ex454





  EXHIBIT
4.54








GRID PROMISSORY NOTE

 


 

 


  Dated:
September 13, 2019

 




1.

FOR VALUE RECEIVED, the undersigned,
INTELLIPHARMACEUTICS CORP.
(the “Borrower”), hereby promises to pay
on demand to, or to the order of, Dr. Isa Odidi and Dr. Amina
Odidi (the “Lenders”) the unpaid principal
balance of the aggregate amount of any and all advances or any
other form of financial assistance of any nature or kind whatsoever
(collectively, “Advances”), made by the Lenders,
directly or indirectly, to the Borrower as recorded by the Lenders
on the grid attached hereto as Schedule A.





 




2.

Prepayment—The Borrower will be
entitled to prepay the Advances, in whole or in part, at any time
prior to a demand being made by the Lenders, without any notice
being given to the Lenders and without any bonus or penalty being
paid to the Lenders.





 




3.

Currency and Payment—Any money to
be paid pursuant to this promissory note must be paid by bank
draft, certified cheque or electronic transfer of immediately
available funds payable to the Lenders, in lawful Canadian
currency.





 




4.

Grid Promissory Note—This
promissory note shall secure a running account and, notwithstanding
that the principal sum may be reduced to zero, this promissory note
shall continue in full force and effect with respect to any
Advances of any principal amounts made thereafter.





 




5.

Notices and Demands—Any demand or
notice to be made or given in connection with this promissory note
will be in writing and will be personally delivered to an officer
or responsible employee of the Borrower or the Lenders or sent by
facsimile, e-mail, or functionally equivalent electronic means,
charges (if any) prepaid, at or to any address, electronic address,
or facsimile number, as the case may be, as the Borrower or the
Lenders may designate to the other in accordance with this
provision. Any demand or notice which is personally delivered will
be deemed to have been validly and effectively given on the date of
delivery if that date is a business day, and the delivery was made
during normal business hours; otherwise, it will be deemed to have
been validly and effectively given on the business day next
following the date of delivery. Any demand or notice which is
transmitted by facsimile, e-mail, or functionally equivalent
electronic means will be deemed to have been validly and
effectively given on the date of transmission if that date is a
business day and the transmission was made during normal business
hours of the recipient; otherwise, it will be deemed to have been
validly and effectively given on the business day next following
the date of transmission.





 




6.

Amendments—No amendment or waiver
of any provision of this promissory note or consent to any
departure by the Borrower from any provision of this promissory
note is effective unless it is in writing and signed by the
Lenders, and then the amendment, waiver or consent is effective
only in the specific instance and for the specific purpose for
which it is given.





 




7.

Governing Law—This promissory note
will be governed by and construed in all respects in accordance
with the laws of the Province of Ontario and the laws of Canada
applicable in that Province.





 




8.

Time of the Essence—Time will in
all respects be of the essence of this promissory
note.





 



 







 





 




9.

Assignment—The Borrower will not
be permitted to assign this promissory note, in whole or in part,
without the prior written consent of the Lenders. The Lenders may
assign (including by way of security) this promissory note, in
whole or in part, without the prior written consent of the
Borrower. This promissory note will be binding upon the successors
and permitted assigns of the Borrower and will enure for the
benefit of the Lenders and its successors and assigns.





 


The
Borrower has executed this promissory note effective
September 13, 2019.

 


 

 


INTELLIPHARMACEUTICS
CORP.






Per: 
/s/ Greg
Powell



   
    Name: Greg Powell



   
    Title: CFO


 






 








 










 



Schedule A

 


	


Date

	


Amount Borrowed

	


Amount Repaid

	


Principal Balance Unpaid

	


Initials


	


September 13, 2019

	


C$56,500.00

	
 

	
 

	
 


	


September 17, 2019

	


C$147,386.40