IntelGenx Technologies Corp.: Form DEF 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ___)

☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12

INTELGENX TECHNOLOGIES CORP.
(Name of Registrant as specified in its charter)

____________________________________________________________
(Name of Person(s) Filing Proxy Statement), if other than Registrant)

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the "Meeting") of IntelGenx Technologies Corp. (the "Company"), which will be held at 11:00 a.m. Eastern Time, on Tuesday, May 7, 2024 as a virtual meeting only. Shareholders wishing to attend the virtual Meeting online must register in advance at Register.proxypush.com/IGXT prior to the deadline of 5:00 p.m. Eastern Time on May 3, 2024. In order to attend the 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 Meeting and to vote online. Shareholders will be able to submit questions for the 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 Meeting are provided in the attached Notice of Annual Meeting and Proxy Statement. Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the 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, 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 Meeting, and I appreciate your continued support of our Company.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY MAY 7, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the "Meeting") of IntelGenx Technologies Corp., a Delaware corporation ("IntelGenx" or the "Company"), will be held on Tuesday, May 7, 2024 at 11:00 a.m. Eastern Time as a virtual meeting only. Shareholders wishing to attend the Meeting online must register in advance at Register.proxypush.com/IGXT prior to the deadline of 5:00 p.m. Eastern Time on May 3, 2024. In order to attend the 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 Meeting and vote online. Shareholders will be able to submit questions for the Meeting by using the box provided during the registration process only. You will not be able to attend the 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 Meeting materials, which include this Proxy Statement, over the Internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability of Proxy Materials to our shareholders of record as of March 11, 2024 (the "Record Date") for the first time on or about March 27, 2024. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the Meeting materials and will also contain instructions on how to request a printed copy of the 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 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 Meeting at least 15 minutes prior to the commencement of the Meeting. You may begin to log into the Meeting Virtual Platform beginning at 10:45 a.m. Eastern Time on Tuesday May 7, 2024. The Meeting will begin promptly at 11:00 a.m. Eastern Time. If you encounter any difficulties with the Virtual Platform on the day of the Meeting, navigate to the FAQ 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 7, 2024 and will remain available until the Meeting has finished.

1. To elect eight directors to the Company's Board of Directors to serve until the next Annual Meeting of Shareholders of the Company or until their successors are duly elected and qualified;

2. To ratify the appointment of Richter LLP as the Company's Independent Registered Public Accountants for the 2024 fiscal year;

3. To vote on a non-binding, advisory proposal to approve the compensation of the named executive officers; and

4. To consider and, if deemed advisable, pass an ordinary resolution, approving all unallocated restricted share units and performance share units under the Company's Performance and Restricted Share Unit Plan;

5. To consider and transact such other business as may properly come before the 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 11, 2024 as the date for determining the shareholders of record entitled to receive notice of, and to vote at, the 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 person or by proxy, at the Meeting. Consequently, whether or not you now expect to be present, 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 Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSALS 1-4 SET FORTH HEREIN.

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 Annual Meeting of Shareholders to be held virtually on Tuesday, May 7 2024, and at any adjournment thereof (the "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.

Only shareholders of record (each a "Shareholder" and collectively, the "Shareholders") at the close of business on March 11, 2024 (the "Record Date") are entitled to vote at the Meeting. As of the Record Date, there were 174,658,096 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 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" each of the four 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 virtual Meeting.

If a Shareholder attends and votes at the virtual meeting, they will be considered to have attended and voted "in person." The presence in person at the virtual 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 Meeting. Assuming a quorum is present at the Meeting, and the approval of directors of the Board (each a "Director" and collectively, the "Directors"), Proposals 1 through 4 presented herein require the approval of a majority of the votes cast by shareholders entitled to vote and present in person or represented by proxy at the Meeting. 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 virtual 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, 3 and 4 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, 3 and 4.

Copies of the Company's Annual Report for the fiscal year ended December 31, 2023 (the "2023 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 11, 2024.

This Proxy Statement, the accompanying Notice of Annual Meeting and the form of proxy have been first sent to the Shareholders on or about March 27, 2024.

The 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 Meeting location.

You are entitled to attend and participate in the Meeting if you were a shareholder as of the close of business on March 11, 2024, the record date, or hold a valid proxy for the meeting. In order to attend the Meeting, you must register in advance at https://register.proxypush.com/IGXT prior to the deadline of May 3, 2024 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 Meeting and will permit you to submit questions at the time of registration. The 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 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 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 Meeting provided you register in a timely basis. However, if you hold your shares in "street name," in order to vote your shares at the meeting you will need to follow the procedures set forth in the section below "Voting at the Meeting."

To vote at the Meeting, you must register in advance at https://register.proxypush.com/IGXT prior to the deadline of May 3, 2024 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 Meeting. If you are a shareholder of record, you can vote at the virtual Meeting by accessing the meeting website and entering the control number found on your proxy card and following the instructions on the website for voting at the 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." 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 virtual 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 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 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 labeled as "Legal Proxy" and be received no later than May 3, 2024. You will receive a confirmation of your registration by email after we receive your registration materials, including instructions for voting at the Meeting.

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

This Proxy Statement, the Notice of Internet Availability of Proxy Materials, the Notice of Annual Meeting and accompanying Proxy Card were first made available for access by our stockholders on or about March 27, 2024 to all stockholders of record entitled to vote at the Meeting.

It is your legal designation of another person to vote the Common Stock that you own. That other person is called a "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 Andre Godin, President and Chief Financial Officer, has been designated as a proxy for the Meeting.

The record date for the Meeting is March 11, 2024. The record date is established by the Company as required by the Delaware General Corporation Law and our Bylaws. Shareholders (registered shareholders and street name holders) at the close of business on the Record Date are entitled to:

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 16 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?

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

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

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:

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:

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:

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. WHAT ARE THE VOTING CHOICES WHEN VOTING TO PASS AN ORDINARY RESOLUTION, APPROVING THE 2024 RESOLUTION (AS DEFINED IN PROPOSAL 4), AND WHAT VOTE IS NEEDED TO APPROVE THE 2024 RESOLUTION?

The passing of the 2024 Resolution will be approved if a majority of the votes cast at the Meeting are "FOR" the proposal. Our Board recommends a vote "FOR" this proposal.

You may vote if you owned stock as of the close of business on March 11, 2024. Each share of our Common Stock is entitled to one (1) vote.

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.

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 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.

14. 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 which 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, "FOR" the compensation of named executive officers, and "FOR" the proposal to approve the 2024 Resolution.

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."

At the Meeting, the election of directors, the advisory vote on executive compensation, and the vote on the 2024 Resolution are "non-routine" matters and the ratification of the auditors is a "routine" matter. For additional information on the impact of broker non-votes, see Question 17 below.

An abstention is a Shareholder's affirmative choice to decline to vote on a proposal. Under applicable rules, abstentions will not be included in the vote totals and will not affect the outcome of the vote on Proposals 1-4.

On Proposal 1 (election of directors), broker non-votes and abstentions will not be included in vote totals and will not affect the outcome of the vote.

On Proposal 2 (ratification of auditors), 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), broker non-votes and abstentions will not be included in vote totals and will not affect the outcome of the vote.

On Proposal 4 (vote on the passing of the 2024 Resolution), broker non-votes and abstentions will not be included in vote totals and will not affect the outcome of the vote.

To hold the Meeting and conduct business, one third of our issued and outstanding shares of Common Stock entitled to vote as of March 11, 2024 must be present or represented by proxy at the Meeting. As of the date of this Notice of Annual Meeting and Proxy Statement, 174,658,096 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."

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

The 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 Meeting may adjourn the Meeting with respect to the proposals, or the persons named as proxies may propose one or more adjournments of the 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 Meeting, by the affirmative vote of a majority of the voting shares present in person or by properly executed proxy at the Meeting.

If you have any questions about any of the proposals to be presented at the 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 MEETING TO
BE HELD ON MAY 7, 2024:
This proxy statement and the Annual Report
for the fiscal year ended
December 31, 2023 are available at
www.annualgeneralmeetings.com/igxt2024

Eight Directors are to be elected to our Board at the Meeting to hold office until the next Annual Meeting of Shareholders of the Company or until their successors are elected. Assuming a quorum is present, the eight nominees receiving a majority of the votes cast in favor of such nominee's election at the Meeting will be elected as Directors of the Company until the next Annual Meeting of Shareholders 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, except for Dr. Sahil Kirpekar and Ryan Barrett who replaced the previously appointed representatives of atai Life Sciences AG ("atai") in December 2023 under the atai agreement, and Dwight Gorham who joined the Company in April 2023 as chief executive officer ("Chief Executive Officer" or "CEO").

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 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. Such nominee must immediately submit his or her resignation to the Board, effective on acceptance by the Board. The Board will make a determination on the director's tendered resignation in accordance with the Director Resignation Policy described under "Majority Voting Policy and Director Resignation Policy."

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

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:

The following table sets forth certain information as of March 19, 2024 concerning the Company's Directors and Executive Officers. The biographies of each of the Director nominees below contain information regarding the individual's service as a Director, business experience, director positions held currently or at any time during the last ten years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as our Director.

All Directors hold office until the next Annual Meeting of Shareholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. Officers are appointed annually by the Board and each executive officer serves at the discretion of the Board.

Dr. Zerbe (77) is the founder of IntelGenx Corp. and has been our Director and Chairman of IntelGenx Technologies Corp. since April 2006. Dr. Zerbe retired from his position as our Chief Executive Officer in April 2023. In addition, he has served as the Chief Executive Officer 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 at the request of the Board was re-appointed as President and CEO effective July 15, 2014. Following his retirement as CEO, he acts as a consultant to the Chief Executive Officer of the Company, advising him as needed on Research and Development issues as well as on issues pertaining to manufacturing and the planned plant expansion. He also assists the CEO on various Business Development efforts.

Dr. Zerbe has more than 40 years' experience 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.

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 previous 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.

Mr. Melchers (72) 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.

Mr. Mayr (55) 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.

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.

Dr. Trzcinska (57) 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.

Dr. Kirpekar (38) has been a Director of IntelGenx Technologies Corp. since December 2023. Dr. Kirpekar is the Chief Business Officer at atai since November 2022. Prior to joining atai, Dr. Kirpekar worked at Otsuka Pharmaceutical Co., Ltd. ("Otsuka") from April 2014 to November 2022, most recently as the Head of Business Development prior to joining us. Prior to Otsuka, Dr. Kirpekar served as a strategy consultant at Double Helix Consulting / McCann Health Consultant where he built the Emerging Markets Practice and executed on commercial and market access strategies for biopharmaceutical companies globally. He also served as a market analyst for the World Health Organization and has co-founded a company building a drug delivery device focused on adherence.

Dr. Kirpekar is a trained physician and holds an MPhil from the University of Cambridge, where he is an honorary lecturer.

Dr. Kirpekar became a Director pursuant to the Purchaser Rights Agreement between atai and IntelGenx Technologies Corp., dated March 14, 2021.

Mr. Barrett (43) has been a Director of IntelGenx Technologies Corp. since December 2023. He is the Senior Vice President and General Counsel at atai since August 2020. Prior to joining atai, from July 2017 to August 2020 Mr. Barrett served as Vice President, Corporate Development and Intellectual Property at Axial Biotherapeutics, Inc. in Massachusetts. Prior to that, from March 2012 to July 2017 he served as Vice President and Senior Corporate Counsel at OvaScience, Inc. (NASDAQ: OVAS) were he was one of the founding employees and played an instrumental role in taking OvaScience public (NASDAQ: OVAS) and leading the OTCBB to NASDAQ transition.

Mr. Barrett has spent the past decade serving on the executive teams of public and private biotechnology companies, for which he has been responsible for building and leading the legal, corporate development, and intellectual property functions. He has significant experience in strategic transactions as well as public and private financings, including IPOs. Over the course of his career, Mr. Barrett has held multiple strategic and operational roles within various biotechnology, not-for-profit and financial services companies.

Mr. Barrett is an attorney admitted to the bar of the Commonwealth of Massachusetts; he holds a B.S. in biochemistry and a B.A. in Italian language from Trinity College (Hartford, CT), and a J.D. from Case Western Reserve University School of Law (Cleveland, OH). Mr. Barrett has served on multiple boards within the biotechnology and pharmaceutical sector, including presently as Chairman of the Board at GABA Therapeutics and as a Director of Recognify Life Sciences and of Perception Neuroscience.

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

Mr. Gorham (66) has been our Chief Executive Officer since April 13, 2023. Prior to his appointment, from November 2017 to June 2022, Mr. Gorham most recently served as President and CEO of Pillar 5 Pharma Inc. ("Pillar 5"), a pharmaceutical contract manufacturing organization with a specialty in sterile ophthalmic products. Before joining Pillar 5, from September 2007 to May 2017, he served as Senior Vice President and General Manager Global Operations of Pharmascience Inc., a leading Canadian generic drug company with an international presence in over 60 countries. Mr. Gorham has an accomplished history of senior leadership success in the life sciences industry.

In deciding to nominate Mr. Gorham, the Board considered his record of implementing positive sustainable change across a variety of segments of the pharmaceutical industry, from multi-national companies to leading generic companies, as well as his business and executive management experience, including his role as Chief Executive Officer of IntelGenx Technologies Corp.

Mr. Godin (61) 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 30 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.

Ms. Paiement (47) 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.

Mr. Kenny (37) has been Senior Vice President, General Counsel of IntelGenx Corp., since April 2023, He has been with IntelGenx since October 2016, where he advanced in different positions including his most recent position as Vice President, Intellectual Property and Legal Affairs, General Counsel since January 2021 and 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.

Karen Kalayajian (44) has been Vice President, Finance and Administration of IntelGenx Corp. since April 2023. Ms. Kalayajian as previously served as our Senior Director, Corporate Services and Corporate Controller, since 2016. She is responsible for financial reporting, planning, treasury and taxation. Prior to joining IntelGenx, Ms. Kalayajian was Director of Finance of Neptune Technologies & Bioresources Inc. Prior to that, she held a series of progressive audit manager positions at Raymond Chabot Grant Thornton and WSBG.

Ms. Kalayajian holds a Bachelor of Commerce, Accountancy from Concordia University and a Graduate Diploma in Accountancy from the John Molson School of Business.

Dr. Nina Pourhassan (42) has been a Vice President, Quality Operations of IntelGenx Corp. since January 2024. Dr. Pourhassan has been with IntelGenx since October 2018, where she advanced in different positions including her most recent position as Senior Director, Quality Operations. She has been instrumental involved in developing and improving IntelGenx's Quality Operations department and was significantly involved in generating documentation and managing the Health Canada and FDA site inspections. Furthermore, she managed to obtain the third party testing license for IntelGenx in 2023.

Prior to her employment at IntelGenx, from July 2016 to October 2018, she worked as RD scientist and team leader for Odan laboratories to manage analytical activities. Prior to that, from July 2015 to July 2016, she worked as Senior Analyst for Pharmascience Inc. to support the R&D team for new products.

Nina Pourhassan holds a PhD in Chemistry (Biogeochemistry) from Sherbrook University (Quebec), a master in analytical chemistry from Strasbourg University (France). She is also member of "Ordre des chimistes du Quebec".

Mrs. Zerbe (69) 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 Director and Chairman of the Board.

The Board is responsible for overseeing the business and affairs 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 Board is currently comprised of Dr. Horst G. Zerbe, who serves as our Chairman and six directors, three of which are independent. In 2014, the Board created the position of Vice Chairman, who serves as the independent Lead Director. The role of Vice President 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 Vice Chairman 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 role and responsibilities of the Vice Chairman 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 (independent Lead Director) is posted on our website at http://www.intelgenx.com.

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 meetings of Shareholders; 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. 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.

The Board has determined that three of our Directors, 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").

The Board held four regular meetings, four special meetings and had several update calls during our 2023 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.

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 2023, which we held as a virtual meeting.

Directors are reimbursed for their out-of-pocket expenses incurred in attending meetings of the Board. As described below in "Director Compensation", during our 2023 Fiscal Year, our Directors of the Board (except for the CEO) received an annual stipend of $38,520, the Vice Chairman of the Board served until July 2023 and received a prorated additional annual stipend of $11,770, and each Chairman of a Board Committee received an additional $8,025. Director fees are paid in quarterly installments at the end of each quarter. Mr. Stegert, Dr. Rao, Dr. Kirpekar and Mr. Barrett served 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 for their 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 $741 (CA$ 1,000) was established. The Audit Committee Chair needs to approve per diem charges submitted by directors. During the 2023 Fiscal Year, Bernard J. Boudreau, submitted and received US$10,031 for his service as the Chairman of the Ad-hoc-Succession Committee.

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 29, 2023, 156,250 DSUs were granted to each of the five non-employee directors under the DSU Plan.

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, Dr. Monika Trzcinska and Mark Nawacki. The Audit Committee held four meetings during our 2023 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, Dr. Monika Trzcinska and Mark Nawacki are audit committee financial experts under the rules of the SEC. Mr. Melchers, Dr. Trzcinska and Mr. Nawacki 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, Dr. Monika Trzcinska and Dr. Sahil Kirpekar. The Compensation Committee held three meetings in 2023.

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 Research and Development, the Vice President IP and Legal Affairs, General Counsel, the Vice President of Finance and Administration and the Vice President of Quality Operations 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 2023.

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, Dr. Monika Trzcinska and Dr. Sahil Kirpekar. 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, Dr. Monika Trzcinska, Clemens Mayr, Dr. Horst G. Zerbe and Ryan Barrett. The CG&N Committee was implemented in August 2015 and held two meetings in 2023.

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 was comprised of members of our Board and consisted of the former Vice Chairman of the Board, J. Bernard Boudreau, Clemens Mayr, Frank Stegert and Dr. Horst G. Zerbe. Throughout 2023, 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.

During 2022 and the beginning of 2023 the Ad-hoc-Succession Committee led the search for a permanent successor of the previous CEO Dr. Horst G. Zerbe. The Ad-hoc-Succession Committee had engaged an external search company to assist with finding a successor.

Dr. Zerbe retired from his position in April 2023 and the Board appointed Mr. Dwight Gorham as the Company's new Chief Executive Officer. The Ad-hoc-Succession Committee subsequently dissolved.

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.

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, and our 2022 Amended and Restated Stock Option Plan ("SOP"), we are able to compensate executive officers with RSUs, PSUs and stock options.

The objectives of the stock option and the RSU Plans 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 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 and performance share units . The vesting of such restricted share units and performance share units is determined by the Board at the time of the award.

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) 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 2023 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, except for as described below.

Andre Godin was late in reporting the grant of Stock Options under our 2022 Stock Option Plan and the award of RSUs under our 2018 PRSU/RSU Plan on April 4, 2023. (one late filing, two grants). Tommy Kenny was late in reporting the grant of Stock Options under our 2022 Stock Option Plan on April 4, 2023. (one late filing, one grant). Forms 4 reflecting such awards were subsequently filed on March 10, 2023 by Mr. Godin and by Mr. Kenny.

To the Company's knowledge, all other transactions required to be reported pursuant to Section 16(a) for the year ended December 31, 2021 were timely reported by the Company's directors, officers and persons who own more than 10% of a registered class of the Company's equity securities.

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.

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.

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.

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").

(2) Dr. Zerbe retired from his position as CEO effective April 13, 2023. He remained with the Company as an employee until the end of 2023 to assist with a smooth transition.

(3) Only 75% of the officer's base salary was paid out during July and December 2023, the balance of 25% has been accrued in the payroll liability account. The retention has been on a voluntary basis to preserve cash.

(4) In January 2023, Mr. Godin, Ms. Paiement and Mr. Kenny received 100,000, 40,000 and 50,000 PSUs respectively. The PSUs vest based on the achievement of specified market conditions over a performance period of 3 years and expire 3 years after the grant date if not vested. The amounts represent their fair value, as determined by the Binomial Lattice valuation model. The significant assumptions used in the Binomial Lattice valuation model are the following: risk-free rate of return of 3.39%, dividend rate of 0%, volatility rate of 84.5% and expected term of 3 years.

(5) In April 2023, Mr. Godin received 100,000 RSUs. The RSUs vest one year after the grant date and expire 3 years after the grant date. The amount represent the fair value, as determined by the Binomial Lattice valuation model. The significant assumptions used in the Binomial Lattice valuation model are the following: risk-free rate of return of 3.30 %, dividend rate of 0%, volatility rate of 84.5% and expected term of 3 years.

(6) In April 2023, Mr. Gorham received options to purchase 4,750,000 shares of Common Stock. This amount represents the grant date fair value of stock option grants in accordance with FASB ASC Topic 718. The value of the 4,750,000 option grant has been determined using the Black-Scholes method and is based on the following assumptions: risk-free rate of return of 3.51%, dividend rate of 0%, volatility rate of 87.78% and an average term of 5.60 years. No adjustment has been made for the risk of forfeiture and for non-transferability.

(7) In January 2023, Mr. Godin, Ms. Paiement and Mr. Kenny received options to purchase 135,000, 25,000 and 50,000 shares of Common Stock respectively. This amount represent the grant date fair value of stock option grants in accordance with FASB ASC Topic 718. The value of the option grants has been determined using the Black-Scholes method and is based on the following assumptions: risk-free rate of return of 3.60%, dividend rate of 0%, volatility rate of 84.75% and an average term of 6.2 years. No adjustment has been made for the risk of forfeiture and for non-transferability.

(8) In April 2023, Mr. Godin received options to purchase 1,000,000 shares of Common Stock. This amounts represents the grant date fair value of stock option grants in accordance with FASB ASC Topic 718. 500,000 options vest over the period of 12 months and 500,000 options vest upon achieving a specified target. The value of the 1,000,000 option grant has been determined using the Black-Scholes method and is based on the following assumptions: risk-free rate of return of 3.39%, dividend rate of 0%, volatility rate of 83.18% (83.40%) and an average term of 5.50 (5.88) years. No adjustment has been made for the risk of forfeiture and for non-transferability.

(9) In April 2023, Mr. Kenny received options to purchase 100,000 shares of Common Stock. This amounts represents the grant date fair value of stock option grants in accordance with FASB ASC Topic 718. 50,000 options vest over the period of two years and 50,000 options vest upon achieving a specified target. The value of the 100,000 option grant has been determined using the Black-Scholes method and is based on the following assumptions: risk-free rate of return of 3.39%, dividend rate of 0%, volatility rate of 83.81% (83.15%) and an average term of 5.63 (5.25) years. No adjustment has been made for the risk of forfeiture and for non-transferability.

Dwight Gorham. Effective April 13, 2023, we entered into an employment agreement with Mr. Gorham, our Chief Executive Officer (the "Gorham Agreement"). Under the terms of the employment agreement between IntelGenx Corp. and Dwight Gorham (the "Employment Agreement"), Mr. Gorham is to be paid an annual base salary of CAN$400,000 (the "Base Salary"), and will be granted 4,750,000 options under the Company's SOP, which will vest equally over the course of two years, subject to Mr. Gorham's continued employment.. He is further entitled to receive an annual bonus of up to 50% of the Base Salary for meeting certain performance targets.

If Mr. Gorham is terminated for any reason other than for cause, then he shall be entitled to receive a lump sum payment, in an amount equal to Accrued Rights (as defined in the Employment Agreement) up to the date of termination indicated in the Notice of Termination (as defined in the Employment Agreement) and the lesser of the equivalent of eighteen months of the Base Salary, less applicable deductions, or such to the unexpired portion of his fixed term, contingent on a full and mutual release between the Mr. Gorham and IntelGenx Corp. and its subsidiaries and affiliates

The Employment Agreement contains non-competition and non-solicitation provisions for a period of twelve months and twenty-four months, respectively, on termination of the Employment Agreement for whatever reason whether voluntary or involuntary.

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 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.

In April 2023 Dr. Zerbe retired from his position as CEO of IntelGenx Technologies and IntelGenx Corp. He remained with the Company as an employee until the end of 2023 to assist with a smooth transition.

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 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.

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 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 increased 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.

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.

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

(1) For the year 2023, this is the total compensation, as depicted in the Summary Compensation Table above, for Dwight Gorham, our CEO since April 13, 2023. For the years 2023 through 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 year 2023, this is the average total compensation, as depicted in the Summary Compensation Table above, for the following executives: Andre Godin, Nadine Paiement and Tommy Kenny. 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 2023, 2022 and 2021 are detailed in the supplemental tables below.

Calculation methodology of the fair value of options is in accordance with SEC guidance: Black-Scholes was used for stock option valuation with values ranging from $0.10 - $0.43. For additional information on the assumptions used to estimate the fair value of the awards, see Notes to Consolidated Financial Statements in IntelGenx Technologies Corp's Annual Reports on Form 10-K for the fiscal year ended December 31, 2023 and prior fiscal years.

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 of the three years ended December 31, 2023.

The following table presents information regarding the outstanding equity awards held by each of the named officers as of December 31, 2023, including the vesting dates for the portions of these awards that had not vested as of that date.

(1) On April 14, 2023 the Board approved the grant of 4,750,000 options to purchase Common Stock to Mr. Gorham. The options vested over a period of 26.5 months, 1,900,000 of which were exercisable as of year-end 2023.

(2) 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.

(3) On July 20, 2015, the Board approved the grant of 600,000 options to purchase Common Stock to Mr. Godin. In July 2020 the Board approved to extend 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. On January 29, 2023 the Board approved the grant of 135,000 options to purchase Common Stock to Mr. Godin. The options vest upon achieving specified targets over a four year period, none of which were exercisable as of year-end 2023. On April 4, 2023 the Board approved the grant of 1,000,000 options to purchase Common Stock to Mr. Godin. 500,000 options vest at the first anniversary of the grant and 500,000 options vest upon achieving a specified target. None of the options were exercisable as of year-end 2023. In January 2023, Mr. Godin received 100,000 PSUs that vest based on the achievement of specified market conditions over a performance period of 3 years and expire 3 years after the grant date if not vested. The amounts represent their fair value as of December 29, 2023 based upon achievement of the threshold performance level.

(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. On January 29, 2023 the Board approved the grant of 25,000 options to purchase Common Stock to Ms. Paiement. The options vest upon achieving specified targets over a four year period, none of which were exercisable as of year-end 2023. In January 2023, Ms. Paiement received 40,000 PSUs that vest based on the achievement of specified market conditions over a performance period of 3 years and expire 3 years after the grant date if not vested. The amounts represent their fair value as of December 29, 2023 based upon achievement of the threshold performance level.

(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 vested over two years, all of which were exercisable as of year-end 2023. On January 29, 2023 the Board approved the grant of 50,000 options to purchase Common Stock to Mr. Kenny. The options vest upon achieving specified targets over a four year period, none of which were exercisable as of year-end 2023. On April 4, 2023 the Board approved the grant of 100,000 options to purchase Common Stock to Mr. Kenny. 50,000 options vest over two years, 12,500 of which were exercisable as of year-end 2023. 50,000 options vest upon achieving a specified target, none of which were exercisable as of year-end 2023. In January 2023, Mr. Kenny received 50,000 PSUs that vest based on the achievement of specified market conditions over a performance period of 3 years and expire 3 years after the grant date if not vested. The amounts represent their fair value as of December 29, 2023 based upon achievement of the threshold performance level.

The following table sets forth compensation paid to each named Director during the 2023 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.

(1) Audit Committee member. From January 1, 2023 - July 21, 2023 the Audit Committee consisted of Bernd J. Melchers, Bernard Boudreau and Monika Trzcinska.

(2) Compensation Committee member. From January 1, 2023 - December 2, 2023 the Compensation Committee consisted of Mark Nawacki, Monika Trzcinska and Frank Stegert.

(3) CG&N Committee member. From January 1, 2023 - July 21, 2023 the CG&N Committee consisted of J. Bernard Boudreau, Mark Nawacki and Srinivas Rao.

(4) Mr. Boudreau seized to be a Director and the Vice Chairman effective July 21, 2023. His compensation included fees of $10,031 as chair of the CEO succession committee.

(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) Dr. Srinivas Rao and Frank Steger ceased to be Directors effective December 2, 2023.

(8) Ryan Barrett and Dr. Sahil Kirpekar were appointed to the Board effective December 2, 2023.

(9) Only 50% of the annual director's fees were paid out during fiscal year 2023, the balance has been accrued and the payout deferred to a later time. The retention has been on a voluntary basis to preserve cash.

Effective January 2017, our Directors of the Board (except for the CEO) receive an annual stipend of $36,000, the Vice Chairman of the Board receives an additional stipend of $22,000 and each Chairman of a Board committee receives an additional $7,500. Director fees are paid in quarterly installments at the beginning of each quarter. In January 2023, 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. Furthermore, the payment has been moved to the end of the quarter.

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 2023, 156,250 DSUs valued at CA$50,000 (US$37,045) were awarded to each of the five non-employee directors.

At December 31, 2023 Mr. Melchers, Mr. Mayr and Mr. Nawacki held 50,000, 50,000, and 125,000 vested options to purchase Common Stock, respectively. No options were granted to Mr. Stegert, Dr. Rao, Dr. Trzcinska, Dr. Kirpekar or Mr. Barrett.

During the 2023 Fiscal Year, we carried Directors' and Officers' liability insurance at an approximate annual cost of $693,000 for an insured limited amount of $15 million.

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, 2023.

On January 9, 2023, the Company announced that its wholly-owned subsidiary, IntelGenx Corp., received a third term loan in the amount of U.S. $3 million pursuant to its amended and restated secured loan agreement with atai Life Sciences. The obligations under the Third Loan are guaranteed by the Company.

On August 31, 2023 the Company announced the closing of the first tranche of a non-brokered private placement (the "Offering") of units ("Units") from atai Life Sciences AG ("atai") 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 Shareholder Approvals (as defined below) have been obtained.

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").

The US 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") at anytime from the date that is six (6) months 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 entitle the holders thereof to purchase Shares at a price of US$0.26 per Share, for a period of 3 years following their issuance.

atai, a significant shareholder and partner of the Company, subscribed for 2,220 US Units 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 for additional aggregate 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 Shareholder Approvals (as defined below).

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 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").

On September 30, 2023, the Company and atai also agreed, subject to obtaining TSX and shareholder approvals, to enter into a second amendment to the Loan Agreement (the "Second Amendment") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into Shares at the US Conversion Price (the "Conversion Feature"). Assuming the Second Amendment is entered into between the Company and atai prior to the Shareholder Approvals being obtained (as defined below), the Second Amendment will include the same "blocker" provisions as those included in the Notes and the Warrants (see below "Shareholder Approvals").

On September 30, 2023, the Company and atai agreed, subject to obtaining TSX approval and the Shareholder Approvals (as defined below), to enter 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 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, interest rate and the number of warrants issued in connection therewith. The Subscription Agreement Amendment provides that 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, which such right to be reduced by the number of Shares issuable upon the conversion of the principal amount outstanding under such issued Call Option Units.

The Notes and the Warrants include "blocker" provisions to ensure that, unless securityholder 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 Company obtained the Shareholder Approvals at the special meeting of Shareholders held on November 28, 2023. The shareholders voted to approve all proposals related to financing transactions involving atai previously disclosed by the Company on August 31, 2023.

On December 5, 2023, the Company announced the closing of the previously announced subsequent non-brokered private placement (the "Subsequent atai Subscription") of 750 units ("US Units") with atai Life Sciences AG ("atai") for aggregate gross proceeds of US$750,000, on the same terms as the August 31, 2023, offering of units (the "Initial Offering" and together with the Subsequent atai Subscription, the "Offering"), following the Shareholder Approvals (as defined below) obtained at the special meeting held on November 28, 2023 (the "Special Meeting").

atai, a significant shareholder and partner of the Company, subscribed, on the date hereof, for 750 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"). The US Notes are convertible into shares of common stock of the Company (the "Shares") at the option of atai at a price of US$0.185 (the "US Conversion Price") at anytime following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears. The US Warrants entitle atai to purchase Shares at a price of US$0.26 per Share until December 4, 2026.

On March 11, 2024, the Company announced that it entered into a third amended and restated loan agreement dated as of March 8, 2024 (amending the second amended and restated loan agreement dated as of September 30, 2023) (the "Loan Agreement") with atai, pursuant to which, among other things, atai has agreed to make (i) one (1) additional term loan in the amount of US$1,000,000, which loan is to be disbursed within three (3) business days of the execution of the Loan Agreement (the "First Tranche Loan"), and (ii) one (1) additional term loan in the amount of US$1,000,000, which loan is to be disbursed upon the achievement of a pre-defined milestone (the "Second Tranche Loan" and collectively with the Second Tranche Loan, the "Additional Term Loans"). The Additional Term Loans will mature on February 1, 2026.

Subject to obtaining approval from the Toronto Stock Exchange (the "TSX"), the Loan Agreement provides for the ability for atai to convert (the "Conversion Feature"), from time to time, (i) the principal outstanding under the First Tranche Loan into shares of common stock of the Company (the "Shares") at a conversion price of US$0.185 per Share (the "Conversion Price"), and (ii) the principal outstanding under the Second Tranche Loan into Shares at a conversion price equal to the greater of (a) the Conversion Price and (b) the 5-day volume-weighted average price (the "5-day VWAP") of the Shares on the TSX ending on the day preceding the disbursement by atai of the Second Tranche Loan to the Company or IntelGenx, less the maximum permissible discount under the applicable TSX rules.

Additionally, and subject to approval of the TSX, the Company may elect, with the consent of atai, to pay any accrued but unpaid interest on the Additional Term Loans in Shares at a price per Share equal to the 5-day VWAP of the Shares ending on the day that is the second business day before the day the interest becomes due and payable, less the maximum permissible discount under the applicable TSX rules.

Concurrently to entering into the Loan Agreement, the Company has issued 4,000,000 warrants (the "Warrants") to atai. The Warrants entitle atai to purchase Shares at a price of US$0.17 per Share, for a period of 36 months following their issuance.

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.

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 of 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 174,658,096 shares of Common Stock outstanding as of March 20, 2024. 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.

(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, 2024, the board awarded 107,435 RSUs to Dr. Zerbe, which vested immediately and are convertible into 107,435 shares of Common Stock.

(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% at the earlier of their annual anniversary or, subject to acceleration upon Issuer's common stock achieving a specified price per share. 6,250 of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 40,000 PSUs 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 PSUs are exercisable within 60 days of this filing

(3) 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. On January 29, 2024, the board awarded 111,783 RSUs to Mr. Melchers, which vested immediately and are convertible into 111,783 shares of Common Stock.

(4) 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% at the earlier of their annual anniversary or, subject to acceleration upon Issuer's common stock achieving a specified price per share. 33,750 of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 100,000 PSUs 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 PSUs are exercisable within 60 days of this filing. On April 4, 2023, 1,000,000 options to purchase Common Stock at an exercise price of $0.19 were granted to Mr. Godin. 500,000 of the options vest at the first anniversary of the grant and 500,000 options vest upon achieving a specified target. 500,000 of these stock options are exercisable within 60 days of this filing. Also on April 4, 2023, the board awarded 100,000 RSUs to Mr. Godin. Each right represents a contingent right to receive one share of Common Stock and vest at the first anniversary of the award date. All of the RSUs are exercisable within 60 days of this filing. On January 29, 2024, the board awarded 163,968 RSUs to Mr. Godin, which vested immediately and are exercisable into 163,968 shares of Common Stock. Also on January 29, 2024, 200,000 options to purchase Common Stock at an exercise price of $0.14 were granted to Mr. Godin. The options vest over two years, 25% every six months, none of which are exercisable within 60 days of this filing.

(5) 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. On January 29, 2024, the board awarded 92,510 RSUs to Mr. Mayr, which vested immediately and are exercisable into 92,510 shares of Common Stock.

(6) 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% at the earlier of their annual anniversary or, subject to acceleration upon Issuer's common stock achieving a specified price per share. 6,250 of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 40,000 PSUs 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 PSUs are convertible within 60 days of this filing. On January 29, 2024, the board awarded 96,206 RSUs to Ms. Paiement, which vested immediately and are exercisable into 96,206 shares of Common Stock. Also on January 29, 2024, 150,000 options to purchase Common Stock at an exercise price of $0.14 were granted to Ms. Paiement. The options vest over two years, 25% every six months, none of which are exercisable within 60 days of this filing.

(7) 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. On January 29, 2024, the board awarded 111,783 RSUs to Mr. Nawacki, which vested immediately and are exercisable into 111,783 shares of Common Stock.

(8) 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% at the earlier of their annual anniversary or, subject to acceleration upon Issuer's common stock achieving a specified price per share. 12,500 of these stock options are exercisable within 60 days of this filing. Also on January 29, 2023, the board awarded 50,000 PSUs 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 PSUs are exercisable within 60 days of this filing. On April 4, 2023, 100,000 options to purchase Common Stock at an exercise price of $0.19 were granted to Mr. Kenny. 50,000 of the options vest over two years, 25% every six months and 50,000 options vest upon achieving a specified target. 25,000 of these stock options are exercisable within 60 days of this filing. On January 29, 2024, the board awarded 95,648 RSUs to Mr. Kenny, which vested immediately and are exercisable into 95,648 shares of Common Stock. Also on January 29, 2024, 150,000 options to purchase Common Stock at an exercise price of $0.14 were granted to Mr. Kenny. The options vest over two years, 25% every six months, none of which are exercisable within 60 days of this filing.

(9) Mr. Gorham's beneficial ownership consists of 4,750,000 options to purchase Common Stock at an exercise price of $0.17, granted April 12, 2023. The options vest equally over the course of two years, subject to Mr. Gorham's continued employment, 1,900,000 of which are exercisable within 60 days of this filing. On January 29, 2024, the board awarded 182,186 RSUs to Mr. Gorham, which vested immediately and are exercisable into 182,186 shares of Common Stock.

(10) Ms. Kalayajian's beneficial ownership includes options to purchase Common Stock and PSUs which she received while she was holding varies positions at IntelGenx Corp. prior to her appointment as VP, Finance and Administration. On April 4, 2023, 50,000 options to purchase Common Stock at an exercise price of $0.19 were granted to Ms. Kalayajian. The options vest over two years, 25% every six months, 12,500 of which are exercisable within 60 days of this filing. On January 29, 2024, the board awarded 97,925 RSUs to Ms. Kalayajian, which vested immediately and are exercisable into 97,925 shares of Common Stock. Also on January 29, 2024, 150,000 options to purchase Common Stock at an exercise price of $0.14 were granted to Ms. Kalayajian. The options vest over two years, 25% every six months, none of which are exercisable within 60 days of this filing.

(11) Ms. Pourhassan's beneficial ownership includes options to purchase Common Stock which she received while she was holding varies positions at IntelGenx Corp. prior to her appointment as VP, Quality Operations. On January 29, 2024, the board awarded 67,682 RSUs to Ms. Pourhassan, which vested immediately and are exercisable into 67,682 shares of Common Stock. Also on January 29, 2024, 150,000 options to purchase Common Stock at an exercise price of $0.14 were granted to Ms. Pourhassan. The options vest over two years, 25% every six months, none of which are exercisable within 60 days of this filing.

(12) 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.Furthermore, it includes warrants to purchase 11,999,100 of Common Stock at an exercise price of $0.26 and promissory notes convertible into 12,000,000 of Common Stock at a conversion rate of $0.185, which were acquired in a private placement on August 31, 2023. On December 4, 2023 acquired warrants to purchase 4,053,750 of Common Stock at an exercise price of $0.26 and promissory notes convertible into 4,054,054 of Common Stock at a conversion rate of $0.185.

(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, 2023.

The 2016 Stock Option Plan was adopted by the Board in order to make the terms of the Company's then existing 2006 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. 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 further increased to 11,025,965. 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. The number of shares reserved was further increased to 15,465,129.

Employees, directors and eligible consultants of the Company and its affiliates are eligible to participate (the "Eligible Participants" and, following the grant of an option, the "Participants") in the SOP. The Board or one or more committees authorized by the Board are responsible for administering the SOP. As of March 20, 2024, approximately 50 employees, 7 directors, and 2 consultants qualify as Eligible Participants, for a total of 59 Eligible Participants. The SOP permits the granting of options to purchase shares of Common Stock ("Options") to Eligible Participants. There are currently 11,197,948 Options outstanding under the SOP, which represents, as of the date hereof, approximately 6.41% of the issued and outstanding shares of Common Stock of the Company. The number of shares reserved for issuance under the SOP was 15,465,129 (representing approximately 8.85% of the issued and outstanding shares of Common Stock as of the date hereof), of which 2,597,710 remain available for grant (representing approximately 1.49 % of the issued and outstanding shares of Common Stock as of the date hereof).

Under the SOP, the aggregate number of shares of Common Stock that can be issued cannot exceed 10% of the Company's issued and outstanding shares (on a non-diluted basis) from time to time. The number of shares of Common Stock that are subject to Options outstanding at any time must not exceed the number of shares that then remain available for issuance under the SOP. The maximum number of shares of Common Stock issuable to insiders, at any time, and the maximum number of shares of Common Stock issued to insiders, within any one-year period, under all security-based compensation arrangements of the Company, cannot exceed 10% of the issued and outstanding shares. The SOP does not otherwise provide for a maximum number of shares of Common Stock which may be issued to an individual pursuant to the SOP and any other share compensation arrangement (expressed as a percentage or otherwise).

The exercise price under any Option will be determined by the Board in its sole discretion, except that the exercise price may not be less than 100% of the fair market value of a share of Common Stock on the date the Option was granted. The fair market value of a share of Common Stock as of a particular date will be determined with reference to the closing price of a share of Common Stock on the Toronto Stock Exchange on the last trading day prior to the date of determination. The vesting of Options is determined by the Board and specified in each Option agreement. Unless otherwise provided for in the Option agreement, in the event of a change of control, all outstanding Options will become exercisable in full, subject to such terms and conditions as the Board, in its sole discretion, deems appropriate.

The SOP provides that the expiry date of an Option will be the date determined by the Board upon grant, subject to (i) such term not exceeding 10 years from the grant date, (ii) the provisions relating to early expiry, and (iii) should the expiry date of an Option fall during, or within a blackout period, then the expiry date shall automatically be extended to the tenth business day following the end of the blackout period. An Option will expire before its expiry date (i) if a Participant dies, on the date that is 12 months after the Participant's death, or (ii) if Participant's service terminates, at a date determined by the Board upon grant, provided that such date shall be within one year after the Participant's service terminates. Options are not assignable nor transferable, except in the case of death of the Participant, in which case the Options can be transferred to the Participant's heirs or administrators.

The Board may amend, suspend or terminate the SOP or any Option at any time without the consent of Participants, provided that such amendment shall not adversely alter or impair any Option previously granted except as permitted by the SOP and be in compliance with applicable law and stock exchange rules. The Board is required to obtain shareholder approval for any of the following amendments: (i) reducing the exercise price of an Option held by an insider, (ii) extending the expiry date of any Option held by an insider, except in case of an extension due to a blackout period, (iii) removing or exceeding the insider participation limit, (iv) to the maximum number of Shares issuable from treasury under the SOP, or (v) amending the provisions related to the amendment of the SOP and Options. The Board may, subject to regulatory approval, discontinue the SOP at any time without the consent of Participants provided that such discontinuance shall not materially and adversely affect any Options previously granted to a Participant under the SOP.

The following table presents the burn rate of the SOP for the fiscal years ended December 31, 2023, 2022, 2021:

The PRSU Plan was approved at the 2018 Annual Meeting of Shareholders. The purpose of the PRSU Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such directors, employees and consultants for their contributions toward the long-term goals and success of the Company and to enable and encourage such directors, employees and consultants 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 its subsidiaries, and Performance Share Unit ("PSU") awards to employees and consultants (but not to directors) of the Company, and its subsidiaries (following the grant of an RSU or PSU award, the "PRSU Participants"). 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, as further described below. The Board may, in its sole discretion, grant the majority of the awards to insiders of the Company. The number of shares reserved for issuance to any one PRSU Participant shall not, in aggregate, exceed 5% of the total number of issued and outstanding shares of Common Stock. The number of shares of Common Stock issuable, at any time, to PRSU Participants that are insiders, and issued to PRSU Participants that are insiders within any one year period, pursuant to the PRSU Plan, or when combined with all of the Company's other security based share compensation arrangements, shall not, in aggregate, exceed 10% of the total number of issued and outstanding shares of Common Stock (on a non-diluted basis).

The number of awards to be credited to each PRSU Participant's award account shall be computed by dividing the award value (being the percentage of annual base salary or such other amount as may be determined from time to time by the Board as the original value of the award to be paid to a PRSU Participant and specified in the PRSU Participant's award agreement) by the closing price of a share of Common Stock on the Toronto Stock Exchange on the last business day prior to the grant date.

The number of shares of Common Stock reserved for issuance and which will be available for issuance pursuant to the awards granted under the PRSU Plan is equal to 2.5% of the issued and outstanding Common Stock of the Company from time to time. As of December 31^st, 2023, there were 503,846 awards outstanding under the PRSU Plan, representing, approximately 0.3% of the issued and outstanding shares of Common Stock of the Company, as of such date. As of December 31^st, 2023, 3,862,606 shares of Common Stock remained available for award grants (representing approximately 2.2% of the issued and outstanding shares of Common Stock as of such date).

The following table presents the burn rate of the PRSU Plan for the fiscal years ended December 31, 2023, 2022, 2021:

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. The term of an award is set out in the PRSU Participant's award agreement. The PRSU Participant's rights to an award may be restricted or limited if their employment or term of office is terminated. Additionally, the Board may terminate the PRSU Plan altogether, without notice or shareholder approval, if no awards remain outstanding.

Subject to the terms of a PRSU Participant's award agreement: where a PRSU Participant's employment or term of office or engagement terminates by reason of such PRSU Participant's resignation, disability or death or by reason of a termination by the Company without cause, any unvested awards held by such PRSU Participant (except, only in the case of termination by reason of death, for a portion of the next instalment of any awards due to vest which shall vest immediately in such case) are immediately forfeited; where a PRSU Participant's employment or term of office or engagement terminates by reason of such PRSU Participant's termination for cause (or breach of fiduciary duties in the case of directors) any and all vested and unvested awards held by such PRSU Participant are immediately forfeited; notwithstanding any of the foregoing, the Board may, in its discretion, at any time prior to or following such events, permit the acceleration of vesting of any or all awards, all in the manner and on the terms as may be authorized by the Board and based on an adjustment factor (set out in the award agreement of PSUs) determined in the discretion of the Committee. The Board has the right to determine that any unvested or unearned awards outstanding immediately prior to the occurrence of a change in control shall become fully vested or earned upon the occurrence of such change in control.

Dividend equivalents in the form of additional RSUs or PSUs will be credited to RSUs and PSUs on each dividend payment date for normal cash dividends paid on Shares. The dividend equivalents are calculated by dividing: (i) the product of the dividend declared and paid per Share and the number of RSUs or PSUs held by the Participant on the record date, by (ii) the Market Price at the close of the first business day following the dividend record date. Dividend equivalents credited to a Participant's account will vest proportionally to the related RSUs or PSUs.

If an award under the PRSU Plan expires during or within ten business days after a trading black-out period imposed by the Company, the award's expiration will be extended to ten business days after the end of the trading black-out period.

Subject to certain limitations, the assignability of the awards to permitted assigns (as such term is defined in National Instrument 45-106) of PRSU Participants is allowed. The ability to transfer awards to permitted assigns is contingent on the shares of Common Stock remaining listed on the Toronto Stock Exchange.

Subject to the rules and policies of any stock exchange on which the shares of Common Stock are listed and applicable law, the Board may, without notice or shareholder approval, at any time or from time to time, amend the PRSU Plan for the purposes of: (i) making any amendments to the general vesting provisions of each award, (ii) making any amendments to the provisions related to the termination of employment or services, (iii) adding covenants of the Company for the protection of Participants, provided that the Board will be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the Participants, (iv) making any amendments not inconsistent with the PRSU Plan as may be necessary or desirable, including amendments due to changes in law, provided that such amendments are not prejudicial to the interests of the Participants, or (v) making any changes or corrections to cure or correct any ambiguity, defect, inconsistency, omission, mistake, or manifest error, provided that such changes or corrections are not prejudicial to the rights and interests of the Participants. Notwithstanding the foregoing, the Board may not, without stock exchange and shareholder approval, amend the PRSU Plan to: (i) increase the number of shares of Common Stock issuable under the PRSU Plan or (ii) increase the number of shares of Common Stock issuable to insiders, except as otherwise provided in the PRSU Plan to permit the Board to make adjustments in the event of transactions affecting the Company or its capital, or (iii) amending the provisions related to the amendment of the PRSU Plan.

The Audit Committee reviewed and discussed the information contained in the 2023 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 2023 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 2023 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 2023 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 2023 Fiscal Year filed with the SEC.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

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, 2024. Richter, LLP was engaged as the Company's independent auditors on June 15, 2006, following the acquisition of IntelGenx Corp., our subsidiary.

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, 2023 and 2022, and includes fees billed to our Canadian subsidiary, as well as fees for all necessary financial reviews in connection with our regulatory filings.

(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.

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

Section 14A of the Exchange Act requires that the Company include in this Proxy Statement for the Meeting a non-binding, advisory shareholder vote to approve the compensation of the Company's Named Executive Officers as described in the above under "Directors and Executive Officer's" and "Executive Compensation" set forth in the Proxy Statement.

This proposal, commonly known as a "say-on-pay" proposal, is a non-binding vote, but gives shareholders the opportunity to express their views on the compensation of the Company's named executive officers. This vote 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.

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 7, 2024, pursuant to Item 402 of Regulation S-K for smaller reporting companies is hereby approved.

As an advisory vote, this proposal is not binding on the Board. However, the Compensation Committee, which is responsible for designing and administering the Company's executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

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

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution, approving the 2024 Resolution (as defined below).

The PRSU Plan is a "rolling" plan pursuant to which a fixed percentage of the issued and outstanding shares of Common Stock, rather than a fixed maximum number of shares of Common Stock, is reserved for issuance under the PRSU Plan. Since, as a "rolling" plan, the PRSU Plan does not have a fixed maximum aggregate number of securities issuable, the Toronto Stock Exchange requires that all unallocated rights or other entitlements under the PRSU Plan be approved by the Shareholders every three (3) years.

The maximum number of shares of Common Stock that may be issued pursuant to awards granted under the PRSU Plan shall be equal to 2.5% of the number of shares of Common Stock issued and outstanding at the time of grant. Under this limit, as of December 31^st, 2023, 153,846 RSUs and 350,000 PSUs were granted and outstanding, representing approximately 0.3% of the issued and outstanding shares of Common Stock, as of such date, and 3,862,606 RSUs and PSUs were still available for future grants, representing approximately 2.2% of the issued and outstanding shares of Common Stock, as of such date (the "Unallocated Securities").

At the Meeting, the Shareholders will be asked to adopt a resolution to approve all the Unallocated Securities under the current 2.5% limit of the PRSU Plan (the "2024 Resolution"). This approval will be effective for three (3) years following the date of the Meeting. This approval does not constitute a change or an amendment to the PRSU Plan, or an increase of the previously approved limit. Whether or not the 2024 Resolution is approved, all RSUs and PSUs already granted and currently outstanding will remain in effect. However, if the 2024 Resolution is not approved, any Unallocated Securities under the PRSU Plan will not be available for future grants, and previously granted RSUs and PSUs will not be available for reallocation if they are cancelled prior to their redemption or if they are redeemed. For these reasons, the Shareholders will be asked to consider and, if deemed advisable, approve the 2024:

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve the following resolution (the "2024 Resolution"):

"BE IT IS RESOLVED, as an ordinary resolution of the shareholders of IntelGenx Technologies Corp. (the "Company"), that:

1. all the Unallocated Securities under the current 2.5% limit of the PRSU Plan be and are hereby approved;

2. the Company has the ability to continue granting RSUs and PSUs under the PRSU Plan until May 7, 2027, which is the date that is three (3) years from the date of meeting of shareholders at which approval is being sought; and

3. any officer or director of the Company be and is hereby authorized and directed, for and on behalf of the Company, to execute and deliver all such documents and to do all such acts and things as they may determine to be necessary or desirable in order to carry out the foregoing provisions of this resolution, the execution of any such document or the doing of any such acts and things being conclusive evidence of such determination"

To be effective, the above resolution must be passed by the affirmative vote of a majority of the shares of Common Stock present or represented by proxy and voting at the Meeting. For purposes of the aforementioned approval, "present" shall refer to a Shareholder's virtual presence, or the Shareholder's proxy represented in accordance with all applicable voting instructions, at the live audio webcast through the Virtual Platform.

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

Management knows of no matters other than the matters described above that will be presented to the Meeting. However, if any other matters properly come before the 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.

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

Any shareholder proposals, including shareholder nominees for directors, to be considered for inclusion in our proxy materials for the 2025 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 28, 2024. In connection with any matter to be proposed by a shareholder at the Meeting, but not proposed for inclusion in our proxy materials, the proxy holders designated by us for that meeting may exercise their discretionary voting authority with respect to that shareholder proposal if appropriate notice of that proposal is not received by us at our principal executive office by February 11, 2025.

For contested director elections, both the Company 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 support 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, to our principal office, 6420 Abrams, Ville St. Laurent, Quebec H4S 1Y2, Attn: Corporate Secretary, no later than March 5, 2025.

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

The Annual Meeting of Shareholders of IntelGenx Technologies Corp, to be held virtually on May 7, 2024 at 11:00 AM EDT, has been called to consider and act upon the following matters:

1. To elect eight (8) directors to serve until the next Annual Meeting of Shareholders or, in case until their successors have been duly elected and qualified.

2. To ratify the selection of Richter LLP as the Company's independent auditors for the fiscal year ending December 31, 2024.

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

Complete proxy materials, including the Proxy Statement and proxy card, are available to you on-line at https://annualgeneralmeetings.com/igxtsp2024, 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.

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

A shareholder who wishes to obtain additional information about the notice and access process should contact the Company's transfer agent, Pacific Stock Transfer Company, by telephone number: 1-800-785-7782 or email: cs@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" (which can be found in the bottom right 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.

Control Number:

Important Notice Regarding the Availability
of Proxy Materials for the Shareholder Meeting

(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, 2023 Annual Report to Shareholders, and proxy card are available at

(3) If you want to receive a paper or e-mail copy of these documents for this Annual 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 23, 2024 to facilitate timely delivery.

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 hand corner of this notice and the name and address to which the materials should be mailed or emailed, as applicable.

Control Number:

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 Annual Meeting of Shareholders (the "Meeting") to be held at 11:00 AM, EDT on May 7, 2024 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 May 3, 2024 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 each of the nominees and proposals 2, 3 and 4 listed below.

1. To elect directors to serve until the next Annual Meeting of Shareholders or, in case until their successors have been duly elected and qualified.

	FOR	AGAINST	ABSTAIN
01. Horst G. Zerbe, Ph.D.	□	□	□
02. Bernd J. Melchers	□	□	□
03. Clemens Mayr	□	□	□
04. Mark Nawacki	□	□	□
05. Monika Trzcinska, Ph.D.	□	□	□
06. Sahil Kirpekar, Ph.D.	□	□	□
07. Ryan Barrett	□	□	□
08. Dwight Gorham	□	□	□

2. To ratify the selection of Richter LLP as the Company's independent auditors for the fiscal year ending December 31, 2024.

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.

□ 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.

The Company will be hosting its 2024 Annual 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 May 3, 2024 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 Annual 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.

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 May 6, 2024.

Your Internet vote authorizes the named proxies to vote in the same manner as if you marked, signed and returned your proxy card.

Dated: March 21, 2024	By Order of the Board of Directors,

	/s/ Ingrid Zerbe
	Ingrid Zerbe
	Corporate Secretary

	Page

INTRODUCTION	1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING	3
PROPOSAL 1 ELECTION OF DIRECTORS	7
DIRECTORS AND EXECUTIVE OFFICERS	8
CORPORATE GOVERNANCE	12
EXECUTIVE COMPENSATION	17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
REPORT OF THE AUDIT COMMITTEE OF THE BOARD	37
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	38
PROPOSAL 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	39
PROPOSAL 4 2024 RESOLUTION	40

Year	Summary Compensation Table Total for PEO Dwight Gorham ($)¹	Compensation Actually Paid to PEO Dwight Gorham	Summary Compensation Table Total for PEO Dr. Horst G. Zerbe ($)¹	Compensation Actually Paid to PEO Dr. Horst G. Zerbe ($)	Average Summary Compensation Table Total for Other Named Executive Officers ($)²	Average Compensation Actually Paid to Other Named Executive Officers ($)	Value of Initial Fixed $100 Investment Based on: Total Shareholder Return ($)³	Net Income (loss) ($)
2023	754,279	674,289	216,388	216,388	254,189	236,658	70	(9,927,000	)
2022	n/a	n/a	260,264	251,374	180,137	172,995	56	(10,690,000	)
2021	n/a	n/a	318,167	356,962	207,253	231,279	163	(9,312,000	)

	Summary Compensation Total ($)	Deductions		Additions
Year	Summary Compensation Total ($)	Amounts Reported in the Summary Compensation Table for Stock Awards	Fair Value of Stock Awards as Determined in Accordance with the SEC's CAP⁽⁴⁾		Compensation Actually Paid ($)⁽⁵⁾

Principal Executive Officer Dwight Gorham
2023	754,279	589,000	509,010		674,289
2022	n/a	n/a	n/a		n/a
2021	n/a	n/a	n/a		n/a
Principal Executive Officer Dr. Horst G. Zerbe
2023	216,388	0	0		216,388
2022	260,264	0	-8,890		251,374
2021	318,167	0	38,795		356,962
Average for Other NEOs
2023	254,189	58,677	41,146		236,658
2022	180,137	0	7,142		172,995
2021	207,253	6,329	30,355		231,279

Fiscal Year	Equity		Fair Value of Current Year Equity Awards at 12/31 (a)		Change in Value of Prior Years' Awards Unvested at 12/31 (b)		Change in Value of Prior Years' Awards That Vested (c)		Equity Value Included in CAP (d) = (a) + (b) + (c)

2023	Stock options	$	509,010	$	0	$	0	$	509,010
2022	Stock options	$	0	$	0		-$8,890		-$8,890
2021	Stock options	$	0	$	12,710	$	26,085	$	38,795

Name	Director since
Horst G. Zerbe, Ph.D.	2006
Bernd J. Melchers	2009
Clemens Mayr	2015
Mark Nawacki	2016
Monika Trzcinska Ph.D.	2022
Sahil Kirpekar, Pd.D.	2023
Ryan Barrett	2023
Dwight Gorham	N/A

Name	Age	Position	Position since
Dr. Horst G. Zerbe⁽³⁾	77	Chairman of the Board	April 2006
		Chief Executive Officer	May 2019 - April 2023
		President and Chief Executive Officer,	April 2006 (except January to July 2014)
Bernd J. Melchers ⁽¹⁾	72	Director	April 2009
Clemens Mayr⁽³⁾	55	Director	August 2015
Mark Nawacki ⁽¹^{) (}²⁾	54	Director	August 2016
		Vice Chairman	January 2024
Dr. Monika Trzcinska ⁽¹⁾⁽²^{) (3)}	57	Director	May 2022
Dr. Sahil Kirpekar ⁽²⁾	38	Director	December 2023
Ryan Barrett ⁽³⁾	43	Director	December 2023
Dwight Gorham	66	Chief Executive Officer	April 2023
Andre Godin	61	President and Chief Financial Officer	May 2019
		Executive Vice President and Chief Financial Officer	August 2015
Nadine Paiement⁽⁴⁾	47	Vice President, Research and Development	January 2016
		Director, Research and Development	June 2005
Tommy Kenny⁽⁴⁾	37	Sr. Vice President, General Counsel	April 2023
		Vice President, IP and Legal Affairs, General Counsel	January 2021
		Director, IP and Legal Affairs	October 2016
Karen Kalayajian⁽⁴⁾	44	Vice President, Finance and Administration	April 2023
		Sr. Director Corporate Services and Corporate Controller	February 2016
Nina Pourhassan ⁽⁴⁾	42	Vice President, Quality Operations	January 2024
		Senior Director Quality Operations	October 2018
Ingrid Zerbe ⁽⁵⁾	69	Corporate Secretary	April 2006

Fiscal Year	Equity Type		Fair Value of Current Year Equity Awards at 12/31 (a)		Change in Value of Prior Years' Awards Unvested at 12/31 (b)		Change in Value of Prior Years' Awards That Vested (c)		Equity Value Included in CAP (d) = (a) + (b) + (c)

2023	Stock options	$	41,456	$	0		-$310	$	41,146
2022	Stock options	$	0		-$1,121		-$6,021		-$7,142
2021	Stock options	$	7,312	$	7,555	$	15,488	$	30,355

	Option Awards						Stock Awards
	Number of Securities Underlying Unexercised Options⁽¹⁾				Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Name	Exercisable (#)		Unexercisable (#)		Option Exercise Price ($)	Option Expiration Date
Dwight Gorham	1,900,000	⁽¹⁾	2,850,000		0.17	April 22, 2033	-		-	-		-
Horst G. Zerbe	179,808	⁽²⁾	-		0.77	Aug. 27, 2027	-		-	-		-
	200,000	⁽²⁾	-		0.76	June 10, 2028	-		-	-		-
	200,000	⁽²⁾	-		0.27	Nov. 22, 2030	-		-	-		-
Andre Godin	600,000	⁽³⁾	-		0.58	July 20, 2025	-		-	-		-
	59,970	⁽³⁾	-		0.77	Aug. 27, 2027	-		-	-		-
	200,000	⁽³⁾	-		0.76	June 10, 2028	-		-	-		-
	200,000	⁽³⁾	-		0.27	Nov. 22, 2030	-		-	-		-
	-		135,000	⁽³⁾	0.24	Jan. 28, 2033	-		-	-		-
	-		1,000,000	⁽³⁾	0.19	April 3, 2033	-		-	-		-
	-		-		-	-	100,000	⁽³⁾	14,	-		-
	-		-		-	-	-		-	33,334	⁽³⁾	4,667
Nadine Paiement	75,000	⁽⁴⁾	-		0.41	Jan. 18, 2021	-		-	-		-
	59,970	⁽⁴⁾	-		0.77	Aug. 27, 2027	-		-	-		-
	100,000	⁽⁴⁾	-		0.76	June 10, 2028	-		-	-		-
	100,000	⁽⁴⁾	-		0.27	Nov. 22, 2030	-		-	-		-
	-		25,000	⁽⁴⁾	0.24	Jan. 28, 2033	-		-	-		-
	-		-		-	-	-		-	15,000	⁽⁴⁾	2,100
Tommy Kenny	25,000	⁽⁵⁾	-		0.66	April 9, 2028	-		-	-		-
	75,000	⁽⁵⁾	8,062	⁽⁵⁾	0.27	Nov. 22, 2030	-		-	-		-
	150,000	⁽⁵⁾	-		0.27	Jan. 10, 2031	-		-	-		-
	-		50,000	⁽⁵⁾	0.24	Jan. 28, 2033	-		-	-		-
	12,500	⁽⁵⁾	87,500	⁽⁵⁾	0.19	April 3, 2033	-		-	-		-
	-	⁽⁵⁾	-		-	-	-		-	16,667	⁽⁵⁾	2,333

	Respectfully submitted,

	Mark Nawacki (Chairman)
	Monika Trzcinska
	Sahil Kirpekar
	Members of the Compensation Committee

Name and Address of Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Dr. Horst G. Zerbe⁽¹⁾	5,324,855.5	⁽¹⁾	3.05	%
Ingrid Zerbe⁽²⁾	5,849,709.5	⁽²⁾	3.35	%
Dwight Gorham⁽⁹⁾	2,082,186	⁽⁹⁾	1.19	%
Bernd Melchers⁽³⁾	281,783	⁽³⁾	*
Andre Godin⁽⁴⁾	2,211,891	⁽⁴⁾	1.27	%
Clemens Mayr⁽⁵⁾	142,510	⁽⁵⁾	*
Nadine Paiement⁽⁶⁾	422,426	⁽⁶⁾	*
Mark Nawacki⁽⁷⁾	236,783	⁽⁷⁾	*
Tommy Kenny⁽⁸⁾	521,648	⁽⁸⁾	*
Sahil Kirpekar	0		*
Ryan Barrett	0		*
Dr. Monika Trzcinska	0		*
Karen Kalayajian⁽¹⁰⁾	481,675	⁽¹⁰⁾	*
Nina Pourhassan⁽¹¹⁾	122,682	⁽¹¹⁾	*
Atai Life Science AG⁽¹²⁾	91,786,904	⁽¹²⁾	52,55	%
All directors, officers and +5% beneficial owner as a group (15 persons)	109,465,053		62.67	%

	Number of Securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights(3)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

	(a)			(b)	(c)
Equity Compensation Plans Approved by Security Holders	10,264,294	⁽¹⁾⁽²⁾	$	0.29	7,897,816	⁽⁴⁾
Equity Compensation Plans Not Approved by Security Holders	0			-	0
Total	10,264,294		$	0.29	7,897,816

	2023	2022	2021
Number of Options granted during the year	6,345,000	125,000	350,000
Weighted average number of shares	174,658,096	164,746,054	137,003,313
Burn rate	3.6%	0.76%	0.25%

	Respectfully submitted,

	Bernd J. Melchers (Chairman)
	Monika Trzcinska, Ph.D.
	Mark Nawacki
	Members of the Audit Committee

	2023		2022
Audit Fees (1)	$	97,114	88,727
Audit-Related Fees (2)	$	0	0
Tax Fees (3)	$	10,702	10,639
All Other Fees	$	0	0
Total	$	107,816	99,366

	BY ORDER OF THE BOARD OF DIRECTORS,

	/s/ Horst G. Zerbe

	Dr. Horst G. Zerbe, Chairman