INTELGENX TECHNOLOGIES CORP.

6420 Abrams
Ville St-Laurent, Quebec H4S 1Y2

March 29,October 16, 2023

Dear Shareholder:

You are cordially invited to attend the 2023 AnnualSpecial Meeting of Shareholders (the "Special Meeting") of IntelGenx Technologies Corp. (the "Company"), which will be held at 11:00 a.m. Eastern Time, on Tuesday, May 9,November 28, 2023 as a virtual meeting only. Shareholders wishing to attend the virtual Special Meeting online must register in advance at Register.proxypush.com/IGXT prior to the deadline of 5:00 p.m. Eastern Time on May 5,November 24, 2023. In order to attend the virtualSpecial Meeting, shareholders will be required to enter the control number found on their proxy card or voting instruction form included in your proxy materials. Upon completing the shareholder registration, shareholders will receive further instructions via email, including unique links that will allow shareholders to attend the virtualSpecial Meeting and to vote online. Shareholders will be able to submit questions for the Special Meeting at the time of registration by using the box provided during the registration process only.

Details of the business to be conducted at the Special Meeting are provided in the attached Notice of AnnualSpecial Meeting and Proxy Statement. Included with the Proxy Statement is a copy of the Company's 2022 Annual Report. We encourage you to read the Annual Report, which includes information on the Company's operations, markets and products, as well as the Company's audited financial statements.

Whether or not you plan to attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting. Therefore, I urge you to vote your shares as soon as possible. Instructions in the proxy card will tell you how to vote by internet,Internet, or by returning your proxy card by mail. The Proxy Statement explains more about proxy voting. Please read it carefully.

I look forward to meeting those of you who will be able to attend the virtualSpecial Meeting, and I appreciate your continued support of our Company.

Sincerely,

/s/ Horst ZerbeDwight Gorham
Dr. Horst G. ZerbeDwight Gorham
Chairman, Chief Executive Officer

INTELGENX TECHNOLOGIES CORP.

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 9,NOVEMBER 28, 2023

To the Shareholders of IntelGenx Technologies Corp.:

NOTICE IS HEREBY GIVEN that the 2023 AnnualSpecial Meeting of Shareholders (the "Special Meeting") of IntelGenx Technologies Corp., a Delaware corporation ("IntelGenx" or the "Company"), will be held on Tuesday, May 9,November 28, 2023 at 11:00 a.m. Eastern Time as a virtual meeting only. Shareholders wishing to attend the virtualSpecial Meeting online must register in advance at Register.proxypush.com/IGXT prior to the deadline of 5:00 p.m. Eastern Time on May 5,November 24, 2023. In order to attend the virtualSpecial Meeting, shareholders will be required to enter the control number found on their proxy card or voting instruction form included in your proxy materials. Upon completing the shareholder registration, shareholders will receive further instructions via email, including unique links that will allow shareholders to access the meetingSpecial Meeting and vote online. Shareholders will be able to submit questions for the Special Meeting by using the box provided during the registration process only. You will not be able to attend the Special Meeting in person.

Pursuant to the rules adopted by each of the Securities and Exchange Commission (the "SEC") and the Canadian securities regulatory authorities (pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101")), we have elected to provide access to our Special Meeting materials, which include this Proxy Statement, and our Annual Report for the year ended December 31, 2022 (the "Annual Report"), over the internetInternet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability of Proxy Materials to our stockholdersshareholders of record as of March 13,October 2, 2023 (the "Record Date") for the first time on or about March 29,October 16, 2023. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the Special Meeting materials and will also contain instructions on how to request a printed copy of the Special Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Annual Report so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date.

We encourage you to log into the Special Meeting at least 15 minutes prior to the commencement of the Meeting.meeting. You may begin to log into the Special Meeting Virtual Platform beginning at 10:45 a.m. Eastern Time on Tuesday May 9,November 28, 2023. The Special Meeting will begin promptly at 11:00 a.m. Eastern Time.Time If you encounter any difficulties with the Virtual Platform on the day of the Meeting, callspecial meeting, navigate to the toll free number providedFAQ guide linked in your meeting access email.  There you will find answers to common questions as well as a toll free number for further assistance. Support will be available starting at 10:00 a.m. Eastern Time on May 9,November 28, 2023 and will remain available until the Special Meeting has finished.

The Special Meeting is being held for the following purposes:

1. To elect eight directorsamend the Company's Certificate of Incorporation to increase the authorized common stock from 450,000,000 shares of common stock to 580,000,000 shares of common stock;

2. To approve (i) for purposes of complying with Section 607(e) of the Toronto Stock Exchange ("TSX") Company Manual, the conversion of notes (the "Subsequent Notes") issuable to atai Life Sciences AG ("atai") pursuant to the Company's Boardsubscription by atai (the "Subsequent atai Subscription") for 750 units (the "Subsequent Units") comprised of DirectorsSubsequent Notes and warrants (the "Subsequent Warrants") and conversion of notes (the "Call Option Notes") issuable to serve until the next Annual Meetingatai upon exercise of Shareholdersa right (the "Call Option"), at any time prior to August 31, 2026, to purchase up to 7,401 units (the "Call Option Units") comprised of Call Option Notes and warrants (the "Call Option Warrants") at a price of US$0.185 per share of common stock of the Company (each, a "Share") which conversion price may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time of issuance of the Subsequent Notes and the Call Option Notes, respectively, (ii) for purposes of complying with Section 607(e) of TSX Company Manual, the payment of interest (the "Interest") payable to atai pursuant to the second amended and restated loan agreement effective as of September 30, 2023 among the Company, IntelGenx Corp. and atai (the "Second Loan Agreement") in Shares at a price of US$0.185 per Share, which may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time such Interest becomes due, and (iii) for purposes of complying with Section 607(i) of the TSX Company Manual, the exercise of Subsequent Warrants and Call Option Warrants at an exercise price of US$0.26 per Share, which may be less than the market price of the Shares at the time of issuance of the Subsequent Warrants and the Call Option Warrants, respectively;

3. To approve for purposes of complying with Section 607(g)(i) of the TSX Company Manual, the issuance of Shares in excess of 24.99% of the issued and outstanding Shares in connection with (i) the non-brokered private placement (the "Offering") of units (the "Initial Units") announced on August 31, 2023 (upon conversion of the notes comprising part of the Initial Units (the "Initial Notes"), exercise of the warrants comprising part of the Initial Units (the "Initial Warrants") and/or until their successors are duly elected and qualified;

2. To ratify the appointmentpayment of Richter LLPinterest on the Initial Notes in Shares, as the Company's Independent Registered Public Accountantscase may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be), and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares);

4. To approve for purposes of complying with Section 607(g)(ii) of the 2023 fiscal year;TSX Company Manual, the issuance of Shares to "insiders" of the Company (as such term is defined in the policies of the TSX) in excess of 9.99% of the issued and outstanding Shares pursuant to (i) the Offering (upon conversion of the Initial Notes, exercise of the Initial Warrants and/or the payment of interest on the Initial Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares); 

3.5. To vote on a non-binding, advisory proposal to approve the compensationadjournment of the named executive officers;Special Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals; and

4.6. To consider and transact such other business as may properly come before the Special Meeting and any adjournments thereof.

The foregoing items are more fully described in the Proxy Statement, which is attached and made a part of this Notice.

The Company's Board of Directors has fixed the close of business on March 13,October 2, 2023 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the Special Meeting and any adjournments thereof.

PLEASE PROMPTLY VOTE OVER THE INTERNET AS DESCRIBED ON THE ENCLOSED PROXY CARD, OR COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION.

It is desirable that as many shareholders as possible be represented, in personvirtually or by proxy, at the Special Meeting. Consequently, whether or not you now expect to be present,attend the Special Meeting, please execute and return the enclosed proxy. You have the power to revoke your proxy at any time before it is exercised, and the giving of a proxy will not affect your right to vote in person if you attend the Special Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSALS 1-31-5 SET FORTH HEREIN.

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INTELGENX TECHNOLOGIES CORP.

6420 Abrams
Ville St-Laurent, Quebec H4S 1Y2

PROXY STATEMENT

2023 ANNUALSPECIAL MEETING OF SHAREHOLDERS

May 9,TUESDAY, NOVEMBER 28, 2023

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of IntelGenx Technologies Corp. (the "Company") for use at the Company's AnnualSpecial Meeting of Shareholders to be held virtually on Tuesday, May 9,November 28, 2023, and at any adjournment thereof (the "Special Meeting"). Further, solicitation of proxies may be made personally, by post or by telephone by regularly employed officers (each an "Officer" and collectively, the "Officers") and other employees of the Company, who will receive no additional compensation for such solicitation. The Company also engaged Innisfree M&A Incorporated ("Innisfree") to provide consulting, analytical and proxy solicitation services in connection with the Special Meeting. This solicitation may be undertaken personally, by mail or by telephone. Innisfree will receive a fee of $15,000, plus out-of-pocket costs and expenses, for its services.

Only shareholders of record (each a "Shareholder" and collectively, the "Shareholders") at the close of business on March 13,October 2, 2023 (the "Record Date") are entitled to vote at the Special Meeting. As of the Record Date, there were 174,646,197174,658,097 issued and outstanding shares of the Company's common stock (the "Common Stock"). Each outstanding share of Common Stock is entitled to one vote on all matters properly coming before the Special Meeting. All properly executed, unrevoked proxies on the enclosed form of proxy that are received in time will be voted in accordance with such Shareholder's instructions and, unless contrary directions are given, will be voted "FOR""FOR" each of the threefive proposals described herein (each a "Proposal" and collectively the "Proposals"). Anyone giving a proxy may revoke it at any time before it is exercised by giving the Board written notice of the revocation, by submitting a proxy bearing a later date or by attending and voting at the virtualSpecial Meeting.

If a Shareholder attends and votes at the virtual meeting,Special Meeting, they will be considered to have attended and voted "in person."person". The presence in personvirtually at the virtual meetingSpecial Meeting or by properly executed proxy of holders representing one third of the issued and outstanding shares of the Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Special Meeting. Assuming a quorum is present at the Special Meeting, and the approval of directors of the Board (each a "Director" and collectively, the "Directors"), Proposal 1 presented herein requires the approval of a majority of the shares of Common Stock outstanding as of the Record Date. Abstentions will have no effect on Proposal 1 in tabulations of the votes cast on this proposal. Proposal 2presented herein requires the approval of a majority of the votes cast by Shareholders entitled to vote and present virtually or represented by proxy at the Special Meeting, other than the votes cast by atai Life Sciences AG ("atai"). Proposals 1 through 3 and 5 presented herein require the approval of a majority of the votes cast by shareholdersShareholders entitled to vote and present in personvirtually or represented by proxy at the Special Meeting. Proposal 4 presented herein requires the approval of a majority of the votes cast by Shareholders entitled to vote and present virtually or represented by proxy at the Special Meeting, other than the votes cast by insiders participating directly or indirectly in the transactions described under "Financing Transactions" below. A majority of votes cast means that the number of votes cast "FOR" a matter exceeds the number of votes cast "AGAINST" that matter. Votes cast by proxy or in person at the virtualSpecial Meeting will be tabulated by our transfer agent, Pacific Stock Transfer Company, which will act as inspector of elections and which will determine whether or not a quorum is present. Shares of Common Stock represented by proxies that are marked "abstain" will be included in the determination of the number of shares present and voting for purposes of determining the presence or absence of a quorum for the transaction of business. Abstentions are not counted as voted either "for" or "against" Proposals 1, 2 and 3through 5 in tabulations of the votes cast on these proposals.

The Board has adopted and approved each of the Proposals set forth herein and recommends that the Company's Shareholders vote "FOR" Proposals 1 2 and 3.

Copies of the Company's Annual Report for the fiscal year ended December 31, 2022 (the "2022 Fiscal Year"), including the audited financial statements set forth therein, which is incorporated by reference into this Proxy Statement and made a part hereof, are being made electronically available to all Shareholders of record at the close of business on March 13, 2023.through 5.

This Proxy Statement, the accompanying Notice of Meeting and the form of proxy have been first sent to the Shareholders on or about March 29,October 19, 2023.

The date of this Proxy Statement is March 29,October 16, 2023

INSTRUCTIONS FOR THE VIRTUALSPECIAL MEETING

The Special Meeting will be in a completely virtual format and will be conducted by way of a live audio webcast through the Virtual Platform. There will be no physical Special Meeting location.

How to Attend

You are entitled to attend and participate in the Special Meeting if you were a shareholderShareholder as of the close of business on March 13,October 2, 2023, the record date,Record Date, or hold a valid proxy for the meeting.Special Meeting. In order to attend the Special Meeting, you must register in advance at https://register.proxypush.com/IGXT prior to the deadline of May 5,November 24, 2023 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Special Meeting and will permit you to submit questions at the time of registration. The meetingSpecial Meeting webcast will begin promptly at 11:00 a.m. Eastern Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures.

If you hold your shares of Common Stock as a record holder (that is, your shares are in your name), you can register to attend the Special Meeting at https://register.proxypush.com/IGXT by using the control number found on your proxy card. If you hold your shares in "street name" (that is, your shares are held of record by a broker, bank or other nominee), you will receive a control number from your broker, bank or other nominee which you can use to register at https://register.proxypush.com/IGXT. In either case, once you have registered to attend, you will receive further instructions via email, including your unique links that will allow you access to the Special Meeting and will permit you to submit questions at the time of registration. If you hold your shares of Common Stock as a record holder, you will be able to vote your shares at the Special Meeting provided you register in a timely basis. However, if you hold your shares in "street name,"name", in order to vote your shares at the meetingSpecial Meeting you will need to follow the procedures set forth in the section below "Voting at the Meeting."Special Meeting".

Voting at the Special Meeting

To vote at the Special Meeting, you must register in advance at https://register.proxypush.com/IGXT prior to the deadline of May 5,November 24, 2023 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Special Meeting. If you are a shareholderShareholder of record, you can vote at the virtualSpecial Meeting by accessing the meetingSpecial Meeting website and entering the control number found on your proxy card and following the instructions on the website for voting at the Special Meeting.

If your shares are registered in the name of your broker, bank or other agent, you are the "beneficial owner" of those shares and those shares are considered as held in "street name."name". If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, in order to vote in person at the virtualSpecial Meeting, you must, in addition to registering in advance at https://register.proxypush.com/IGXT, obtain a valid legal proxy from your broker, bank or other agent and then register to vote at the Special Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank, to request a legal proxy form. After obtaining a valid legal proxy from your broker, bank or other agent, to then register to vote at the Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to alamb@PacificStockTransfer.com. You may also mail or fax proof of your legal proxy to:

Pacific Stock Transfer Company
Attn: Angela L. Lamb
6725 Via Austi Parkway, Suite 300
Las Vegas, NV 89119
Fax: 702-433-1979

Requests for registration must be labeledlabelled as "Legal Proxy" and be received no later than May 5,November 24, 2023. You will receive a confirmation of your registration by email after we receive your registration materials, including instructions for voting at the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING

1. WHY AM I RECEIVING THESE MATERIALS?

We have made this Proxy Statement and Proxy Cardproxy card available to you on the internetInternet or, upon your request, have delivered printed proxy materials to you, because the Board of Directors is soliciting your proxy to vote at the Special Meeting, including any adjournments or postponements thereof. You are invited to attend the Special Meeting online; however, you are not required to attend the Special Meeting in order to vote your shares. Instead, you may simply complete, sign and return the Proxy Card,proxy card, or follow the instructions below to submit your proxy over the telephone or on the internet.Internet.

This Proxy Statement, the Notice of Internet Availability of Proxy Materials, the Notice of AnnualSpecial Meeting and accompanying Proxy Cardproxy card were first made available for access by our stockholdersShareholders on or about March 29,October 16, 2023 to all stockholdersShareholders of record entitled to vote at the Special Meeting.

2. WHAT IS A PROXY?

It is your legal designation of another person to vote the Common Stock that you own. That other person is called a "proxy.""proxy". If you designate someone as your proxy in a written document, that document is also called a "proxy" or a "proxy card." Each of Dr. Horst G. Zerbe, Chairman of the Board, and Chief Executive Officer, and Andre Godin, President and Chief Financial Officer, has been designated as a proxy for the Special Meeting.

3. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?

The record dateRecord Date for the Special Meeting is March 13,October 2, 2023. The record dateRecord Date is established by the Company as required by the Delaware General Corporation Law and our Bylaws.by-laws. Shareholders (registered shareholders and street name holders) at the close of business on the Record Date are entitled to:

(a) receive notice of the Special Meeting; and

(b) vote at the Special Meeting and any adjournments or postponements of the Special Meeting.

4. WHAT IS THE DIFFERENCE BETWEEN A REGISTERED SHAREHOLDER AND A SHAREHOLDER WHO HOLDS STOCK IN STREET NAME?

If your shares of Common Stock are registered in your name on the books and records of our transfer agent, you are a registered Shareholder.

If your shares of Common Stock are held for you in the name of your broker or bank, your shares are held in street name. The answer to Question 16Questions 12 and 14 below describes brokers' discretionary voting authority and when your bank or broker is permitted to vote your shares of Common Stock without instructions from you.

5. WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON STOCK?

(a) Vote by Internet:

All Shareholders can vote by Internet as instructed on the proxy card.

(b) In Writing:

All Shareholders can vote by mailing in their completed proxy card (in the case of registered shareholders)Shareholders) or their completed vote instruction form (in the case of street name holders).

(c) At the virtualSpecial Meeting:

All Shareholders may vote online at the virtualSpecial Meeting (unless they are street name holders without a legal proxy).

6. HOW CAN I REVOKE A PROXY?

You can revoke a proxy prior to the completion of voting at the Special Meeting by:

(a) giving written notice to our Corporate Secretary;

(b) delivering a later-dated proxy; or

(c) voting at the virtualSpecial Meeting.

7. WHAT ARE THE VOTING CHOICES WHEN VOTING ON DIRECTOR NOMINEES, AND WHAT VOTE IS REQUIRED TO ELECT DIRECTORS?

When voting on the election of director nominees to serve until the 2024 Annual Meeting of Shareholders, Shareholders may:

(a) vote "FOR" a specific nominee;

(b) vote "AGAINST" a specific nominee; or

(b) "ABSTAIN" from voting as to a specific nominee.

In accordance with our Bylaws and the Delaware General Corporation Law, directors will be elected if  a majority of the votes cast at the Meeting are "FOR" a nominee's election at the Meeting; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors will be elected by a plurality of the votes of the shares of Common Stock represented in person or by proxy at any meeting of shareholders held to elect directors and entitled to vote on such election of directors. A majority of votes cast means that the number of votes cast "FOR" a director's election exceeds the number of votes cast "AGAINST" that director's election (with abstentions and broker non-votes not counted as a vote cast either "FOR" or "AGAINST" that director's election). Our Board recommends a vote "FOR" all of the nominees.

8. WHAT ARE THE VOTING CHOICES WHEN VOTING ON THE RATIFICATION OF THE SELECTION OF RICHTER LLP, AND WHAT VOTE IS REQUIRED TO RATIFY ITS SELECTION?

When voting on the ratification of the selection of Richter LLP as our independent registered public accounting firm, Shareholders may:

(a)  vote "FOR" the ratification;

(b) vote "AGAINST" the ratification; or

(c) "ABSTAIN" from voting on the ratification.

The selection of Richter LLP as our independent registered public accounting firm will be ratified if a majority of the votes cast at the Meeting are "FOR" the proposal. Our Board recommends a vote "FOR" this proposal.

9. WHAT ARE THE VOTING CHOICES WHEN VOTING TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ON AN ADVISORY, NON-BINDING BASIS, AND WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?

When voting to approve the compensation of our named executive officers on an advisory, non-binding basis, Shareholders may:

(a) vote "FOR" the approval of named executive officer compensation;

(b) vote "AGAINST" the approval of named executive officer compensation; or

(c) "ABSTAIN" from voting on the approval of named executive officer compensation.

The compensation for our named executive officers will be approved, on an advisory, non-binding basis, if a majority of the votes cast at the Meeting are "FOR" the proposal. Our Board recommends a vote "FOR" this proposal.

10. WHO IS ENTITLED TO VOTE?

You may vote if you owned stock as of the close of business on March 13, 2023.October 2, 2023, the Record Date for the Special Meeting. Each share of our Common Stock is entitled to one (1) vote.

11.8. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that your shares are registered differently or that you have multiple accounts with brokers or our transfer agent. Please vote all of these shares. We recommend that you contact your broker or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent for the Proxy Service is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119, Tel. 702-361-3033.

12.9. WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?

If your shares are registered in your name, they will not be voted unless you submit your proxy card, or vote in person at the Special Meeting. If your shares are held in street name, see "What is a Broker Non-Vote?" below regarding the ability of banks, brokerage firms or other such holders of record to vote the uninstructed shares of their customers or other beneficial owners in their discretion, under some circumstances.

13.10. WHAT ARE THE VOTING CHOICES?

When voting to approve Proposals 1 through 5, Shareholders may:

(a) vote "FOR" the proposal;

(b) vote "AGAINST" the proposal; or

(c) "ABSTAIN" from voting on the proposal.

Please refer to Proposals 1 through 5 below for the vote required with respect to each proposal.

11. WHAT IF A SHAREHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY?

Shareholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, proxies whichthat are signed and returned or submitted by e-mail will be voted "FOR" the election of all director nominees, "FOR" the proposal to ratify the selection of Richter LLP and "FOR" the compensation of named executive officers.Proposals 1 through 5.

12. WHAT IS A BROKER NON-VOTE?

If you are the beneficial owner of shares held in street name, you should instruct the organization which holds your shares how to vote your shares. If you do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on "routine" matters but cannot vote on "non-routine" matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."non-vote".

At the Special Meeting, the election of directorswe believe that Proposals 1 and the advisory vote on executive compensation5 are "routine" matters and Proposals 2 through 4 are "non-routine" matters and the ratification of the auditors is a "routine" matter.matters. For additional information on the impacteffect of broker non-votes, see Question 1514 below.

15.13. WHAT IS AN ABSTENTION?

An abstention is a Shareholder's affirmative choice to decline to vote on a proposal. Under applicable rules, abstentions willmay or may not be included in the vote totals and will not affect the outcome of the vote on Proposals 1-3.totals.

16.14. WHAT IS THE EFFECT OF BROKER NON-VOTES AND ABSTENTIONS?

On Proposal 1 (election(the increase in authorized Common Stock), we believe that broker non-votes and abstentions will have the same effect as votes against this proposal. We believe that Proposal 1 would be considered a "routine" matter. If you hold shares of directors)our Common Stock in street name, in the absence of timely directions, we believe that your broker will have discretion to vote your shares on Proposal 1.

On Proposal 2 (the approval of pricing terms), we believe that broker non-votes and abstentions will not be included in vote totals and will not affect the outcome of the vote.

On Proposal 2 (ratification3 (the issuance of auditors)shares in excess of 24.99%), abstentions will not be included in vote totals and will not affect the outcome of the vote.

On Proposal 3 (advisory vote on executive compensation),we believe that broker non-votes and abstentions will not be included in vote totals and will not affect the outcome of the vote.

17.On Proposal 4 (the issuance of shares to "insiders" in excess of 9.99%), we believe that broker non-votes and abstentions will not be included in vote totals and will not affect the outcome of the vote.

On Proposal 5 (the adjournment proposal), we believe that broker non-votes and abstentions will have the same effect as votes against this proposal. We believe that Proposal 5 would be considered a "routine" matter. If you hold shares of our Common Stock in street name, in the absence of timely directions, we believe that your broker will have discretion to vote your shares on Proposal 5.

15. HOW MANY VOTES MUST BE PRESENT TO HOLD THE SPECIAL MEETING?

To hold the Special Meeting and conduct business, one third of our issued and outstanding shares of Common Stock entitled to vote as of March 13,October 2, 2023 must be present or represented by proxy at the Special Meeting. As of the date of this Notice of AnnualSpecial Meeting and Proxy Statement, 174,646,197174,658,097 shares of our Common Stock were issued and outstanding and entitled to vote. Shares representing one third of our Common Stock must be present. This is called a "quorum.""quorum".

Votes are counted as present at the Special Meeting if the Shareholder either:

(a) attends and votes at the virtualSpecial Meeting; or

(b) has properly voted by internetInternet or submitted a proxy card.

18.16. WHERE CAN I FIND THE VOTING RESULTS OF THE SPECIAL MEETING?

We will announce preliminary voting results at the Special Meeting and publish final results on a current report filed on Form 8-K within four business days ofpromptly following the end of the Special Meeting and by issuing a press release.

17. UNDER WHAT CIRCUMSTANCES WOULD THE SPECIAL MEETING BE ADJOURNED?

The Special Meeting may be adjourned in the absence of a quorum for the purpose of obtaining a quorum. In the event that the necessary quorum to transact business, the chairman of the Special Meeting may adjourn the Special Meeting with respect to the proposals, or the persons named as proxies may propose one or more adjournments of the Special Meeting, in accordance with applicable law, to permit further solicitation of proxies with respect to such proposals.

Any adjournment may be made without notice, other than by an announcement made at the Special Meeting, by the affirmative vote of a majority of the voting shares present in person or by properly executed proxy at the Special Meeting.

20.18. WHO CAN HELP ANSWER YOUR QUESTIONS

If you have any questions about any of the proposals to be presented at the Special Meeting or how to submit your proxy, or if you need additional copies of this Proxy Statement or the enclosed proxy card or voting instructions, you should contact:

INTELGENX TECHNOLOGIES CORP.
6420 Abrams
Ville St-Laurent, Quebec H4S 1Y2
Telephone: 514-331-7440
Facsimile: 514-331-0436
Email: ingrid@intelgenx.com
Attention: Ingrid Zerbe

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE SHAREHOLDER SPECIAL MEETING TO
BE HELD ON MAY 9,NOVEMBER 28, 2023:

This proxy statement and the Annual Report
Proxy Statementfor the fiscal year ended
December 31, 2022 are is available at
www.annualgeneralmeetings.com/igxt2023https://annualgeneralmeetings.com/igxtsp2023

FINANCING TRANSACTIONS

On August 31, 2023, the Company announced the closing of the first tranche of a non-brokered private placement (the "Offering") of units ("Units") for aggregate gross proceeds of approximately US$3 million, including US$750,000 to be received by the Company pursuant to the Subsequent atai Subscription (as defined below) once the General Shareholder Approval and the Insider Shareholder Approval (each as defined below) have been obtained.

Until October 13, 2023, IntelGenx could complete one or more additional closings of the Offering, up to the sum of US$2,970,000 and C$1,400,000 in aggregate gross proceeds (inclusive of the atai Proceeds (as defined below)). Pursuant to the Offering, (i) United States subscribers could subscribe for Units (the "US Units") at a price of US$1,000 per US Unit, each US Unit being comprised of a US$1,000 principal amount convertible promissory note (the "US Notes") and 5,405 common stock purchase warrants (the "US Warrants"); and (ii) Canadian and other subscribers located outside the United States could subscribe for Units (the "Cdn Units") at a price of C$1,000 per Cdn Unit, each Cdn Unit being comprised of a C$1,000 principal amount convertible promissory note (the "Cdn Notes" and, together with the US Notes, the "Notes") and 4,000 common stock purchase warrants (the "Cdn Warrants" and, together with the US Warrants, the "Warrants").

The US Notes and Cdn Notes are convertible into shares of common stock of the Company (the "Shares") at the option of the holder at a price of US$0.185 (the "US Conversion Price") and C$0.25 per Share, respectively, at anytime following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears, with first payment due September 30, 2023 and every 3 months thereafter. The US Warrants and the Cdn Warrants entitle the holders thereof to purchase Shares at a price of US$0.26 (the "US Exercise Price") and C$0.35 per Share, respectively, for a period of 3 years following their issuance. The US Conversion Price and the US Exercise Price represented a 19% premium and 67% premium, respectively, to the volume weighted average price (VWAP) of the Shares on the Toronto Stock Exchange ("TSX") for the five trading days ending on August 31, 2023, the date atai entered into definitive agreements with the Company with respect to the Financing Transactions (as defined below), converted into US dollars based on the Bank of Canada exchange rate on August 31, 2023 of C$1.00 equal to US$0.7390. The Conversion Price and US Exercise Price were determined pursuant to negotiations among the Company and atai, a non-arm's length party to the Company, with reference to the market price of the Shares at such time.

atai, a significant shareholder and partner of the Company, subscribed, on August 31, 2023, to 2,220 US Units (the "Initial Units") consisting of US$2,220,000 principal amount of US Notes (the "Initial Notes") and 11,999,100 US Warrants (the "Initial Warrants") for aggregate gross proceeds to the Company of US$2,220,000 (the "Initial atai Proceeds"). In addition, atai committed to subscribe for an additional 750 US Units (the "Subsequent Units") consisting of US$750,000 principal amount of US Notes (the "Subsequent Notes") and an aggregate of 4,053,750 US Warrants (the "Subsequent Warrants") for additional aggregate gross proceeds to the Company of US$750,000 (collectively with the Initial atai Proceeds, the "atai Proceeds") on the same terms (the "Subsequent atai Subscription"), subject to the Company obtaining the General Shareholder Approval and the Insider Shareholder Approval.

The Notes and the Warrants include "blocker" provisions. See below "Shareholder Approvals". 

IntelGenx intends to use the proceeds of the Offering to fund the Company's wholly-owned Canadian subsidiary, continuing formulation and development efforts related to ongoing collaborations between IntelGenx and atai as well as working capital and expenses related to the Offering.

Amendment to the Amended and Restated Loan Agreement and Second Amended and Restated Loan Agreement

On August 31, 2023, the Company entered into an amending agreement (the "Amending Agreement") in respect of the amended and restated loan agreement dated as of September 14, 2021 (the "Loan Agreement") between the Company, as borrower, and atai, as lender with respect to a secured loan in the amount of US$8,500,000, bearing interest at 8% pursuant to which, among other things, the maturity date of the Loan Agreement was extended from January 5, 2024 to January 5, 2025, and the Company granted additional security to atai over any non-licensed intellectual property of the Company (the "Loan Amendment").

Effective as of September 30, 2023, the Company and atai entered into a second amended and restated loan agreement amending and restating the Loan Agreement (the "Second Loan Agreement") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding (the "Interest") under the Second Loan Agreement into Shares at the US Conversion Price (the "Conversion Feature"). The Second Loan Agreement includes the same "blocker" provisions as those included in the Notes and the Warrants (see below "Shareholder Approvals").

Call Option

Effective September 30, 2023, the Company and atai entered into an amendment (the "Subscription Agreement Amendment") to the subscription agreement entered into by and between the Company and atai in connection with the Offering, to provide atai, subject to obtaining TSX approval and the Shareholder Approvals (as defined below), with the right (the "Call Option") to purchase up to an additional 7,401 US Units (the "Call Option Units") at any time prior to August 31, 2026. The Call Option Units, to the extent atai exercises the Call Option in whole or in part, will be issued on the same terms as the US Units, including with respect to the US Conversion Price, maturity date and interest rate on the Notes (the "Call Option Notes"), as well as the number of Warrants (the "Call Option Warrants") issued in connection therewith, exercisable at the US Exercise Price. The Subscription Agreement Amendment provides that (i) the issuance of any Call Option Units will result in a corresponding reduction in atai's remaining purchase right pursuant to the amended and restated securities purchase agreement dated May 14, 2021 (the "2021 Purchase Right"), which such 2021 Purchase Right to be reduced by the maximum number of Shares issuable in connection with such Call Option Units (assuming the conversion of the principal amount outstanding under the Call Option Notes comprising part of such Call Option Units, and the exercise of all Call Option Warrants comprising part of such Call Option Units), and (ii) in the event that the 2021 Purchase Right has been fully or partially exercised such that the aggregate number of Shares issued thereunder together with the number of Shares issuable in accordance with the Call Option would exceed 100,000,000, the number of Shares that may be issued in connection with the Call Option will be reduced such that the aggregate number of Shares issuable in accordance with the Call Option does not exceed 100,000,000. In addition, pursuant to the Subscription Agreement Amendment, the number of Shares available under the 2021 Purchase Right was reduced from 130,000,000 Shares to 100,000,000 Shares, such that in no event shall the aggregate number of Shares issuable in accordance with the Call Option and the 2021 Purchase Right exceed 100,000,000.

The Offering, the Subsequent atai Subscription, the Loan Amendment, the Second Loan Agreement implementing the Conversion Feature and the grant of the Call Option pursuant to the Subscription Agreement Amendment are collectively referred to herein as the "Financing Transactions".

The US Conversion Price applicable to the conversion of the Notes (including the Subsequent Notes and the Call Option Notes, subject to the Company obtaining the Pricing Shareholder Approval (as defined below)) and to the conversion of the principal and, subject to the Company Obtaining the Pricing Shareholder Approval, outstanding Interest pursuant to the Second Loan Amendment, into Shares is subject to customary anti-dilution adjustments from time to time. The US Exercise Price applicable to the exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval) is subject to customary anti-dilution adjustments from time to time.

Shareholder Approvals

The Notes and the Warrants include "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the rules of the TSX, (i) the aggregate number of Shares issuable in connection with the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be) is limited to 43,664,524 Shares, which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date hereof (the "General Cap"), and (ii) the aggregate number of Shares that may be issued to "insiders" of the Company (as such term is defined in the policies of the TSX) pursuant to the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), is limited to 17,465,809 Shares, which equals 9.99% of the issued and outstanding Shares as of the date hereof (the "Insider Cap").

The Second Loan Agreement includes "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the rules of the TSX, (i) the aggregate number of Shares issuable in connection with the Offering (upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval) and/or the payment of the interest on the Notes in Shares, as the case may be) and the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature) is limited to the General Cap, and (ii) the aggregate number of Shares that may be issued to "insiders" of the Company (as such term is defined in the policies of the TSX) pursuant to the Offering (upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval) and/or the payment of the interest on the Notes in Shares, as the case may be) and the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature), is limited to the Insider Cap.

At the Special Meeting, the Company is seeking:

(i) disinterested Shareholder approval of (i) the conversion of Subsequent Notes and the Call Option Notes at a price of US$0.185 per Share, which may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time of issuance of the Subsequent Notes and Call Option Notes, as applicable, in accordance with Section 607(e) of the TSX Company Manual, (ii) the payment of Interest in Shares at a price of US$0.185 per Share, which may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time such Interest becomes due, in accordance with Section 607(e) of the TSX Company Manual, and (iii) the exercise of Subsequent Warrants and Call Option Warrants at an exercise price of US$0.26 per Share, which may be less than the market price of the Shares at the time of issuance of the Subsequent Warrants and Call Option Warrants, as applicable, in accordance with Section 607(i) of the TSX Company Manual (the "Pricing Shareholder Approval").

(ii) Shareholder approval to the issuance of Shares in connection with (i) the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature) above the General Cap, in accordance with Section 607(g)(i) of the TSX Company Manual (the "General Shareholder Approval"); and

(iii) disinterested Shareholder approval to the issuance of Shares to "insiders" of the Company (as such term is defined in the policies of the TSX), pursuant to (i) the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature) above the Insider Cap, in accordance with Section 607(g)(ii) of the TSX Company Manual (the "Insider Shareholder Approval" and, together with the Pricing Shareholder Approval and the General Shareholder Approval, the "Shareholder Approvals").

The Financing Transactions are, by their terms, cross-conditional and rely on the Company obtaining each of the Shareholder Approvals. Should the Company fail to obtain any of the Pricing Shareholder Approval, the General Shareholder Approval or the Insider Shareholder Approval, the Company would be deemed in default of its obligations under the Loan Amendment, Second Loan Agreement, the Notes, the Subscription Agreement Amendment and the Warrants.

Potential Dilution

As of the date hereof, without obtaining the Shareholder Approvals, (1) the aggregate number of Shares issuable in connection with (i) the Offering (upon conversion of the Initial Notes, exercise of the Initial Warrants and/or the payment of interest on the Initial Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature)  is limited to 43,664,524 Shares, which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date hereof and (2) the aggregate number of Shares that may be issued to "insiders" of the Company (as such term is defined in the policies of the TSX), pursuant to (i) the Offering (upon conversion of the Initial Notes, exercise of the Initial Warrants and/or the payment of interest on the Initial Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature), is limited to 17,465,809 Shares, which equals 9.99% of the issued and outstanding Shares as of the date hereof.

The number of Shares issuable upon conversion of the principal amount of Notes (including the Subsequent Notes and the Call Option Notes, subject to the Company obtaining the Pricing Shareholder Approval) does not represent the maximum number of Shares issuable under the Notes. In addition to the Shares issuable upon conversion of the principal amount of Notes (including the Subsequent Notes and the Call Option Notes, subject to the Company obtaining the Pricing Shareholder Approval) at the US Conversion Price, a greater number of Shares may be issuable in the event the Company elects to pay interest on the Notes in Shares (subject to prior approval of the TSX), depending on the market price of the Shares at the time of such election.

The following table sets out potential dilution scenarios, assuming (i) receipt of the Shareholder Approvals, (ii) conversion of the Notes (including the Subsequent Notes and the Call Option Notes), (iii) exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants), (iv) conversion of the principal outstanding under the Second Loan Agreement into Shares, (v) payment of the Interest accrued and outstanding under the Second Loan Agreement in Shares and (vi) payment of interest on the Notes (including the Subsequent Notes and the Call Option Notes) in Shares at the indicative market prices set out below (representing the lower, higher and median closing prices of the Shares on TSX during the 12-month period ended August 31, 2023, all as converted into US dollars based on the Bank of Canada exchange rate on August 31, 2023 of C$1.00 equal US$0.7390).

Notes:

(1) As of August 31, 2023.

(2) Based on term of three years to maturity, assuming payment of all interest in Shares.

(3) Based on maximum Interest payable to maturity, assuming payment of all Interest due from the date of the Second Loan Agreement in Shares.

(4) Excluding potential dilution resulting from the exercise by atai, in whole or in part, of the 2021 Purchase Rights, as may be adjusted upon the issuance of Call Option Units.

atai and the Company did not enter and will not enter into any voting trust or similar agreement in connection with the Financing Transactions.

Related Party Transactions

atai is an insider of the Company as a result of its beneficial ownership of, or control or direction over, directly or indirectly, greater than 10% of the outstanding Shares. The participation of atai in the Offering, the Loan Amendment, the Second Loan Agreement, the Subsequent atai Subscription and the grant of the Call Option, both considered independently as well as together as a whole, constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") which, absent any available exemption, would require a formal valuation and minority approval under MI 61-101. No other insiders are participating in the Financing Transactions, and the Financing Transactions will not result in the creation of a new insider or otherwise materially affect control of the Company, as atai is currently deemed to be a control person of the Company.

In connection with the Offering, atai purchased 2,220 Initial Units, and agreed to purchase an additional 750 Subsequent Units upon the satisfaction of certain conditions. In connection with the Second Loan Agreement, atai has been granted the right to convert, at its option, the principal and, subject to the Company obtaining the Pricing Shareholder Approval, accrued Interest outstanding under the Second Loan Agreement into a maximum of 56,435,098 Shares. Subject to obtaining the Shareholder Approvals, atai will have the right at any time prior to August 31, 2026, pursuant to the Call Option, to purchase up to 7,401 Call Option Units. See "Potential Dilution". 

Immediately prior to the Offering, atai had ownership and control over 37,300,000 Shares representing approximately 21.4% of the issued and outstanding Shares, on a non-diluted basis. Assuming (i) receipt of the Shareholder Approvals, (ii) conversion of the Notes (including the Subsequent Notes and the Call Option Notes), (iii) exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants), (iv) conversion of the principal outstanding under the Second Loan Agreement into Shares, (v) payment of the Interest accrued and outstanding under the Second Loan Agreement in Shares and (vi) payment of interest on the Notes (including the Subsequent Notes and the Call Option Notes) in Shares at the median indicative market price of US$0.1774 per Share as set out under "Potential Dilution" above, but excluding potential dilution resulting from the exercise by atai, in whole or in part of the 2021 Purchase Rights, atai would beneficially own or control in aggregate 226,895,809 Shares representing approximately 62.3% of the issued and outstanding Shares of the Company, on a partially diluted basis.

The board of directors of the Company unanimously determined that the Company may rely on the "financial hardship" exemption from the formal valuation and minority approval requirements set out in Section 5.5(g) and Section 5.7(e) of MI 61-101 with respect to such transactions, given that the Company is in serious financial difficulty, the participation of atai in the Offering, the Loan Amendment, the Second Loan Agreement, the Subsequent atai Subscription and the grant of the Call Option are designed to improve the financial position of the Company, and the exemption provided for in Section 5.5(f) of MI 61-101 is not available, as the transactions contemplated are not subject to court approval under bankruptcy or insolvency law. In addition, the Company has one or more independent directors who have determined that the terms and conditions of the participation of atai in the Offering, the Loan Amendment, the Second Loan Agreement, the Subsequent atai Subscription and the grant of the Call Option are reasonable for the Company in the circumstances and are in its best interests.

PROPOSAL 1

ELECTIONPROPOSAL TO AMEND CERTIFICATE OF DIRECTORSINCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK SHARES

General

Eight DirectorsThe Company's Certificate of Incorporation, as amended, currently authorizes the issuance of up to 450,000,000 shares of Common Stock, par value $0.00001 per share. On September 30, 2023, the Board unanimously adopted a resolution approving, subject to the approval of our shareholders, an amendment to paragraph Four of the Certificate of Incorporation, as amended (the "Amendment"), to increase the total number of shares of common stock that we are authorized to be electedissue from 450,000,000 shares to our580,000,000 shares.

The Board atbelieves that increasing the Meeting to hold office untilauthorized share capital is in the next Annual Meeting of Shareholdersbest interest of the Company and its shareholders and unanimously recommends that shareholders of the Company approve the Amendment of the Certificate of Incorporation to increase the Company's authorized Common Stock from 450,000,000 shares to 580,000,000 shares.

Text of the Proposed Amendment

We propose to amend the existing language of Fourth paragraph of the Certificate of Incorporation, as amended, as follows:

"Fourth. The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.00001. The second class of stock shall be "blank check" preferred stock, par value $0.00001. The "blank check" preferred stock, or untilany series thereof, shall have such voting powers, designations, preferences and relative, participating, optional or other special rights and qualifications, limitations, or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors pursuant to authority expressly vested in it by the provisions of this Certificate of Incorporation, provided that the matter in which such facts shall operate upon such voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.

The total number of shares of stock which is the Corporation is authorized to issue is as follows:

The additional shares of Common Stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding Common Stock. Adoption of the proposed amendment would not affect the rights of the holders of currently outstanding Common Stock, except for effects incidental to increasing the number of shares of our Common Stock outstanding, such as dilution of the earnings per share and voting rights of current holders of Common Stock, to the extent the Amendment is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary and advisable to effect the proposed amendment of the Company's Certificate of Incorporation. In addition, by voting in favor of the Amendment, you are also expressly authorizing our Board to delay for one year or abandon the Amendment to increase the number of shares of our Common Stock that we are authorized to issue from 450,000,000 to 580,000,000 shares if it determines, in its sole discretion, that such action is in the best interests of the Company and its shareholders.

Rationale for the Amendment

As of the Record Date, 174,658,097 shares of our Common Stock were issued and outstanding. In addition, 10,326,794 shares of Common Stock are reserved for issuance upon exercise of outstanding stock options under the Company's Stock Option Plan and RSU Plan, approximately 4,468,864 are reserved for future awards under our 2022 Stock Option Plan, 60,749,850 shares of Common Stock are reserved for the potential exercise of outstanding warrants, 36,560,959 shares of Common Stock are reserved for the potential conversion of outstanding convertible notes and debentures, 56,435,098 shares of Common Stock are reserved for the potential conversion of outstanding principal and interest pursuant to a loan agreement, and 100,000,000 shares of Common Stock are reserved for issuance upon exercise of outstanding call options. Without the proposed increase to the authorized share capital, the foregoing leaves 6,800,338 shares, or approximately 1.5% of the currently authorized share amount, available for future use.

The Board believes that the additional authorized shares of Common Stock will provide us with the necessary flexibility to utilize shares for various corporate purposes that may be identified in the future which are expected to enhance shareholder value. These corporate purposes may include, but are not limited to, potential strategic transactions (such as mergers, acquisitions, and other business combinations), future stock dividends, equity or equity-linked offerings and other capital-raising or financing transactions, grants and awards under the stock plan, and other types of general corporate purpose transactions. We believe that it is important to have the flexibility to issue shares of Common Stock beyond the limited amount remaining. Failure to implement the proposed Amendment could, in effect, prevent the Company from continuing the pursuit of effective strategies to access capital in the public and private markets.

The Board has not proposed the increase in the amount of authorized shares with the intention of discouraging tender offers or takeover attempts of the Company. Rather, the proposed Amendment has been prompted by business and financial considerations, as set out above, and it is the intended purpose of the proposed amendment to the Certificate of Incorporation to provide greater flexibility to the Board in considering and planning for our potential future corporate needs. However, the availability of additional authorized shares for issuance may have effect of discouraging a merger, tender offer, proxy contest, or other attempt to obtain control of the Company. There are no plans or arrangements to use the additional authorized shares other than as disclosed in this Proxy Statement.

Neither Delaware law, the Certificate of Incorporation, nor the By-laws provides for appraisal or other similar rights for dissenting shareholders in connection with the proposals in this Proxy Statement. Accordingly, our shareholders will have no right to dissent and obtain payment for their successors are elected. Assuming a quorum is present, the eight nominees receivingshares

Shareholder Vote Required

The affirmative vote of a majority of the votes cast in favoroutstanding shares of such nominee's election atCommon Stock on the Meeting will be elected as DirectorsRecord Date is required to approve the amendment of the Company untilCompany's Certificate of Incorporation. Because the next Annual Meetingaffirmative vote of Shareholdersholders of the Company or until their successors are elected. Unless marked otherwise, proxies received will be voted "FOR" the election of the nominees named below. The following pages set forth certain information concerning the nominees for election as Directors. All of the Directors have been previously elected by our Shareholders.

In the event the nominees are unable or unwilling to serve as Directors at the time of the Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced pursuant to an action by the Board in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected.

In the event a nominee is not elected by at least a majority of the votes cast by Shareholders with respect to his or her election in accordance withshares of the Company's Bylaws,Common Stock and is required for this proposal, abstentions will have the director nomineesame effect as votes against this proposal. We believe this proposal is considered a "routine" matter under applicable stock exchange rules, and we expect your broker will be considered by the Board nothave discretion to have received the support of the Shareholders, even though elected as a matter of corporate law. Such nominee must immediately submit his or her resignation to the Board, effective on acceptance by the Board. The Board will make a determinationvote your shares on the director's tendered resignationproposal. If a proxy card is signed and returned but no direction is made, the persons named in accordance with the Director Resignation Policy described under "Majority Voting Policy and Director Resignation Policy."

Shareholder Vote Requiredyour proxy will vote your shares "FOR" this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL 1 TO ELECT THE NOMINEES LISTED BELOW TO THE BOARD.1.

Listed below are the nominees for Directors, with information showing the principal occupation or employment of such nominees, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominees' business experience during the past ten years. Such information has been furnished to us by the Director nominees:

DIRECTORS AND EXECUTIVE OFFICERSPROPOSAL 2

PROPOSAL TO APPROVE PRICING TERMS

The following table sets forth certain informationAs discussed under "Financing Transactions", the Company has completed and agreed to complete a series of transactions which include, among others, the Subsequent atai Subscription, the Second Loan Agreement implementing the Conversion Feature and the grant of the Call Option pursuant to the Subscription Agreement Amendment, all of which provide for the potential issuance of Shares to atai at prices between US$0.185 and US$0.26 per Share, as the case may be.

Why does the Company need Shareholder Approval?

Our Shares are listed on the TSX, and as such, we are subject to the requirements of the TSX Company Manual.

Section 607(e) of the TSX Company Manual requires that an issuer obtain disinterested shareholder approval for a private placement where the price per listed security is lower than the market price less the applicable discount (which corresponds to a maximum discount of 25% based on the market price of the Shares as of March 28, 2023 concerning the Company's Directorsdate hereof). As the US Conversion Price applicable to the Subsequent Notes and Executive Officers. The biographies of eachthe Call Option Notes may be less than the market price of the Director nominees below contain information regardingShares less the individual's servicemaximum allowable discount permitted under the rules of the TSX at the time of issuance of the Subsequent Notes and Call Option Notes, as applicable, the Company is seeking shareholder approval to issue Shares upon conversion of the Subsequent Notes and Call Option Notes at a Director, business experience, director positions held currently orconversion price of US$0.185 per Share.  As the Conversion Feature provides for the payment of Interest payable to atai pursuant to the Second Loan Agreement in Shares at anya price of US$0.185 per Share, which may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time duringsuch Interest becomes due, the last ten years, information regarding involvementCompany is seeking shareholder approval to issue Shares in certain legal or administrative proceedings, if applicable,payment of the Interest at a price of US$0.185 per Share.

Section 607(i) of the TSX Company Manual requires that an issuer obtain disinterested Shareholder approval for a private placement where warrants may be issued at an exercise price which is less than the market price of the underlying security. As the US Exercise Price payable upon exercise of the Subsequent Warrants and the experiences, qualifications, attributes or skills that causedCall Option Warrants may be less than the Boardmarket price of the Shares at the time of issuance of the Subsequent Warrants and Call Option Warrants, as applicable, the Company is seeking shareholder approval to determine thatissue Shares upon exercise of the person should serve asSubsequent Warrants and the Call Option Warrants at a price of US$0.26 per Share.

What is the Effect on Current Shareholders if the Pricing Shareholder Approval is obtained?

If our Director.

Footnotes:

(1) Audit Committee member

(2) Compensation Committee member

(3) Corporate GovernanceShareholders approve this proposal, we will be able to issue the Subsequent Units (comprised of Subsequent Notes and Nomination Committee

(4) VPSubsequent Warrants) to atai and potentially issue Call Option Units (comprised of Canadian subsidiary IntelGenx Corp.

(5) DirectorCall Option Notes and Call Option Warrants) to atai upon receipt of Canadian subsidiary IntelGenx Corp.

All Directors hold office until the next Annual Meeting ofadditional subscription proceeds. In addition, if our Shareholders approve this proposal, we will be able to satisfy our obligation to pay accrued and until their successors have been duly elected and qualified. There are no agreements with respectoutstanding Interest pursuant to the electionSecond Loan Agreement in Shares.

If Shareholders approve this proposal, current Shareholders may experience dilution of directors. Officers are appointed annually bytheir current equity ownership in the BoardCompany. See "Potential Dilution".

What is the Effect on Current Shareholders if the Pricing Shareholder Approval is not obtained?

If this proposal is not approved, the Company would be unable to accept atai's subscription for the Subsequent Units and each executive officer serves atgrant the discretionCall Option to atai, which could lead to loss of potential future proceeds (from the sale of the Board.

Horst G. Zerbe, Ph.D.

Dr. Zerbe (76) isSubsequent Units and the founderCall Option Units and the exercise of IntelGenx Corp.the Subsequent Warrants and has been the Chief Executive Officer,Call Option Warrants) and Chairmanthe Company would be deemed in default of IntelGenx Technologies Corp. since April 2006.its obligations under the Second Loan Agreement, the Notes and the Subscription Agreement Amendment. In addition, Dr. Zerbe has served as the Chief Executive OfficerCompany would be forced to pay Interest accrued and Director of IntelGenx Corp., our Canadian Subsidiary, since 2005. He also served as President of both entities until May 2019. Dr. Zerbe retired from his positions as President and Chief Executive Officer on January 1, 2014, and atoutstanding pursuant to the request of the Board was re-appointed as President and CEO effective July 15, 2014.

Dr. Zerbe has more than 35 years' experienceSecond Loan Agreement in the pharmaceutical industry. He started his career at Schwarz Pharma and subsequently at 3M Pharmaceuticals in Germany. From 1998 to 2005, he served as the President of Smartrix Technologies Inc. in Montreal; prior thereto, from 1994 to 1998, he served as Vice President of R&D and Technology Transfer at LTS Lohmann Therapy Systems in West Caldwell, NJ. During his assignments at 3M and LTS, he gained considerable experience in the technology transfer and commercial manufacturing of transdermal as well as oral film products. Dr. Zerbe has extensive executive level experience, and has been responsible for many strategic and business initiatives. Dr. Zerbe has been involved in new drug development and the acquisition and disposition of new drug candidates and other technology, licensing and distribution matters that are likely to affect our company's own business efforts. He has published numerous scientific papers in recognized journals and holds over 30 patents.

Dr. Zerbe holds a German State Examination (Staatsexamen) and a Ph.D. in Medicinal Chemistry from the University of Marburg, Germany.cash.

Dr. Zerbe is married to Ingrid Zerbe, our Corporate Secretary.

In nominating Dr. Zerbe to serve as a director, the Board considered both Dr. Zerbe's length and breadth of industry-specific technical and business experience, and his role as founder and Chief Executive Officer of our Subsidiary, IntelGenx Corp. Dr. Zerbe was responsible for developing the vision for our company and identifying many of our current partner relationships. The Board continues to believe that his experience is a strong asset as our company encounters challenges similar to those Dr. Zerbe has been involved with at ours and other companies.

Andre Godin, CPA, CA.

Mr. Godin (60) has been our President and Chief Financial Officer since May 8, 2019. Previously, he served as our Executive Vice President and Chief Financial Officer from August 2015. Mr. Godin has more than 25 years' experience in the Biotech/Pharma industry. Most recently, from April 2014 to April 2015, he served as Interim CEO and CFO of Neptune Technologies and Bioresources Inc. and both of its subsidiaries Acasti and NeuroBioPharm. He started with Neptune in April of 2003 as Vice President, Administration and Finance and was named its CFO in 2008. Prior to joining Neptune, Mr. Godin was President of a dietary supplement corporation and a corporate controller for a pharmaceutical corporation in OTC products. Mr. Godin holds a Bachelor of Business Administration degree from the University of Quebec in Montreal.

Nadine Paiement, M.Sc.

Ms. Paiement (46) has been Vice President, Research and Development at IntelGenx Corp. since January 2016. Nadine Paiement has over 10 years of experience in pharmaceutical research and development. She has been with IntelGenx since June of 2005, where she advanced in different positions including her most recent position as Senior Director, Research and Development. Prior to joining IntelGenx, from 1999 to 2005 Ms. Paiement worked as Formulation Scientist for Smartrix Technologies.

Nadine Paiement holds a M.Sc. degree in Polymer Chemistry from Sherbrooke University, Montreal, Quebec. She is co-inventor of IntelGenx's platform technology and contributed to multiple patents and pending patent applications.

Tommy Kenny, J.D., LL.B, M.Sc.

Mr. Kenny (36) has been Vice President, Intellectual Property and Legal Affairs, General Counsel of IntelGenx Corp., since January 2021. He has been with IntelGenx since 2016, where he advanced in different positions including his most recent position as Director of Intellectual Property and Legal Affairs. In his new role, Mr. Kenny will continue to oversee IntelGenx' legal activities, including intellectual property management and cannabis-related matters.

Prior to joining IntelGenx in October 2016, from May 2012 to October 2016, Mr. Kenny was an associate at Brouillette & Partners LLP, a Montreal intellectual property boutique law firm, where he advised clients on various intellectual property and commercial matters. From 2009 to 2013 Mr. Kenney was a student of law as well as chemistry at the University of Sherbrooke.

Mr. Kenny holds a JD in common law from the University of Montreal, a LLB in civil law and a M.Sc. in chemistry from the University of Sherbrooke and a B.Sc. with honors in chemistry from Bishop's University.

David Kideckel, Ph.D. , M.B.A.

Dr. Kideckel (42) has been Sr. Vice President, Head of Corporate Development & Strategic Alliances of IntelGenx Corp., since March 2023. From August 2021 to present, Dr. Kideckel founded Kideckel Advisory Group Inc., where he advises growth-oriented companies on business and corporate development, capital markets and overall strategic initiatives. Prior to that, from October 2018 until August 2021, Dr. Kideckel served as Managing Director, Senior Institutional Equity Research Analyst at ATB Capital Markets, where he built and grew the Life Sciences Equity Research Franchise. From September 2017 until October 2018, Dr. Kideckel led the Healthcare & Biotechnology Equity Research Franchise at Beacon Securities Limited ("Beacon"), as Director of Institutional Equity Research. [Prior to joining Beacon, from August 2015 to September 2017, Dr. Kideckel was a National Medical Advisor at Alexion Pharmaceuticals, Inc. (acquired by AstraZeneca), where he led national medical affairs initiatives in rare diseases. From April 2014 to August 2015, Dr. Kideckel was Vice President, International Business Development at OtoSim Inc., where he led the company's global business development efforts.

Dr. Kideckel presently sits on the Board of Directors and serves on the Audit Committee of Pharmadrug Inc., a Canadian Company publicly traded on the Canadian Securities Exchange.

Dr. Kideckel holds a Ph.D. in Neuroscience & Statistics from the University of Toronto's Institute of Medical Science and an M.B.A. from the University of Toronto's Rotman School of Management, where he was a Canadian Institutes of Health Research Science to Business Award recipient.

J. Bernard Boudreau, QC, PC

Mr. Boudreau (78) has been a director of IntelGenx Technologies Corp. since June 2006 and Vice Chairman of the Board since March 4, 2014. From 2005 to 2008, Mr. Boudreau served as the Vice-President of Pharmeng International Inc., a pharmaceutical manufacturing and consulting company listed on the Toronto Stock Exchange. Since 2001, he has been President and CEO of Radcliffe Consulting and Investment Limited, a private consulting firm located in Halifax, N.S. From 2010 to 2013 he served on the board of directors at Pillar5 Pharma, a privately owned Canadian Company, which was also previously one of our manufacturing partners. Mr. Boudreau has also served on the board of directors of a number of public and private companies, including Export Development Canada and the Bank of Canada.

Mr. Boudreau has a distinguished record as a lawyer, businessman and public figure. His litigation experience includes successful appearances at every level of the judicial system in Nova Scotia. He was appointed as Queen's Counsel in 1985. Mr. Boudreau was first elected to the provincial legislature of Nova Scotia in 1988. He served as Chair of the Public Accounts Committee and opposition critic for Finance and Economic Development. In 1993, he was re-elected as a member of government and held responsibilities as Minister of Finance, Minister of Health, Chair of the Cabinet Priorities and Planning Committee. Mr. Boudreau served as Government Leader in the Senate of Canada and Member of the federal Cabinet between 1999 and 2001.

In deciding to nominate Mr. Boudreau, our Board considered his service as a director for a number of public and private companies and his broad experience with governance issues facing public companies. The Board also believes his extensive business and legal experience both inside and outside of our industry help him bring technical and non-technical perspectives when handling matters arising before the Board.

Bernd J. Melchers, B.A.

Mr. Melchers (71) has been a director of IntelGenx Technologies Corp. since April 2009. From January 2001 until his retirement in December 2004, Mr. Melchers was Managing Director of 3M Dyneon Holding GmbH, Germany and Global Chief Financial Officer of the world wide operating 3M Dyneon Group, a subsidiary of 3M Corporation headquartered in Minnesota. From July 1995 to December 2000, he was European Controller of 3M Medical Markets Europe in Brussels, Belgium. Prior to this, he held various senior Financial Manager positions at the Medical-Surgical Division of 3M in St. Paul, Minnesota, at 3M Health Care Products, Germany, and at 3M Pharmaceutical Products, Germany.

In deciding to nominate Mr. Melchers, the Board considered his 30-years' experience within the pharmaceutical and health care industry, together with his extensive hands-on international experience in corporate financial management. The Board also considered his extensive operational and financial expertise, as well as his track record and achievements in global financial management positons of pharmaceutical, medical and specialty chemical businesses.

Clemens Mayr

Mr. Mayr (54) has been a Director of IntelGenx Technologies Corp. since August 2015. Since 2006, he has been a partner of McCarthy Tétrault LLP, a leading Canadian national law firm. Prior thereto, Mr. Mayr was partner with Ogilvy Renault LLP from 1999 to 2006 and lawyer at this firm from 1997 to 1999. He practices in the areas of securities and corporate law, particularly in domestic and cross-border mergers and acquisitions, take-over bids and public financings, and has been involved in numerous mergers, acquisitions and financings. In the course of his practice, he has advised corporations and boards in numerous industries, including in the life-sciences and technology sectors.

Mr. Mayr was born in Innsbruck, Austria. He received his LLB in civil law from the University of Montreal in 1990 and was called to the Quebec bar in 1991.

Since February 2017, McCarthy Tétrault LLP has been acting as the Company's outside Canadian legal counsel.

In deciding to nominate Mr. Mayr, the Board considered his strong background and experience in corporate governance, M&A and capital markets. Mr. Mayr is uniquely qualified to provide guidance to the Company's executive management in the execution of its growth strategy.

Mark Nawacki, CPA, CA

Mr. Nawacki (54) has been a Director of IntelGenx Technologies Corp. since August 2016. Prior to his appointment, from February to July 2016, Mr. Nawacki was a member of the Scientific Advisory Board of IntelGenx Corp, which provides advice to the Company's management team. Since February 2015, Mark Nawacki is the President and CEO of Searchlight Pharma Inc., a Canadian-based private specialty pharmaceutical company focused on the acquisition and commercialization of innovative and unique healthcare and pharmaceutical products. He is also a director of Searchlight Pharma Inc. Prior to joining Searchlight Pharma, from September 2003 to September 2014, Mr. Nawacki served as Executive Vice President, Business and Corporate Development of Paladin Labs, where he spent over 11 years building out the Company's commercial and geographic footprint. Over the course of his 11-year tenure at Paladin, Mr. Nawacki helped shape the therapeutic focus of Paladin's Canadian business via licensing and acquisitions, and built Paladin's international expansion and emerging markets strategy.

Mr. Nawacki holds a BA in International Relations and Russian and East European Studies from the University of Toronto (Trinity) and an MBA also from the University of Toronto, and is a Canadian-designated CPA. He is a past member of the Board of Trustees of the Licensing Executive Society (USA & Canada) and is a former President and Board Member of the Canadian Healthcare Licensing Association. He also served as Chairman of the Board of Kane Biotech Inc., a Canadian Company publicly traded on the TSX Venture Exchange until February 2023.

In deciding to nominate Mr. Nawacki, the Board considered his executive management experience and his various board positions, as well as his scientific expertise, his life sciences industry experience, his business development experience and licensing transactional experience.

Frank Stegert

Frank Stegert (40) has been a director of IntelGenx Technologies Corp. since August 2021. Mr. Stegert is a Strategic Advisor to ATAI Life Sciences AG ("atai"; Nasdaq: atai), where he served as a Vice President, Investment Management & Operations and a member of the Executive Leadership since September 2020. Beyond that, he served on the board of directors at Entheogenix Biosciences Inc., TryptageniX Inc., Invyxis Inc., InnarisBio Inc., Psyber Inc., and PsyProtix Inc.. Prior to joining atai, Mr. Stegert was a Senior Vice President and the Head of Fund Banking at Deutsche Handelsbank AG, a privately owned German company, from January 2019 to June 2020, where he was responsible for Strategy and Business Development focusing on Growth Financing for fast-growing technology companies as well as investment funds. From January 2014 to June 2018, he was a Co-founder and Managing Director at 99chairs GmbH, a privately owned German platform business in the prop-tech industry where he oversaw finance, investor relations, business development, project management, and purchasing. Mr. Stegert started his professional career by gaining experience from several industry leaders including McKinsey, BMW AG, BASF SE, Bilfinger SE, Metro AG, and Siemens AG.

Mr. Stegert studied Math, Economics, and Mechanical Engineering at the Technical University of Munich (TUM). He holds a B.Sc. in Technology and Management and is an alumnus of the entrepreneurial scholarship program Manage&More by Unternehmer TUM - the center for innovation and start-ups at TUM.

Mr. Stegert became a Director pursuant to the Purchaser Rights Agreement between atai and IntelGenx Technologies Corp., dated March 14, 2021 (the "Purchaser Rights Agreement").

In deciding to nominate Mr. Stegert, the Board considered his executive management expertise as well as his background in finance and business development, particularly his experience working with fast-growing businesses.

Srinivas Rao, Ph.D. M.D.

Dr. Rao (54) has been a director of IntelGenx Technologies Corp. since August 2021. Dr. Rao is Co-Founder and Chief Scientific Officer at atai, having joined the company in April 2019. Prior to joining atai, Dr. Rao was the Chief Medical Officer at Axial Biotherapeutics, Inc., a privately owned United States company, from August 2017 to March 2019 and the Chief Medical Officer at Depomed, Inc., a publicly traded company listed on the Nasdaq stock exchange, from July 2014 to July 2017. Furthermore, he served as Executive Vice President and Head of Neuroscience at Travere Therapeutics (formerly named Retrophin), a publicly traded company listed on the Nasdaq stock exchange, from December 2013 to March 2014 and Chief Executive Officer at Kyalin Biosciences Inc., a privately owned United States company that was later acquired by Travere Therapeutics, from October 2011 to December 2013. He has held leadership positions at a number of biotechnology companies, including Kalyra Pharmaceuticals, Avelas Biosciences, Sova Pharmaceuticals, ReVision Therapeutics and Cypress Bioscience, Inc. Dr. Rao currently also serves on the board of Pastorus, CB Therapeutics and Amyriad, which are privately held companies.

Dr. Rao received his Ph.D. in Neuropharmacology, his M.D. in Internal Medicine, his M.S. in Electrical Engineering and his B.Sc in Electrical Engineering from Yale University. Furthermore, Dr. Rao has worked as a consultant for Simons Foundation Autism Research Initiative since June 2011.

Dr. Rao became a Director pursuant to the Purchaser Rights Agreement.

In deciding to nominate Dr. Rao, the Board considered his over 19 years of professional experience in the pharmaceutical and biotechnology industries. During this time, Dr. Rao gained deep knowledge about the industry through his various executive positions at companies ranging from venture-backed start-ups to vertically-integrated, publicly traded pharmaceutical companies.

Monika Trzcinska, Ph.D.

Dr. Trzcinska (56) has been a Director of IntelGenx Technologies Corp. since May 2022. Since January 2018, Dr. Trzcinska has been the Partner and co-founder of Bluestar BioAdvisors, LLC, a New York-based boutique, client-centered strategic consulting firm that services companies in the life science industry.

Dr. Trzcinska has more than 20 years of experience in consulting and business development, with broad experience in the life sciences.  Prior to her positions with Bluestar BioAdvisors, LLC, from May 2013 to December 2017 she served as a Managing Director and Vice President of Professional Services at Torreya Insights, a life science consulting firm affiliated with Torreya Partners.  Prior to these roles she was Director, Business Development at Repligen, Strategic Marketing and Business Development Manager at Sigma-Aldrich and Cyprotex/Apredica, as well as Assistant Editor at Incyte Genomics. Dr. Trzcinska also worked as a researcher and a lecturer at Boston University and Northeastern University in Boston, Massachusetts.

Dr. Trzcinska received her Ph.D. in Experimental Psychology/Neuroscience from University of Ottawa and a B.Sc in Biology and Psychology from Concordia University, Montreal.

In deciding to nominate Dr. Trzcinska, the Board considered the breadth of her life science industry experience, her consulting and business development experience, as well as her scientific expertise. In addition, the Board believed that adding a female director would promote board-level diversity and the decision to do so was aligned with current best practices in corporate governance. 

Ingrid Zerbe

Mrs. Zerbe (68) is our Corporate Secretary since 2006. Mrs. Zerbe is the founder of IntelGenx Corp., our Canadian Subsidiary. She served as the President of IntelGenx Corp, from its incorporation in June 2003 until December 2005. She has been a Director of the subsidiary since its incorporation in June 2003 and a Director of the parent company from April 2006 until August 2006. Mrs. Zerbe was the Director, Finance and Administration of IntelGenx Corp. from 2003 to 2016. She holds a bachelor degree in economics from a business school in Bottrop, Germany, and a bachelor degree in social sciences from the University of Dortmund, Germany.

Mrs. Zerbe is married to Dr. Horst G. Zerbe, who is our Chief Executive Officer and Chairman of the Board.

CORPORATE GOVERNANCE

Board Leadership StructureShareholder Vote Required

The Board is responsible for overseeing the business and affairsaffirmative vote of the Company. Directors are kept informed of our business through discussions with the Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in regular quarterly and special meetings of the Board and its committees.

The Charter of the Board is posted on our website at http://www.intelgenx.com.

The Board is currently comprised of Dr. Horst G. Zerbe, who serves as our Chairman and seven directors, four of which are independent. Dr. Zerbe is also our Chief Executive Officer. We believe, because of the size of our Company, that the Company, like many U.S. companies, is currently best served by having one person serve as both Chief Executive Officer and Chairman of the Board. The Board believes that through this leadership structure, Dr. Zerbe is able to draw on his intimate knowledge of the daily operations of the Company and its relationships with partners, customers, management and employees to provide the Board with leadership in setting its agenda and properly focusing its discussions. As the individual with primary responsibility for managing our day-to-day operations, Dr. Zerbe is also best-positioned to chair regular Board meetings and ensure that key business issues are brought to the Board's attention. The combined role as Chairman and Chief Executive Officer also ensures that the Company presents its message and strategy to shareholders, partners, customers, employees and other stakeholders with a unified, single voice. 

In 2014 the Board created the position of Vice Chairman, who serves as the independent Lead Director. The role of Lead Director is to facilitate the functioning of the Board, to help ensure that appropriate processes are followed, to assist in fostering and seeking input of independent directors, and to ensure independent director participation in all Board decisions.

The Lead Director ensures that the Board's relationship with management functions effectively and furthers the best interest of the Company, including working with the committees appointed by the Board to ensure they have the proper structure and appropriate assignments. The Lead Director also regularly communicates with the Chairman and Chief Executive Officer so that he is aware of any concern of the independent directors and any concerns communicated by our shareholders. The role and responsibilities of the Lead Director are in addition to and distinct from the role of the chair of each of the committees of the Board.

The mandate of the Vice Chairman (Lead Director) is posted on our website at http://www.intelgenx.com.

Majority Voting Policy and Director Resignation Policy

On March 18, 2022 the Board amended the Company's Bylaws such that directors will be elected if a majority of the votes cast at meetingsthe Special Meeting, excluding the votes attached to Shares beneficially owned, or over which control or direction is exercised, by atai, is required to approve Proposal 2. For purposes of Shareholders; provided, however, that, ifsuch disinterested shareholder approval requirements, the number of nominees for director exceeds the number of directors to be elected, directors will be elected37,300,000 Shares beneficially owned, directly or indirectly, by a pluralityatai, representing, as of the votes of the shares of Common Stock represented in person or by proxy at any meeting of Shareholders held to elect directors and entitled to vote on such election of directors.In the event that a director nominee fails to receive an affirmative majority of the votes cast in an election where the number of nominees is less than or equal to the number of directors to be elected, the Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy.

On March 18, 2022 the Board adopted a Director Resignation Policy whereby if a director nominee is not elected by at least a majority of the votes cast by Shareholders with respect to his or her election in accordance with the Company's Bylaws, the director nominee will be considered by the Board not to have received the support of the Shareholders, even though elected as a matter of corporate law. Pursuant to the policy, such nominee must immediately submit his or her resignation to the Board. The Board will refer the resignation to the Corporate Governance and Nomination Committee, which will consider whether or not to accept the offer of resignation and will make a recommendation to the Board. Within 90 days following the applicable meeting of the Shareholders, the Board will determine whether to accept or reject the director resignation offer that has been submitted, on the recommendation of the Corporate Governance and Nomination Committee. In considering the Corporate Governance and Nomination Committee's recommendation, the Board will consider the factors considered by the Corporate Governance and Nomination Committee and such additional information and factors that the Board considers to be relevant. Absent exceptional circumstances that would warrant the continued service of the applicable director on the Board, the Board is expected to accept the resignation of such director. Following the Board's decision on the resignation, the Board will promptly disclose, via press release, its decision whether to accept the director's resignation offer, including, without limitation, the reasons for rejecting the resignation offer, if applicable.

If a resignation is accepted, the Board may, subject to any applicable corporate law restrictions, (i) leave a vacancy on the Board unfilled until the next annual general meeting of Shareholders, (ii) fill the vacancy by appointing a new director whom the Board considers to merit the confidence of the Shareholders and meet the applicable independence standards, or (iii) call a special meeting of Shareholders to consider a Board nominee to fill the vacant position.

Any director who tenders his or her resignation pursuant to the Director Resignation Policy will not be permitted to participate in the meetings of the Board and/or the Corporate Governance and Nomination Committee, if he or she is a member of the Board and/or the Corporate Governance and Nomination Committee, as applicable, at which his or her resignation is considered.

Independence of Directors of the Board

The Board has determined that four of our Directors, J. Bernard Boudreau, Bernd Melchers, Mark Nawacki and Monika Trzcinska are independent within the meaning of the director independence standards of both The Nasdaq Stock Market, LLC ("NASDAQ") and the SEC, including Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Meetings of the Board

The Board held four regular meetings, two special meetings and had several update calls during our 2022 Fiscal Year. Additionally, between regular scheduled meetings, management remains in contact with our Board to keep Directors abreast Company matters. All our Directors attended at least 75% of the Board meetings and the committee meetings for the committees on which they served, except for Dr. Srinivas Rao, who missed two of the regular scheduled Board meetings.

We encourage the Directors to attend the Meeting to be available to answer Shareholders' questions. Not all of our Directors attended the previous Annual Meeting in May 2022, which we held as a virtual meeting.

Compensation of the Board

Directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of the Board. As described below in "Director Compensation", during our 2022 Fiscal Year, our Directors of the Board (except for the CEO) received an annual stipend of $36,000, the Vice Chairman of the Board received an additional annual stipend of $14,500, and each Chairman of a Board Committee received an additional $7,500. Director fees are paid in quarterly installments at the beginning of each quarter. Mr. Stegert and Dr. Rao serve on the Board as representatives of atai and do not receive compensation from IntelGenx.

In November 2016, the Board resolved to compensate non-employee Directors fortheir efforts on special or ad hoc committees or for board approved initiatives that fall outside the scope of customary director's duties. A daily (per 8 hours) per diem rate of $798 (CA$ 1,000) was established. The Audit Committee Chair needs to approve per diem charges submitted by directors. During the 2022 Fiscal Year, no charges were submitted or paid under the new policy.

Deferred Share Unit Plan. Effective February 7, 2018, the Board approved a Deferred Share Unit Plan ("DSU Plan") to compensate non-employee directors as part of their annual remuneration. Under the DSU Plan, the Board may grant Deferred Share Units ("DSUs") to the participating directors at its discretion and, in addition, each participating director may elect to receive all or a portion of his or her annual cash stipend in the form of DSUs. To the extent DSUs are granted, the amount of compensation that is deferred is converted into a number of DSUs, as determined by the market price of our Common Stock on the effective date of the election. The earliest redemption date will be six months following retirement of the participant from any position at the Company or its subsidiaries. These DSUs are converted back into a cash amount at the expiration of the deferral period based on the market price of our Common Stock on the expiration date and paid to the director in cash in accordance with the payout terms of the DSU Plan. As the DSUs are on a cash-only basis and no shares of Common Stock will be reserved or issued in connection with the DSUs, no approval was required from the security authorities or shareholders. On January 1, 2022, 108,696 DSUs were granted to each of the five non-employee directors under the DSU Plan.

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nomination Committee. Furthermore, in August 2016, we implemented an ad-hoc-Succession Committee.

Audit Committee. Our Audit Committee is comprised of independent members of our Board and is currently comprised of Bernd Melchers, Bernard Boudreau and Dr. Monika Trzcinska. The Audit Committee held four meetings during our 2022 Fiscal Year.

Our Audit Committee assists our Board in fulfilling its responsibilities for oversight and supervision of financial and accounting matters. The Chairman of the Audit Committee is Mr. Bernd Melchers. Our Audit Committee's responsibilities include, among others (i) recommending to the Board the engagement of the external auditor and the terms of the external auditor's engagement; (ii) overseeing the work of the external auditor, including dispute resolution between management and the external auditor, if required; (iii) pre-approving all non-audit services to be provided to us by our external auditor; (iv) reviewing our financial statements, management's discussion and analysis and annual and interim earnings press releases before this information is publicly disclosed; (v) assessing the adequacy of procedures for our public disclosure of financial information; (vi) establishing procedures to deal with complaints received by us relating to our accounting and auditing matters; and (vii) reviewing our hiring policies regarding employees of our external auditor or former auditor.

We have adopted, along with our Audit Committee, a written charter of the Audit Committee setting out the mandate and responsibilities of the Audit Committee which provides that the Audit Committee convene no less than four times per year.

The Audit Committee Charter is posted on our website at http://www.intelgenx.com.

Accordingly, the Audit Committee discusses with Richter LLP, our auditors, our audited financial statements, including, among other things, the quality of our accounting principles, the methodologies and accounting principles applied to significant transactions, the underlying processes and estimates used by our management in our financial statements and the basis for the auditor's conclusions regarding the reasonableness of those estimates, in addition to the auditor's independence.

Audit Committee Financial Expert. Mr. Bernd Melchers, Mr. Bernard Boudreau and Dr. Monika Trzcinska are audit committee financial experts under the rules of the SEC. Mr. Melchers, Mr. Boudreau and Dr. Trzcinska are "independent directors" as defined in the NASDAQ Rules and meet the independence and experience requirements of the SEC.

Compensation Committee. Our Compensation Committee is comprised of a majority of independent members of our Board and currently consists of the Chairman of the Compensation Committee, Mark Nawacki, Frank Steger and Dr. Monika Trzcinska. The Compensation Committee held three meetings in 2022. 

Our Compensation Committee reviews and makes recommendations to our Board concerning the compensation of our directors and executive officers which include the review of our executive compensation and other human resource policies, the review and administration of any bonuses, stock options and equity compensations and major changes to our benefit plans as well as the review of and recommendations regarding the performance of the Chief Executive Office, the Chief Financial Officer, the Vice President of Business and Corporate Development, the Vice President of Research and Development and Vice President IP and Legal Affairs, General Counsel of our Company and its subsidiary.

We have adopted, along with our Compensation Committee, a written charter of the Compensation Committee setting out the mandate and responsibilities of the Compensation Committee which provides that the Compensation Committee convene no less than three times per year, that directors not on the Compensation Committee may attend meetings at the invitation of the Chairman of the Compensation Committee and that member of the Compensation Committee may invite members of management or other outside consultant to attend Compensation Committee meetings as determined necessary or desirable. We did not engage a compensation consultant in 2022.

The Compensation Committee Charter is posted on our website at http://www.intelgenx.com.

Compensation Committee Interlocks and Insider Participation. The Compensation Committee consists of Mark Nawacki, Frank Stegert  and Dr. Monika Trzcinska. There are no interlocking relationships, as described by the SEC, between the Compensation Committee members.

Corporate Governance and Nomination Committee ("CG&N Committee"). Our CG&N Committee is comprised of members of our Board and currently consists of the Chairman of the CG&N Committee, J. Bernard Boudreau, Mark Nawacki and Dr. Srinivas Rao. The CG&N Committee was implemented in August 2015 and held two meetings in 2022.

The CG&N Committee is responsible for performing the duties set out in his Charter to enable the Board to discharge its responsibilities and obligations with respect to identifying and recommending candidates for election to the Board and all committees of the Board. Furthermore, the CG&N Committee is responsible for developing an effective corporate governance system for IntelGenx Technologies Corp., and for reviewing and assessing on an ongoing basis our corporate governance and public disclosure.

In considering a potential candidate, the CG&N Committee considers both the qualities and skills that the Board, considered in its entirety, currently possesses and that the Board should possess. Based on the skills and experiences already represented on the Board, the CG&N Committee will consider the experience, personal attributes and qualities that a candidate should possess in light of the anticipated growth and development of the Company. The CG&N Committee recognizes the benefits of promoting diversity at the Board level. Diverse perspectives linked in common purpose contribute to innovation and growth of the Company. In considering candidates and selecting nominees for the Board, diversity, including gender diversity, is an important factor considered by the CG&N Committee. In assessing a candidate's suitability, the CG&N Committee also takes into consideration the existing commitments of the individual to ensure that each member has sufficient time to discharge such member's duties.

Notwithstanding the fact that the CG&N Committee is charged with the responsibility of identifying potential new Board members, all members of the Board are eligible to put forth candidates for the CGNC Committee to consider. Additionally, the Board may engage recruiting firms to assist with identifying qualified candidates. Once candidates have been approved by the CG&N Committee and their interest level gauged, the entire Board discusses, both formally and informally, the suitability of a particular candidate.

Shareholders may recommend individuals to our Board for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials to our principal office, 6420 Abrams, Ville St. Laurent, Quebec H4S 1Y2, Attn: Corporate Secretary. Assuming that appropriate biographical and background material has been provided on a timely basis, our Board will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If our Board determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting.

We have adopted, along with our CG&N Committee, a written charter of the CG&N Committee setting out the mandate and responsibilities of the CG&N Committee which provides that the Committee convene as frequently as it determines necessary but not less frequently than twice each year.

The CG&N Committee Charter is posted on our website at http://www.intelgenx.com.

Ad-hoc Succession Committee.Our Ad-hoc Succession Committee is comprised of members of our Board and currently consists of the Vice Chairman of the Board, J. Bernard Boudreau, Clemens Mayr, Frank Stegert and Dr. Horst G. Zerbe. Throughout 2022, the Ad-hoc Succession Committee held informal meetings and communicated via phone, e-email and teleconference. The Ad-hoc Succession Committee was implemented in August 2016 with the objective to establish the framework for the search of the planned and/or unplanned, interim or permanent successor of our current CEO. The committee had met on several occasions to create an Interim CEO Replacement Plan. The Board adopted the plan in November of 2016, which provides directions for the temporary succession of the CEO in the event of his planned or potentially unplanned departure or leave of absence. The decision on a CEO successor will be made at some appropriate future date by the full Board

Board's Role in Risk Oversight

Our management has responsibility for managing day-to-day risk and for bringing the most material risks facing the Company to the Board's attention. The Board takes an active role in risk oversight related to the Company both as a full Board and through its committees. To facilitate the Board's risk oversight responsibility, management provides the Board with information about its identification, assessment and management of critical risks and its risk mitigation strategies. This information is communicated to the Board and its committees at regular and special meetings, through reports, presentations and discussions with key management personnel and representatives of outside advisors, such as our independent auditors, as appropriate. During regular Audit Committee meetings, committee members discuss the financial results for the most recent fiscal quarter with the independent auditors, Chief Financial Officer and Chief Executive Officer. The Audit Committee also meets with and provides instruction to the independent auditors outside the presence of management. These discussions allow the members of the Audit Committee to analyze any significant risks that could materially impact the financial health of our business.

The Compensation Committee oversees the Company's executive compensation arrangements, including the identification and management of risks that may arise from the Company's compensation policies and practices.

Executive Compensation

The key objectives of our executive compensation policies are to attract and retain key executives who are important to our long-term success and to provide incentives for these executives to achieve high levels of job performance and enhancement of shareholder value. We seek to achieve these objectives by paying our executives a competitive level of base compensation for companies of similar size and industry and by providing our executives an opportunity for further reward for outstanding performance in both the short term and the long term.

Executive Officer Compensation. Our executive officer compensation program is comprised of three elements: base salary, annual cash bonus and long-term incentive compensation in the form of stock option grants and/or RSU awards.

Salary. The Compensation Committee and our Board will review base salaries for our executive officers, taking into account individual experience, job responsibility and individual performance during the prior year. These factors are not assigned a specific weight in establishing individual base salaries. The Compensation Committee will also consider our executive officers' salaries relative to salary information for executives in similar industries and similarly sized companies.

Cash Bonuses. The purpose of the cash bonus component of the compensation program is to provide a direct financial incentive in the form of cash bonuses to executives. The cash bonuses are paid on the base of executives achieving annual individual and corporate objectives, which are set annually by the Board and the CEO and reviewed by the Compensation Committee.

Long-Term Incentive Compensation. Under our Performance and Restricted Share Unit Plan ("PRSU Plan"), which was approved by our shareholders at the 2018 annual meeting, we are able to compensate executive officers with RSUs and stock options.

The objectives of the stock option and the RSU program are to align employees' and shareholder long-term interests by creating a strong and direct link between compensation and increases in share value. Under our 2022 Amended and Restated Stock Option Plan ("SOP"), the Board may authorize the grant of options to purchase our Common Stock to our key employees. Historically, options have generally vested in increments over a period of two years established at the time of grant. However, this practice was adjusted for the stock options granted in January 2023 such that options are tied to a base four-year vesting period that can be accelerated where certain performance targets set by the Board have been achieved earlier. Under the PRSU Plan, the Board may authorize the award of restricted share units. The vesting of such restricted share units is determined by the Board at the time of the award.

Involvement in Certain Legal Proceedings

None of our officers or directors have, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding; (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) has any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto or been subject to any of the items set forth under Item 401(f) of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and change in ownership with the SEC. Directors, officers and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely upon our review of the copies of such forms that we received during the 2022 Fiscal Year, we believe that each person who at any time during the fiscal year was a director, officer, or beneficial owner of more than ten percent of our Common Stock complied with all Section 16(a) filing requirements during such fiscal year.

Communications with the Board

Any record or beneficial owner of our Common Stock who wishes to communicate with the Board should contact the Chairman of the Board or the Chairman of the Audit Committee. If particular communications are directed to the full Board, independent directors as a group, or individual directors, the Chairman of the Board or the Chairman of the Audit Committee, as applicable, will route these communications to appropriate committees or directors if the intended recipients are clearly indicated. Any record or beneficial owner of our Common Stock who has concerns about our accounting, internal accounting controls, or auditing matters relating to us should also contact the Audit Committee.

Written communications should be addressed to IntelGenx Technologies Corp., 6420 Abrams, Ville St-Laurent, Quebec H4S 1Y2, Canada, Attention: Chairman of the Board/Chairman of the Audit Committee. Communications that are intended to be anonymous should be sent to the same address but without indicating your name or address, and with an interior envelope addressed to the specific committees or directors you wish to communicate with.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our directors and officers, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is posted on our website at http://www.intelgenx.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the web address specified above.

Employee, Director and Officer Hedging

We have currently not adopted any practice or policy regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. As such, our employees, officer, directors or their designees are generally permitted to engage in these transactions.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, or earned by, certain executive officers, including our Principal Executive Officer, and our three other most highly compensated executive officers for the years indicated (the "Named Executive Officers").

Footnotes:

(1) In January 2021 Mr. Kenny received options to purchase 150,000 shares of Common Stock. This amount represent the grant date fair value of stock option grants in accordance with FASB ASC Topic 718. The value of the 150,000 option grant has been determined using the Black-Scholes method and is based on the following assumptions: risk-free rate of return of 0.50%, dividend rate of 0%, volatility rate of 79% and an average term of 5.63 years. No adjustment has been made for the risk of forfeiture and for non-transferability.

(2) As of March 10, 2023, Dr. Matzen is no longer employed by the Company.

Compensation Discussion and Analysis

Employment Agreements

Horst G. Zerbe. Effective July 15, 2014, we entered into a new employment agreement with Dr. Zerbe, our President and Chief Executive Officer (the "Zerbe Agreement"). The agreement is for an indefinite period of time. Under the agreement, Dr. Zerbe is entitled to receive: (1) a minimum base salary of CA$250,000 per year; and (2) an annual bonus of up to 50% of base salary based upon the achievement of specific performance targets established between Dr. Zerbe and the Board.

Pursuant to the Zerbe Agreement, if Dr. Zerbe is terminated by us for Cause (as defined in the Zerbe Agreement), Dr. Zerbe is not entitled to any notice, compensation or expenses except for accrued salary, bonus or expenses. If we terminate Dr. Zerbe without Cause, Dr. Zerbe is entitled to all accrued payments, and Termination Benefits (as defined in the Zerbe Agreement) for an 18-month period (the "Zerbe Severance Period"), which shall include, (i) a lump sum payment of base salary for the Zerbe Severance Period, (ii) continued participation in employee benefits plans up to the earlier of the end of the Zerbe Severance Period or the start of subsequent employment with similar benefits, (iii) payment of a monthly automobile allowance up to the earlier of the end of the Zerbe Severance Period or the start of subsequent employment with similar benefits, (iii) payment of a bonus up to the date of termination of employment, and (iv) any stock options that are unvested shall immediately vest. All such payment must be made by us within ten days of the date of termination by us.

If the employment is terminated by Dr. Zerbe within 6 months following a Change in Control (as defined in the Zerbe Agreement), then Dr. Zerbe shall receive similar benefits as if he had been terminated without Cause. If Dr. Zerbe voluntarily terminates the Zerbe Agreement for any other reason or due to death or disability, we shall have no further obligations under the Zerbe Agreement except for the payment of accrued salary, expenses and benefits.

Following his retirement as President and Chief Executive Officer, which was effective January 1, 2014 and continued until on July 14, 2014, Dr. Horst Zerbe was appointed to serve in an ad-hoc capacity as an advisor to the Board and IntelGenx management in order to transition the responsibilities of President and CEO to Dr. Khosla and maintain continuity of management for a period of six months. Dr. Zerbe received compensation of CA$58,750 ($53,004), which was paid in equal installments, less deductions and withholdings required by law, before July 15, 2014, and continued to receive all employment benefits for which Dr. Zerbe was eligible as President and CEO for the duration of this appointment.

In the first quarter of 2015, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$42,969 ($38,767) for fiscal year 2014, which was paid to Dr. Zerbe in Q1 2015. Dr. Zerbe's salary was also increased to CA$262,500 effective January 1, 2015.

In the first quarter of 2016, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$98,438 ($76,988) for fiscal year 2015, which was paid to Dr. Zerbe in Q1 2016. Dr. Zerbe's salary was also increased to CA$272,500 effective January 1, 2016.

In the first quarter of 2017, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$106,275 ($80,174) for fiscal year 2016, which was paid to Dr. Zerbe in Q1 2017. Dr. Zerbe's salary was also increased to CA$286,125 effective January 1, 2017.

Following the recommendation of the Compensation Committee, Dr. Zerbe's salary was increased to CA$300,500 effective January 1, 2018. On November 28, 2018, the Board, on the recommendation of the Compensation Committee, approved a one-time bonus of CA$49,897 ($38,510) for fiscal year 2017. The bonus payment consisted of a cash component of CA$29,897 ($23,074) and a Restricted Share Unit award in the value of CA$20,000 ($15,436).

In the first quarter of 2019, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$79,497 ($61,354) for fiscal year 2018, which was paid to Dr. Zerbe in Q1 2019. Dr. Zerbe's salary was also increase to CA$310,000 effective January 1, 2019.

In the first quarter of 2020, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2019. Dr. Zerbe's salary was increased to CA$323,000 effective January 1, 2020.

Effective May 4, 2020, IntelGenx Corp. implemented a compensation deferral program for all employees and directors, due to the uncertainties caused by the ongoing COVID-19 pandemic, recent developments and in general in order to preserve cash until the Company is able to secure additional capital to assist with long-term stability. As part of the program, $33,345 of Dr. Zerbe's 2020 salary had been deferred but is included in the compensation table. The program has been terminated and all deferred salaries had been paid out during the 2021 Fiscal Year.

No bonus payments have been considered or paid for the 2020 Fiscal Year.

In the first quarter of the 2022 Fiscal Year, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$75,905 ($60,542) for the 2021 Fiscal Year, which was paid to Dr. Zerbe in Q1 2022. Dr. Zerbe's salary was also increased to CA$339,150 effective January 1, 2022.

In the first quarter of 2023, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2022. Dr. Zerbe's salary was increased to CA$362,891 effective January 1, 2023.

Andre Godin. Effective August 24, 2015, we entered into an employment agreement with Mr. Godin, our Executive Vice President and Chief Financial Officer (the "Godin Agreement"). The agreement is for an indefinite period of time. Under the agreement, Mr. Godin is entitled to receive: (1) a minimum base salary of CA$240,000 per year; and (2) an annual bonus of up to 40% of base salary based upon the achievement of certain performance targets.

Pursuant to the Godin Agreement, if Mr. Godin is terminated by us for Cause (as defined in the Godin Agreement), Mr. Godin is not entitled to any notice, compensation or expenses except for accrued salary, bonus or expenses. If we terminate Mr. Godin without Cause, Mr. Godin is entitled to all accrued payments, and Termination Benefits (as defined in the Godin Agreement) for an 12-month period (the "Godin Severance Period"), which shall include, (i) a lump sum payment of base salary for the Godin Severance Period, (ii) continued participation in employee benefits plans up to the earlier of the end of the Godin Severance Period or the start of subsequent employment with similar benefits, (iii) receive payment of any accrued bonus. In addition, any stock options that are unvested shall immediately vest.

If the employment is terminated by Mr. Godin within 6 months following a Change in Control (as defined in the Godin Agreement), then Mr. Godin shall receive similar benefits as if he had been terminated without Cause. If Mr. Godin voluntarily terminates the Godin Agreement for any other reason or due to death or disability, we shall have no further obligations under the Godin Agreement except for the payment of accrued salary, expenses and benefits.

In the first quarter of 2016, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$25,001 ($19,553) prorated for fiscal year 2015, which was paid to Mr. Godin in Q1 2016. Mr. Godin's salary was also increased to CA$252,000 effective January 1, 2016.

In the first quarter of 2017, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$75,600 ($57,033) for fiscal year 2016, which was paid to Mr. Godin in Q1 2017. Mr. Godin's salary was also increased to CA$264,600 effective January 1, 2017.

Following the recommendation of the Compensation Committee, Mr. Godin's salary was increased to CA$278,000 effective January 1, 2018. On November 28, 2018, the Board, on the recommendation of the Compensation Committee, approved a one-time bonus of CA$37,044 ($28,599) for fiscal year 2017. The bonus payment consisted of a cash component of CA$22,044 ($17,013) and a Restricted Share Unit award in the value of CA$15,000 ($11,577).

In the first quarter of 2019, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$58,836 ($45,409) for fiscal year 2018, which was paid to Mr. Godin in Q1 2019. Mr. Godin's salary was also increase to CA$287,000 effective January 1, 2019.

In the first quarter of 2020, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2019. Mr. Godin's salary was increased to CA$300,000 effective January 1, 2020.

Effective May 4, 2020, IntelGenx Corp. implemented a compensation deferral program for all employees and directors, due to the uncertainties caused by the ongoing COVID-19 pandemic, recent developments and in general in order to preserve cash until the Company is able to secure additional capital to assist with long-term stability. As part of the program, $30,971 of Mr. Godin's 2020 salary had been deferred but is included in the compensation table. The program has been terminated and all deferred salaries had been paid out during the 2021 Fiscal Year.

No bonus payments have been considered or paid for the 2020 Fiscal Year.

In the first quarter of the 2022 Fiscal Year, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$56,400 ($44,985) for the 2021 Fiscal Year, which was paid to Mr. Godin in Q1 2022. Mr. Godin's salary was also increased to CA$315,000 effective January 1, 2022.

In the first quarter of 2023, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2022. Mr. Godin's salary was increased to CA$330,750 effective January 1, 2023.

Dana Matzen. Effective March 14, 2016 IntelGenx Corp., one of our wholly owned subsidiaries entered into an Agreement with Dr. Dana Matzen, our Vice President, Business Development (the "Matzen Agreement"). The agreement is for an indefinite period of time. Under the Agreement, Dr. Matzen is entitled to receive (1) a minimum base salary of CA$175,000 per year which will automatically increase to CA$210,000 after six months and (2) an annual bonus of up to 30% of her base salary for meeting certain performance targets.

Pursuant to the Matzen Agreement, if Dr. Matzen is terminated by us for Cause (as defined in the Matzen Agreement), Dr. Matzen is not entitled to any notice, compensation or expenses except for accrued salary, bonus or expenses. If we terminate Dr. Matzen without Cause, Dr. Matzen is entitled to all accrued payments, and Termination Benefits (as defined in the Matzen Agreement) for an 12-month period (the "Matzen Severance Period") which shall include, (i) a lump sum payment of base salary for the Matzen Severance Period plus the average of the three (3) last years' bonuses that would have been payable during the Severance Period, (ii) continued participation in employee benefits plans up to the earlier of the end of the Matzen Severance Period or the start of subsequent employment with similar benefits, (iii) receive payment of any accrued bonus. In addition, any stock options that are unvested shall immediately vest.

If the employment is terminated by Dr. Matzen within 6 months following a Change in Control (as defined in the Matzen Agreement), then Dr. Matzen shall receive similar benefits as if she had been terminated without Cause. If Dr. Matzen voluntarily terminates the Matzen Agreement for any other reason or due to death or disability, we shall have no further obligations under the Matzen Agreement except for the payment of accrued salary, expenses and benefits.

In the first quarter of 2017, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$23,274 ($17,558) prorated for fiscal year 2016, which was paid to Dr. Matzen in Q1 2017.

Following the recommendation of the Compensation Committee, Dr. Matzen's salary was increased to CA$220,500 effective January 1, 2018. On November 28, 2018, the Board, on the recommendation of the Compensation Committee, approved a one-time cash bonus of CA$17,010 ($13,128) for fiscal year 2017.

In the first quarter of 2019, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$20,000 ($15,436) for fiscal year 2018, which was paid to Dr. Matzen in Q1 2019. Dr. Matzen's salary will be CA$220,500 effective January 1, 2019.

In the first quarter of 2020, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2019. Dr. Matzen's salary was increased to CA$230,000 effective January 1, 2020.

Effective May 4, 2020, IntelGenx Corp. implemented a compensation deferral program for all employees and directors, due to the uncertainties caused by the ongoing COVID-19 pandemic, recent developments and in general in order to preserve cash until we are able to secure additional capital to assist with long-term stability. As part of the program, $23,744 of Dr. Matzen's 2020 salary had been deferred but is included in the compensation table. The program has been terminated and all deferred salaries had been paid out during the 2021 Fiscal Year.

No bonus payments have been considered or paid for the 2020 Fiscal Year.

In the first quarter of the 2022 Fiscal Year, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$32,430 ($25,866) for the 2021 Fiscal Year, which was paid to Dr. Matzen in Q1 2022. Dr. Matzen's salary was also increased to CA$241,500 effective January 1, 2022.

In the first quarter of 2023, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2022. Dr. Matzen's salary was increased to CA$258,405 effective January 1, 2023.

Nadine Paiement. Effective January 18, 2016, IntelGenx Corp., one of our wholly owned subsidiaries entered into an employment agreement with Ms. Paiement, our Vice President, Research and Development (the "Paiement Agreement"). The agreement is for an indefinite period of time. Under the agreement, Ms. Paiement is entitled to receive: (1) a minimum base salary of CA$125,000 per year; and (2) an annual bonus of up to 30% of base salary based upon the achievement of certain performance targets.

Pursuant to the Paiement Agreement, if Ms. Paiement is terminated for any reason other than for Cause (as defined in the Agreement), then she shall (i) receive a lump sum payment of the base salary that would have been payable for a 12-month period (the "Paiement Severance Period"), (ii) be entitled to continued participation in employee benefit plans ending on the earlier of the end of the Paiement Severance Period and receipt of equivalent plans of a subsequent employer, and (iii) receive payment of any accrued bonus. In addition, all unvested stock options shall vest immediately (collectively the "Paiement Termination Benefits").

On the occurrence of a Change in Control (as defined in the Paiement Agreement), Ms. Paiement may terminate the Paiement Agreement within a period of six months and we shall be required to provide her with the Paiement Termination Benefits. The Paiement Agreement contains non-competition and non-solicitation provisions for a period of twelve months on termination of the Paiement Agreement for any reason, whether voluntary or involuntary.

In the first quarter of 2017, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$29,405 ($22,183) for fiscal year 2016, which was paid to Ms. Paiement in Q1 2017. Ms. Paiement's salary was also increased to CA$150,000 effective January 1, 2017.

Following the recommendation of the Compensation Committee, Ms. Paiement's salary was increased to CA$175,000 effective January 1, 2018. On November 28, 2018, the Board, on the recommendation of the Compensation Committee, approved a one-time cash bonus of CA$16,200 ($12,503) for fiscal year 2017.

In the first quarter of 2019, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$27,778 ($21,439) for fiscal year 2018, which was paid to Ms. Paiement in Q1 2019. Ms. Paiement's salary was also increase to CA$180,000 effective January 1, 2019.

In the first quarter of 2020, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2019. Ms. Paiement's salary was increased to CA$188,000 effective January 1, 2020.

Effective May 4, 2020, IntelGenx Corp. implemented a compensation deferral program for all employees and directors, due to the uncertainties caused by the ongoing COVID-19 pandemic, recent developments and in general, in order to preserve cash until we are able to secure additional capital to assist with long-term stability. As part of the program, $19,409 of Ms. Paiement's 2020 salary had been deferred but is included in the compensation table. The program has been terminated and all deferred salaries had been paid out during the 2021 Fiscal Year.

No bonus payments have been considered or paid for the 2020 Fiscal Year.

In the first quarter of the 2022 Fiscal Year, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$16,920 ($13,495) for the 2021 Fiscal Year, which was paid to Ms. Paiement in Q1 2022. Ms. Paiement's salary was also increased to CA$197,400 effective January 1, 2022.

In the first quarter of 2023, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2022. Ms. Paiement's salary was increased to CA$211,218 effective January 1, 2023.

Tommy Kenny. Effective January 11, 2021, IntelGenx Corp., one of our wholly owned subsidiaries entered into an employment agreement with Mr. Kenny, our Vice President, IP and Legal Affairs, General Counsel (the "Kenny Agreement"). The agreement is for an indefinite period of time. Under the agreement, Mr. Kenny is entitled to receive: (1) a minimum base salary of CA$150,000 per year; and (2) an annual bonus of up to 30% of base salary based upon the achievement of certain performance targets.

Pursuant to the Kenny Agreement, if Mr. Kenny is terminated for any reason other than for Cause (as defined in the Kenny Agreement), then he shall (i) receive a lump sum payment of the base salary that would have been payable for a 12-month period (the "Kenny Severance Period"), (ii) be entitled to continued participation in employee benefit plans ending on the earlier of the end of the Kenny Severance Period and receipt of equivalent plans of a subsequent employer, and (iii) receive payment of any accrued bonus. In addition, all unvested stock options shall vest immediately (collectively the "Kenny Termination Benefits").

On the occurrence of a Change in Control (as defined in the Kenny Agreement), Mr. Kenny may terminate the Kenny Agreement within a period of six months and we shall be required to provide her with the Kenny Termination Benefits. The Kenny Agreement contains non-competition and non-solicitation provisions for a period of twelve months on termination of the Kenny Agreement for any reason, whether voluntary or involuntary.

In the first quarter of 2022, following the recommendation of the Compensation Committee, the Board approved a one-time cash bonus of CA$22,912($18,275) for fiscal year 2021, which was paid to Mr. Kenny in Q1 2022. Mr. Kenny's salary was also increase to CA$183,750 effective January 1, 2022.

In the first quarter of 2023, following the recommendation of the Compensation Committee, the Board agreed that there would be no cash bonuses for fiscal year 2022. Mr. Kenny's salary was increased to CA$196,613 effective January 1, 2023.

Pay Versus Performance

The following table presents, for each of the two most recent fiscal years:

• total compensation, as calculated in the Summary Compensation Table, for our CEO and an average for our other Named Executive Officers ("NEOs");
• compensation actually paid ("CAP") to the NEOs, an SEC prescribed calculation which adjusts total compensation for the items described below and which does not equate to realized compensation;
• our cumulative total shareholder return since the last trading day before the earliest year presented; and
• our net income.

This section should be read in conjunction with the Compensation Discussion and Analysis, which includes additional discussion of the objectives of our executive compensation program and how they are aligned with the Company's financial performance.

Pay Versus Performance Table

Included in the table below is the annual compensation paid to our executives and our financial performance for each of the two previous fiscal years.

(1) For the years 2022 and 2021, this is the total compensation, as depicted in the Summary Compensation Table above, for CEO, Dr. Horst G. Zerbe, our Principal Executive Officer.

(2) For the years 2022 and 2021, this is the average total compensation, as depicted in the Summary Compensation Table above, for the following executives: Andre Godin, Dana Matzen, Nadine Paiement and Tommy Kenny.

(3) The value is based on a fixed investment of one hundred dollars in our common stock measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table, and reinvestment of all dividends during such period.

To calculate CAP to the Chief Executive Officer and the average CAP to the other NEOs, the following amounts were deducted from and added to total compensation, as depicted in the Summary Compensation Table:

(4) Represents the grant date fair value of equity-based awards granted each year.

(5) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown.  The equity component of CAP for fiscal years 2022 and 2021 are detailed in the supplemental tables below.

Supplemental Tables

PEO Equity Component of CAP for FY2022 and 2021:

    Average for Other NEOs Equity Component of CAP for FY2022 and 2021:

The fair value of options granted has been estimated according to the Black-Scholes valuation model and is based on the assumptions outlined below:

Compensation Actually Paid Versus Company Performance

The graphs below depict the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our CEO and, on average, to our other NEOs, for each the two years ended December 31, 2022.

Incentive Plan Awards

The following table presents information regarding the outstanding equity awards held by each of the named officers as of December 31, 2022, including the vesting dates for the portions of these awards that had not vested as of that date.

Footnotes:

(1) On August 28, 2017 the Board approved the grant of 179,808 options to purchase Common Stock to Dr. Zerbe. The options vested over two years, all of which were exercisable as of year-end 2021. On June 11, 2018 the Board approved the grant of 200,000 options to purchase Common Stock to Dr. Zerbe. The options vest over two years, all of which were exercisable as of year-end 2021. On November 23, 2020 the Board approved the grant of 200,000 options to purchase Common Stock to Dr. Zerbe. The options vest over two years, all of which were exercisable as of year-end 2022.

(2) On July 20, 2015, the Board approved the grant of 600,000 options to purchase Common Stock to Mr. Andre Godin. In July 2020 the Board approved to extent the expiry period of these options until 2025.The options vested over two years, all of which were exercisable as of year-end 2021. On August 28, 2017 the Board approved the grant of 59,970 options to purchase Common Stock to Mr. Godin. The options vested over two years, all of which were exercisable as of year-end 2020. On June 11, 2018 the Board approved the grant of 200,000 options to purchase Common Stock to Mr. Godin. The options vested over two years, all of which were exercisable as of year-end 2021. On November 23, 2020 the Board approved the grant of 200,000 options to purchase Common Stock to Mr. Godin. The options vest over two years, all of which were exercisable as of year-end 2022.

(3) On September 15, 2016, the Board approved the grant of 200,000 options to purchase Common Stock to Dr. Dana Matzen. The options vested over two years, all of which were exercisable as of year-end 2021. On August 28, 2017 the Board approved the grant of 59,970 options to purchase Common Stock to Dr. Matzen. The options vested over two years, all of which were exercisable as of year-end 2021. On June 11, 2018 the Board approved the grant of 100,000 options to purchase Common Stock to Dr. Matzen. The options vested over two years, all of which were exercisable as of year-end 2021. On November 23, 2021 the Board approved the grant of 100,000 options to purchase Common Stock to Dr. Matzen. The options vest over two years, all of which were exercisable as of year-end 2022.

(4) On January 19, 2016, the Board approved the grant of 75,000 options to purchase Common Stock to Ms. Nadine Paiement. The options vested over two years, all of which were exercisable as of year-end 2021. On August 28, 2017 the Board approved the grant of 59,970 options to purchase Common Stock to Ms. Paiement. The options vested over two years, all of which were exercisable as of year-end 2021. On June 11, 2018 the Board approved the grant of 100,000 options to purchase Common Stock to Ms. Paiement. The options vested over two years, all of which were exercisable as of year-end 2021. On November 23, 2020 the Board approved the grant of 100,000 options to purchase Common Stock to Ms. Paiement. The options vest over two years, all of which were exercisable as of year-end 2022.

(5) Prior to his appointment as Vice President IP and Legal Affairs, General Counsel, the Board approved the grant of 25,000 options to purchase Common Stock on April 10, 2018 to Mr. Kenny. The options vested over two years, all of which were exercisable as of year-end 2021. On November 23, 2020 the Board approved the grant of 75,000 options to purchase Common Stock. The options vest over two years, all of which were exercisable as of year-end 2022. On January 11, 2021 the Board approved the grant of 150,000 options to purchase Common Stock to Mr. Kenny. The options vest over two years, 112,500 of which were exercisable as of year-end 2022.

(6) As of March 10, 2023, Dr. Matzen is no longer employed by the Company.

Director Compensation

The following table sets forth compensation paid to each named Director during the 2022 Fiscal Year.

In addition, Directors are reimbursed for reasonable expenses incurred in their capacity as directors, including travel and other out-of-pocket expenses incurred in connection with meetings of the Board or any committee of the Board.

Footnotes:

(1) Audit Committee member. From January 1, 2022 - May 10, 2022 the Audit Committee consisted of Bernd J. Melchers, John Marinucci and Mark Nawacki.

(2) Compensation Committee member. From January 1, 2022 - May 10, 2022 the Compensation Committee consisted of J. Bernard Boudreau, John Marinucci, Clemens Mayr, Mark Nawacki and Srinivas Rao.

(3) CG&N Committee member. From January 1, 2022 - May 10, 2022 the CG&N Committee consisted of Horst G. Zerbe, J. Bernard Boudreau, Bernd J. Melchers, Clemens Mayr, Mark Nawacki and Frank Stegert.

(4) Vice Chairman of the Board

(5) Chairman of the Board

(6) Representatives of atai. Pursuant to the Purchaser Rights Agreement, two directors were appointed to the Board. In accordance with atai's policy no compensation was paid to these individuals by IntelGenx.

(7)  Mr. Marinucci seized to be a Director effective May 10, 2022. In accordance with the DSU Plan, accrued DSU cash compensation was paid out six month following his departure.

(8)  Dr. Trzcinska has been a Director of IntelGenx since May 10, 2022

Effective April 1, 2015, our Directors of the Board (except for the CEO) received an annual stipend of CA$36,000, the Vice Chairman of the Board received an additional stipend of CA$14,500 and each Chairman of a Board committee received an additional CA$7,500. Director fees are paid in quarterly installments at the beginning of each quarter. Effective January 2017, the currency of the Directors' compensation changed from Canadian dollars to U.S. dollars. The amounts remained the same. Subsequent to year end, the Board followed the recommendations of the compensation committee and resolved to increase both the annual stipend and Board committee fees by 7 % effective January 1, 2023.

In November 2016, the Board resolved to compensate non-employee directors fortheir efforts on special or ad hoc committees or for Board approved initiatives that fall outside the scope of customary director's duties. A daily (per 8 hours) per diem rate of $768 (CA$ 1,000) was established. The Audit Committee Chair needs to approve per diem charges submitted by directors. During the 2022 Fiscal Year, no charges were submitted or paid under the policy.

Effective February 7, 2018, the Board approved a DSU Plan to compensate non-employee directors as part of their annual remuneration. Under the DSU Plan, the Board may grant DSUs to the participating directors at its discretion and, in addition, each participating director may elect to receive all or a portion of his or her annual cash stipend in the form of DSUs. To the extent DSUs are granted, the amount of compensation that is deferred is converted into a number of DSUs, as determined by the market price of our Common Stock on the effective date of the election. These DSUs are converted back into a cash amount at the expiration of the deferral period based on the market price of our Common Stock on the expiration date and paid to the director in cash in accordance with the payout terms of the DSU Plan. As the DSUs are on a cash-only basis and no shares of Common Stock will be reserved or issued in connection with the DSUs, no approval was required from the security authorities or shareholders. During 2022, 108,696 DSUs valued at CA$50,000 (US$39,440) were awarded to each of the five non-employee directors.

At December 31, 2022 Mr. Boudreau, Mr. Melchers, Mr. Mayr and Mr. Nawacki held 50,000, 50,000, 50,000, and 125,000 vested options to purchase Common Stock, respectively. No options were granted to Mr. Stegert, Dr. Rao or Dr. Trzcinska.

Directors' and Officers' Liability Insurance

During the 2022 Fiscal Year, we carried Directors' and Officers' liability insurance at an approximate annual cost of $660,000 for an insured limited amount of $15 million.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis appearing in this document with management and based upon this review and discussion recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the year ended December 31, 2022.

Respectfully submitted,

Mark Nawacki (Chairman)
Monika Trzcinska
Frank Stegert
Members of the Compensation Committee

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Atai

Securities Purchase Agreement

Under a securities purchase agreement, atai agreed to purchase 37,300,000 shares of common stock of the Company and 22,380,000 warrants (the "Warrants") for aggregate gross proceeds of US$12,346,300. Each Warrant entitles atai to purchase one share of common stock at a price of US$0.35 for a period of three years from closing of the initial investment.  The securities purchase agreement also provides atai with the right to subscribe (in cash, or in certain circumstances, atai equity) for up to 130,000,000 additional units (the "Additional Units") for a period of three years from the closing of the initial investment. Each Additional Unit will be comprised of (i) one share of common stock and (ii) one half of one warrant (the "Additional Warrants"). The price for the Additional Units is (i) until the date which is 12 months following the closing, US$0.331 (subject to certain exceptions), and (ii) following the date which is 12 months following the closing, the lower of (A) a 20% premium to the market price on the date of purchase, and (B) US$0.50 if purchased in the second year following closing and US$0.75 if purchased in the third year following closing. Each Additional Warrant will entitle atai, for a period of three years from the date of issuance, to purchase one share of common stock (the "Additional Share") at the lesser of either (i) a 20% premium to the price of the corresponding Additional Unit, or (ii) the price per share under which shares of common stock of the Company are issued under convertible instruments that were outstanding on February 16, 2021 (the "Outstanding Convertibles"), the date on which the parties entered into a non-binding letter of intent to enter into a definitive securities purchase agreement, provided that atai may not exercise Additional Warrants to purchase more than the lesser of (x) 44,000,000 common shares of the Company, and (y) the number of shares of common stock issued by the Company under Outstanding Convertibles.

Under the securities purchase agreement, the Company also granted atai a pro-rata equity participation right for any issuances of new securities, subject to certain exceptions.

Following the initial closing, atai is holdingRecord Date, approximately 21% (approximately 35% on a partially diluted basis)21.36% of the issued and outstanding shares of common stockShares (on a non-diluted basis) will be excluded. Because the affirmative vote of the Company and therefore becamevotes cast at the Special Meeting is required for this proposal, abstentions will have no effect on the outcome of this proposal. We believe this proposal is not considered a new "Control Person" of the Company as such term is defined"routine" matter under applicable Canadian securities laws. Based on the number of issuedstock exchange rules, and outstanding shares of common stock of the Company and outstanding convertible instruments on the date hereof, assuming the full exercise of its option to acquire the Additional Units and exercise of the Initial Warrants and Additional Warrants, atai would hold approximately 56% of the issued and outstanding shares of common stock of the Company on a fully diluted basis.

Strategic Development Agreement

Under a strategic development agreement, atai and IntelGenx Corp. cooperate to conduct research and development projects in areas relating to the parties' respective technologies. So long as atai maintains certain levels of its initial equity ownership in the Company, IntelGenx Corp. will work exclusively with atai in the field of compounds for the prevention or treatment of mental health diseases or disorders or compounds that have psychedelic, entactogenic and/or oneirophrenic properties, but excluding certain specific compounds and veterinary applications. The commercialization of any technologies that result from the research and development projects under the strategic development agreementwe expect your broker will be subjectunable to agreements to be negotiated, as well as to specified pricingvote your Shares on this proposal. If a proxy card is signed and royalty terms for manufacturing conducted by IntelGenx or third parties.

Purchaser Rights Agreement

Under a purchaser rights agreement, atai hasreturned but no direction is made, the right to appoint nominees in the same proportion to the number of Board members of the Company as the Shares then held by atai, registration rights, and financial and other information rights. On August 4, 2021, the Company appointed Srinivas G. Rao, M.D., Ph.D. and Frank Stegert to its Board of Directors. Subsequently, on May 10, 2022, Dr. Rao and Mr. Stegert were elected to the board by the shareholders of the Company.

The Company will have the right to terminate the purchaser rights agreement if atai ceases to own a certain amount of the Company's equity.

Term Loan

atai also granted to IntelGenx Corp. a secured loan in the amount of US$2,000,000 which was subsequently increased to US$2,500,000. The loan is guaranteed by the Company and secured by all of present and future fixed assets of IntelGenx Corp.

On September 15, 2021, the Company's wholly-owned subsidiary, IntelGenx Corp. entered into an amended and restated secured loan agreement with atai pursuant to which atai has made two additional term loans available to IntelGenx Corp. in the amount of U.S.$3,000,000 each, which will mature on January 5, 2024. The first loan was received on January 7, 2022 and the second loan was received on January 6, 2023. The Loan Agreement also extends the maturity date for the current loans, in an aggregate amount of U.S.$2,500,000, to January 5, 2024. The obligations under the loans are guaranteed by the Company.

Review, Approval or Ratification of Transactions with Related Persons

Although IntelGenx has not adopted formal procedures for the review, approval or ratification of transactions with related persons, we adhere to a general policy that such transactions should only be entered into if they are on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties and their approval is in accordance with applicable law. Such transactions require the approval of our Board. The term "related party transaction" refers to transactions required to be disclosed in our filings with the SEC pursuant to Item 404 of Regulation S-K.

Family Relationships

Horst G. Zerbe and Ingrid Zerbe are spouses.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial ownership of our shares of Common Stock by our directors and executive officers, and by each beneficial owner of five percent (5%) or more of our outstanding Common Stock. Based on information available to us, all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, unless otherwise indicated. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person or a group and the percentage ownership of that person or group, shares of our Common Stock subject to options, warrants, convertible debentures and restricted share units currently exercisable or exercisable within 60 days after the date ofyour proxy will vote your Shares "FOR" this Proxy Statement are deemed outstanding, but are not deemed outstanding for the purpose of computing the percentage of ownership of any other person. Applicable percentage ownership is based upon 174,646,197 shares of Common Stock outstanding as of March 28, 2023. Unless otherwise indicated, the address of each of the named persons is care of IntelGenx Technologies Corp., 6420 Abrams, Ville St-Laurent, Quebec, H4S 1Y2.

Footnotes:

* Less than 1%.

(1) In connection with the acquisition of IntelGenx in 2006, Dr. Zerbe became our President, Chief Executive Officer and Director and acquired 4,709,643.5 exchangeable shares of our Canadian holding corporation 6544631Canada Inc., a Canadian special purpose corporation which wholly owns IntelGenx Corp. (the "Exchangeable Shares"). The 4,709,643.5 Exchangeable Shares are exchangeable, on a one-for-one basis, into shares of common stock of IntelGenx Technologies Corp. at Dr.  Zerbe's discretion. On July 28, 2011 Dr. Zerbe exchanged 470,964 of the exchangeable shares into shares of Common Stock of IntelGenx Technologies Corp. In January of 2013, Dr. Zerbe sold 250,000 of those shares of Common Stock on the open market. In April and August of 2015, Dr. Zerbe sold 60,000 and 36,900 of those Shares of Common Stock respectively on the open market. Prior to exchanging the Exchangeable Shares for shares of common stock, Dr. Zerbe has the right to vote the remaining 4,238,679.5 shares of Common Stock which are currently held in trust on behalf of Dr. Zerbe. All of the 4,362,743.5 shares of Common Stock have not been registered for resale at this time. On August 28, 2017, Dr. Zerbe received 179,908 options to purchase Common Stock at an exercise price of $0.77. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On June 11, 2018, 200,000 options to purchase Common Stock at an exercise price of $0.76 were granted to Dr. Zerbe. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On December 24, 2018 the board awarded 30,769 restricted shares units ("RSUs") to Dr. Zerbe, which vested immediately and are exercisable into 30,769 shares of Common Stock. On November 23, 2020, 200,000 options to purchase Common Stock at an exercise price of $0.27 were granted to Dr. Zerbe. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On January 29, 2023, 150,000 options to purchase Common Stock at an exercise price of $0.24 were granted to Dr. Zerbe. The options vest over four years, 25% every year, each vesting subject to acceleration upon the Common Stock achieving a specified price per share. None of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 125,000 performance restricted share units ("PRSUs") to Dr. Zerbe. Each performance right represents a contingent right to receive one share of Common Stock. The performance rights vest upon the Common Stock achieving a specified price per share. None of the PRSUs are exercisable within 60 days of this filing. 

(2) In connection with the acquisition of IntelGenx in 2006, Mrs. Zerbe became our Corporate Secretary and our Director of Finance and Administration and acquired 4,709,643.5 Exchangeable Shares. In June of 2009 Mrs. Zerbe acquired 1,021,713 Exchangeable Shares from Joel Cohen in a private transaction. The 5,731,356.5 Exchangeable Shares are exchangeable, on a one-for-one basis, into shares of common stock of IntelGenx Technologies Corp. at Mrs. Zerbe's discretion. On July 28, 2011 Mrs. Zerbe exchanged 573,135 of the exchangeable shares into shares of Common Stock of IntelGenx Technologies Corp. In January of 2013 Mrs. Zerbe sold 250,000 of those shares of Common Stock on the open market. In April and August of 2015, Mrs. Zerbe sold 86,900 and 163,100 of those shares of Common Stock respectively on the open market. Prior to exchanging the Exchangeable Shares, Mrs. Zerbe has the right to vote the remaining 5,158,221.5 shares of Common Stock which are currently held in trust on behalf of Ingrid Zerbe. All of the 5,231,356.5 shares of Common Stock have not been registered for resale at this time. On January 29, 2023, 25,000 options to purchase Common Stock at an exercise price of $0.24 were granted to Mrs. Zerbe. The options vest over four years, 25% every year, each vesting subject to acceleration upon Issuer's common stock achieving a specified price per share. None of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 40,000 PRSUs to Mrs. Zerbe. Each performance right represents a contingent right to receive one share of Common Stock. The performance rights vest upon the Common Stock achieving a specified price per share. None of the PRSUs are exercisable within 60 days of this filing

(3) Mr. Boudreau's beneficial ownership includes 50,000 options to purchase shares of Common Stock at an exercise price of $0.89 granted to Mr. Boudreau on January 18, 2017. The options vested immediately and are exercisable at the time of this filing.

(4) Mr. Melcher's beneficial ownership includes 50,000 options to purchase shares of Common Stock at an exercise price of $0.89, granted to Mr. Melchers on January 18, 2017. The options vested immediately and are exercisable at the time of this filing.

(5)  Mr. Godin's beneficial ownership consists of 600,000 options to purchase Common Stock at an exercise price of $0.58, granted July 20, 2015. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On August 28, 2017, Mr. Godin received 59,970 options to purchase Common Stock at an exercise price of $0.77. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On July 12, 2017, Andre Godin acquired 20,000 8% Convertible Debentures, which are fully exercisable into 40,000 shares of Common Stock within 60 days of this filing. On May 8, 2018, Mr. Godin participated in the Company's private placement offering and acquired debentures notes which are convertible into 22,727 shares of Common Stock. On June 11, 2018, 200,000 options to purchase Common Stock at an exercise price of $0.76 were granted to Mr. Godin. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On December 24, 2018 the board awarded 23,077 RSUs to Mr. Godin, which vested immediately and are exercisable into 23,077 shares of Common Stock. On November 23, 2020, 200,000 options to purchase Common Stock at an exercise price of $0.27 were granted to Mr. Godin. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On January 29, 2023, 135,000 options to purchase Common Stock at an exercise price of $0.24 were granted to Mr. Godin. The options vest over four years, 25% every year, each vesting subject to acceleration upon Issuer's common stock achieving a specified price per share. None of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 100,000 PRSUs to Mr. Godin. Each performance right represents a contingent right to receive one share of Common Stock. The performance rights vest upon the Common Stock achieving a specified price per share. None of the PRSUs are exercisable within 60 days of this filing.

(6) Mr. Mayr's beneficial ownership consists of 50,000 options to purchase Common Stock at an exercise price of $0.89, granted on January 18, 2017. The options vested immediately and are exercisable at the time of this filing.

.

(7) Ms. Paiement's beneficial ownership includes 59,970 options to purchase Common Stock at an exercise price of $0.77 granted on August 28, 2017. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On June 11, 2018, 100,000 options to purchase Common Stock at an exercise price of $0.76 were granted to Ms. Paiement. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On November 23, 2020, 100,000 options to purchase Common Stock at an exercise price of $0.27 were granted to Ms. Paiement. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On January 29, 2023, 25,000 options to purchase Common Stock at an exercise price of $0.24 were granted to Ms. Paiement. The options vest over four years, 25% every year, each vesting subject to acceleration upon Issuer's common stock achieving a specified price per share. None of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 40,000 PRSUs to Ms. Paiement. Each performance right represents a contingent right to receive one share of Common Stock. The performance rights vest upon the Common Stock achieving a specified price per share. None of the PRSUs are exercisable within 60 days of this filing. 

(8) Mr. Nawacki's beneficial ownership consists of 75,000 options to purchase Common Stock at an exercise price of $0.73, granted September 15, 2016. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On January 18, 2017, 50,000 options to purchase Common Stock at an exercise price of $0.89 were granted to Mr. Nawacki. The options vested immediately and are exercisable at the time of this filing.

(9) Mr. Kenny's beneficial ownership includes options to purchase Common Stock which he received while he was holding varies positions at IntelGenx Corp. prior to his appointment as VP, IP and Legal Affairs, General Counsel. On April 10, 2018, 25,000 options to purchase Common Stock at an exercise price of $0.66 were granted to Mr. Kenny. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On November 23, 2020, 75,000 options to purchase Common Stock at an exercise price of $0.27 were granted to Mr. Kenny. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On January 11, 2021, 150,000 options to purchase Common Stock at an exercise price of $0.27 were granted to Mr. Kenny. The options vested over two years, 25% every six months, all of which are exercisable within 60 days of this filing. On January 29, 2023, 50,000 options to purchase Common Stock at an exercise price of $0.24 were granted to Mr. Kenny. The options vest over four years, 25% every year, each vesting subject to acceleration upon Issuer's common stock achieving a specified price per share. None of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 50,000 PRSUs to Mr. Kenny. Each performance right represents a contingent right to receive one share of Issuer's common stock. The performance rights vest upon Issuer's common stock achieving a specified price per share. None of the PRSUs are exercisable within 60 days of this filing. 

(10) Atai Life Science's beneficial ownership includes warrants to purchase 22,380,000 of Common Stock at an exercise price of $0.35, which were acquired in a private placement on May 14, 2021.

Equity Compensation Plan Information

Footnotes:

(1) Includes shares of our Common Stock issuable pursuant to options granted under the 2006, 2016 and 2022 versions of the Stock Option Plans and RSUs awarded under our PRSU Plan.

(2) At the 2022 Annual Meeting of Shareholders, shareholders approved the 2022 Amended and Restated Stock Option Plan, which was adopted by the Board on March 21, 2022.

(3) The weighted average exercise price excludes RSUs, which have no exercise price.

(4) Represents the maximum number of shares of our Common Stock available for grants under the 2022 Amended and Restated Stock Option Plan as of December 31, 2022. No registration statement has been filed for the additional 6,117,382 shares of common stock that were available to be granted under the 2016 Stock Option Plan (now known as the SOP) pursuant to the amendments from July 2020 and May 2022.

2022 Amended and Restated Stock Option Plan

The 2016 Stock Option Plan was adopted by the Board in order to make the terms of the Company's stock option plan more consistent with the requirements of the TSX Venture Exchange and to remove certain provisions which would have enabled the Company to grant incentive stock options in compliance with Section 422 of the Internal Revenue Code. The 2016 Stock Option Plan permits the granting of options to officers, employees, directors and eligible consultants of the Company. A total of 6,361,525 shares of Common Stock were reserved for issuance under this plan, which includes stock options granted under the previous 2006 Stock Option Plan. In August 2018, the Board approved the amendment of the 2016 Stock Option Plan to increase the total number of shares of Common Stock reserved under the plan to 9,347,747 and in July 2020, the number of shares reserved was increased to 11,025,965. Options may be granted under the 2016 Stock Option Plan on terms and at prices as determined by the Board except that the options cannot be granted at less than the market closing price of the Common Stock on the TSX Venture Exchange on the date prior to the grant. Each option will be exercisable after the period or periods specified in the option agreement, but no option may be exercised after the expiration of 10 years from the date of grant. The 2016 Stock Option Plan provides the Board with more flexibility when setting the vesting schedule for options which was otherwise fixed in the 2006 Stock Option Plan. On March 21, 2022, the Board adopted further amendments to the 2016 Stock Option Plan, which were approved by shareholders at the 2022 Annual Meeting of Shareholders.

PRSU Plan

The PRSU Plan was approved by Shareholders at the 2018 annual meeting on May 7, 2018. The primary purpose of this PRSU Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified executive officers and senior managers of the Company and its Subsidiaries and to reward such officers and senior managers for their contributions toward the long-term goals and success of the Company and to enable and encourage such officers and senior managers to acquire shares of Common Stock as long-term investments and proprietary interests in the Company.

The PRSU Plan permits the Board to grant RSU awards to employees, consultants or directors of the Company and Performance Share Unit ("PSU") awards to employees and consultants of the Company. In each case, the award of RSUs or PSUs are subject to restrictions in connection with the termination of employment, engagement or term in office. The Board may, in its sole discretion, grant the majority of the awards to insiders of the Company. The number of shares of Common Stock reserved for issuance under this plan is equal to a number that: (a) does not exceed 1,000,000 shares if, and for so long as the Company was listed on the TSX Venture Exchange, or (b) 2.5% of the issued and outstanding Common Stock of the Company, since the Company is listed on the Toronto Stock Exchange. The Board has the authority to condition the grant of RSUs or PSUs upon the attainment of specified performance goals, or such other factors (which may vary between awards) as the Board determines in its sole discretion. The Board has the authority to determine at the time of grant, in its sole discretion, the duration of the vesting period and other vesting terms applicable to the grant of RSUs or PSUs. In the case of PSUs, such awards may be adjusted in accordance with the applicable PSU award agreement.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The Audit Committee reviewed and discussed the information contained in the 2022 first, second, third and fourth quarter earnings announcements with management of the Company and independent registered public accounting firm prior to public release. They also reviewed and discussed the information contained in the 2022 first, second and third quarters' Forms 10-Q and full year Form 10-K with management of the Company and independent registered public accounting firm, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC, prior to filing with the SEC. In addition, the Audit Committee met regularly with management, and the independent registered public accounting firm on various financial and operational matters, including to review plans and scope of audits and audit reports and to discuss necessary action.

In connection with the Company's fiscal 2022 audited consolidated financial statements, the Audit Committee has:

• reviewed and discussed with management the Company's audited consolidated financial statements as of and for the 2022 Fiscal Year;

• discussed with the Company's independent auditors the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditor's Communication with those Charged with Governance, and SEC rule 2-07; and

• received and reviewed the written disclosures and the letter from the Company's independent accountants required by applicable requirements of the PCAOB in Rule 3526, and has discussed with the independent accountant its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, that the audited consolidated financial statements referred to above be included in the Company's Annual Report on Form 10-K for the 2022 Fiscal Year filed with the SEC.

Respectfully submitted,

Bernd J. Melchers (Chairman)
Bernard J. Boudreau
Monika Trzcinska, Ph.D.

Members of the Audit Committee

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

General

The Audit Committee of the Board has engaged Richter LLP to serve as the Company's independent registered public accountants for the fiscal year ending December 31, 2023. Richter, LLP was engaged as the Company's independent auditors on June 15, 2006, following the acquisition of IntelGenx Corp., our subsidiary.

Audit Fees

The following table sets forth, for each of the years indicated, the fees billed by our independent public accountants, Richter, LLP, for the fiscal years ended December 31, 2022 and 2021, and includes fees billed to our Canadian subsidiary, as well as fees for all necessary financial reviews in connection with our regulatory filings.

Audit and Non-Audit Fees

Footnotes:

(1) Audit fees are fees for services provided in connection with the audits of the Company's annual financial statements and reviews of interim quarterly financial statements, as well as audit services provided in connection with other statutory and regulatory filings.

(2) Audit-related fees are aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not otherwise reported as Audit fees.

(3) Tax fees are aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning.

Our auditors will be available at the Meeting to respond to appropriate questions. If our auditors indicate a desire to make a statement at our Meeting, they would be permitted to do so.

Shareholder Vote Requiredproposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL 2 TO RATIFY THE APPOINTMENT OF RICHTER LLP.2.

PROPOSAL 3

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONPROPOSAL TO APPROVE GENERAL CAP REMOVAL

GeneralAs discussed under "Financing Transactions", the Company has completed and agreed to complete a series of transactions which include the Offering, the Subsequent atai Subscription, the Second Loan Agreement implementing the Conversion Feature and the grant of the Call Option pursuant to the Subscription Agreement Amendment, all of which provide for the potential issuance of Shares.

Why does the Company need Shareholder Approval?

Our Shares are listed on the TSX, and as such, we are subject to the requirements in the TSX Company Manual. In order to comply with Section 607(g)(i) of the TSX Company Manual and to satisfy conditions under the Offering, the Subsequent atai Subscription, the Second Loan Agreement and the Subscription Agreement Amendment, we are seeking Shareholder approval to permit the issuance of more than 24.99% of our outstanding Shares in connection with (i) the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature).

Section 14A607(g)(i) of the Exchange ActTSX Company Manual requires that an issuer obtain Shareholder approval for a private placement for an aggregate number of listed securities issuable greater than 24.99% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the market price.

The Notes and the Warrants include "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the rules of the TSX, the aggregate number of Shares issuable in connection with the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be) is limited to the General Cap.

The Second Loan Agreement includes "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the TSX rules, the aggregate number of Shares issuable in connection with the Offering (upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company include in this Proxy Statement forobtaining the Meeting a non-binding, advisory shareholder vote to approve the compensationPricing Shareholder Approval), exercise of the Company's Named Executive OfficersWarrants (including the Subsequent Warrants and the Call Option Warrants, as describedapplicable and subject to the Company obtaining the Pricing Shareholder Approval) and/or the payment of the interest on the Notes in Shares, as the case may be) and the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature) is limited to the General Cap.

What is the Effect on Current Shareholders if the General Cap Shareholder Approval is obtained?

If our Shareholders approve this proposal, we will be able to issue Shares upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), the payment of the interest on the Notes in Shares, as the case may be, and/or the Conversion Feature, in excess of the General Cap.

If Shareholders approve this proposal, and the holders elect to convert their Notes or exercise their Warrants in accordance with their terms in excess of the General Cap, current Shareholders may experience dilution of their current equity ownership in the above under "Directors and Executive Officer's" and "Executive Compensation" set forth inCompany. See "Proposed Dilution".

What is the Proxy Statement.

This proposal, commonly known as a "say-on-pay" proposal, is a non-binding vote, but gives shareholdersEffect on Current Shareholders if the opportunity to express their views on the compensation of the Company's named executive officers. This voteGeneral Cap Shareholder Approval is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers. The next advisory vote shall occur next year.obtained?

Accordingly, the following resolution is submitted for shareholder vote at the Meeting:

RESOLVED, that the shareholders of IntelGenx Technologies Corp. approve, on an advisory basis, the compensation of its named executive officers as disclosed in the Proxy Statement for the Meeting held May 9, 2023, pursuant to Item 402 of Regulation S-K for smaller reporting companies is hereby approved.

As an advisory vote,If this proposal is not binding onapproved, the Board. However,Company would be unable to permit the Compensation Committee, which is responsible for designingconversion of the Notes, the exercise of the Conversion Feature and administeringthe exercise of the Warrants in excess of the General Cap and would be forced to pay cash to meet its obligations under the terms of the Notes and the Second Loan Agreement. In addition, the Company would not receive the proceeds from the Subsequent atai Subscription, the potential exercise of the Call Option and the potential exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval) and the Company would be deemed in default of its obligations under the Second Loan Agreement, the Notes, the Subscription Agreement Amendment and the Warrants.

Where can I find more information regarding the Notes and Warrants?

The above descriptions set forth the material terms of the Notes and Warrants. A more detailed description of the Notes, the Warrants, the Offering, the Subsequent atai Subscription and related transaction documents can be read in the Company's executive compensation program, valuesCurrent Report on Form 8-K as filed with the opinions expressed by shareholders in theirSEC on August 31, 2023.

The Form of Warrants and Form of Notes are attached as exhibits to the Company's Current Report on Form 8-K as filed with the SEC on August 31, 2023.

Shareholder Vote Required

The affirmative vote onof a majority of the votes cast at the Special Meeting is required to approve Proposal 3. Because the affirmative vote of the votes cast at the Special Meeting is required for this proposal, andabstentions will considerhave no effect on the outcome of this proposal. We believe this proposal is not considered a "routine" matter under applicable stock exchange rules, and we expect your broker will be unable to vote your shares on this proposal. If a proxy card is signed and returned but no direction is made, the persons named in your proxy will vote when making future compensation decisions for named executive officers.

Shareholder Vote Requiredyour shares "FOR" this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL 3.

PROPOSAL 4

PROPOSAL TO APPROVE INSIDER CAP REMOVAL

As discussed under "Financing Transactions", the Company has completed and agreed to complete a series of transactions which include the Offering, the Subsequent atai Subscription, the Second Loan Agreement implementing the Conversion Feature and the grant of the Call Option pursuant to the Subscription Agreement Amendment, all of which provide for the potential issuance of Shares to atai, an "insider" of the Company (as such term is defined in the policies of the TSX). No other insiders participated in any of the transactions described above.

Why does the Company need Shareholder Approval?

Our Shares are listed on the TSX, and as such, we are subject to the requirements in the TSX Company Manual. In order to comply with section 607(g)(ii) of the TSX Company Manual and to satisfy conditions under the Offering, the Subsequent atai Subscription, the Subscription Agreement Amendment and the Second Loan Agreement, we are seeking Shareholder approval to permit the issuance of more than 9.99% of our outstanding Shares to atai pursuant to (i) the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature).

Section 607(g)(ii) of the TSX Company Manual requires that an issuer obtain Shareholder approval for a private placement for an aggregate number of listed securities issuable to insiders greater than 9.99% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction.

The Notes and the Warrants include "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the rules of the TSX, the aggregate number of Shares issuable to insiders pursuant to the Offering upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), the payment of the interest on the Notes in Shares, as the case may be, and/or the Conversion Feature is limited to the Insider Cap.

The Second Loan Agreement includes "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the TSX rules, the aggregate number of Shares issuable pursuant to the Offering (upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval) and/or the payment of the interest on the Notes in Shares, as the case may be) and the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares, as per the Conversion Feature) is limited to the Insider Cap.

What is the Effect on Current Shareholders if the Insider Cap Shareholder Approval is obtained?

If our Shareholders approve this proposal, we will be able to issue Shares to atai upon conversion of the Notes (including the Subsequent Notes and the Call Option Notes, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval), the payment of the interest on the Notes in Shares, as the case may be, and/or conversion as per the Conversion Feature, in excess of the Insider Cap.

If Shareholders approve this proposal, and the holders elect to convert their Notes or exercise their Warrants in accordance with their terms in excess of the Insider Cap, current Shareholders may experience dilution of their current equity ownership in the Company. See "Proposed Dilution".

What is the Effect on Current Shareholders if the Insider Cap Shareholder Approval is not obtained?

If this proposal is not approved, the Company would be unable to permit the conversion of the Notes held by atai, the exercise of the Warrants held by atai and conversion as per the Conversion Feature in excess of the Insider Cap and would be forced to pay cash to meet its obligations under the terms of the Notes and the Second Loan Agreement. In addition, the Company would not receive the proceeds from the Subsequent atai Subscription, the potential exercise of the Call Option and the potential exercise of the Warrants (including the Subsequent Warrants and the Call Option Warrants, as applicable and subject to the Company obtaining the Pricing Shareholder Approval) and the Company would be deemed in default of its obligations under the Second Loan Agreement, the Notes, the Subscription Agreement Amendment and the Warrants.

Where can I find more information regarding the Notes and Warrants?

A more detailed description of the Notes, Warrants, the Offering, the Subsequent atai Subscription and related transaction documents can be read in the Company's Current Report on Form 8-K as filed with the SEC on August 31, 2023.

The Form of Warrants and Form of Notes are attached as exhibits to the Company's Current Report on Form 8-K as filed with the SEC on August 31, 2023.

Shareholder Vote Required

The affirmative vote of a majority of the votes cast at the Special Meeting, excluding the votes attached to Shares beneficially owned, or over which control or direction is exercised, by insiders participating in the transactions described under "Financing Transactions" above, is required to approve Proposal 4. For purposes of such disinterested shareholder approval requirements, the 37,300,000 Shares beneficially owned, directly or indirectly, by atai, representing, as of the Record Date, approximately 21.36% of the issued and outstanding Shares (on a non-diluted basis) will be excluded. Because the affirmative vote of the votes cast at the Special Meeting is required for this proposal, abstentions will have no effect on the outcome of this proposal. We believe this proposal is considered a "routine" matter under applicable stock exchange rules, and we expect your broker will have discretion to vote your shares on the proposal. If a proxy card is signed and returned but no direction is made, the persons named in your proxy will vote your shares "FOR" this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL 4.

PROPOSAL 5

ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES IN FAVOR OF THE FOREGOING PROPOSALS

Overview

In order to ensure that approval of the foregoing proposals are obtained, the Board wishes to seek approval of a proposal to adjourn the Special Meeting, if necessary (the "Adjournment Proposal"), to solicit more votes in favor of the foregoing proposals.

Approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority of the number of outstanding Shares will vote against these proposals, we could adjourn or postpone the Special Meeting without a vote on the proposals and use the additional time to solicit the holders of those shares to change their vote in favor of the proposals.

Shareholder Vote Required

The affirmative vote of a majority of the votes cast at the Special Meeting is required to approve Proposal 5. Because the affirmative vote of the votes cast at the Special Meeting is required for this proposal, abstentions will have no effect on the outcome of this proposal. We believe this proposal is not considered a "routine" matter under applicable stock exchange rules, and we expect your broker will be unable to vote your Shares on this proposal. If a proxy card is signed and returned but no direction is made, the persons named in your proxy will vote your Shares "FOR" this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES IN FAVOR OF THE FOREGOING PROPOSALS.

GENERAL AND OTHER MATTERS

Management knowsThe Board does not know of noany matters other than the matters described above that will be presented to the Special Meeting. However, if any other matters properly come before the Special Meeting, or any of its postponements or adjournments, the person or persons voting the proxies will vote them in accordance with their best judgment on such matters.

SOLICITATION OF PROXIES

The Company is making the solicitation of proxies and will bear the costs associated therewith. Solicitations will be made by mail or electronically.

SHAREHOLDER PROPOSALSYou should rely only on the information contained in this Proxy Statement. We have not authorized anyone to provide you with information different from that contained in this Proxy Statement. The information contained in this Proxy Statement is accurate only as of the date of this Proxy Statement, regardless of the time of delivery of this Proxy Statement.

Any shareholder proposals, including shareholder nominees for directors, toIt is important that your common shares be considered for inclusion in our proxy materials for the 2024 annual meeting of shareholders must be received at our principal executive office at 6420 Abrams, Ville Saint Laurent, Quebec H4S 1Y2, Canada no later than November 30, 2023. In connection with any matter to be proposed by a shareholderrepresented at the Special Meeting, butregardless of the number of shares that you hold.  You are, therefore, urged to vote by telephone or by using the Internet as instructed on the applicable enclosed proxy card or execute and return, at your earliest convenience, the applicable enclosed proxy card in the envelope that has also been provided.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements included in this Proxy Statement constitute forward-looking statements within the meaning of applicable securities laws. All statements contained in this Proxy Statement that are not proposed for inclusionclearly historical in our proxy materials,nature are forward-looking, and the proxy holders designated by us for that meeting may exercise their discretionary voting authority with respectwords "anticipate", "believe", "continue", "expect", "estimate", "intend", "may", "plan", "will", "shall" and other similar expressions are generally intended to that shareholder proposal if appropriate noticeidentify forward-looking statements within the meaning of that proposal is not received by us at our principal executive office by February 13, 2024.

For contested director elections held after August 31, 2022, bothSection 27A of the CompanySecurities Act of 1933 and dissident Shareholders presenting their own nominees will distribute universal proxy cards that include all director nominees. To comply with the universal proxy rules, Shareholders who intend to solicit proxies in supportSection 21E of director nominees other than the Company's nominees must provide advance notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934,1934. All forward-looking statements are based on our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but on management's expectations regarding future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Forward-looking statements involve significant known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those implied by forward-looking statements, including but not limited to: failure to receive any required government authorizations; failure to obtain stockholder approval for the Financing Transactions; delays in closing the Financing Transactions; conversion of outstanding convertible notes or exercise of outstanding warrants; equity award issuances; or an exercise of our principal office, 6420 Abrams, Ville St. Laurent, Quebec H4S 1Y2, Attn: Corporate Secretary,outstanding warrants; application of the proceeds received from the Financing Transactions; external market conditions; and our ability to achieve our expected strategic, financial and operational plans. These factors should be considered carefully and you should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in this Proxy Statement are based upon what management believes to be reasonable assumptions, there is no later than March 7, 2024.assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events, except as may be required by applicable securities laws. The factors set forth in Item 1A., "Risk Factors" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as well as any cautionary language in this Proxy Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in the common stock, you should be aware that the occurrence of the events described as risk factors and elsewhere in this report could have a material adverse effect on our business, operating results and financial condition.

WHILE YOU HAVE THE MATTER IN MIND, PLEASE VOTE BY INTERNET OR COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Horst Zerbe

Dr. Horst G. Zerbe, Chairman

Appendix A

Certificate of Amendment to Certificate of Incorporation

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTELGENX TECHNOLOGIES CORP.
A Delaware Corporation

Under Section 242 of the
General Corporation Law

The undersigned, Dwight Gorham, being the Chief Executive Officer of the INTELGENX TECHNOLOGIES CORP. (the "Corporation"), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the "DGCL"), does hereby certify:  

The total number of shares of stock which is the Corporation is authorized to issue is as follows:

IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this __ day of November, 2023.

INTELGENX TECHNOLOGIES CORP.

By:
Name: Dwight Gorham
Title: Chief Executive Officer

NOTICE OF INTERNET AVAILABILITY OF

PROXY MATERIALS

The AnnualSpecial Meeting of Shareholders of

IntelGenx Technologies Corp.

will be held virtually on May 9,November 28, 2023, at 11:00 AM

PROXY STATEMENT 2022 ANNUAL REPORT TO SHAREHOLDERS, AND PROXY CARD ARE AVAILABLE AT:

www.annualgeneralmeetings.com/igxt2023

https://annualgeneralmeetings.com/igxtsp2023

Dear Shareholder:

The AnnualSpecial Meeting of Shareholders of IntelGenx Technologies Corp, to be held virtually on May 9,November 28, 2023 at 11:00 AM, , has been called to consider and act upon the following matters:

1.To elect eight (8) directorsamend the Company's Certificate of Incorporation to serve untilincrease the next Annual Meetingauthorized common stock from 450,000,000 shares of Shareholders common stock to 580,000,000 shares of common stock;

2. To approve (i) for purposes of complying with Section 607(e) of the Toronto Stock Exchange ("TSX") Company Manual, the conversion of notes (the "Subsequent Notes") issuable to atai Life Sciences AG ("atai") pursuant to the subscription by atai (the "Subsequent atai Subscription") for 750 units (the "Subsequent Units") comprised of Subsequent Notes and warrants (the "Subsequent Warrants")and conversion of notes (the "Call Option Notes") issuable to atai upon exercise of a right (the "Call Option"), at any time prior to August 31, 2026, to purchase up to 7,401 units (the "Call Option Units") comprised of Call Option Notes and warrants (the "Call Option Warrants") at a price of US$0.185 per share of common stock of the Company (each, a "Share") which conversion price may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time of issuance of the Subsequent Notes and the Call Option Notes, respectively, (ii) for purposes of complying with Section 607(e) of TSX Company Manual, the payment of interest (the "Interest") payable to atai pursuant to the second amended and restated loan agreement effective as of September 30, 2023 among the Company, IntelGenx Corp. and atai (the "Second Loan Agreement") in Shares at a price of US$0.185 per Share, which may be less than the market price of the Shares less the maximum allowable discount permitted under the rules of the TSX at the time such Interest becomes due, and (iii) for purposes of complying with Section 607(i) of the TSX Company Manual, the exercise of Subsequent Warrants and Call Option Warrants at an exercise price of US$0.26 per Share, which may be less than the market price of the Shares at the time of issuance of the Subsequent Warrants and the Call Option Warrants, respectively;

3. To approve for purposes of complying with Section 607(g)(i) of the TSX Company Manual, the issuance of Shares in excess of 24.99% of the issued and outstanding Shares in connection with (i) the non-brokered private placement (the "Offering") of units (the "Initial Units") announced on August 31, 2023 (upon conversion of the notes comprising part of the Initial Units (the "Initial Notes"), exercise of the warrants comprising part of the Initial Units (the "Initial Warrants") and/or the payment of interest on the Initial Notes in case until their successors have been duly elected and qualified.

2.To ratify the selection of Richter LLPShares, as the Company's independent auditorscase may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be), and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares);

4. To approve for purposes of complying with Section 607(g)(ii) of the fiscal year ending December 31, 2023.TSX Company Manual, the issuance of Shares to "insiders" of the Company (as such term is defined in the policies of the TSX) in excess of 9.99% of the issued and outstanding Shares pursuant to (i) the Offering (upon conversion of the Initial Notes, exercise of the Initial Warrants and/or the payment of interest on the Initial Notes in Shares, as the case may be), (ii) the Subsequent atai Subscription (upon conversion of the Subsequent Notes and/or exercise of the Subsequent Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Subsequent Notes in Shares, as the case may be), (iii) the Call Option (upon conversion of the Call Option Notes and/or exercise of the Call Option Warrants, subject to the Company obtaining the Pricing Shareholder Approval, and/or the payment of interest on the Call Option Notes in Shares, as the case may be) and (iv) the Second Loan Agreement (upon conversion of the principal outstanding under the Second Loan Agreement into Shares and/or, subject to the Company obtaining the Pricing Shareholder Approval, payment of Interest accrued and outstanding under the Second Loan Agreement in Shares);

5. To approve the adjournment of the Special Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals; and

3.Advisory vote on executive compensation.6. To consider and transact such other business as may properly come before the Special Meeting and any adjournments thereof.

Our Board of Directors recommends a vote "FOR" all director nomineesProposals 1, 2, 3, 4 and "FOR" Proposals 25.

Pursuant to the rules adopted by each of the Securities and 3.

Exchange Commission and the Canadian securities regulatory authorities (pursuant to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101")), we have elected to provide access to our Special Meeting materials over the internet in lieu of mailing printed copies. You may use the number noted below to obtain additional information about the notice and access process under NI 54-101. Complete proxy materials, including the Proxy Statement 2022 Annual Report to Shareholders, and proxy card, are available to you on-line at www.annualgeneralmeetings.com/igxt2023https://annualgeneralmeetings.com/igxtsp2023, on SEDAR+ under the Company's profile at www.sedarplus.ca or upon your request by e-mail or first-class mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. Meeting-related materials will be available for viewing for up to one year from the date of posting and a paper copy of the materials can be requested at any time during this period.

A shareholder who wishes to obtain additional information about the notice and access process under NI 54-101 should contact the Company's transfer agent, Angela A. Lamb of Pacific Stock Transfer Company,  by telephone number: 1-800-785-7782 (Canada Toll-Free) or email: alamb@PacificStockTransfer.com.

You may vote online or by mail following the instructions in the Proxy Statement. If you wish to vote online, you will need your ""Shareholder Control Number"Number" (which can be found in the bottom right handright-hand corner of this notice) and the web address, all of which will be included with or on the proxy card located on the Internet website stated above or mailed to you at your request. No other personal information will be required in order to vote in this manner. If you wish to vote by mail, simply print out the proxy card located on the Internet website stated above, mark the proxy card accordingly, print the full name/ registration as it appears on your shares, sign and return it to us at the address indicated on the proxy card.

Important Notice Regarding the Availability
of Proxy Materials for the Shareholder Special Meeting
To Be Held on May 9,November 28, 2023:

(1) This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

(2) The Proxy Statement 2022 Annual Report to Shareholders, and proxy card are available at www.annualgeneralmeetings.com/igxt2023https://annualgeneralmeetings.com/igxtsp2023 andon SEDAR+ under the Company's profile at www.sedarplus.ca.

(3) If you want to receive a paper or e-mail copy of these documents for this AnnualSpecial Meeting and future annual shareholder meetings, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 25,November 14, 2023 to facilitate timely delivery.

To request a paper or email copy of these documents, either:

Call our toll-free number - 1-800-785-7782; or

Visit our website at www.annualgeneralmeetings.com/igxt2023;https://annualgeneralmeetings.com/igxtsp2023; or

Send us an email at cs@pacificstocktransfer.com

Please clearly identify the documents you are requesting, our Company name, and your name along with the Shareholder Control Number located in the lower right handright-hand corner of this notice and the name and address to which the materials should be mailed or emailed, as applicable.

INTELGENX TECHNOLOGIES CORP.

Special Meeting of Shareholders

November 28, 2023 11:00 AM

This proxy is solicited by the Board of Directors

The shareholder hereby appoints Dr. Horst G. Zerbe and Andre Godin, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of common stock of INTELGENX TECHNOLOGIES CORP. (the "Company") that the shareholder is entitled to vote at the Special Meeting of Shareholders (the "Meeting") to be held at 11:00 AM, EDT on November 28, 2023 and any adjournment or postponement thereof. The Meeting will be in a completely virtual format and will be conducted by way of a live audio webcast through a Virtual Platform. There will be no physical Meeting location. In order to attend the Meeting, you must register in advance at https://register.proxypush.com/IGXT prior to the deadline of November 24, 2023 at 5:00 p.m. Eastern Time.

THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN TO VOTE UPON OR ACT WITH RESPECT TO SUCH COMMON STOCK AND HEREBY RATIFIES AND CONFIRMS ALL THAT THE PROXIES, THEIR SUBSTITUTES OR ANY OF THEM MAY LAWFULLY DO BY VIRTUE HEREOF.

The Board of Directors of IntelGenx Technologies Corp. recommends a vote FOR proposals 1 to 5 listed below.

1. To amend the Certificate of Incorporation to increase the authorized common stock from 450,000,000 shares of common stock to 580,000,000 shares.

□ FOR □ AGAINST □ ABSTAIN

2. To approve for purposes of complying with Sections 607(e) and 607(i) of the Toronto Stock Exchange ("TSX") Company Manual, the issuance of shares of common stock of the Company (each, a "Share") at prices which may be less than the minimum price permitted under the rules of the TSX in connection with certain financing transactions, as further described in the proxy statement;

□ FOR □ AGAINST □ ABSTAIN

3. To approve for purposes of complying with Section 607(g)(i) of the TSX Company Manual the issuance of Shares in excess of 24.99% of the issued and outstanding Shares in connection with certain financing transactions, as further described in the proxy statement.

□ FOR □ AGAINST □ ABSTAIN

4. To approve for purposes of complying with Section 607(g)(ii) of the TSX Company Manual, the issuance of Shares to "insiders" of the Company (as such term is defined in the policies of the TSX) in excess of 9.99% of the issued and outstanding Shares in connection with certain financing transactions, as further described in the proxy statement.

□ FOR □ AGAINST □ ABSTAIN

5. To approve the adjournment of the Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals.

□ FOR □ AGAINST □ ABSTAIN

Please date this proxy and sign your name exactly as it appears hereon. Where there is more than one owner, each should sign. When signing as an attorney, administrator, executor, guardian or trustee, please add your title as such. If executed by a corporation, the proxy should be signed by a duly authorized officer.

Signature _________________________________________

Signature (Co-owner) _______________________________

Dated: __________________, 2023

□ Please Mark Here for Address Change or Comments. Provide updated address or comments in the space provided below.

□ I agree to receive all future communications related to these holdings electronically via the email address provided below. I understand I am able to change this selection at any time in the future.

EMAIL ADDRESS: ________________________________________________________________________

Please return your completed proxy whether or not you plan to attend the virtual Meeting. You may nevertheless vote in person if you do attend.

If you vote by Internet, you do NOT need to mail back your proxy card

YOUR VOTE IS IMPORTANT

Voting Instructions are on Reverse.

Voting Instructions

You may vote your proxy in the following ways:

 Via Internet:

 Login to https://annualgeneralmeetings.com/igxtsp2023

 Enter your control number (12 digit number located below)

 Via Mail:

Pacific Stock Transfer Company

Proxy Department

6725 Via Austi Parkway, Suite 300

Las Vegas, Nevada 89119

 Via Virtual Meeting:

The Company will be hosting its 2023 Special Meeting live via the Internet. In order to attend the meeting, you must register in advance at https://register.proxypush.com/IGXT prior to the deadline of November 24, 2023 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Special Meeting and will permit you to submit questions at the time of registration. Registered shareholders will also be able to vote at the virtual meeting.

CONTROL NUMBER

You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m., prevailing time, on November 27, 2023. Your Internet vote authorizes the named proxies to vote in the same manner as if you marked, signed and returned your proxy card.