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EXHIBIT 10.23
[ * ] = CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
AMENDMENT
This amendment made and
executed this 29th day of December, 2003 (herein after
referred to as the
"Amendment") to the Amended and Restated License and
Supply
Agreement by and between
Orion Corporation, Espoo, Finland ("Orion") and GTx,
Inc., Memphis, Tennessee
("GTX") concerning Toremifene
WITNESSETH
WHEREAS, GTX is desirous of
being granted certain negotiation rights concerning
[ * ];
WHEREAS, Orion is willing to
grant such rights to GTX in accordance with, and
subject to, the terms and
conditions herein after contained;
NOW THEREFORE, intending to
be legally bound, and in consideration of the mutual
covenants contained herein,
the receipt and sufficiency of which are hereby
acknowledged, the Parties
hereto agree as follows:
1. Section 2.1.5 shall be
supplemented to include additional paragraphs to read
as follows:
With respect to [ * ], GTX
shall have the following rights:
Should Orion at any time
during the term of [ * ], as the case may be [ * ]
rights to commercialize [ * ]
and should it contemplate granting such rights to
a Third Party
distributor/licensee, then GTX shall have a right to
negotiate
with Orion for the exclusive
rights to market, sell and distribute [
