyn for Andarine, or to do so at an acceptable cost, or if these suppliers fail to meet our requirements for these product candidates 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 Food and Drug Administration, or FDA, would delay or prevent the clinical development and commercialization of these product candidates.

Use of third-party manufacturers may increase the risk that we will not have adequate supplies of our product candidates.

       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.

       If we are not able to obtain adequate supplies of our product candidates, it will be more difficult for us to develop our product candidates and compete effectively. 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 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.

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       We cannot be certain that our present or future manufacturing partners will be able to comply with FDA mandated current Good Manufacturing Practice 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 supplies of our product candidates.

If third parties on whom we rely do not perform as contractually required or expected, we may not be able to obtain regulatory approval for or commercialize our product candidates.

       We do not have the ability to independently conduct clinical trials for our product candidates, and we must rely on third parties, such as contract research organizations, medical institutions, clinical investigators and contract laboratories to conduct our clinical trials. In addition, we rely on third parties to assist with our preclinical development of product candidates. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if the third parties need to be replaced, or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements or for other reasons, our preclinical development activities or clinical trials may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates.

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 our control, may require us to relinquish important rights or may otherwise be on terms unfavorable to us.

       We may not be successful in entering into collaborative arrangements with third parties. If we fail to enter into additional collaborative arrangements on favorable terms, it could delay or impair our ability to develop and commercialize our product candidates and could increase our costs of development and commercialization. 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;
	•	we may be required to relinquish important rights such as marketing and distribution rights;
	•	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;
	•	a collaborator could independently move forward with a competing product candidate developed either independently or in collaboration with others, including our competitors; and
	•	the collaborative arrangements are often terminated or allowed to expire, which would delay the development and may increase the cost of developing our product candidates.

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Risks Related to Our Intellectual Property

If our licenses from Orion Corporation and the University of Tennessee Research Foundation terminate, we may not be able to develop and commercialize Acapodene, Andarine and two of our preclinical product candidates.

       Our ability to commercialize Acapodene is highly dependent on a license from Orion Corporation and licenses from the University of Tennessee Research Foundation, and our ability to commercialize Andarine, Ostarine and Prostarine is highly dependent on licenses from the University of Tennessee Research Foundation. Without these licenses, we would not have the right to commercialize these product candidates for any indication prior to the expiration of the licensed patents, which could delay our development efforts and our ability to generate revenue.

       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 patents and patent applications relating to Acapodene that we license. The term of each of our licenses from the University of Tennessee Research Foundation is the longer of 20 years or the term of any licensed patent having a valid claim covering the licensed technology. However, each of Orion and the University of Tennessee Research Foundation has the right to terminate the license it granted to us under specified circumstances, although we do not believe that the occurrence of any of these circumstances is likely. For example, Orion has the right to terminate the license as a result of a material breach of the license agreement by us that is not cured, our bankruptcy or the acquisition of us by a direct competitor of Orion with respect to toremifene. The University of Tennessee Research Foundation has the right to terminate each of the licenses it granted to us under specified circumstances, including in the event that we breach the license agreement and do not cure the breach or in the case of our bankruptcy.

Our license agreement with Orion Corporation is limited to specific fields of use of toremifene and will limit our ability to market Acapodene.

       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 breast pain and enlargement as side effects of advanced prostate cancer therapy. The license is exclusive in North America and Japan in these fields. 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.

       Under the terms of our license agreement with Orion, Orion may require us to modify our final Acapodene development plans for specified major markets if such development plans could adversely affect toremifene outside the fields that Orion has licensed to us. Although we do not believe that our development plans adversely affect toremifene outside the licensed fields, any future modifications to our plans may limit our ability to maximize the commercial potential of Acapodene.

       Furthermore, 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. While we are not currently developing any product candidate that would compete with toremifene in the licensed field, 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.

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If some or all of our patents expire or are invalidated or are unenforceable, or if some or all of our or our patent applications do not yield issued patents or yield patents with narrow claims, we may be subject to competition from third parties with products with the same active pharmaceutical ingredients as our product candidates.

       Our commercial success will depend in part on obtaining and maintaining patent and trade secret protection for our product candidates, the methods used to manufacture these product candidates and the methods for treating patients using these product candidates. We will be able to protect our product candidates and our technologies from unauthorized use by third parties only to the extent that valid and enforceable patents or trade secrets cover them.

       Even if our product candidates and technologies are covered by valid and enforceable patents, the patents will provide protection only for a limited amount of time. For example, the patents that we have licensed from Orion covering the composition of matter of toremifene expire in the United States in 2009 and are likely to expire in countries outside the United States before we commercialize Acapodene. As a result, outside the United States and in the United States after 2009, we will need to rely primarily on the protection afforded by method of use patents that have issued or may issue in respect of our owned or licensed patent applications relating to the use of Acapodene for the relevant indications. To date, most of these pending method of use patent applications have not yielded issued patents.

       Our and our collaborators’ ability to obtain patents is highly uncertain because, to date, some legal principles remain unresolved and there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States, and 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.

       Even if patents are issued regarding our product candidates or methods of using them, those patents can be challenged by our competitors who can argue such patents are invalid. Patents also will not protect our product candidates if competitors devise ways of making these product candidates without legally infringing our patents. Generic drug laws provide incentives to manufacturers to challenge patent validity, make generic versions of a drug or submit abbreviated new drug applications.

       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. 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 generic toremifene products could decrease 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.

       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. Method of use patents may not protect Acapodene from the risk of off-label sale or use of the subject compounds. Physicians are permitted to prescribe legally available drugs for uses that

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       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 equivalent 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 these generic versions of toremifene for indications that are protected by these method of use patents and pending patent applications. Moreover, because Orion has licensed and could further license other parties to market, sell and distribute toremifene for other indications in the United States and elsewhere, physicians could prescribe these products sold pursuant to another Orion license off-label. This further increases the risk of off-label competition developing for Acapodene for the indications for which we are developing this product candidate. In addition, if no patents issue in respect of our pending method of use patent applications related to the use of Acapodene, 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 equivalent to Acapodene for the indications covered by our pending method of use patent applications.

If we infringe intellectual property rights of third parties, it will adversely affect our business.

       There is a risk that we are infringing the proprietary rights of third parties because numerous United States and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields that are the focus of our drug discovery and development efforts. Others might have been the first to make the inventions covered by each of our or our licensors’ pending patent applications and issued patents and might have been the first to file patent applications for these inventions. 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 our product candidates. In addition, the production, manufacture, commercialization or use of our product candidates may infringe existing patents of which we are not aware. Defending ourselves against third-party claims, including litigation in particular, would be costly and time consuming and would divert management’s attention from our business, which could lead to delays in our development or commercialization efforts. If third parties are successful in their claims, we might have to pay substantial damages or take other actions that are adverse to our business.

       As a result of intellectual property infringement claims, or to avoid potential claims, we might:

	•	be prohibited 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;
	•	be required to pay substantial royalties or grant a cross license to our patents to another patent holder; or
	•	be required to redesign the formulation of a product candidate so it does not infringe, which may not be possible or could require substantial funds and time.

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Risk Related to Regulatory Approval of Our Product Candidates

If we are not able to obtain required regulatory approvals, we will not be able to commercialize our product candidates, and our ability to generate revenue will be materially impaired.

       Our product candidates and the activities associated with their development and commercialization are subject to comprehensive regulation by the FDA, and other regulatory agencies in the United States and by comparable authorities in other countries. Failure to obtain regulatory approval for a product candidate will prevent us from commercializing the product candidate. We have not received regulatory approval to market any of our product candidates in any jurisdiction and have only limited experience in preparing and filing the applications necessary to gain regulatory approvals. 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. According to the FDA, a Phase I clinical trial typically takes several months to complete, a Phase II clinical trial typically takes several months to two years to complete and a Phase III clinical trial typically takes one to four years to complete. Industry sources report that the preparation and submission of new drug applications, or NDAs, which are required for regulatory approval, generally take six months to one year to complete after completion of a pivotal clinical trial. Industry sources also report that approximately 10 to 15% of all NDAs accepted for filing by the FDA are rejected and that FDA approval, if granted, usually takes approximately one year after submission of an NDA, although it make take longer if additional information is required by the FDA. In addition, an industry source reports that only one out of five product candidates that enter clinical trials will ultimately be approved by the FDA for commercial sale.

       Changes in the regulatory approval policy during the development period, changes in or the enactment of additional regulations or statutes, or changes in regulatory review for each submitted product application, may cause delays in the approval or rejection of an application. Even if the FDA approves a product candidate, the approval may impose significant restrictions on the indicated uses, conditions for use, labeling, advertising, promotion, marketing and/or production of such product, and may impose ongoing requirements for post-approval studies, including additional research and development and clinical trials. The FDA also may impose various civil or criminal sanctions for failure to comply with regulatory requirements, including withdrawal of product approval.

       Furthermore, the approval procedure and the time required to obtain approval varies among countries and can involve additional testing beyond that required by the FDA. Approval by one regulatory authority does not ensure approval by regulatory authorities in other jurisdictions.

       The FDA has substantial discretion in the approval process and 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 for this indication, the FDA may require more than one pivotal Phase III clinical trial in order to grant marketing approval of Acapodene for this indication which could delay the approval process. In addition, varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent regulatory approval of a product candidate.

       We do not expect to receive regulatory approval for the commercial sale of any of our product candidates for a number of years. The inability to obtain FDA approval or approval from comparable authorities in other countries would prevent us from commercializing our product candidates in the United States or other countries. See “Government Regulation” beginning on page 53 for additional information.

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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. If these products do not achieve an adequate level of acceptance, we may not generate material product revenues and we may not become profitable. The degree of market acceptance of our product candidates, if approved for commercial sale, will depend on a number of factors, including:

	•	the prevalence and severity of any side effects;
	•	potential advantages over alternative treatments;
	•	the ability to offer our product candidates 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 we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, 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. There are risks involved with establishing our own sales and marketing capabilities, as well as entering into arrangements with third parties to perform these services. For example, developing a sales force is expensive and time-consuming and could delay any product launch. In addition, 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 any products that we develop ourselves.

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

       Many patients will not be capable of paying for any products that we may develop themselves and will rely on Medicare and Medicaid, private health insurers and other third-party payors to pay for their medical needs. If third-party payors do not provide coverage or reimbursement for any products that we may develop, our revenues and prospects for profitability will suffer. 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.

       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 12 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. The conduct of such a clinical trial could be expensive and result in delays in our commercialization. Third-party payors are challenging the

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       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.

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 our product candidates in human clinical trials and will face an even greater risk if we commercially sell any products that we may develop. If we cannot successfully defend ourselves against claims that our product candidates caused injuries, 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;
	•	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. 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. In addition, significant delays in the development of our product candidates could allow our competitors to bring products to market before us and impair our ability to commercialize our product candidates.

       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. The occurrence of such off-label uses could significantly reduce our ability to market and sell any products that we may develop. For example, although there are no products that have been approved by the FDA to treat multiple side effects of advanced prostate cancer therapy, we are

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       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. 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.

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 our product candidates.

       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. If we are not able to attract and keep senior management and key scientific personnel, particularly Dr. Mitchell S. Steiner, we may not be able to successfully develop or commercialize our product candidates. All of our employees are at-will employees and can terminate their employment at any time. We do not carry “key person” insurance covering members of senior management, other than $15 million of insurance covering Dr. Steiner.

We will need to hire additional employees in order to continue our clinical trials and commercialize our product candidates. Any inability to manage future growth could harm our ability to commercialize our product candidates, increase our costs and adversely impact our ability to compete effectively.

       In order to continue our clinical trials and commercialize our product candidates, 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 our product candidates and to compete effectively will depend, in part, on our ability to manage any future growth effectively.

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Risks Related to the Offering

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 net tangible 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 tangible assets after subtracting our liabilities. As a result, investors purchasing common stock in this offering will incur immediate dilution of $                    per share. 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.

Market volatility may cause our stock price and the value of your investment to decline.

       Our stock price is likely to be volatile. Investors purchasing common stock in this offering may not be able to resell their shares at or above the initial public offering price. 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 our product candidates or delays in the FDA review process;
	•	actions taken by regulatory agencies with respect to our product candidates, our clinical trials or our sales and marketing activities;
	•	the commercial success of any product approved by the FDA or its foreign counterparts;
	•	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;
	•	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.

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       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, which would hurt our financial condition and results of operations and divert management’s attention and resources, which could result in delays of our clinical trials or commercialization efforts.

After this offering, our officers, directors and largest stockholders will maintain the ability to control all matters submitted to stockholders for approval.

       Based on our outstanding shares as of September 30, 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 September 30, 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 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.

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We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

       Our management will 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. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline and delay the development of our product candidates.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

       Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have outstanding                    shares of common stock based on the number of shares outstanding as of September 30, 2003. This includes the shares that we are selling in this offering, which may be resold in the public market immediately. The remaining 2,239,033 shares, or           % of our outstanding shares after this offering, are currently restricted as a result of securities laws or lock-up agreements but will be able to be sold in the near future as set forth below.

Number of Shares and
% of Total Outstanding		Date Available for Sale Into Public Market
1,905,618 shares, or      %		180 days after the date of this prospectus due to lock-up agreements between the holders of these shares and the underwriters. However, the underwriters can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time.
333,415 shares, or      %		Between 180 and 365 days after the date of this prospectus, depending on the requirements of the federal securities laws.

       Moreover, after this offering, J.R. Hyde, III, Oracle Partners, L.P. and Memphis Biomed Ventures I, L.P., three of our largest stockholders, and their affiliates, who held in the aggregate 1,316,081 shares of common stock as of September 30, 2003, will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register all shares of common stock that we may issue under our employee benefit plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described in “Underwriting.” For additional information, see “Shares Eligible for Future Sale” on page 79.

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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 our 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

       The payment of accrued dividends on our outstanding preferred stock will result in the issuance of additional shares of our common stock upon completion of this offering. As of September 30, 2003, approximately $5.6 million of dividends had accrued on our preferred stock. If our preferred stock had been converted into common stock on September 30, 2003, we would have issued 94,897 shares of our common stock in satisfaction of our accrued dividend obligations.

       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 September 30, 2003:

	•	on an actual basis; and
	•	on an as adjusted basis to reflect the conversion into common stock of all outstanding shares of preferred stock and dividends accrued thereon through September 30, 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 September 30, 2003 and excludes:

	•	94,000 shares of common stock issuable upon exercise of options issued under our current stock option plans, at a weighted average exercise price of $50.77 per share; and
	•	56,900 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 and 2003 Non-Employee Directors’ Stock Option 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 September 30, 2003
			Actual				As Adjusted
			(unaudited)
			(in thousands, except
			share data)
Cash and cash equivalents			$	19,788			$
Cumulative redeemable convertible preferred stock, no par value:
	1,677,500 shares authorized and 1,231,955 shares issued and outstanding, actual; and no shares authorized, issued or outstanding, as adjusted			162,978
Stockholders’ (deficit) equity:
Common stock, par value $0.001 per share:
	10,000,000 shares authorized, actual and as adjusted; 910,000 shares issued and outstanding, actual;         shares issued and outstanding, as adjusted			970
Deferred stock compensation				(3,408	)
Additional paid-in capital				3,491
Deficit accumulated during the development stage				(144,891	)
Total stockholders’ (deficit) equity				(143,838	)
	Total capitalization		$	19,140			$

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DILUTION

       The historical net tangible book value of our common stock as of September 30, 2003 was ($143.9) million, or ($158.06) per share, based on the number of shares of common stock outstanding as of September 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.

       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 as adjusted net tangible book value as of September 30, 2003 would have been approximately $                    million, or $          per share of common stock. This represents an immediate increase in 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 September 30, 2003		$	(158.06	)
	Increase in net tangible book value per share attributable to this offering
As adjusted net tangible book value per share after this offering
Dilution per share to new investors in this offering							$

       The following table summarizes, on an as adjusted basis as of September 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 as adjusted net tangible book value per share after the offering would be $                     per share, the increase in 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.

       The existing stockholders amounts in the table above have been calculated based on shares outstanding as of September 30, 2003 and excludes:

	•	94,000 shares of common stock issuable upon exercise of options issued under our current stock option plans, at a weighted average exercise price of $50.77 per share; and
	•	56,900 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 and 2003 Non-Employee Directors’ Stock Option Plan, which we plan to adopt before the completion of this offering.

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       After this offering and assuming the exercise in full of all of the foregoing options, our as adjusted net tangible book value per share as of September 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

       You should read the selected financial data below 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. We derived the selected financial data for each of the five fiscal years in the period ended December 31, 2002 from our financial statements which have been examined and reported upon by Ernst & Young LLP, independent public accountants. See “Experts.” We derived the data presented for the nine-month periods ended September 30, 2002 and September 30, 2003 from unaudited financial statements which 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 nine-month period ended September 30, 2003 are not necessarily indicative of the results to be expected for the full fiscal year.

       We computed pro forma net loss per share for the year ended December 31, 2002 and the nine months ended September 30, 2003 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.

																							Nine Months Ended
			Year Ended December 31,																				September 30,
			1998				1999				2000				2001				2002				2002				2003
																							(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			$	6,408			$	7,123
	General and administrative			179				256				1,203				2,187				2,405				1,830				2,339
	Depreciation			19				45				80				215				332				240				264
Total operating expenses				383				819				3,962				8,146				12,022				8,478				9,726
Other income:
	Research and development income			225				—				—				—				—				—				—
	Interest income			42				69				150				83				156				105				79
Total other income				267				69				150				83				156				105				79
Net loss				(116	)			(750	)			(3,812	)			(8,063	)			(11,866	)			(8,373	)			(9,647	)
Accrued preferred stock dividends				—				(83	)			(297	)			(790	)			(2,147	)			(1,466	)			(2,300	)
Adjustment to preferred stock redemption value				—				—				(21,077	)			(57	)			(7,220	)			(7,147	)			(76,666	)
Net loss attributable to common stockholders			$	(116	)		$	(833	)		$	(25,186	)		$	(8,910	)		$	(21,233	)		$	(16,986	)		$	(88,613	)
Net loss per share attributable to common stockholders, basic and diluted:			$	(.13	)		$	(.92	)		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(18.67	)		$	(97.38	)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted:				910,000				910,000				910,000				910,000				910,000				910,000				910,000
Pro forma net loss per share attributable to common stockholders — basic and diluted																			$	(6.81	)						$	(4.98	)
Shares used in computing pro forma net loss per share attributable to common stockholders — basic and diluted																				1,742,563								1,935,968

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		As of December 31,																				As of
																						September
		1998				1999				2000				2001				2002				30, 2003
																						(unaudited)
		(in thousands)
Balance Sheet Data:
Cash and cash equivalents		$	748			$	1,542			$	2,667			$	8,834			$	8,925			$	19,788
Working capital			743				1,435				2,241				8,544				7,654				18,280
Total assets			870				1,678				3,201				10,117				10,030				21,107
Cumulative redeemable convertible preferred stock			—				1,538				27,912				43,702				64,026				162,978
Deficit accumulated during development stage			(116	)			(949	)			(26,135	)			(35,045	)			(56,278	)			(144,891	)
Total stockholders’ (deficit) equity			854				21				(25,165	)			(34,075	)			(55,308	)			(143,838	)

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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 known as high grade prostatic intraepithelial neoplasia, or high grade PIN, and (2) a pivotal Phase III clinical trial for the treatment of serious side effects of advanced prostate cancer therapy known as androgen deprivation therapy. We are initially developing our second product candidate, Andarine, for the treatment of cachexia from various types of cancer. Cancer cachexia is a muscle wasting condition that is a potentially life-threatening complication of many cancers. 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 September 30, 2003, we had a deficit accumulated during the development stage of $144.9 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 $110.6 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.

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Research and Development

       Since our inception, we have been focused on drug discovery and development programs. Research and development expenses represented approximately 73% of our total operating expenses for the nine-month period ended September 30, 2003 and 76% of our total operating expenses for the nine-month period ended September 30, 2002. Research and development expenses include our expenses for:

	•	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

																		Nine Months
Program/						Year Ended												Ended								Inception
Product						December 31,												September 30,								Through
Candidate/		Development																								September 30,
Indication		Phase		Status		2000				2001				2002				2002				2003				2003
						(in thousands)
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			$	2,015			$	2,271			$	10,562
• Side effects of androgen deprivation therapy		Pivotal Phase III clinical trial		Pivotal Phase III clinical trial initiated in November 2003		$	—			$	—			$	807			$	606			$	661			$	1,468

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																			Nine Months
Program/							Year Ended												Ended								Inception
Product							December 31,												September 30,								Through
Candidate/			Development																								September 30,
Indication			Phase		Status		2000				2001				2002				2002				2003				2003
							(in thousands)
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			$	2,811			$	3,489			$	10,194
Other product candidates			Preclinical				$	554			$	878			$	1,176			$	976			$	702			$	3,310
Total research and development spending							$	2,679			$	5,744			$	9,285			$	6,408			$	7,123			$	25,534

       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;

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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; 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 Nine Months Ended September 30, 2003 and September 30, 2002

       Research and Development. Research and development expenses increased 11.2% to $7.1 million for the nine months ended September 30, 2003 from $6.4 million for the nine months ended September 30, 2002. The increase was due primarily to an increase in research and development expenses for Andarine of approximately $677,000 of Phase I clinical trial expenses. Research and development expenses also increased 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 $256,000, as enrollment in the clinical trial was completed in May 2003. These increases were offset in part by a reduction in research and development spending on other product candidates of approximately $274,000.

       We expect that research and development expenditures will continue to increase substantially during 2003 and subsequent years due to (1) the 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 27.8% to $2.3 million for the nine months ended September 30, 2003 from $1.8 million for the nine months ended September 30, 2002. The increase was primarily due to an increase in salary and benefits expense of approximately $241,000 resulting from increases in staffing levels, annual salary increases and increased health insurance costs and an approximate $98,000 increase in professional fees. The increase in general and administrative expenses for the nine months ended September 30, 2003 included amortization of stock-based compensation expense of $83,000. In September 2003, in anticipation of our proposed initial public offering, we recorded deferred stock-based compensation expense of $3.5 million. The expense will be amortized over the service period, which is generally five years.

       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.

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       Interest Income. Interest income for the nine months ended September 30, 2003 was $79,000 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 or fair value, of the preferred stock. The adjustment for the nine months ended September 30, 2003 was an increase of $76.7 million, $56.07 per share, as compared to an increase of $7.1 million, $9.10 per share, for the nine months ended September 30, 2002. The per share redemption value was $57.66 as of December 31, 2001, $66.76 as of September 30, 2002, $66.76 as of December 31, 2002 and $122.83 as of September 30, 2003. The increases in the redemption value for the nine months ended September 30, 2003 and 2002 were the result of the achievement of significant milestones in clinical trials and general market conditions and, for the nine months ended September 30, 2003, was made in connection with our anticipated initial public offering. 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 61.6% 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 by approximately $419,000 associated with increases in staffing levels, offset by a reduction in legal fees of approximately $72,000 and travel expenses of approximately $40,000. 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, 2002.

       Interest Income. Interest income increased 88% 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. The adjustment for the year ended December 31, 2002 was an increase of $7.2 million, or $9.10 per share, as compared to an increase of $57,000 for the year ended December 31, 2001. The per share redemption value was $57.66 as of December 31, 2000, $57.66 as of December 31, 2001 and $66.76 as of December 31, 2002. The increase in the redemption value for the year ended December 31, 2002 was the result of the achievement of significant milestones in clinical trials and general market conditions.

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

       Research and Development. Research and development expenses increased 114.4% 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

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       General and Administrative. General and administrative expenses increased 81.8% 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 44.7% 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. The adjustment for the year ended December 31, 2001 was an increase of $57,000, as compared to an increase of $21.1 million, or $50.38 per share, for the year ended December 31, 2000. The per share redemption value was $7.28 as of December 31, 1999, $57.66 as of December 31, 2000 and $57.66 as of December 31, 2001. The increase in the redemption value for the year ended December 31, 2000 was the result of the achievement of significant milestones in clinical trials and general market conditions.

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 September 30, 2003, we had a deficit accumulated during the development stage of $144.9 million, of which $110.6 million related to non-cash dividends and adjustments to the preferred stock redemption value.

       The following table summarizes our issuances of preferred stock through September 30, 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 September 30, 2003, we had cash and cash equivalents of $19.8 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 for the year ended December 31, 2002 and $9.1 million for the nine months ended September 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 for the year ended December 31, 2002 and $60,000 for the nine months ended September 30, 2003, primarily for the purchase of research and development equipment.

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       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 and $20.0 million for the nine months ended September 30, 2003.

       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 complete development of 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;
	•	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

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       We have no long-term debt, and, as of September 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		$	404			$	202			$	202			$	—			$	—

       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 realize our deferred tax assets in the future, an adjustment to the valuation allowance would increase net income in the period such determination is made.

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. In anticipation of this offering, we determined that, for financial reporting purposes, the estimated value of our common stock was in excess of the exercise price for stock options issued to employees subsequent to June 30, 2003. Accordingly, we recorded deferred stock-based compensation and are amortizing the related expense over the service period, which is generally five years. Our compensation expense would have been approximately $115,000 higher and our diluted net loss per share attributable to common stockholders 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

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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 requirements are effective for interim periods beginning after December 15, 2002. The adoption of this standard did not have a material impact on our financial statements.

       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 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. Cancer cachexia is a muscle wasting condition that is a potentially life-threatening complication of many cancers. 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 known as high grade prostatic intraepithelial neoplasia, or high grade PIN. 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 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, the growth factor for prostate cancer. Androgen deprivation therapy is the standard 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 commenced a pivotal Phase III clinical trial of Acapodene for this indication 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. 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 multiple product candidates that we are evaluating in preclinical and toxicology studies to support the possible commencement of clinical trials. Our current preclinical product candidates focus on the treatment of major indications in men’s health, including benign prostatic hyperplasia, or BPH, a benign prostate enlargement that results in obstruction of the urinary tract; osteoporosis; testosterone deficiency in aging men, or andropause; and prostate cancer.

       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.

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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 stimulate testosterone’s beneficial action in bone, muscle and brain, while blocking testosterone’s harmful action in the prostate and skin. We further believe that SARMs will have the ability to either cross or not cross into the central nervous system and to selectively modulate receptors depending on tissue type. As a result, although no SARMs have been commercialized to date, we believe that

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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				Pivotal Phase III clinical trial initiated 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 selective estrogen receptor modulator, or 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. Our license rights are exclusive in North America and Japan. Toremifene is an FDA-approved SERM product for the treatment of advanced breast cancer in post-menopausal women that has been marketed in the United States as Fareston by Shire Pharmaceuticals Group since 1999 and by other companies in other countries for over 10 years. We licensed rights to toremifene based on our belief that a SERM potentially could reduce the incidence of prostate cancer in men with high grade PIN and the established safety and

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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. Precancerous prostate lesions known as high grade prostatic intraepithelial neoplasia, or 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. Phase IIa clinical trials typically evaluate efficacy and safety and determine the optimal dosing regimen. 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 not perform long-term follow-up on the patients in the trial. Each patient underwent a prostate biopsy to detect high grade PIN at the beginning and end of the four-month trial period. Results

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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 principal indication of efficacy that we are seeking to verify, or primary endpoint, of the trial is the incidence of prostate cancer, and the ancillary indication of efficacy that we are seeking to verify, or 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 this Phase IIb clinical trial of Acapodene together with a single pivotal Phase III clinical trial will be sufficient to support an application with the FDA for marketing approval of Acapodene for this indication. We are evaluating the protocol of this pivotal Phase III trial and anticipate initiating the trial in the second half of 2004.

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 therapy, which reduces blood levels of testosterone, the growth factor for prostate cancer. Androgen deprivation therapy 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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       In November 2003, we initiated a pivotal Phase III clinical trial of Acapodene in patients undergoing androgen deprivation therapy for advanced, recurrent or metastatic prostate cancer. We designed 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 is the incidence of skeletal fractures. The secondary endpoints of the trial 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 selective androgen receptor modulator, or 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 testosterone deficiency in aging men, or 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. Muscle wasting weight loss from cancer, or 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 early 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 benign prostatic hyperplasia, or BPH, a benign prostate enlargement that results in obstruction of the urinary tract; 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 selective androgen receptor modulator, or 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. Our license rights are exclusive in North America and Japan. 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 patents and patent applications relating to Acapodene that we control. 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 our 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 the FDA’s current Good Manufacturing Practice 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. In addition, under the terms of our agreement with Orion, we have agreed to purchase our requirements of toremifene tablets from Orion during the term of the agreement, which extends beyond the term of Orion’s patents with respect to the composition of matter of toremifene. There are a number of circumstances in which Orion is required to grant manufacturing

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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 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.

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 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 believe that Acapodene, as a single product candidate, has the potential to treat multiple side effects.

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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. Our license rights are exclusive in North America and Japan. 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. This patent is likely to expire in countries outside the United States before we commercialize Acapodene. As a result, outside of the United States and in the United States after 2009, we will need to rely primarily on the protection afforded by method of use patents that may issue in respect

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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 composition of matter of toremifene in some countries, competitors could market and sell generic versions of Fareston in a 60 mg dose. Therefore, if Fareston becomes available at competitive prices and in doses that are appropriate for the indications for which we are developing Acapodene, off-label sales of Fareston or generic versions of Fareston could reduce sales of Acapodene.

       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

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       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 rights to file 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 current Good Manufacturing Practice regulations. The current Good Manufacturing Practice 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 current Good Manufacturing Practice 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.

       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 abbreviated new drug application or 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 a full NDA, as opposed to an abbreviated new drug application or a new drug application in which the applicant does not own or have a legal right of reference to all of the data required for approval, 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

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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 abbreviated new drug applications for generic versions of their drugs. The abbreviated new drug application 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 abbreviated new drug application 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 abbreviated new drug application or a new drug application in which the applicant does not own or have a legal right of reference to all of the data required for approval 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. Alternatively, after this 45-day period, the applicant may file a declaratory judgment action, seeking a determination that the patent is invalid or will not be infringed. Depending on the circumstances, however, the applicant may not be able to demonstrate a controversy sufficient to confer jurisdiction on the court. 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 abbreviated new drug application or a new drug application in which the applicant does not own or have a legal right of reference to all of the data required for approval. 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, and essentially codified under the recent Medicare prescription drug legislation, the patent owner and the NDA holder have the opportunity to trigger only a single 30-month stay per abbreviated new drug application or a new drug application in which the applicant does not own or have a legal right of reference to all of the data required for approval. Once the abbreviated new drug application or a new drug application in which the applicant does not own or have a legal right of reference to all of the data required for approval 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

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       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.

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 11 were Ph.D.s and 3 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 October 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.			43			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			41			Chief Financial Officer
Rosemary Mazanet, M.D., Ph.D.(1)(2)(3)			48			Director
John H. Pontius(1)(2)(3)			48			Director
Other Key Employees
K. Gary Barnette, Ph.D.			36			Director of Regulatory Affairs
T. Gary Bird, Ph.D.			51			Director of Manufacturing
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,

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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.

       T. Gary Bird, Ph.D. has served as our Director of Manufacturing since October 2003. From 1995 to October 2003, Dr. Bird was a Senior Regulatory Scientist, Senior Quality Consultant and Quality Technical Advisor for Biotechnology in Corporate Quality Assurance at Eli Lilly and Company. Dr. Bird provided regulatory and quality direction to the biotechnology component of Eli Lilly with respect to facility construction and operation. From 1992 to 1995, Dr. Bird was the Assistant to the Deputy Director, Center for Biologics Evaluation and Research at the FDA. Dr. Bird holds a B.S. from the University of Memphis in Invertebrate Zoology/Chemistry, an M.S. from the University of

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       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.

       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.

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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 and effectiveness 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, overseeing, compensating and engaging our independent auditors;
	•	reviewing our financial statements and reports and discussing the statements and reports with our management and our independent auditor, 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.

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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.

       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 common stock to our non-employee directors except for Mr. Hyde and any other non-employee director who owns ten percent or more of the combined voting power of our outstanding securities. Prior to adoption of our 2003 Non-Employee Directors’ Stock Option Plan, we did not make option grants to our non-employee directors. Upon completion of this offering, each of our non-employee directors except for Mr. Hyde and any other non-employee director who owns ten percent or more of the voting power of our outstanding securities will receive an initial option to purchase                      shares of common stock and annual option grants to purchase                     shares of common stock starting at the annual stockholders meeting to be held in 2004. Please refer to the section entitled “Benefit Plans — 2003 Non-Employee Directors’ Stock Option Plan” for a more detailed explanation of the terms of these stock options.

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 5,500 shares of our common stock to our employees, including a grant to one of our named executive officers. The exercise price per share of each option granted during 2002 was equal to the fair market value of our common stock as determined by our Board of Directors on the date of grant.

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       The following table shows information regarding grants of stock options to our named executive officers during the fiscal year ended December 31, 2002. We have never granted any stock appreciation rights.

Potential

Option Grants in Last Fiscal Year

Realizable Value

Potential

at Assumed

Realizable

Number

Annual Rates

Value at

of

of Stock Price

Assumed

Securities

Percent of

Appreciation

Public

Underlying

Total Options

Exercise

for Option Terms(2)

Offering Price

Options

Granted to

Price Per

Expiration

Name

Granted(#)

Employees(%)(1)

Share ($)

Date

5% ($)

10% ($)

($)

Mark E. Mosteller

2,000

36.4

%

$

57.66

April 2012

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(1)	Based on aggregate of 5,500 shares subject to options granted to our employees in 2002, including the named executive officers.
(2)	Potential realizable values are computed by (1) multiplying the number of shares of common stock subject to a given option by an assumed initial public offering price of $               , (2) assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rate shown in the table for the entire ten-year term of the option and (3) subtracting from that result the aggregate option exercise price. The 5% and 10% assumed annual rates of stock price appreciation are mandated by the rules of the SEC and do not reflect our estimate or projection of future stock prices. Actual gains, if any, on stock option exercises will depend on the future performance of the common stock and the date on which the options are exercised.

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 the difference between an assumed initial public offering price of $          per share and the per share option exercise price. None of our named executive officers exercised any stock options during 2002.

		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

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       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, such equity awards will become fully vested, and, if applicable, exercisable 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. The standard form of stock option agreement provides for the option to become fully vested and exercisable if the option holder’s service with the company or its successor terminates within 12 months after a change of control and the termination of service is a result of an involuntary termination without cause or a constructive termination.

       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 in control, the outstanding options under the Plan granted to non-employee directors will become fully vested and exercisable as of such change in control. In addition, such non-employee director’s options shall become fully vested and exercisable if such director must resign as a condition of the change in control.

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, $202,000 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 in 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 in 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

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       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 September 30, 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 September 30, 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 the 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 anniversary of the date of grant. If the 1999 Stock Option Plan or the 2000 Stock Option Plan is terminated, all outstanding options will become fully vested and exercisable.

       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 granted under the 1999 Stock Option Plan and 2000 Stock Option Plan, 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

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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 31,250 shares of common stock were outstanding under the 2001 Stock Option Plan as of September 30, 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 50,000 shares of common stock were outstanding under the 2002 Stock Option Plan as of September 30, 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.

       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.

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       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 granted under the 2001 Stock Option Plan or 2002 Stock Option Plan, 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 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 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.

2003 Equity Incentive Plan

       We adopted and our stockholders approved our 2003 Equity Incentive Plan in                     2003 to become effective upon the effective date 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 2005 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 or forfeited 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

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       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. The plan administrator may also amend the terms of the plan and outstanding equity awards. Amendments to the 2003 Equity Incentive Plan are subject to shareholder approval to the extent required by law, rule or regulation. In addition, the plan administrator may amend an option to lower its exercise price or exchange an option for an option with a lower exercise price, another equity award, cash or any other valuable consideration or may take any other action that is treated as a repricing under generally accepted accounting principles.

       Nonstatutory Stock Options. Nonstatutory stock options will be granted pursuant to nonstatutory stock option agreements. The plan administrator determines the exercise price for a nonstatutory stock option. Options granted under the 2003 Equity 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 of our affiliates, 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, 18 months in the event of death and 24 months in the event of retirement, 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, death or retirement 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 plan administrator and may include cash, common stock previously owned by the optionee, a broker assisted exercise and the net exercise of the option.

       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 or the recipient’s past or future services performed or to be performed for us or any of our affiliates. 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 2003 Equity 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 2003 Equity Incentive Plan. If an awardee’s service relationship with us, or any of our affiliates, ceases

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       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 any 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, such equity awards will become fully vested and exercisable 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. The standard form of stock option agreement provides for options to become fully vested and exercisable if an optionee is involuntarily terminated without cause or has a constructive termination, in either case, within twelve months after the change in control.

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 effective date 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 who own less than ten percent of the combined voting power of our then outstanding securities.

       Share Reserve. The aggregate number of shares of common stock that may be issued pursuant to options granted under the 2003 Non-Employee Directors’ Plan is                      shares, which amount will be increased annually on January 1st of each year, from 2005 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 2003 Non-Employee Directors’ Plan.

       Administration. Our Board of Directors will administer the 2003 Non-Employee Directors’ Plan. The exercise price of the options granted under the 2003 Non-Employee Directors’ Plan will be equal to the fair market value of the common stock on the date of grant; provided, however that initial grants made within three months after the initial public offering will have an exercise price equal to the offering price. No option granted under the 2003 Non-Employee Directors’ Plan may be exercised after the expiration of ten years from the date it was granted. Options granted under the 2003 Non-Employee Directors’ Plan are transferable only to the extent permitted under the rules of a Form S-8 registration statement. In addition, such options are transferable by will or by the laws of

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       Automatic Grants. Upon the completion of this offering, each eligible non-employee director will automatically be granted an option to purchase                      shares of common stock, the initial grant. Any individual who becomes an eligible non-employee director after this offering will automatically be granted the initial grant upon election to the Board of Directors. Any person who is an eligible non-employee director on the day after an annual meeting of our stockholders, commencing with our annual meeting in 2005, automatically will be granted an option to purchase            shares of common stock, the annual grant, on such date; provided, however, that an eligible non-employee director will not receive an annual grant until the first annual meeting that is at least one year after the date of his or her initial grant. Initial grants and annual grants vest in 3 equal annual installments.

       Changes in Control. In the event of specified corporate transactions, all outstanding options under the 2003 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, such options will become fully vested and exercisable and such options will be terminated if not exercised prior to the effective date of such corporate transaction. In the event of specified changes in control, outstanding options granted under the 2003 Non-Employee Directors’ Plan granted to non-employee directors will become fully vested and exercisable as of the change in control. In addition, options held by non-employee directors will become fully vested and exercisable if such director must resign from our Board of Directors as a condition of a change in control.

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 for most employees 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.

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;

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	•	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 five percent of our capital stock had or will have a direct or indirect material interest, other than the employment agreements 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 five percent 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, as of September 30, 2003, the holders of registration rights will be entitled to include their 1,316,081 shares of common stock. In addition, as of September 30, 2003, the holders of approximately 1,282,755 shares of common stock and their transferees may require us, on not more than two occasions from each holder of demand registration rights at any time after 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.”

Transaction 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 September 30, 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 September 30, 2003, the conversion of all outstanding shares of our preferred stock and the dividends accrued thereon through September 30, 2003 into 1,329,033 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 September 30, 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)				301,878				13.5	%				%
	200 Greenwich Avenue
	Greenwich, CT 06830
Directors and Named Executive Officers
J.R. Hyde, III(2)				1,036,503				46.3
Mitchell S. Steiner, M.D., F.A.C.S.(3)				618,975				27.7
Marc S. Hanover(4)				197,310				8.8
Mark E. Mosteller(5)				1,666				*
Henry P. Doggrell(6)				18,565				*
John H. Pontius(7)				79,924				3.6
Rosemary Mazanet, M.D., Ph.D.				—				—
All executive officers and directors as a group (7 persons)(8)				2,237,721				99.9

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

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(1)	Includes 79,965 shares held by Oracle Partners, L.P., 201,921 shares held by Oracle Investment Management, Inc. and 19,992 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 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 10,487 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, 33,326 shares held by Memphis Biomed Ventures I, L.P., an entity controlled by Mr. Hyde, and 21,420 shares held 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 96,285 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)	Includes 833 shares held 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, 6,000 shares that Mr. Doggrell has the right to acquire within 60 days of September 30, 2003 through the exercise of stock options and 417 shares held 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 and 7,686 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 upon the closing of this offering, and the conversion of our preferred stock and dividends accrued thereon through September 30, 2003 into 1,329,033 shares of common stock, which will occur upon the closing of this offering, as if such conversion had occurred on September 30, 2003.

       Upon the closing 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 September 30, 2003, we had 32 stockholders, 910,000 shares of common stock issued and outstanding and 1,231,955 shares of preferred stock issued and outstanding, which, together with dividends accrued thereon through September 30, 2003, are convertible into 1,329,033 shares of common stock. In addition, as of September 30, 2003, options to purchase 94,000 shares of common stock were issued and outstanding. Based on our outstanding capital stock as of September 30, 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 September 30, 2003, at any time after the closing of this offering, the holders of 1,282,755 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 September 30, 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 1,316,081 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 EquiServe. The transfer agent’s address is 525 Washington Blvd., P.O. Box 2533, Suite 4691, 9th Floor, Jersey City, NJ 07310.

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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. The remaining 2,239,033 shares of common stock, based on the number of shares outstanding as of September 30, 2003, are restricted as a result of securities laws or lock-up agreements. 1,905,618 of these shares will be available for sale in the public market 180 days after the date of this prospectus. The remaining 333,415 shares will be available for sale in the public market between 180 and 365 days after the date of this prospectus, subject to early release from lock-up agreements as described below. A portion of the restricted 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.

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. 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.

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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, as of September 30, 2003 the holders of 1,316,081 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 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. 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 acting as the representatives of 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.

       At the request of GTx, the underwriters are reserving for sale, at the initial public offering price, to directors, officers, employees and friends through a directed share program up to           of the shares being offered. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase these reserved shares. Any reserved shares not so purchased will be offered to the general public on the same basis as the other shares offered under this prospectus.

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       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”.

       A prospectus in electronic format may be made available on a website maintained by one or more of the representatives of the underwriters and may also be made available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the underwriters to underwriters that may make Internet distributions on the same basis as other allocations.

       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

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       The shares may not be offered or sold, transferred or delivered, as part of their initial distribution or at any time thereafter, directly or indirectly, to any individual or legal entity in the Netherlands other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade, which includes banks, securities intermediaries, insurance companies, pension funds, other institutional investors and commercial enterprises which, as an ancillary activity, regularly trade or invest in securities.

       No underwriter has offered or sold, or will offer or sell, in Hong Kong, by means of any document, any shares other than to persons whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, or under circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, nor has it issued or had in its possession for the purpose of issue, nor will it issue or have in its possession for the purpose of issue, any invitation or advertisement relating to the shares in Hong Kong (except as permitted by the securities laws of Hong Kong) other than with respect to shares which are intended to be disposed of to persons outside Hong Kong or to be disposed of only to persons whose business involves the acquisition, disposal, or holding of securities (whether as principal or as agent).

       This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or sale, or invitation for subscription or purchase, of the shares to the public in Singapore.

       Each underwriter has acknowledged and agreed that the shares have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and in compliance with any other applicable requirements of Japanese law.

       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.

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

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Table of Contents

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.

Memphis, Tennessee

	/s/ Ernst & Young LLP

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GTx, Inc.

BALANCE SHEETS

															Pro Forma
															Stockholders’
			December 31,												Equity at
											September 30,				September 30,
			2001				2002				2003				2003
											(unaudited)				(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	8,834			$	8,925			$	19,788
	Acapodene inventory			154				—				121
	Prepaid expenses and other current assets			46				41				338
Total current assets				9,034				8,966				20,247
Property and equipment, net				1,083				1,064				860
Total assets			$	10,117			$	10,030			$	21,107
LIABILITIES, CUMULATIVE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Accounts payable		$	261			$	601			$	747
	Accrued expenses			229				711				1,220
Total current liabilities				490				1,312				1,967
8% Cumulative Redeemable Convertible Preferred Stock, at redemption value:
	Series A, $0.001 par value; 200,000 shares authorized, issued and outstanding at all periods, liquidation value of $1,770 at December 31, 2001, $1,889 at December 31, 2002 and $1,983 at September 30, 2003 (unaudited)			11,847				13,855				25,691
	Series B, $0.001 par value; 277,500 shares authorized, issued and outstanding at all periods, liquidation value of $5,581 at December 31, 2001, $5,989 at December 31, 2002 and $6,313 at September 30, 2003 (unaudited)			16,581				19,671				36,882
	Series C, $0.001 par value; 450,000 shares authorized, 260,154 issued and outstanding at all periods, liquidation value of $15,274 at December 31, 2001, $16,496 at December 31, 2002 and $17,468 at September 30, 2003 (unaudited)			15,274				19,102				37,213
	Series D, $0.001 par value; 300,000 shares authorized, 164,765 issued and outstanding at December 31, 2002 and September 30, 2003, liquidation value of $0 at December 31, 2001, $11,398 at December 31, 2002 and $12,073 at September 30, 2003 (unaudited)			—				11,398				22,238
	Series E, $0.001 par value; 450,000 shares authorized, 329,536 issued and outstanding at September 30, 2003, liquidation value of $0 at December 31, 2001 and December 31, 2002 and $20,236 at September 30, 2003 (unaudited)			—				—				40,954
	Total cumulative redeemable convertible preferred stock			43,702				64,026				162,978
Stockholders’ equity (deficit):
Common stock, $0.001 par value: 10,000,000 shares authorized; 910,000 shares issued and outstanding at December 31, 2001 and 2002 and September 30, 2003 (unaudited); 1,935,968 shares outstanding on a pro forma basis (unaudited)				1				1				1				2
Deferred stock compensation				—				—				(3,408	)			(3,408	)
Additional paid-in capital				969				969				4,460				167,706
Deficit accumulated during the development stage				(35,045	)			(56,278	)			(144,891	)			(145,159	)
Total stockholders’ (deficit) equity				(34,075	)			(55,308	)			(143,838	)		$	19,141
Total liabilities and stockholders’ deficit			$	10,117			$	10,030			$	21,107

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

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GTx, Inc.

STATEMENTS OF OPERATIONS

																							Cumulative
																							Period from
																							September 24,
															Nine Months Ended								1997 (date of
			Year Ended December 31,												September 30,								inception) to
																							September 30,
			2000				2001				2002				2002				2003				2003
															(unaudited)				(unaudited)				(unaudited)
Operating expenses:
	Research and development		$	2,679			$	5,744			$	9,285			$	6,408			$	7,123			$	25,534
	General and administrative			1,203				2,187				2,405				1,830				2,339				8,569
	Depreciation			80				215				332				240				264				955
Total operating expenses				3,962				8,146				12,022				8,478				9,726				35,058
Other income:
	Research and development income			—				—				—				—				—				225
	Interest income			150				83				156				105				79				579
Total other income				150				83				156				105				79				804
Net loss				(3,812	)			(8,063	)			(11,866	)			(8,373	)			(9,647	)			(34,254	)
Accrued preferred stock dividends				(297	)			(790	)			(2,147	)			(1,466	)			(2,300	)			(5,617	)
Adjustments to preferred stock redemption value				(21,077	)			(57	)			(7,220	)			(7,147	)			(76,666	)			(105,020	)
Net loss attributable to common stockholders			$	(25,186	)		$	(8,910	)		$	(21,233	)		$	(16,986	)		$	(88,613	)		$	(144,891	)
Net loss per share attributable to common stockholders, basic and diluted:			$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(18.67	)		$	(97.38	)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted				910,000				910,000				910,000				910,000				910,000
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)											$	(6.81	)						$	(4.98	)
Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)												1,742,563								1,935,968

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

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GTx, Inc.

STATEMENTS OF CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK AND

										Stockholders’ Equity (Deficit)
		Cumulative
		Redeemable																								Deficit
		Convertible																								Accumulated				Total
		Preferred Stock								Common Stock								Deferred				Additional				During the				Stockholders’
																		Stock				Paid-in				Development				Equity
		Shares				Amount				Shares				Amount				Compensation				Capital				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				1				—				969				—				970
Net loss			—				—				—				—				—				—				(116	)			(116	)
Balances at December 31, 1998			—				—				1,000,000				1				—				969				(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				1				—				969				(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				1				—				969				(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				1				—				969				(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				1				—				969				(56,278	)			(55,308	)
Sale of Series E Redeemable Convertible Preferred Stock at $60.692, net of issuance costs of $14			329,536				19,986				—				—				—				—				—				—
Preferred stock dividends			—				2,300				—				—				—				—				(2,300	)			(2,300	)
Preferred stock adjustment to redemption value			—				76,666				—				—				—				—				(76,666	)			(76,666	)
Deferred stock- based compensation			—				—				—				—				(3,491	)			3,491				—				—
Amortization of stock-based compensation			—				—				—				—				83				—				—				83
Net loss			—				—				—				—				—				—				(9,647	)			(9,647	)
Balances at September 30, 2003 (unaudited)			1,231,955			$	162,978				910,000			$	1			$	(3,408	)		$	4,460			$	(144,891	)		$	(143,838	)

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

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GTx, Inc.

STATEMENTS OF CASH FLOWS

																									Cumulative
																									Period from
																									September 24,
																	Nine Months Ended								1997 (date of
					Year Ended December 31,												September 30,								inception) to
																									September 30,
					2000				2001				2002				2002				2003				2003
																	(unaudited)				(unaudited)				(unaudited)
Cash flows from operating activities:
	Net loss				$	(3,812	)		$	(8,063	)		$	(11,866	)		$	(8,373	)		$	(9,647	)		$	(34,254	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation				80				215				332				240				264				955
		Stock-based compensation expense				—				—				—				—				83				83
		Changes in assets and liabilities:
			Acapodene inventory			—				(154	)			154				—				(121	)			(121	)
			Prepaid expenses and other assets			(16	)			(18	)			5				8				(297	)			(338	)
			Accounts payable			(5	)			261				340				89				146				747
			Accrued expenses			340				(225	)			482				537				509				1,220
Net cash used in operating activities						(3,413	)			(7,984	)			(10,553	)			(7,499	)			(9,063	)			(31,708	)
Cash flows from investing activities:
	Purchase of property and equipment					(462	)			(792	)			(313	)			(295	)			(60	)			(1,815	)
Net cash used in investing activities						(462	)			(792	)			(313	)			(295	)			(60	)			(1,815	)
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				10,957				19,986				52,341
Net cash provided by financing activities						5,000				14,943				10,957				10,957				19,986				53,311
Net increase (decrease) in cash and cash equivalents						1,125				6,167				91				3,163				10,863				19,788
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			$	11,997			$	19,788			$	19,788
Supplemental schedule of non-cash investing and financing activities:
	Preferred stock dividends				$	297			$	790			$	2,147			$	1,466			$	2,300			$	5,617
	Preferred stock adjustment to redemption value				$	21,077			$	57			$	7,220			$	7,147			$	76,666			$	105,020

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

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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 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.

       The Company was incorporated in Tennessee on September 24, 1997. On September 4, 2003, the Company formed a wholly-owned subsidiary in the State of Delaware with 10,000,000 authorized shares of common stock with a par value of $0.001 per share and 1,975,000 shares of preferred stock with a par value of $0.001 per share. On December 1, 2003, the Company was merged into the subsidiary to effect a reincorporation in Delaware. The financial statements reflect the capital structure of the Delaware subsidiary from the Company’s inception. From its inception through the merger with the Company, the Delaware subsidiary had no assets or liabilities.

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 September 30, 2003 (unaudited) of approximately $56,278 and $144,891, respectively. The Company’s accumulated deficit at September 30, 2003 (unaudited) resulted primarily from funding its operating losses as well as non-cash dividends and adjustments to preferred stock redemption value of $110,637. 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

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NOTES TO FINANCIAL STATEMENTS — (Continued)

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.

Unaudited Interim Financial Information

       The interim financial statements for the nine months ended September 30, 2002 and September 30, 2003 and the cumulative period from September 24, 1997 to September 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.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

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.

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

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NOTES TO FINANCIAL STATEMENTS — (Continued)

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.

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. See Note 11 for a description of the plans and the assumptions underlying the pro forma calculations below.

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       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 stockholders, assuming all options were valued on the date of grant using the minimum value option pricing model, would have been as follows:

														Nine Months Ended
		Years Ended December 31,												September 30,
		2000				2001				2002				2002				2003
														(unaudited)
Net loss attributable to common stockholders, as reported		$	(25,186	)		$	(8,910	)		$	(21,233	)		$	(16,986	)		$	(88,613	)
Add: Employee stock-based compensation expense included in reported net earnings			—				—				—				—				83
Deduct: Employee stock-based compensation determined under fair value method			(4	)			(37	)			(115	)			(84	)			(190	)
Adjusted net loss attributable to common stockholders		$	(25,190	)		$	(8,947	)		$	(21,348	)		$	(17,070	)		$	(88,720	)
Pro forma SFAS 123 disclosure:
Net loss attributable to common stockholders per common share:
As reported, basic and diluted		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(18.67	)		$	(97.38	)
As adjusted, basic and diluted		$	(27.68	)		$	(9.83	)		$	(23.46	)		$	(18.76	)		$	(97.49	)

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.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

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

														Nine Months Ended
		Years Ended December 31,												September 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	)		$	(8,910	)		$	(21,233	)		$	(16,986	)		$	(88,613	)
Denominator
Weighted average common shares outstanding			910,000				910,000				910,000				910,000				910,000
Net loss per share attributable to common stockholders, basic and diluted		$	(27.68	)		$	(9.79	)		$	(23.33	)		$	(18.67	)		$	(97.38	)
Pro Forma
Net loss as reported										$	(11,866	)						$	(9,647	)
Shares used above											910,000								910,000
Pro forma adjustments to reflect assumed weighted average effect of conversion of preferred stock											832,563								1,025,968
Shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)											1,742,563								1,935,968
Pro forma basic and diluted net loss per share										$	(6.81	)						$	(4.98	)

       Pro forma net loss per share for the year ended December 31, 2002 and the nine months ended September 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 1,025,968 shares for the year ended December 31, 2002 and for the nine months ended September 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.

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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:

														Nine Months Ended
		Years Ended December 31,												September 30,
		2000				2001				2002				2002				2003
														(unaudited)
Shares issuable upon exercise of stock options			15,750				38,600				42,750				42,750				94,000
Shares issuable upon conversion of convertible preferred stock			484,090				757,960				959,021				947,725				1,329,033
			499,840				796,560				1,001,771				990,475				1,423,033

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

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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.

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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 $7.28, Series B and Series B-2 is $18.02, Series C is $57.66 and Series D is $66.76, in each case, plus accrued dividends. The preferred stock per share redemption value was $57.66, $57.66, $66.76, $66.76 and $122.83 as of December 31, 2000, 2001 and 2002 and as of September 30, 2002 and 2003 (unaudited), respectively. 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, a Qualified Public Offering is an offering to the public of common stock or convertible securities in which (i) the net proceeds to the Company are not less than $25,000 and (ii) the price per share of common stock, or common stock equivalent in the case of convertible securities, is not less than $115.32 (adjusted for stock splits, stock dividends and other similar changes to the common stock). 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 $65.89 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 $57.66.
	•	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,

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		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 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 $65.89 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,				September 30,
		2002				2003
						(Unaudited)
For conversion of Series A			207,525				209,160
For conversion of Series B			294,647				300,266
For conversion of Series C			286,116				302,965
For conversion of Series D			170,733				183,227
For conversion of Series E			—				333,415
Outstanding employee stock options			42,750				94,000
Possible future issuance under stock option plans			107,650				56,900
			1,109,421				1,479,933

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.

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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.

       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.

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       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.

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.

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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 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			27,950				57.66
	Options forfeited			(5,100	)			19.76
Balances at December 31, 2001				38,600				46.04
	Options granted			5,500				60.97
	Options forfeited			(1,350	)			29.02
Balances at December 31, 2002				42,750				48.50
	Options granted (unaudited)			53,000				53.00
	Options forfeited (unaudited)			(1,750	)			62.86
Balances at September 30, 2003 (unaudited)				94,000			$	50.77

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       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				6.58			$	8.00				1,000
19.00			6,750				7.92				19.00				—
57.66			31,000				8.81				57.66				3,000
66.76			2,000				9.75				66.76				—
			42,750				8.55			$	48.50				4,000

       The Company accounts for its Plans in accordance with APB Opinion No. 25. Prior to June 30, 2003, the Company did not recognize compensation expense for stock options because the exercise price of the stock options equaled or exceeded the market price of the underlying stock on the date of grant, which is the measurement date. In anticipation of the Company’s initial public offering, the Company has determined that, for financial reporting purposes, the estimated value of its common stock was in excess of the exercise price for stock options issued to employees subsequent to June 30, 2003. Accordingly, the Company has recorded deferred stock-based compensation and is amortizing the related expense over the service period, which is generally five years. 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, $4, $37, and $115 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 6.32% and a weighted average expected life of 10 years for the 1999, a risk-free interest rate of 5.47% and a weighted average expected life of 10 years for the 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 weighted average risk-free interest rate of 4.76% and a weighted average expected life of 8 years for the 2002 grants. The weighted average grant date fair value of options granted were $7.03, $14.06, and $14.85 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.

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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 $60.69 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 $65.89 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.

       Based on the Company’s outstanding shares as of September 30, 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 1,329,033 shares of common stock on September 30, 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 the options granted was $11.81. 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 $15.61. 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 $15.61. 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.

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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			21
Use of Proceeds			22
Dividend Policy			22
Capitalization			23
Dilution			24
Selected Financial Data			26
Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Business			37
Management			58
Certain Relationships and Related Transactions			72
Principal Stockholders			74
Description of Capital Stock			76
Shares Eligible For Future Sale			79
Underwriting			81
Validity of the Common Stock			84
Experts			84
Where You Can Find More Information			84
Index to Financial Statements			F-1

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      Through and including                     , 2004 (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.

Representatives of the Underwriters

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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			100,000
Printing and engraving expenses			230,000
Blue sky qualification fees and expenses			5,000
Accounting fees and expenses			600,000
Legal fees and expenses			1,160,000
Transfer agent and registrar fees			7,500
Miscellaneous expenses			181,398
Total		$	2,300,000

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

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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(2)			3.3
Amended and Restated Bylaws(2)			3.4
Registration Rights Agreement with Oracle Partners, L.P.(1)			4.3
Registration Rights Agreement with J.R. Hyde, III(1)			4.4
Registration Rights Agreement with Memphis Biomed Ventures I, L.P.(1)			4.5
Form of Indemnification Agreement(2)			10.12

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(1)	Previously filed.
(2)	Filed herewith.

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.

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

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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)(1)
	10	.19†		Quotation Agreement dated August 8, 2003 between Registrant and EaglePicher Pharmaceutical Services(1)
	10	.20†		Amended and Restated Exclusive License Agreement dated June 3, 2002, between Registrant and University of Tennessee Research Foundation(1)
	10	.21†		Amended and Restated Exclusive License Agreement dated June 14, 2002, between Registrant and University of Tennessee Research Foundation(1)
	10	.22†		Amended and Restated Exclusive License Agreement dated August 30, 2002, between Registrant and University of Tennessee Research Foundation(1)
	23	.1		Consent of Ernst & Young LLP(2)
	23	.2*		Consent of Cooley Godward LLP (included in Exhibit 5.1)

	*	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.

(1)	Previously filed.
(2)	Filed herewith.

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.

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SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended, GTx, Inc. has duly caused this Amendment No. 2 to the 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 22nd day of December, 2003.

	GTX, INC.

	By:	/s/ MITCHELL S. STEINER

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

       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		December 22, 2003
/s/ MARK E. MOSTELLER Mark E. Mosteller				Chief Financial Officer		December 22, 2003
* J.R. Hyde, III				Chairman of the Board of Directors		December 22, 2003
* Marc S. Hanover				Director		December 22, 2003
* John H. Pontius				Director		December 22, 2003
* Rosemary Mazanet, M.D., Ph.D.				Director		December 22, 2003
* Pursuant to Power of Attorney
/s/ MITCHELL S. STEINER Attorney-in-fact

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EXHIBIT INDEX

Number						Description
	1.1*					Underwriting Agreement
	3.1					Certificate of Incorporation of GTx, Inc.(1)
	3.2					Bylaws of GTx, Inc.(1)
	3.3					Form of Amended and Restated Certificate of Incorporation of GTx, Inc. to be effective upon completion of this offering(2)
	3.4					Form of Amended and Restated Bylaws of GTx, Inc. to become effective upon completion of this offering(2)
	3.5					Second Amended and Restated Voting and Shareholder Agreement dated August 7, 2003(1)
	4.1					Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
	4.2					Specimen of Common Stock Certificate(2)
	4.3					Amended and Restated Registration Rights Agreement between Registrant and Oracle Partners, L.P. dated August 7, 2003(1)
	4.4					Amended and Restated Registration Rights Agreement between Registrant and J. R. Hyde, III dated August 7, 2003(1)
	4.5					Amended and Restated Registration Rights Agreement between Registrant and Memphis Biomed Ventures dated August 7, 2003(1)
	5.1*					Opinion of Cooley Godward LLP
	10.1					Genotherapeutics, Inc. 1999 Stock Option Plan(1)
	10.2					GTx, Inc. 2000 Stock Option Plan(1)
	10.3					GTx, Inc. 2001 Stock Option Plan(1)
	10.4					GTx, Inc. 2002 Stock Option Plan(1)
	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					Reserved
	10.8					Employment Agreement dated October 1, 2003, between Registrant and Mitchell S. Steiner, M.D.(1)
	10.9					Employment Agreement dated October 1, 2003, between Registrant and Marc S. Hanover(1)
	10.10					Employment Agreement dated October 1, 2003, between Registrant and Mark E. Mosteller(1)
	10.11					Employment Agreement dated October 1, 2003, between Registrant and Henry P. Doggrell(1)
	10.12					Form of Indemnification Agreement(2)
	10.13					Lease Agreement, dated March 7, 2001, between The University of Tennessee and TriStar Enterprises, Inc.(1)
	10.14					Sublease Agreement dated October 1, 2000, as amended, between Registrant and TriStar Enterprises, Inc.(1)
	10.15†					Amended and Restated License and Supply Agreement dated October 22, 2001, between Registrant and Orion Corporation(1)
	10.16†					Amendment No. 1 to the License and Supply Agreement dated March 5, 2003, between Registrant and Orion Corporation(1)
	10.17†					Production and Manufacturing Agreement dated September 9, 2002, between Registrant and ChemSyn Laboratories (Department of EaglePicher Technologies, LLC)(1)

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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)(1)
	10.19†					Quotation Agreement dated August 8, 2003 between Registrant and EaglePicher Pharmaceutical Services(1)
	10.20†					Amended and Restated Exclusive License Agreement dated June 3, 2002, between Registrant and University of Tennessee Research Foundation(1)
	10.21†					Amended and Restated Exclusive License Agreement dated June 14, 2002, between Registrant and University of Tennessee Research Foundation(1)
	10.22†					Amended and Restated Exclusive License Agreement dated August 30, 2002, between Registrant and University of Tennessee Research Foundation(1)
	23.1					Consent of Ernst & Young LLP(2)
	23.2*					Consent of Cooley Godward LLP (included in Exhibit 5.1)

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	*	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.

(1)	Previously filed.
(2)	Filed herewith.

                                                                     EXHIBIT 3.3

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                    GTX, INC.

         GTX, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

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

         SECOND: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on September 4,
2003.

         THIRD: At a meeting of the Board of Directors of the Corporation a
resolution was duly adopted pursuant to Sections 242 and 245 of the General
Corporation Law of the State of Delaware, setting forth this Restated
Certificate of Incorporation and declaring this Restated Certificate of
Incorporation to be advisable. The stockholders of the Corporation duly approved
and adopted this Restated Certificate of Incorporation by unanimous written
consent in accordance with Section 228, 242 and 245 of the General Corporation
Law of the State of Delaware.

         FOURTH: The Certificate of Incorporation of this Corporation is hereby
amended and restated in its entirety to read as follows:

                                    ARTICLE I

         The name of the Corporation is GTx, Inc.

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is:

                  2711 Centerville Road, Suite 400
                  Wilmington, Delaware 19808
                  County of New Castle

         The name of its registered agent at such address is Prentice-Hall
Corporation System, Inc.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the Delaware General
Corporation Law ("DGCL").


                                   ARTICLE IV

         A.       Authorized Stock. The total number of shares which the
Corporation shall have authority to issue is sixty-five million (65,000,000),
consisting of sixty million (60,000,000) shares of Common Stock, par value
$0.001 per share (the "Common Stock"), and five million (5,000,000) shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock").

         B.       Preferred Stock. The Preferred Stock may be issued from time
to time in one or more series. The Board of Directors is hereby expressly
authorized at any time and from time to time to provide for the issuance of all
or any of the shares of the Preferred Stock in one or more series, and to fix
the number of shares and to determine or alter for each such series, such voting
powers, full or limited, or no voting powers, and such designation, preferences,
and relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such shares to the fullest extent as may now or hereafter be
permitted by the DGCL. The Board of Directors is also expressly authorized to
increase or decrease the number of shares of any series subsequent to the
issuance of shares of that series, but not below the number of shares of such
series then outstanding. In case the number of shares of any series shall be
decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

         C.       Common Stock.

                  1.       Voting Rights. Each outstanding share of Common Stock
shall entitle the holder thereof to one vote on each matter properly submitted
to the stockholders of the Corporation for their vote; provided, however, that,
except as otherwise required by law, holders of Common Stock shall not be
entitled to vote on any amendment to this Certificate of Incorporation (which as
used herein, shall mean the certificate of incorporation of the Corporation, as
amended from time to time, including any certificate of designation filed with
respect to any series of Preferred Stock) that relates solely to the terms of
one or more outstanding series of Preferred Stock if the holders of such
affected series are entitled, either separately or together as a class with the
holders of one or more other such series, to vote thereon by law or pursuant to
this Certificate of Incorporation.

                  2.       Dividends. Subject to the rights of the holders of
any series of Preferred Stock then outstanding, the holders of shares of Common
Stock shall be entitled to receive, when and if declared by the Board of
Directors, out of the assets of the Corporations which are by law available
therefor, dividends payable either in cash, in property or in shares of capital
stock.

                  3.       Dissolution, Liquidation or Winding Up. In the event
of any dissolution, liquidation or winding up of the affairs of the Corporation,
after distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of any series of Preferred Stock then
outstanding, the holders of Common Stock shall be entitled, unless otherwise
provided by law or this Certificate of Incorporation, to receive all of the
remaining assets of the



Corporation of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively.

                                    ARTICLE V

         A.       Management of Business. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors.

         B.       Number of Directors. The authorized number of directors of the
Corporation shall be determined from time to time exclusively by resolution
adopted by the affirmative vote of a majority of the authorized number of
directors at any regular or special meeting of such Board of Directors, within
any limits prescribed in the Bylaws of the Corporation.

         C.       Classes of Directors. Subject to the rights of the holders of
any series of Preferred Stock to elect additional directors under specified
circumstances, the directors shall be divided into three classes, as nearly
equal in number as possible, designated as Class I, Class II and Class III,
respectively. At the annual meeting of stockholders held in 2004, the term of
office of the Class I directors shall expire and Class I directors shall be
elected for a term ending on the date of the third annual meeting of
stockholders following the annual meeting at which such director was elected. At
the annual meeting of stockholders held in 2005, the term of office of the Class
II directors shall expire and Class II directors shall be elected for a term
ending on the date of the third annual meeting of stockholders following the
annual meeting at which such director was elected. At the annual meeting of
stockholders held in 2006, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a term ending on the date of
the third annual meeting of stockholders following the annual meeting at which
such director was elected. At each succeeding annual meeting of stockholders,
directors shall be elected for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which such director was
elected to succeed the directors of the class whose terms expire at such annual
meeting. If any newly created directorship may, consistently with the rule that
the three classes shall be as nearly equal in number as possible, be allocated
to more than one class, the Board of Directors shall allocate it to the
available class whose term of office is due to expire at the earliest date
following such allocation. Notwithstanding any provision of this section to the
contrary, each director shall serve until his or her successor is duly elected
and qualified or until his or her death, resignation, disqualification or
removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         D.       Vacancies. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other causes and
any newly created directorships resulting from any increase in the number of
directors, shall, unless the Board of Directors determines by resolution that
any such vacancies or newly created directorships shall be filled by the
stockholders, except as otherwise provided by law, be filled only by the
affirmative vote of a majority of the directors then in office, even though less
than a quorum of the Board of Directors, and not by the stockholders. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the director for which the vacancy was created
or occurred



and until such director's successor shall have been elected and qualified or
until his or her death, resignation, disqualification or removal.

         E.       Elections. The directors of the Corporation need not be
elected by written ballot unless the Bylaws of the Corporation so provide.

                                   ARTICLE VI

         A.       Action by Stockholders. No action required or permitted to be
taken by the stockholders of the Corporation shall be taken except at a duly
called annual or special meeting of stockholders of the Corporation, and no
action shall be taken by the stockholders by written consent.

         B.       Special Meetings of Stockholders. Special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board,
the Chief Executive Officer or by the Board of Directors acting pursuant to a
resolution adopted by a majority of the authorized number of directors, and any
power of stockholders to call a special meeting is specifically denied. Only
such business shall be considered at a special meeting of stockholders as shall
have been stated in the notice for such meeting.

         C.       Advance Notice. Advance notice of stockholder nominations for
the election of directors and of business to be brought by stockholders before
any meeting of the stockholders of the Corporation shall be given in the manner
provided in the Bylaws of the Corporation.

                                   ARTICLE VII

         The Board of Directors is expressly empowered to adopt, amend or repeal
the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws
of the Corporation by the Board of Directors shall require the approval of a
majority of the authorized number of directors. The stockholders shall also have
power to adopt, amend or repeal the Bylaws of the Corporation; provided,
however, that, in addition to any vote of the holders of any class or series of
stock of the Company required by law or by this Restated Certificate of
Incorporation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provision of the Bylaws of the Corporation.

                                  ARTICLE VIII

         A.       Limitation of Liability. Except to the extent that the DGCL
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of his or her
fiduciary duty as director. If the DGCL or any other statute of the State of
Delaware



hereafter is amended to authorize the further elimination or limitation of the
liability of directors of the Corporation, then the liability of a director of
the Corporation shall be limited to the fullest extent permitted by the statutes
of the State of Delaware, as so amended, and such elimination or limitation of
liability shall be in addition to, and not in lieu of, the limitation on the
liability of a director provided by the foregoing provisions of this Article
VIII.

         B.       Indemnification. The Corporation shall indemnify each person
who is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, from and against all expense, liability and loss (including, without
limitation, attorney's fees, judgments, fines, penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such person in
connection with such action, suit or proceeding, to the fullest extent permitted
under the DGCL, as it exists on the date hereof or as it may hereafter be
amended; provided, however, that, except with respect to proceedings to enforce
rights to indemnification, the Corporation shall not be required to indemnify
any such person seeking indemnification in connection with an action, suit or
proceeding (or part thereof) initiated by such person unless such action, suit
or proceeding (or part thereof) was authorized by the Board of Directors.

         C.       Repeal and Modification. Any repeal or modification of the
foregoing provisions of this Article VIII shall not affect adversely any right
or protection of any director, officer, employee or agent of the Corporation
existing at the time of such repeal or modification.

                                   ARTICLE IX

         A.       Reservation of Rights. The Company reserves the right to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, except as
provided in section B of this Article IX, and all rights conferred upon the
stockholders herein are granted subject to this reservation.

         B.       Requisite Vote. Notwithstanding any other provisions of this
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the voting stock of the Company
required by law, this Certificate of Incorporation or any certificate of
designation of Preferred Stock, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to alter, amend or repeal Articles V, VI, VII, VIII and IX of this
Certificate of Incorporation.



         IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates, integrates and amends the certificate of incorporation of the
Corporation, and which has been duly adopted in accordance with Sections 228,
242 and 245 of the Delaware General Corporation Law, has been executed on behalf
of GTx, Inc. by the undersigned officers, thereunto duly authorized, this _____
day of __________________, 2003.

                                           GTX, INC.

                                           By:__________________________________
                                              Dr. Mitchell S. Steiner
                                              Chief Executive Officer

ATTEST:

By:_______________________
   Henry P.Doggrell
   Secretary

                                                                     EXHIBIT 3.4

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                    GTX, INC.

                            (A DELAWARE CORPORATION)



                           AMENDED AND RESTATED BYLAWS

                                TABLE OF CONTENTS



                                                                                                            PAGE
                                                                                                         
ARTICLE I      OFFICES................................................................................       1

         Section 1.1   Registered Office..............................................................       1

         Section 1.2   Other Offices..................................................................       1

ARTICLE II     CORPORATE SEAL.........................................................................       1

         Section 2.1   Corporate Seal.................................................................       1

ARTICLE III    STOCKHOLDERS' MEETINGS.................................................................       1

         Section 3.1   Place Of Meetings..............................................................       1

         Section 3.2   Annual Meetings................................................................       1

         Section 3.3   Special Meetings...............................................................       4

         Section 3.4   Notice Of Meetings.............................................................       5

         Section 3.5   Quorum.........................................................................       5

         Section 3.6   Adjournment And Notice Of Adjourned Meetings...................................       6

         Section 3.7  Voting Rights...................................................................       6

         Section 3.8  Joint Owners Of Stock...........................................................       6

         Section 3.9  List Of Stockholders............................................................       6

         Section 3.10  Action Without Meeting.........................................................       7

         Section 3.11  Organization...................................................................       8

ARTICLE IV     DIRECTORS..............................................................................       9

         Section 4.1  Number And Term Of Office.......................................................       9





                                                                                                         
         Section 4.2  Powers..........................................................................       9

         Section 4.3  Classes of Directors............................................................       9

         Section 4.4  Vacancies.......................................................................      10

         Section 4.5  Resignation.....................................................................      10

         Section 4.6  Removal.........................................................................      11

         Section 4.7  Meetings........................................................................      11

         Section 4.8  Quorum And Voting...............................................................      12

         Section 4.9  Action Without Meeting..........................................................      12

         Section 4.10  Fees And Compensation..........................................................      12

         Section 4.11  Committees.....................................................................      12

         Section 4.12  Organization...................................................................      13

ARTICLE V      OFFICERS...............................................................................      14

         Section 5.1  Officers Designated.............................................................      14

         Section 5.2  Tenure And Duties Of Officers...................................................      14

         Section 5.3  Delegation Of Authority.........................................................      16

         Section 5.4  Resignations....................................................................      16

         Section 5.5  Removal.........................................................................      16

ARTICLE VI     EXECUTION OF CORPORATE INSTRUMENTS AND
               VOTING OF SECURITIES OWNED BY THE CORPORATION..........................................      17

         Section 6.1  Execution Of Corporate Instruments..............................................      17

         Section 6.2  Voting Of Securities Owned By The Corporation...................................      17

ARTICLE VII    SHARES OF STOCK........................................................................      17

         Section 7.1  Form And Execution Of Certificates..............................................      17

         Section 7.2  Lost Certificates...............................................................      18


                                       ii



                                                                                                         
         Section 7.3  Transfers.......................................................................      18

         Section 7.4  Fixing Record Dates.............................................................      18

         Section 7.5  Registered Stockholders.........................................................      19

ARTICLE VIII   OTHER SECURITIES OF THE CORPORATION....................................................      20

         Section 8.1  Execution Of Other Securities...................................................      20

ARTICLE IX     DIVIDENDS..............................................................................      20

         Section 9.1  Declaration Of Dividends........................................................      20

         Section 9.2  Dividend Reserve................................................................      20

ARTICLE X      FISCAL YEAR............................................................................      21

         Section 10.1  Fiscal Year....................................................................      21

ARTICLE XI     INDEMNIFICATION AND ADVANCEMENT OF EXPENSES............................................      21

         Section 11.1  Right to Indemnification.......................................................      21

         Section 11.2  Right to Advancement of Expenses...............................................      21

         Section 11.3  Enforcement....................................................................      21

         Section 11.4  Non-Exclusivity of Rights......................................................      22

         Section 11.5  Survival of Rights.............................................................      22

         Section 11.6  Insurance......................................................................      22

         Section 11.7  Amendments.....................................................................      22

         Section 11.8  Saving Clause..................................................................      23

         Section 11.9  Certain Definitions............................................................      23

ARTICLE XII    NOTICES................................................................................      24

         Section 12.1  Notices........................................................................      24

ARTICLE XIII   AMENDMENTS.............................................................................      26


                                      iii



                                                                                                         
         Section 13.1  Amendments.....................................................................      26

ARTICLE XIV    RECORDS AND REPORTS....................................................................      26

         Section 14.1  Maintenance and Inspection of Records..........................................      26

         Section 14.2  Inspection by Directors........................................................      27

ARTICLE XV     CONSTRUCTION...........................................................................      27

         Section 15.1  Construction...................................................................      27


                                       iv



                           AMENDED AND RESTATED BYLAWS

                                       OF

                                    GTX, INC.
                               (THE "CORPORATION")

                                    ARTICLE I
                                     OFFICES

         SECTION 1.1 REGISTERED OFFICE. The address of the registered office of
the Corporation in the State of Delaware shall be 1209 Orange Street in the City
of Wilmington, County of New Castle, Delaware 19801. The name of its registered
agent at such address is The Corporation Trust Company.

         SECTION 1.2 OTHER OFFICES. The Corporation shall also have and maintain
an office or principal place of business at such place as may be fixed by the
Board of Directors, and may also have offices at such other places, both within
and without the State of Delaware, as the Board of Directors may from time to
time determine or the business of the Corporation may require.

                                   ARTICLE II
                                 CORPORATE SEAL

         SECTION 2.1 CORPORATE SEAL. The Corporation may have a corporate seal,
which may be adopted or altered at the pleasure of the Board of Directors, and
the Corporation may use such seal by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                  ARTICLE III
                             STOCKHOLDERS' MEETINGS

         SECTION 3.1 PLACE OF MEETINGS. Meetings of the stockholders of the
Corporation may be held at such place, either within or without the State of
Delaware, as may be determined from time to time by the Board of Directors, or,
if not so designated, then at the office of the Corporation required to be
maintained pursuant to Section 1.2 hereof.

         SECTION 3.2 ANNUAL MEETINGS.

         (a)      The annual meeting of the stockholders of the Corporation, for
the purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. Nominations of persons for election
to the Board of Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of



         stockholders: (i) pursuant to the Corporation's notice with respect to
         such meeting; (ii) by or at the direction of the Board of Directors; or
         (iii) by any stockholder of the Corporation who was a stockholder of
         record at the time of giving the stockholders notice provided for in
         the following subsection (b), who is entitled to vote at the meeting
         and who complied with the notice procedures set forth below in this
         Section 3.2.

                  (b)      At an annual meeting of the stockholders, only such
         business shall be conducted as shall have been properly brought before
         the meeting. For nominations or other business to be properly brought
         before an annual meeting by a stockholder pursuant to clause (iii) of
         Section 3.2(a) above, (i) the stockholder must have given timely notice
         thereof in writing to the Secretary of the Corporation, (ii) such other
         business must be a proper matter for stockholder action under Delaware
         General Corporation Law ("DGCL"), (iii) if the stockholder, or the
         beneficial owner on whose behalf any such proposal or nomination is
         made, has provided the Corporation with a Solicitation Notice (as
         defined in clause (iii) of the last sentence of this Section 3.2(b)),
         such stockholder or beneficial owner must, in the case of a proposal,
         have delivered a proxy statement and form of proxy to holders of at
         least the percentage of the Corporation's voting shares required under
         applicable law to carry any such proposal, or, in the case of a
         nomination or nominations, have delivered a proxy statement and form of
         proxy to holders of a percentage of the Corporation's voting shares
         reasonably believed by such stockholder or beneficial owner to be
         sufficient to elect the nominee or nominees proposed to be nominated by
         such stockholder, and must, in either case, have included in such
         materials the Solicitation Notice, and (iv) if no Solicitation Notice
         relating thereto has been timely provided pursuant to this section, the
         stockholder or beneficial owner proposing such business or nomination
         must not have solicited a number of proxies sufficient to have required
         the delivery of such a Solicitation Notice under this Section 3.2. To
         be timely, a stockholder's notice shall be delivered to the Secretary
         at the principal executive offices of the Corporation not later than
         the close of business on the one hundred twentieth (120th) day, nor
         earlier than the close of business on the one hundred fiftieth (150th)
         day, prior to the first anniversary of the date of the proxy statement
         delivered to stockholders in connection with the preceding year's
         annual meeting; provided, however, that in the event (i) the date of
         the annual meeting is advanced more than thirty (30) days prior to or
         delayed by more than thirty (30) days after the anniversary of the
         preceding year's annual meeting, (ii) no proxy statement was delivered
         to stockholders in connection with the preceding year's annual meeting,
         or (iii) the Corporation did not hold an annual meeting in the
         preceding year, notice by the stockholder to be timely must be so
         delivered not earlier than the close of business on the one hundred
         twentieth (120th) day prior to such annual meeting and not later than
         the close of business on the later of the ninetieth (90th) day prior to
         such annual meeting or the tenth (10th) day following the day on which
         public announcement of the date of such meeting is first made. In no
         event shall the public announcement of an adjournment of an annual
         meeting commence a new time period for the giving of a stockholder's
         notice as described above. Such stockholder's notice shall set forth:
         (A) as to each person whom the stockholder proposes to nominate for
         election or reelection as a director, all information relating to such
         person that is required to be disclosed in solicitations of proxies for
         election of directors, or is otherwise required, in each case pursuant
         to Regulation 14A under the Securities Exchange Act of 1934, as amended
         (the "1934 Act") (including such person's written consent to being
         named in the proxy statement as a nominee and to serving as a director
         if elected); (B) as to any other business that the stockholder proposes
         to bring before the

                                       2


         meeting, a brief description of the business desired to be brought
         before the meeting, the reasons for conducting such business at the
         meeting and any material interest in such business of such stockholder
         and the beneficial owner, if any, on whose behalf the proposal is made;
         and (C) as to the stockholder giving the notice and the beneficial
         owner, if any, on whose behalf the nomination or proposal is made (i)
         the name and address of such stockholder, as they appear on the
         Corporation's books, and of such beneficial owner, (ii) the class and
         number of shares of the Corporation which are owned beneficially and of
         record by such stockholder and such beneficial owner, (iii) a
         description of all arrangements or understandings between the
         stockholder and each proposed nominee and any other person or persons
         (including their names) pursuant to which the nomination(s) are to be
         made by such stockholder, and (iv) whether either such stockholder or
         beneficial owner intends to deliver a proxy statement and form of proxy
         to holders of, in the case of the proposal, at least the percentage of
         the Corporation's voting shares required under applicable law to carry
         the proposal or, in the case of a nomination or nominations, a
         sufficient number of holders of the Corporation's voting shares to
         elect such nominee or nominees (an affirmative statement of such
         intent, a "Solicitation Notice").

                  (c)      Notwithstanding anything in the third sentence of
         Section 3.2(b) of these Bylaws (as the same may be amended and/or
         restated from time to time, the "Bylaws") to the contrary, in the event
         that the number of directors to be elected to the Board of Directors of
         the Corporation is increased and there is no public announcement naming
         all of the nominees for director or specifying the size of the
         increased Board of Directors made by the Corporation at least seventy
         (70) days prior to the first anniversary of the preceding year's annual
         meeting (or, if the annual meeting is held more than thirty (30) days
         before or thirty (30) days after such anniversary date, at least
         seventy (70) days prior to such annual meeting) a stockholder's notice
         required by this Section 3.2 shall also be considered timely, but only
         with respect to nominees for any new positions created by such
         increase, if it shall be delivered to the Secretary at the principal
         executive offices of the Corporation not later than the close of
         business on the tenth (10th) day following the day on which such public
         announcement is first made by the Corporation.

                  (d)      Only such persons who are nominated in accordance
         with the procedures set forth in this Section 3.2 shall be eligible to
         serve as directors and only such business shall be conducted at a
         meeting of stockholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Section 3.2. Except
         as otherwise provided by law, the chairman of the meeting shall have
         the power and duty to determine whether a nomination or any business
         proposed to be brought before the meeting was made, or proposed, as the
         case may be, in accordance with the procedures set forth in these
         Bylaws and, if any proposed nomination or business is not in compliance
         with these Bylaws, to declare that such defective proposal or
         nomination shall not be presented for stockholder action at the meeting
         and shall be disregarded.

                  (e)      Notwithstanding the foregoing provisions of this
         Section 3.2, in order to include information with respect to a
         stockholder proposal in the proxy statement and form of proxy for a
         stockholders' meeting, stockholders must provide notice as required by
         the regulations promulgated under the 1934 Act. Nothing in these Bylaws
         shall be deemed to affect

                                       3

any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the 1934 Act.

                  (f)      For purposes of these Bylaws, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press, PR Newswire, Reuters or comparable national news service or in
a document publicly filed by the Corporation with the U.S. Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

         SECTION 3.3 SPECIAL MEETINGS.

                  (a)      Special meetings of the stockholders of the
Corporation may be called, for any purpose or purposes, only by (i) the Chairman
of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board
of Directors pursuant to a resolution adopted by a majority of the directors
then in office.

                  (b)      If a special meeting is properly called by any person
or persons other than the Board of Directors, the request shall be in writing,
specifying the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by certified or registered mail, return
receipt requested, to the Secretary of the Corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
Board of Directors shall determine the time and place of such special meeting,
which shall be held not less than thirty-five (35) nor more than one hundred
twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the Secretary shall cause
notice to be given to the stockholders entitled to vote, in accordance with the
provisions of Section 3.4 of these Bylaws. Nothing contained in this subsection
(b) shall be construed as limiting, fixing, or affecting the time when a meeting
of stockholders called by action of the Board of Directors may be held.

                  (c)      Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (i) by or at
the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving notice provided
for in these Bylaws who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 3.3(c). In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice otherwise required by Section 3.2(b) of these Bylaws shall
be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the one hundred twentieth
(120th) day prior to such special meeting and not later than the close of
business on the later of the ninetieth (90th) day prior to such meeting or the
tenth (10th) day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.

                                       4


                  (d)      Unless the Corporation's Certificate of Incorporation
(as the same may be amended and/or restated from time to time, the "Certificate
of Incorporation") provides otherwise, any special meeting of the stockholders
may be cancelled by resolution duly adopted by a majority of the directors then
in office upon public notice given prior to the date previously scheduled for
such meeting of stockholders.

         SECTION 3.4 NOTICE OF MEETINGS. Except as otherwise provided by law,
notice, given in writing or by electronic transmission, of each meeting of
stockholders shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting, such notice to specify the place, date and hour of the meeting, the
means of remote communication(s), if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such meeting (as authorized by
the Board of Directors in its sole discretion pursuant to Section 211(a)(2) of
the DGCL), and, in the case of a special meeting, the purpose or purposes of the
meeting. Notice of any meeting of stockholders, if mailed, 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 and otherwise is given when delivered. Notice of the time, place,
and purpose of any meeting of stockholders may be waived in writing, signed by
the person entitled to notice thereof, or by electronic transmission by such
person, either before or after such meeting, and will be waived by any
stockholder by his attendance thereat in person or by proxy, except when the
stockholder 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. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given. Neither the business to be transacted at,
nor the purpose of, any annual or special meeting of the stockholders need be
specified in any written waiver of notice or any waiver by electronic
transmission.

         SECTION 3.5 QUORUM. At all meetings of stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a
quorum for the transaction of business. In the absence of a quorum, any meeting
of stockholders may be adjourned, from time to time, either by the chairman of
the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law or by applicable stock exchange or Nasdaq rules, or by
the Certificate of Incorporation or these Bylaws, in all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote generally on
the subject matter shall be the act of the stockholders. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, 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 generally on the
election of directors. Where a separate vote by a class or classes or series is
required, except where otherwise provided

                                       5


by the statute or by the Certificate of Incorporation or these Bylaws, a
majority of the outstanding shares of such class or classes or series, present
in person or represented by proxy duly authorized, shall constitute a quorum
entitled to take action with respect to that vote on that matter. Except where
otherwise provided by statute or by the Certificate of Incorporation or these
Bylaws, the affirmative vote of the majority (plurality, in the case of the
election of directors) of votes cast at the meeting shall be the act of such
class or classes or series.

         SECTION 3.6 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting
of stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
present in person or represented by proxy at the meeting. 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, and the means of remote communication(s),
if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting (as authorized by the Board of
Directors in its sole discretion pursuant to Section 211(a)(2) of the DGCL), are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(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.

         SECTION 3.7 VOTING RIGHTS. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the Corporation on the record date, as provided in Section 7.4 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote shall have the right to do so either in person or by an
agent or agents authorized by a proxy granted in accordance with the DGCL. An
agent so appointed need not be a stockholder. No proxy shall be voted after
three (3) years from its date of creation unless the proxy provides for a longer
period.

         SECTION 3.8 JOINT OWNERS OF STOCK. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in Section 217(b) of the DGCL. If the instrument filed with
the Secretary shows that any such tenancy is held in unequal interests, a
majority or even-split for the purpose of subsection (c) shall be a majority or
even-split in interest.

         SECTION 3.9 LIST OF STOCKHOLDERS. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders

                                       6


entitled to vote at said meeting, arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Nothing contained in this Section 3.9 shall require the
Corporation to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, (a) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (b) during
ordinary business hours, at the principal place of business of the Corporation.
In the event the Corporation determines to make the list available on an
electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to stockholders of the Corporation. The list
shall be open to examination of any stockholder during the time of the meeting
as provided by law.

         SECTION 3.10 ACTION WITHOUT MEETING. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
not be taken without a meeting.

         SECTION 3.11 ORGANIZATION.

                  (a)      At every meeting of stockholders, (i) the Chairman of
the Board of Directors or, if a Chairman of the Board of Directors has not been
appointed or is absent, (ii) the Chief Executive Officer or, if the Chief
Executive Officer is absent, (iii) the President or, if the President is absent,
(iv) such person as the Chairman of the Board of Directors shall appoint or, if
such chairman or committee has not been appointed, (v) any officer of the
Corporation chosen by the Board of Directors, shall act as chairman of the
meeting. The Secretary, or, in his absence, such person appointed by the
chairman of the meeting, shall act as secretary of the meeting.

                  (b)      The Board of Directors shall, in advance of any
meeting of stockholders, appoint one (1) or more inspector(s), who may include
individual(s) who serve the Corporation in other capacities, including without
limitation as officers, employees or agents, to act at the meeting of
stockholders and make a written report thereof. The Board of Directors may
designate one (1) or more persons as alternate inspector(s) to replace any
inspector, who fails to act. If no inspector or alternate has been appointed or
is able to act at a meeting of stockholders, the chairman of the meeting shall
appoint one (1) or more inspector(s) to act at the meeting. Each inspector,
before discharging his duties, shall take and sign an oath to faithfully execute
the duties of inspector with strict impartiality and according to the best of
his ability. The inspector(s) or alternate(s) shall have the duties prescribed
pursuant to Section 231 of the DGCL or other applicable law.

                  (c)      The Board of Directors of the Corporation shall be
entitled to make such rules or regulations for the conduct of meetings of
stockholders as it shall deem necessary, appropriate or convenient. Subject to
such rules and regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are necessary, appropriate or convenient for the proper conduct of the
meeting, including, without limitation, establishing an agenda or order of
business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in such
meeting

                                       7


to stockholders of record of the Corporation and their duly authorized and
constituted proxies and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comments by
participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. The date and time of
the opening and closing of the polls for each matter upon which the stockholders
will vote at the meeting shall be announced at the meeting. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
rules of parliamentary procedure.

                                   ARTICLE IV
                                    DIRECTORS

         SECTION 4.1 NUMBER AND TERM OF OFFICE. The authorized number of
directors of the Corporation shall be fixed in accordance with the Certificate
of Incorporation. Directors need not be stockholders unless so required by the
Certificate of Incorporation. If for any reason the directors shall not have
been elected at an annual meeting, they may be elected as soon thereafter as
convenient at a special meeting of the stockholders called for that purpose in
the manner provided in these Bylaws.

         SECTION 4.2 POWERS. The powers of the Corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
Incorporation.

         SECTION 4.3 CLASSES OF DIRECTORS.

                  (a)      Subject to the rights of the holders of any series of
preferred stock to elect additional directors under specified circumstances, the
directors shall be divided into three classes, as nearly equal in number as
possible, designated as Class I, Class II and Class III, respectively. At the
annual meeting of stockholders held in 2004, the term of office of the Class I
directors shall expire and Class I directors shall be elected for a term ending
on the date of the third annual meeting of stockholders following the annual
meeting at which such director was elected. At the annual meeting of
stockholders held in 2005, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a term ending on the date of
the third annual meeting of stockholders following the annual meeting at which
such director was elected. At the annual meeting of stockholders held in 2006,
the term of office of the Class III directors shall expire and Class III
directors shall be elected for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which such director was
elected. At each succeeding annual meeting of stockholders, directors shall be
elected for a term ending on the date of the third annual meeting of
stockholders following the annual meeting at which such director was elected to
succeed the directors of the class whose terms expire at such annual meeting. If
any newly created directorship may, consistently with the rule that the three
classes shall be as nearly equal in number as possible, be allocated to more
than one class, the Board of Directors shall allocate it to the available class
whose term of office is due to expire at the earliest date following such
allocation. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

                                       8


                  (b)      Directors need not be stockholders unless so required
by the Certificate of Incorporation. The Certificate of Incorporation or these
Bylaws may prescribe other qualifications for directors.

                  (c)      Notwithstanding the foregoing provisions of this
section, each director shall serve until his successor is duly elected and
qualified or until his earlier death, resignation, disqualification or removal.
No decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

         SECTION 4.4 VACANCIES. Unless otherwise provided in the Certificate of
Incorporation and subject to the rights of the holders of any series of
Preferred Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholders, be filled only
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified. A vacancy
in the Board of Directors shall be deemed to exist under this Section 4.4 in the
case of the death, removal, disqualification or resignation of any director.

         SECTION 4.5 RESIGNATION. Any director may resign at any time by
delivering his or her notice in writing or by electronic transmission to the
Secretary, such resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure of the Board
of Directors. If no such specification is made, it shall be deemed effective at
the pleasure of the Board of Directors. When one or more directors shall resign
from the Board of Directors effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have the
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office for the unexpired portion of the term of the director
whose place shall be vacated and until his successor shall have been duly
elected and qualified.

         SECTION 4.6 REMOVAL. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any one or more or all of the directors may
be removed from the Board of Directors, but only for cause and only by the
affirmative vote of the holders of at least a majority of the voting power of
all then outstanding shares of capital stock of the Corporation then entitled to
vote in the election of directors, voting together as a single class.

         SECTION 4.7 MEETINGS.

                  (a)      REGULAR MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, regular meetings of the Board of Directors may be
held at any time or date and at any place within or without the State of
Delaware which has been designated by the Board of Directors and publicized
among all directors, either orally or in writing, by telephone, including

                                       9


a voice-messaging system or other system designed to record and communicate
messages, facsimile, telegraph or telex, or by electronic mail or other
electronic means. No further notice shall be required for regular meetings of
the Board of Directors.

                  (b)      SPECIAL MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the Chairman of the Board of Directors, the President, or a majority
of the directors then in office.

                  (c)      MEETINGS BY ELECTRONIC COMMUNICATIONS EQUIPMENT. Any
member of the Board of Directors, or of any committee thereof, may participate
in a meeting by means of conference telephone or other communications equipment
pursuant to which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.

                  (d)      NOTICE OF SPECIAL MEETINGS. Notice of the time and
place of all special meetings of the Board of Directors shall be given to each
director (i) by giving notice to such director in person or by telephone,
including a voice messaging system or other system designed to record and
communicate messages, during normal business hours, at least twenty-four (24)
hours before the meeting (ii) by sending a telegram or delivering notice by
facsimile transmission, by electronic mail or by hand, to such director at his
last known business or home address, during normal business hours, at least
twenty-four (24) hours before the meeting, or (iii) by mailing notice, via first
class United States mail, to such director at his last known business or home
address at least three (3) days in advance of the meeting. Notice of any meeting
may be waived in writing, or by electronic transmission, at any time before or
after the meeting and will be waived by any director by attendance thereat,
except when the director attends the 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. Notice of a special
meeting of the Board of Directors need not specify the purpose of the meeting.

                  (e)      WAIVER OF NOTICE. The transaction of all business at
any meeting of the Board of Directors, or any committee thereof, however called
or noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the directors not present who did not receive
notice shall sign a written waiver of notice or shall waive notice by electronic
transmission. All such waivers shall be filed with the corporate records or made
a part of the minutes of the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in any written waiver of notice or any waiver by electronic
transmission.

         SECTION 4.8 QUORUM AND VOTING.

                  (a)      Unless the Certificate of Incorporation requires a
greater number, a quorum of the Board of Directors shall consist of a majority
of the directors then in office. In the event one or more directors shall be
disqualified to vote at any meeting, then the required quorum shall be reduced
by one for each such director so disqualified; provided, however, that in

                                       10


no case shall less than one-third (1/3) of the total number of directors
constitute a quorum. At any meeting whether a quorum be present or otherwise, a
majority of the directors present may adjourn from time to time until the time
fixed for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.

                  (b)      At each meeting of the Board of Directors at which a
quorum is present, all questions and business shall be determined by the
affirmative vote of a majority of the directors present, unless a different vote
be required by law, the Certificate of Incorporation or these Bylaws.

         SECTION 4.9 ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission, and such writing or writings or transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

         SECTION 4.10 FEES AND COMPENSATION. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors, or
any committee thereof, including, if so approved by resolution of the Board of
Directors or such committee, a fixed sum and expenses of attendance, if any, for
attendance at each regular or special meeting of the Board of Directors and at
any meeting of a committee of the Board of Directors. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity as an officer, agent, employee, or otherwise and receiving
compensation therefor.

         SECTION 4.11 COMMITTEES.

                  (a)      EXECUTIVE COMMITTEE. The Board of Directors may
appoint an Executive Committee to consist of one (1) or more members of the
Board of Directors. The Executive Committee, to the extent permitted by law and
provided in the resolution of the Board of Directors shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the DGCL to be submitted to stockholders for approval, or (ii)
adopting, amending or repealing any provision of these Bylaws.

                  (b)      OTHER COMMITTEES. The Board of Directors may, from
time to time, appoint such other committees as may be permitted by law. Such
other committees appointed by the Board of Directors shall consist of one (1) or
more members of the Board of Directors and shall have such powers and perform
such duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall any such committee have the powers denied to
the Executive Committee in these Bylaws.

                                       11


                  (c)      TERM. The Board of Directors, subject to any
requirements of any outstanding series of Preferred Stock and the provisions of
subsections (a) and (b) of this Section 4.11, may at any time increase or
decrease the number of members of a committee or terminate the existence of a
committee. The membership of a committee member shall terminate on the date of
his death or voluntary resignation from the committee or from the Board of
Directors. The Board of Directors may at any time for any reason remove any
individual committee member and the Board of Directors may fill any committee
vacancy created by death, resignation, removal or increase in the number of
members of the committee. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

                  (d)      MEETINGS. Unless the Board of Directors shall
otherwise provide, regular meetings of the Executive Committee or any other
committee appointed pursuant to this Section 4.11 shall be held at such times
and places as are determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each member of such
committee, no further notice of such regular meetings need be given thereafter.
Special meetings of any such committee may be held at any place which has been
determined from time to time by such committee, and may be called by any
director who is a member of such committee, upon notice to the members of such
committee of the time and place of such special meeting given in the manner
provided for the giving of notice to members of the Board of Directors of the
time and place of special meetings of the Board of Directors. Notice of any
special meeting of any committee may be waived in writing at any time before or
after the meeting and will be waived by any director by attendance thereat,
except when the director attends such special 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. Unless otherwise
provided by the Board of Directors in the resolutions authorizing the creation
of the committee, a majority of the members of any such committee shall
constitute a quorum for the transaction of business, and the act of a majority
of those present at any meeting at which a quorum is present shall be the act of
such committee.

         SECTION 4.12 ORGANIZATION. At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman of the Board of Directors
has not been appointed or is absent, the President (if a director), or if the
President is absent, the most senior Vice President (if a director), or, in the
absence of any such person, a chairman of the meeting chosen by a majority of
the directors present, shall preside over the meeting. The Secretary, or in his
absence, such person appointed by the chairman of the meeting, shall act as
secretary of the meeting.

                                    ARTICLE V
                                    OFFICERS

         SECTION 5.1 OFFICERS DESIGNATED. The officers of the Corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of

                                       12


Directors, the Chief Executive Officer, the President, one or more Vice
Presidents, the Secretary, the Chief Financial Officer and the Treasurer, all of
whom shall be elected at the annual organizational meeting of the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the Corporation at
any one time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the Corporation shall be fixed by or in
the manner designated by the Board of Directors or a committee thereof.

         SECTION 5.2 TENURE AND DUTIES OF OFFICERS.

                  (a)      GENERAL. All officers shall hold office at the
pleasure of the Board of Directors and until their successors shall have been
duly elected and qualified, unless sooner removed. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors, subject to the rights, if any, of an officer under contract of
employment. If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.

                  (b)      CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if such an officer be elected, shall, if present,
preside at meetings of the Board of Directors and stockholders and exercise and
perform such other powers and duties as may from time to time be assigned to him
by the Board of Directors or as may be prescribed by these Bylaws. If there is
no Chief Executive Officer or President, then the Chairman of the Board of
Directors shall also be the Chief Executive Officer of the Corporation and as
such shall also have the powers and duties prescribed in Section 5.2(c) below.

                  (c)      CHIEF EXECUTIVE OFFICER. Subject to such supervisory
powers, if any, as the Board of Directors may give to the Chairman of the Board
of Directors, the Chief Executive Officer, if any, shall, subject to the control
of the Board of Directors, have general supervision, direction, and control of
the business and affairs of the Corporation and shall report directly to the
Board of Directors. All other officers, officials, employees and agents shall
report directly or indirectly to the Chief Executive Officer. The Chief
Executive Officer shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of a Chairman of the Board of
Directors, the Chief Executive Officer shall preside at all meetings of the
Board of Directors.

                  (d)      PRESIDENT. In the absence or disability of the Chief
Executive Officer, the President shall perform all the duties of the Chief
Executive Officer. When acting as the Chief Executive Officer, the President
shall have all the powers of, and be subject to all the restrictions upon, the
Chief Executive Officer. The President shall have such other powers and perform
such other duties as form time to time may be prescribed for him by the Board of
Directors, these Bylaws, the Chief Executive Officer or the Chairman of the
Board of Directors.

                  (e)      VICE PRESIDENT. In the absence or disability of the
President, the Vice President(s), if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, a

                                       13


Vice President designated by the Board of Directors, shall perform all the
duties of the President and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the President. The Vice President(s)
shall have such other powers and perform such other duties as form time to time
may be prescribed for them respectively by the Board of Directors, these Bylaws,
the Chairman of the Board of Directors, the Chief Executive Officer or, in the
absence of a Chief Executive Officer, the President.

                  (f)      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.

                  (g)      SECRETARY. The Secretary shall keep or cause to be
kept, at the principal executive office of the Corporation, or such other place
as the Board of Directors may direct, a book of minutes of all meetings and
actions of directors, committees of directors, and stockholders. The minutes
shall show the time and place of each meeting, whether regular or special (and,
if special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at stockholders' meetings, and the proceedings thereof.

         The Secretary shall keep, or cause to be kept, at the principal
executive office of the Corporation or at the office of the Corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders, the Board of Directors and any committee(s) of the Board of
Directors, required to be given by law or by these Bylaws. The Secretary shall
keep the seal of the Corporation, if one be adopted, in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or by these Bylaws.

                  (h)      CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital and retained earnings.

         The Chief Financial Officer shall deposit all money and other valuables
in the name and to the credit of the Corporation with such depositaries as may
be designated by the Board of Directors or Chief Executive Officer. The Chief
Financial Officer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, shall render to the Board of Directors and Chief
Executive Officer, or in the absence of a Chief Executive Officer, the
President, whenever they request, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or these Bylaws. In lieu of any contrary

                                       14


resolution duly adopted by the Board of Directors, the Chief Financial Officer
shall also be the Treasurer of the Corporation.

                  (i)      ASSISTANT SECRETARY. The Assistant Secretary(ies), if
any, in the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall, in the absence of the
Secretary or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                  (j)      ASSISTANT TREASURER. The Assistant Treasurer(s), if
any, in the order determined by the Board of Directors (or if there be no such
determination, then in the order of their election), shall, in the absence of
the Chief Financial Officer or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Chief Financial
Officer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

         SECTION 5.3 DELEGATION OF AUTHORITY. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision hereof.

         SECTION 5.4 RESIGNATIONS. Any officer may resign at any time by giving
notice in writing or by electronic transmission to the Board of Directors or to
the President or to the Secretary. Any such resignation shall be effective when
received by the person or persons to whom such notice is given, unless a later
time is specified therein, in which event the resignation shall become effective
at such later time. Unless otherwise specified in such notice, the acceptance of
any such resignation shall not be necessary to make it effective. Any
resignation shall be without prejudice to the rights, if any, of the Corporation
under any contract with the resigning officer.

         SECTION 5.5 REMOVAL. Subject to the rights, if any, of an officer under
contract of employment, any officer may be removed from office at any time,
either with or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.

                                       15


                                   ARTICLE VI
                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION

         SECTION 6.1 EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the Corporation
any corporate instrument or document, or to sign on behalf of the Corporation
the corporate name without limitation, or to enter into contracts on behalf of
the Corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the Corporation.

         All checks and drafts drawn on banks or other depositaries on funds to
the credit of the Corporation or in special accounts of the Corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

         Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

         SECTION 6.2 VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock
and other securities of other Corporations owned or held by the Corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President.

                                   ARTICLE VII
                                 SHARES OF STOCK

         SECTION 7.1 FORM AND EXECUTION OF CERTIFICATES. Certificates for the
shares of stock of the Corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the Corporation shall be entitled to have a certificate signed by or in the name
of the Corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the Corporation. Any or all of the signatures on the certificate may be
facsimiles. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. To the extent the Corporation
is authorized to issue more than one (1) class of stock or more than one (1)
series of any class, each certificate shall state upon the face or back thereof,
in full or in summary, all of the powers, designations, preferences, and rights,
and the limitations or restrictions of the shares authorized to be issued or
shall, except as otherwise required by law, set forth on the face or back a
statement that the Corporation will

                                       16


furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Within a
reasonable time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to this section or otherwise required by law or with respect to this
section a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         SECTION 7.2 LOST CERTIFICATES. A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The Corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or the owner's
legal representative, to agree to indemnify the Corporation in such manner as it
shall require or to give the Corporation a surety bond in such form and amount
as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.

         SECTION 7.3 TRANSFERS.

                  (a)      Transfers of record of shares of stock of the
Corporation shall be made only upon its books by the holders thereof, in person
or by attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares.

                  (b)      The Corporation shall have power to enter into and
perform any agreement with any number of stockholders of any one or more classes
of stock of the Corporation to restrict the transfer of shares of stock of the
Corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the DGCL.

         SECTION 7.4 FIXING RECORD DATES.

                  (a)      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, in advance, 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, subject to applicable law, not be more than sixty (60) nor less than
ten (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

                                       17


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.

                  (b)      In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

         SECTION 7.5 REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have express
or other notice thereof, except as otherwise provided by Delaware law.

                                       18


                                  ARTICLE VIII
                       OTHER SECURITIES OF THE CORPORATION

         SECTION 8.1 EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the Corporation, other than stock certificates
(covered in Section 7.1), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal, if any, may be
impressed thereon or a facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer or Treasurer or an Assistant Treasurer; provided, however, that where
any such bond, debenture or other corporate security shall be authenticated by
the manual signature, or where permissible facsimile signature, of a trustee
under an indenture pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons signing and, if
applicable, attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such
persons. Interest coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Treasurer or an Assistant Treasurer of the Corporation or such other person
as may be authorized by the Board of Directors, or bear imprinted thereon the
facsimile signature of such person. In case any officer who shall have signed or
attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon, shall have ceased
to be such officer before the bond, debenture or other corporate security so
signed or attested shall have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the Corporation and issued and
delivered as though the person who signed the same or whose facsimile signature
shall have been used thereon had not ceased to be such officer of the
Corporation.

                                   ARTICLE IX
                                    DIVIDENDS

         SECTION 9.1 DECLARATION OF DIVIDENDS. Dividends upon the capital stock
of the Corporation, subject to the provisions of the Certificate of
Incorporation and applicable law, if any, may be declared by the Board of
Directors pursuant to law at any regular or special meeting. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation and applicable law.

         SECTION 9.2 DIVIDEND RESERVE. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                       19


                                   ARTICLE X
                                  FISCAL YEAR

         SECTION 10.1 FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE XI
                   INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

         SECTION 11.1 RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
each person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, from and against all expense, liability and loss (including,
without limitation, attorney's fees, judgments, fines, penalties and amounts
paid in settlement) actually and reasonably incurred or suffered by such person
in connection with such action, suit or proceeding, to the fullest extent
permitted under the DGCL, as it exists on the date hereof or as it may hereafter
be amended; provided, however, that, except as provided in Section 11.3 below
with respect to proceedings to enforce rights to indemnification, the
Corporation shall not be required to indemnify any such person seeking
indemnification in connection with an action, suit or proceeding (or part
thereof) initiated by such person unless such action, suit or proceeding (or
part thereof) was authorized by the Board of Directors.

         SECTION 11.2 RIGHT TO ADVANCEMENT OF EXPENSES. With respect to any
person who is a party or is threatened to be made a party to any threatened or
pending action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that the person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, the
Corporation may, in its discretion and upon such terms and conditions, if any,
as the Corporation deems appropriate, advance the expenses incurred by such
person in defending such action, suit or proceeding prior to its final
disposition.

         SECTION 11.3 ENFORCEMENT. Without the necessity of entering into an
express contract, all rights under this Article XI to indemnification to each
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
Corporation and such other person. Any right to indemnification granted by this
Article XI to each person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, shall be enforceable by or on behalf
of the person holding such right in any court of competent jurisdiction if (i)
the claim for indemnification is denied, in

                                       20


whole or in part, or (ii) no disposition of such claim is made within ninety
(90) days of request therefor. The claimant in such enforcement action, to the
extent successful, shall be entitled to be paid also the expense of prosecuting
the claim. In connection with any claim for indemnification, the Corporation
shall be entitled to raise as a defense to any such action that the claimant has
not met the standards of conduct that make it permissible under the DGCL or any
other applicable law for the Corporation to indemnify the claimant for the
amount claimed. Neither the failure of the Corporation (including its Board of
Directors, a committee of the Board of Directors, independent legal counsel or
its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the DGCL or
any other applicable law, nor an actual determination by the Corporation
(including its Board of Directors, a committee of the Board of Directors,
independent legal counsel or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct. In
any suit brought by person to enforce a right to indemnification hereunder, the
burden of proving that such person is not entitled to be indemnified under this
Article XI or otherwise shall be on the Corporation.

         SECTION 11.4 NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
and to the advancement of expenses conferred in this Article XI shall not be
exclusive of any other right which a person may have or hereafter acquire under
any applicable law (statutory or common), the Certificate of Incorporation,
these Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding office. The Corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and the advancement of
expenses, to the fullest extent not prohibited by the DGCL or by any other
applicable law.

         SECTION 11.5 SURVIVAL OF RIGHTS. The rights to indemnification and to
the advancement of expenses conferred by this Article XI shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

         SECTION 11.6 INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, office, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under this Article XI, the
DGCL or otherwise.

         SECTION 11.7 AMENDMENTS. Any amendment, repeal or modification of, or
adoption of any provision inconsistent with, this Article XI (or any provision
hereof), shall not adversely affect any right to indemnification or advancement
of expenses granted to any person pursuant hereto with respect to any act or
omission of such person occurring prior to the time of such amendment, repeal,
modification or adoption (regardless of whether the action suit or

                                       21


proceeding relating to such acts or omissions is commenced before or after the
time of such amendment, repeal, modification or adoption.

         SECTION 11.8 SAVING CLAUSE. If this Article XI or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director, officer, employee
and agent to the fullest extent not prohibited by any applicable portion of this
Article XI that shall not have been invalidated, or by any other applicable law.
If this Article XI shall be invalid due to the application of the
indemnification provisions of another jurisdiction, then the Corporation shall
indemnify each director, officer, employee and agent to the fullest extent under
any other applicable law.

         SECTION 11.9 CERTAIN DEFINITIONS. For purposes of this Article XI:

                           (1)      References to the "Corporation" shall
         include, in addition to the resulting corporation, any constituent
         corporation (including any constituent of a constituent) absorbed in a
         consolidation or merger which, if its separate existence had continued,
         would have had power and authority to indemnify its directors,
         officers, employees and agents, so that any person who was a director,
         officer, employee or agent of such constituent corporation, or was
         serving at the request of such constituent corporation as a director,
         officer, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise, shall stand in the same position
         under this Article XI with respect to the resulting or surviving
         corporation as such person would have with respect to such constituent
         corporation if its separate existence had continued.

                           (2)      References to "other enterprises" shall
         include, without limitation, employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to an employee benefit plan; and references to "serving at the
         request of the Corporation" shall include, without limitation, any
         service as a director, officer, employee or agent of the Corporation
         which imposes duties on, or involves services by, such director,
         officer, employee, or agent with respect to an employee benefit plan,
         its participants, or beneficiaries; and a person who acted in good
         faith and in a manner he reasonably believed to be in the interest of
         the participants and beneficiaries of an employee benefit plan shall be
         deemed to have acted in a manner "not opposed to the best interests of
         the Corporation" as referred to in this Article XI.

                                       22


                                   ARTICLE XII
                                     NOTICES

         SECTION 12.1 NOTICES.

                  (a)      NOTICE TO STOCKHOLDERS. Written notice to
stockholders of stockholder meetings shall be given as provided in Section 3.4
herein. Without limiting the manner by which notice may otherwise be given
effectively to stockholders under any agreement or contract with such
stockholder, and except as otherwise required by law, written notice to
stockholders for purposes other than stockholder meetings may be sent by United
States mail or nationally recognized overnight courier, or by facsimile,
telegraph or telex or by electronic mail or other electronic means.

                  (b)      NOTICE TO DIRECTORS. Any notice required to be given
to any director may be given by the method stated in subsection (a) above, as
otherwise provided in these Bylaws, except that such notice (other than one
which is delivered personally) shall be sent to such address as such director
shall have filed in writing with the Secretary, or, in the absence of such
filing, to the last known post office address of such director.

                  (c)      AFFIDAVIT OF MAILING. An affidavit of mailing,
executed by a duly authorized and competent employee of the Corporation or its
transfer agent appointed with respect to the class of stock affected, or other
agent, specifying the name and address or the names and addresses of the
stockholder or stockholders, or director or directors, to whom any such notice
or notices was or were given, and the time and method of giving the same, shall
in the absence of fraud, be prima facie evidence of the facts therein contained.

                  (d)      METHODS OF NOTICE. It shall not be necessary that the
same method of giving notice be employed in respect of all recipients of notice,
but one permissible method may be employed in respect of any one or more
recipients, and any other permissible method or methods may be employed in
respect of any other or others.

                  (e)      NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.
Whenever notice is required to be given, under any provision of the DGCL, the
Certificate of Incorporation or these Bylaws, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event the action taken by the Corporation is such as
to require the filing of a certificate under any provision of the DGCL, the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such persons
with whom communication is unlawful.

                  (f)      NOTICE RETURNED UNDELIVERABLE. Whenever notice is
required to be given, under any provision of the DGCL, the Certificate of
Incorporation or these Bylaws, to any stockholder to whom (i) notice of two (2)
consecutive annual meetings, or (ii) all, and at

                                       23


least two (2), payments (if sent by first-class mail) of dividends or interest
on securities during a twelve (12) month period, have been mailed addressed to
such person at such person's address as shown on the records of the Corporation
and have been returned undeliverable, the giving of such notice to such person
shall not be required. Any actions or meeting which shall be taken or held
without notice to such person shall have the same force and effect as if such
notice had been duly given. If any such person shall deliver to the Corporation
a written notice setting forth such person's then current address, the
requirement that notice be given to such person shall be reinstated. In the
event that the action taken by the Corporation is such as to require the filing
of a certificate under any provision of the DGCL, the certificate need not state
that the Corporation did not give notice to persons not required to be given
notice pursuant to Section 230(b) of the DGCL. The exception in clause (i) above
to the requirement that notice be given shall not be applicable to any notice
returned as undeliverable if the notice was given by electronic transmission.

                  (g)      NOTICE TO STOCKHOLDERS SHARING AN ADDRESS. Except as
otherwise prohibited under the DGCL, any notice given under the provisions of
the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if
given by a single written notice to stockholders who share an address if
consented to by the stockholders at that address to whom such notice is given.
Such consent shall be deemed to have been given if such stockholder fails to
object in writing to the Corporation within 60 days of having been given notice
by the Corporation of its intention to send the single notice. Any consent shall
be revocable by the stockholder by written notice to the Corporation.

                  (h)      NOTICE BY ELECTRONIC TRANSMISSION. Without limiting
the manner by which notice otherwise may be given effectively to stockholders,
any notice to stockholders given by the Corporation under any provision of the
DGCL, the Certificate of Incorporation or these Bylaws shall be effective if
given by a form of electronic transmission previously consented to by the
stockholder to whom the notice is given. Any such consent shall be revocable by
the stockholder by written notice to the Corporation. Any such consent shall be
deemed revoked if (i) the Corporation is unable to deliver by electronic
transmission two (2) consecutive notices given by the Corporation in accordance
with such consent, and (ii) such inability becomes known to the Secretary or an
Assistant Secretary of the Corporation, the transfer agent or other person
responsible for the giving of notice; provided, however, the inadvertent failure
to treat such inability as a revocation shall not invalidate any meeting or
other action.

         Notice given pursuant to the above paragraph shall be deemed given (i)
if by facsimile telecommunication, when directed to a number at which the
stockholder has consented to receive notice, (ii) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice, (iii) if by a posting on an electronic network together with a
separate notice to the stockholder of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice, and (iv) if by any
other form of electronic transmission, when directed to the stockholder. An
affidavit of the Secretary or Assistant Secretary, the transfer agent or other
agent of the Corporation that the notice has been given by a form of electronic
transmission shall in the absence of fraud, be prima facie evidence of the facts
stated therein.

                                       24


         For purposes of these Bylaws, "electronic transmission" means any form
of communication, not directly involving the physical transmission of paper,
that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process. This Section 12.1 shall not apply to
Section 164 (failure to pay for stock; remedies), Section 296 (adjudication of
claims; appeal), Section 311 (revocation of voluntary dissolution), Section 312
(renewal, revival, extension and restoration of certificate of incorporation) or
Section 324 (attachment of shares of stock) of the DGCL.

                                  ARTICLE XIII
                                   AMENDMENTS

         SECTION 13.1 AMENDMENTS. The Board of Directors is expressly empowered
to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment
or repeal of the Bylaws of the Corporation by the Board of Directors shall
require the approval of a majority of the directors then in office. The
stockholders shall also have power to adopt, amend or repeal the Bylaws of the
Corporation; provided, however, that, in addition to any vote of the holders of
any class or series of stock of the Corporation required by law or by the
Certificate of Incorporation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to adopt, amend or repeal any provision of the Bylaws of the
Corporation.

                                  ARTICLE XIV
                              RECORDS AND REPORTS

         SECTION 14.1 MAINTENANCE AND INSPECTION OF RECORDS.

                  (a)      The Corporation shall, either at its principal
executive office or at such place or places as designated by the Board of
Directors, keep a record of its stockholders listing their names and addresses
and the number and class of shares held by each stockholder, a copy of these
Bylaws, minute books, accounting books and other records. Any such records
maintained by the Corporation may be kept on, or by means of, or be in the form
of, any information storage device or method, provided that the records so kept
can be converted into clearly legible paper form within a reasonable time. The
Corporation shall so convert any records so kept upon the request of any person
entitled to inspect such records pursuant to the provisions of the DGCL. When
records are kept in such manner, a clearly legible paper form produced from or
by means of the information storage device or method shall be admissible in
evidence, and accepted for all other purposes, to the same extent as an original
paper form accurately portrays the record.

                  (b)      Any stockholder of record, in person or by attorney
or other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for any
proper purpose the Corporation's stock ledger, a list of its stockholders, and
its other books and records and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interest as a
stockholder. In

                                       25


every instance where an attorney or other agent is the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent to so
act on behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal place of
business.

         SECTION 14.2 INSPECTION BY DIRECTORS. Any director shall have the right
to examine the Corporation's stock ledger, a list of its stockholders, and it
other books and records for a purpose reasonably related to his or her position
as a director. The Court of Chancery is hereby vested with the exclusive
jurisdiction to determine whether a director is entitled to the inspection
sought. The court may summarily order the Corporation to permit the director to
inspect any and all books and records, the stock ledger, and the stock list and
to make copies or extracts therefrom. The Court may, in its discretion,
prescribe any limitations or conditions with reference to the inspection, or
award such other and further relief as the Court may deem just and proper.

                                   ARTICLE XV
                                  CONSTRUCTION

         SECTION 15.1 CONSTRUCTION. Unless the context requires otherwise, the
general provisions, rules of construction and definitions in the DGCL shall
govern the construction of these Bylaws. The singular number includes the
plural, and the plural number includes the singular. All pronouns used in these
Bylaws shall be deemed to refer to the masculine, feminine and/or neuter, as the
identity of the person or persons so designated may require.

                                       26

                                                                     EXHIBIT 4.2


     -------------                                              ------------
        NUMBER                                                     SHARES
                                      GTX
      GT
     -------------                                              ------------

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFICATE IS TRANSFERABLE                               SEE REVERSE FOR
 IN CANTON, MA JERSEY CITY, NJ                               CERTAIN DEFINITIONS
      OR IN NEW YORK, NY

     COMMON STOCK                                            CUSIP   40052B 10 8


          THIS CERTIFIES that









           is the owner of

                  fully paid and non-assessable shares with a
                 par value of $.001 each of the Common Stock of

        ------------------------------- GTX, INC. -----------------------------

          transferable on the books of the Corporation by the holder hereof in
          person or by duly authorized Attorney, upon surrender of this
          Certificate properly endorsed. This Certificate is not valid until
          countersigned and registered by the Transfer Agent and Registrar.
             WITNESS the facsimile signatures of its duly authorized officers.

          Dated:

          COUNTERSIGNED AND REGISTERED:
               EquiServe Trust Company, N.A.

                         TRANSFER AGENT
                         AND REGISTRAR



  BY

            AUTHORIZED OFFICER                 PRESIDENT               SECRETARY


         THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS, SUCH REQUEST MAY BE MADE TO THE CORPORATION OR ITS
TRANSFER AGENT.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- AS TENANTS IN COMMON                                          [STAMP]
TENENT  -- AS TENANTS BY THE ENTIRETIES
JT TEN  -- AS JOINT TENANTS WITH RIGHT OF
           SURVIVORSHIP AND NOT AS tenants
           IN COMMON

     Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED_______________ HEREBY set assign and transfer unto

PLEASE INSERT TO CALL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNER

- ---------------------------------------

- ---------------------------------------

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNED

________________________________________________________________________________

________________________________________________________________________________

______________________________________________________________________ shares of
the capital stock represented by the within certificate and do hereby
irrevocably constitute and appoint

________________________________Afforaly to transfer the said stock on the
books of the within named corporation with full power of substitution in the
premises.
Dated_____________

         _______________________________________________________________________
NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
         WRITTEN UPON THE PAGE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
         ALTERATION ON THE [ILLEGIBLE] ANY CHANGE WHATEVER.

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE
17AD-18 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SIGNATURE(S) GUARANTEED BY:

                                                                   EXHIBIT 10.12

                            INDEMNIFICATION AGREEMENT

         THIS AGREEMENT is made and entered into as of the ____ day of
_____________, 2003, by and between GTx, INC., a Delaware corporation (the
"Company"), and the undersigned (the "Indemnitee").

                                    RECITALS

         WHEREAS, it is essential to the Company that it attract and retain as
directors and officers the most capable persons available; and

         WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and officers of
public companies in the current environment; and

         WHEREAS, the prohibitive cost and limited coverages associated with
insurance and the uncertainties relating to indemnification have increased the
difficulty of attracting and retaining qualified persons to serve as corporate
officers and directors; and

         WHEREAS, the Indemnitee currently is serving as a director or officer
of the Company, and the Company desires that the Indemnitee continue to serve in
such capacity. The Indemnitee is willing to continue to serve in such capacity
if the Indemnitee is adequately protected against the risks associated with such
service; and

         WHEREAS, Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), under which law the Company is organized, empowers a
corporation to indemnify a person serving as a director or officer of the
Company and a person who serves at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise, and Section 145 of the DGCL and the Certificate of
Incorporation of the Company specify that the indemnification set forth in
Section 145 and in the Certificate of Incorporation, respectively, shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any law (common or statutory), agreement, vote of stockholders
or Disinterested Directors (defined below) or otherwise; and

         WHEREAS, the Company and the Indemnitee have concluded that the
indemnities available under the Company's Certificate of Incorporation, Bylaws
and any insurance now or hereafter in effect need to be supplemented to more
fully protect the Indemnitee against the risks associated with the Indemnitee's
service to the Company; and

         WHEREAS, in recognition of Indemnitee's need for additional protection
against personal liability in order to enhance Indemnitee's continued service to
the Company in an effective manner, and in order to induce Indemnitee to
continue to provide services to the Company as a director or officer thereof,
the Company wishes to provide in this Agreement for the indemnification of
Indemnitee to the fullest extent permitted by law and as set forth in this
Agreement.


         NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the covenants contained herein and Indemnitee's continued service
to the Company, the Company and Indemnitee, intending to be legally bound,
hereby agree as follows:

         Section 1.        Definitions. The following terms, as used herein,
shall have the following respective meanings:

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings relative to the
foregoing.

         "Change in Control" shall be deemed to have taken place if: (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") other than the
Company or a wholly-owned subsidiary thereof or any employee benefit plan of the
Company or any of its subsidiaries, becomes the beneficial owner of Company
securities having 50% or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company (other than as a result of an issuance of securities
initiated by the Company in the ordinary course of business); or (ii) as the
result of, or in connection with, any cash tender or exchange offer, merger or
other business combination, sale of substantially all of the assets or contested
election, or any combination of the foregoing transactions, less than a majority
of the combined voting power of the then-outstanding securities of the Company
or any successor corporation or entity entitled to vote generally in the
election of the directors of the Company or such other corporation or entity
after such transaction is held in the aggregate by the holders of the Company
securities entitled to vote generally in the election of directors of the
Company immediately prior to such transaction; or (iii) during any period of two
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's stockholders, of each director of the Company
first elected during such period was approved by the Nominating Committee,
Corporate Governance Committee or similar committee of the Board of Directors.

         "Claim" means (a) any threatened, pending or completed action, suit,
proceeding or arbitration or other alternative dispute resolution mechanism, or
(b) any inquiry, hearing or investigation, whether conducted by the Company or
any other Person, that Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or arbitration or other
alternative dispute resolution mechanism, in each case whether civil, criminal,
administrative or other (whether or not the claims or allegations therein are
groundless, false or fraudulent) and includes, without limitation, those brought
by or in the name of the Company or any director or officer of the Company.

         "Company" has the meaning set forth in the preface above.

                                       2


         "Company Agent" means any director, officer, partner, employee, agent,
trustee or fiduciary of the Company, any Subsidiary or any Other Enterprise.

         "Covered Event" means any event or occurrence on or after the date of
this Agreement related to the fact that Indemnitee is or was a Company Agent or
related to anything done or not done by Indemnitee in any such capacity, and
includes, without limitation, any such event or occurrence (a) arising from
performance of the responsibilities, obligations or duties imposed by ERISA or
any similar applicable provisions of state or common law, or (b) arising from
any merger, consolidation or other business combination involving the Company,
any Subsidiary or any Other Enterprise, including, without limitation, any sale
or other transfer of all or substantially all of the business or assets of the
Company, any Subsidiary or any Other Enterprise; provided, however, that in any
such case, Indemnitee acted in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company, and in addition, in the case of a criminal proceeding, had no
reasonable cause to believe that such Indemnitee's conduct was unlawful.

         "DGCL" has the meaning set forth in the recitals above.

         "D&O Insurance" means the directors' and officers' liability insurance
maintained by or for the benefit of the Company, its directors or officers and
any replacement or substitute policies.

         "Determination" means a determination made by (a) a majority vote of
Disinterested Directors even if less than a quorum of the entire Board of
Directors of the Company; (b) Independent Legal Counsel, in a written opinion
addressed to the Company and Indemnitee; (c) the stockholders of the Company; or
(d) a decision by a court of competent jurisdiction not subject to further
appeal.

         "Disinterested Director" shall be a director of the Company who is not
or was not a party to the Claim giving rise to the subject matter of a
Determination.

         "Exchange Act" has the meaning set forth in the definition of Change of
Control.

         "Expenses" includes attorneys' fees and all other costs, travel
expenses, fees of experts, transcript costs, filing fees, witness fees,
telephone charges, postage, copying costs, delivery service fees and other
expenses and obligations of any nature whatsoever paid or incurred in connection
with investigating, prosecuting or defending, being a witness in or
participating in (including on appeal), or preparing to prosecute or defend, be
a witness in or participate in any Claim, for which Indemnitee is or becomes
legally obligated to pay.

         "Indemnitee" has the meaning set forth in the preface above.

         "Independent Legal Counsel" shall mean a law firm or a member of a law
firm that (a) neither is, nor in the past five years has been, retained to
represent in any material matter the Company, any Subsidiary, any Other
Enterprise, Indemnitee or any other party to the Claim, (b)

                                       3


under applicable standards of professional conduct then prevailing would not
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee's rights to indemnification under this
Agreement and (c) is reasonably acceptable to the Company and Indemnitee.

         "Loss" means any amount which Indemnitee is legally obligated to pay as
a result of any Claim, including, without limitation, (a) all judgments,
penalties and fines, and amounts paid or to be paid in settlement, (b) all
interest, assessments and other charges paid or payable in connection therewith
and (c) any federal, state, local or foreign taxes imposed (net of the value to
Indemnitee of any tax benefits resulting from tax deductions or otherwise as a
result of the actual or deemed receipt of any payments under this Agreement.

         "Other Enterprise" means any corporation (other than the Company or any
Subsidiary), partnership, joint venture, association, employee benefit plan,
trust or other enterprise or organization to which Indemnitee renders service at
the request of the Company or any Subsidiary.

         "Parent" shall have the meaning set forth in the regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"); provided the term "Parent" shall not include the board
of directors of a corporation in its capacity as a board of directors, and
provided further that if the other party to any transaction referred to in
Section 12.1.2 has no Parent as so defined above, "Parent" shall mean such other
party.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (or any subdivision, department, commission or agency thereof), and
includes without limitation any "person", as such term is used in Sections 13(d)
and 14(d) of the Exchange Act.

         "Potential Change in Control" shall be deemed to have occurred if (a)
the Company enters into an agreement or arrangement the consummation of which
would result in the occurrence of a Change in Control, (b) any Person (including
the Company) publicly announces an intention to take or to consider taking
actions which if consummated would constitute a Change in Control or (c) the
Board of Directors of the Company adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.

         "Securities Act" has the meaning set forth in the definition of Parent.

         "Subsidiary" means any corporation of which more than 50% of the
outstanding stock having ordinary voting power to elect a majority of the board
of directors of such corporation is now or hereafter owned, directly or
indirectly, by the Company.

         "Voting Securities" means any securities of the Company which vote
generally in the election of directors.

                                       4


         Section 2.        Indemnification

         2.1.     General Indemnity Obligation.

                  2.1.1.   Subject to the remaining provisions of this
Agreement, the Company hereby indemnifies and holds Indemnitee harmless for any
Losses or Expenses arising from any Claims relating to (or arising in whole or
in part out of) any Covered Event, including, without limitation, any Claim the
basis of which is any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or attempted by
Indemnitee in the capacity as a Company Agent, whether or not Indemnitee is
acting or serving in such capacity at the date of this Agreement, at the time
liability is incurred or at the time the Claim is initiated.

                  2.1.2.   The obligations of the Company under this Agreement
shall apply to the fullest extent authorized or permitted by the provisions of
applicable law, as presently in effect or as changed after the date of this
Agreement, whether by statute or judicial decision (but, in the case of any
subsequent change, only to the extent that such change permits the Company to
provide broader indemnification than permitted prior to giving effect thereto).

                  2.1.3.   Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Claim initiated by Indemnitee
against the Company or any director or officer of the Company, unless the
Company has joined in or consented to the initiation of such Claim; provided,
the provisions of this Section 2.1.3 shall not apply (i) following a Change in
Control to Claims seeking enforcement of this Agreement, the Certificate of
Incorporation or Bylaws of the Company or any other agreement now or hereafter
in effect relating to indemnification for Covered Events or (ii) absent a Change
in Control, to Claims seeking enforcement of this Agreement, the Certificate of
Incorporation or Bylaws of the Company or any other agreement now or hereafter
in effect relating to indemnification for Covered Events, but only if the
Indemnitee is ultimately determined to be entitled to indemnification.

                  2.1.4.   If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the Losses
or Expenses paid with respect to a Claim but not, however, for the total amount
thereof, the Company shall nevertheless indemnify and hold Indemnitee harmless
against the portion thereof to which Indemnitee is entitled.

                  2.1.5.   Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or
otherwise in defense of any or all Claims relating to (or arising in whole or in
part out of) a Covered Event or in defense of any issue or matter therein,
including dismissal without prejudice, the Company shall indemnify and hold
Indemnitee harmless against all Expenses incurred in connection therewith.

         2.2.     Indemnification for Serving as Witness and Certain Other
Claims. Notwithstanding any other provision of this Agreement, the Company
hereby indemnifies and holds Indemnitee harmless for all Expenses in connection
with (a) the preparation to serve or

                                       5


service as a witness in any Claim in which Indemnitee is not a party, if such
actual or proposed service as a witness arose by reason of Indemnitee having
served as a Company Agent on or after the date of this Agreement and (b) any
Claim initiated by Indemnitee on or after the date of this Agreement (i) for
recovery under any D&O Insurance; (ii) following a Change in Control, for
enforcement of the indemnification obligations of the Company under this
Agreement, the Certificate of Incorporation or Bylaws of the Company or any
other agreement now or hereafter in effect relating to indemnification for
Covered Events, regardless of whether Indemnitee ultimately is determined to be
entitled to such insurance recovery or indemnification, as the case may be; or
(iii) absent a Change in Control, for enforcement of this Agreement, the
Certificate of Incorporation or Bylaws of the Company or any other agreement now
or hereafter in effect relating to indemnification for Covered Events, but only
if the Indemnitee is ultimately determined to be entitled to indemnification.

         Section 3.        Limitations on Indemnification.

         3.1.     Coverage Limitations. No indemnification is available pursuant
to the provisions of this Agreement:

                  3.1.1.   If such indemnification is not lawful (and, in this
respect, both the Company and Indemnitee have been advised that the Securities
and Exchange Commission believes that indemnification for liabilities arising
under the federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to
appropriate courts for adjudication);

                  3.1.2.   If Indemnitee's conduct giving rise to the Claim with
respect to which indemnification is requested was knowingly fraudulent, a
knowing violation of law, deliberately dishonest or in bad faith or constituted
willful misconduct;

                  3.1.3.   In respect of any Claim based upon or attributable to
Indemnitee's conduct that is established by a final judgment as constituting a
breach of Indemnitee's duty of loyalty to the Company or resulting in any
personal profit or advantage to which Indemnitee was not legally entitled;

                  3.1.4.   In respect of any Claim based upon or in connection
with a proceeding by or in the right of the Company in which Indemnitee was
adjudged liable to the Company unless and only to the extent that the Court of
Chancery of Delaware shall determine upon application that, despite the
adjudication of such liability but in view of all circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for such expenses
(including attorney's fees) which the Court of Chancery of Delaware shall deem
proper; or

                  3.1.5.   In respect of any Claim against Indemnitee for an
accounting of profits made from the purchase or sale by Indemnitee of securities
of the Company within the meaning of Section 16(b) of the Exchange Act or
similar provisions of any federal, state or local statutory law.

                                       6


                  3.1.6.   No Duplication of Payments. The Company shall not be
liable under this Agreement to make any payment otherwise due and payable to the
extent Indemnitee has otherwise actually received payment (whether under the
Certificate of Incorporation or the Bylaws of the Company, the D&O Insurance or
otherwise) of any amounts otherwise due and payable under this Agreement.

         Section 4.        Payments and Determinations.

         4.1.     Advancement and Reimbursement of Expenses. If requested by
Indemnitee, the Company shall advance to Indemnitee, no later than five business
days following any such request, any and all Expenses for which indemnification
is available under Section 2. In order to obtain such advancement or
reimbursement, the Indemnitee must also furnish to the Company a written
affirmation of his good faith belief that he has conducted himself in good faith
and that he reasonably believed that: (1) in the case of conduct in his official
capacity with the Company, that his conduct was in its best interest; (2) in all
other cases, that his conduct was at least not opposed to its best interests;
and (3) in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. In addition, Indemnitee must furnish to the
Company a written undertaking, executed personally or on his behalf, to repay
the advance if it is ultimately determined that he is not entitled to
indemnification. Upon any Determination that Indemnitee is not permitted to be
indemnified for any Expenses so advanced, Indemnitee hereby agrees to reimburse
the Company for all such amounts previously paid. Such obligation of
reimbursement shall be unsecured and no interest shall be charged thereon.

         4.2.     Determination of Entitlement to Indemnification and Payment
Procedures.

                  4.2.1.   Except as provided in Section 4.1 with respect to
advances of Expenses, to obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, together with such documentation
and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary of the Company shall, promptly upon receipt of
such a request for indemnification, advise the Board of Directors in writing
that Indemnitee has requested indemnification.

                  4.2.2.   Any such indemnification shall be made promptly, and
in any event within 60 days after receipt by the Company of the written request
of the Indemnitee, unless with respect to requests submitted pursuant to this
Agreement the Company makes a Determination within the 60 day period that the
Indemnitee did not meet the applicable standard of conduct as set forth in this
Agreement. Such Determination shall be made in the specific case (a) if a Change
in Control shall have occurred, as provided in Section 9.1; and (b) if a Change
in Control shall not have occurred, by (i) the Board of Directors by a majority
vote of Disinterested Directors, (ii) Independent Legal Counsel, if either (A)
there are no Disinterested Directors or (B) a majority vote of Disinterested
Directors otherwise so directs or (iii) the stockholders of the Company (if
submitted by the Board of Directors), but shares of stock owned by or voted
under the control of any Indemnitee who is at the time party to the proceeding
may not be voted.

                                       7


                  4.2.3.   If no Determination is made within 60 days after
receipt by the Company of a request for indemnification by Indemnitee pursuant
to Section 4.2.1, a Determination shall be deemed to have been made that
Indemnitee is entitled to the requested indemnification (and the Company shall
promptly pay the related Losses and Expenses), except where such indemnification
is not lawful; provided, however, that (a) such 60-day period may be extended
for a reasonable time, not to exceed an additional 30 days, if the Person or
Persons making the Determination in good faith require such additional time for
obtaining or evaluating the documentation and information relating thereto; and
(b) the foregoing provisions of this Section 4.2.3 shall not apply (i) if the
Determination is to be made by the stockholders of the Company and if (A) within
15 days after receipt by the Company of the request by Indemnitee pursuant to
Section 4.2.1 the Board of Directors has resolved to submit such Determination
to the stockholders at an annual meeting of the stockholders to be held within
75 days after such receipt, and such Determination is made at such annual
meeting, or (B) a special meeting of stockholders is called within 15 days after
such receipt for the purpose of making such Determination, such meeting is held
for such purpose within 60 days after having been so called and such
Determination is made at such special meeting, or (ii) if the Determination is
to be made by Independent Legal Counsel.

         Section 5.        D & O Insurance.

         5.1.     Current Policies. The Company hereby represents and warrants
to Indemnitee that Exhibit 1 contains a complete and accurate description of the
D&O Insurance and that such insurance is in full force and effect.

         5.2.     Continued Coverage. The Company shall maintain, to the extent
practicable, the D&O Insurance for so long as this Agreement remains in effect.
The Company shall cause the D&O Insurance to cover Indemnitee, in accordance
with its terms and at all times such insurance is in effect, to the maximum
extent of the coverage provided thereby for any director or officer of the
Company.

         5.3.     Indemnification. In the event of any reduction in, or
cancellation of, the D&O Insurance (whether voluntary or involuntary on behalf
of the Company), the Company shall, and hereby agrees to, indemnify and hold
Indemnitee harmless against any Losses or Expenses which Indemnitee is or
becomes obligated to pay as a result of the Company's failure to maintain the
D&O Insurance in effect in accordance with the provisions of Section 5.2, to the
fullest extent permitted by applicable law, notwithstanding any provision of the
Certificate of Incorporation or the Bylaws of the Company, or any other
agreement now or hereafter in effect relating to indemnification for Covered
Events. The indemnification available under this Section 5.3 is in addition to
all other obligations of indemnification of the Company under this Agreement and
shall be the only remedy of Indemnitee for a breach by the Company of its
obligations set forth in Section 5.2.

         Section 6.        Subrogation. In the event of any payment under this
Agreement to or on behalf of Indemnitee, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee against
any Person other than the Company or Indemnitee in respect of the Claim giving
rise to such payment. Indemnitee shall execute all papers reasonably

                                       8


required and shall do everything reasonably necessary to secure such rights,
including the execution of such documents reasonably necessary to enable the
Company effectively to bring suit to enforce such rights.

         Section 7.        Notification and Defense of Claims.

         7.1.     Notice by Indemnitee. Indemnitee shall give notice in writing
to the Company as soon as practicable after Indemnitee becomes aware of any
Claim with respect to which indemnification will or could be sought under this
Agreement; provided the failure of Indemnitee to give such notice, or any delay
in giving such notice, shall not relieve the Company of its obligations under
this Agreement except to the extent the Company is actually prejudiced by any
such failure or delay.

         7.2.     Insurance. The Company shall give prompt notice of the
commencement of any Claim relating to Covered Events to the insurers on the D&O
Insurance, if any, in accordance with the procedures set forth in the respective
policies in favor of Indemnitee. The Company shall thereafter take all necessary
action to cause such insurers to pay, on behalf of Indemnitee, all amounts
payable as a result of such Claims in accordance with the terms of such
policies.

         7.3.     Defense.

                  7.3.1.   In the event any Claim relating to Covered Events is
by or in the right of the Company, Indemnitee may, at the option of Indemnitee,
either control the defense thereof or accept the defense provided under the D&O
Insurance; provided, however, that Indemnitee may not control the defense if
such decision would jeopardize the coverage provided by the D&O Insurance, if
any, to the Company or the other directors and officers covered thereby, and
also provided that the amounts expended by the Company shall be reimbursed to
the Company by the Indemnitee if the standards and requirements of Section 145
of the DGCL so require.

                  7.3.2.   In the event any Claim relating to Covered Events is
other than by or in the right of the Company, Indemnitee may, at the option of
Indemnitee, either control the defense thereof, require the Company to defend or
accept the defense provided under the D&O Insurance; provided, however, that
Indemnitee may not control the defense or require the Company to defend if such
decision would jeopardize the coverage provided by the D&O Insurance to the
Company or the other directors and officers covered thereby. In the event that
Indemnitee requires the Company to so defend, or in the event that Indemnitee
proceeds under the D&O Insurance but Indemnitee determines that such insurers
under the D&O Insurance are unable or unwilling to adequately defend Indemnitee
against any such Claim, the Company shall promptly undertake to defend any such
Claim, at the Company's sole cost and expense, utilizing counsel of Indemnitee's
choice who has been approved by the Company. If appropriate, the Company shall
have the right to participate in the defense of any such Claim.

                  7.3.3.   In the event the Company shall fail, as required by
any election by Indemnitee pursuant to Section 7.3.2, timely to defend
Indemnitee against any such Claim, Indemnitee shall have the right to do so,
including, without limitation, the right (notwithstanding

                                       9


Section 7.3.4) to make any settlement thereof, and to recover from the Company,
to the extent otherwise permitted by this Agreement, all Expenses and Losses
paid as a result thereof.

                  7.3.4.   The Company shall have no obligation under this
Agreement with respect to any amounts paid or to be paid in settlement of any
Claim without the express prior written consent of the Company to any related
settlement. In no event shall the Company authorize any settlement imposing any
liability or other obligations on Indemnitee without the express prior written
consent of Indemnitee. Neither the Company nor Indemnitee shall unreasonably
withhold consent to any proposed settlement.

         Section 8.        Determinations and Related Matters.

         8.1.     Presumptions.

                  8.1.1.   If a Change in Control shall have occurred,
Indemnitee shall be entitled to a rebuttable presumption that Indemnitee is
entitled to indemnification under this Agreement and the Company shall have the
burden of proof in rebutting such presumption.

                  8.1.2.   The termination of any Claim by settlement (whether
with or without court approval), or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect either the right of
Indemnitee to indemnification under this Agreement, except as may be
specifically provided herein, or create a presumption that Indemnitee did not
meet or act in good faith and in a manner that Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company or create a
presumption that (with respect to any criminal action or proceeding) Indemnitee
had reasonable cause to believe that Indemnitee's conduct was unlawful.

         8.2.     Appeals; Enforcement.

                  8.2.1.   In the event that (a) a Determination is made that
Indemnitee shall not be entitled to indemnification under this Agreement, (b)
any Determination to be made by Independent Legal Counsel is not made within 90
days of receipt by the Company of a request for indemnification pursuant to
Section 4.2.1 or (c) the Company fails to otherwise perform any of its
obligations under this Agreement (including, without limitation, its obligation
to make payments to Indemnitee following any Determination made or deemed to
have been made that such payments are appropriate), Indemnitee shall have the
right to commence a Claim in any court of competent jurisdiction, as
appropriate, to seek a Determination by the court, to challenge or appeal any
Determination which has been made, or to otherwise enforce this Agreement. If a
Change of Control shall have occurred, Indemnitee shall have the option to have
any such Claim conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. Any such judicial proceeding challenging or
appealing any Determination shall be deemed to be conducted de novo and without
prejudice by reason of any prior Determination to the effect that Indemnitee is
not entitled to indemnification under this Agreement. Any such Claim shall be at
the sole expense of Indemnitee except as provided in Section 9.2.

                  8.2.2.   If a Determination shall have been made or deemed to
have been made pursuant to this Agreement that Indemnitee is entitled to
indemnification, the Company shall be

                                       10


bound by such Determination in any judicial proceeding or arbitration commenced
pursuant to this Section 8.2, except if such indemnification is unlawful.

                  8.2.3.   The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 8.2 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement. The Company
hereby consents to service of process and to appear in any judicial or
arbitration proceedings and shall not oppose Indemnitee's right to commence any
such proceedings.

         8.3.     Procedures. Indemnitee shall cooperate with the Company and
with any Person making any Determination with respect to any Claim for which a
claim for indemnification under this Agreement has been made, as the Company may
reasonably require. Indemnitee shall provide to the Company or the Person making
any Determination, upon reasonable advance request, any documentation or
information reasonably available to Indemnitee and necessary to (a) the Company
with respect to any such Claim or (b) the Person making any Determination with
respect thereto.

         Section 9.        Change in Control Procedures.

         9.1.     Determinations. If there is a Change in Control, any
Determination to be made under Section 4 shall be made by Independent Legal
Counsel selected by Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld). The Company shall pay the reasonable fees of the
Independent Legal Counsel and indemnify fully such Independent Legal Counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or the engagement of
Independent Legal Counsel pursuant hereto.





                                       11



         9.2.     Expenses. Following any Change in Control, the Company shall
be liable for, and shall pay the Expenses paid or incurred by Indemnitee in
connection with the making of any Determination (irrespective of the
determination as to Indemnitee's entitlement to indemnification) or the
prosecution of any Claim pursuant to Section 8.2, and the Company hereby agrees
to indemnify and hold Indemnitee harmless therefrom. If requested by counsel for
Indemnitee, the Company shall promptly give such counsel an appropriate written
agreement with respect to the payment of its fees and expenses and such other
matters as may be reasonably requested by such counsel.

         Section 10.       Period of Limitations. No legal action shall be
brought and no cause of action shall be asserted by or in the right of the
Company, any Subsidiary, any Other Enterprise or any Affiliate of the Company
against Indemnitee or Indemnitee's spouse, heirs, executors, administrators or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of the
Company, any Subsidiary, any Other Enterprise or any Affiliate of the Company
shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any
shorter period of limitations, whether established by statute or judicial
decision, is otherwise applicable to any such cause of action such shorter
period shall govern.

         Section 11.       Contribution. If the indemnification provisions of
this Agreement should be unenforceable under applicable law in whole or in part
or insufficient to hold Indemnitee harmless in respect of any Losses and
Expenses incurred by Indemnitee, then for purposes of this Section 11, the
Company shall be treated as if it were, or was threatened to be made, a party
defendant to the subject Claim and the Company shall contribute to the amounts
paid or payable by Indemnitee as a result of such Losses and Expenses incurred
by Indemnitee in such proportion as is appropriate to reflect the relative
benefits accruing to the Company on the one hand and Indemnitee on the other and
the relative fault of the Company on the one hand and Indemnitee on the other in
connection with such Claim, as well as any other relevant equitable
considerations. For purposes of this Section 11 the relative benefit of the
Company shall be deemed to be the benefits accruing to it and to all of its
directors, officers, employees and agents (other than Indemnitee) on the one
hand, as a group and treated as one entity, and the relative benefit of
Indemnitee shall be deemed to be an amount not greater than the Indemnitee's
yearly base salary or Indemnitee's compensation from the Company during the
first year in which the Covered Event forming the basis for the subject Claim
was alleged to have occurred. The relative fault shall be determined by
reference to, among other things, the fault of the Company and all of its
directors, officers, employees and agents (other than Indemnitee) on the one
hand, as a group and treated as one entity, and Indemnitee's and such group's
relative intent, knowledge, access to information and opportunity to have
altered or prevented the Covered Event forming the basis for the subject Claim.

                                       12


         Section 12.       Miscellaneous Provisions.

         12.1.    Successors and Assigns, Etc.

                  12.1.1.  This Agreement shall be binding upon and inure to the
benefit of (a) the Company, its successors and assigns (including any direct or
indirect successor by merger, consolidation or operation of law or by transfer
of all or substantially all of its assets) and (b) Indemnitee and the heirs,
personal and legal representatives, executors, administrators or assigns of
Indemnitee.

                  12.1.2.  The Company shall not consummate any consolidation,
merger or other business combination, nor will it transfer 50% or more of its
assets (in one or a series of related transactions), unless the ultimate Parent
of the successor to the business or assets of the Company shall have first
executed an agreement, in form and substance satisfactory to Indemnitee, to
expressly assume all obligations of the Company under this Agreement and agree
to perform this Agreement in accordance with its terms, in the same manner and
to the same extent that the Company would be required to perform this Agreement
if no such transaction had taken place; provided that, if the Parent is not the
Company, the legality of payment of indemnity by the Parent shall be determined
by reference to the fact that such indemnity is to be paid by the Parent rather
than the Company.

         12.2.    Severability. The provisions of this Agreement are severable.
If any provision of this Agreement shall be held by any court of competent
jurisdiction to be invalid, void or unenforceable, such provision shall be
deemed to be modified to the minimum extent necessary to avoid a violation of
law and, as so modified, such provision and the remaining provisions shall
remain valid and enforceable in accordance with their terms to the fullest
extent permitted by law.

         12.3.    Rights Not Exclusive; Continuation of Right of
Indemnification. Nothing in this Agreement shall be deemed to diminish or
otherwise restrict Indemnitee's right to indemnification pursuant to any
provision of the Certificate of Incorporation or Bylaws of the Company, any
agreement, vote of stockholders or Disinterested Directors, applicable law or
otherwise. This Agreement shall be effective as of the date first above written
and continue in effect until no Claims relating to any Covered Event may be
asserted against Indemnitee and until any Claims commenced prior thereto are
finally terminated and resolved, regardless of whether Indemnitee continues to
serve as a director of the Company, any Subsidiary or any Other Enterprise.

         12.4.    No Employment Agreement. Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained in the employ
of the Company, any Subsidiary or any Other Enterprise.

         12.5.    Subsequent Amendment. No amendment, termination or repeal of
any provision of the Certificate of Incorporation or Bylaws of the Company, or
any respective successors thereto, or of any relevant provision of any
applicable law, shall affect or diminish in any way the rights of Indemnitee to
indemnification, or the obligations of the Company, arising under this

                                       13


Agreement, whether the alleged actions or conduct of Indemnitee giving rise to
the necessity of such indemnification arose before or after any such amendment,
termination or repeal.

         12.6.    Notices. Notices required under this Agreement shall be given
in writing and shall be deemed given when delivered in person or sent by
certified or registered mail, return receipt requested, postage prepaid. Notices
shall be directed to the Company at GTx, Inc., 3 North Dunlap Street, Third
Floor, Van Vleet Building, Memphis, Tennessee 38163, Attention: Chief Executive
Officer, and to Indemnitee at the address set forth on the signature page hereto
(or such other address as either party may designate in writing to the other).

         12.7.    Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and performed in such state without giving effect
to the principles of conflict of laws.

         12.8.    Headings. The headings of the Sections of this Agreement are
inserted for convenience only and shall not be deemed to discriminate part of
this Agreement or to affect the construction thereof.

         12.9.    Counterparts. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one instrument.

         12.10.   Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall constitute, or be deemed to constitute, a waiver of any other provisions
hereof (whether or not similar) nor shall any such waiver constitute a
continuing waiver.

                            [Signature page follows.]

                                       14


         The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.

                                                  GTx, INC.

                                                  By:___________________________
                                                  Title:________________________

                                                  INDEMNITEE

                                                  ______________________________
                                                  Name:

                                                  Address: _____________________

                                                           _____________________

                                                           _____________________


[The Company is a party to an Indemnification Agreement in the form of this
Exhibit 10.12 with each of J.R. Hyde, III, Mitchell S. Steiner, Marc S.
Hanover, Mark E. Mosteller, Henry P. Doggrell, John H. Pontius and Rosemary
Mazanet.]


                                       15


                                    Exhibit 1

                          Description of D&O Insurance

                                       A-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 for Note 1, as to which the date is December 1, 2003 in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-109700) and related Prospectus of GTx, Inc. for the registration of      ,000,000 shares of its common stock.

/s/ Ernst & Young LLP

Memphis, Tennessee
December 19, 2003