Ex-10.46



 










Exhibit 10.46




SUBLEASE AGREEMENT




     This Sublease (this “Sublease”), made and entered into as of December 17, 2007, by and
between ESS SUSA HOLDINGS, LLC, a Delaware limited liability company (“Landlord”), and GTx, Inc. a
Delaware corporation (“Tenant”).



     In consideration of the mutual covenants set forth herein, Landlord and Tenant hereby agree as
follows:



SUBLEASE ACKNOWLEDGMENT AND AGREEMENT




     Tenant acknowledges and agrees that this Sublease and all of Tenant’s rights under this
Sublease shall at all times be subject and subordinate to all terms and provisions of that certain
Lease Agreement between Landlord, as successor in interest to SUSA Partnership, L.P., as tenant,
and Moore Building Associates LP or its successors or assigns, as landlord (“Primary Landlord”),
dated December 29, 1998, as amended by First Amendment and Second Amendment (“Primary Lease”).
Except as otherwise provided in this Sublease or to the extent the terms of the Primary Lease are
inconsistent with the express terms of this Sublease, all rights and obligations of and limitations
on “Tenant” under the Primary Lease including, without limitation, payment of certain operating
expense reimbursements, lien prohibitions, maintenance, repair, alterations, replacements and
restoration obligations, required insurance coverages, provision of services, cure rights, quiet
possession and restrictions on use of insurance and condemnation proceeds, shall be binding on,
inure to the benefit of and be the responsibility of Tenant as such relate to the Premises and
Tenant’s use thereof. Moreover, Tenant agrees that all indemnifications, guaranties, releases,
waivers and other obligations of Tenant hereunder shall run to the benefit of and be enforceable by
both Landlord and Primary Landlord and that all notices and rights granted to or consents or
approvals required by “Landlord” hereunder shall also run to the benefit of Primary Landlord and
shall also require the consent and approval of Primary Landlord. Tenant hereby agrees, if requested
by Primary Landlord and as provided herein, to attorn to Primary Landlord in all respects as the
“Landlord” hereunder as if this Sublease was a direct lease between Tenant and Primary Landlord
from and after the date Primary Landlord so requests. In the event of a default by Landlord as
tenant under the Primary Lease, Primary Landlord shall provide Tenant written notice of such
default and the opportunity to cure such default, however, in the event Primary Landlord terminates
the Primary Lease solely due to a default by Landlord thereunder, Tenant shall attorn to Primary
Landlord in all respects as the “Landlord” hereunder and this Sublease shall become a direct lease
between Tenant and Primary Landlord from and after termination of the Primary Lease. Tenant shall
cure any and all then existing Tenant defaults under this Sublease, if any. Notwithstanding any of
the provisions of this Sublease or the Primary Lease, neither conversion of this Sublease to a
direct lease nor any assignment of any rights or obligations hereunder shall in any manner release
or modify the obligations of Landlord to Primary Landlord under the Primary Lease.



BASIC TERMS AND DEFINITIONS




     1. The following definitions and basic terms shall be construed in conjunction with and
limited by the reference thereto in other provisions of this Sublease:



	 	 	 	 	 	 	 
	 

	 	(a)
	 	“Tenant’s Address”:
	 	GTx, Inc.
	 

	 	 	 	 	 	3 N. Dunlap St
	 

	 	 	 	 	 	Memphis, TN 38163
	 

	 	 	 	 	 	Attn: Mark Mosteller, VP, CFO
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	With a copy to :
	 

	 	 	 	 	 	GTx, Inc.
	 

	 	 	 	 	 	3 N. Dunlap St
	 

	 	 	 	 	 	Memphis, TN 38163
	 

	 	 	 	 	 	Attn: Henry Doggrell, VP, General Counsel







	 	(b)	 	“Premises”: Floor _Seventh and Eighth floors___ of the Building.




1









 






	 	(c)	 	“Building” The building located at 50 South Third Street, City of Memphis,
County of Shelby, Tennessee (also known for USPS purposes as Toyota Center, 175 Toyota
Plaza, Memphis, TN 38103)
	 
	 	(d)	 	“Land”: That certain land described on Exhibit A.
	 
	 	(e)	 	“Rentable Area of Premises”: approximately 30,748 square feet comprised of
21,500 square feet on the seventh floor and 9,248 square feet on the
eighth floor.
	 
	 	(f)	 	“Rentable Area of Building”: 174,700 square feet
	 
	 	(g)	 	“Term”: January 1, 2008 thru April 30, 2015.
	 
	 	 	 	Tenant shall have the option to cancel the lease effective 12/31/2010 upon six months
prior written notice and payment of $150,000.
	 
	 	 	 	Tenant shall have the option to cancel the lease effective 12/31/2011 upon six months
prior written notice and payment of $75,000.
	 
	 	 	 	Tenant shall have the option to cancel the lease effective 12/31/2012 upon six months
prior written notice and payment of $50,000.
	 
	 	 	 	Tenant shall have the option to cancel the lease effective 12/31/2013 upon six months
prior written notice and payment of $50,000.00.
	 
	 	(h)	 	“Base Operating Expenses”: Equals the actual per square foot amount of
Operating Expenses for the calender year 2008, calculated under a 95% gross up method.
	 
	 	(i)	 	“Base Rent”: The monthly rent schedule shall be as follows:





	 	 	 	 	 
	 

	 	1/1/2008-6/30/2008
	 	$17,936.33 monthly
	 

	 	7/1/2008-12/31/2008
	 	$35,872.67monthly
	 

	 	1/1/2009-12/31/2009
	 	$37,153.83 monthly
	 

	 	1/1/2010-12/31/2010
	 	$38,435.00 monthly
	 

	 	1/1/2011-12/31/2011
	 	$40,997.33 monthly
	 

	 	1/1/2012-12/31/2012
	 	$43,559.67 monthly
	 

	 	1/1/2013-12/31/2013
	 	$44,840.83 monthly
	 

	 	1/1/2014-4/30/2015
	 	$46,122.00 monthly







	 	(j)	 	“Improvement Allowance”: None
	 
	 	(k)	 	“Security Deposit”: None
	 
	 	(l)	 	“Guarantor”: None






(m) “Parking”: 75 unreserved parking spaces (with additional unreserved parking
spaces being provided pursuant to Section 46 of the Primary Lease and modified by Section 13
of this Sublease) at a monthly cost of _$0.00___dollars per space for such initial 75
spaces; and for any additional unreserved spaces, at a monthly cost of $75.00 per space
and, with such unreserved parking spaces being provided pursuant to the terms and provisions
of the Parking Sublicense Agreement attached hereto as Exhibit E.




(n) “Rent Commencement Date”: January 1, 2008; provided that upon full execution of this
Sublease, Tenant shall pay January, February and March, 2008 Base Rent in advance.




(o) “Tenant Improvements”: Those improvements to the Premises completed by Tenant pursuant
to Section 9 hereof.



2









 





PREMISES




     2. Subject to and upon the terms, provisions and conditions herein, Landlord subleases to
Tenant and Tenant subleases from Landlord the Premises as designated by the area outlined on
Exhibit B in the Building which is commonly known as Toyota Plaza, formerly the William R. Moore
Building, subject to the terms and provisions of the Primary Lease as such relates to the Premises
and Tenant’s use thereof. The Premises contain the number of square feet of Rentable Area
indicated in Section 1(e) and the Building contains the number of square feet of Rentable Area
indicated in Section 1(f). Tenant acknowledges that the Rentable Area of the Premises contains an
allocation of a portion of the common areas of the Building and the Base Rent is based on Rentable
Area which is larger than the number of square feet physically contained in the Premises.



     The Rentable Area of the Premises is hereby stipulated for all purposes hereof to be as set
forth in Section 1(e) and such area shall not be adjusted as a result of variations resulting from
actual construction of the Premises for occupancy so long as such work is done in accordance with
the terms and provisions of this Sublease.



AUTHORIZED USE




     3. Tenant shall use the Premises solely for general office purposes, consistent with the uses
of first class office buildings in the metropolitan area where the Building is located, and for no
other purpose other than related or similar uses which may be deemed proper by Landlord.



TERM




     4. Subject to and upon the terms and conditions set forth herein, the Term of this Sublease
shall begin on January 1, 2008  (the “Commencement Date”).



     Unless otherwise terminated pursuant to this Sublease, the Term shall end at 6:00 p.m. on
April 30, 2015 (the “Termination Date”).




Tenant shall have the option to cancel the lease effective 12/31/2010 upon six months
prior written notice and payment of $150,000.




Tenant shall have the option to cancel the lease effective 12/31/2011 upon six months prior
written notice and payment of $75,000.




Tenant shall have the option to cancel the lease effective 12/31/2012 upon six months prior
written notice and payment of $50,000.




Tenant shall have the option to cancel the lease effective 12/31/2013 upon six months prior
written notice and payment of $50,000.00.



RENTAL PAYMENT




     5. Commencing on the Commencement Date and continuing thereafter throughout the entire Term,
Tenant agrees to pay Base Rent (defined below) as adjusted by the Base Rent Adjustment (defined
below) in accordance with this Section and Section 6. Except for Base Rent for the months of
January, February and March 2008, which Tenant shall pay in advance to Landlord in accordance with
Section 1(n) hereof, Base Rent as adjusted by the Base Rent Adjustment shall be due and payable in
monthly installments on the first day of each calendar month during the Term (subject to proration
of the first and last month provided below), in lawful money of the United States of America to
Landlord’s address set forth herein or such other address as Landlord may designate from time to
time in writing. Subject to the terms hereof, Tenant agrees to pay all rent and other sums of money
as shall become due from and payable by Tenant to Landlord under this Sublease (collectively
“Rent”) at the times and in the manner provided in this Sublease, without abatement, demand,
offset, deduction or counterclaim unless otherwise expressly provided herein. If Tenant fails to
pay part or all of the Rent within seven (7) days after it is due, the Tenant shall also pay (i)
interest at the Default Rate (defined below) on the unpaid balance from the date originally due
until paid, plus (ii) a late charge equal to $1,000. If the Term does not begin on the first day or
end on the last day of a calendar month, the installment of Base Rent for that partial month shall
be prorated be multiplying



3









 




the monthly Base Rent by a fraction the numerator of which is the number of days of the
partial month included in the Term and the denominator of which is the total number of days in the
full calendar month.




RENT




     6. Tenant shall pay to Landlord, or with Landlord’s consent directly to Primary Landlord, as
the base rent for the Premises (the “Base Rent”) the amount set in Section 1(i), subject to
adjustment as hereinafter provided. Nothing contained herein shall be construed at any time so as
to reduce the Base Rent payable hereunder below the amount set forth above.



     Base Rent shall be adjusted in accordance with the following provisions (any such adjustment
hereinafter the “Base Rent Adjustment”). Base Rent includes a 2008 base year attributable to Base
Operating Expenses as specified in Section 1(h) (“Base Operating Expenses”). In the event actual
Operating Expenses are below Base Operating Expenses, Tenant shall not be entitled to any credit or
offset in any manner. Upon receipt of Primary Landlord’s estimate, Landlord shall provide Tenant
with an estimate of Operating Expenses for the 2009 calendar year and each subsequent calendar year
in the Term (each, an “Operating Period”). If Operating Expenses (exclusive of Taxes) per square
foot of Rentable Area of the Premises during the 2009 Operating Period or each subsequent Operating
Period, as estimated by Primary Landlord, exceed Base Operating Expenses (exclusive of Taxes),
Tenant shall pay Base Rent for such Operating Period equal to the Base Rent set forth above
adjusted upward by an amount equal to the product of (i) the difference between Operating Expenses
per square foot of Rentable Area of the Premises for such Operating Period and the Base Operating
Expenses, multiplied by (ii) the Rentable Area of the Premises. The Base Rent Adjustment for 2009
shall not exceed 105% of the Base Operating Expenses. Thereafter, the Base Rent Adjustment shall
not exceed 105% of the prior year’s Operating Expenses. This annual 5% limitation shall not apply
to insurance or utilities. Landlord shall pay any Base Rent Adjustment attributable to Taxes and
any special assessments paid in lieu of taxes that are in excess of the 2008 base year attributable
to Taxes.



     Landlord shall, within thirty (30) days after receipt by Primary Landlord, furnish Tenant with
a statement of the Base Operating Expenses and Operating Expenses during each subsequent Operating
Period as well as a computation of the Base Rent Adjustment each as received by Landlord without
adjustment of any type (“Expense Statement”). Except as provided herein, failure of Landlord to
provide such statement within said time period shall not be a waiver of Landlord’s right to collect
any Base Rent Adjustment. If such statement shows that the actual amount Tenant owes is more than
the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within thirty
(30) days after delivery of the Expense Statement. If the Expense Statement shows that Tenant paid
more than the actual amount owed, Tenant shall receive a credit therefor within thirty (30) days
after delivery of the Expense Statement.



OPERATING EXPENSES




     7. “Operating Expenses” as used herein, shall mean all expenses, costs and disbursements of
every kind and nature relating to or incurred or paid by Primary Landlord during any Operating
Period in connection with the ownership, operation, repair and maintenance of the Building, Land,
all adjacent plaza areas, equipment, fixtures and facilities used in connection therewith
(collectively, the “Project”) including, but not limited to, wages and salaries of all employees
directly engaged in the operation, maintenance or security of the Project, including taxes,
insurance and benefits relating thereto; the cost of all labor, supplies, equipment, materials and
tools used in the operation and maintenance of the Project; management fees (not exceeding the
standard for first class office building in the relevant Memphis, Tennessee market area); the cost
of all legal and accounting expenses incurred in connection with the ownership and operation of the
Project; the cost of all utilities for the Project, including, but not limited to, the cost of
water, sewer, waste disposal, gas, electricity and power for heating, lighting, air conditioning
and ventilating; the cost of all maintenance and service agreements for the Project, including but
not limited to, security service, window cleaning, elevator maintenance and janitorial service; the
cost of all insurance relating to the Project (maintained consistent with other properties owned
and operated by Primary Landlord), including, but not limited to, the cost of fire and extended
coverage, rental loss or abatement and casualty and liability insurance



4









 







applicable to the Project and Primary Landlord’s personal property used in connection
therewith, plus the cost of all deductible payments made by Primary Landlord in connection
therewith; Taxes (defined below); the cost of all license and permit fees; the cost of repairs,
refurbishing, restoration and general maintenance; a reasonable amortization charge on account of
any capital expenditure, incurred in an effort (i) to comply with any applicable governmental
rule, regulation, law or otherwise, or (ii) to reduce the Operating Expenses of the Project; and,
all other items constituting operating and maintenance costs in connection with the Project
according to generally accepted accounting principles. Except as specifically provided in the
immediately preceding sentence, Operating Expenses shall not include the following: (i)
depreciation, (ii) leasing commissions, (iii) repairs and restorations paid for by the proceeds of
any insurance policy, (iv) construction of improvements of a capital nature, (v) income and
franchise taxes other than that portion, if any, of income and franchise taxes which, may hereafter
be assessed and paid in lieu of or as a substitute in whole or in part for Taxes, (vi) costs of
utilities directly charged to and reimbursed by Tenant or other tenants, including, without
limitation, the occupants of the Baseball Stadium, (vii) costs of alterations of space or other
improvements made by other tenants, (viii) mortgage principal or interest payments on any initial
construction or acquisition of the Building and other capital expenditure items which are not
covered above as an Operating Expense, (ix) costs of repairs due to casualty or condemnation that
are reimbursed by third parties, (x) any income, estate, inheritance or other transfer tax or
excess profit, franchise, or similar taxes on Primary Landlord’s business, (xi) all costs,
including legal fees, relating to the activities for the solicitation and execution of leases of
space in the Building, and (xii) any legal fees incurred by Landlord in enforcing its rights under
other leases for space in the Building. In an effort to normalize the Operating Expenses, if less
than one-hundred percent (100%) of the Rentable Area of the Building is actually occupied during
any Operating Period, Operating Expenses shall be calculated under a ninety-five (95%) gross up
method using ANSI/BOMA standards as determined by Landlord. Tenant, at its cost, shall have the
right to inspect, in Primary Landlord’s offices, during Primary Landlord’s usual business hours,
within the sixty (60) day period following delivery of the Expense Statement, Primary Landlord’s
records of the Operating Expenses referred to in such statement. If requested by Tenant, Landlord
will cooperate in an annual audit of the Operating Expense records at no cost to Landlord. Any
such excess shall be returned to the Tenant and any amounts due shall be paid Tenant within thirty
(30) days of delivery of the expense statement. If within such sixty (60) day period neither party
hereto delivers to the other party a notice referring in reasonable detail to one or more errors in
such statement, it shall be deemed conclusively that the information set forth in the Expense
Statement is correct.



     “Taxes” means all ad valorem taxes, personal property taxes, payments in lieu of taxes
(“PILOT”) to and Central Business Improvement District Assessments payable under the lease
agreement between Primary Landlord and Memphis Center City Revenue Finance Corporation (“MCCRFC”)
with respect to the Building and all other similar charges, if any, which are levied, assessed, or
imposed upon or become due and payable in connection with, or a lien upon, the land, the Building
or facilities used in connection therewith, and all taxes of whatsoever nature that are imposed in
substitution for or in lieu of any of the taxes, assessments, or other charges included in this
definition of Taxes; but excluding, however, taxes and assessments attributable to the personal
property of tenants and paid by such tenants as a separate charge. If a rental tax, gross receipts
tax or sales tax on rent is imposed on Primary Landlord by any Governmental Authority (defined
below), Tenant shall, as additional rent, reimburse Landlord, at the same time as each monthly
payment of Rent is due, an amount equal to all such taxes Landlord is required to pay by reason of
the Rent paid hereunder, Taxes shall not include any historic tax credit recapture which relates to
the rehabilitation of the Building.



     Landlord and Tenant acknowledge that Primary Landlord has entered into a payment in lieu of
tax (PILOT) lease agreement with the MCCRFC (“PILOT Lease”). In the event of a termination of the
PILOT Lease solely due to a payment default by Primary Landlord or a default by Primary Landlord to
maintain required insurance, Primary Landlord shall be solely responsible for the increase in Taxes
levied as a result of the termination of the PILOT Lease over the payments required by the terms of
the PILOT Lease if it had continued in force. So long as Primary Landlord fully pays within any
cure period all obligations under the PILOT Lease, Tenant will have no claim against Landlord or
Primary Landlord by virtue of the occurrence of the termination of the PILOT Lease. Any Taxes
payable with respect to the Premises in excess of the 2008 base year amount shall be paid by
Landlord and Tenant shall have no liability therefor.



SECURITY DEPOSIT




5









 







8. Landlord hereby waives any obligations of Tenant to deposit any funds as a security deposit for
the performance by Tenant of the terms, provisions and conditions of this Sublease.




9. Intentionally Omitted




NOTICE ADDRESS




10.



	 	 	 	 	 
	 

	 	Landlord:	 	 
	 

	 	ESS SUSA HOLDINGS LLC	 	 
	 

	 	2795 E. Cottonwood Parkway, suite 400	 	 
	 

	 	Salt Lake City, UT 84121	 	 
	 

	 	Attn: Sr VP of Accounting	 	 
	 
	 	 	 	 
	 

	 	With copy to:	 	 
	 

	 	Extra Space Storage	 	 
	 

	 	2795 E. Cottonwood Parkway, suite 400	 	 
	 

	 	Salt Lake City, UT 84121	 	 
	 

	 	Attn: General Counsel	 	 
	 
	 	 	 	 
	 

	 	With copy to Primary Landlord:
	 	And a Copy to:
	 

	 	Moore Building Associates LP
	 	Parkway Realty Services LLC
	 

	 	c/o Parkway Moore LLC
	 	Attn:
	 

	 	Attn: Memphis Asset Manager
	 	50 North Front Street
	 

	 	188 East Capitol Street, Suite 1000
	 	Morgan Keegan Tower
	 

	 	Jackson, MS 39201
	 	Memphis, TN 38103






     Prior to May 1, 2008, the address for notices to Tenant shall be the address set forth for
Tenant on the first page of this Sublease; beginning May 1, 2008 and thereafter, the address for
Tenant shall be the Premises. The addresses stated herein shall be effective for all notices to the
respective parties until written notice of a change in address is given pursuant to the provisions
hereof. A notice, request, instruction or other documents shall be deemed to be given (a) when
delivered personally, (b) if sent by certified mail, at the time of delivery or refusal of delivery
as indicated on the return receipt, or (c) if sent by overnight courier, at the time of delivery or
refusal of delivery as indicated on the records of or certificates provided by the overnight
delivery service.



OPTION TO EXTEND




11. Tenant shall have no option to extend this Sublease or direct Landlord to extend the
Primary Lease pursuant to sections 44 and 45 of the Primary Lease. In the event Tenant desires to
continue to lease the Premises, Tenant shall enter into a lease directly with the Primary Landlord
and Landlord shall have no further obligations or liability under the Primary Lease or this
Sublease.



12. INTENTIONALLY DELETED.



PARKING




13. During the Term of this Sublease, Tenant shall sublicense from Landlord 75_
parking spaces in the Parking Garage at no cost to Tenant, subject to rules and regulations
promulgated from time to time by Primary Landlord and Moore Garage and in accordance with the terms
and provisions of the sublicense agreement attached hereto as Exhibit E. Notwithstanding the
foregoing, in the event that Tenant shall need any additional parking spaces, such spaces shall be
sublicensed from Landlord at a monthly rate of $75.00 per space, which spaces shall also be subject
to the rules and regulations promulgated from time to time by Primary Landlord and Moore Garage



6









 







and in accordance with the terms and provisions of the sublicense agreement attached hereto as
Exhibit E.



     In the event Tenant occupies the Offer Space as provided in Section 15 hereof, Tenant shall
sublicense from Landlord additional unreserved parking spaces in the Parking Garage at a rate to be
mutually agreed upon between Landlord and Tenant, the number of which shall be determined by
dividing the total square footage of the Offer Space (as defined in Section 15) by 400.



ROOFTOP ANTENNA




     14. Intentionally Deleted.



OPTION TO EXPAND




     15. As long as no Event of Default exists or is continuing under this Sublease, Tenant shall
have an on going right of first refusal (“ROFR”) throughout the Term to lease the 3rd
and 4th floor space of the Building (the “ROFR”). Upon Landlord’s receipt of a bona
fide written offer from a prospect (“Offer Prospect”) to lease all or a portion of the space
subject to the ROFR (the “Offer Space”), Landlord will deliver the terms of this bona fide offer to
Tenant in writing (“Offer Notice”). The terms of the Offer Notice shall contain (a) the base
rental rate, (b) tenant improvement allowance, (c) other concessions provided in the bona fide
offer, (d) the lease commencement and expiration and (f) the delineation and amount of the Offer
Space. Tenant must respond to Landlord on or within ten (10) business days of receipt of the
Offer Notice of its intent to accept the terms thereunder. If Tenant declines to accept the terms
of the Offer Notice, Landlord is free to lease the Offer Space to the Offer Prospect on the same
terms and conditions as the Offer Notice and Tenant waives its right to such Offer Space, except as
provided herein. In the event Landlord does not lease the Offer Space to the Offer Prospect within
ninety (90) days after the expiration of such ten (10) business day period, the Tenant’s right
hereunder shall be restored as to the Offer Space.



     In the event Tenant accepts said Offer Notice, Tenant shall have thirty (30) days to obtain
financial and legal approval and shall amend this Sublease to include the Offer Space, provided
that the Base Rent on such Offer Space shall be at the rate set forth in the Offer Notice.



CONFERENCE ROOM, KITCHEN, AND AUDIO VISUAL EQUIPMENT




     16. All equipment owned by Landlord and located in the Premises or the Temporary Space
(defined below) will remain for Tenant’s use throughout the Term and the Temporary Space Term
(defined below), respectively.



EARLY ACCESS




     17. Tenant will be provided access to the space for purposes of installing phone, data, and
furniture; provided Tenant provides an executed indemnification agreement in favor of Landlord in
form and substance reasonably agreed upon by Landlord.



ADDITIONAL PROVISIONS




     18. No oral statements or prior written material not specifically incorporated herein shall be
of any force or effect. Tenant agrees that in entering into and taking this Sublease, it relies
solely upon the representations and agreements contained in this Sublease and no others. This
Sublease, including the Exhibits which are attached hereto and a part hereof for all purposes,
constitutes the whole agreement of the parties and shall in no way be conditioned, modified or
supplemented except by a written agreement executed by and delivered to both parties.



DEFAULT OF PRIMARY LANDLORD




     19. If Primary Landlord fails to perform an obligation or provide a service which Primary
Landlord is required by the Primary Lease to perform or provide, then Landlord’s sole obligation is
to cooperate with Tenant, and to use reasonable efforts, without, however, incurring any
liabilities or expenses, by taking whatever action shall



7









 







be reasonably required, to enforce for the benefit of Tenant the obligations of Primary Landlord to
Landlord under the Primary Lease insofar as they relate to the Premises and/or the Temporary Space.



ALTERATIONS




     20. In connection with any alterations (as defined in Section 16 of the Primary Lease) desired
to be made by Tenant to the Premises and/or the Temporary Space, the terms of Section 16 shall be
applicable to this Sublease. Tenant shall also obtain the Landlord’s prior written consent to the
making of any alterations, changes or additions, notwithstanding the cost thereof. Landlord agrees,
subject to the Primary Lease, to consider such request concurrently with the Primary Landlord,
provided Tenant makes concurrent requests for such consent to Primary Landlord and to Landlord.
Tenant shall, provided Primary Landlord cooperates with Tenant, contact Primary Landlord directly
for the Primary Landlord’s consent, if required. In securing Landlord’s consent to such
alterations, changes or additions, Tenant shall only be required to submit to Landlord those plans,
specifications and information also submitted to Primary Landlord to secure its consent. Any
consent of the Primary Landlord of such alterations shall be deemed to be approval of such
alterations by the Landlord.



DEFAULTS OF TENANT AND LANDLORD




     21. If Tenant shall default in the performance of any of its obligations under this Sublease,
other than its obligation to pay Rent to Landlord, Landlord, without being under any obligation to
do so and without thereby waiving such default, shall have the right, upon reasonable notice
(except in an emergency or where delay could result in a default under the Primary Lease), to cure
such default for the account and at the expense of Tenant without prior notice in the case of
emergency and, in all other cases, upon five (5) business days’ written notice by Landlord to
Tenant.



     If Landlord shall default in the performance of any of its obligations under the Primary
Lease, Tenant, without being under any obligation to do so and without thereby waiving such
default, shall have the right, upon reasonable notice (except in an emergency or where delay could
result in a default under the Primary Lease), to cure such default for the account and at the
expense of Landlord without prior notice in the case of emergency and, in all other cases, upon
five (5) business days’ written notice by Tenant to Landlord. Any sums expended by Tenant
(including reasonable attorney’s fees) in curing Landlord’s defaults under the Primary Lease shall
be reimbursed by Landlord to Tenant upon demand, or at Tenant’s option, may be setoff against any
Base Rent or any other payments to be paid by Tenant hereunder to Landlord.



NOTICES




     22. Tenant shall promptly furnish Landlord with copies of all notices relating to the Premises
and/or the Temporary Space which Tenant shall receive from Primary Landlord, and Landlord shall
promptly furnish Tenant with copies of all notices relating to the Premises and/or the Temporary
Space which Landlord receives from Primary Landlord.



CASUALTY OR CONDEMNATION




     23. Notwithstanding any contrary provision of the Sublease or the provisions of the Primary
Lease herein incorporated by reference, and in addition to any and all other rights thereunder,
Tenant shall have the right, at Tenant’s option, regarding any casualty or condemnation that is not
the result of the willful or intentional misconduct of Tenant or its employees, agents, contractors
or invitees: (i) to abate the Rent for the period and proportionately to the extent that such
casualty to or condemnation of the Project, the Building and/or the Premises prevents access to the
Premises, disrupts the business operations of Tenant in the Premises, and/or otherwise
substantially inhibits the extent and purposes of Tenant’s use of the Premises prior thereto, or
(ii) to terminate the Sublease (x) if such casualty to the Premises requires more than four (4)
months to restore or repair, or (y) if such casualty to or condemnation of the Project, the
Building and/or the Premises prevents access to the Premises, disrupts the business operations of
Tenant in the Premises, and/or otherwise substantially inhibits the extent and purposes of Tenant’s
use of the Premises prior thereto, for a period of more than four (4) months.



8









 





INDEMNIFICATION




     24. Intentionally Deleted.



SUBORDINATION




     25. Tenant acknowledges that this Sublease is subject and subordinate to the Primary Lease
and, to the extent that the Primary Lease is also subject and subordinate to the hereinafter
described instruments, this Sublease shall be subject and subordinate to all ground and underlying
leases and all mortgages which might now or hereafter affect the Primary Lease (provided that
Tenant shall have the right to request and receive a customary non-disturbance agreement from the
existing mortgage holder), the leasehold estate thereby created or the real property of which the
Premises form a part, and to any and all renewals, modifications, consolidations, replacements and
extensions thereof. Subject to Section 28 hereof, Landlord shall have the right to modify the
Primary Lease without Tenant’s prior consent, provided, that if the modification in question would
materially affect any right or obligation of Tenant hereunder or would materially affect the
Premises and/or the Temporary Space and/or the Sublease then such modification shall not be
effective against Tenant without Tenant’s prior written consent.



ATTORNMENT




     26. Intentionally Deleted.



QUIET POSSESSION




     27. Landlord covenants that Tenant, on paying the Rent and performing all the terms, covenants
and conditions of this Sublease, may peacefully and quietly have, hold and enjoy the Premises and
the Temporary Space for the Term, free from any hindrance by Landlord, but subject to the
exceptions, reservations and conditions hereof.



LEASE AGREEMENT




     28. Landlord hereby represents that, to the best of its knowledge, the Primary Lease is valid
and in full force and effect. Landlord further represents that to the best of its knowledge, no
default exists under the terms of the Primary Lease, nor has any notice thereof been given by
Primary Landlord to Landlord. The representations made in this Section shall be true and accurate
as of the Commencement Date. Landlord agrees that it will not enter into any modification,
termination or other agreement or take or omit to take any action with respect to the Primary Lease
that would prevent or adversely affect the use by Tenant of the Premises and/or the Temporary Space
in accordance with the terms of this Sublease or increase the obligations of Tenant hereunder
during the respective term thereof. Landlord agrees to perform all of its obligations as tenant
under the Primary Lease as and when due, except to the extent expressly assumed by Tenant with
respect to the Premises and/or the Temporary Space pursuant to the terms of this Sublease.
Landlord agrees to use its reasonable efforts to assure performance by Primary Landlord of its
obligations under the Primary Lease. Landlord further represents that Tenant shall be entitled to
the same level of services to which Landlord is entitled under the Primary Lease and/or actually
receiving from Primary Landlord notwithstanding any silence of the Primary Lease as to such
services, including without limitation those services set forth in Section 11 of the Primary Lease
and security services provided for the Project and/or the Premises by Landlord, at the level of
such services provided as of the Commencement Date. If such services should be discontinued or
reduced, such discontinuation or reduction shall be an Event of Default by Landlord resulting,
inter alia and at the option of Tenant, in the right of Tenant to terminate the Sublease or to
engage in self-help for the provision of such services and abate Rent by the reasonable expense
thereof; provided that Tenant shall give Landlord ten (10) business days prior written notice of
such discontinuance or reduction prior to declaring an Event of Default.



TEMPORARY OCCUPANCY




     29. (a) Landlord shall permit Tenant to occupy the area of the third floor of the Building,
consisting of approximately five thousand (5,000) rentable square feet of floor area, as more
particularly delineated on Exhibit G attached hereto and made a part hereof (the “Temporary
Space”), for the authorized use as set forth in Section 3 of this Sublease for the period
commencing on the Commencement Date and ending on the earliest of (i)



9









 







Tenant’s relocation of all operations from the Temporary Space to the Premises, such relocation to
be completed within twenty (20) business days following the substantial completion of construction
of the Tenant Improvements or (ii) March 31, 2008 in the event that Tenant has declined to accept
the terms of an Offer Notice, pursuant to the procedure set forth in Section 15 of the Sublease,
regarding all or a portion of the Temporary Space (the “Temporary Space Term”).



          (b) No Rent shall be charged or due and payable regarding the Temporary Space during the
Temporary Space Term.




          (c) Except as otherwise provided in Section 29(b) above, all rights and obligations of and
limitations on Tenant under this Sublease, including, without limitation, lien prohibitions,
maintenance, repair, alterations, replacements and restoration obligations, required insurance
coverages, provision of services, cure rights, quiet possession, and restrictions on use of
insurance and condemnation proceeds, and all obligations of and limitations on Landlord hereunder,
regarding the Premises shall apply with equal force and effect regarding the Temporary Space.




          (d) If Tenant has not vacated the Temporary Space following the expiration of the Temporary
Space Term, the provisions of Section 29(b) above shall no longer apply, Landlord shall sublease to
Tenant and Tenant shall sublease from Landlord the Temporary Space for the authorized use on a
month-to-month basis thereafter, and Tenant shall pay to Landlord, or with Landlord’s consent
directly to Primary Landlord, Base Rent for the Temporary Space at the same rate per rentable
square foot as for the Premises, as it may be adjusted in accordance with Section 6 of this
Sublease; provided that in the event that Tenant has declined to accept the terms of an Offer
Notice regarding all or a portion of the Temporary Space, then Landlord shall be under no
obligation to sublease the space to Tenant and may begin eviction proceedings immediately upon the
expiration of the Temporary Space Term.




          (e) With respect to the installations, removal, replacement or use of any communication or
computer wires, cables and related devices as defined in the Primary Lease as Lines, Tenant shall
have the right to construct a computer or communication closet or cage to house the Lines in the
Temporary Space for use during the Temporary Space Term and for any Term applicable to any Offer
Space as described in Section 15 hereof. Any new Lines installed by Tenant or existing Lines
utilized by Tenant in the Premises, the Temporary Space or Offer Space shall be removed by Tenant
at the option of Landlord upon termination of this Sublease at Tenant’s cost in accordance with
Section 13 of the Primary Lease. Any existing Lines not used by Tenant in the Premises, the
Temporary Space and/or the Offer Space shall be removed by Landlord at Landlord’s cost at the
option of Tenant upon reasonable notice to Landlord.




10









 








     IN WITNESS WHEREOF, this Sublease is hereby executed as of the date first above set forth.



	 	 	 	 	 	 	 	 	 
	 	 	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	 	 







11











 





EXHIBIT “A”




Parcel 14: Moore Building



Beginning at a point in the easterly right of way line of South Third Street (66 ft. R.O.W.) a
distance of 158.17 ft. northeastwardly, as measured along said easterly right of way line, from its
tangent intersection with the northerly right of way line of Union Avenue (80 ft. R.O.W.); thence
North 20 degrees, 38 minutes, 10 seconds East along said easterly right of way line a distance of
148.95 ft. to a point; thence South 69 degrees, 31 minutes, 15 seconds East a distance of 149.45
ft. to a point; thence South 20 degrees, 38 minutes, 10 seconds West a distance of 148.91 ft. to a
point; thence North 69 degrees, 32 minutes, 16 seconds West a distance of 149.45 ft. to the point
of beginning.


















 





EXHIBIT B-1




PICTURE OF FLOOR PLAN — 7TH FLOOR


















 





EXHIBIT B-2




PICTURE OF FLOOR PLAN — 8TH FLOOR


















 





EXHIBIT C

CLEANING AND JANITORIAL SERVICES




	 	 	 	 	 	 	 
	NIGHTLY

	 	 	1.	 	 	Empty all waste receptacles, clean as necessary.
	CLEANING

	 	 	2.	 	 	Vacuum all carpeted traffic areas and other areas as needed.
	 

	 	 	3.	 	 	Dust furniture, files, fixtures, etc.
	 

	 	 	4.	 	 	Damp wipe and polish all glass furniture tops.
	 

	 	 	5.	 	 	Remove finger marks and smudges from vertical surfaces.
	 

	 	 	6.	 	 	Clean all water coolers.
	 

	 	 	7.	 	 	Sweep all private stairways nightly, vacuum if carpeted.
	 

	 	 	8.	 	 	Damp mop spillage in office and public areas as required.
	 
	 	 	 	 	 	 
	WEEKLY

	 		1.		 	Twice weekly, detail vacuum all rugs and carpeted areas.
	CLEANING

	 	 	2.	 	 	Once weekly, dust all cleared surfaces of furniture, files, fixtures, etc.
	 
	 	 	 	 	 	 
	WASH ROOMS

	 	 	1.	 	 	Damp mop, rinse and dry floors nightly.
	(NIGHTLY)

	 		2.		 	Scrub floors as necessary.
	 

	 	 	3.	 	 	Clean all mirrors, bright work and enameled surfaces nightly.
	 

	 	 	4.	 	 	Wash and disinfect all fixtures.
	 

	 	 	5.	 	 	Damp wipe and disinfect all partitions, tile walls, etc.
	 

	 	 	6.	 	 	Empty and sanitize all receptacles.
	 

	 	 	7.	 	 	Fill toilet tissue, soap, towel, and sanitary napkin dispensers.
	 

	 	 	8.	 	 	Clean flushometers and other metal work.
	 

	 	 	9.	 	 	Wash and polish all wall partitions, tile walls and enamel
surfaces from trim to floor monthly.
	 

	 	 	10.	 	 	Vacuum all louvers, ventilating grilles and dust light fixtures
monthly.
	 
	 	 	 	 	 	 
	FLOORS

	 	 	1.	 	 	Ceramic tile, marble and terrazzo floors to be swept nightly and washed or
scrubbed as necessary.
	 

	 	 	2.	 	 	Vinyl floors and bases to be swept nightly.
	 

	 	 	3.	 	 	Tile floors to be waxed and buffed monthly.
	 

	 	 	4.	 	 	All carpeted areas and rugs to be detailed vacuumed twice weekly
and all carpeted traffic areas and other areas as needed to be vacuumed nightly.
	 

	 	 	5.	 	 	Carpet shampooing will be performed at Tenant’s request and
billed to Tenant.
	 
	 	 	 	 	 	 
	GLASS

	 	 	1.	 	 	Clean inside of all perimeter windows as needed, but not more frequently
than once every eighteen (18) months.
	 

	 	 	2.	 	 	Clean outside of all perimeter windows as needed, but not more
frequently than once every eighteen (18) months.
	 

	 	 	3.	 	 	Clean glass entrance doors and adjacent glass panels nightly.
	 
	 	 	 	 	 	 
	HIGH DUSTING

	 	 	1.	 	 	Dust and wipe clean all closet shelving when empty.
	(QUARTERLY)

	 	 	2.	 	 	Dust all picture frames, charts, graphs, etc.
	 

	 	 	3.	 	 	Dust clean all vertical surfaces.
	 

	 	 	4.	 	 	Damp dust all ceiling air conditioning diffusers.
	 

	 	 	5.	 	 	Dust the exterior surfaces of lighting fixtures.
	 
	 	 	 	 	 	 
	DAY SERVICE

	 	 	1.	 	 	Check men’s washrooms for toilet tissue replacement.
	 

	 	 	2.	 	 	Check ladies’ washrooms for toilet tissue and sanitary napkin
replacements.
	 

	 	 	3.	 	 	Supply toilet tissue, soap and towels in men’s and ladies’
washrooms.





Neither Landlord nor the janitorial company will be responsible for removing items from surfaces in
order to dust them. It is understood that while dusting is completed nightly in the common areas,
it is only completed in the Premises once a week and on no particular day. In addition, neither
Landlord nor the janitorial company will be responsible for moving, dusting or cleaning any
computer, copier, printer or other office equipment. Notwithstanding anything herein to the
contrary, it is understood that no services of the character provided for in this Exhibit shall be
performed on Saturdays, Sunday or Holidays.

















 





EXHIBIT D




RULES AND REGULATIONS OF BUILDING




     1. No smoking shall be permitted within any portion of the Building or within twenty
(20) feet of the Building’s exterior doors, including tenant spaces and common areas.



     2. Landlord may provide and maintain a directory for all tenants of the
Building. No signs, advertisements or notices visible to the general public shall be
permitted within the Project without the prior written consent of Landlord. Landlord shall have the right to remove any such sign, placard, picture, advertisement, name
or notice placed in violation of this rule without notice to and at the expense of the
applicable tenant.



     3. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not
be obstructed by tenants or used by any tenant for any purpose other than ingress and egress
to and from the leased premises and for going from one to another part of the Building. At
no time shall any tenant permit its employees, agents, contractors or invitees to loiter in
common areas or elsewhere in or about the Building or Project.



     4. Corridor doors, when not in use, shall be kept closed.



     5. Plumbing fixtures and appliances shall be used only for the purposes for which
designed, and no sweepings, rubbish, rags, food or other unsuitable material shall be thrown
or placed therein. Every tenant shall be responsible for ensuring that its employees,
agents, contractors and invitees utilize Common Area restrooms in accordance with generally
accepted practices of health, cleanliness and decency.



     6. Landlord shall provide all locks for doors into each tenant’s leased area,
and no tenant shall place any additional lock or locks on any door in its leased area without
Landlord’s prior written consent. Two keys for each lock on the doors in each
tenant’s leased area shall be furnished by Landlord. Additional keys shall be made
available to tenants at the cost of the tenant requesting such keys. No tenant shall have any
duplicate keys made except by Landlord. All keys shall be returned to Landlord at the expiration or earlier termination of the applicable lease.



     7. A tenant may use microwave ovens and coffee brewers in kitchen or break areas.
Except as expressly authorized by Landlord in writing, no other appliances or other
devices are permitted for cooking or heating of food or beverages in the Building. No
portable heaters, space heaters or any other type of supplemental heating device or equipment
shall be permitted in the Building. All tenants shall notify their employees that such
heaters are not permitted.



     8. All tenants will refer all contractors, subcontractors, contractors’ representatives
and installation technicians who are to perform any work within the Building to Landlord before the performance of any work. This provision shall apply to all work
performed in the Building including, but not limited to installation of telephone and
communication equipment, medical type equipment, electrical devices and attachments, and any
and all installations of every nature affecting floors, walls, woodwork, trim, windows,
ceilings, equipment and any other physical portion of the Building.



     9. Movement in or out of the Building of furniture or office equipment, or dispatch or
receipt by a tenant of any heavy equipment, bulky material or merchandise which require the
use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours
designated by Landlord. A tenant must seek Landlord’s prior approval by
providing in writing a detailed listing of any such activity. If approved by Landlord, such activity shall be performed in the manner stated by Landlord.



     10. All deliveries to or from the Building shall be made only at such times, in the
manner and through the areas, entrances and exits designated by Landlord.



     11. No portion of any tenant’s leased area shall at any time be used for sleeping or
lodging quarters. No birds, animals or pets of any type, with the exception of guide dogs
accompanying visually impaired persons, shall be brought into or kept in, on or about any
tenant’s leased area.



 









 





     12. No tenant shall make or permit any loud or improper noises in the Building or
otherwise interfere in any way with other tenants or persons having business with them.



     13. Each tenant shall endeavor to keep its leased area neat and clean. Nothing shall be
swept or thrown into the corridors, halls, elevator shafts, stairways or other common areas,
nor shall tenants place any trash receptacles in these areas.



     14. No tenant shall employ any person for the purpose of cleaning other than the
authorized cleaning and maintenance personnel for the Building unless otherwise approved in
writing by Service Provider. The work of cleaning personnel shall not be hindered by a
tenant after 5:30 PM local time, and such cleaning work may be done at any time when the
offices are vacant. Exterior windows and common areas may be cleaned at any time.



     15. To insure orderly operation of the Building, Service Provider reserves the right to
approve all concessionaires, vending machine operators or other distributors of cold drinks,
coffee, food or other concessions, water, towels or newspapers. No tenant shall install a
vending machine in the Building without obtaining Service Provider’s prior written approval,
which shall not be unreasonably withheld; provided, however, any vending machine installed in
the Building shall not exceed the weight load capacity of the floor where such machine is to
be installed; and, Service Provider reserves the right to require that such vending machine
be separately metered in accordance with this Service Agreement, and that such vending
machine be equipped with an automatic device that reduces the power consumption of such
machine during non-peak hours of use of such machine.



     16. Service Provider shall not be responsible to tenants, their agents, contractors,
employees or invitees for any loss of money, jewelry or other personal property from the
leased premises or public areas or for any damages to any property therein from any cause
whatsoever whether such loss or damage occurs when an area is locked against entry or not.



     17. All tenants shall exercise reasonable precautions in protection of their personal
property from loss or damage by keeping doors to unattended areas locked. Tenants shall
also report any thefts or losses to the Building Manager and security personnel as soon as
reasonably possible after discovery and shall also notify the Building Manager and security
personnel of the presence of any persons whose conduct is suspicious or causes a disturbance.
The tenant shall be responsible for notifying appropriate law enforcement agencies of any
theft or loss of any property of tenant or its employees, agents, contractors, or invitees.



     18. All tenants, their employees, agents, contractors and invitees may be called upon
to show suitable identification and sign a building register when entering or leaving the
Building at any and all times designated by Service Provider form time to time, and all
tenants shall cooperate fully with Building personnel in complying with such requirements.



     19. No tenant shall solicit from or circulate advertising material among other tenants
of the Building except through the regular use of the U.S. Postal Service. A tenant shall
notify the Building Manager or the Building personnel promptly if it comes to its attention
that any unauthorized persons are soliciting from or causing annoyance to tenants, their
employees, guests or invitees.



     20. Service Provider reserves the right to deny entrance to the Building or remove any
person or persons from the Building in any case where the conduct of such person or persons
involves a hazard or nuisance to any tenant of the Building or to the public or in the event
or other emergency, riot, civil commotion or similar disturbance involving risk to the
Building, tenants or the general public.



     21. Unless expressly authorized by Service Provider in writing, no tenant shall tamper
with or attempt to adjust temperature control thermostats in the Building. Upon request,
Service Provider shall adjust thermostats as required to maintain the Building Standard
temperature.



 









 





     22. All requests for overtime air conditioning or heating must be submitted in writing
to the Building management office by noon on the day desired for weekday requests, by noon
Friday for weekend requests, and by noon on the preceding business day for Holiday requests.



     23. Tenants shall only utilize the termite and pest extermination service designated or
approved by Service Provider.



     24. No tenant shall install, operate or maintain in its leased premises or in any other
area of the Building, any electrical equipment which does not bear the U/L (Underwriters
Laboratories) seal of approval, or which would overload the electrical system or any part
thereof beyond its capacity for proper, efficient and safe operation as determined by Service
Provider, taking into consideration the overall electrical system and the present and future
requirements therefor in the Building.



     25. Parking in the Parking Facility shall be in compliance with all parking rules and
regulations including any sticker or other identification system established by Service
Provider. Failure to observe the rules and regulations shall terminate an individual’s right
to use the Parking Facility and subject the vehicle in violation to removal and/or
impoundment. Parking stickers or other forms of identification supplied by Service Provider
shall remain the property of Service Provider and not the property of a tenant and are not
transferable. The owner of the vehicle or its driver assumes all risk and responsibility for
damage, loss or theft to vehicles, personal property or persons while such vehicle is in the
Parking Facility.



     26. Each tenant shall observe Service Provider’s reasonable rules with respect to
maintaining standard window coverings at all windows in its leased premises so that the
Building presents a uniform exterior appearance. Each tenant shall ensure that to the extent
reasonably practical, window coverings are closed on all windows in its leased premises while
they are exposed to the direct rays of the sun.



     27. Bicycles and other vehicles are not permitted inside or on the walkways outside the
Building, except in those areas specifically designated by Service Provider for such purposes
and except as may be needed or used by a physically handicapped person.



     28. Landlord reserves the right to rescind any of these rules and regulations and to
make such other and further rules and regulations as in its judgment shall from time to time
be needful for the safety, protection, care and cleanliness of the Building, the operation
thereof, the preservation of good order therein and the protection and comfort of the tenants
and their agents, employees and invitees, which rules and regulations, when made and written
notice thereof is given to a tenant, shall be binding upon it in like manner as if originally
herein prescribed.




 












 





EXHIBIT E

Parking Sublicense Agreement




     This
Parking Sublicense Agreement (this “Agreement”) is made and entered into as of the ___ day
of December, 2007 (“Effective Date”), by and between ESS SUSA Holdings LLC, a Utah limited
liability company (“Licensor”), and GTx, Inc., a Delaware corporation (“Licensee”).



     WHEREAS, Licensor has entered into that certain Parking License Agreement with Moore Garage
LLC (“Owner”) dated as of December 29, 1998, as amended (the “Parking License”) pursuant to which
Licensor was granted a license to use up to 260 parking spaces in a certain parking facility
situated upon real property situated at the northeast corner of Monroe Avenue and Third Street in
Memphis, Tennessee (the “Parking Facility”); and



     WHEREAS, Licensee desires to obtain from Licensor, and Licensor is willing to grant to
Licensee, a sublicense for the use of 75 parking spaces in the Parking Facility, subject to and in
accordance with the terms and conditions set forth in this Agreement;



     NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by
this reference), the mutual covenants and conditions hereinafter Set forth, arid other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending
to be legally bound, Licensor and Licensee hereby agree as follows:



SUBLICENSE ACKNOWLEDGMENT AND AGREEMENT




     Licensee acknowledges and agrees that this Agreement and all of Licensee’s rights under this
Agreement shall at all times be subject and subordinate to all terms and provisions of the Parking
License. Except as otherwise provided in this Agreement, all obligations of and limitations on
“Licensee” under the Parking License shall be binding upon and be the responsibility of Licensee as
such relate to the Parking Facility and Licensee’s use thereof. Moreover, Licensee agrees that all
indemnifications, releases, waivers and other obligations of Licensee hereunder shall run to the
benefit of and be enforceable by Owner and that all, notices and rights granted to or consents or
approvals required by “Licensor” hereunder shall also run to the benefit of Owner and shall also
require the consent and approval of Owner. Licensee hereby agrees. if requested by Owner, to attorn
to Owner in all respects as the “Licensor” hereunder as if this Agreement was a direct license
between Licensee and Owner from and after the date Owner so requests. In the event of a default by
Licensor as licensee under the Parking License, Owner shall provide Licensee written notice of such
default and the opportunity to cure such default. In the event Owner terminates the Parking License
solely due to a default by Licensor thereunder, Licensee shall attorn to Owner in all respects as
the “Licensor” hereunder and this Agreement shall become a direct license between Licensee and
Owner from and after termination of the Parking License. Licensee shall cure any and all then
existing Licensee defaults under this Agreement, if any. Notwithstanding any of the provisions of
this Agreement or the Parking License, neither conversion of this Agreement to a direct license nor
any assignment of any rights or obligations hereunder shall in any mariner release or modify the
obligations of Licensor to Owner under the Parking License.



     1. Definitions. As used in this Agreement, the following terms shall have the meanings
indicated:



     Access Card shall have the meaning set forth in Section 5.



     Access Hours shall have the meaning set forth in Section 6.



     Applicable Law shall mean any and all present and future statutes, ordinances, rules,
regulations,



1









 




judicial decisions, permits and/or certificates of any Governmental Authority in any way
applicable to the Land, the Parking Facility, the License, Licensor or Licensee, as the case may
be.




     Business Day shall mean any day other than a Saturday, Sunday or the following legal
holidays New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, day after
Thanksgiving Day and Christmas Day.



     Effective Date shall have the meaning set forth in the initial paragraph of this
Agreement.



     Expiration Date shall have the meaning set forth in Section 3.



     Governmental Authority shall mean any federal, state, local or other governmental
entity, or any agency thereof, having jurisdiction over the Land, Parking Facility, License,
Licensor or Licensee, as the case may be.



     Land shall have the meaning set forth in the first Recital.



     License shall have the meaning set forth in Section 2.



     Parking Spaces shall mean any of the unreserved parking spaces located in the Parking
Facility.



     Users shall mean any individual who is a tenant, employee or invitee of Licensee and
who is granted the right to use an Access Card by Licensee. Licensee shall provide to Licensor a
written list which identifies each User and shall update such list as reasonably necessary. As
between Licensor and Licensee, arty individual who has possession of an Access Card shall be
conclusive evidence that such individual is a User hereunder.



     2. Grant of License. Licensor hereby grants to Licensee, and Licensee hereby
accepts, a license (the “License”) for the use of up to 75 Parking Spaces (“Initial Spaces”) during
the Access Hours by Users, which License shall be subject to, and used in accordance with, the
terms and conditions of this Agreement and the Parking License. Licensee hereby accepts the License
of 75 Parking Spaces. In addition, in the event that Licensee requests any additional Parking
Spaces, Licensor hereby agrees to grant such spaces (so long as Licensor has additional spaces not
already licensed to a sub-tenant of Licensor) pursuant to the terms hereof (“Additional Spaces”).
In addition, in the event that Licensee occupies the Offer Space (as defined in the Sublease),
Licensor shall license additional Parking Spaces to Licensee pursuant to the requirements of the
Sublease (“ROFR Spaces”). Except as otherwise expressly provided herein, the License shall be
irrevocable by Licensor. Nothing herein contained shall be construed to grant to Licensee any
estate in real property nor the exclusive right to a particular Parking Space, but rather a license
only.



     3. Term. The term of this Agreement and the License (the “Term”) shall commence on
the Effective Date and shall expire at 5:00 p.m. Memphis, Tennessee time on April 30, 2015, or such
earlier date on which this Agreement and the License are terminated in accordance with the
provisions of this Agreement (the “Expiration Date”).



     4. Monthly Parking Fee.




	 	a.	 	In connection with the Initial Spaces, commencing on the
Effective Date and continuing thereafter throughout the entire term of this
Agreement, Licensee agrees to pay to Licensor, or with Licensor’s consent
directly to Owner, for the parking rights granted herein a rate of Zero
Dollars ($0.00) per month.




2









 






	 	b.	 	In connection with the Additional Spaces, commencing upon
request of such Additional Spaces by Licensee and continuing thereafter
through the entire term of this Agreement, Licensee agrees to pay to Licensor,
or with Licensor’s consent directly to Owner, for the parking rights granted
herein, a rate of Seventy Five Dollars ($75.00) per month, which monthly
rental shall be paid on or before the first day of each calendar month during
the Term. In the event the Term of this Agreement commences or expires on a
day other than the first day of a calendar month, the applicable Monthly
Parking Rate shall be prorated for the applicable period.
	 
	 	c.	 	In connection with the ROFR Spaces, commencing upon
Licensee’s occupancy of the Offer Space and continuing thereafter through the
entire term of this Agreement, Licensee agrees to pay to Licensor, or with
Licensor’s consent directly to Owner, for the parking rights granted herein, a
rate to be mutually agreed upon between Licensor and Licensee, which monthly
rental shall be paid on or before the first day of each calendar month during
the Term. In the event the Term of this Agreement commences or expires on a
day other than the first day of a calendar month, the applicable Monthly
Parking Rate shall be prorated for the applicable period.





     5. Access. Access to the Parking Facility shall be obtained by way of an access card
(an “Access Card”) issued by Owner to Licensee. Owner shall provide to Licensee 75 Access Cards
(which amount shall be increased proportionately in the event Licensee obtains Additional Spaces or
ROFR Spaces). Licensee may distribute the Access Cards to such Users as Licensee may elect. By
accepting an Access Card, each User shall be conclusively deemed to have agreed to all terms and
conditions of this Agreement. Owner may exchange Access Cards for new Access Cards from time to
time in its sole discretion, and Licensee agrees to cause each User to promptly deliver its Access
Card in exchange for the replacement Access Card. If any Access Card is lost, stolen or damaged,
the same shall be immediately reported to Owner, and Owner agrees to replace such Access Card upon
receipt of Owner’s then-standard replacement fee . Only one (1) automobile may enter the Parking
Facility with each use of an Access Card, and each entry to the Parking Facility using an Access
Card must be followed by an exit from the Parking Facility using the Access Card before another
entry using such Access Card will be permitted. Owner shall have the right to so program the Access
Cards.



     6. Access Hours. License granted hereunder shall be valid for entry to and exit from
the Parking Facility twenty-four (24) hours a day seven days a week; provided, however,
that Users will not be permitted to enter or exit the Parking Facility at any time after 6:00 p.m.
on Business Days on which any event is scheduled at the adjacent baseball stadium (“Stadium”) and
will not be permitted to enter or exit the Parking Facility on non-Business Days on which any event
is scheduled at the Stadium during the period of time commencing three hours before, arid ending
two hours after the conclusion of, the scheduled event. Notwithstanding anything herein to the
contrary, if any User gains entry to or exits from the Parking Facility at any time other than the
Access Hours, then Licensee shall pay to Licensor, upon demand, the parking rate in effect at the
time of such entry or exit regardless of when such User actually gained access to the Parking
Facility. Licensor shall have the right, but not the obligation, to program the Access Cards to
permit entry to the Parking Facility only during the Access Hours.



     7. No After Hours Personnel. Licensee acknowledges and agrees that Owner shall have no
obligation to provide security and may not have any personnel on site at the Parking Facility
between the hours of 10:00 p.m. and 6:00 a.m. on Business Days or any time on non-Business Days.
Licensee shall notify all of its Users of this fact and that upon request a security guard from the
Moore Building will be available to accompany Users to their vehicles during the above referenced
time periods.



3









 





     8. Reserved Spaces. Licensee acknowledges and agrees that none of the Parking Spaces
shall be reserved parking spaces. In no event shall Licensor reimburse Licensee the amount of any
fine or penalty imposed on such User for parking in violation of any Applicable Law. At the
discretion of Owner, Owner may at any time designate assigned parking spaces or may eliminate
assigned parking spaces altogether and may provide attendant parking or such other system or
management of parking as Owner deems necessary or desirable.



     9. Maintenance and Use. Throughout the Term, Owner shall use commercially reasonable
efforts to maintain the Parking Facility in good working order and repair and shall use and
maintain the Parking Facility in accordance with all Applicable Law. Licensee shall use, and shall
cause each User to use, the Parking Spaces and the Parking Facility in accordance with, and shall
comply and cause each User to comply with, all Applicable Law and all of the terms and conditions
of this Agreement and any rules and regulations relating to the use of the Parking Facility as
Owner may adopt from time to time. Neither Licensee nor any User shall use or permit its Users to
use the Parking Facility or any part thereof in any manner which would in any way (i) violate any
Applicable Law or this Agreement, (ii) cause structural injury or damage to the Parking Facility or
any part thereof, (iii) constitute a public or private nuisance, (iv) be reasonably likely to
damage any personal property (including automobiles) or result in injury or death to any person, or
(v) alter the appearance of the exterior or any portion of the interior of the Parking Facility.



     10. Licensee’s Insurance. At all times after the execution of this Agreement, Licensee
will carry and maintain, at its expense with insurance companies reasonably acceptable to Licensor,
(i) a commercial (comprehensive) liability insurance policy, including insurance against assumed or
contractual liability under this Agreement, with respect to liability arising out of the ownership,
use, occupancy or maintenance of the Parking Facility and all areas appurtenant thereto, to afford
protection with respect to bodily injury, death or property damage of not less than Five Million
Dollars ($5,000,000) combined single limit; and (ii) automobile liability with single limit
coverage of at least $1,000,000 for all owned, hired or non-owned vehicles. Each liability policy
shall include an “Additional Insured Endorsement” in favor of Licensor and Licensor’s designees. A
certificate of such insurance in a form reasonably satisfactory to Licensor shall be furnished to
Licensor reflecting the limits and endorsements required herein. Each policy shall require notice
of non-renewal to Licensor and shall further provide that it may not be altered or canceled without
thirty (30) days’ notice being first given to Licensor. Licensor agrees to cooperate with Licensee
to the extent reasonably requested by Licensee to enable Licensee to obtain such insurance with
respect to improvements. Licensor shall have the right to require increased limits if, in
Licensor’s reasonable judgment, such increase is necessary. All policies required to be maintained
hereunder shall include a waiver of subrogation in favor of Licensor.



     11. Owner’s Insurance. Pursuant to the terms of the Parking License, Owner will
maintain, during the Term of this Agreement, (i) a commercial (comprehensive) liability insurance
policy and a garage keepers legal liability policy, including insurance against assumed or
contractual liability with respect to liability arising out of the ownership, use, occupancy or
maintenance of the Parking Facility and all areas appurtenant thereto, to afford protection with
respect to bodily injury, death or property damage of not less than Five Million Dollars
($5,000,000) combined single limit; and (ii) fire and extended coverage insurance insuring the
Parking Facility against damage or loss from fire or other casualty normally insured against under
the terms of standard policies of fire and extended coverage insurance. Licensor shall not be
obligated to insure any property of Licensee or any User. All policies required to be maintained
hereunder shall include a waiver of subrogation in favor of Licensee.



     12. Waiver of Claims. Notwithstanding anything in this Agreement to the contrary, each



4









 




party hereto releases and waives all claims, rights of recovery, and causes of action that
either such party or any party claiming by, through, or under such party by subrogation or
otherwise may now or hereafter have against the other party or any of the other party’s directors,
officers, shareholders, partners, members, employees or agents for any loss or damage that may
occur to the Parking Facility or any of the personal property located thereon by reason of fire,
act of God, the elements, or any other cause, excluding willful misconduct but including negligence
of the parties hereto or their directors, officers, shareholders, partners, members, employees or
agents that was required to be insured under the terms of this Agreement. Licensor shall not be
liable to Licensee or any User for any inconvenience or loss to Licensee or any User in connection
with any of the repair, maintenance, damage, destruction, restoration, or replacement referred to
in this Agreement. Licensor shall not be liable to Licensee or any User and Licensee, for itself
and on behalf of each User, hereby waives all claims against Licensor and its directors, officers,
shareholders, partners, members, employees, or agents for any incidental or consequential damages,
loss of profits, business interruption, acts of other users, licensees, vandalism, loss of trade
secrets or other confidential information, and any damage, loss or injury caused by a defect in the
Parking Facility or any other cause in, on, or about the Parking Facility or any part thereof,
unless caused solely by the intentional or willful misconduct of Licensor. The waivers in this
Section shall survive the expiration or earlier termination of this Agreement.




     13. No Liability. Without limiting the generality of the foregoing waivers, Licensee
expressly acknowledges and agrees, for itself and on behalf of each User, that Licensor and its
directors, officers, shareholders, partners, members, employees, agents and contractors shall have
no liability for any of the following (unless the same arises solely as a result of the gross
negligence or willful misconduct of Licensor): (a) any damage to property; (b) any loss of or
damage to persons or property by theft, vandalism, malicious mischief or otherwise; (c) any injury
or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, oil,
electricity, water, rain or snow, leaks from any part of the Parking Facility (including, without
limitation, pipes, appliances, plumbing works, cooling systems, the roof, the street or subsurface)
or from any other place or by any other cause of whatever nature, or dampness; (d) any of the
foregoing which may be caused by any tenant, invitee, User, guest or other person in the Parking
Facility or by operations in construction of any private, public or quasi-public work; and (e)
damage or injury sustained as a result of faulty brakes or other equipment failure. In addition,
Licensor shall not be responsible for vehicles stolen from the Parking Facility, nor for articles
left in vehicles (including, without limitation, cellular telephones, CB radios, antennas, tape
decks and tape cartridges, stereos, CD players and compact discs and any other personal property).
No employee or other agent of Licensor shall ever have the authority to vary the limitations on
liability set forth herein. Licensee shall provide a copy of the foregoing waiver in the form
attached hereto as Exhibit A to each User as a condition to their use of the
Parking Facility. The waivers in this Section shall survive the expiration or earlier termination
of this Agreement.



     14. Indemnity. Except for the claims, rights of recovery and causes of action waived
in Sections 12 and 13, Licensee shall indemnify and hold harmless Licensor and Licensor’s
directors, officers, shareholders, partners, members, employees, agents and contractors, from all
claims, losses, costs, damages, or expenses (including reasonable attorneys’ fees) in connection
with any injury to, including death of, any person or damage to any property arising, wholly or in
part, out of any action, omission, or neglect of Licensee or Licensee’s directors, officers,
shareholders, partners, members, employees, agents, invitees, Users, guests, or any parties
contracting with Licensee relating to the Parking Facility. If Licensor shall without fault on its
part, be made a party to any action commenced by or against Licensee, the Licensee shall protect
and hold Licensor harmless and shall pay all costs, expenses, including reasonable attorneys fees
in connection therewith. Licensee’s obligations under this Section shall not be limited by the
amount or types of insurance maintained or required to be maintained by Licensee under this
Agreement.



5









 




The obligations under this Section shall survive the expiration or earlier termination of this
Agreement.




     15. Revocation and Termination. It is the intent of Licensor and Licensee that the
License granted herein shall be irrevocable for the duration of the Term, and neither Licensor nor
Licensee shall be entitled to revoke the License or terminate this Agreement except under the
limited circumstances expressly set forth in this Agreement. Notwithstanding the foregoing,
Licensee acknowledges and agrees that any User’s right to enjoy the benefits of the License may be
terminated by Licensor under the circumstances set forth in this Agreement, and no such termination
by Licensor shall be deemed a revocation of the License or a default under this Agreement.
Notwithstanding any other provision of this Agreement, Licensee shall have the right to terminate
this Agreement upon the termination of that certain Sublease Agreement entered into between
Licensor as Landlord and Licensee as Tenant concurrently herewith.



     16. Assignment. Licensor shall have the unqualified right to assign its interest and
obligations to any person or entity without the consent of Licensee, so long as Licensor’s assignee
expressly assumes the obligations of Licensor hereunder, and Licensor shall be released from all
obligations and liabilities hereunder from and after the effective date of such assignment and
assumption. Licensee may not assign its interest under this Agreement without the prior written
consent of Licensor, which consent Licensor may grant or withhold in Licensor’ s sole discretion.
If Licensor consents to any such assignment, unless expressly consented to by Licensor, no such
assignment shall release Licensee from any of its obligations hereunder.



     17. Surrender. On the Expiration Date, or on such earlier date as this Agreement and
the License may be terminated in accordance with the provisions hereof, Licensee covenants and
agrees to cause all Access Cards to be returned to Owner and shall quit and surrender use of the
Parking Facility and all Parking Spaces. Licensee’s obligation to observe and perform this covenant
shall survive the expiration or earlier termination of the Term.



     18. Subordination. This Agreement, the Sublicense and the rights of Licensee hereunder
are expressly subject and subordinate to (i) the terms, conditions and provisions of any ground
lease of the Land pursuant to which Owner holds its interest in the Land and/or the Parking
Facility, and (ii) the lien of any mortgage against Owner’s interest in the Land and/or the Parking
Facility (whether fee simple or leasehold under a ground lease); provided, however, that so long as
Licensee performs its obligations hereunder, no ground lessor under a ground lease nor any
mortgagee under a mortgage shall disturb the License or Licensee’s right to use the Parking
Facility in the event any such ground lessor or mortgagee succeeds to Owner’s interest in the Land
and/or the Parking Facility. The foregoing subordination and nondisturbance shall be self-operative
upon the execution and delivery of this Agreement by Licensor and Licensee, no further instrument
of subordination shall be necessary or required, and any third party may rely on this provision as
confirmation of Licensee’s subordination of its interests hereunder as aforesaid, subject to the
right of nondisturbance set forth above. If, in connection with any temporary and/or permanent
financing in connection with the Land and/or the Parking Facility, any lender requests reasonable
modifications of this Agreement as a condition to such financing, Licensee shall not unreasonably
withhold or delay the execution and/or delivery of such modification so long as the same does not
increase Licensee’s financial obligations hereunder or materially adversely affect the License or
Licensee’s use of the Parking Facility.



     19. Notices. All notices and other communications under or with respect to this
Agreement and/or the License shall be in writing and shall be deemed delivered (i) upon receipted
delivery, if sent by messenger or personal courier, (ii) one Business Day after being deposited in
the U.S. Mail, registered or certified, return receipt requested, in any case with postage/delivery
prepaid or billed to sender and



6









 




addressed as follows:



If to Licensor:



ESS SUSA Holdings LLC

2795 E. Cottonwood Parkway, Suite 400

Salt Lake City, UT

Attn: General Counsel



If to Licensee:



GTx, Inc.




	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

Attn:
	 	 





Either party may change its address for purposes of notice hereunder by delivering written notice
thereto to the other in the manner set forth above. Notwithstanding the foregoing, any delivery
which is rejected by the addressee or which is undeliverable because of an address change of which
no notice was given shall be deemed delivered upon the attempted delivery thereof.




     20. No Waiver. No waiver of any provision of this Agreement shall be considered a
waiver of any other provision hereof nor a waiver of subsequent application of such provision. No
waiver shall be enforceable unless in writing and signed by the party against whom enforcement is
sought. No delay or omission in exercising or enforcing the rights herein granted shall be
construed as a waiver of such rights. The acceptance by any party of a partial payment of any
amount due and owing to such party hereunder shall not be deemed a waiver of the right to receive
the balance of such account.



     21. Interest. All amounts payable by Licensee to Licensor under this Agreement, if
not paid when due, shall bear interest from the date due until paid at the then maximum lawful rate
(the “Default Rate”).



     22. Holding Over. If Licensee does not surrender possession of the Leased Spaces at
the end of the Term or upon earlier termination of this Agreement, at the election of Licensor,
Licensee shall be a licensee-at-sufferance of Licensor from day to day and the Monthly Rental Rate
during the period of such holdover shall be two (2) times the amount which Licensee was obligated
to pay for the month immediately preceding the end of the Term or termination of this Agreement.



     23. Entire Agreement. This Agreement and any exhibits attached hereto constitute the
entire agreement of the parties with respect to the subject matter hereof. This Agreement may be
amended, supplemented or otherwise modified only by a written instrument executed by all of the
parties hereto. If any term or provision of this Agreement is deemed to be invalid or unenforceable
to any extent, the remainder of this Agreement shall not be affected thereby and shall continue in
full force and effect to the fullest extent permitted by Applicable Law.



     24. No Representations. Licensee acknowledges and agrees that neither Licensor nor any
party acting by, through or under Licensor has made any representations or warranties of any kind
with respect to the Land, the Parking Facility, the License or the Parking Spaces except as
expressly set forth in this Agreement, and no such representations or warranties shall be implied
or inferred from the actions of Licensor or any party acting by, through or under Licensor nor from
any provision of this Agreement.



7









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of
the date first written above.



	 	 	 	 	 	 	 
	LICENSOR:

	 	 
	 	ESS SUSA HOLDINGS, LLC,	 	 
	 

	 	 	 	a Delaware limited liability company
	 	 






	 	 	 	 	 	 	 
	 

	 	By:
	 	                           , member	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	LICENSEE:	 	 	 	GTX, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:

Title:
	 	 

Henry P. Doggrell 
Vice

 President, General Counsel and Secretary
	 	 






8









 






Consented to by Owner as of the date first above set forth.




	 	 	 	 	 	 	 	 	 	 	 
	OWNER:	 	Moore Garage LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By: Parkway Properties LP, its sole general member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Parkway Properties General Partners, Inc., its
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	sole general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 

Name: John J. Buckley
	 	 
	 

	 	 	 	 	 	 	 	Title: Senior Vice President	 	 






9









 






Exhibit A




Waiver of Liabilities




     Use of the Parking Facility is subject to (i) the terms and conditions of that certain Parking
License Agreement dated December 29, 1998 by and between Moore Garage LLC (“Owner”) and ESS SUSA
Holdings, LLC, as successor in interest to SUSA-TN LLC as such may be amended from time to time,
and (ii) any and all rules and regulations adopted by Licensor from time to time. A copy of the
Parking License Agreement is available from Owner upon request.



     Owner shall not be liable to Licensee or any User, and User hereby waives all claims against
Owner and its directors, officers, shareholders, partners, members, employees or agents for any
incidental or consequential damages, loss of profits, business interruption, acts of other users,
licensees, vandalism, loss of trade secrets or other confidential information, and any damage, loss
or injury caused by a defect in the Parking Facility or any other cause in, on, or about the
Parking Facility or any part thereof, unless caused solely by the gross negligence or willful
misconduct of Owner.



     Without limiting the generality of the foregoing, each User by use of the Access Card
expressly acknowledges and agrees that Owner and its directors, officers, shareholders, partners,
members, employees, agents and contractors shall have no liability for any of the following (unless
the same arises as a result of the gross negligence or willful misconduct of Owner): (a) any damage
to property; (b) any loss of or damage to persons or property by theft, vandalism, malicious
mischief or otherwise; (c) any injury or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, oil, electricity, water, rain or snow, leaks from any part
of the Parking Facility (including, without limitation, pipes, appliances, plumbing works, cooling
systems, the roof, the street or subsurface) or from any other place or by any other cause of
whatever nature, or dampness; (d) any of the foregoing which may be caused by any tenant. invitee,
User, guest or other person in the Parking Facility or by operations in construction of any
private, public or quasi-public work; and (e) damage or injury sustained as a result of faulty
brakes or other equipment failure. In addition, Owner shall not be responsible for vehicles stolen
from the Parking Facility, nor for articles left in vehicles (including, without limitation,
cellular telephones, CB radios, antennas, tape decks and tape cartridges, stereos, CD players and
compact discs and any other personal property). No employee or other agent of Owner shall ever
have the authority to vary the limitations on liability set forth herein.



     These waivers shall survive the expiration or earlier termination of the Parking License
Agreement.




10












 





EXHIBIT F




STATE OF TENNESSEE

COUNTY OF SHELBY




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 certain real
property described on Exhibit A attached hereto (the “Subject Property”) has subleased the
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 of even date herewith (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 and 4th floors 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.



 









 





Executed as of this ____ day of December, 2007.




	 	 	 	 	 	 	 	 	 	 	 
	 

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

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Tenant:	 	 	 	 	 	 	 	 
	 	 	 	 	GTx, Inc.	 	 	 	 
	 	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	                           , member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 







 












 





EXHIBIT G




TEMPORARY SPACE




[DIAGRAM OF 3RD FLOOR TEMPORARY OFFICE SPACE]