IntelGenx technologies Corp.: Exhibit 10.1 - Filed by newsfilecorp.com







	[EXECUTION COPY] 	February 3, 2012 


CONFIDENTIAL TREATMENT REQUESTED 
Redacted portions are
indicated by [*****] 

Redacted portions filed separately with the SEC pursuant

to the confidential treatment request 

LICENSE AND ASSET TRANSFER AGREEMENT 

THIS LICENSE AND ASSET TRANSFER AGREEMENT (this
“Agreement”) is made and entered into as of February 3, 2012 (the
“Effective Date”), by and between IntelGenx Corp., a Canadian corporation
(“IntelGenx”), and Edgemont Pharmaceuticals, LLC., an US company
(“Edgemont”). IntelGenx and Edgemont each may be referred to herein
individually as a “Party” or collectively as the “Parties”.

WHEREAS, IntelGenx is the sole and exclusive owner of
certain patents and other intellectual property relating to a certain Product
(as such term is defined herein); 

WHEREAS, IntelGenx has the right to grant licenses
hereunder; 

WHEREAS, IntelGenx is the owner of the approved NDA (as
defined herein); 

WHEREAS, Edgemont is experienced in the
commercialization of pharmaceutical products; 

WHEREAS, subject to the terms and conditions set forth
in this Agreement, Edgemont wishes to acquire and IntelGenx wishes to grant a
license to IntelGenx’ patents, intellectual property and proprietary technology
for the commercialization of the Product in the Territory (as such term is
defined herein);

WHEREAS, subject to the terms and conditions set forth
in this Agreement, Edgemont wishes receive and IntelGenx wishes to transfer to
Edgemont certain rights and interest in the NDA; 




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NOW THEREFORE, in consideration of the mutual covenants,
agreements, representations, warranties and indemnities contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the Parties, the Parties mutually agree as follows:


	1. 	
      DEFINITIONS



1.1     “Affiliate” of a Party means any other entity that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such Party. For purposes of this
definition only, “control” and, with correlative meanings, the terms “controlled
by” and “under common control with” will mean the possession, directly or
indirectly, of the power to direct the management or policies of an entity,
whether through the ownership of fifty percent or more of the voting securities
of the other organization or entity or by contract relating to voting rights or
corporate governance. 

1.2     “ANDA” shall mean an Abbreviated New Drug
Application pursuant to 21 U.S.C. § 355(j) et seq., and the regulations
promulgated thereunder. 

1.3     “Annual Net Sales” shall mean the total Net Sales
achieved within a calendar year. 

1.4     “Applicable Law” shall mean all local, state or
federal rules, regulations, statutes or laws, including without limitation,
provisions of the FDA Act and regulations promulgated thereunder (including
without limitation the “Good Laboratory Practices” (“cGLPs”) and “Good
Manufacturing Practices” (“cGMPs”) codified at 21 C.F.R. Parts 58, 210 and 211
that are relevant to FDA approval, manufacture, and Commercialization of the
Product and to any other activity set forth herein. For the avoidance of doubt,
“Applicable Law” shall also include any rules, regulations, statutes, or laws
applicable to activities contemplated by this Agreement that occur outside the
Territory. 

1.5     “Commercialization” shall mean the commercial
distribution and/or commercial promotion of the Product for sale. 

1.6     “Competing Product” shall mean any drug product that
is approved by FDA and contains 450mg of bupropion hydrochloride in an extended
release dosage form and is bioequivalent and/or therapeutically equivalent to the Product.
For the avoidance of doubt, a Competing Product shall not include the Product
sold as an authorized generic under the NDA. 




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1.7     “Competing Product Launch” shall mean the first
commercial sale of a Competing Product by a Third Party in the Territory. 

1.8     “Confidential Information” shall mean all
information and know-how and any tangible embodiments thereof provided by or on
behalf of one Party to the other Party either in connection with the discussions
and negotiations pertaining to this Agreement or in the course of performing
this Agreement, which may include data; knowledge; practices; processes; ideas;
research plans; engineering designs and drawings; research data; manufacturing
processes and techniques; scientific, manufacturing, marketing and business
plans; and financial and personnel matters relating to the disclosing Party or
to its present or future Product, sales, suppliers, customers, employees,
investors or business. Notwithstanding the foregoing, information or know-how of
a Party shall not be deemed Confidential Information of such Party for purposes
of this Agreement if such information or know-how: 

(i)     was already known to the receiving Party, other than under
an obligation of confidentiality or non-use, at the time of disclosure to such
receiving Party; 

(ii)     was otherwise part of the public domain, at the time of
its disclosure to such receiving Party; 

(iii)     became part of the public domain, after its disclosure to
such receiving Party through no fault of the receiving Party; 

(iv)     was disclosed to such receiving Party, other than under an
obligation of confidentiality or non-use, by a Third Party who had no obligation
to the disclosing Party not to disclose such information or know-how to others;
or 

(v)     was independently discovered or developed by such receiving
Party, as evidenced by their written records, without the use of Confidential
Information belonging to the disclosing Party and prior to any subsequent
disclosure by the receiving Party. 




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1.9     “Diligent and Reasonable Efforts” shall mean the
level of efforts which, consistent with the exercise of prudent scientific and
business judgment, would be applied by a company in the pharmaceutical industry
for a product owned by it or to which it has rights (in each such case, free of
any collaboration, joint venture or other Third Party rights) that (relative to
Product) is of similar market potential and is at a similar stage in its
development or product life, taking into account issues of safety and efficacy,
product profile, the competitiveness of the marketplace, the proprietary
position of the product, the regulatory structure involved, the profitability of
the applicable products, and all other relevant factors. 

1.10     “FDA” shall mean the United States Food and Drug
Administration. 

1.11     “FDA Act” shall mean the United States Federal
Food, Drug, and Cosmetic Act, any regulation promulgated thereunder, including
without limitation all cGMPs as defined therein, in each case as amended from
time to time. 

1.12     “Field of Use” shall mean all FDA-approved
indications for any bupropion hydrochloride 450mg extended release drug product,
including but not limited to the indications approved in the NDA.

1.13     [*****] 

1.14     “Launch” shall mean the first commercial sale of a
Product by or on behalf of Edgemont or its Affiliates in the Territory to an
unaffiliated Third Party.

1.15     “Launch Year” shall mean the first twelve (12)
months following Launch. 

1.16     “Licensed Know-How” shall mean all information
(other than that contained in the Patents) whether patentable or not and
physical objects related to the Product, including but not limited to Product
data, Product-related results and information, including, but not limited to,
clinical data, analytical test methods, validation and results, non-clinical
pharmacology and safety data, other R&D data, Regulatory Documentation,
manufacturing and formulation information of a like nature, all provided that
the Licensed Know-How is known to, generated by, vested in (or licensed to)
and/or controlled by IntelGenx.




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1.17     “Litigation” shall mean, with respect to any
specified Person and solely relating to the activities contemplated herein, any
litigation, legal action, arbitration, proceeding, material demand, material
claim or investigation pending, or, to the knowledge of any Party, threatened,
planned or reasonably probable, against, affecting or brought by or against such
specified Person or its present or former employees or agents relating to the
business of such specified Person or any of its assets or liabilities or binding
any of such Person's property or assets. 

1.18     “Manufacturer” shall mean one or more competent
contract manufacturers, in each case approved by Edgemont, that manufactures or
will manufacture the Product, and is, or will be, referenced in the NDA as the
manufacturer of the Product. 

1.19     “NDA” shall mean the New Drug Application for the
Product submitted to the FDA on or about March 31, 2009 and received by the FDA
on or about April 6, 2009, having been assigned NDA #22-497 by the FDA, and
approved by the FDA on or about November 10, 2011, including all amendments and
supplements thereto. 

1.20     “Net Sales” shall mean Gross Sales less, and
following recovery of, the following items (collectively, the "Recognized
Deductions"), being reasonable in both size and nature and as considered
under US Generally Accepted Accounting Principles (US GAAP): 

	 	(i) 	
      allowances or credits granted to and taken by customers
      (including wholesalers) for rejections, returns (including as a result of
      recalls), prompt payment and trade, cash and volume discounts or resulting
      from inventory management;

	 	 	 
	 	(ii) 	
      amounts incurred resulting from government mandated
      rebate programs (or any agency thereof);

	 	 	 
	 	(iii) 	
      freight, transport, packing and insurance
  charges;

	 	 	 
	 	(iv) 	
      taxes, including value added tax, tariffs or
      import/export or customs, duties; and

	 	 	 
	 	(v) 	
      rebates, charge backs and discounts paid or
    credited.



Where (i) the Product is sold as one of a number of items
without a separate price; or (ii) the consideration for the Product shall
include any non-cash element; or (iii) the Product shall be transferred in any manner other than an invoiced sale, the
Gross Sales applicable to any such transaction shall be deemed to be the selling
party’s average gross sales for the applicable quantity of the Product during
the calendar quarter. If there are no independent gross sales of the Product in
the Territory at that time, then the Parties shall appoint a mutually acceptable
Third Party (that is not an Affiliate of either Party) to determine in good
faith an estimate of the gross sales applicable to any such transactions based
on a consideration of all relevant market factors, taking into account practices
and policies customary in the industry. 




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In the event that any discounts, allowances, payments or
rebates are offered for the Product where it is sold to a customer as a grouped
set of products, the applicable discount, allowance, payment or rebate for the
Product for purposes of calculating Net Sales under this Agreement shall be
based upon the weighted average discount, allowance, payment or rebate of such
grouped set of products; each to the extent consistent with Edgemont’s usual
course of dealing for its products other than the Product. 

Notwithstanding the foregoing, for the purposes of this
definition, the transfer of a Product by Edgemont or one of its Affiliates to
another Affiliate of Edgemont or to a sublicensee for resale is not a sale and
in such cases, Net Sales will be determined based on the amount received by
Edgemont or such Affiliate in respect of the Product as sold by the Affiliate or
sublicensee to independent third-parties, less the Recognized Deductions. 

1.21     “Net Sales Minimum” shall mean Net Sales of [*****]
achieved for the twelve (12) month period ending on the second anniversary date,
third anniversary date and fourth anniversary date of the end of the Launch
Year. 

1.22     “Orange Book” shall mean the “Approved Drug
Products with Therapeutic Equivalence Evaluations” published, in written or
electronic form, by the FDA, as may be amended from time to time during the term
of this Agreement. 

1.23     “Patents” shall mean all Product-related
intellectual property including but not limited to (a) U.S. patents and patent
applications, including without limitation U.S. Patent Number 7,674,479, (b) any
substitutions, divisions, continuations, continuations-in-part (but only to the extent that they cover the same invention
claimed in the foregoing), reissues, renewals, registrations, confirmations,
re-examinations, extensions, supplementary protection certificates and the like,
and any provisional applications, of any such patents or patent applications,
and (c) any foreign or international equivalent of any of the foregoing, of
which IntelGenx is the owner, controller or licensee. 




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1.24     “Paragraph IV Certification” shall mean a
certification as defined in 21 U.S.C. 355(j)(2)(A)(vii)(IV) relating to any
patent listed in the Orange Book for the NDA. 

1.25     “Person” shall mean an individual, a corporation, a
partnership, limited liability company, an association, a trust or other entity
or organization. 

1.26     “Product” shall mean extended release tablets that
contain 450 mg of bupropion hydrochloride as approved in the NDA. 

1.27     “Product Trademarks” shall mean the trademark
FORFIVOTM associated with the Product, any other related trademark, service mark
or domain name containing the word “FORFIVO” (whether registered or
unregistered). 

1.28     “Regulatory Activities” shall mean any and all
actions reasonably necessary or required to obtain Regulatory Approval required
for the Product, and all citizen's petitions filed with a Regulatory Authority
regarding the Product or any claims based on or related to the Parties’ or a
Third Party’s attempt to secure, challenge or appeal a Regulatory Authority
decision concerning the Product or competitive products. 

1.29     “Regulatory Approval” shall mean the approvals
required by the Regulatory Authority to sell and market the Product in the
Territory, including without limitation the NDA. 

1.30     “Regulatory Authority” shall mean any applicable
government, or government-appointed, entity regulating or otherwise exercising
authority with respect to the development and Commercialization of a
Product. 

1.31     “Regulatory Documentation” shall mean all
applications, registrations, licenses, authorizations and approvals (including
all Regulatory Approvals), all correspondence submitted to or received from
Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory
Authority), all supporting documents and all clinical studies and tests,
including the manufacturing batch records, relating to any Product, and all data
contained in any of the foregoing, including all regulatory drug lists,
advertising and promotion documents, adverse event files and complaint
files.




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1.32     “Sublicense” shall mean a sublicense from Edgemont
to a Third Party under the License granted pursuant to this Agreement and the
term “Sublicensee” shall be construed accordingly. Any Sublicense may
include the right to grant further Sublicenses.

1.33     “Successful Commercialization” shall mean a period
of time wherein [*****] 

1.34     “Successful Launch” shall mean the point in time
when the Net Sales first equal [*****] within a twelve (12) month period,
provided that [*****] 

1.35     “Territory” shall mean the US and its territories
and possessions including the Commonwealth of Puerto Rico, and any installation,
territory or location or jurisdiction under the control of the US government.


1.36     “Third Party” shall mean any Person that is not
either a Party or an Affiliate of either Party.

1.37     “US” shall mean the United States of America. 1.38
“U.S.C.” shall mean the Code of Laws of the US. 

	2. 	
      LICENSE GRANT



2.1     Scope of License. Subject to all the terms
and conditions of this Agreement, IntelGenx hereby grants to Edgemont, an
exclusive and perpetual (subject to Section 2.2 and termination in accordance
with the terms hereof) license under the Patents, the Product Trademarks and the
Licensed Know-How, with such exclusivity being limited to the right to and for
the sole purpose of having manufactured, using, selling, having sold, offering
for sale, importing and having imported Product, in the Territory and in the
Field of Use (the “License”).

2.2     License Exclusivity. The exclusivity of the
License granted to Edgemont in Section 2.1, shall expire if Edgemont fails to
reach, in the absence of a Competing Product Launch or Litigation that prevents the Commercialization of the
Product in the Territory, the Net Sales Minimum, however, Edgemont shall have
the option, for fourteen (14) days following the end of each Net Sales Minimum
period as defined in Section 1.21, to retain the exclusive US rights for Product
in exchange for a payment of [*****] to IntelGenx.  




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2.3     Sublicenses. The License granted to Edgemont
under this Agreement is, subject to IntelGenx’ approval, such approval not to be
unreasonably withheld, sublicensable (and further sublicensable) in whole or in
part, to Third Parties in arms length transactions (“Sublicensable”). For
the avoidance of doubt, Edgemont shall, subject to the license grant provided
herein, be entitled to conduct or to perform any activity in respect of the
Product by means of any Third Party sub-contractor, and such conduct shall not
be considered to be a grant of a Sublicense hereunder. Edgemont shall give
IntelGenx written notice of any intended Sublicense, including the name of the
Sublicensee and the material terms thereof. Any sublicense by the Parties of the
rights granted to such Party under this Agreement shall be consistent with the
terms of this Agreement, shall contain provisions necessary to effectuate the
terms of this Agreement and shall include an obligation for the Sublicensee to
comply with obligations similar to those of this Agreement.

2.4     Limitations on Other Licenses. During the
term of this Agreement, IntelGenx shall not grant any rights or licenses to any
Patents, Licensed Know-How, Product Trademarks, or transfer any data or know-how
to any Third Party that conflict with IntelGenx’ obligations under this
Agreement and the rights granted to Edgemont under this Agreement. 

2.5     Manufacturing. Edgemont shall negotiate a
manufacture and supply Agreement with the Manufacturer on terms customary for
such agreements in the industry and acceptable to Edgemont, including but not
limited to such Manufacturer agreeing to manufacture the Product in accordance
with cGMPs, Applicable Law, and the specifications (“Supply Agreement”).
For the avoidance of doubt, Edgemont shall not be obligated to enter into any
Supply Agreement upon terms that are not acceptable to Edgemont, at its sole
discretion. 

2.6     Manufacturing Rights. Notwithstanding any
text to the contrary contained herein, IntelGenx, subject to Section 2.4,
reserves the sole and exclusive right to grant manufacturing privileges for the Product to the Manufacturer,
such grant being subject to Edgemont’s approval, such approval not to be
unreasonably withheld, delayed or conditioned. 




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2.7     Product Trademark Compliance. Edgemont shall
ensure that each use by it of the Product Trademarks is accompanied by an
acknowledgement that the Product Trademarks are owned by IntelGenx. 

2.8     Validity of Trademarks. Edgemont acknowledges
the validity of IntelGenx’ right, title and interest in and to the Product
Trademarks. Edgemont shall not have, assert or acquire any right, title or
interest in or to any of Product Trademarks or the goodwill pertaining thereto,
except as otherwise explicitly provided in this Agreement. 

2.9     Notice of Trademark Infringement. Edgemont
shall give IntelGenx prompt notice, but in all events within ten (10) business
days of becoming aware thereof, of any infringement or threatened infringement
of any of the Product Trademarks of which Edgemont becomes aware. IntelGenx
shall determine in its sole discretion what action, if any, to take in response
to the infringement or threatened infringement of any Product Trademark.


	3. 	
      NDA AND DATA
TRANSFER



3.1     Transfer of the NDA. Subject to the
terms and conditions set forth in this Agreement, IntelGenx agrees that, on the
date hereof, IntelGenx shall transfer or assign, to Edgemont, without recourse,
representation or warranty except as otherwise expressly provided herein, and
Edgemont shall receive from IntelGenx, certain rights and title to the NDA free
and clear of all Liens. “Liens” means any lien, pledge, hypothecation, mortgage,
security interest, claim, lease, charge, option, right of first refusal,
easement, servitude, transfer, restriction under any stockholder or similar
agreement, encumbrance or any other restrictions or limitations whatsoever.
Edgemont shall provide IntelGenx with a true and complete copy of all regulatory
filings made by Edgemont and all communications, relating to the Product, with
the FDA. Except as permitted under 21 C.F.R. Sections 314.70(c) or 314.70(d),
Edgemont shall not make changes to the NDA for the Product which would
materially change the NDA, including, without limitation, any changes in
indication, packaging, labeling, without consulting with and obtaining approval
of IntelGenx, such approval not to be unreasonably withheld. Notwithstanding the foregoing or any text to the contrary contained herein,
Edgemont shall have no right, (other than in connection with a merger or
acquisition or sale of all or substantially all of the assets of Edgemont) to
divest or sell the NDA to a Third Party during the Term of this Agreement.





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3.2     Retention of Rights. Notwithstanding the foregoing
Section 3.1 and subject to the License, Edgemont shall not be granted any
ownership or other rights in or to the Patents, Licensed Know-How, Product
Trademarks, or any Product related data or know-how. For the avoidance of doubt,
it is expressly understood and agreed upon by the Parties, that IntelGenx shall
have the sole and exclusive right, except to the extent required for Edgemont to
comply with its legal obligations as the holder of the NDA, to use any
information or intellectual property disclosed within the Product NDA, including
the results of the Pivotal Bioequivalence Studies. Edgemont shall reasonably
provide to IntelGenx upon request, at no cost to IntelGenx, copies of all the
pertinent information it has about the Product including, but not limited to,
the entire NDA file, Regulatory Activities, communications with Regulatory
Authorities in the US, Regulatory Documentation, manufacturing contracts and any
and all other information whatsoever that is relevant for the development and
regulatory approval of the Product outside the Territory. 

3.3     Notification to FDA. Within twenty one
(21) calendar days after the Effective Date, IntelGenx shall execute and deliver
to the FDA and Edgemont any and all documents necessary in order to effectuate
the transfer of the ownership of NDA to Edgemont, including without limitation
the change in ownership submission required under 21 C.F.R. Section 314.72. 

3.4     Data Transfer. Upon and following the
successful and valid execution of this Agreement and upon written request from
Edgemont, IntelGenx shall reasonably provide to Edgemont upon request, at no
cost to Edgemont, copies of all the pertinent information it has about the
Product including, but not limited to, the entire NDA file, all Patents,
know-how, Regulatory Activities, R&D data, past trials data, communications
with Regulatory Authorities in the US, Regulatory Documentation, manufacturing,
supply, external service and other contracts and any and all other information whatsoever that is
relevant for the development, marketing approval, marketing and other
Commercialization of the Product.




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3.5     Assistance. IntelGenx shall provide
reasonable assistance to Edgemont, at IntelGenx’ expense, for the technical
transfer of the Licensed Know-How to the Manufacturer or any other Third Party
to be involved in manufacturing or testing of the Product (the “Technology
Transfer”). IntelGenx shall also provide reasonable assistance to Edgemont for
the preparation and filing of any NDA supplements or reports that Edgemont
determines, in its sole discretion, are necessary for the Commercialization of
the Product or compliance with Applicable Laws..

	4. 	
      RESPONSIBILITIES



4.1     IntelGenx Costs and Responsibilities.
IntelGenx shall be solely responsible for, and shall, subject to Section 4.2, at
its sole cost and expense, perform the Technology Transfer. 

4.2     Edgemont’s Costs and Responsibilities.
Edgemont shall be responsible for (a) the Commercialization of the Product in
the Territory; (b) all costs associated with the manufacture and supply of the
Product; including the supply of the active pharmaceutical ingredient from one
or more suppliers of Edgemont’s choice, necessary for completion of all
activities to be completed by the Manufacturer; and (c) maintaining the NDA in
compliance with applicable laws and FDA regulations. Edgemont shall at all times
use Diligent and Reasonable Efforts in respect to the Commercialization and
Launch of the Product . 

	5. 	
      DILIGENCE



5.1     IntelGenx will make good faith, continuous and Diligent and
Reasonable Efforts to allocate all appropriate resources to prepare, initiate
and complete the Technology Transfer. 




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5.2     Edgemont will make good faith and Diligent and Reasonable
Efforts to Commercialize the Product in the Territory and to perform all
activities under its responsibility, as set forth in Section 4.2. 

5.3     Edgemont hereby represents that Edgemont has the
experience, expertise and resources necessary to enable Edgemont to perform its
obligations hereunder. Edgemont shall, within ninety (90) days of the effective
execution of this Agreement, submit to IntelGenx a preliminary development and
business plan that sets forth an outline of Edgemont's intended efforts to
develop and commercialize the Product over a minimum five year period from
Launch. Such plan shall include a summary of personnel, expenditures and
estimated timing for the commercialization of the Product and estimates of the
expected sales volumes and revenue for the Product. 

	6. 	
      REPORTS



6.1     IntelGenx shall keep Edgemont reasonably informed with
respect to activities under its responsibility as outlined in Article 4. 

6.2     Edgemont agrees as follows: 

6.2.1     Commercialization Reports. Within thirty
(30) days following the close of each calendar quarter following the Effective
Date, Edgemont will provide IntelGenx with a quarterly report with respect to
activities and progress regarding the Commercialization, sublicensing, and
government approvals of Product. 

6.2.2     First Commercial Sale Report. To
immediately report to IntelGenx the date of the first commercial sale of the
Product. 

6.2.3     Revenue Reports. To deliver to IntelGenx a
revenue report with respect to each calendar quarter within thirty (30) days of
the expiration of such calendar quarter, detailing in a manner to be mutually
agreed the following: the volume of Product sold, the amount of Gross Sales
received from revenue generated from the sale of the Product, the Recognized
Deductions applicable in computing Net Sales of the Product, and the total
Royalties due to IntelGenx. Edgemont shall remit payment to IntelGenx within ten
(10) business days following submission of such report.




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6.3     Any and all information, data or reports supplied by
Edgemont pursuant to the provisions of this Section 6 shall be treated as
Edgemont’s Confidential Information. 

6.4     If this Agreement is terminated for any reason, Edgemont
shall deliver a final report and associated revenue sharing payment to IntelGenx
within sixty (60) days after such termination. Following termination, Edgemont
shall have no further reporting obligations. 

	7. 	
      FINANCIAL
PROVISIONS



7.1     Payment Method. Any amounts due to IntelGenx
under this Agreement will be paid in US Dollars (“Dollars”), by wire
transfer in immediately available funds to an account designated by
IntelGenx.

7.2     Up-Front Payment. Edgemont will pay IntelGenx
a non-refundable one time up-front license fee and NDA transfer fee in the
amount of One Million Dollars ($1,000,000) within seven (7) days following the
Effective Date. 

7.3     Milestone Payments. Edgemont will pay to
IntelGenx the following non-refundable one-time milestone payments (for the sake
of clarity, such payments are due only once for the Product), within fourteen
(14) days after the first achievement of each of the applicable milestones for
the Product, as follows: 

	 	Milestone 	Payment 
	 	Upon the Launch of the Product, provided that [*****] 	[*****] 
	 	Upon the Successful Launch of the Product 	[*****] 
	 	Six months after the Successful Launch of the Product 	[*****] 
	 	Annual Net Sales reach [*****] for the first time during
      Successful Commercialization 	[*****] 
	 	Annual Net Sales reach [*****] for the first time during
      Successful Commercialization 	[*****] 
	 	Annual Net Sales reach [*****] for the first time during
      Successful Commercialization 	[*****] 






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7.1     Conditional Fees. Edgemont will pay IntelGenx
the following one-time, conditional and non-refundable incentive fees payable if
[*****]: 

	if there has been no Competing Product Launch within the
      first forty two (42) months after Launch provided that Net Sales in the
      preceding twelve (12) months was greater than [*****] 	[*****] 
	  	  
	if there has been no Competing Product Launch within the
      first sixty (60) months after Launch provided that Net Sales in the
      preceding twelve (12) months was greater than [*****] 	[*****] 
	  	  
	if there has been no Competing Product Launch within the
      first seventy two (72) months after Launch provided that Net Sales in the
      preceding twelve (12) months was greater than [*****] 	[*****] 


7.2     Revenue Sharing. Edgemont will pay IntelGenx
an amount equal to [*****] of Annual Net Sales and [*****] of Annual Net Sales
[*****] (“Royalties”). 

7.3     Taxes. Edgemont may deduct from
amounts it is required to pay IntelGenx pursuant to this Agreement an amount
equal to that withheld for or due on account of any taxes (other than taxes
imposed on or measured by net income of Edgemont) or similar governmental charge
imposed by any jurisdiction based on such payments to IntelGenx (“Withholding
Taxes”).

	8. 	
      RECORD RETENTION AND
AUDIT



8.1     Record Retention. Edgemont will
maintain (and will ensure that its Affiliates and any Sublicensee maintain)
complete and accurate books, records and accounts that fairly reflect Net Sales
in sufficient detail to confirm the accuracy of any payments required hereunder, which books, records and accounts will be retained
for a minimum of five (5) years after the end of the period to which such books,
records and accounts pertain.




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8.2     Audit. IntelGenx will have the right,
at its own cost, to have an independent certified public accounting firm of
nationally recognized standing, reasonably acceptable to Edgemont and who agrees
to execute a written agreement, reasonably satisfactory in form and substance to
both Parties, to maintain in confidence all information obtained during the
course of any such audit (including an undertaking not to disclose to IntelGenx
any information other than the results of its audit), except for disclosure as
necessary for the below purpose and all reasonable documents will be delivered
to the auditor under these confidential terms, have access during normal
business hours, and upon reasonable prior written notice, to Edgemont’s records
together with any disclosure necessary to explain the same as may be reasonably
necessary to verify the accuracy of Net Sales, Recognized Deductions, Royalties
and Product volumes sold, as applicable, for any fiscal year ending not more
than 24 months prior to the date of such request; provided, however, that
IntelGenx will not have the right to conduct more than one such audit in any
calendar year or more than one such audit covering any given time period. Any
such audit shall not unreasonably interfere with the business of Edgemont and
shall be completed within a reasonable time. Any amounts determined pursuant to
any such audit to have been overpaid or underpaid shall promptly be refunded or
paid as applicable. In the event that any such audit reveals an underpayment to
IntelGenx of more than five percent (5%), Edgemont shall reimburse IntelGenx for
the expense of such audit. Notwithstanding the foregoing, in the event that
Edgemont disagrees with the conclusions of any such audit, the Parties shall
submit such dispute to arbitration in accordance with Section 16.4 and no
payment shall be made pursuant to this Section 8.2 pending the outcome of such
arbitration. As a condition to such audit, the independent public accountant
selected shall Additionally no auditor may be employed on a contingency basis.


8.3     Confidentiality. IntelGenx will treat all
information subject to review under this Section 8 in accordance with the
confidentiality provisions of Section 12 below. 




[EXECUTION COPY] 

	9. 	
      REPRESENTATIONS AND
  WARRANTIES



9.1     By Both Parties. Each Party hereby
represents, warrants and covenants to the other Party as of the Effective Date
as follows: 

9.1.1     Corporate Authority. Such Party (a) has the
power and authority and the legal right to enter into this Agreement and perform
its obligations hereunder, and (b) has taken all necessary action on its part
required to authorize the execution and delivery of this Agreement and the
performance of its obligations hereunder. This Agreement has been duly executed
and delivered on behalf of such Party and constitutes a legal, valid and binding
obligation of such Party and is enforceable against it in accordance with its
terms subject to the effects of bankruptcy, insolvency or other laws of general
application affecting the enforcement of creditor rights and judicial principles
affecting the availability of specific performance and general principles of
equity, whether enforceability is considered a proceeding at law or equity. 

9.1.2     Consents and Approvals. Excluding any
required regulatory approvals from Regulatory Authorities, such Party has
obtained all necessary consents, approvals and authorizations from any federal,
state provincial, local or foreign government or subdivision thereof, or any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to any federal, state,
provincial, local or foreign government with jurisdiction over the subject
matter of the transactions and/or activities contemplated by this Agreement
(“Governmental Authority”) and other parties required to be obtained by
such Party in connection with the execution and delivery of this Agreement and
the performance of its obligations hereunder.

9.2     By IntelGenx. IntelGenx hereby
further represents, warrants, and covenants to Edgemont as of the Effective Date
as follows: 

9.2.1     The NDA. IntelGenx owns outright and has
good title to the NDA free and clear of any Lien. 

9.2.2     IP Ownership. IntelGenx has the sole
legal and/or beneficial title to and ownership of the Patents, the Product
Trademarks and to the Licensed Know-How as is necessary to grant the License to
Edgemont pursuant to this Agreement, and the Patents, the Product Trademarks and the Licensed Know-How are free and clear
of any liens, encumbrances or Third Party rights, other than IntelGenx’
obligation to Cary Pharmaceuticals, (including without limitation, the right to
receive royalties or other compensation). 




[EXECUTION COPY] 

9.2.3     Patent Validity. The Patents are valid and
enforceable.

9.2.4     No Conflicting Grants. IntelGenx
has not, and during the term of this Agreement shall not, grant any rights
to the Patents, Product Trademarks or the Licensed Know-How that conflict with
the rights granted to Edgemont hereunder. 

9.2.5     No Infringement of Third Party Intellectual
Property. To the best of IntelGenx’ knowledge no additional
licenses to any patents (including patents owned or controlled by Third Parties)
or know how, [*****], are required to develop, manufacture, use or sell the
Product. No actions, suits, claims, disputes, or proceedings are currently
pending or, to the best of IntelGenx’ knowledge, have been threatened, that
could have an adverse effect on the Product or could impair either IntelGenx’ or
Edgemont’s ability to perform its obligations under this Agreement. If either
Party becomes aware of any such Third Party action, suit, claim, dispute or
proceeding, including without limitation any action, suit, claim, dispute or
proceeding [*****], such Party shall immediately notify the other Party of such,
and IntelGenx undertakes to effect any payments required (including the payment
of royalties or other compensation) to be made to such Third Party to ensure the
exercise of the License by Edgemont. 

9.2.6     Third Party Actions. There are no legal
suits or proceedings by a Third Party (including without limitation employees or
former employees of IntelGenx) contesting the ownership or validity of the
Patents, the Product Trademark, the Licensed KnowHow or the Product or any part
thereof.

	10. 	
      LIMITATION OF
LIABILITY.



Except with respect to indemnification claims pursuant to the
indemnification provisions contained in Section 14 hereof or in the case of
willful or fraudulent misrepresentation, in no event shall either Party be
liable to the other or any of its Affiliates for any consequential, incidental,
indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill)
suffered or incurred by such other Party or its Affiliates, whether based upon a
claim or action of contract, warranty, negligence or tort, or otherwise, arising
out of this Agreement. 




[EXECUTION COPY] 

	11. 	
      PATENTS



11.1     IP Ownership. All Product-related
intellectual property (“Product-related IP”) solely developed by IntelGenx
either prior to the Effective Date, or at any time after the Effective Date,
shall be owned by IntelGenx, and licensed to Edgemont pursuant to the License
exclusivity granted herein. Any Product-related IP that is jointly developed
(including the use of any financing provided by Edgemont) by the Parties will be
jointly owned by the Parties (the “Joint IP”) and IntelGenx’ portion of
same shall be included in the License granted hereunder. Notwithstanding the
foregoing, each Party shall have the right to use such Joint IP in respect of a
product other than the Product, provided that such other products are not
Competing Products; and provided further that neither party shall grant any
exclusive rights to, or otherwise dispose of its portion of the Joint IP,
without the prior written consent of the other party; other than (i) an
assignment or transfer in connection with a merger of such Party or a sale of
all or substantially all of its assets or shares and (ii) Edgemont’s right to
sublicense its portion of the Joint IP in the context of a sublicensing
transaction under the License. 

11.2     Patent Prosecution And Maintenance 

11.2.1     Prosecution. IntelGenx undertakes
to prosecute, defend any reexamination or interference proceeding, and maintain
the Patents using counsel of its choice. IntelGenx will provide Edgemont with
copies of all relevant documentation so that Edgemont will be informed of the
continuing prosecution or defense and may comment upon such documentation
sufficiently in advance of any initial deadline for filing a response, provided,
however, that if Edgemont has not commented upon such documentation in a
reasonable time for IntelGenx to sufficiently consider Edgemont’s comments prior
to a deadline with the relevant government patent office, or IntelGenx must act
to preserve the Patents, IntelGenx will be free to act without consideration of
Edgemont’s comments, if any. 




[EXECUTION COPY] 

11.2.2     Edgemont’s Requests. IntelGenx
shall use reasonable efforts to amend any Patent application to include claims
or any other changes reasonably requested by Edgemont to protect the Product
contemplated to be sold under this Agreement. Moreover, IntelGenx will cooperate
in the preparation, filing, prosecution, and maintenance of the Patents,
including (a) promptly executing all papers and instruments and requiring
employees to execute such papers and instruments as reasonable and appropriate
so as to enable Edgemont to file, prosecute, and maintain the Patents in any
country; and (b) promptly informing Edgemont of matters that may affect the
preparation, filing, prosecution, or maintenance of any Patents. 

11.2.3     Patent Prosecution Costs. IntelGenx shall
bear the costs of preparing, filing, prosecuting, defending (with respect to any
re-examination or interference proceeding) and maintaining all patent
applications contemplated by Section 11.2.1, provided, however, that Edgemont
shall pay all costs and expenses incurred in making amendments or changes
required by Edgemont, provided such amendments or changes have been expressly
and specifically requested from IntelGenx in advance and in writing by Edgemont
and provided all such costs and expenses have been pre-approved in writing by
Edgemont. Costs associated with Joint IP patent applications shall be shared
equally.

11.2.4     Co-operation. The Parties will provide
reasonable assistance to each other, including providing access to relevant
documents and other evidence, making its employees available at reasonable
business hours, and joining the action to the extent necessary to allow the
prosecuting and maintaining Party to prosecute and maintain the relevant Patent.


11.3     Patent Enforcement 

11.3.1     Infringement Notice. If IntelGenx
or Edgemont learns of a Paragraph IV Certification, or determines that any
Patent is being infringed by a Third Party’s activities and that such
infringement could affect the exercise of the License under this Agreement, it
will promptly notify the other Party in writing. In addition, if IntelGenx or
Edgemont determines that any Licensed Know-How is being misappropriated by a
Third Party’s activities and that such misappropriation could affect the
exercise of the License under this Agreement, it will promptly notify the other
Party in writing. 




[EXECUTION COPY] 

11.3.2     Edgemont will have the sole, exclusive and first right
but not the obligation to remove such infringement and/or misappropriation and
to control all litigation to remove such infringement and/or misappropriation
relating to the Product in the Field of Use, all as Edgemont shall deem
appropriate in its sole discretion. IntelGenx shall provide notice to Edgemont
of its decision to co-defend, at Edgemont’s expense subject to Edgemont’s sole
control of the litigation including without limitation selection of counsel,
within sixty (60) calendar days from the date the relevant Proceeding (as
hereinafter defined) becomes known to IntelGenx. Notwithstanding its decision to
co-defend, IntelGenx nonetheless agrees to bring an infringement action in its
name alone or as co-plaintiff, to furnish Powers of Attorney, or to join such
action as a necessary party, all subject to Edgemont’s expense, if any of these
actions is requested by Edgemont and is reasonably necessary for a patent
infringement action to be properly initiated or continued. In the event Edgemont
does, at its discretion, undertake any infringement or misappropriation action
and IntelGenx does not co-defend, Edgemont will provide IntelGenx with copies of
all relevant documentation so that IntelGenx will be informed of the continuing
action and may comment upon such documentation sufficiently in advance of any
initial deadline for filing a response, provided, however, that if IntelGenx has
not commented upon such documentation in a reasonable time for Edgemont to
sufficiently consider IntelGenx’ comments prior to a deadline, or Edgemont must
act to preserve the action, Edgemont will be free to act without consideration
of IntelGenx’ comments, if any. Notwithstanding the foregoing, and/or any
language to the contrary, Edgemont shall not be permitted to settle any
threatened, pending or completed Litigation, or any claim, issue or matter
therein, solely related to a Patent Enforcement Suit, hereinafter defined, on
behalf of IntelGenx, without the prior written consent of IntelGenx, such
consent not to be unreasonably withheld, delayed or conditioned. 

11.3.3     Edgemont agrees to inform IntelGenx promptly if Edgemont
decides not to take infringement or misappropriation action (“Patent
Enforcement Suit”) or not to continue such action due to IntelGenx’ refusal
to consent to a proposed settlement in order for IntelGenx to assume responsibility of infringement or
misappropriation action to be taken as per IntelGenx’ discretion and at
IntelGenx’ sole expense.




[EXECUTION COPY] 

In the event IntelGenx does, at its discretion, undertake any
infringement or misappropriation action, IntelGenx will provide Edgemont with
copies of all relevant documentation so that Edgemont will be informed of the
continuing action and may comment upon such documentation sufficiently in
advance of any initial deadline for filing a response, provided, however, that
if Edgemont has not commented upon such documentation in a reasonable time for
IntelGenx to sufficiently consider Edgemont’s comments prior to a deadline, or
IntelGenx must act to preserve the action, IntelGenx will be free to act without
consideration of Edgemont’s comments, if any.

11.3.4     Recovery. Any amounts recovered in
connection with or as a result of any action contemplated by Sections 11.3.2 and
11.3.3, whether by settlement or judgment, will be used to reimburse the Parties
for their reasonable costs and expenses in making such recovery (which amounts
will be allocated pro rata if insufficient to cover the totality of such
expenses), and any remainder received by Edgemont will considered as being part
of Net Sales.

	12. 	
      CONFIDENTIALITY



12.1     Disclosure and Use Restriction. The Parties
agree that during the Term of this Agreement and thereafter, each Party will
keep completely confidential and will not publish, submit for publication or
otherwise disclose, and will not use for any purpose except for the purposes
contemplated by this Agreement, any Confidential Information received from the
other Party. 

12.2     Confidential Information. All Licensed
Know-How shall be deemed to be Confidential Information of IntelGenx; provided
that Edgemont shall be entitled to disclose and use any Licensed Know-How in the
exercise of its rights under this Agreement.

12.3     Authorized Disclosure. Notwithstanding the
provisions of Section 12.1 above, a Party shall be entitled to disclose the
Confidential Information of the other Party hereto to the extent that such
disclosure is: 




[EXECUTION COPY] 

(i)     made in response to a valid order of a court of competent
jurisdiction; provided, however, that such Party will first (to the
extent practicably possible) have given notice to such other Party and given
such other Party a reasonable opportunity to quash such order and to obtain a
protective order requiring that the Confidential Information and documents that
are the subject of such order be held in confidence by such court or agency or,
if disclosed, be used only for the purposes for which the order was issued; and
provided further that if a disclosure order is not quashed or a
protective order is not obtained, the Confidential Information disclosed in
response to such court or governmental order will be limited to that information
which is legally required to be disclosed in response to such court or
governmental order; 

(ii)     otherwise required by law; provided, however, that
the disclosing Party will provide such other Party with notice of such
disclosure in advance thereof to the extent practicably possible and to the
extent permitted, will redact from such disclosure the other party’s
Confidential Information or designate the same as trade secret; 

(iii)     made by such Party to any Regulatory Authority or
Governmental Authority as necessary for the development manufacturing or
Commercialization of a Product in the Territory, as required in connection with
any filing, application or request for Regulatory Approval or as required by
applicable securities laws and regulations, subject to the limitations in
Section 12.3(ii); 

(iv)     made by such Party in connection with the performance of
this Agreement, to Sublicensees, Affiliates, directors, officers, employees,
consultants, representatives or agents, each of whom prior to disclosure must be
bound by obligations of confidentiality and non-use at least equivalent in scope
to those set forth in this Agreement;




[EXECUTION COPY] 

(v)     made by such Party in the course of submitting financial
accounts to relevant authorities as per local statutory requirements or to
existing or potential acquirers; existing or potential collaborators; investment
bankers; existing or potential investors, merger candidates, partners, venture
capital firms or other financial institutions or investors for purposes of
obtaining financing; or, bona fide strategic potential partners; each of whom
prior to disclosure must be bound by obligations of confidentiality and non-use
at least equivalent in scope to those set forth in this Agreement; or 

(vi)     a general description of the Product made by a Party to
its shareholders and to potential investors with the aim of securing the
financing needed to continue the development or Commercialization of the
Product. 

	13. 	
      PRESS RELEASES AND PUBLIC
  FILINGS



Press releases, public filings or other similar public
communication by either Party relating to the terms of this Agreement (but not,
for the avoidance of doubt, unless reference is made to the other Party or the
terms of this Agreement, with respect to activities in exercise of its rights
under this Agreement) will be approved in advance by the other Party, which
approval will not be unreasonably conditioned, withheld or delayed.
Notwithstanding the foregoing, those communications required by applicable law,
regulation or securities exchange rule (including, but not limited to, a public
offering prospectus), disclosures of information for which consent has
previously been obtained, and information of a similar nature to that which has
been previously disclosed publicly with respect to this Agreement, will not
require advance approval, but will be provided to the other Party as soon as
practicable after the release or communication thereof. For the avoidance of
doubt, the Parties will make every endeavor to ensure that the financial details
of this agreement shall remain confidential, such endeavors to include the
filing of redacted versions of the Agreement with securities exchanges, as
applicable.




[EXECUTION COPY] 

	14. 	
      INDEMNIFICATION



14.1     Indemnification by IntelGenx. Subject to
Section 14.3, IntelGenx shall defend, indemnify and hold harmless each of
Edgemont and its Affiliates, and each of their respective directors, officers
and employees (each, a “Edgemont Indemnitee”) from and against any and
all liabilities, damages, settlements, penalties, fines, costs, royalties or
expenses (including reasonable attorneys’ fees and other expenses of litigation)
(collectively, “Liabilities”) arising, directly or indirectly, out of or
in connection with Third Party claims, suits, actions, demands or judgments to
the extent relating to or arising out of (i) any breach or alleged breach by
IntelGenx of any representation, warranty, undertaking or covenant under this
Agreement; (ii) any alleged negligence, gross negligence or willful misconduct
by IntelGenx or its Affiliates, past or present employees or agents; or (iii)
any [*****], except, in each case, for those Liabilities for which Edgemont has
an obligation to indemnify the IntelGenx Indemnitees pursuant to Section 14.2,
as to which Liabilities each Party shall indemnify the other Party to the extent
of its respective liability for such Liabilities.

14.2     Indemnification by Edgemont. Subject to
Section 14.3 Edgemont shall defend, indemnify and hold harmless each of
IntelGenx and its Affiliates, and each of their respective directors, officers
and employees (each, an “IntelGenx Indemnitee”) from and against any and
all Liabilities arising, directly or indirectly, out of or in connection with
Third Party claims, suits, actions, demands or judgments to the extent relating
to or arising out of (i) any breach or alleged breach by Edgemont of any
representation, warranty, undertaking or covenant under this Agreement, (ii) any
alleged negligence, gross negligence or willful misconduct by Edgemont or its
Affiliates, past or present employees or agents, and (iii) any Patent
Enforcement Suit; except, in each case, for those Liabilities for which
IntelGenx has an obligation to indemnify the Edgemont Indemnitees pursuant to
Section 14.1, as to which Liabilities each Party shall indemnify the other Party
to the extent of its respective liability for such Liabilities.

14.3     Notice and Procedures. If an IntelGenx
Indemnitee or a Edgemont Indemnitee (the “Indemnitee”) intends to claim
indemnification under this Section 14.3, it shall promptly notify the other Party (the “Indemnitor”) in writing of
any such alleged Liabilities. In the event that the Indemnitor does not assume
and pursue in a timely and diligent manner the defense of any Third Party claim
(but in no event later than thirty (30) days, or such shorter period as required
under Applicable Laws), then the Indemnitor shall be deemed to have ceded
control of such claim and the Indemnitee shall be entitled to appoint counsel of
its own choice for such defense, at the cost and expense of the Indemnitor. The
Indemnitor shall have the right to control the defense thereof with counsel of
its choice, provided that such counsel is reasonably acceptable to Indemnitee;
and provided further that any Indemnitee shall have the right to retain its own
counsel at its own expense, for any reason. The Indemnitee, its employees and
agents, shall reasonably cooperate with the Indemnitor and its legal
representatives in the investigation of any Liabilities covered by this Section
14. The obligations of this Section 14.3 shall not apply to amounts paid in
settlement of any claim, demand, action or other proceeding if such settlement
is effected without the consent of the Indemnitor (unless the Indemnitor is
deemed to have ceded control of the applicable Third Party claim under this
Section 14.3) . The failure to deliver written notice to the Indemnitor within a
reasonable time after the commencement of any such action, if prejudicial to its
ability to defend such action, shall relieve the Indemnitor of any obligation to
the Indemnitee under this Section 14.3 to the extent that the Indemnitor is
materially prejudiced by such delay. It is understood that only IntelGenx or
Edgemont may claim indemnity under this Section 14 (on its own behalf or on
behalf of its Indemnitees), and other parties may not directly claim indemnity
hereunder. 




[EXECUTION COPY] 

14.4     Other Product Liability Claims To the extent
either Party incurs any Liabilities arising from or in connection with any
product liability claim with respect to the Product to the extent arising from
actions not subject to the indemnity obligations set forth in Sections 14.1 or
14.2 (a “Product Claim”), Edgemont shall be fully liable for such
Liabilities incurred. Edgemont shall have sole control in addressing, defending,
managing and conducting any negotiations, litigation, threatened litigation or
settlement regarding such Product Claim, using counsel of its choice. In the
event that Edgemont does not respond to any Product Claim against IntelGenx
within (a) sixty (60) days following the notice of such claim or (b) ten (10)
days before the time limit, if any, set forth in the appropriate
laws and regulations for the filing of a response to such Product Claim,
whichever comes first, IntelGenx shall have the right to control any such
Product Claim, using counsel of its own choice. In the event of a Product Claim,
IntelGenx shall cooperate fully with Edgemont, including, if a party in such
Product Claim, the furnishing of a power of attorney to defend IntelGenx in such
litigation in IntelGenx name and/or being named as a party for the purposes of
any cross claim or counterclaim, and Edgemont shall keep IntelGenx and/or
IntelGenx designated legal counsel reasonably informed as to the progress of
such action. Neither Party shall enter into any settlement of a Product Claim,
without the prior written consent of the other, such consent not to be
unreasonably withheld, delayed or conditioned. 




[EXECUTION COPY] 

14.5     Exclusive Remedy. The rights of the Edgemont
Indemnitees and the IntelGenx Indemnitees under this Section 14 shall be the
sole and exclusive remedy of the Edgemont Indemnitees and the IntelGenx
Indemnitees, as the case may be, with respect to matters covered hereunder. 

	15. 	
      TERM AND
TERMINATION



15.1     Term. Unless earlier terminated in
accordance with the provisions of this Article 15, the term of this Agreement
(the “Term”) commences upon the Effective Date and will continue until
terminated in accordance with the terms hereof. 

15.2     Termination. 

15.2.1     Termination for Breach. Failure by a Party
to comply with any of its material obligations contained herein will entitle the
Party not in default to give to the defaulting Party notice specifying the
nature of the material breach, requiring the defaulting Party to make good or
otherwise cure such material breach, providing specific actions that the
defaulting Party could take to cure such material breach, and stating its
intention to invoke the provisions of this Section 15.2 if such material breach
is not cured. If such material breach is not cured within ninety (90) days after
the receipt of such notice (or, if such material breach cannot be cured within such 90-day period, if the defaulting Party
does not commence actions to cure such material breach within such period and
thereafter diligently continue such actions), the Party not in default will be
entitled, without limiting any of its other rights conferred on it by this
Agreement (except as expressly set forth herein), to terminate this Agreement by
providing written notice to the breaching Party. 




[EXECUTION COPY] 

Notwithstanding anything to the contrary herein, in the event
of IntelGenx’ material breach of this Agreement, and without derogating from any
of Edgemont’s other rights at law, Edgemont shall, subject to the fulfillment of
Edgemont’s obligations under Section 7, have the right to continue all
activities under the License granted herein and to continue utilizing the
Patents, Product Trademarks, and the Licensed Know-How for the exploitation of
the License, with the right to set-off, from any sums due to IntelGenx
hereunder, amounts equivalent to any damage caused to Edgemont as a result of
IntelGenx’ breach hereunder.

Notwithstanding anything to the contrary herein, in the event
of termination of the Agreement by IntelGenx as a result of Edgemont’s material
breach of this Agreement, and without derogating from any of IntelGenx’ other
rights at law, IntelGenx shall have the right to continue any and/or all
activities contemplated in under and/or by this Agreement, terminate all rights
granted to Edgemont, continue utilizing the Patents, Product Trademarks and the
KnowHow for the exploitation of the Products, with the right to set-off, from
any sums due to Edgemont hereunder, amounts equivalent to any damage caused to
IntelGenx’ as a result of Edgemont’s breach hereunder. 

15.2.2     Termination by Edgemont. Edgemont
may, upon delivery of written notice to Edgemont, terminate this Agreement upon
the occurrence of any of the following events: 

	 	(a) 	
      IntelGenx fails to perform any of its obligations
      hereunder or makes any material misrepresentation in this Agreement,
      which, if capable of being cured, has not been cured within ninety (90)
      days after written notice by Edgemont (in which Edgemont specifies the
      nature of such failure or misrepresentation);







[EXECUTION COPY] 

	 	(b) 	
      IntelGenx enters into any compromise with creditors or a
      general agreement for referral of payment with its creditor;

	 	 	 
	 	(c) 	
      IntelGenx makes or suffers to be made any transfer to any
      person, trustee, receiver, liquidator, or referee for the benefit of
      creditors;

	 	 	 
	 	(d) 	
      IntelGenx files a voluntary petition in
  bankruptcy;

	 	 	 
	 	(e) 	
      An involuntary petition in bankruptcy is filed against
      IntelGenx and not dismissed within sixty (60) days of
  filing.



15.2.3     
Termination by IntelGenx. IntelGenx may, upon delivery of written notice
to Edgemont, terminate this Agreement upon the occurrence of any of the
following events: 

	 	(a) 	
      Edgemont fails to perform any of its obligations
      hereunder or makes any material misrepresentation in this Agreement,
      which, if capable of being cured, has not been cured within ninety (90)
      days after written notice by IntelGenx (in which IntelGenx specifies the
      nature of such failure or misrepresentation);

	 	 	 
	 	(b) 	
      Edgemont enters into any compromise with creditors or a
      general agreement for referral of payment with its creditor;

	 	 	 
	 	(c) 	
      Edgemont makes or suffers to be made any transfer to any
      person, trustee, receiver, liquidator, or referee for the benefit of
      creditors;

	 	 	 
	 	(d) 	
      Edgemont fails to Launch within nine (9) months of the
      Effective Date, unless the Launch is delayed due to product manufacturing
      related matters

	 	 	 
	 	(e) 	
      Edgemont files a voluntary petition in bankruptcy;
    and

	 	 	 
	 	(f) 	
      An involuntary petition in bankruptcy is filed against
      Edgemont and not dismissed within sixty (60) days of
  filing.







[EXECUTION COPY] 

15.3     Consequences of Termination 

15.3.1     License. Upon early termination of this
Agreement, all rights granted to Edgemont herein will, subject to the second
paragraph of Section 15.2.1, terminate; provided that Edgemont shall have a
period of one hundred eighty (180) days after the date of termination to
sell-off all previously made Product, subject to Royalties on such sales and any
milestone payments due being duly paid to IntelGenx. Upon termination of this
Agreement all sublicenses granted by Edgemont shall, at IntelGenx’ sole
discretion, either terminate or, unless termination is due to breach by
IntelGenx or pursuant to Section 15.2.2, be automatically transferred to
IntelGenx upon written request from IntelGenx. For the greater certainty, any
agreement with a Sublicensee shall be consistent with this Agreement.

15.3.2     Disposition of NDA. In the event
that IntelGenx terminates this Agreement under Section 15.2.1 or 15.2.3,
IntelGenx shall have the right, but not the obligation, to have the ownership of
the NDA transferred to IntelGenx. Within thirty (30) days of a termination or
expiration event set forth in this Section 15.3.2, IntelGenx shall notify
Edgemont of IntelGenx’ election to either (i) accept the ownership of the NDA,
or (ii) allow Edgemont to retain the NDA. In the event that ownership is to
transfer to IntelGenx, such transfer shall occur promptly upon Edgemont’s
receipt of IntelGenx’ notice of election to obtain ownership. Within fifteen
(15) days of any such transfer of ownership, Edgemont shall notify FDA of the
transfer of NDA ownership. In the event that Edgemont terminates this Agreement
under Section 15.2.1 or 15.2.2, Edgemont shall retain ownership of the NDA. 

15.3.3     Return of Information and Materials. Upon
early termination of this Agreement, each Party will return or destroy all
Confidential Information of the other Party (except one copy of which may be
retained for archival and compliance purposes), Edgemont will return to
IntelGenx or its designee all Licensed Know-How and any other tangible materials
received by Edgemont under this Agreement and Edgemont will further waive and
actively deregister or assign as requested by IntelGenx, all intellectual
property rights gained hereunder. 




[EXECUTION COPY] 

15.3.4     Accrued Rights. Termination or expiration
of this Agreement for any reason will be without prejudice to any rights or
financial compensation that will have accrued to the benefit of a Party prior to
such termination or expiration. Such termination or expiration will not relieve
a Party from obligations that are expressly indicated to survive the termination
or expiration of this Agreement.

15.3.5     Survival. Sections 9, 10, 12, 14, 15,
16.3, 16.4 of this Agreement will survive expiration or termination of this
Agreement for any reason.

	16. 	
      MISCELLANEOUS



16.1     Assignment. Without the prior written
consent of the other Party hereto, neither Party will sell, transfer, assign,
delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by
operation of law or otherwise, this Agreement or any of its rights or duties
hereunder; provided, however, that (i) either Party hereto may assign or
transfer this Agreement or any of its rights or obligations hereunder without
the consent of the other Party to any Affiliate, or to any Third Party successor
in interest with which it has merged or consolidated, or to which it has
transferred all or substantial part of its assets or stock to which this
Agreement relates. Any purported assignment or transfer in violation of this
Section 16.1 will be void ab initio and of no force or effect.

16.2     Restriction on Development. During the Term
of this Agreement, neither Party shall, directly or indirectly, work outside the
scope of this Agreement, either alone or with any Third Party, on the
development or commercialization of any Competing Product whether by carrying on
or engaging in or being concerned with or interested in or advising, lending
money to, guaranteeing the debts or obligations of or permitting its name or any
part thereof to be used or employed by, any person engaged in or concerned with
or interested in any business that is directly competitive with the Product. 

16.3     Severability. Should any term or
provision of this Agreement be or become invalid or unenforceable or should this
Agreement contain an omission, the validity or enforceability of the remaining
terms or provisions shall not be affected. In such case, subject to the next following sentence, the Parties shall immediately
commence to negotiate in good faith in order to replace the invalid or
unenforceable term or provision by such other valid or enforceable term or
provision which comes as close as possible to the original intent and effect of
the invalid or unenforceable term or provision, or respectively, to fill the
omission by inserting such term or provision which the Parties would have
reasonably agreed to, if they had considered the omission at the date hereof. In
the event that any term or provision as aforesaid is invalid, void or
unenforceable by reason of its scope, duration or area of applicability or some
similar limitation as aforesaid, then the court making such determination shall
have the power to reduce the scope, duration, area or applicability of the term
or provision so that they shall be enforceable to the maximum scope, duration,
area or applicability permitted by applicable law which shall not exceed those
specified in this Agreement or to replace such term or provision with a term or
provision that comes closest to expressing the intention of the invalid or
unenforceable term or provision. 




[EXECUTION COPY] 

16.4     Governing Law. This Agreement shall
be governed by and constructed in accordance with the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law
principles which might otherwise make the laws of a different jurisdiction
govern or apply. The Parties expressly reject any application to this Agreement
of (a) the United Nations Convention on Contracts for the International Sale of
Goods; and (b) the 1974 Convention on the Limitation Period in the International
Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11,
1980. 

16.4.1     Dispute Resolution Process. The Parties
understand and appreciate that their long term mutual interest will be best
served by affecting a rapid and fair resolution of any claims or disputes which
may arise out of obligations performed under this Agreement or from any dispute
concerning the terms of this Agreement. Therefore, the Parties agree to use
their best efforts to resolve all such disputes as rapidly as possible on a fair
and equitable basis that takes into account the precise subject and nature of
the dispute. If the Parties have a dispute or claim arising under this
Agreement, the matter shall be referred to the Chief Executive Officer of
IntelGenx and the Chief Executive Officer of Edgemont, or their designees, for
review and an attempted resolution. The officers shall confer and attempt to
reach a mutual resolution of the issue 




[EXECUTION COPY] 

16.4.2     Agreement to Settle Disputes by
Arbitration. If the dispute cannot be resolved by the Parties’
respective Chief Executive Officers (or their designees) pursuant Section 16.4.1
within ten (10) days after the dispute has been so referred, then, at the
request through notice of either IntelGenx or Edgemont, any controversy or claim
arising between the Parties and related to or arising out of the construction,
interpretation, or enforcement of any term or condition of this Agreement or any
transaction hereunder (including the decision to enter into this Agreement),
shall be submitted to arbitration. Such arbitration shall be conducted in the
State of New York. In any case, any such arbitration shall be conducted in
accordance with the applicable rules of the American Arbitration Association in
effect on the date of such controversy or claim. 

16.4.3     Appointment of Arbitrators. Within thirty
(30) days after the delivery pursuant to Section 16.4.2 of a notice of request
for arbitration, IntelGenx and Edgemont shall each appoint one independent
person as an arbitrator to hear and determine the dispute. The two persons so
chosen shall by agreement select a third, impartial arbitrator, which selection
shall be final and conclusive upon both Parties. Each of the three (3)
arbitrators shall be either a lawyer licensed to practice law in the United
States or a retired judge who was a judge of a court of general jurisdiction in
the United States, and in either case each of the three (3) arbitrators shall be
experienced with the development, regulatory approval, manufacture and
Commercialization of pharmaceutical products in the Territory. If either Party
fails to designate its arbitrator within sixty (60) days after the notice of
arbitration is received, then the arbitrator designated by the one Party shall
act as the sole arbitrator and shall be deemed to be the single, mutually
approved arbitrator to resolve the dispute. 

16.4.4     Protective Order. In the event of
arbitration and at the request of either IntelGenx or Edgemont, in order to
protect confidential information and any other matter that either Party would
normally not reveal to Third Parties, the arbitrators shall enter a protective
order in such form as the Parties shall stipulate or as the arbitrators shall
determine is suitable. Among other things, the protective order shall stipulate that
the arbitrators, the Parties, their counsel and expert witnesses, if any, shall
receive any information designated by either Party as “confidential” solely for
purposes of assessing the facts and law for purposes of the arbitration, and
shall not otherwise use or disclose such matter. At the request of either Party,
the protective order shall be entered as an award of the arbitration panel and
shall enable either Party to obtain the assistance of a court of competent
jurisdiction to enter equitable decrees or other relief to enforce the
provisions of the order as if it had been entered by that court. 




[EXECUTION COPY] 

16.4.5     Effect of Decision. The decision of
the arbitrators shall state the reason for the award and shall be final, binding
and conclusive upon the Parties, after the award is subject to judicial review
as provided under the Federal Arbitration Act, by a court of competent
jurisdiction in the United States. The Parties shall comply with such decision
in good faith as if it were a final decision of a court. Judgment upon the award
shall be entered in any court of competent jurisdiction. Any award made in
connection with any arbitration shall be made in Dollars. 

16.4.6     Rights of Third Parties.
Notwithstanding the agreement to arbitrate any dispute between IntelGenx and
Edgemont, in the event that a controversy or claim between IntelGenx and
Edgemont involves an adjudication of the rights of a Third Party, and that Third
Party does not agree to submit to arbitration and would under Rule 19(a) of the
Federal Rules of Civil Procedure, if feasible, be joined as an indispensable
Party, then the dispute shall be brought to, and determined by, a court of the
competent jurisdiction 

16.4.7     Interim Relief. Upon the
application of either Party to this Agreement, regardless of whether or not an
arbitration, mediation or attempt to settle amicably has yet been initiated, all
courts having jurisdiction over one or more of the Parties are authorized to:
(a) issue and enforce in any lawful manner such temporary restraining orders,
preliminary injunctions and other interim measures of relief as may be necessary
to prevent harm to a Party’s interests or as otherwise may be appropriate
pending the conclusion of arbitration proceedings pursuant to this Agreement;
and (b) enter and enforce in any lawful manner such judgments for equitable
relief as may be necessary to prevent harm to a Party’s interests or
as otherwise may be appropriate following the issuance of arbitral awards
pursuant to this Agreement 




[EXECUTION COPY] 

16.4.8     Costs of Arbitration. Each Party
shall be responsible for its own expenses associated with any arbitration
proceeding hereunder, except that the Parties agree to share the arbitrators’
fees equally, and except that the arbitrators shall award to the prevailing
party (to be paid by the other party) its reasonable attorneys and other fees
and costs of the arbitration. 

16.5     Notices. All notices or other communications
that are required or permitted hereunder will be in writing and delivered
personally with acknowledgement of receipt, sent by electronic mail (provided
receipt is acknowledged), facsimile (and promptly confirmed by personal
delivery, registered or certified mail or overnight courier as provided herein),
sent by nationally-recognized overnight courier or sent by registered or
certified mail, postage prepaid, return receipt requested, addressed as follows:


If to IntelGenx, to: 

President and CEO, 
IntelGenx Corp.

6425 Abrams 
Ville St-Laurent (Quebec) H4S 1X9 
Canada Phone: +1
514-331-7440 

If to Edgemont, to: 

Doug Saltel, President and CEO,

Edgemont Pharmaceuticals, LLC. 
7000 North MoPac Expressway, Suite 200

Austin, TX 78731, 
USA, 
Phone: +1 512-550-8555 




[EXECUTION COPY] 

or to such other address as the Party to who notice is to be
given may have furnished to the other Party in writing in accordance herewith.
Any such communication will be deemed to have been given (i) when delivered, if
personally delivered, (ii) on the business day (on the receiving end) after
dispatch, if sent by nationally-recognized overnight courier (third business day
if sent internationally), (iii) on the third business day following the date of
mailing, if sent by mail (fifth business day if sent internationally) and (iv)
on the first business day (on the receiving end) after being sent by facsimile
or if sent by electronic mail followed by facsimile. It is understood and agreed
that Section 16.5 is not intended to govern the day-to-day business
communications necessary between the Parties in performing their duties, in due
course, under the terms of this Agreement. 

16.6     Entire Agreement; Modifications. This
Agreement sets forth and constitutes the entire agreement and understanding
between the Parties with respect to the subject matter hereof and all prior
agreements, understanding, promises and representations, whether written or
oral, with respect thereto, including the term sheet executed between the
Parties dated November 14, 2011, are superseded hereby. Each Party confirms that
it is not relying on any representations or warranties of the other Party except
as specifically set forth herein. No amendment, modification, release or
discharge will be binding upon the Parties unless in writing and duly executed
by authorized representatives of both Parties. 

16.7     Relationship of the Parties. It is expressly
agreed that the Parties will be independent contractors of one another and that
the relationship between the Parties will not constitute a partnership, joint
venture or agency.

16.8     Waiver. Any term or condition of this
Agreement may be waived at any time by the Party that is entitled to the benefit
thereof, but no such waiver will be effective unless set forth in a written
instrument duly executed by or on behalf of the Party waiving such term or
condition. Any such waiver will not be deemed a waiver of any other right or
breach hereunder.

16.9     Counterparts. This Agreement may be
executed in two (2) or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.




[EXECUTION COPY] 

16.10     No Third Party Beneficiaries. The
representations, warranties, covenants and agreements set forth in this
Agreement are for the sole benefit of the Parties hereto and their successors
and permitted assigns, and they will not be construed as conferring any rights
on any other parties.

16.11     Further Assurances. Each Party will
duly execute and deliver, or cause to be duly executed and delivered, such
further instruments and do and cause to be done such further acts and things,
including the filing of such assignments, agreements, documents and instruments,
as may be necessary to carry out the provisions and purposes of this Agreement.


16.12     Force Majeure. Neither party shall be
responsible to the other for failure or delay in performing any of its
obligations under this Agreement or for other non-performance hereof but only to
the extent that such delay or non-performance is occasioned by a cause beyond
the reasonable control and without fault or negligence of such party, including,
but not limited to earthquake, fire, flood, explosion, discontinuity in the
supply of power, court order or governmental interference, act of God, strike or
other labor trouble, act of war or terrorism and provided that such party will
inform the other party as soon as is reasonably practicable and that it will
entirely perform its obligations immediately after the relevant cause has ceased
its effect. If any such force majeure event continues for a continuous period of
12 months, the Party whose performance is not prevented by such event may
terminate this Agreement with immediate effect by providing the other Party with
written notice. 

IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the
Effective Date. 

	IntelGenx Corp. 	Edgemont Pharmaceuticals Inc. 
	Signature: ____________________	Signature: ____________________
	Name: ____________________	Name: ____________________
	Title: ____________________	Title:
____________________