AMENDMENT dated May 1st, 2019 to that MEMORANDUM OF AGREEMENT executed on July 20, 2015 ("Amendment").

AMENDMENT dated May 1st, 2019 to that MEMORANDUM OF AGREEMENT executed on July 20, 2015 ("Amendment").

BETWEEN	INTELGENX CORP., a corporation constituted under the law of Canada, having its head office at 0000 Xxxxxx, Xxxxx Xx.-Xxxxxxx, Xxxxxx X0X 0X0 duly represented by Xx. Xxxxx Xxxxx, its CEO and President, duly authorized to do so as he declares
	(hereinafter called the "Corporation")
AND:	Xxxxx Xxxxx, domiciled and residing at 000 xxx Xxxxxxxxxxx, Xxxxx, Xxxxxx (hereinafter called the "Executive")

WHEREAS the Corporation and the Executive wish to amend the MEMORANDUM OF AGREEMENT between them executed on July 17, 2015 (the "Agreement");

WHEREAS the Corporation and the Executive agree that this Amendment is for the parties' mutual benefit and consideration;

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Amendment to Paragraph 10 of the Agreement

The Corporation and the Executive do hereby amend Section 10 of the Agreement such that Section 10 of the Agreement states, in its entirety, as follows:

"10. Incentive Plans

10.1 Short Term Incentive Plan: Bonus

The Executive shall be entitled to receive an annual bonus in respect of each fiscal year that falls, in whole or in part, during the term of the Executive's employment hereunder, which will be paid based upon the achievement of specific performance targets, namely defined financial and other criteria for the Corporation.

The Executive's target bonus for meeting the performance targets shall be up to forty percent (40%) of Base Salary.

The establishment and elaboration of the criteria for the performance targets prior to the commencement of any year, and the subsequent assessment of performance results at year end, shall be done by the Compensation Committee of the Board in its sole discretion, in consultation with the CEO and Chairman of the Board. The performance targets shall be established by the Compensation Committee of the Board before or within the first quarter of each fiscal year.

Any bonus payable pursuant to this Section 10.1 shall be payable following the fiscal year-end and subject to Board approval of any bonus payable and of the audited financial statements, or at such other time as may be agreed upon between the Executive and the Corporation.

Notwithstanding the foregoing, if the Corporation determines, in its sole good faith discretion, that it is not appropriate or in the best interests of the Corporation for it to award or pay any bonus in light of and based upon its financial condition, it may decide not to pay or award any bonus. For purposes of clarity, the Corporation may decide not to award or pay a bonus under this paragraph even if the Corporation's poor financial condition is not related to any poor performance, act or omission of the Executive."

2. Consideration

The Corporation and the Executive agree that this Amendment is being made for good and valuable consideration, including but not limited to, the execution of similar agreements by other Corporation executives who would not have agreed to such amendments but for Executive's agreement to this Amendment, which agreement is in the best interest of the Corporation's long term success and viability, which shall enure to the Executive's benefit.

3. Remaining Terms of Agreement Unaffected, Affirmed, and in Full Force

The Corporation and the Executive agree and affirm that the remaining terms of the Agreement, except for Section 10 which is effective as amended above, remain in full force and effect.

AND THE PARTIES HAVE SIGNED

INTELGENX CORP.

Per:  /s/ Xxxxx X. Xxxxx  

 /s/ Xxxxx Xxxxx