GTx, INC. 175 TOYOTA PLAZA, 7THFLOOR MEMPHIS, TN 38103

Plan) or your death, the Options will remain outstanding and exercisable until the earlier of (1) the original expiration of the term of the Options and (2) the date which occurs six (6) months following the date on which your service with the Company and its subsidiaries terminates.

COBRA Benefits.  Subject to your continued active employment with the Company from the date hereof through the end of the business day on May 31, 2014, if your employment is terminated (i) by the Company other than for Cause (as defined below) or (ii) by you for any reason, in either case, on or after June 1, 2014, then if you timely elect to continue your medical, dental and/or vision insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and any analogous provisions of applicable state law, the Company shall pay directly, or reimburse you for, the cost of COBRA group health insurance premiums (the “COBRA Premiums”) for you and your eligible dependents (if any).  Such payment or reimbursement shall be made in respect of the period commencing on the date of your termination of employment with the Company and ending on the earlier to occur of the following (the “COBRA Payment Period”): (x) December 31, 2014, (y) the date on which you become eligible for coverage under the group health insurance plans of a subsequent employer and (z) the date on which you are no longer eligible for COBRA coverage.  Similarly, if you are terminated by the Company prior to June 1, 2014 for any reason other than for Cause (as defined below), you will receive the COBRA Premiums described in this section for the COBRA Payment Period; provided, however, that if you voluntarily resign prior to June 1, 2014, you will not be entitled to, and the Company will have no obligation to provide you with, the COBRA Premiums.  Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment or reimbursement of your COBRA Premiums would result in a violation of applicable law (including, without limitation, Section 105(h)(2) of the Code and Section 2716 of the Public Health Service Act), then in lieu of paying such COBRA Premiums, the Company will pay you on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the COBRA Premium for that month (the “Special Payment”), subject to applicable tax withholding; provided, however, that any such Special Payment will be made without regard to your payment of COBRA Premiums and for purposes of any such Special Payment, the COBRA Payment Period will be determined without regard to the expiration of your eligibility for continued coverage under COBRA.  Notwithstanding anything to the contrary in this Agreement, the Company’s obligation to pay or reimburse the COBRA Premiums shall cease on the date that the Company’ Board of Directors determines, in its sole discretion, that the Company is no longer able to pay the costs associated with the COBRA Premiums and remain a viable business enterprise.