FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT

1.

Amendment of “Sublicense Revenue” Definition. Section 1.36 of the Original Agreement is hereby amended and restated to read in its entirety as follows:

A.

Deductions . There shall be deducted from Sublicense Revenue payments received by GTx as reimbursement for actual, otherwise unreimbursed, out-of-pocket expenses as set out in the applicable Sublicense agreement, provided that only reimbursements for expenses incurred in the development of one or more Licensed Products covered by such Sublicense agreement may be deducted from Sublicense Revenue and then only to the extent of expenses incurred from and after the date of the Sublicense agreement for pre-clinical or clinical research and development, including development of the formulation and manufacturing process, manufacturing of preclinical and clinical supplies and analytical and stability testing as required by the Food and Drug Administration to support a New Drug Application filing for the Licensed Product. However, no part of any reimbursement received by GTx from Ipsen for actual out-of-pocket pre-clinical and clinical research and development expenses incurred by GTx for the PIN Indication (as defined in the Ipsen Sublicense) will be considered Sublicense Revenue, although the amount of any premium on Ipsen’s share of Past Initial Development Expenses (as defined in the Ipsen Sublicense) for the PIN Indication paid to GTx by Ipsen under subsection (ii) of Section 4.2(e)(iii) of the Ipsen Sublicense will be considered Sublicense Revenue. Additionally, Sublicense Revenue will not include any payments made to Third Parties by or on behalf of a Sublicensee for conducting clinical trials, filing new drug applications, commercially launching a product and/or

marketing and selling a product, since these are not payments received by GTx from a Sublicensee on account of the Sublicense.

B.

Exclusions . Sublicense Revenue will not include:

For purposes of this Section 1.36 (B), “fair market value” shall mean (1) with respect to the Common Stock of GTx, the closing price of the Common Stock as quoted or traded on the NASDAQ Global Market (or other applicable exchange or public market) on the day of closing of such stock sale, or if the closing of such stock sale does not take place on a trading day, the closing price on the last trading day prior to the day of closing of such stock sale; and (2) with respect to any other security of GTx other than Common Stock, the parties shall seek in good faith to agree on the fair market value of such security and in the event the parties cannot mutually agree on such value, the determination of fair market value shall be submitted to dispute resolution pursuant to Section 11.1. Also for clarity, in the case of the purchase of securities of GTx by a Sublicensee or an Affiliate of Sublicensee, (i) if such securities are acquired in connection with the receipt of rights under Licensed Subject Matter, then any amounts paid in excess of the fair market value of such securities shall be included as an element of Sublicense Revenue, (ii) if such securities are acquired by a Sublicensee in a transaction not in connection with the grant of rights (or the grant of further rights) under Licensed Subject Matter, then no portion of the purchase price of such securities shall constitute Sublicense Revenue, regardless of the relationship between purchase price and fair market value, and (iii) if GTx were to be acquired by a Sublicensee or an Affiliate of a Sublicensee, no portion of the purchase price in any form shall be Sublicense Revenue.

“11.1 Except for the right of either party to apply to a court of