IntelGenx Technologies Corp.: Exhibit 10.24 - Filed by newsfilecorp.com






AMENDMENT TO REGISTRATION RIGHTS
AGREEMENT
BY AND AMONG INTELGENX TECHNOLOGIES CORP. (FKA BIG
FLASH 
CORPORATION), HORST ZERBE AND INGRID
ZERBE 


THIS AMENDMENT (this “Amendment”) is executed as of November 8,
2016, by and among IntelGenx Technologies Corp. (fka Big Flash
Corporation) (the “Company”), a Delaware corporation, and Horst Zerbe and Ingrid
Zerbe (collectively, the “IntelGenx Principals”), together with the IntelGenx
Principals’ qualifying transferees (the “Holders”). 

RECITALS 

WHEREAS, the parties hereto entered into a Registration
Rights Agreement, dated April 28, 2006 (the “Registration Rights Agreement”),
pursuant to which the Company agreed in certain circumstances to register for
resale under the Securities Act of 1933, as amended, certain shares of common
stock of the Company issuable to the IntelGenx Principals pursuant to the terms
of a Share Exchange Agreement dated April 10, 2006 (the “Share Exchange
Agreement”); and 

WHEREAS, Joel Cohen was an original party to the
Registration Rights Agreement and the Share Exchange Agreement; and no longer
holds any exchangeable shares that were issued pursuant to the terms of the
Share Exchange Agreement and no longer has any right to receive shares of common
stock of the Company issuable pursuant to the terms of the Share Exchange
Agreement; and 

WHEREAS, the parties hereto now wish to amend the terms
of the Registration Rights Agreement in order to amend certain provisions
thereto. 

NOW, THEREFORE, in consideration of the mutual promises
and covenants contained herein, the parties do hereby agree as follows: 

1. Defined Terms. All capitalized terms used and not
otherwise defined herein shall have the meaning ascribed thereto in the
Registration Rights Agreement.

2. Amendment. Section 1.2(a) of the Registration Rights
Agreement is deleted in its entirety and replaced with the following: 

“(a) Demand for Registration. The Holder or Holders holding at
least a majority of the Registrable Securities (the "Requesting Holders") shall
have the right exercisable two times during the period beginning on the date
hereof and ending on April 28, 2026 to request in writing to the Company (the
"Registration Request") that the Company effect a registration under the
Securities Act of all or part of the Requesting Holders' Registrable Securities
(a "Requested Registration"). The Company shall as promptly as practicable file
the Requested Registration (and in any event no later than sixty (60) days after
receiving a Registration Request) (the "Filing Date") and shall use its best
efforts to cause the same to be declared effective by the Commission as promptly
as practicable after such filing (and in any event no later than one hundred
twenty (120) days after receiving a Registration Request) (the "Effectiveness
Date"), except that in each
case the Filing Date and Effectiveness Date may be extended by up to 60 days in the event that the Company is engaged in a bona fide financing transaction, including an underwritten offering, ("Financing Transaction") and the Board of Directors
reasonably believes a Requested Registration would cause such Financing Transaction to be terminated;”









3. Entire Agreement; Ratification.  This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof.  Except as expressly amended hereby, the terms of the Registration Rights Agreement are each
hereby confirmed and ratified in all respects by the parties hereto and remain in full force and effect. 


4. Governing Law. This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York without giving effect to
principles of conflicts of laws. 


5. Counterparts.  This Amendment may be signed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. 


6. Necessary Action.  Each party shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Amendment. 


[Signature pages to follow] 






IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first above written. 

	 	INTELGENX TECHNOLOGIES CORP. 
	 	  
	 	By: /s/ Horst G. Zerbe
  
	 	         Name: Horst
      G. Zerbe 
	 	         Title:
      Director, President & CEO 
	 	  
	 	By: /s/ Horst G. Zerbe
  
	 	         Horst G.
      Zerbe 
	 	         Number of
      Shares Covered: 4,238,679.5 
	 	  
	 	  
	 	By: /s/ Ingrid Zerbe

	 	         Ingrid Zerbe
    
	 	         Number of
      Shares Covered: 5,158,221.5