EX-10.54







Exhibit 10.54




FIRST AMENDMENT TO

SUBLEASE AND PARKING SUBLICENSE AGREEMENTS




     This First Amendment to Sublease and Parking Sublicense Agreements (this “First Amendment”) is
made and entered into as of July 21, 2008, by and between ESS SUSA HOLDINGS, LLC, a Delaware
limited liability company (“Landlord”), and GTx, Inc., a Delaware corporation (“Tenant”).



     WHEREAS, Landlord and Tenant entered into that certain Sublease Agreement (the “Sublease”) as
of December 17, 2007, regarding the subleasing of certain Premises in the Building, and that
certain Parking Sublicense Agreement (the “Sublicense”, and collectively with the Sublease, the
“Agreements”) as of December 17, 2007, regarding the sublicensing of the right to use certain
parking spaces in the Parking Facility, as such terms are defined, and on such additional terms and
conditions set forth, in the Agreements; and



     WHEREAS, in Section 15 of the Sublease, Landlord granted Tenant certain rights of first
refusal to lease the third and fourth floor space of the Building; and



     WHEREAS, Landlord has offered, and Tenant has accepted, an offer to sublease the fourth floor
space on certain terms and conditions, all as more particularly set forth herein.



     NOW THEREFORE, in consideration of the premises and the mutual covenants of the parties, more
particularly hereinafter set forth, the adequacy and sufficiency of which are hereby acknowledged,
it is agreed as follows:



     1. Offer Space. The text of Sections 1(b) and 1(e) of the Sublease are hereby deleted
in their entirety and replaced with the following, respectively:




     (b) “Premises”: Fourth, Seventh and Eighth floors of the Building




     (e) “Rentable Area of Premises”: approximately 52,248, comprised of
21,500 square feet on the fourth floor, 21,500 square feet on the seventh
floor, and 9,248 square feet on the eighth floor.



     2. Fourth Floor Terms. The text of Sections 1(g), 1(i), 1(m), 1(n), 4 and 13 of the
Sublease and Sections 2 and 4.c. of the Sublicense are hereby amended in all respects to reflect
that the Term, termination dates and fees, Base Rent, parking provisions, and Rent Commencement
Date set forth therein apply or relate exclusively to the seventh and eighth floor portions of the
Premises, and that as to the fourth floor portion of the Premises only, the following shall apply:




     “Term” shall mean August 1, 2008 through April 30, 2015. Tenant shall have the option
to cancel the Sublease, as to the fourth floor Premises only, effective December 31, 2012
upon six months prior written notice and payment of $103,916.68.




     “Base Rent”: The monthly rent schedule shall be as follows:



 









 





	 	 	 
	8/1/2008-9/30/2009

	 	$0 monthly
	10/1/2009-7/31/2010

	 	$16,500.00 monthly
	8/1/2010-12/31/2010

	 	$16,800.00 monthly
	1/1/2011-7/31/2011

	 	$25,083.33 monthly
	8/1/2011-7/31/2012

	 	$25,531.25 monthly
	8/1/2012-7/31/2013

	 	$25,979.17 monthly
	8/1/2013-7/31/2014

	 	$26,427.08 monthly
	8/1/2014-4/30/2015

	 	$26,875.00 monthly







     “Parking”: During the Term, Tenant shall sublicense from Landlord the following number
of additional unreserved parking spaces at a monthly cost of $0.00 dollars per
space: (i) through December 31, 2008,  20  spaces, (ii) thereafter, through
December 31, 2009,  40  spaces, and (iii) thereafter, through the end of the Term,
 50  spaces. The foregoing number of parking spaces shall reduce, space for space,
the number of any additional parking spaces to be sublicensed by Tenant upon Tenant’s actual
occupancy of the fourth floor portion of the Premises pursuant to the second paragraph of
Section 13 of the Sublease and Sections 2 and 4.c. of the Sublicense. In all other
respects, Tenant’s sublicensing and use of any such spaces shall be subject to the terms and
conditions relating to such sublicensed parking spaces as set forth in the Agreements.




     “Rent Commencement Date”: August 1, 2008, payable in accordance with the schedule set
forth in the definition of “Base Rent” above regarding the fourth floor portion of the
Premises.




     “Tenant Improvements”: No tenant improvements will be made by Landlord and no tenant
improvement allowance shall be given to Tenant in connection with this Sublease and Tenant
acknowledges that Tenant has inspected the Premises and accepts the Premises in its current
condition on an “As Is” basis. Any Tenant Improvements made by Tenant to the fourth floor
shall be subject to the same requirements (e.g. insurance, approval of plans) as any other
Tenant Improvements.



     Exhibit B of the Sublease is hereby amended to include the layout of the fourth floor Premises
attached hereto as Exhibit B-3.



     Concurrently herewith the parties shall execute and Tenant may record a Memorandum of Sublease
in the form attached hereto as Exhibit H.



     3. Counterparts. This First Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which, taken together, shall constitute one
and the same instrument.



     4. Ratification. The Agreements remain in full force and effect, as expressly amended
by this First Amendment. Without limiting the foregoing, it is acknowledged and agreed that Tenant
continues to retain a ROFR throughout the Term as to the third floor of the Building, unless
earlier offered by Landlord and declined by Tenant in accordance with Section



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15 of the Sublease. Capitalized terms utilized but not defined in this First Amendment shall have
the meanings ascribed to such terms in the Agreements.




[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have made and entered into this First Amendment as of the
first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Landlord:	 	 	 	 	 	 	 	 
	 	 	 	 	ESS SUSA HOLDINGS, LLC	 	 
	 	 	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Extra Space Storage LLC, sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Charles L. Allen	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Charles L. Allen	 	 
	 

	 	 	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Tenant:	 	 	 	 	 	 	 	 
	 	 	 	 	GTx, Inc.	 	 
	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Henry P. Doggrell	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Henry P. Doggrell	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President, General Counsel and Secretary	 	 






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EXHIBIT B-3




PICTURE OF FLOOR PLAN – 4th FLOOR




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EXHIBIT H




MEMORANDUM OF SUBLEASE



This Memorandum of Sublease will evidence and, when recorded, serve as notice that ESS SUSA
HOLDINGS, LLC, a Delaware limited liability company (“Landlord”), the lessor of a portion of
certain real property described on Exhibit A attached hereto (the “Subject Property”) has subleased
the 4th, 7th and 8th floors within the William R. Moore Building
(“Building”) which is located on the Subject Property to GTx, Inc., a Delaware corporation
(“Tenant”) pursuant to the terms and provisions of the certain Sublease Agreement, as amended by
that certain First Amendment thereto of even date herewith (as amended, the “Sublease”).
Capitalized terms used but not otherwise defined in this Memorandum of Sublease shall have the
meaning set forth in the Sublease. The Sublease provides in part as follows:





	 	1.	 	TERM. Subject to the provisions contained in the Sublease, Landlord has
granted to Tenant a lease of certain space within the Building through April 30, 2015.
	 
	 	2.	 	RIGHT OF FIRST REFUSAL. Subject to the provisions contained in the Sublease,
Landlord has granted Tenant a right of first refusal with respect to the leasing of the
3rd floor of the Building.





     Upon the termination or expiration of the Sublease for any reason, Landlord shall have the
right without the necessity of obtaining the signature of Tenant to record a cancellation of this
Memorandum of Sublease.



     The terms and provisions of the Sublease are incorporated herein by reference. Copies of the
Sublease are on file at the respective offices of Landlord and Tenant. This document is not
intended to alter or modify in any manner any of the terms and conditions of the Sublease referred
to herein, but rather to serve as a written memorandum thereof for purposes of recordation and
notice. The terms of the Sublease shall govern all matters referenced herein.



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     Executed as of this 21 day of July, 2008.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Landlord:	 	 	 	 	 	 	 	 
	 	 	 	 	ESS SUSA HOLDINGS, LLC	 	 
	 	 	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Extra Space Storage LLC, sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Charles L. Allen	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Charles L. Allen	 	 
	 

	 	 	 	 	 	Title:
	 	Manager	 	 






STATE OF UTAH

COUNTY OF SALT LAKE




     Before me, Amy N. Wood, Notary Public of the state and county aforesaid, personally
appeared Charles L. Allen, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself to be the Manager of Extra Space
Storage LLC, the sole member of ESS SUSA Holdings, Inc., the within named bargainor, a Delaware
limited liability company, and that he as such Manager of its sole member, executed the foregoing
instrument for the purpose therein contained, by signing the name of the company by himself as
Manager of its sole member.



     WITNESS MY HAND AND SEAL, at office in Salt Lake City, this 21 day of July,
2008.



	 	 	 	 	 
	 

	 	/s/ Amy N. Wood	 	 
	 

	 	 

Notary Public
	 	 






My Commission Expires:




11 January 2009




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	 	Tenant:	 	 	 	 	 	 	 	 
	 	 	 	 	GTx, Inc.	 	 
	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Henry P. Doggrell	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Henry P. Doggrell	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President, General Counsel and Secretary	 	 






STATE OF TENNESSEE

COUNTY OF SHELBY




     Before me, Karen Ray, Notary Public of the state and county aforesaid, personally
appeared Henry P. Doggrell, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged himself to be Vice President, General
Counsel and Secretary of GTx, Inc., the within named bargainor, a Delaware corporation, and that he
as such Vice President, General Counsel and Secretary of GTx, Inc., executed the foregoing
instrument for the purpose therein contained, by signing the name of the corporation by himself as
its Vice President, General Counsel and Secretary



     WITNESS MY HAND AND SEAL, at office in Memphis, TN, this 21 day of July, 2008.



	 	 	 	 	 
	 

	 	Karen Ray	 	 
	 

	 	 

Notary Public
	 	 






My Commission Expires:



January 12, 2010



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