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Exhibit 4.1




RESTATED




CERTIFICATE OF INCORPORATION

OF

GTX, INC.



     GTX, INC., a corporation organized and existing under the General Corporation Law of the State
of Delaware (the “Corporation”), does hereby certify as follows:



     FIRST: The name of the Corporation is GTx, Inc.



     SECOND: The original Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on September 4, 2003.



     THIRD: At a meeting of the Board of Directors of the Corporation a resolution was duly
adopted pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware,
setting forth this Restated Certificate of Incorporation and declaring this Restated Certificate of
Incorporation to be advisable. The stockholders of the Corporation duly approved and adopted this
Restated Certificate of Incorporation by unanimous written consent in accordance with Section 228,
242 and 245 of the General Corporation Law of the State of Delaware.



     FOURTH: The Certificate of Incorporation of this Corporation is hereby amended and
restated in its entirety to read as follows:



ARTICLE I




     The name of the Corporation is GTx, Inc.



ARTICLE II




     The address of the Corporation’s registered office in the State of Delaware is:


2711 Centerville Road, Suite 400

Wilmington, Delaware 19808

County of New Castle



     The name of its registered agent at such address is Prentice-Hall Corporation System, Inc.



ARTICLE III




     The purpose of the Corporation is to engage in any lawful act or activity for which a
corporation may be organized under the Delaware General Corporation Law (“DGCL”).



 









 





ARTICLE IV




     A. Authorized Stock. The total number of shares which the Corporation shall have
authority to issue is sixty-five million (65,000,000), consisting of sixty million (60,000,000)
shares of Common Stock, par value $0.001 per share (the “Common Stock”), and five million
(5,000,000) shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”).



     B. Preferred Stock. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby expressly authorized at any time and from time to time to
provide for the issuance of all or any of the shares of the Preferred Stock in one or more series,
and to fix the number of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designation, preferences, and relative,
participating, optional, or other rights and such qualifications, limitations, or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such shares to the fullest extent as may now or hereafter
be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or
decrease the number of shares of any series subsequent to the issuance of shares of that series,
but not below the number of shares of such series then outstanding. In case the number of shares of
any series shall be decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.



     C. Common Stock.



          1. Voting Rights. Each outstanding share of Common Stock shall entitle the holder
thereof to one vote on each matter properly submitted to the stockholders of the Corporation for
their vote; provided, however, that, except as otherwise required by law, holders of Common Stock
shall not be entitled to vote on any amendment to this Certificate of Incorporation (which as used
herein, shall mean the certificate of incorporation of the Corporation, as amended from time to
time, including any certificate of designation filed with respect to any series of Preferred Stock)
that relates solely to the terms of one or more outstanding series of Preferred Stock if the
holders of such affected series are entitled, either separately or together as a class with the
holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of
Incorporation.




          2. Dividends. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, the holders of shares of Common Stock shall be entitled to receive, when and if
declared by the Board of Directors, out of the assets of the Corporations which are by law
available therefor, dividends payable either in cash, in property or in shares of capital stock.




          3. Dissolution, Liquidation or Winding Up. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of any series of Preferred
Stock then outstanding, the holders of Common Stock shall be entitled, unless otherwise provided by
law or this Certificate of Incorporation, to receive all of the remaining assets of the Corporation
of whatever kind available for distribution to stockholders ratably in proportion to the number of
shares of Common Stock held by them respectively.




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ARTICLE V




     A. Management of Business. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors.



     B. Number of Directors. The authorized number of directors of the Corporation shall be
determined from time to time exclusively by resolution adopted by the affirmative vote of a
majority of the authorized number of directors at any regular or special meeting of such Board of
Directors, within any limits prescribed in the Bylaws of the Corporation.



     C. Classes of Directors. Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, the directors shall be
divided into three classes, as nearly equal in number as possible, designated as Class I, Class II
and Class III, respectively. At the annual meeting of stockholders held in 2005, the term of office
of the Class I directors shall expire and Class I directors shall be elected for a term ending on
the date of the third annual meeting of stockholders following the annual meeting at which such
director was elected. At the annual meeting of stockholders held in 2006, the term of office of the
Class II directors shall expire and Class II directors shall be elected for a term ending on the
date of the third annual meeting of stockholders following the annual meeting at which such
director was elected. At the annual meeting of stockholders held in 2007, the term of office of the
Class III directors shall expire and Class III directors shall be elected for a term ending on the
date of the third annual meeting of stockholders following the annual meeting at which such
director was elected. At each succeeding annual meeting of stockholders, directors shall be elected
for a term ending on the date of the third annual meeting of stockholders following the annual
meeting at which such director was elected to succeed the directors of the class whose terms expire
at such annual meeting. If any newly created directorship may, consistently with the rule that the
three classes shall be as nearly equal in number as possible, be allocated to more than one class,
the Board of Directors shall allocate it to the available class whose term of office is due to
expire at the earliest date following such allocation. Notwithstanding any provision of this
section to the contrary, each director shall serve until his or her successor is duly elected and
qualified or until his or her death, resignation, disqualification or removal. No decrease in the
number of directors constituting the Board of Directors shall shorten the term of any incumbent
director.



     D. Vacancies. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other causes and any newly created directorships resulting from any
increase in the number of directors, shall, unless the Board of Directors determines by resolution
that any such vacancies or newly created directorships shall be filled by the stockholders, except
as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors
then in office, even though less than a quorum of the Board of Directors, and not by the
stockholders. Any director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the director for which the vacancy was created or occurred and
until such director’s successor shall have been elected and qualified or until his or her death,
resignation, disqualification or removal.



     E. Elections. The directors of the Corporation need not be elected by written ballot
unless the Bylaws of the Corporation so provide.



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ARTICLE VI




     A. Action by Stockholders. No action required or permitted to be taken by the
stockholders of the Corporation shall be taken except at a duly called annual or special meeting of
stockholders of the Corporation, and no action shall be taken by the stockholders by written
consent.



     B. Special Meetings of Stockholders. Special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or by the
Board of Directors acting pursuant to a resolution adopted by a majority of the authorized number
of directors, and any power of stockholders to call a special meeting is specifically denied. Only
such business shall be considered at a special meeting of stockholders as shall have been stated in
the notice for such meeting.



     C. Advance Notice. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of the stockholders of
the Corporation shall be given in the manner provided in the Bylaws of the Corporation.



ARTICLE VII




     The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the
Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of
Directors shall require the approval of a majority of the directors then in office. The
stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation;
provided, however, that, in addition to any vote of the holders of any class or series of stock of
the Company required by law or by this Restated Certificate of Incorporation, the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be required to adopt, amend or
repeal any provision of the Bylaws of the Corporation.



ARTICLE VIII




     A. Limitation of Liability. Except to the extent that the DGCL prohibits the
elimination or limitation of liability of directors for breaches of fiduciary duty, no director of
the Corporation shall be liable to the Corporation or its stockholders for monetary damages for
breach of his or her fiduciary duty as director. If the DGCL or any other statute of the State of
Delaware hereafter is amended to authorize the further elimination or limitation of the liability
of directors of the Corporation, then the liability of a director of the Corporation shall be
limited to the fullest extent permitted by the statutes of the State of Delaware, as so amended,
and such elimination or limitation of liability shall be in addition to, and not in lieu of, the
limitation on the liability of a director provided by the foregoing provisions of this Article
VIII.



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     B. Indemnification. The Corporation shall indemnify each person who is or was a party
or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
the person is or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, from and against all
expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such
person in connection with such action, suit or proceeding, to the fullest extent permitted under
the DGCL, as it exists on the date hereof or as it may hereafter be amended; provided, however,
that, except with respect to proceedings to enforce rights to indemnification, the Corporation
shall not be required to indemnify any such person seeking indemnification in connection with an
action, suit or proceeding (or part thereof) initiated by such person unless such action, suit or
proceeding (or part thereof) was authorized by the Board of Directors.



     C. Repeal and Modification. Any repeal or modification of the foregoing provisions of
this Article VIII shall not affect adversely any right or protection of any director, officer,
employee or agent of the Corporation existing at the time of such repeal or modification.



ARTICLE IX




     A. Reservation of Rights. The Company reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, except as provided in section B of this Article IX, and all rights conferred
upon the stockholders herein are granted subject to this reservation.



     B. Requisite Vote. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or series of the voting
stock of the Company required by law, this Certificate of Incorporation or any certificate of
designation of Preferred Stock, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend or repeal Articles V, VI, VII, VIII
and IX of this Certificate of Incorporation.



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     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates, integrates and
amends the certificate of incorporation of the Corporation, and which has been duly adopted in
accordance with Sections 228, 242 and 245 of the Delaware General Corporation Law, has been
executed on behalf of GTx, Inc. by the undersigned officer, thereunto duly authorized, this 6th day
of February, 2004.



	 	 	 	 	 
	 	 	GTx, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Henry P. Doggrell
	 

	 	 	 	 
	 

	 	 	 	Henry P. Doggrell
	 

	 	 	 	Secretary









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