Gtx Inc /De/ Sample Contracts

Gtx Inc /De/ – FIRST AMENDMENT TO OFFICE LEASE (May 15th, 2018)

THIS FIRST AMENDMENT TO OFFICE LEASE (“Amendment”) is made and entered into as of March 8, 2018, between HERTZ MEMPHIS THREE, LLC, a Delaware limited liability company (“Landlord”), and GTX, INC., a Delaware corporation (“Tenant”).

Gtx Inc /De/ – GTX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT (February 9th, 2018)

GTx, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000.00 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”).  The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

Gtx Inc /De/ – GTx, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF (December 22nd, 2017)

This COMMON STOCK WARRANT AGREEMENT (this “Agreement”) is dated as of                      between GTx, Inc., a Delaware corporation (the “Company”) and                     , a [corporation] [national banking association] organized and existing under the laws of                     and having a corporate trust office in                     , as warrant agent (the “Warrant Agent”).

Gtx Inc /De/ – FORM OF WARRANT (October 20th, 2017)

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORT

Gtx Inc /De/ – SECURITIES PURCHASE AGREEMENT (September 29th, 2017)

This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2017, between GTx, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Gtx Inc /De/ – LOAN AGREEMENT (August 14th, 2017)

This LOAN AGREEMENT (this “Agreement”) is entered into as of August 10, 2017 (the “Effective Date”) by and among The Pyramid Peak Foundation (“Pyramid”), J.R. Hyde, III (“Hyde” and, together with Pyramid, the “Lenders”), and GTx, Inc., a Delaware corporation (“Borrower”).  The parties agree as follows:

Gtx Inc /De/ – GTX, INC. AMENDED AND RESTATED 2004 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN Adopted January 14, 2004 Approved by Stockholders January 14, 2004 Amended and Restated on February 15, 2006 Approved by Stockholders April 26, 2006 Amended by the Board on November 4, 2008 (March 24th, 2017)
Gtx Inc /De/ – GTX, INC. 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD: FEBRUARY 14, 2013 APPROVED BY THE STOCKHOLDERS: MAY 2, 2013 AMENDED AND RESTATED BY THE BOARD: FEBRUARY 12, 2015 APPROVED BY THE STOCKHOLDERS: MAY 6, 2015 (March 24th, 2017)
Gtx Inc /De/ – EMPLOYMENT AGREEMENT (March 24th, 2017)

This Employment Agreement (this “Agreement”) is made and entered into as of January 6, 2017 (the “Effective Date”) by and between GTx, Inc., located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 (the “Employer”), and JASON SHACKELFORD (the “Employee”), residing at 2188 Wentworth Lane, Germantown, Tennessee 38139.

Gtx Inc /De/ – GTX, INC. 2000 STOCK OPTION PLAN (March 24th, 2017)
Gtx Inc /De/ – GTX, INC. DIRECTORS’ DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE FEBRUARY 18, 2016) (March 24th, 2017)
Gtx Inc /De/ – GTX, INC. 2013 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD: FEBRUARY 14, 2013 APPROVED BY THE STOCKHOLDERS: MAY 2, 2013 (March 24th, 2017)
Gtx Inc /De/ – GENOTHERAPEUTICS, INC. STOCK OPTION PLAN (March 24th, 2017)
Gtx Inc /De/ – GTX, INC. 2004 EQUITY INCENTIVE PLAN Adopted January 14, 2004 Approved By Stockholders January 14, 2004 Amended by the Board March 6, 2008 Approved by Stockholders April 30, 2008 Amended by The Board November 4, 2008 (March 24th, 2017)
Gtx Inc /De/ – GTx, Inc. 2002 STOCK OPTION PLAN (March 24th, 2017)
Gtx Inc /De/ – GTX, INC. 2001 STOCK OPTION PLAN (March 24th, 2017)
Gtx Inc /De/ – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF GTX, INC. (December 5th, 2016)

GTX, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:

Gtx Inc /De/ – SUBSCRIPTION AGREEMENT (October 12th, 2016)
Gtx Inc /De/ – GTX, INC. WARRANT AMENDMENT AGREEMENT (May 10th, 2016)

THIS WARRANT AMENDMENT AGREEMENT (the “Amendment”) is made effective as of March 25, 2016, by and among GTX, INC., a Delaware corporation (the “Company”), and the undersigned Holder.

Gtx Inc /De/ – GTX, INC. DIRECTORS’ DEFERRED COMPENSATION PLAN (AMENDED AND RESTATED EFFECTIVE FEBRUARY 18, 2016) (March 15th, 2016)
Gtx Inc /De/ – EMPLOYMENT AGREEMENT (November 9th, 2015)

This Employment Agreement (this “Agreement”) is made and entered into as of July 13, 2015 (the “Effective Date”), by and between GTx, Inc., located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 (the “Employer”), and Diane C. Young (the “Employee”), residing at 12 Carriage Hill Drive, Far Hills, New Jersey 07931.

Gtx Inc /De/ – OFFICE LEASE HERTZ MEMPHIS THREE, LLC (“Landlord”) GTX, INC. (“Tenant”) TOYOTA CENTER BUILDING SUITE 700 (August 10th, 2015)

Landlord and Tenant enter this Office Lease (“Lease”) as of the Execution Date on the following terms, covenants, conditions and provisions:

Gtx Inc /De/ – GTX, INC. RESTRICTED STOCK UNIT GRANT NOTICE (2013 EQUITY INCENTIVE PLAN) (May 11th, 2015)

GTx, Inc. (the “Company”), pursuant to its 2013 Equity Incentive Plan (the “Plan”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “Restricted Stock Unit Grant Notice”) and in the Plan and the Restricted Stock Unit Award Agreement (the “Award Agreement”), which are incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement.  In the event of any conflict between the terms in the Award Agreement and the Plan, the terms of the Plan shall control.

Gtx Inc /De/ – EMPLOYMENT AGREEMENT (May 11th, 2015)

This Employment Agreement (this “Agreement”) is made and entered into as of February 12, 2015, with an effective date of March 2, 2015 (the “Effective Date”), by and between GTx, Inc., located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 (the “Employer”), and Robert J. Wills (the “Employee”), residing at 204 South Boulevard, Spring Lake, New Jersey 07762.

Gtx Inc /De/ – GTx and the University of Tennessee Research Foundation Enter Into Exclusive License Agreement to Develop UTRF’s SARD Drug Technology — SARD technology may potentially degrade and inhibit all forms of androgen receptor, including those resistant to current therapies — GTx to provide quarterly corporate update and financial results on conference call on May 8, 2015 — (April 23rd, 2015)

MEMPHIS, Tenn., April 23, 2015 — GTx, Inc. (NASDAQ: GTXI) today announced that it has entered into an exclusive worldwide license agreement with the University of Tennessee Research Foundation (UTRF) to develop its proprietary selective androgen receptor degrader (SARD) technology which potentially can degrade and inhibit all forms of androgen receptor (AR), including those resistant to current therapies, in patients with progressive castration-resistant prostate cancer (CRPC).

Gtx Inc /De/ – EXHIBIT B FORM OF WARRANT (March 16th, 2015)

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORT

Gtx Inc /De/ – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 16th, 2015)

This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of February 12, 2015 (the “Effective Date”) by and between GTx, Inc., located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 (the “Employer”), and MARC S. HANOVER (the “Employee”), residing at 5597 St. Joseph Fairway, Memphis, Tennessee 38120.

Gtx Inc /De/ – EMPLOYMENT AGREEMENT (March 16th, 2015)

This Employment Agreement (this “Agreement”) is made and entered into as of October 1, 2013 (the “Effective Date”) by and between GTx, Inc., located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 (the “Employer”), and Jason Shackelford (the “Employee”).

Gtx Inc /De/ – 2014 Compensation Information for Registrant’s Executive Officers (March 16th, 2015)

The table below provides information regarding (i) the base salary of each executive officer of GTx, Inc. (the “Company”), effective as of January 1, 2014 (except as noted), and (ii) the target cash bonus award for each of the Company’s executive officers under the Company’s Executive Bonus Compensation Plan (the “Bonus Plan”) for the performance period from June 1, 2014 to December 31, 2014, expressed as a percentage of applicable base salary:

Gtx Inc /De/ – SECURITIES PURCHASE AGREEMENT (November 10th, 2014)

This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2014, between GTx, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Gtx Inc /De/ – CONSULTING AGREEMENT (August 5th, 2014)

This Consulting Agreement (“Agreement”) is made and entered into with an effective date of the1st day of September, 2014 (the “Effective Date”) by and between GTx, Inc., a Delaware corporation with offices at 175 Toyota Plaza, 7th Floor, Memphis, TN  38103 (the “Company”), and James T. Dalton, Ph.D, an individual acting as an independent contractor and having an address of 9896 Rue Bienville Place, Lakeland, Tennessee 38002 (the “Consultant”).

Gtx Inc /De/ – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (August 5th, 2014)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of August 4, 2014 by and among GTx, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), The Pyramid Peak Foundation (“PPF”) and J.R. Hyde III (“JRH and together with PPF, the “Purchasers”).

Gtx Inc /De/ – GTX, INC. CONSENT, WAIVER AND AMENDMENT AGREEMENT (August 5th, 2014)

THIS CONSENT, WAIVER AND AMENDMENT AGREEMENT (the “Agreement”) is entered into as of August 4, 2014, by and among GTX, INC., a Delaware corporation (the “Company”), and the undersigned Holders.

Gtx Inc /De/ – 2014 Compensation Information for Registrant’s Executive Officers (May 12th, 2014)

The following provides information regarding the base salary and certain other compensatory arrangements applicable to each “named executive officer” (as defined under applicable securities laws) of GTx, Inc. (the “Company”) who service continued as of January 1, 2014, and to its other executive officer:

Gtx Inc /De/ – GTx, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF (May 12th, 2014)

This COMMON STOCK WARRANT AGREEMENT (this “Agreement”) is dated as of                      between GTx, Inc., a Delaware corporation (the “Company”) and                     , a [corporation] [national banking association] organized and existing under the laws of                     and having a corporate trust office in                     , as warrant agent (the “Warrant Agent”).