SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2018 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2018, between IntelGenx Technologies Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2018 • IntelGenx Technologies Corp. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT INTELGENX TECHNOLOGIES CORP.Security Agreement • May 23rd, 2007 • IntelGenx Technologies Corp. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IntelGenx Technologies Corp., a Delaware corporation (the “Company”), up to ____ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2011 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2011, between IntelGenx Technologies Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 99.1 ------------ SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made as of the 10th day of April, 2006. BETWEEN: HORST ZERBE, INGRID ZERBE AND JOEL COHEN, (each a "Vendor" and collectively, the "Vendors")Share Exchange Agreement • May 5th, 2006 • Big Flash Corp • Non-operating establishments • Ontario
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE SEPTEMBER 22, 2009Convertible Security Agreement • May 23rd, 2007 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of IntelGenx Technologies Corp., a Delaware corporation, (the “Company”), having its principal place of business at 6425 Abrams, Ville Saint Laurent, Quebec, Canada H4S 1X9, designated as its 8% Senior Secured Convertible Debenture due September 22, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT INTELGENX TECHNOLOGIES CORP.Securities Agreement • July 29th, 2010 • IntelGenx Technologies Corp. • Pharmaceutical preparations
THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) amends and restates in its entirety the First Amended and Restated Warrant to Purchase Shares of Common Stock, issued by IntelGenx Technologies Corp., a Delaware corporation (the “Company”) to the Warrantholder on March 19, 2008, which amended and restated in its entirety the Common Stock Purchase Warrant issued by the Company to the Warrantholder on May 22, 2007.
SECURITY AGREEMENTSecurity Agreement • May 23rd, 2007 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of May 22, 2007 (this “Agreement”), is among IntelGenx Technologies Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due September 22, 2009 and issued on May 22, 2007 in the original aggregate principal amount of up to $4,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 23rd, 2007 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of May 22, 2007 (this “Guarantee”), made by each of the signatories hereto (collectively, together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between IntelGenx Technologies Corp., a Delaware corporation (the “Company”) and the Purchasers.
COMMON STOCK PURCHASE WARRANT INTELGENX TECHNOLOGIES CORP.Common Stock Purchase Warrant • October 22nd, 2018 • IntelGenx Technologies Corp. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IntelGenx Technologies Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2007 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2007 between IntelGenx Technologies Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
IntelGenx Technologies Corp. Maximum: 2,000,000 Shares of Series A Convertible Cumulative Preferred Stock $0.00001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 20th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
IntelGenx Technologies Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 2,000,000 shares of series A convertible cumulative preferred stock, $0.00001 par value per share (the "Preferred Stock") of the Company to investors (collectively, the "Investors"), at a purchase price of $10.00 per share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Preferred Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
INTELGENX TECHNOLOGIES CORP. as Issuer and as U.S. Trustee and as Canadian Trustee Indenture Dated as of [ ]Indenture • October 4th, 2018 • IntelGenx Technologies Corp. • Pharmaceutical preparations • Ontario
INDENTURE, dated as of ____________________, between INTELGENX TECHNOLOGIES CORP., a corporation duly continued and existing under the laws of Delaware (herein called the “Company”), having its principal office at 6420 Abrams, Ville Saint Laurent, QuebecH4S 1Y2, Canada, and ______________________, a ______________________, organized under the laws of ______________________, as U.S. trustee (herein called the “U.S. Trustee”), and ______________________, a ______________________, organized under the laws of ______________________, as Canadian trustee (the “Canadian Trustee” and, together with the U.S. Trustee, the “Trustees”).
PLACEMENT AGENT WARRANT INTELGENX TECHNOLOGIES CORP.Placement Agent Warrant • August 26th, 2013 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT WARRANT (the “Warrant”), issued pursuant to Section 2(e) of the Placement Agent Agreement (the “Placement Agent Agreement”), dated as of August __, 2013, by and between the Company and Roth Capital Partners, LLC, certifies that, for value received, •(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Original Issue Date (as defined below) (the “Exercisability Date”) and on or prior to the close of business on the date that is thirty (30) months following the Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IntelGenx Technologies Corp., a Delaware corporation (the “Company”), up to _______1 shares (the “Warrant Shares”) of common stock, par value $0.00001 (the “Common Stock”), of the Company.
INTELGENX TECHNOLOGIES CORP. • Units Each Unit Consisting of One Share of Common Stock and • of One Warrant to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 26th, 2013 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
SELLING AGENCY AGREEMENTSelling Agency Agreement • January 9th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations
This engagement letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein, with regard to those specific sections that are agreed to be binding, this engagement letter is not intended to be a binding legal document.
CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENTCo-Development and Commercialization Agreement • November 9th, 2010 • IntelGenx Technologies Corp. • Pharmaceutical preparations • London
THIS CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2010 (the “Effective Date”), by and between IntelGenx Corp., a Canadian corporation (“IntelGenx”), and RedHill Biopharma Ltd., an Israeli company (“RedHill”). IntelGenx and RedHill each may be referred to herein individually as a “Party,” or collectively as the “Parties”.
EXECUTION COPYMemorandum of Agreement • March 30th, 2016 • IntelGenx Technologies Corp. • Pharmaceutical preparations • Quebec
BETWEEN: INTELGENX CORP., a corporation constituted under the laws of Canada, having its head office at 6420 Abrams, Ville St.-Laurent, Quebec H4S 1Y2 duly represented herein by Dr. Horst Zerbe, its CEO and President, duly authorized to do so as he declares
AGENCY AGREEMENTAgency Agreement • July 14th, 2009 • IntelGenx Technologies Corp. • Pharmaceutical preparations • Ontario
The undersigned, Paradigm Capital Inc., Bolder Investment Partners, Ltd. and Union Securities Ltd. (collectively, the “Agents”), understand that IntelGenx Technologies Corp. (the “Company”) proposes to issue and sell, subject to requisite regulatory approval, up to 15,000,000 special warrants (individually a “Special Warrant” and, collectively, the “Special Warrants”) having the terms described herein, at a price of C$0.40 per Special Warrant (the “Issue Price”) for aggregate gross proceeds to the Company of up to C$6,000,000. The offering of Special Warrants is hereinafter referred to as the “Offering”. Each Special Warrant shall entitle the holder thereof to acquire for no additional consideration or further action on the part of the holder, and subject to adjustment in certain circumstances as set out in the Special Warrant Certificate (as hereinafter defined), one unit of the Company (a “Unit”) on the Automatic Exercise Date (as hereinafter defined), provided that in the event that
INTELGENX TECHNOLOGIES CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2008 • IntelGenx Technologies Corp. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of the 27th day of March, 2008 between IntelGenx Technologies Corp., a Delaware corporation (the “Company”), and Paradigm Capital Inc. (the “Agent”).
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 25th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 8, 2024 (as amended, restated, modified and/or supplemented, from time to time, this "Agreement"), amending and restating the Amended and Restated Loan Agreement originally effective as of March 8, 2021 and as amended and restated as of September 14, 2021, and further amended and restated as of September 30, 2023 (the "Existing Agreement"), is made by and among INTELGENX CORP., ATAI LIFE SCIENCES AG and INTELGENX TECHNOLOGIES CORP.
AGENCY AGREEMENTAgency Agreement • January 29th, 2020 • IntelGenx Technologies Corp. • Pharmaceutical preparations
The undersigned, Echelon Wealth Partners Inc. (the “Agent”) understands that IntelGenx Technologies Corp. (the “Corporation”) proposes to issue and offer for sale up to an aggregate amount of 20,000,000 units of the Corporation (each, an “Offered Unit” and collectively, the “Offered Units”) at the purchase price of $0.50 per Offered Unit (the “Offering Price”) for minimum aggregate gross proceeds to the Corporation of $5,000,000 (“Minimum Offering”) and maximum aggregate gross proceeds of $10,000,000 (the “Offering”). Each Offered Unit will be comprised of one share of common stock (a “Common Share”) of the Corporation, and one Common share purchase warrant (each, a “Warrant” and the Common Shares underlying the Warrants, the “Warrant Shares”). Each Warrant entitles the holder thereof to acquire one Common Share for an exercise price of $0.75 per Common Share (the “Exercise Price”) for a period of 36 months following the Closing Date.
TRUST INDENTURE between INTELGENX TECHNOLOGIES CORP. and TSX Trust Company providing for the issue of Convertible Unsecured Subordinated Debentures Dated as of July 12, 2017Trust Indenture • July 12th, 2017 • IntelGenx Technologies Corp. • Pharmaceutical preparations
TO: Holders of 8.00% Convertible Unsecured Subordinated Debentures (the “Debentures”) of INTELGENX TECHNOLOGIES CORP. (the “Corporation”)
Ladies and Gentlemen:Placement Agency Agreement • October 22nd, 2018 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
Subject to the terms and conditions herein (this “Agreement”), IntelGenx Technologies Corp., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of up to $12,001,020 of registered securities of the Company, including, but not limited to, up to 17,144,314 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the "Common Stock”), and up to 8,572,157 Common Stock purchase warrants to purchase shares of Common Stock (the “Warrants” and the shares of Common Stock underlying the Warrants, the “Warrant Shares”, directly to various investors (each, an “Investor” and, collectively, the “Investors” and the Investors in the United States, the “U.S. Investors”) through H.C. Wainwright & Co., LLC (“Wainwright” or “U.S. Placement Agent”) and, by separate Placement Agency Agreement (“Canadian PAA”), Echelon Wealth Partners Inc. (“Echelon” or “Canada Placement Agent”) (the U.S. Placement Agent and Canada Placement Agent, collectively, the “Plac
AGENCY AGREEMENTAgency Agreement • July 5th, 2017 • IntelGenx Technologies Corp. • Pharmaceutical preparations
The undersigned, Desjardins Securities Inc. (the “Lead Agent”), Laurentian Bank Securities Inc. (“Laurentian”) and Echelon Wealth Partners Inc. (“Echelon” and, collectively with the Lead Agent and Laurentian, the “Agents” and each individually, an “Agent”) understand that IntelGenx Technologies Corp. (the “Corporation”) proposes to issue and offer for sale a minimum of $5,000,000 and a maximum of $10,000,000 aggregate principal amount of Debentures (as hereinafter defined) due June 30, 2020 (the “Maturity Date”) at a price of $1,000 per Debenture (the “Offering Price”). The Debentures will bear interest at an annual rate of 8% payable semi-annually on the last day of June and December of each year (or the immediately following business day if any interest payment date would not otherwise be a business day), commencing on December 31, 2017. The Debentures will be redeemable, in whole or in part, at the option of the Corporation and each Debenture will be convertible into common shares o
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2018 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2018, between IntelGenx Technologies Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
DEVELOPMENT SERVICES AND COMMERCIALIZATION AGREEMENT BY AND BETWEEN PAR PHARMACEUTICAL, INC. AND INTELGENX CORP. DATED AS OF JANUARY 8, 2014Development Services and Commercialization Agreement • March 11th, 2014 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
THIS DEVELOPMENT SERVICES AND COMMERCIALIZATION AGREEMENT (this "Agreement") is hereby entered into and effective as of January 8, 2014 (the "Effective Date") by and between Par Pharmaceutical, Inc., a Delaware corporation with offices located at One Ram Ridge Road, Spring Valley, New York 10977, U.S.A. ("Par"), and IntelGenx Corp., a Canadian corporation with offices located at 6425 rue Abrams, Saint Laurent, Quebec, Canada H4S-1X9 ("IntelGenx").
March 27, 2008Lock-Up Agreement • March 28th, 2008 • IntelGenx Technologies Corp. • Pharmaceutical preparations
INTELGENX TECHNOLOGIES CORP. AMENDING LETTER RE: SUBSCRIPTION AGREEMENT FOR UNITSSubscription Agreement • March 28th, 2008 • IntelGenx Technologies Corp. • Pharmaceutical preparations
Reference is made to that subscription agreement (the “Subscription Agreement”) between the undersigned Subscriber, IntelGenx Technologies Corp. (“IntelGenx” or the “Corporation”) and the Agent, whereby the Subscriber agreed to purchase from the Corporation that number of Units set out therein at a price of US$0.70 per Unit. The parties to the Subscription Agreement have agreed to amend the terms of the Subscription Agreement (the “Amendment”) as follows:
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT BY AND AMONG INTELGENX TECHNOLOGIES CORP. (FKA BIG FLASH CORPORATION), HORST ZERBE AND INGRID ZERBERegistration Rights Agreement • November 10th, 2016 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
THIS AMENDMENT (this “Amendment”) is executed as of November 8, 2016, by and among IntelGenx Technologies Corp. (fka Big Flash Corporation) (the “Company”), a Delaware corporation, and Horst Zerbe and Ingrid Zerbe (collectively, the “IntelGenx Principals”), together with the IntelGenx Principals’ qualifying transferees (the “Holders”).
AMENDMENT dated May 1, 2019 to that MEMORANDUM OF AGREEMENT executed on October 1, 2014 and effective July 15, 2014 ("Amendment").Memorandum of Agreement • May 9th, 2019 • IntelGenx Technologies Corp. • Pharmaceutical preparations
BETWEEN INTELGENX CORP., a corporation constituted under the law of Canada, having its head office at 6425 Abrams, Ville St.-Laurent, Quebec H4S 1X9 duly represented by John Marinucci, Chair of the Compensation Committee duly authorized to do so as he declares
LOAN AGREEMENTLoan Agreement • March 25th, 2021 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
This LOAN AGREEMENT, dated as of March 8, 2021 (as amended, restated, modified and/or supplemented, from time to time, this "Agreement") is made by and among INTELGENX CORP. and ATAI LIFE SCIENCES AG.
ESCROW AGREEMENTEscrow Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • Delaware
This ESCROW AGREEMENT (this "Agreement") dated as of this 10th day of January 2024 by and among IntelGenx Technologies Corp., a Delaware corporation (the "Company"), having an address at 6420 Abrams, Ville Saint Laurent, Quebec, Canada H4S 1Y2; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 ("Global Selling Agent"), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the "Escrow Agent"). The Company and the Placement Agent, each a "Party," are collectively referred to as "Parties" and individually, a "Party."
CONFIDENTIAL TREATMENT REQUESTED Redacted portions are indicated by [****] Redacted portions filed separately with the SEC pursuant to the confidential treatment request PROJECT TRANSFER AGREEMENTProject Transfer Agreement • May 14th, 2010 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
THIS PROJECT TRANSFER AGREEMENT (this “Agreement”) is hereby entered into and effective as of May 7, 2010 (the “Effective Date”) by and between IntelGenx Corp., a Canadian corporation, having an address at 6425 Abrams Ville Saint-Laurent, Quebec H4S 1X9 Canada (“IntelGenx”) on the one hand, and Cary Pharmaceuticals Inc., a Delaware corporation with offices located at 9903 Windy Hollow Road, Great Falls, Virginia 22066 (“Cary”) on the other. IntelGenx and Cary are sometimes referred to in this Agreement collectively as the “Parties” and each individually a “Party”.
AGENCY AGREEMENTAgency Agreement • August 30th, 2010 • IntelGenx Technologies Corp. • Pharmaceutical preparations • British Columbia
We, Bolder Investment Partners, Ltd. (the “Agent”), understand that IntelGenx Technologies Corp. (the “Issuer”) proposes to sell up to 6,500,000 units (as hereinafter defined) at a price of $0.40 per Unit, and that the Issuer wishes to appoint the Agent as its sole and exclusive agent to distribute the Units to purchasers (the “Purchasers”) who are qualified to purchase such Units pursuant to the Exemptions (as defined below). The Agent is willing to accept such appointment, pursuant to the terms and conditions set forth below.
