IntelGenx Technologies Corp.: Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2

___________, 2013 
INTELGENX TECHNOLOGIES CORP.

a corporation incorporated under the laws of Delaware 
and having
its principal office at 
6425 Abrams 
Ville St-Laurent, Quebec

H4S 1X9 


NO. ______

_______WARRANTS 
Each entitling the holder to acquire one
(1) 
common share of IntelGenx Technologies Corp., 
subject
to adjustment in certain circumstances. 


WARRANTS 

THIS IS TO CERTIFY THAT for value received
__________________________or its assigns (the “Holder”) is the registered
holder of the number of warrants (the “Warrants”) stated above and is
entitled, for each whole Warrant represented hereby, to purchase one Share in
the capital of IntelGenx Technologies Corp. (the “Corporation”) at any
time from the date of issue hereof up to and including 5:00 p.m. (Toronto Time)
________________(the “Expiry Time”) at a price per Share equal to
US$_____, subject to adjustment hereunder (the “Exercise Price”), upon
and subject to the following terms and conditions. 




- 2 - 

Definitions 

	(a) 	
      “Shares” means the shares of common stock with a
      par value of US$0.0001 in the capital of the Corporation;

	 	 
	(b) 	
      “Warrant Share” means one Share issuable upon
      exercise or deemed exercise of a Warrant.



Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement (the
“Purchase Agreement”), dated ____________, 2013, among the Corporation
and the purchasers signatory thereto. 

	1. 	
      [Intentionally Omitted]

	 	 	 
	2. 	
      Exercise.

	 	 	 
		(a) 	
      Exercise. At any time, or from time to time, at or
      prior to the Expiry Time (the “Exercise Period”), the Holder may
      exercise all or any number of whole Warrants represented hereby, upon
      delivering to the Corporation at its principal office noted above a duly
      completed and executed subscription notice in the form attached hereto as
      Schedule “B” (the “Subscription Notice”) evidencing the election
      (which on delivery to the Corporation shall be irrevocable except as
      provided in Section 2(c) hereof) of the Holder to exercise the number of
      Warrants set forth in the Subscription Notice (which shall not be greater
      than the number of Warrants represented by this Warrant Certificate as
      adjusted from time to time pursuant to Sections 5 and 6 of this Warrant
      Certificate). Within three (3) Trading Days following the date of exercise
      as aforesaid, the Holder shall deliver the aggregate Exercise Price for
      the shares specified in the applicable Subscription Notice by wire
      transfer or cashier’s check drawn on a United States bank. Notwithstanding
      anything herein to the contrary, the Holder shall not be required to
      physically surrender this Warrant to the Corporation until the Holder has
      purchased all of the Warrant Shares available hereunder and the Warrant
      has been exercised in full, in which case, the Holder shall surrender this
      Warrant to the Corporation for cancellation within three (3) Trading Days
      of the date the final Subscription Notice is delivered to the Corporation.
      Partial exercises of this Warrant resulting in purchases of a portion of
      the total number of Warrant Shares available hereunder shall have the
      effect of lowering the outstanding number of Warrant Shares purchasable
      hereunder in an amount equal to the applicable number of Warrant Shares
      purchased. The Holder and the Corporation shall maintain records showing
      the number of Warrant Shares purchased and the date of such purchases. If
      the Holder is not exercising all Warrants represented by this Warrant
      Certificate, the Holder shall be entitled to receive, without charge, a
      new Warrant Certificate representing the number of Warrants which is the
      difference between the number of Warrants represented by the then original
      Warrant Certificate and the number of Warrants being so
  exercised.

	 	 	 
		(b) 	
      Delivery of Warrant Shares Upon Exercise. Warrant
      Shares purchased hereunder shall be transmitted by the Transfer Agent to
      the Holder by crediting the account of the Holder’s prime broker with The
      Depository Trust Company through its Deposit or Withdrawal at Custodian
      system (“DWAC”) by the date that is the latest of (A) three (3)
      Trading Days after the delivery to the Corporation of the Subscription
      Notice, (B) one (1) Trading Day following surrender of this Warrant (if
      required), and (C) one (1) Trading Day following payment of the aggregate
      Exercise Price as set forth above (such date, the “Warrant Share
      Delivery Date”). The Warrant Shares shall be deemed to have been
      issued, and Holder or any other person so designated to be named therein
      shall be deemed to have become a holder of record of such shares for all
      purposes, as of the date the Warrant has been exercised, with payment to
      the Corporation of the Exercise Price and all taxes required to be paid by
      the Holder, if any, pursuant to Section 2(e) prior to the issuance of such
      shares, having been paid.







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	 	(c) 	
      Rescission Rights. If the Corporation fails to
      cause the Transfer Agent to transmit to the Holder the Warrant Shares
      pursuant to Section 2 by the second Business Day following the Warrant
      Share Delivery Date, then the Holder will have the right to rescind such
      exercise.

	 	 	 
	 	(d) 	
      Compensation for Buy-In on Failure to Timely Deliver
      Warrant Shares Upon Exercise. In addition to any other rights
      available to the Holder, if the Corporation fails to cause the Transfer
      Agent to transmit to the Holder the Warrant Shares pursuant to an exercise
      on or before the second Business Day following the Warrant Share Delivery
      Date, and if after such date the Holder is required by its broker to
      purchase (in an open market transaction or otherwise) or the Holder’s
      brokerage firm otherwise purchases, Shares to deliver in satisfaction of a
      sale by the Holder of the Warrant Shares which the Holder anticipated
      receiving upon such exercise (a “Buy-In”), then the Corporation
      shall (A) pay in cash to the Holder the amount, if any, by which (x) the
      Holder’s total purchase price (including brokerage commissions, if any)
      for the Shares so purchased exceeds (y) the amount obtained by multiplying
      (1) the number of Warrant Shares that the Corporation was required to
      deliver to the Holder in connection with the exercise at issue times (2)
      the price at which the sell order giving rise to such purchase obligation
      was executed, and (B) at the option of the Holder, either reinstate the
      portion of the Warrant and equivalent number of Warrant Shares for which
      such exercise was not honored (in which case such exercise shall be deemed
      rescinded) or deliver to the Holder the number of Shares that would have
      been issued had the Corporation timely complied with its exercise and
      delivery obligations hereunder. For example, if the Holder purchases
      Shares having a total purchase price of $11,000 to cover a Buy-In with
      respect to an attempted exercise of shares of Common Stock with an
      aggregate sale price giving rise to such purchase obligation of $10,000,
      under clause (A) of the immediately preceding sentence the Corporation
      shall be required to pay the Holder $1,000. The Holder shall provide the
      Corporation written notice indicating the amounts payable to the Holder in
      respect of the Buy-In and, upon request of the Corporation, evidence of
      the amount of such loss. Nothing herein shall limit a Holder’s right to
      pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Corporation’s failure to timely
      deliver Warrant Shares upon exercise of the Warrant as required pursuant
      to the terms hereof.

	 	 	 
	 	(e) 	
      Charges, Taxes and Expenses. Issuance of Warrant
      Shares shall be made without charge to the Holder for any issue or
      transfer tax or other incidental expense in respect of the issuance of
      such certificate, all of which taxes and expenses shall be paid by the
      Corporation, and such shall be issued in the name of the Holder or in such
      name or names as may be directed by the Holder; provided,
      however, that in the event certificates for Warrant Shares are to
      be issued in a name other than the name of the Holder, this Warrant when
      surrendered for exercise shall be accompanied by the a form of transfer,
      as annexed hereto as Schedule “A” (the “Assignment Form”) duly
      executed by the Holder and the Corporation may require, as a condition
      thereto, the payment of a sum sufficient to reimburse it for any transfer
      tax incidental thereto. The Corporation shall pay all Transfer Agent fees
      required for same-day processing of any Subscription Notice.

	 	 	 
	 	(f) 	
      Cashless Exercise. If at the time of exercise
      hereof there is no effective registration statement registering, or the
      prospectus contained therein is not available for the issuance of the
      Warrant Shares to the Holder, then this Warrant may only be exercised, in
      whole or in part, at such time by means of a “cashless exercise” in which
      the Holder shall be entitled to receive a number of Warrant Shares equal
      to the quotient obtained by dividing [(A-B) (X)] by (A),
  where:




	 	(A) 	
      = the VWAP on the Trading Day immediately preceding the
      date on which Holder elects to exercise this Warrant by means of a
      “cashless exercise,” as set forth in the applicable Notice of
    Exercise;

	 	 	 
	 	(B) 	
      = the Exercise Price of this Warrant, as adjusted
      hereunder; and







- 4 - 

	 	(X) 	
      = the number of Warrant Shares that would be issuable
      upon exercise of this Warrant in accordance with the terms of this Warrant
      if such exercise were by means of a cash exercise rather than a cashless
      exercise.



“VWAP” means, for any date, the
price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on a Trading Market, the daily volume
weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if prices for the
Common Stock are then reported in the “Pink Sheets” published by Pink OTC
Markets, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so
reported, or (c) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the
Holders of a majority in interest of the Securities then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be
paid by the Company. 

	3. 	
      Authorization; Authorized Shares. The Corporation
      represents and warrants that it is duly authorized and has the corporate
      and lawful power and authority to create and issue the Warrants and to
      perform its obligations hereunder and that this Warrant Certificate
      represents a valid, legal and binding obligation of the Corporation
      enforceable in accordance with its terms, and the Corporation further
      covenants and agrees that, until the Expiry Time, while any of the
      Warrants represented by this Warrant Certificate shall be outstanding: (a)
      it shall reserve and there shall remain unissued out of its authorized
      capital a sufficient number of Shares to satisfy the right of purchase
      herein provided, as such right of purchase may be adjusted pursuant to
      Sections 5 and 6 of this Warrant Certificate; (b) all Shares which shall
      be issued upon the exercise of the right to purchase herein provided for,
      upon payment therefor of the amount at which such Shares may at the time
      be purchased pursuant to the provisions hereof, shall be issued as fully
      paid and non-assessable shares and the holders thereof shall not be liable
      to the Corporation or its creditors in respect thereof; (c) the
      Corporation shall make all requisite filings under the Securities Act
      (Ontario) and the regulations made thereunder including those
      necessary to remain a reporting issuer not in default of any requirement
      of such act and regulations; (d) the Corporation shall use all reasonable
      efforts to preserve and maintain its corporate existence; and (e) the
      Corporation shall use all reasonable efforts to maintain the listing of
      the Shares (or any shares or securities, whether of the Corporation or
      another company or entity, into which the common shares of the Corporation
      may from time to time be converted, reclassified or exchanged) on the TSX
      Venture Exchange (the “TSXV”) or such other recognized stock
      exchange or quotation system on which the common shares of the Corporation
      may trade, to the Expiry Time.

	 	 
	4. 	
      Holder’s Exercise Limitations. The Corporation
      shall not effect any exercise of this Warrant, and a Holder shall not have
      the right to exercise any portion of this Warrant, pursuant to Section 2
      or otherwise, to the extent that after giving effect to such issuance
      after exercise as set forth on the applicable Subscription Notice, the
      Holder (together with the Holder’s Affiliates, and any other Persons
      acting as a group together with the Holder or any of the Holder’s
      Affiliates), would beneficially own in excess of the Beneficial Ownership
      Limitation (as defined below). For purposes of the foregoing sentence, the
      number of Shares beneficially owned by the Holder and its Affiliates shall
      include the number of Shares issuable upon exercise of this Warrant with
      respect to which such determination is being made, but shall exclude the
      number of Shares which would be issuable upon (i) exercise of the
      remaining, nonexercised portion of this Warrant beneficially owned by the
      Holder or any of its Affiliates and (ii) exercise or conversion of the
      unexercised or nonconverted portion of any other securities of the
      Corporation (including, without limitation, any other Common Stock
      Equivalents) subject to a limitation on conversion or exercise analogous
      to the limitation contained herein beneficially owned by the Holder or any
      of its Affiliates. Except as set forth in the preceding sentence, for
      purposes of this Section 4, beneficial ownership shall be calculated in
      accordance with Section 13(d) of the Exchange Act and the rules and
      regulations promulgated thereunder, it being acknowledged by the Holder
      that the Corporation is not representing to the Holder that such
      calculation is in compliance with Section 13(d) of the Exchange Act and
      the Holder is solely responsible for any schedules required to be filed in
      accordance therewith. To the extent that the limitation contained in this
      Section 4 applies, the determination of whether this Warrant is
      exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of
a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is
exercisable, in each case subject to the Beneficial Ownership Limitation, and
the Corporation shall have no obligation to verify or confirm the accuracy of
such determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding Shares, a Holder
may rely on the number of outstanding Shares as reflected in (A) the
Corporation’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Corporation or
(C) a more recent written notice by the Corporation or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. Upon the written
or oral request of a Holder, the Corporation shall within two Business Days
confirm orally and in writing to the Holder the number of Shares then
outstanding. In any case, the number of outstanding Shares shall be determined
after giving effect to the conversion or exercise of securities of the
Corporation, including this Warrant, by the Holder or its Affiliates since the
date as of which such number of outstanding Shares was reported. The
“Beneficial Ownership Limitation” shall be 4.99% of the number of Shares
outstanding immediately after giving effect to the issuance of Shares issuable
upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior
notice to the Corporation, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 4, provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Shares outstanding
immediately after giving effect to the issuance of Shares upon exercise of this
Warrant held by the Holder and the provisions of this Section 4 shall continue
to apply. Any such increase or decrease will not be effective until the
61st day after such notice is delivered to the Corporation. The
provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 4 to correct
this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant. 







- 5 - 

	5. 	
      Certain Adjustments. The Exercise Price and the
      number of Shares purchasable upon exercise shall be subject to adjustment
      from time to time in the events and in the manner provided as
    follows:

	 	 	 	 
		(a) 	
      Share Reorganization. If during the Exercise
      Period the Corporation shall:

	 	 	 	 
			(i) 	
      issue Shares or securities exchangeable for or
      convertible into Shares to holders of all or substantially all of its then
      outstanding Shares by way of stock dividend or other distribution,
    or

	 	 	 	 
			(ii) 	
      subdivide, redivide or change its outstanding Shares into
      a greater number of Shares, or

	 	 	 	 
			(iii) 	
      consolidate, reduce or combine its outstanding Shares
      into a lesser number of Shares,

	 	 	 	 
				
      (any of such events in these paragraphs (i), (ii) and
      (iii) being a “Share Reorganization”), then the Exercise Price
      shall be adjusted as of the effective date or record date, as the case may
      be, at which the holders of Shares are determined for the purpose of the
      Share Reorganization by multiplying the Exercise Price in effect
      immediately prior to such effective date or record date by a fraction, the
      numerator of which shall be the number of Shares outstanding on such
      effective date or record date before giving effect to such Share
      Reorganization and the denominator of which shall be the number of Shares
      outstanding as of the effective date or record date after giving effect to
      such Share Reorganization (including, in the case where securities
      exchangeable for or convertible into Shares are distributed, the number of
      Shares that would have been outstanding had such securities been fully
      exchanged for or converted into Shares on such record date or effective
      date). From and after any adjustment of the Exercise Price pursuant to
      this Section 5(a), the number of Shares purchasable pursuant to this
      Warrant Certificate shall be adjusted contemporaneously with the
      adjustment of the Exercise Price by multiplying the number of
  Shares then otherwise purchasable on the exercise thereof by a
      fraction, the numerator of which shall be the Exercise Price in effect
      immediately prior to the adjustment and the denominator of which shall be
      the Exercise Price resulting from such adjustment.







- 6 - 

	 	(b) 	
      Rights Offering. If and whenever during the
      Exercise Period the Corporation shall fix a record date for the issue of
      rights, options or warrants to all or substantially all of the holders of
      Shares under which such holders are entitled, during a period expiring not
      more than 45 days after the record date for such issue (“Rights
      Period”), to subscribe for or purchase Shares or securities
      exchangeable for or convertible into Shares at a price per share to the
      holder (or having a conversion price or exchange price per Share) of less
      than the Current Market Price (as defined in Section 6 hereof) for the
      Shares on such record date (any of such events being called a “Rights
      Offering”), then the Exercise Price shall be adjusted effective
      immediately after the end of the Rights Period to a price determined by
      multiplying the Exercise Price in effect immediately prior to the end of
      the Rights Period by a fraction:

	 	 	 	 	 	 
	 		(i) 	
      the numerator of which shall be the aggregate
  of:

	 	 	 	 	 	 
	 			(A) 	
      the number of Shares outstanding as of the record date
      for the Rights Offering, and

	 	 	 	 	 	 
	 			(B) 	
      a number determined by dividing either

	 	 	 	 	 	 
	 				I. 	
      the product of the number of Shares issued or subscribed
      for during the Rights Period and the price at which such Shares are
      offered,

	 	 	 	 	 	 
	 				
      or, as the case may be,

	 	 	 	 	 	 
	 				II. 	
      the product of the exchange or conversion price per share
      of such securities offered and the number of Shares for or into which the
      securities so offered pursuant to the Rights Offering have been exchanged
      or converted during the Rights Period,

	 	 	 	 	 	 
	 				
      by the Current Market Price of the Shares as of the
      record date for the Rights Offering; and

	 	 	 	 	 	 
	 		(ii) 	
      the denominator of which shall be the number of Shares
      outstanding after giving effect to the Rights Offering and including the
      number of Shares actually issued or subscribed for during the Rights
      Period upon exercise of the rights, warrants or options under the Rights
      Offering or upon the exercise of the exchange or conversion rights
      contained in such exchangeable or convertible securities under the Rights
      Offering.

	 	 	 	 	 	 
	 		
      If the Holder has exercised any of the Warrants during
      the period beginning immediately after the record date for a Rights
      Offering and ending on the last day of the Rights Period, the Holder
      shall, in addition to the Shares to which the Holder is otherwise entitled
      upon such exercise in accordance with Section 2 hereof, be entitled to
      that number of additional Shares equal to the result obtained when the
      difference, if any, resulting from the subtraction of the Exercise Price
      as adjusted for such Rights Offering pursuant to this Section 5(b) from
      the Exercise Price in effect immediately prior to the end of such Rights
      Offering is multiplied by the number of Shares purchased upon exercise of
      the Warrants held by such Holder during such period, and the resulting
      product is divided by the Exercise Price as adjusted for such Rights
      Offering pursuant to this Section 5(b); provided that the provisions of
      Section 9 shall be applicable to any fractional interest in a Share to
      which such Holder might otherwise be entitled under the foregoing
      provisions of this Section 5(b). Such additional Shares shall be deemed to
      have been issued to the Holder immediately following the end of the Rights
      Period and a certificate for such additional
Shares shall be delivered to such Holder within three (3)
      Business Days following the end of the Rights Period.







- 7 - 

	 	(c) 	
      Special Distribution. If and whenever during the
      Exercise Period the Corporation shall issue or distribute to all or to
      substantially all the holders of the Shares:

	 	 	 	 
	 		(i) 	
      securities of the Corporation including shares, rights,
      options or warrants to acquire shares of any class or securities
      exchangeable for or convertible into or exchangeable into any such shares
      or cash, property or assets and including evidences of its indebtedness,
      or

	 	 	 	 
	 		(ii) 	
      any cash, property or other assets,

	 	 	 	 
	 			
      and if such issuance or distribution does not constitute
      dividends paid in the ordinary course, a Share Reorganization or a Rights
      Offering (any of such non-excluded events being herein called a
      “Special Distribution”), the Exercise Price will be adjusted
      immediately after such record date so that it will equal the rate
      determined by multiplying the Exercise Price in effect on such record date
      by a fraction, of which the numerator shall be the total number of Shares
      outstanding on such record date multiplied by the Current Market Price on
      the earlier of such record date and the date on which the Corporation
      announces its intention to make such distribution, less the aggregate fair
      market value (as determined by the directors, acting reasonably, at the
      time such distribution is authorized) of such shares or rights, options or
      warrants or evidences of indebtedness or cash, securities or other
      property or assets so distributed, and of which the denominator shall be
      the total number of Shares outstanding on such record date multiplied by
      such Current Market Price and the number of Shares to be issued by the
      Corporation under the Warrants shall, at the time of exercise, be
      appropriately adjusted.

	 	 	 	 
	 	(d) 	
      Capital Reorganization. If and whenever during the
      Exercise Period there shall be a reclassification of Shares at any time
      outstanding or a change of the Shares into other shares or into other
      securities (other than a Share Reorganization), or a consolidation,
      amalgamation, arrangement or merger of the Corporation with or into any
      other corporation or other entity (other than a consolidation,
      amalgamation, arrangement or merger which does not result in any
      reclassification of the outstanding Shares or a change of the Shares into
      other securities), or a transfer of the undertaking or assets of the
      Corporation as an entirety or substantially as an entirety to another
      corporation or other entity (any of such events being herein called a
      “Capital Reorganization”), the Holder, where he has not exercised
      the right of subscription and purchase under this Warrant Certificate
      prior to the effective date or record date, as the case may be, of such
      Capital Reorganization, shall be entitled to receive, and shall accept
      upon the exercise of such right for the same aggregate consideration, in
      lieu of the number of Shares to which such holder was theretofore entitled
      upon such exercise, the aggregate number of shares, other securities or
      other property which such holder would have been entitled to receive as a
      result of such Capital Reorganization if, on the effective date thereof,
      he had been the registered holder of the number of Shares to which such
      holder was theretofore entitled to subscribe for and purchase; provided
      however, that no such Capital Reorganization shall be carried into effect
      unless all necessary steps shall have been taken to so entitle the Holder.
      If determined appropriate by the board of directors of the Corporation,
      acting reasonably and in good faith, and subject to the prior written
      approval of the principal Canadian stock exchange or over-the-counter
      market on which the Shares are then listed or quoted for trading,
      appropriate adjustments shall be made as a result of any such Capital
      Reorganization in the application of the provisions set forth in this
      Section 5 with respect to the rights and interests thereafter of the
      Holder to the end that the provisions set forth in this Section 5 shall
      thereafter correspondingly be made applicable as nearly as may reasonably
      be necessary in relation to any shares, other securities or other property
      thereafter deliverable upon the exercise of any Warrant. Any such
      adjustments shall be made by and set forth in terms and conditions
      supplemental hereto approved by the board of directors of the Corporation,
      acting reasonably and in good faith.







- 8 - 

	 	(e) 	
      If and whenever at any time after the date hereof and
      prior to the Expiry Time, the Corporation takes any action affecting its
      Shares to which the foregoing provisions of this Section 5, in the opinion
      of the board of directors of the Corporation, acting reasonably and in
      good faith, are not strictly applicable, or if strictly applicable would
      not fairly adjust the rights of the Holder against dilution in accordance
      with the intent and purposes thereof, or would otherwise materially affect
      the rights of the Holder hereunder, then the Corporation shall execute and
      deliver to the Holder an amendment hereto providing for an adjustment in
      the application of such provisions so as to adjust such rights as
      aforesaid in such a manner as the board of directors of the Corporation
      may determine to be equitable in the circumstances, acting reasonably and
      in good faith. The failure of the taking of action by the board of
      directors of the Corporation to so provide for any adjustment on or prior
      to the effective date of any action or occurrence giving rise to such
      state of facts will be conclusive evidence that the board of directors has
      determined that it is equitable to make no adjustment in the
      circumstances.




	6. 	
      Procedures for Adjustments. The following rules
      and procedures shall be applicable to the adjustments made pursuant to
      Section 5:

	 	 	 	 
		(a) 	
      The adjustments provided for in Section 5 are cumulative,
      and shall, in the case of adjustments to the Exercise Price be computed to
      the nearest one-tenth of one cent and shall be made successively whenever
      an event referred to therein shall occur, subject to the following
      paragraphs of this Section 6.

	 	 	 	 
		(b) 	
      No adjustment in the Exercise Price or in the number of
      Shares purchasable upon exercise of Warrants shall be made in respect of
      any event described in Section 5, other than the events referred to in
      Section 5(d), if the Holder is entitled to participate in such event on
      the same terms, mutatis mutandis, as if it had exercised its
      Warrants prior to or on the effective date or record date of such event.
      The terms of the participation of the Holder in such event shall be
      subject to the prior written approval of the principal Canadian stock
      exchange or over-the-counter market on which the Shares are then listed or
      quoted for trading.

	 	 	 	 
		(c) 	
      No adjustment in the Exercise Price shall be made
      pursuant to Section 5 in respect of the issue from time to time:

	 	 	 	 
			(i) 	
      of Shares purchasable on exercise of the Warrants
      represented by or issued concurrently with this Warrant
  Certificate;

	 	 	 	 
			(ii) 	
      of Shares pursuant to any stock option plan, stock
      purchase plan or benefit plan in force at the date hereof for directors,
      officers, employees, advisers or consultants of the Corporation, as such
      option or plan is amended or superseded from time to time in accordance
      with the requirements of the principal Canadian stock exchange or
      over-the- counter market on which the Shares are then listed or quoted for
      trading and applicable securities laws, and such other stock option plan,
      stock purchase plan or benefit plan as may be adopted by the Corporation
      in accordance with the requirements of the principal Canadian stock
      exchange or over-the-counter market on which the Shares are then listed or
      quoted for trading and applicable securities laws;

	 	 	 	 
			(iii) 	
      the payment of interest on any outstanding
  notes;

	 	 	 	 
			(iv) 	
      the issuance of securities in connection with strategic
      license agreements and other partnering arrangements; or

	 	 	 	 
			(v) 	
      full or partial consideration in connection with a
      strategic merger, consolidation or purchase of substantially all of the
      securities or assets of a corporation or other entity;

	 	 	 	 
				
      and any such issue shall be deemed not to be a Share
      Reorganization or Capital Reorganization.







- 9 - 

	 	(d) 	
      If the Corporation shall set a record date to determine
      the holders of the Shares for the purpose of entitling them to receive any
      dividend or distribution or any subscription or purchase rights and shall,
      thereafter and before the distribution to such shareholders of any such
      dividend, distribution or subscription or purchase rights, legally abandon
      its plan to pay or deliver such dividend, distribution or subscription or
      purchase rights, then no adjustment in the Exercise Price or the number of
      Shares purchasable upon exercise of any Warrant shall be required by
      reason of the setting of such record date.

	 	 	 
	 	(e) 	
      As a condition precedent to the taking of any action
      which would require any adjustment in any of the subscription rights
      pursuant to this Warrant Certificate, including the Exercise Price and the
      number or class of shares or other securities which are to be received
      upon the exercise thereof, the Corporation shall take any corporate action
      which may be necessary in order that the Corporation have unissued and
      reserved in its authorized capital and may validly and legally issue as
      fully paid and non-assessable all the shares or other securities which the
      Holder of such Warrant Certificate is entitled to receive on the full
      exercise thereof in accordance with the provisions hereof.

	 	 	 
	 	(f) 	
      For the purposes of this Warrant Certificate, “Current
      Market Price” of a Share at any date shall be calculated as the price
      per Share equal to the VWAP.

	 	 	 
	 	(g) 	
      In the absence of a resolution of the board of directors
      of the Corporation fixing a record date for any dividend or distribution
      referred to in Section 5(a)(i) or any Rights Offering or Special
      Distribution, the Corporation shall be deemed to have fixed as the record
      date therefor the date on which such dividend or distribution is
      effected.

	 	 	 
	 	(h) 	
      Any question or dispute that at any time or from time to
      time arises with respect to the amount of any adjustment to the Exercise
      Price or other adjustments pursuant to Section 5 shall be conclusively
      determined by a firm of independent chartered accountants (who may be the
      Corporation’s auditors) and shall be binding upon the Corporation and the
      Holder. Notwithstanding the foregoing, such determination shall be subject
      to the prior written approval of the principal Canadian stock exchange or
      over-the-counter market on which the Shares are then listed or quoted for
      trading. In the event that any such determination is made, the Corporation
      shall notify the Holder in the manner contemplated in Section 19
      describing such determination.




	7. 	
      Necessary Actions for Adjustments. On the
      happening of each and every such event set out in Section 5, the
      applicable provisions of this Warrant Certificate, including the Exercise
      Price, shall, ipso facto, be deemed to be amended accordingly and
      the Corporation shall take all necessary action so as to comply with such
      provisions as so amended.

	 	 	 
	8. 	
      Effective Date of Adjustments. In any case in
      which Section 5 shall require that an adjustment shall be effective
      immediately after a record date for an event referred to herein, the
      Corporation may defer, until the occurrence of such an event:

	 	 	 
		(a) 	
      issuing to the Holder of any Warrant exercised after such
      record date and before the occurrence of such event, the additional Shares
      issuable upon such exercise by reason of the adjustment required by such
      event, and

	 	 	 
		(b) 	
      delivering to such Holder any distributions declared with
      respect to such additional Shares after such Exercise Date and before such
      event;

	 	 	 
			
      provided, however, that the Corporation shall deliver or
      cause to be delivered to such Holder, an appropriate instrument evidencing
      such Holder’s right, upon the occurrence of the event requiring the
      adjustment, to an adjustment in the Exercise Price or the number of Shares
      purchasable on the exercise of any Warrant and to such distributions
      declared with respect to any additional Shares issuable on the exercise of
      any Warrant.







- 10 - 

	9. 	
      Notice to Allow Exercise by Holder. At least 15
      Business Days prior to the effective date or record date, as the case may
      be, of any event which requires or might require adjustment in any of the
      subscription rights pursuant to this Warrant Certificate, including the
      Exercise Price and the number of Shares which are purchasable upon the
      exercise thereof, or such longer period of notice as the Corporation shall
      be required to provide holders of Shares in respect of any such event, the
      Corporation shall notify the Holder of the particulars of such event and,
      if determinable, the required adjustment and the computation of such
      adjustment. In case any adjustment for which such notice has been given is
      not then determinable, the Corporation shall promptly after such
      adjustment is determinable notify the Holder of the adjustment and the
      computation of such adjustment. The Holder shall remain entitled to
      exercise this Warrant during the period commencing on the date of such
      notice to the effective date of the event triggering such notice except as
      may otherwise be expressly set forth herein.

	 	 
	10. 	
      Maintenance of Principal Office. The Corporation
      shall maintain at its principal office a register of Holders in which
      shall be entered the names and addresses of the Holders of the Warrants
      and of the number of Warrants held by them. Such register shall be open at
      all reasonable times for inspection by the Holder. The Corporation shall
      notify the Holder forthwith of any change of address of the principal
      office of the Corporation.

	 	 
	11. 	
      No Fractional Shares. The Corporation shall not be
      required to issue fractional Shares in satisfaction of its obligations
      hereunder. If any fractional interest in a Share would, except for the
      provisions of this Section 11, be deliverable upon the exercise of a
      Warrant, the Corporation shall in lieu of delivering the fractional Shares
      therefor satisfy the right to receive such fractional interest by payment
      to the holder of such Warrant of an amount in cash equal (computed in the
      case of a fraction of a cent to the next lower cent) to the value of the
      right to acquire such fractional interest on the basis of the Current
      Market Price at the Exercise Date.

	 	 
	12. 	
      Legal Proceedings. Subject as herein provided, all
      or any of the rights conferred upon the Holder by the terms hereof may be
      enforced by the Holder by appropriate legal proceedings.

	 	 
	13. 	
      New Warrants. The registered Holder of this
      Warrant Certificate may at any time up to and including the Expiry Time,
      upon the surrender hereof to the Corporation at its principal office,
      exchange this Warrant Certificate for one or more Warrant Certificates
      entitling the Holder to subscribe in the aggregate for the same number of
      Shares as is expressed in this Warrant Certificate. Any Warrant
      Certificate tendered for exchange shall be surrendered to the Corporation
      and cancelled.

	 	 
	14. 	
      Loss, Theft, Destruction or Mutilation of Warrant.
      If this Warrant Certificate becomes stolen, lost, mutilated or destroyed,
      the Corporation shall, on such terms as it may in its discretion acting
      reasonably impose, issue and deliver to the Holder a new Warrant
      Certificate of like denomination, tenor and date as the Warrant
      Certificate so stolen, lost, mutilated or destroyed.

	 	 
	15. 	
      Transferability. This Warrant Certificate and the
      Warrants represented hereby are transferable subject to compliance with
      all applicable laws.

	 	 
	16. 	
      Restrictions on Transfers. No transfer of Warrants
      shall be valid unless made by the Holder or its executors, administrators
      or other legal representatives or its attorney duly appointed by an
      instrument in writing in form and execution satisfactory to the
      Corporation upon compliance with such reasonable requirements as the
      Corporation may prescribe, including compliance with all applicable
      securities legislation, and recorded on the register of holders of
      Warrants maintained by the Corporation, nor until stamp or governmental or
      other charges arising by reason of such transfer have been paid. The
      transferee of a Warrant shall, after the Form of Transfer in the form
      attached hereto is duly completed and the Warrant is lodged with the
      Corporation and upon compliance with all other reasonable requirements of
      the Corporation and the transferor or any previous holder of such Warrant,
      save in respect of equities of which the Corporation is required to take
      notice by statute or by order of a court of competent jurisdiction. The
      Corporation may treat the registered holder of any Warrant certificate as
      the absolute owner of the Warrants represented thereby for all purposes,
      and the Corporation shall not be affected by any notice or knowledge to
      the contrary except where the Corporation is required to take notice by
      statute or by order of a court of competent jurisdiction. Nothing
      contained herein shall confer any right upon the
  registered holder hereof or any other person to subscribe for or
      purchase any shares of the Corporation at any time subsequent to the
      Expiry Time. Nothing herein contained or done pursuant hereto shall
      obligate the Holder to purchase or pay for or the Corporation to issue any
      securities except those Shares in respect of which the Holder shall have
      exercised its right to purchase hereunder in the manner provided herein.
      All warrants of the Corporation shall rank pari passu,
      notwithstanding the actual date of the issue thereof. After the Expiry
      Time this Warrant Certificate and all rights hereunder shall be void and
      of no value.







- 11 - 

	17. 	
      No Rights as Stockholder Until Exercise. Except as
      expressly set out herein, the holding of this Warrant Certificate or the
      Warrants represented hereby shall not constitute a Holder hereof a holder
      of Shares nor entitle it to any right of interest in respect
    thereof.

	 	 	 
	18. 	
      Severability. If any one or more of the provisions
      or parts thereof contained in this Warrant should be or become invalid,
      illegal or unenforceable in any respect in any jurisdiction, the remaining
      provisions or parts thereof contained herein shall be and shall be
      conclusively deemed to be, as to such jurisdiction, severable therefrom
      and:

	 	 	 
		(a) 	
      the validity, legality or enforceability of such
      remaining provisions or parts thereof shall not in any way be affected or
      impaired by the severance of the provisions or parts thereof severed;
      and

	 	 	 
		(b) 	
      the invalidity, illegality or unenforceability of any
      provision or part thereof contained in this Warrant Certificate in any
      jurisdiction shall not affect or impair such provision or part thereof or
      any other provisions of this Warrant Certificate in any other
      jurisdiction.

	 	 	 
	19. 	
      Notices. Any notice, document or communication
      required or permitted by this Warrant to be given by a party hereto shall
      be in writing and is sufficiently given if delivered personally, or if
      sent by prepaid registered mail, or if transmitted by any form of recorded
      telecommunication rested prior to transmission, to such party addressed as
      follows:

	 	 	 
		(a) 	
      to the Holder, in the register to be maintained pursuant
      to section 10 hereof; and

	 	 	 
		(b) 	
      to the Corporation at:



IntelGenx Technologies Corp.

6425 Abrams 
Ville St-Laurent, Québec 
H4S 1X9 


	 	Attention: 	Corporate Secretary 
	 	Telecopier: 	(514) 331-0436 



	20. 	
      Time is of the essence hereof.

	 	 
	21. 	
      Successors and Assigns. This Warrant Certificate
      shall enure to the benefit of the Holder and his heirs, executors,
      administrators, legal personal representatives, permitted assigns and
      successors is binding upon the Corporation and its successors and
      assigns.

	 	 
	22. 	
      Jurisdiction. This Warrant Certificate and the
      Warrants represented hereby shall be governed by the laws of the State of
      Delaware and the federal laws of the United States of America applicable
      therein.



[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF this Warrant Certificate has been
executed on behalf of IntelGenx Technologies Corp. as of the 20th day of June,
2011. 

INTELGENX TECHNOLOGIES
CORP.

By:                                                                                   
       
Horst G.
Zerbe 
        President and
Chief Executive Officer 





SCHEDULE “A” 

FORM OF TRANSFER 

FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto (name) 

	(the
      “Transferee”), 



	(Residential
      Address of Transferee) 


___________________________Warrants of IntelGenx Technologies
Corp. (the “Corporation”) registered in the name of the undersigned on the
records of the Corporation represented by the within Warrant Certificate, and
irrevocably appoints the Secretary of the Corporation as the attorney of the
undersigned to transfer the said securities on the books or register of
transfer, with full power of substitution. 

DATED the _________________day of
_______________________, 20__ . 

	Signature Guaranteed
    	 	(Signature of Warrantholder, to be the same as appears on the
      fact of this Warrant Certificate) 
	 	 	 
	 	 	 
		 	 Print
Name  
	  	 	 
    
	 	 	 
	 	 	 
		 	 Address  






SCHEDULE “B” 

SUBSCRIPTION NOTICE 

	TO: 	INTELGENX TECHNOLOGIES CORP. 
	  	6425 Abrams 
	  	Ville St-Laurent, Quebec 
	  	H4S 1X9 


The undersigned registered Holder of the attached Warrant
Certificate, hereby: 

	 	(a) 	
      subscribes for _________________________________common
      shares (“Shares”) (or such number of Shares or other securities or
      property to which such subscription entitles the undersigned in lieu
      thereof or in addition thereto under the Warrant Certificate) of IntelGenx
      Technologies Corp. (the “Corporation”) at the price per Share in United
      States funds equal to US$0.74 (or such adjusted price which may be in
      effect under the provisions of the Warrant Certificate)

	 	 	 
	 		
      Payment shall take the form of lawful money in the United
      States; and

	 	 	 
	 	(b) 	
      delivers herewith the above-mentioned Warrant Certificate
      entitling the undersigned to subscribe for the above-mentioned number of
      Shares.

	 	 	 
	 		
      The undersigned hereby directs that the said Shares be
      registered as follows:




	 	  	 	Address(es) 	 	Number of 
	 	Name(s) in full 	 	(including Postal Code) or DWAC 	 	Shares 
	 	  	 	Account Number 	 	  


Total:________

(Please print full name in which share certificates are to
be issued. If any of the Shares are to be issued to a person or persons other
than the Holder, the Holder must pay to the Corporation all requisite taxes or
other governmental charges.) 

	 	(c)	
certifies either (i) that the undersigned is not a U.S. Person
or a person in the United States, and is not acquiring any of the Shares hereby
subscribed for the account or benefit of a U.S. Person or a person in the United
States, and none of the persons listed in paragraph (b) above is a U.S. Person
or a person in the United States, other than an Accredited Investor as defined
in Rule 501(a) under the U.S. Securities Act of 1933, as amended, or (ii) as of
the date hereof there is an effective registration statement filed with the
United States Securities and Exchange Commission covering the issuance of the
Shares. For purposes hereof the terms “United States” and “U.S. Person” shall
have the meanings ascribed to them in Regulation S under the U.S. Securities Act
of 1933, as amended. 

    


DATED this___________ day of_____________ , 20__ . 

	 	(Signature of Subscriber) 
	 	 
	 	(Print Name of Subscriber) 
	 	 







	 	(Address
      of Subscriber in full)