EXHIBIT 14.1

GTx, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

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GTx, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

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I. INTRODUCTION................................................................. 1
II. COMPLIANCE OFFICER........................................................... 1
III. CONFLICTS OF INTEREST........................................................ 2
A. Introduction........................................................ 2
B. General Policy...................................................... 2
C. Serving as a Director, Officer or Employee of Another Business...... 2
D. Acceptance of Gifts and Other Favors................................ 3
E. Potential Conflicts by Family and Friends........................... 4
F. Political Activities................................................ 4
G. Bribery............................................................. 5
IV. PROHIBITION ON TAKING CORPORATE OPPORTUNITIES OF GTx......................... 5
V. BUSINESS CONDUCT AND FAIR DEALING............................................ 5
A. General Policy...................................................... 5
B. Dealings with Competitors........................................... 5
C. Dealings with Consultants, Contractors, Suppliers, Scientific
Collaborators and Other Parties Doing Business with GTx............. 6
VI. CONFIDENTIAL INFORMATION AND PRESERVATION OF RECORDS......................... 6
VII. PROTECTION AND USE OF GTX PROPERTY........................................... 7
A. GTx Property........................................................ 7
B. Use of Electronic Systems........................................... 7
VIII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.................................. 7
A. General............................................................. 7
B. GTx Business Records................................................ 7
C. Specific Policies Governing CEO and Senior Financial Officers....... 8
D. Insider Information and Securities Trading.......................... 9
E. Health Care Laws and Regulations.................................... 9
F. Fair Employment Practices........................................... 9
IX. COMPLIANCE WITH AND ENFORCEMENT OF THIS CODE OF BUSINESS CONDUCT AND ETHICS.. 10
A. General............................................................. 10
B. Questions Regarding Code............................................ 11
C. Determination of Violations......................................... 11
D. Request for Waivers................................................. 12
E. Good Faith Reporting of Wrongdoing.................................. 12
X. DISCLAIMER OF EMPLOYMENT CONTRACT............................................ 13
XI. RESERVATION OF RIGHTS........................................................ 13
XII. CERTIFICATION................................................................ 13

GTx, INC.
CODE OF BUSINESS CONDUCT AND ETHICS

I. INTRODUCTION

GTx, Inc. (the "Company" or "GTx") is committed to achieving high
standards of business and personal ethical conduct for itself, the members of
its Board of Directors and all GTx personnel. Through performance in accordance
with these standards, GTx, its Directors and all of its employees will earn and
enjoy the respect of one another, the business and scientific research
communities, our consultants, contractors, suppliers, scientific collaborators
and the public.

It is the personal responsibility of all Directors and employees to be
familiar with all legal and policy standards and restrictions applicable to
their duties and responsibilities, and to conduct themselves accordingly. In
addition to the strictly legal aspects involved, all Directors and employees are
expected to observe high standards of business and personal ethics in the
discharge of their duties. This Code of Business Conduct and Ethics (the "Code")
is designed to help ensure this.

This Code applies to all Directors and employees of GTx in all places.
"Employees" means an officer or employee of GTx and its affiliates, and it
includes Executive Officers, unless otherwise stated. Certain parts of this Code
may apply specifically to "Executive Officers," and are so indicated. "Executive
Officer" means a member of GTx management so designated by resolution of the
Board of Directors. All employees and Directors are required to read and
understand this Code, and compliance with the policies set forth herein is
required of all personnel.

This Code is intended to comply with the Nasdaq Stock Market listing
standards and the Sarbanes-Oxley Act of 2002. Directors and employees are
encouraged to report violations, or suspected violations, of laws, regulations,
or this Code using the processes described in Article IX of this Code or as
otherwise provided for by the Board of Directors. GTx will not permit
retaliation against Directors or employees for reports made in good faith.

II. COMPLIANCE OFFICER

In order to help ensure compliance with this Code, GTx has appointed a
Compliance Officer who is GTx's General Counsel. The Compliance Officer will
have the following duties:

1. Coordinate periodic reviews and update this Code as necessary;

2. Ensure that each new employee is given a copy of this Code
immediately after employment and that each such employee signs
an acknowledgment that he or she has read, understands and
supports this Code;

3. Maintain records related to this Code; and

4. Perform such other activities as may be reasonably related to
the foregoing or are required to ensure a successful
application of the program contemplated by this Code.

The Compliance Officer shall make periodic reports to GTx's Chief
Executive Officer and Board of Directors concerning compliance with these
requirements.

III. CONFLICTS OF INTEREST

A. INTRODUCTION

For purposes of our Code, a "conflict of interest" occurs when an
individual's private interests interfere in a material way or appear from the
perspective of a reasonable person to interfere in a material way with the
interests of GTx as a whole. A conflict situation can arise when an employee or
Director takes actions or has interests that may make it difficult to perform
his or her responsibilities objectively and effectively. Ordinarily, a conflict
exists when an outside interest could actually or potentially influence the
judgment or actions of an individual in the conduct of GTx's business. Conflicts
of interest may also arise when an employee or Director, or a member of his or
her family, receives improper personal benefits as a result of his or her
position at GTx.

B. GENERAL POLICY

GTx must have the confidence of its consultants, contractors,
suppliers, scientific collaborators and the public. Directors and employees must
avoid conflicts or the appearance of conflicts, as discussed above.
Specifically, employees should avoid any outside financial interests that might
conflict with GTx's interests. Such outside interests could include, among other
things:

1. Personal or family financial interests in, or indebtedness to,
enterprises that have business relations with GTx, such as
relatives who are employed by or own an interest in
consultants or suppliers.

2. Acquiring any interest in outside entities, properties, etc.,
in which GTx has an interest or potential interest.

3. Conduct of any business not on behalf of GTx with any
consultant, contractor, supplier, scientific collaborator or
any of their officers or employees, including service as a
director or officer of, or employment or retention as a
consultant by, such persons.

Employees should report any material transaction or relationship that
could result in a conflict of interest to GTx's Compliance Officer, or through
such other processes as may be established by the Board of Directors.

C. SERVING AS A DIRECTOR, OFFICER OR EMPLOYEE OF ANOTHER BUSINESS

GTx expects its employees to devote their full energies to their work.
Therefore, an employees' outside activities must not give rise to a real or
apparent conflict of interest with the employee's duties with GTx. Employees
must be alert to potential conflicts of interests and be aware that they may be
asked to discontinue any outside activity should such a conflict arise.

GTx employees must have written approval from the Compliance Officer in
advance of accepting an appointment or position to serve as a director, partner,
owner, officer or employee of any non-GTx business. Employees should submit in
writing any requests for approval to the Compliance Officer stating the name and
address of the proposed employer, the nature of the position and the expected
hours of employment. If the service is permitted, then any employee acting in
this dual capacity must inform the Compliance Officer of any matter affecting
this dual responsibility at any time. Under no circumstances shall a Director or
employee engage in any activity that competes with GTx.

Notwithstanding the foregoing, volunteering in civic and charitable
organizations is encouraged for GTx employees. To serve as a director or officer
of a charitable or civic organization, an employee must obtain written approval
from the Compliance Officer in advance of accepting the appointment.
Participation in such activities shall not be deemed to be within an
individual's scope of employment or authority as an employee, and GTx assumes no
liability therefor.

Directors are not considered employees of GTx and are not limited as to
their outside employment by the provisions of this Section C. Directors who
accept nominations to serve as directors of other public companies shall, in
cases where such nominations have not previously been disclosed, notify GTx's
Board of Directors in writing.

D. ACCEPTANCE OF GIFTS AND OTHER FAVORS

The general purpose of gifts and favors in a business context is to
create goodwill. If they do more than that, and appear to have the potential to
unduly influence judgment or create a feeling of obligation, employees should
not accept them. Employees may not solicit any kind of gift or personal benefit
from present or potential consultants, contractors, suppliers or scientific
collaborators. Employees are prohibited from accepting gifts of money (or
monetary equivalents) or gifts that would be viewed as expensive or
extraordinary by a reasonable person, whether solicited or unsolicited, from
consultants, contractors, suppliers or scientific collaborators. Notwithstanding
the foregoing, the following transactions are permitted and shall be considered
an exception to the general prohibition against accepting things of value:

1. Acceptance of gifts, gratuities, amenities or favors based on
obvious family or personal relationships (such as those with
parents, children or spouse) when the circumstances make it
clear that it is those relationships, rather than the business
of GTx, that are the motivating factors;

2. Acceptance of meals, refreshments, travel arrangements or
accommodations, or entertainment, all of reasonable value, in
the course of a meeting or other occasion, the purpose of
which is to hold bona fide business discussions or to foster
better business relations, provided that the expense would be
paid for by GTx as a reasonable business expense if not paid
for by another party;

3. Acceptance of advertising or promotional material of
reasonable value such as pens, pencils, note pads, key chains,
calendars and similar items;

4. Acceptance of gifts of reasonable value related to commonly
recognized events or occasions, such as a promotion, new job,
wedding, retirement or holiday; or

5. Acceptance of civic, charitable, education, or religious
organizational awards for recognition of service and
accomplishment.

If there is any doubt regarding acceptability, the item should be
refused or returned. In the case of a perishable gift, it may be contributed to
a charitable organization in the donor's name. Also, the donor should receive
written notification of the return or disposal of the gift and a reminder of
GTx's policies, and GTx's Compliance Officer should be copied on such
correspondence. If you encounter situations in which you are not sure of your
obligations, you should consult GTx's Compliance Officer.

Conversely, GTx will not tolerate any employee giving any gift, bribe,
kickback, favor or any other item to anyone doing business with, or anyone who
may do business with, GTx with the intent of influencing that party in a
transaction or potential transaction with GTx.

It is inevitable and desirable that you may have individual business
and personal relationships with GTx's consultants, contractors, suppliers,
scientific collaborators and others who do business with GTx even though such
individual business and personal relationship is not connected with GTx's
business. This policy is not intended to discourage such relationships. Any such
business relationship should be on customary terms and for proper and usual
purposes.

E. POTENTIAL CONFLICTS BY FAMILY AND FRIENDS

There may be situations where the actions of family members and close
personal friends may cause an employee a conflict of interest. For example,
gifts or other benefits offered to an employee's family member by contractors or
suppliers or potential contractors or suppliers are considered business gifts
and are treated the same as if they were given to the employee. If an employee's
spouse or relative is directly involved in a business that would like to provide
products or services to GTx, the employee cannot use his or her position at GTx
to influence the bidding process or negotiation in any way. If an employee's
spouse or relative is a competitor of GTx, or is employed by one, you must
disclose the situation to the Compliance Officer so GTx may assess the nature
and extent of any conflict and how it can be resolved.

F. POLITICAL ACTIVITIES

It is GTx's policy to comply with all laws relating to elections,
voting and the political process. No employee of GTx, acting on GTx's behalf,
may contribute or loan money or items of value to any foreign, federal, state or
local political candidates or parties. Employees may, however, participate in
and/or contribute to the political process as concerned individuals, through
means which would include voting and the contribution of their own time and
money, and participate in or make contributions to political action committees.

G. BRIBERY

Federal law and the laws of most states prohibit bribery, which is the
act of giving anything of value to public officials with the corrupt intent of
influencing an official act. These laws also prohibit unlawful gratuities, which
is the act of giving or promising something of value to a public official
because of an official act, either before or after the act has been done.
Employees should clearly avoid even the appearance of such "quid pro quo"
arrangements. Employees also shall observe all applicable United States and
foreign laws, including the Anti-Kickback Act and the Foreign Corrupt Practices
Act. No gifts or business entertainment of any kind may be given to any
government employee, whether or not there is an intent to influence, without the
prior approval of GTx's Compliance Officer.

IV. PROHIBITION ON TAKING CORPORATE OPPORTUNITIES OF GTx

Directors and employees of GTx owe a fiduciary duty to GTx and must
advance its legitimate interests when possible. It is a breach of this duty for
any such person to take advantage of a business or investment opportunity for
his or her own or another person's personal profit or benefit when the
opportunity is within the corporate powers of GTx and when the opportunity is of
present or potential practical advantage to GTx. If such a person so
appropriates a GTx corporate opportunity, GTx may claim the benefit of the
transaction or business and such person exposes himself or herself to liability.
It is GTx's policy that no Director or employee take a GTx corporate opportunity
without the consent of the Board of Directors.

V. BUSINESS CONDUCT AND FAIR DEALING

A. GENERAL POLICY

GTx expects that all Directors and employees will perform their duties
in a professional manner, in good faith using prudent judgment and in the best
interests of GTx. Each GTx employee and Director must endeavor to deal fairly
with GTx's consultants, contractors, suppliers, scientific collaborators,
competitors and other employees. No employee or Director shall take unfair
advantage of anyone through manipulation, concealment, abuse of privileged or
confidential information, misrepresentation of a material fact or any other
unfair-dealing practice.

B. DEALINGS WITH COMPETITORS

GTx is committed to fair competition. GTx seeks competitive advantages
through superior performance, never through unethical or illegal business
practices, stealing proprietary information, possessing or utilizing trade
secret information that was obtained without the owner's consent or inducing
such disclosures by past or present employees of other companies. The most
important laws governing competitive practices in the United States are the
federal anti-trust laws, which are designed to protect economic freedoms and
promote competition. It is GTx's policy to fully comply with the anti-trust
laws.

C. DEALINGS WITH CONSULTANTS, CONTRACTORS, SUPPLIERS, SCIENTIFIC
COLLABORATORS AND OTHER PARTIES DOING BUSINESS WITH GTx

1. Transactions with consultants, contractors, suppliers and
scientific collaborators shall always be conducted at "arm's length."

2. No employee shall misrepresent, circumvent, or conceal the
nature of any material aspect of any transaction when dealing with a party doing
business with GTx.

3. If a relationship between an employee and a party doing
business with GTx or a party that might do business with GTx exists, which
potentially creates a conflict of interest, that employee shall remove
himself/herself from all dealings with that party.

VI. CONFIDENTIAL INFORMATION AND PRESERVATION OF RECORDS

Much of the information developed by GTx, especially in research, is
original, and its protection is essential to the continued success of GTx.
Employees frequently have access to confidential information concerning GTx's
business and the business of those entities who do business with GTx.
Confidential information includes all non-public information, including trade
secrets and other proprietary information, that might be of use to competitors
or harmful to GTx or its affiliates if disclosed. Safeguarding confidential
information is essential to the conduct of the business of GTx. Caution and
discretion must be exercised in the use of such information, which should be
shared only with those who have a clear and legitimate need and right to know.

Employees shall maintain the confidentiality of GTx's business
information, proprietary information and information relating to GTx's
consultants, contractors, suppliers and scientific collaborators. Employees
shall not use such information except for uses that are appropriate for GTx's
business. Information regarding a consultant, contractor, supplier or scientific
collaborator may not be released to third parties or government or other
organizations, without the written consent of the consultant, contractor,
supplier or scientific collaborator, unless required or permitted by law.

It is GTx's policy to cooperate with all reasonable requests from
government authorities. Whenever an employee becomes aware of an investigation
which affects GTx or an entity doing business with GTx, or receives a request
for information from a government authority, other than routine items requested
in the ordinary course of business, he or she shall immediately notify GTx's
Compliance Officer. Notwithstanding any GTx records retention guidelines, under
no circumstances shall any records known to be the subject of or germane to any
anticipated, threatened or pending lawsuit or governmental or regulatory
investigation or case filed in bankruptcy be removed, concealed, altered or
destroyed. For purposes of this section, "records" means any hard copy, paper
documents and electronic records, including, but not limited to, e-mail,
voicemail and the contents of hard drives.

Furthermore, all audit and audit review work papers shall be retained
as required, in accordance with the rules promulgated by the Securities and
Exchange Commission (the "SEC") under the Sarbanes-Oxley Act of 2002.

VII. PROTECTION AND USE OF GTX PROPERTY

A. GTx PROPERTY

Employees and Directors have a duty to protect and conserve GTx
property and to insure its continued use for proper purposes. All GTx assets
shall be used for legitimate business purposes and not for personal gain.
Employees of GTx are to take care and responsibility to safeguard the property
of GTx within reason. GTx property includes, but is not limited to: (i) all
physical property of GTx whether leased or owned by GTx and includes all
fixtures; (ii) all books and records in possession of GTx; (iii) all marketing
studies, advertising or promotional materials, logs, reports or any other forms
or surveys that are in GTx's possession; and (iv) all proprietary software and
technology.

B. USE OF ELECTRONIC SYSTEMS

Electronic mail and e-mail systems (including electronic bulletin
boards) are property of GTx and must be used primarily for business purposes.
The use of e-mail must conform to the policies and values of GTx. Among other
things, messages which violate any of GTx's policies or invite participation in
illegal activities, such as gambling or the use and sale of controlled
substances, are prohibited. Statements or images which, if made in any other
forum, would violate any of GTx's policies, including, without limitation,
policies against harassment or discrimination and the misuse of confidential
information, are prohibited to the same extent in an e-mail message. E-mail
systems may be used to transmit confidential or proprietary information only
when such information is adequately protected. Subject to applicable laws and
regulations, GTx reserves the right to monitor and review e-mail and voicemail
as it deems appropriate.

The Internet is an efficient and valuable business tool and is to be
used primarily for business purposes. GTx reserves the right to access all
information on Company computers, including but not limited to e-mail and
history of internet usage, even where personal passwords have been assigned. If
you have questions about the use of your computer, the Internet, e-mail or voice
mail, please see the Compliance Officer.

VIII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

A. GENERAL

Directors and employees must comply fully with applicable laws, rules
and regulations at all times. In particular, Directors and employees should take
note of laws, rules and regulations regarding the integrity of GTx's records,
financial reporting, insider trading, health care laws and regulations and fair
employment practices.

B. GTx BUSINESS RECORDS

Accuracy, reliability and timeliness in the preparation of all business
records, financial statements, reports to regulatory and other government
agencies and other public communications is of critical importance to the
corporate decision-making process and to the proper discharge of GTx's
financial, legal and reporting obligations. All GTx business transactions shall
be carried out in accordance with management's general or specific directives
and with the highest standard of care. To this end, GTx shall:

- comply with United States Generally Accepted Accounting Principles at
all times;

- maintain a system of internal accounting controls that will provide
reasonable assurances to management that all transactions are properly
recorded;

- maintain books and records that accurately and fairly reflect GTx's
transactions, assets, liabilities, revenues and expenses;

- prohibit the establishment of any undisclosed or unrecorded funds or
assets; and

- maintain a system of internal controls that will provide reasonable
assurances to management that material information about GTx is made
known to management on a timely basis, particularly during the periods
in which GTx's periodic reports are being prepared.

False or misleading entries are prohibited. For example, no payment
shall be requested, approved or made with the intention or understanding that it
will be used for any purpose other than that described in the documentation
supporting the payment. Compliance with accounting procedures and internal
control procedures is required at all times. It is the responsibility of all
employees to ensure that corporate accounting and internal control procedures
are strictly adhered to at all times. If you suspect that any records or
financial information are not being properly kept or are being falsified,
immediately contact Compliance Officer.

Only authorized officials of GTx are allowed to respond to inquiries
for Company information from the media, investors, the financial community and
others, and employees are to promptly refer all such inquiries to the authorized
officials.

In accordance with the rules promulgated by the SEC under the
Sarbanes-Oxley Act of 2002, it shall be unlawful and a violation of this Code
for any officer or Director of GTx or any other person acting under the
direction thereof, to take any action to fraudulently influence, coerce,
manipulate, or mislead any independent or certified accountant engaged in the
performance of an audit of GTx's financial statements for the purposes of
rendering such financial statements materially misleading.

C. SPECIFIC POLICIES GOVERNING CEO AND SENIOR FINANCIAL OFFICERS

The CEO and all senior financial officers are responsible for full,
fair, accurate, timely and understandable disclosure in the periodic reports
required to be filed by GTx with the SEC. Accordingly, it is the responsibility
of the CEO and each senior financial officer promptly to bring to the attention
of the Disclosure Controls Committee any material information of which he or she
may become aware that affects the disclosures made by GTx in its public filings
or otherwise assist the Disclosure Committee in fulfilling its responsibilities
as required by rules promulgated by the SEC.

The CEO and each senior financial officer shall promptly bring to the
attention of the Disclosure Committee and the Audit Committee any information he
or she may have concerning

(a) significant deficiencies in the design or operation of internal controls,
which could adversely affect GTx's ability to record, process, summarize and
report financial data or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in GTx's financial
reporting, disclosures or internal controls.

D. INSIDER INFORMATION AND SECURITIES TRADING

The information contained below is a summary of GTx's Securities
Trading Policy (the "Policy"), and employees are encouraged to consult the
Policy for a complete description of the laws regulating stock transactions.
Severe civil and criminal penalties can be imposed on individuals and
corporations convicted of violations.

1. Employees who know any "material" fact about GTx, which has
not been disclosed to the public ("inside information") may
not buy or sell GTx's stock until a reasonable amount of time
has passed after the information has been disclosed to the
public. "Material" information means facts that would be
likely to cause the value of the stock to go up or down or
that a reasonable shareholder would consider important in
deciding whether to buy or sell. Examples include knowledge of
new products or discoveries; unpublished clinical trial
results; earnings or dividend figures; new contracts with
consultants, contractors, suppliers or scientific
collaborators; tender offers; acquisitions; mergers; and sales
of businesses.

2. In addition, employees can be legally liable if someone
outside GTx trades in GTx stock based on a "tip" of inside
information given by an employee. Company policy forbids
giving confidential information about GTx to outsiders except
under limited circumstances approved by the Compliance
Officer.

3. Specific additional legal restrictions on GTx stock trading
apply to Executive Officers and Directors, who have been
furnished with detailed explanations of these restrictions.

E. HEALTH CARE LAWS AND REGULATIONS

The pharmaceutical business, especially the approval and sale
of pharmaceutical products, is subject to extensive governmental regulation.
Many of these regulations are complex in nature, and employees must be aware of
the requirements and take necessary steps to comply with them. The
"Anti-Kickback Law" is one of several special health care laws that prohibits
offering any inducement to a person intended to influence that person to
recommend or purchase a health care product (including prescription medications)
that may be reimbursed by Medicare or Medicaid.

F. FAIR EMPLOYMENT PRACTICES

Race, Color, Religion, National Origin, Sex, Age, Covered Veteran
Status and Disability. Employees at GTx are recruited, selected and hired on the
basis of individual merit and ability with respect to the position filled. As a
business comprised of talented and diverse team

members, GTx is committed to the fair and effective utilization of all employees
without regard to race, color, religion, national origin, sex, age, covered
veteran status, disability or any other category protected by federal, state or
local laws. Employees must remember that equal employment opportunity is
critical in every aspect of the employment relationship. The relationship covers
origin, training, working conditions, benefits, compensation practices,
employment functions (including promotion, demotion, discipline, transfer,
termination and reduction in force) and Company sponsored educational, social
and recreational programs. GTx expects all of its employees to treat each other,
regardless of title or position, with the fairness and respect necessary to
maintain a place of employment that encourages each person to contribute to her
or his fullest potential.

Harassment. Every person conducting Company business, whether or not
employed by GTx, must refrain from engaging in any verbal or physical conduct
that could be construed as harassment. Such conduct may consist of making
unwelcome sexual advances, or engaging in coercive behavior that is sexual in
nature when the rejection of or submission to such conduct affects, either
implicitly or explicitly, an employee's status of employment (e.g., pay,
promotion, assignment, termination, etc.) or the business relationship of a
consultant, contractor, supplier or scientific collaborator. In addition to
offending, if not injuring, the victim of such conduct, sexual harassment is
counterproductive to sound business policy.

IX. COMPLIANCE WITH AND ENFORCEMENT OF THIS CODE OF BUSINESS CONDUCT AND
ETHICS

A. GENERAL

All employees are required to read, understand and refer to this Code.
Compliance with the conduct policies set forth in this Code is required of all
personnel. Enforcement is the direct responsibility of every supervisor.
Supervisors may be sanctioned for failure to instruct their subordinates
adequately or for failing to detect non-compliance, where reasonable diligence
on the part of the supervisor would have led to the discovery of any problems or
violations and given GTx the opportunity to correct them earlier.

Employees should immediately disassociate themselves from taking part
in any discussions, activities or other situations that they recognize to be
potentially illegal or unethical. No supervisor may direct a subordinate to
violate this Code. If an employee becomes aware of any illegal or unethical
conduct or behavior in violation of this Code by anyone working for or on behalf
of GTx, that employee should report it promptly, fully and objectively to the
Compliance Officer or such other point of contact established by the Board of
Directors. GTx will attempt to treat such reports confidentially and to protect
the identity of the employee who has made the request to the maximum extent and
as may be permitted under applicable law. All reports will be investigated. Upon
receipt of credible reports of suspected violations or irregularities, the
investigative party shall see that corrective action takes place appropriately.

THIS CODE SETS FORTH GENERAL GUIDELINES ONLY AND MAY NOT INCLUDE ALL
CIRCUMSTANCES THAT WOULD FALL WITHIN THE INTENT OF THE CODE AND BE CONSIDERED A
VIOLATION THAT SHOULD BE REPORTED. EMPLOYEES

SHOULD REPORT ALL SUSPECTED DISHONEST OR ILLEGAL ACTIVITIES WHETHER OR NOT THEY
ARE SPECIFICALLY ADDRESSED IN THE CODE.

B. QUESTIONS REGARDING CODE

General questions regarding this Code or the application of this Code
to particular situations may be directed to GTx's Compliance Officer. Questions
from Directors and Executive Officers may also be discussed with the Chairman of
the Board of Directors or the Chairman of the Audit Committee.

C. DETERMINATION OF VIOLATIONS

Determinations regarding whether a violation of this Code has occurred
shall be made as follows:

(a) If the alleged violation under consideration concerns
an Executive Officer or Director, the determination of the existence of any
violation shall be made by the Audit Committee in consultation with the General
Counsel and/or such external legal counsel as the Audit Committee deems
appropriate.

(b) If the situation under consideration concerns any
other employee, the determination of the existence of a violation shall be made
by the person to whom the employee ultimately reports, in consultation with the
General Counsel.

(c) Whoever makes the decision as to whether a violation
has occurred shall document the decision and forward the documentation to the
Compliance Officer, or such other point of contact established by the Board of
Directors, for filing and retention. These files shall be available to the
Internal Audit and Human Resources Departments.

(d) In determining whether a violation of this Code has
occurred, the committee or person making such determination may take into
account to what extent the violations were intentional; the qualitative and
quantitative materiality of such violation from the perspective of either the
detriment to GTx or the benefit to the Director, Executive Officer or employee,
the policy behind the provision violated and such other facts and circumstances
as they shall deem advisable under all the facts and circumstances.

Acts or omissions that have been determined to be violations of this
Code other than by the Audit Committee, under the process set forth above, shall
be promptly reported by the Compliance Officer to the Audit Committee and by the
Audit Committee to the Board of Directors.

The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken if this Code has been
violated. Such actions shall be reasonably designed to deter wrongdoing and to
promote accountability for adherence to the Code, and shall include written
notices to the individual involved that the Board of Directors has determined
that there has been a violation, censure by the Board of Directors, demotion or
re-assignment of the individual involved, suspension with or without pay or
benefits (as determined by the Board of Directors) and termination of the
individual's employment.

D. REQUEST FOR WAIVERS

A waiver of a provision of this Code shall be requested whenever there
is a reasonable likelihood that a contemplated action will violate the Code.
Waivers will only be granted under extraordinary circumstances.

1. Process:

(a) If the request under consideration relates to an
Executive Officer or Director, the determination with respect to the waiver
shall be made by the Audit Committee, in consultation with the General Counsel
and/or such external legal counsel as the Audit Committee deems appropriate and
submitted to the Board of Directors for ratification.

(b) If the request under consideration relates to any
other employee, the determination shall be made by the person to whom the
employee ultimately reports, in consultation with the General Counsel unless
such request is quantitatively or qualitatively material or outside the ordinary
course of business, in which case such determination shall be made by the Audit
Committee.

(c) The decision with respect to the waiver requested
shall be documented and forwarded to the Compliance Officer for filing and
retention. These files shall be available to the Internal Audit and Human
Resources Departments.

2. All waivers of this Code (other than those approved by the
Audit Committee) shall be promptly reported by the Compliance Officer to the
Audit Committee and by the Audit Committee to the Board of Directors.

3. Waivers shall be publicly disclosed on a timely basis, to the
extent determined to be required or appropriate by GTx's Board of Directors in
consultation with the General Counsel and/or external legal counsel, as the
Audit Committee deems appropriate.

E. GOOD FAITH REPORTING OF WRONGDOING

1. Employees of GTx are protected, to the extent provided by law,
against retaliation by GTx when they provide information or assist in an
investigation by federal regulators, law enforcement, Congress, or GTx itself,
regarding conduct which the employee reasonably believes relates to fraud
against GTx's shareholders.

2. An employee or Director shall report such concerns to the
General Counsel or the CEO and to the Audit Committee. The General Counsel or
CEO may then arrange a meeting with the employee or Director to allow the
employee or Director to present a personal and complete description of the
situation. Alternatively, good faith reports of wrongdoing may be reported to
such other point of contact as may from time to time be established by the Board
of Directors.

(a) "Good faith report" shall mean a report of conduct
defined as wrongdoing, which the person making the report has reasonable cause
to believe is true and which is made without malice or consideration of personal
benefit.

(b) "Wrongdoing" shall mean a violation which is not of a
merely technical or minimal nature of a federal or state statute or regulation
or of this Code designed to protect the interest of the public or GTx.

3. The Sarbanes-Oxley Act of 2002 requires that the GTx Audit
Committee establish procedures for confidential, anonymous submission of
employee concerns regarding questionable accounting or auditing matters.
Employee complaints and reports of this nature shall be handled under the
procedures established by the Audit Committee. Information regarding these
procedures will be made available on GTx's website.

Any employee who violates a provision of this Code is subject to
applicable disciplinary action up to and including termination, and, where
appropriate, the filing of a civil or criminal complaint. Directors who violate
a provision of this Code are subject to such sanctions as the Board of Directors
shall impose. Notwithstanding the foregoing, GTx also preserves and reserves its
other rights and remedies against any individual who violates any provision of
this Code, both at law and in equity.

X. DISCLAIMER OF EMPLOYMENT CONTRACT

This Code is neither an employment contract nor any guaranty of
continued employment. The employment relationship between GTx and its employees
is "at will." GTx's policies, guidelines and related procedures are subject to
unilateral change by GTx at any time. A fuller discussion of these matters
appears in the GTx Employee Manual.

XI. RESERVATION OF RIGHTS

GTx reserves the right to amend this Code, in whole or in part, at any
time and solely at its discretion. Any amendments, to the extent determined to
be required or appropriate by the Board of Directors in consultation with the
General Counsel and/or any other legal counsel as the Audit Committee deems
appropriate, shall be publicly disclosed on a timely basis.

XII. CERTIFICATION

Each Director and Executive Officer will be required to read or review
this Code each year and certify, in writing, that he or she understands his or
her responsibilities to comply with the guidelines and provisions set forth
herein.