INTELGENX TECHNOLOGIES CORP. SUBSCRIPTION AGREEMENT FOR UNITS

INTELGENX TECHNOLOGIES CORP.

SUBSCRIPTION AGREEMENT FOR UNITS

TO:

IntelGenx Technologies Corp.

AND TO:

Paradigm Capital Inc. (the "Agent")

The undersigned (the " Subscriber ") hereby irrevocably subscribes for and agrees to purchase from IntelGenx Technologies Corp. (the " Corporation ") that number of units in the capital of the Corporation (the " Units ") set out below at a price of US$0.70 per Unit.  Each Unit is comprised of one common share in the capital of the Corporation (the “ Common Shares ”) and one common share purchase warrant (a “ Warrant ”).  Each Warrant shall entitle the holder thereof to purchase one Common Share (a “ Warrant Share ”) at a price of US$1.02 per Warrant Share for 24 months following the Closing Date (as herein defined).  Each Warrant will be exercisable for one Warrant Share on the same terms but at a price of US$0.93 per Warrant Share in the event that IntelGenx does not satisfy the Liquidity Conditions (as herein defined) prior to 5:00 p.m. (Toronto time) on that date which is four months following the Closing Date (the “ Penalty Date ”).  The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions" of Subscription for Units including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation and the Agent may rely upon the Subscriber’s representations, warranties and covenants contained in such documents.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as applicable, in the space provided below

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR
UNITS

ARTICLE 1 - INTERPRETATION

1.1

Definitions

Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

" Agent " means Paradigm Capital Inc.

" Agency Agreement " means the Agency Agreement to be dated on or about March 26, 2008 to be entered into between the Agent and the Corporation in respect of the Offering.

" Aggregate Subscription Price " shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

" Business Day " means a day other than a Saturday, Sunday or any other day on which the chartered banks located in Toronto are not open for business.

" Closing " shall have the meaning ascribed to such term in Section 4.1.

" Closing Date " shall have the meaning ascribed to such term in Section 4.1.

" Closing Time " shall have the meaning ascribed to such term in Section 4.1.

" Common Shares " mean the common shares in the capital of the Corporation.

" Compensation Options " shall have the meaning ascribed to such term in Section 8.1.

" Corporation " means IntelGenx Technologies Corp. and includes any successor corporation to or of the Corporation.

“ Liquidity Conditions ” mean the satisfaction of the latest of the following conditions: (i) the Common Shares, the Warrant Shares and the common shares underlying the Compensation Options being listed and commence trading on either the Toronto Stock Exchange or the TSX Venture Exchange; and (ii) the effectiveness of the Registration Statement with respect to the resale in the United States of the Common Shares, the Warrants, the Warrant Shares and the common shares underlying the Compensation Options.

" NI 45-106 " means National Instrument 45-106 – Prospectus and Registration Exemptions.

" Offering " means the offering of Units pursuant to this Subscription Agreement and the Agency Agreement.

“ Penalty Date ” means 5:00 p.m. (Toronto time) on that date which is four (4) months following the Closing Date.

" person " means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons whether incorporated or not and pronouns have a similar extended meaning.

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“Registration Rights Agreement” means the agreement to be entered into between the Agent and the Corporation in connection with the Registration Statement substantially in the form attached hereto as Schedule “G”.

“ Registration Statement ” means a resale registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (or such other acceptable form) to effect a registration for resale of the securities offered thereunder.

“ Securities Act ” means the U.S. Securities Act of 1933 , as amended.

" Securities Laws " mean, as applicable, the securities laws, regulations, rules, rulings and orders in each of the provinces of Canada, the applicable policy statements issued by the securities regulators in each of the provinces of Canada, the United States and the states within the United States.

" Subscriber " means the subscriber for the Units as set out on the face page of this Subscription Agreement.

" Subscription Agreement " means this subscription agreement including any schedules hereto and any instrument amending this Subscription Agreement; " hereof ", " hereto ", " hereunder ", " herein " and similar expressions mean and refer to this Subscription Agreement and not to a particular Article or Section; and the expression "Article" or "Section" followed by a number means and refers to the specified Article or Section of this Subscription Agreement.

" Term Sheet " means the term sheet delivered to potential purchasers of Units, a copy of which is attached hereto as Schedule "A".

“ U.S. Person ” has the meaning set forth in Regulation S under the Securities Act.

" Units " mean the units of the Corporation offered hereunder.  Each Unit is comprised of one Common Share and one Warrant.

“ Warrants ” mean one common share purchase warrant of the Corporation exercisable for one Warrant Share for a period of 24 months from the Closing Date at a price of US$1.02 per Warrant Share or US$0.93 per Warrant Share on or after the Penalty Date if the Liquidity Conditions have not been met.

“ Warrant Shares ” mean the Common Shares issuable upon exercise of the Warrants.

1.2

Gender and Number

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.

1.3

Currency

Unless otherwise specified, all dollar amounts in this Subscription Agreement, including the symbol " $ ", are expressed in Canadian dollars.

1.4

Subdivisions, Headings and Table of Contents

The division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement.  The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer.  Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.

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ARTICLE 2 - SCHEDULES

2.1

Description of Schedules

The following are the Schedules attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:

Schedule "A"

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Term Sheet

Schedule "B"

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Certificate of Accredited Investor for All Provinces

Schedule "C"

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Certificate of Minimum Amount Investment Status for All Provinces

Schedule "D"

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Certificate of Family, Friends and Business Associates Status for All Provinces except Ontario

Schedule "E"

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Certificate of Founder, Control Person and Family Status for Ontario

Schedule “F”

Form 4C – Corporate Placee Registration Form of TSX Venture Exchange

Schedule “G”

Confirmation of U.S. Accredited Investor Status

Schedule “H”

Draft Registration Rights Agreement

ARTICLE 3 - SUBSCRIPTION AND DESCRIPTION OF UNITS

3.1

Subscription for the Units

The Subscriber hereby confirms its irrevocable subscription for and offer to purchase the Units from the Corporation, on and subject to the terms and conditions set out in this Subscription Agreement, for the Aggregate Subscription Price which is payable as described in Article 4 hereto.

3.2

Acceptance and Rejection of Subscription by the Corporation

The Subscriber (on its own behalf and on behalf of each person on whose behalf the Subscriber is contracting) acknowledges and agrees that the Corporation reserves the right, to reject this subscription for Units, in whole or in part, at any time prior to the Closing Time. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Agent representing the Aggregate Subscription Price will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Aggregate Subscription Price for that portion of the subscription for the Units which is not accepted, will be promptly delivered to the Subscriber without interest or deduction. The Subscriber acknowledges that the Units subscribed for by it hereunder form part of a larger issuance and sale by the Corporation of up to US$5 million at a subscription price of US$0.70 per Unit on a "best efforts" private placement basis.

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ARTICLE 4 - CLOSING

4.1

Closing

Delivery and sale of the Units and payment of the Aggregate Subscription Price will be completed (the " Closing ") at the offices of the Corporation’s counsel, Borden Ladner Gervais LLP, 40 King Street West, Scotia Plaza, Suite 4100, Toronto, Ontario, at 10:00 a.m. (Toronto time) (the " Closing Time ") on March 26, 2008 or such other date(s) or time(s) as the Corporation and the Agent may agree (the " Closing Date "). If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement and the Agency Agreement have been complied with to the satisfaction of the Agent, or waived by the Agent, the Agent shall deliver to the Corporation all completed Subscription Agreements and payment of the Aggregate Subscription Price for all of the Units sold pursuant to the Agency Agreement against delivery by the Corporation of certificates representing the Units and such other documentation as may be required pursuant to the Subscription Agreement and the Agency Agreement.

If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than delivery by the Corporation to the Subscriber of certificates representing the Units) and the Agency Agreement have not been complied with to the satisfaction of the Agent, or waived by it, the Agent, the Corporation and the Subscriber will have no further obligations under this Subscription Agreement. All completed Subscription Agreements shall be delivered to the Corporation no later than 48 hours (or such shorter time as agreed to in advance by the Corporation prior to the Closing Time).

The Corporation and the Agent shall be entitled to rely on delivery of a facsimile copy of executed subscriptions, and acceptance by the Corporation of such facsimile subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof.

4.2

Conditions of Closing

The Subscriber on its own behalf and on behalf of others for whom it is acting hereunder, acknowledges and agrees that in addition to the closing conditions to be set out in the Agency Agreement, the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than the Closing Time:

(a)

payment by the Subscriber of the Aggregate Subscription Price for the Units subscribed for under this subscription agreement in such manner as is acceptable to the Corporation and the Agent;

(b)

the Subscriber having properly completed, signed and delivered this Subscription Agreement not later than 72 hours prior to Closing Time to:

Paradigm Capital Inc.

95 Wellington Street West

Suite 2101

Toronto, ON  M5J 2N7

Attention:

Elise Robinson

Telephone:

416-363-5106
Fax:

416-361-0679

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(c)

the Subscriber having properly completed, signed and delivered Schedule "B", "C", "D", "E", “F” or “G” as applicable:

(i)

ALL CANADIAN SUBSCRIBERS WHO ARE SUBSCRIBING AS "ACCREDITED INVESTORS"

if the Subscriber is resident in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Nova Scotia, New Brunswick, Newfoundland and Labrador and Prince Edward Island or otherwise subject to the Securities Laws in such Provinces and is purchasing as an "accredited investor", a duly completed and executed certificate as set forth in Schedule "B" evidencing the Subscriber’s status as an accredited investor.

(ii)

ALL CANADIAN SUBSCRIBERS WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING FOR NOT LESS THAN $150,000 OF UNITS

if the Subscriber is resident in or otherwise subject to the laws of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, New Brunswick, Prince Edward Island or Newfoundland and Labrador is purchasing a minimum of sufficient $150,000 of Units, a duly completed and executed Minimum Amount Investment Status Certificate in the form attached hereto as Schedule "C";

(iii)

SUBSCRIBERS IN ALL PROVINCES EXCEPT ONTARIO, WHO ARE NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FAMILY, FRIENDS OR BUSINESS ASSOCIATES EXEMPTION

if the Subscriber is resident in or otherwise subject to the laws of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island or Newfoundland and Labrador  and is purchasing the Units in reliance on the " Family, Friends and Business Associates " exemption provided under Section 2.5 of NI 45-106, a duly completed and executed Family, Friends and Business Associates Status Certificate in the form attached hereto as Schedule "D";

(iv)

ALL SUBSCRIBERS RESIDENT IN ONTARIO, NOT SUBSCRIBING AS ACCREDITED INVESTORS AND WHO ARE SUBSCRIBING UNDER THE FOUNDER, CONTROL PERSON AND FAMILY EXEMPTION

if the Subscriber is resident in or otherwise subject to the laws of the Province of Ontario, is not an "accredited investor" as defined in NI 45-106 and is purchasing the Units in reliance on the " Founder, Control Person and Family " exemption provided under Section 2.7 of NI 45-106, a duly completed and executed Founder, Control person and Family Status Certificate in the form attached hereto as Schedule "E".

(v)

ALL SUBSCRIBERS RESIDENT IN THE UNITED STATES

If the Subscriber is resident in or otherwise subject to the laws of the United States, a duly completed and executed Confirmation of U.S. Accredited Investor Status in the form attached hereto as Schedule “G

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4.3

Authorization of the Agent

The Subscriber irrevocably authorizes the Agent in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Agent, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:

(a)

to receive certificates representing the Units, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Units and to exercise any rights of termination contained in the Agency Agreement;

(b)

to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, and the Agency Agreement or any ancillary or related document;

(c)

to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine; and

(d)

without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement and the Registration Rights Agreement.

ARTICLE 5 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER

5.1

Acknowledgements, Representations, Warranties and Covenants of the Subscriber

The Subscriber, on its own behalf and on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Corporation as follows and acknowledges that the Corporation and the Agent are relying on such representations and warranties in connection with the transactions contemplated herein:

(a)

The Subscriber and any beneficial purchaser for whom it is acting has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the securities offered hereunder and is able to bear the economic risk of such investment even if the entire investment is lost.

(b)

The Subscriber and each beneficial purchaser for whom it is acting is a resident in the jurisdiction set out on the face page of this Subscription Agreement.  Such address was not created and is not used solely for the purpose of acquiring securities under an exemption from prospectus requirements of applicable securities legislation and the Subscriber and any beneficial purchaser was solicited to purchase in such jurisdiction.  

(c)

The Subscriber has properly completed, executed and delivered within applicable time periods to the Corporation the applicable certificate(s) and/or form(s) (dated as of the date hereof) set forth in Schedules "B" through "G" and the information contained therein is true and correct.

(d)

The representations, warranties and covenants contained in the applicable Schedules will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time.

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(e)

The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the securities offered hereunder and the completion of the transactions described herein by the Subscriber, or any beneficial purchaser for whom it is acting, will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, or any beneficial purchaser for whom it is acting, the Securities Laws or any other laws applicable to the Subscriber, or any beneficial purchaser for whom it is acting, any agreement to which the Subscriber, or any beneficial purchaser for whom it is acting, is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom it is acting.

(f)

The Subscriber is subscribing for the securities