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






THIS SUPPLEMENTAL AGENCY AGREEMENT is made on this 8th
day of August, 2017. 

BETWEEN: 

	(1) 	
      IntelGenx Technologies Corp. (the
      “Corporation”);

	 	 
	(2) 	
      Desjardins Securities Inc. (the “Lead
    Agent”);

	 	 
	(3) 	
      Laurentian Bank Securities Inc. (“Laurentian”);
      and

	 	 
	(4) 	
      Echelon Wealth Partners Inc. (“Echelon” and,
      collectively with the Lead Agent and Laurentian, the
    “Agents”).



WHEREAS: 

	A. 	
      The Agents and the Corporation entered into an agency
      agreement dated June 28, 2017 (the “Agency Agreement”) in respect
      of the issue and offer for sale by the Corporation of a minimum of
      $5,000,000 and a maximum of $10,000,000 aggregate principal amount of
      Debentures, the whole upon and subject to the terms set forth in the
      Indenture (the “Offering”).

	 	 
	B. 	
      In connection with the Offering, the Corporation prepared
      and filed the Final Prospectus and all other necessary documents
      concurrently with the execution of the Agency Agreement in order to
      create, authorize and issue the Debentures and to qualify the Debentures
      for distribution to the public in each of the Qualifying Jurisdictions and
      has obtained the Final Receipt in respect thereto.

	 	 
	C. 	
      Further in connection with the Offering, the Agents were
      appointed by the Corporation to act as sole agents to the Corporation to
      effect the sale of the Debentures on behalf of the Corporation on a best
      efforts basis to Purchasers in the Qualifying Jurisdictions and, in
      consideration for such services, the Corporation paid the Agents the
      Agents’ Fee, the whole as set forth in the Agency Agreement.

	 	 
	D. 	
      Following the execution of the Agency Agreement and the
      filing of the Final Prospectus, the Corporation issued an aggregate
      principal amount of $6,838,000 of Debentures at the Offering Price (the
      “Initial Offering”) on July 12, 2017 (the “Initial Offering
      Closing Date”) to Purchasers in the Qualifying
Jurisdictions.

	 	 
	E. 	
      The Corporation and the Agents wish to complete a
      supplemental offering of an aggregate principal amount of $762,000
      Debentures at the Offering Price (the “Supplemental Offering”) on
      the date hereof (the “Supplemental Offering Closing Date”) and
      enter into this supplemental agency agreement (the “Supplemental Agency
      Agreement”) to reconfirm each party’s rights and obligations under,
      and the terms and conditions of, the Supplemental
  Offering.



NOW THEREFORE for good and valuable consideration
mutually given and received, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed and declared as follows: 




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ARTICLE 1 
DEFINED TERMS AND SUPPLEMENT TO AGENCY
AGREEMENT

This Supplemental Agency Agreement is supplemental to the
Agency Agreement, and the Agency Agreement shall henceforth be read in
conjunction with this Supplemental Agency Agreement and all the provisions of
the Agency Agreement, except only insofar as the same same may be inconsistent
with the express provisions hereof, shall apply and shall have the same effect
as if all the provisions of the Agency Agreement and of this Supplemental Agency
Agreement were contained in one instrument, and the expressions used herein
shall have the same meaning as ascribed to the corresponding expressions in the
Agency Agreement. All capitalized terms contained in this Supplemental Agency
Agreement and not otherwise defined in this Supplemental Agency Agreement
(including the recitals hereto) shall have the same meanings given to them in
the Agency Agreement.

ARTICLE 2 
APPOINTMENT OF AGENTS 

The Corporation hereby reconfirms the appointment of the Agents
upon and subject to the terms and conditions set forth in the Agency Agreement
to continue to act as agents in connection with the Supplemental Offering and
the Agents hereby agree to act as agents of the Corporation, to effect the sale
of the Debentures pursuant to the Supplemental Offering on behalf of the
Corporation on a best efforts basis to Purchasers in the Qualifying
Jurisdictions. In consideration for the Agents’ services to the Corporation in
connection with the Supplemental Offering, the Corporation agrees to pay the
Agents’ on the Supplemental Offering Closing Date the Agents’ Fee equal to 6% of
the gross proceeds raised from the sale of the Debentures pursuant to the
Supplemental Offering. The Agents agree with the Corporation and each of them
that the aggregate Agents’ Fee shall be allocated as follows: (a) 67.5% of the
aggregate Agents’ Fee shall be allocated to the Lead Agent; (b) 22.5% of the
aggregate Agents’ Fee shall be allocated to Laurentian, and (c) 10.0% of the
aggregate Agents’ Fee shall be allocated to Echelon.

ARTICLE 3 
CLOSING 

The closing of the Supplemental Offering (the “Supplemental
Closing”) shall be completed on the Supplemental Offering Closing Date at
8:00 a.m. (Montreal time) or such other time on the Supplemental Offering
Closing Date as the Corporation and the Lead Agent may agree upon in writing
(the “Supplemental Closing Time”) via electronic means or at the offices
of the Corporation’s Counsel in Montreal, or at such other place as the Lead
Agent, for and on behalf of itself and the other members of the Selling Group,
and the Corporation may agree upon. At or prior to the Supplemental Closing
Time, the Corporation shall arrange for an instant deposit of Debentures to or
for the account of the Agents with CDS Clearing and Depository Services Inc.
(“CDS”) against payment by the Agents to the Corporation of the proceeds
from the sale of such Debentures in connection with the Supplemental Offering
net of the Agents’ Fee, payable in cash and expenses of the Agents and the other
members of the Selling Group payable under Article 7, in lawful money of Canada
by wire transfer. The Agents shall contemporaneously deliver a receipt for such
Debentures and the Agents’ Fee and expenses.




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ARTICLE 4 
COVENANTS AND REPRESENTATIONS OF THE
AGENTS 

The Agents (for and on behalf of the Agents and the other
members of the Selling Group) hereby confirm to the Corporation that the
covenants of the Agents set forth in Article 4 of the Agency Agreement shall
continue to apply in connection with the Supplemental Offering.

ARTICLE 5 
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE CORPORATION 

The Corporation hereby confirms to the Agents (for and on
behalf of the Agents and the other members of the Selling Group) that the
covenants of the Corporation set forth in Article 8 of the Agency Agreement
shall continue to apply in connection with the Supplemental Offering. 

ARTICLE 6 
CONDITIONS TO CLOSING 

	6.1 	
      The obligations of the Agents on the Supplemental
      Offering Closing Date shall be subject to the performance by the
      Corporation of its obligations hereunder and the following additional
      conditions, which conditions the Corporation covenants to exercise its
      commercially reasonable best efforts to have fulfilled on or prior to the
      Supplemental Offering Closing Date and which conditions may be waived in
      writing in whole or in part by the Agents:




	 	(a) 	
      Necessary Filings: the Corporation will have made
      or obtained the necessary filings, approvals, consents and acceptances to
      or from, as the case may be, the Securities Commissions, the SEC and the
      TSXV (subject to the Standard Listing Conditions) required to be made or
      obtained by the Corporation in connection with the Supplementary Offering,
      on terms which are acceptable to the Corporation and the Agents, acting
      reasonably, prior to the Supplemental Offering Closing Date, it being
      understood that the Agents will do all that is reasonably required to
      assist the Corporation to fulfil this condition;

	 	 	 
	 	(b) 	
      TSXV Acceptance: the Debentures issued and sold
      pursuant to the Supplemental Offering, including the underlying Common
      Shares, will have been accepted for listing by the TSXV, subject only to
      the satisfaction by the Corporation of Standard Listing
  Conditions;

	 	 	 
	 	(c) 	
      Board Authorization: the Corporation’s board of
      directors will have authorized and approved this Supplemental Agency
      Agreement, the sale and issuance of the Debentures pursuant to the
      Supplemental Offering and the issuance of Common Shares upon the
      conversion of the Debentures issued and sold pursuant to the Supplemental
      Offering, and all matters relating to the foregoing;

	 	 	 
	 	(d) 	
      Legal Opinions: the Agents shall have received at
      the Supplemental Closing Time a customary legal opinion from the
      Corporation’s Canadian Counsel and the Corporation’s U.S. Counsel (or
      other local counsel to the Corporation, as applicable) covering the laws
      of the Qualifying Jurisdictions and U.S.
federal securities laws, addressed to the Agents and the Selling Group
Members, in which counsel may rely as to matters of fact, on certificates of the
Corporation’s officers and other documentation standard for legal opinions in
transactions of a similar nature, in form and substance acceptable to the
Agents, acting reasonably, with respect to the following matters with such
opinions being subject to usual and customary assumptions and qualifications,
including the qualifications set out below:







- 4 - 

	 	(i) 	
      the Corporation being a corporation incorporated and
      existing under the laws of Delaware and having all requisite corporate
      power and capacity to enter into this Supplemental Agency Agreement and to
      perform its obligations hereunder;

	 	 	 
	 	(ii) 	
      the Corporation is a reporting issuer or the equivalent
      in each of the Qualifying Jurisdictions and not in default under the
      Securities Laws in the Qualifying Jurisdictions;

	 	 	 
	 	(iii) 	
      the authorized share capital of the
Corporation;

	 	 	 
	 	(iv) 	
      the Corporation having all necessary corporate power and
      capacity: (i) to execute and deliver this Supplemental Agency Agreement
      and perform its obligations under this Supplemental Agency Agreement, and
      (ii) to create and issue the Debentures issued and sold pursuant to the
      Supplemental Offering and to issue the Common Shares upon conversion of
      the Debentures issued and sold pursuant to the Supplemental Offering in
      accordance with the terms of the Indenture;

	 	 	 
	 	(v) 	
      all necessary corporate action having been taken by the
      Corporation to authorize the execution and delivery of this Supplemental
      Agency Agreement and the performance of its obligations hereunder and as
      to the Supplemental Agency Agreement having been duly authorized, executed
      and delivered on behalf of the Corporation, and constituting a legal,
      valid and binding obligation of the Corporation, enforceable against the
      Corporation in accordance with its terms, subject to standard assumptions
      and qualifications;

	 	 	 
	 	(vi) 	
      the Common Shares issuable upon the conversion of the
      Debentures issued and sold pursuant to the Supplemental Offering have been
      validly reserved for issuance by the Corporation and, upon the payment of
      the exercise price therefor and the issue thereof, the Common Shares will
      be validly issued as fully paid and non-assessable Common
Shares;

	 	 	 
	 	(vii) 	
      the execution and delivery of this Supplemental Agency
      Agreement, the performance by the Corporation of its obligations hereof
      and the issuance, sale and delivery of the Debentures pursuant to the
      Supplemental Offering and the issuance of the Common Shares on conversion
      of the Debentures issued and sold pursuant to the Supplemental Offering
      does not and will not (as the case may be) conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
whether after notice or lapse of time or both (i) the provisions of the
applicable laws of the jurisdiction of incorporation of the Corporation, and
(ii) the constating documents and by-laws of the Corporation; 







- 5 - 

	 	(viii) 	
      all necessary documents having been filed, all requisite
      proceedings having been taken and all approvals, permits, authorizations
      and consents of the appropriate regulatory authority in each of the
      Qualifying Jurisdictions (and, if applicable, the other Selling
      Jurisdictions) having been obtained by the Corporation to qualify the
      distribution of the Debentures issued and sold pursuant to the
      Supplemental Offering and the issuance of the Common Shares upon
      conversion of the Debentures issued and sold pursuant to the Supplemental
      Offering in accordance with the terms thereof in each of the Qualifying
      Jurisdictions (and, if applicable, the other Selling Jurisdictions)
      through or to investment dealers or brokers registered under the
      applicable securities laws who have complied with the relevant provisions
      of such applicable securities laws and the terms of such registrations;
      and

	 	 	 
	 	(ix) 	
      the Debentures issued and sold pursuant to the
      Supplemental Offering and the underlying Common Shares having been
      accepted for listing on the TSXV, subject to the Standard Listing
      Conditions;




	 	(e) 	
      Bring Down Auditors’ Comfort Letter: the Agent
      shall have received at the Supplemental Closing Time a letter dated the
      Supplemental Offering Closing Date from the Corporation’s Auditors
      addressed to the Agents, the Corporation and the directors of the
      Corporation, in form and substance satisfactory to the Agent and Agents’
      Counsel, acting reasonably, confirming the continued accuracy of the
      comfort letter to be delivered to the Agents pursuant to Section 2.5(b) of
      the Agency Agreement with such changes as may be necessary to bring the
      information in such letter forward to within two Business Days of the
      Supplemental Offering Closing Date, which changes shall be acceptable to
      the Agent and Agents’ Counsel, acting reasonably;

	 	 	 
	 	(f) 	
      Corporate Certificate: the Agent shall have
      received at the Supplemental Closing Time certificates dated the
      Supplemental Offering Closing Date, signed by an appropriate officer of
      the Corporation addressed to the Agents and the Selling Group Members,
      with respect to: (i) the articles and by-laws of the Corporation, and (ii)
      the authorizing resolutions relating to the distribution of the Debentures
      issued and sold pursuant to the Supplemental Offering in each of the
      Qualifying Jurisdictions, allotment, issue (or reservation for issue) and
      sale of the Debentures issued and sold pursuant to the Supplemental
      Offering and the underlying Common Shares, and the authorization,
      execution and delivery of this Supplemental Agency Agreement and the other
      agreements and transactions contemplated by this
  Agreement;







- 6 - 

	 	(g) 	
      Closing Certificate: the Agents shall have
      received at the Supplemental Closing Time a certificate or certificates
      dated the Supplemental Offering Closing Date, and signed on behalf of the
      Corporation by two senior officers of the Corporation addressed to the
      Agents and the Selling Group Members certifying for and on behalf of the
      Corporation, after having made due enquiry and after having carefully
      examined the Prospectus, that:




	 	(i) 	
      the Corporation has duly complied with all covenants and
      satisfied in all material respects all the terms and conditions in this
      Supplemental Agency Agreement on its part to be performed or satisfied at
      or prior to the Supplemental Closing Time;

	 	 	 
	 	(ii) 	
      no order, ruling or determination having the effect of
      suspending the sale or ceasing, suspending or restricting the trading of
      the Debentures or any other securities of the Corporation in the United
      States or any of the Qualifying Jurisdictions (or, if applicable, the
      other Selling Jurisdictions) has been issued or made by any stock
      exchange, securities commission or regulatory authority and is continuing
      in effect and no proceedings, investigations or enquiries for that purpose
      have been instituted, are pending or, to the knowledge of such officers,
      are contemplated or threatened under Securities Laws or by any other
      regulatory authority;

	 	 	 
	 	(iii) 	
      other than the Offering and the Supplemental Offering,
      there has been no material change or change in a material fact contained
      in the Prospectus, the U.S. Final Prospectus or any Supplementary Material
      which fact or change is or may be, of such a nature as to result in a
      misrepresentation in the Prospectus, the U.S. Final Prospectus or any
      Supplementary Material or which would result in the Prospectus not
      complying with applicable Canadian Securities Laws or the U.S. Final
      Prospectus or Registration Statement not complying with applicable
      requirements of the U.S. Securities Act; and

	 	 	 
	 	(iv) 	
      the representations and warranties of the Corporation
      contained in the Agency Agreement are true and correct in all material
      respects (except for representations and warranties subject to a
      materiality qualification, which are true and correct in all respects) as
      of the Supplemental Closing Time, with the same force and effect as if
      made at and as of the Supplemental Closing Time (other than those which
      are in respect of a specific date, which shall be accurate in all material
      respects as of such date), after giving effect to the transactions
      contemplated by this Supplemental Agency
Agreement;



and the statements in such certificate
or certificates shall be true and accurate in all material respects. Any
certificate signed by any officer on behalf of the Corporation and delivered to
the Agents or Agents’ Counsel in connection with the Supplemental Offering shall
be deemed to be a representation and warranty by the Corporation as to matters
covered thereby to the Agents; and 




- 7 - 

	 	(h) 	
      Transfer Agent Certificate: the Agents and the
      Selling Group Members shall have received at the Supplemental Closing Time
      a certificate from the Transfer Agent dated the Supplemental Offering
      Closing Date and signed by an authorized officer of the Transfer Agent,
      confirming the issued share capital of the
Corporation.



ARTICLE 7 
EXPENSES 

The Corporation shall pay all expenses of or incremental to the
Supplemental Offering, including, but not limited to: (a) the costs of the
Corporation’s counsel, auditors and other advisors, (b) the costs of printing,
filing fees, stock exchange fees and similar incidental expenses, (c) the
reasonable fees of the Agents’ legal counsel plus reasonable disbursements and
applicable taxes, and (d) the reasonable pre-approved “out of pocket” expenses
of the Agents. The Agents’ expenses, including the fees and disbursements of its
counsel, shall be payable on the Supplemental Offering Closing Date, subject to
the prior receipt of appropriate supporting documentation by the Corporation.


All or part of the amount payable under this Agreement may be
subject to the federal Goods and Services Tax, Harmonized Sales Tax and/or
applicable provincial sales tax (collectively, “Tax”). Where Tax is
applicable, an additional amount equal to the amount of Tax owing or paid will
be charged to the Corporation. 

ARTICLE 8 
GENERAL 

	8.1 	
      Time shall be of the essence of this Supplemental Agency
      Agreement.

	 	 
	8.2 	
      This Supplemental Agency Agreement shall be governed by
      and construed in accordance with the laws of the Province of Québec and
      the laws of Canada applicable therein.

	 	 
	8.3 	
      All funds referred to in this Supplemental Agency
      Agreement shall be in Canadian dollars unless otherwise stated
    herein.

	 	 
	8.4 	
      Unless herein otherwise expressly provided, any notice,
      request, direction, consent, waiver, extension, agreement or other
      communication that is required to or may be given or made hereunder shall
      be in and shall be sufficiently given if delivered personally, or via
      email to such party, as follows:




	 	(a) 	
      in the case of the Corporation:

	 	 	 
	 		
      IntelGenx Technologies Corp. 

	 	 	6425 Abrams 
	 	 	Ville St. Laurent, Québec, H4S
1X9



	 	Attention: 	André Godin 
	 	Email: 	andre@intelgenx.com 






- 8 - 

with a copy (for information purposes
only and not to constitute notice) to: 

McCarthy Tétrault LLP 
1000, De La
Gauchetière Street West 
Montréal, Québec H3B 0A2 

	 	Attention: 	Philippe Leclerc and Fraser Bourne 
	 	Email: 	pleclerc@mccarthy.ca and fbourne@mccarthy.ca
  


and 

Dorsey & Whitney LLP 
TD Canada
Trust Tower 
Brookfiled Place, 161 Bay Street, Suite 4310 
Toronto,
Ontario M5J 2S1 

	 	Attention: 	Richard Raymer 
	 	Email: 	raymer.richard@dorsey.com




	 	(b) 	
      in the case of the Agents and the Selling Group
      Members:

	 	 	 
	 		
      Desjardins Securities Inc. 1170 Peel Street, Suite 300
      Montreal, Québec H3B 0A9




	 	Attention: 	Frédéric Beausoleil 
	 	Email: 	frederic.beausoleil@desjardins.com
  


with a copy (for information purposes
only and not to constitute notice) to: 

Osler, Hoskin & Harcourt LLP

1000 De La Gauchetière Street West, Suite 2100 
Montreal, Québec 
H3B
4W5 

	 	Attention: 	François Paradis 
	 	Email: 	fparadis@osler.com 


Any such notice, direction or other
instrument, if delivered personally, shall be deemed to have been given and
received on the day on which it was delivered, provided that if such day is not
a Business Day then the notice, direction or other instrument shall be deemed to
have been given and received on the first Business Day next following such day
and if transmitted by fax or email, shall be deemed to have been given and
received on the day of its transmission, provided that if such day is not a
Business Day or if it is transmitted or received after the end of normal
business hours then the notice, direction or other instrument shall be deemed to
have been given and received on the first Business Day next following the day of
such transmission. 




- 9 - 

		
      Any party hereto may change its address for service from
      time to time by notice given to each of the other parties hereto in
      accordance with the foregoing provisions.

	 	 
	8.5 	
      If any provision of this Supplemental Agency Agreement
      shall be adjudged by a competent authority to be invalid or for any reason
      unenforceable in whole or in part, such invalidity or unenforceability
      shall not affect the validity, enforceability or operation of any other
      provision of this Supplemental Agency Agreement and such void or
      unenforceable provision shall be severable from this Supplemental Agency
      Agreement.

	 	 
	8.6 	
      Except as required by law or as deemed necessary to the
      Corporation in connection with legal or regulatory proceedings, the
      written or verbal advice or opinions of the Agents and the Selling Group
      Members, including any background or supporting materials or analysis,
      will not be publicly disclosed or referred to or provided to any third
      party by the Corporation without the prior written consent of the Agents
      (for and on behalf of the Agents and the Selling Group Members), in each
      specific instance such consent not to be unreasonably withheld. The Agents
      (for and on behalf of the Agents and the Selling Group Members) expressly
      disclaim any liability or responsibility by reason of any unauthorized
      use, publication, distribution of or reference to any written or verbal
      advice or opinions or materials provided by the Agents or the Selling
      Group Members or any unauthorized reference to the Agents, the Selling
      Group Members or this Agreement.

	 	 
	8.7 	
      The Corporation agrees that the Agents and the Selling
      Group Members may, subsequent to the announcement of the Supplemental
      Offering, make public its involvement with the Corporation in the
      Supplemental Offering, including the right of the Agents or the Selling
      Group Members, as applicable, at its own expense to, following completion
      of the Supplemental Offering, place advertisements describing its services
      to the Corporation in financial, news or business publications.

	 	 
	8.8 	
      The Corporation acknowledges that it has retained the
      Agents under this Supplemental Agency Agreement and the Agency Agreement
      solely to provide the services set forth in such agreements. In rendering
      such services, the Agents will act as independent contractors, and the
      Agents owe their duties arising out of this Supplemental Agency Agreement
      and the Agency Agreement solely to the Corporation and to no other person.
      The Corporation acknowledges that nothing in this Supplemental Agency
      Agreement or the Agency Agreement is intended to create duties to the
      Corporation beyond those expressly provided for in this Supplemental
      Agency Agreement and the Agency Agreement, and the Agents, the Selling
      Group Members and the Corporation specifically disclaim the creation of
      any partnership, joint venture, fiduciary, agency or non- contractual
      relationship between, or the imposition of any partnership, joint venture,
      fiduciary, agency or non- contractual duties on, either party. Except as
      set out in Article 11 of the Agency Agreement, nothing in this
      Supplemental Agency Agreement or the Agency Agreement is intended to
      confer upon any other person any rights or remedies under this
      Supplemental Agency Agreement and the Agency Agreement or by reason of
      this Supplemental Agency Agreement and the Agency Agreement. For greater
      certainty, the Agents and the Selling Group Members will not provide any
      legal, tax, accounting or regulatory advice, either pursuant to this
      Supplemental Agency Agreement or the Agency Agreement or otherwise. The
      Corporation will be solely responsible for engaging
and instructing such legal, tax, accounting and regulatory
professionals as it deems necessary for purposes of the subject matter of this
Supplemental Agency Agreement and the Agency Agreement. 







- 10 - 

	8.9 	
      This Supplemental Agency Agreement may be executed by any
      one or more of the parties to this Supplemental Agency Agreement by
      facsimile or electronic transmission and in any number of counterparts,
      each of which shall be deemed to be an original, and all such counterparts
      together shall constitute one and the same instrument.

	 	 
	8.10 	
      This Supplemental Agency Agreement and the Agency
      Agreement shall constitute the entire agreements between the parties with
      respect to the subject matter of this Supplemental Agency Agreement and
      the Agency Agreement and shall not be changed, modified or rescinded,
      except in writing signed by the parties.

	 	 
	8.11 	
      The parties hereto have required that this agreement and
      all documents and notices related thereto and/or resulting therefrom be
      drawn up in English only. Les parties aux présentes ont exigé que la
      présente convention ainsi que tous les documents et avis qui s’y
      rattachent et/ou découleront soient rédigés en langue anglaise
      seulement.



[Signature page follows] 




Would you kindly confirm the agreement of the Corporation to
the foregoing by executing this Agreement and thereafter returning such executed
copy to the Agents. 

Yours truly, 

	DESJARDINS SECURITIES INC. 	 	LAURENTIAN BANK SECURITIES
      INC. 
	 	 	 	 	 
	 	 	 	 	 
	By: 	(s)
      Frédéric Beausoleil 	 	By: 	(s) Mathieu Seguin 
	 	Name Frédéric Beausoleil 	 		Name: Mathieu Seguin 
	 	Title: Director, Investment Banking 	 		Title: Director, Investment Banking 
	 	 	 	 	 
	 	 	 	 	 
	ECHELON WEALTH PARTNERS INC. 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	(s)
      David Cusson 	 	 	 
	 	Name: David Cusson 	 	 	 
	 	Title: Chief Executive Officer 	 	 	 


Accepted and agreed to as of the date first written above.


	INTELGENX TECHNOLOGIES INC. 
	 	 	 
	 	 	 
	By: 	(s) Horst G. Zerbe 
	 	Name: 	Dr. Horst G. Zerbe 
	 	Title: 	President and Chief Executive 
	 	 	Officer