Exhibit 4.29
– STOCK OPTION PLAN APPROVED JUNE 22, 2016


 


MEDICURE INC.


 


STOCK OPTION PLAN


Amended and Restated as of June 22, 2016


 


		1.	Purpose. The purpose of
                                         the Stock Option Plan (the “Plan”) of Medicure Inc. (the “Corporation”),
                                         a Corporation incorporated under the federal laws of Canada, is to advance the interests
                                         of the Corporation by encouraging its directors, management, consultants and employees
                                         to acquire shares in the Corporation, thereby increasing their proprietary interest in
                                         the Corporation, encouraging them to remain associated with the Corporation and furnishing
                                         them with additional incentive in their efforts on behalf of the Corporation in the conduct
                                         of its affairs.



 


			Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to
                                                                                      them in the policies of the TSX Venture Exchange (the “Exchange”).



 


		2.	Administration. The Plan
                                         shall be administered by the board of directors of the Corporation (the “Board”).



 


			Subject to the provisions of the Plan,
                                         the Board shall have authority to construe and interpret the Plan and all Option Agreements
                                         entered into thereunder, to define the terms used in the Plan and in all Option Agreements
                                         entered into thereunder, to prescribe, amend and rescind rules and regulations relating
                                         to the Plan, subject to any necessary regulatory approvals of the relevant stock exchange,
                                         and to make all other determinations necessary or advisable for the administration of
                                         the Plan. All determinations and interpretations made by the Board shall be binding and
                                         conclusive on all participants in the Plan and on their legal personal representatives
                                         and beneficiaries.



 


			Each option granted hereunder (an
                                         “Option”) shall be evidenced by an agreement (an “Option
                                         Agreement”), signed on behalf of the Corporation and by the optionee, in such
                                         form as the Board shall approve. Each such agreement shall recite that it is subject
                                         to the provisions of this Plan.



 


		3.	Shares Subject to Plan.
                                         Subject to adjustment as provided in Section 14 hereof, the shares to be offered under
                                         the Plan shall consist of common shares of the Corporation (“Shares”)
                                         which shall be issued from treasury for purposes of the Plan. The aggregate number of
                                         Shares reserved for issuance pursuant to Options granted under this Plan is 2,934,403.
                                         If any Option shall expire or terminate for any reason without having been exercised
                                         in full, the unpurchased Shares subject thereto shall again be available for the purpose
                                         of this Plan.



 


		4.	Maintenance of Sufficient
                                         Capital. The Corporation shall at all times during the term of this Plan reserve
                                         and keep available such numbers of Shares as will be sufficient to satisfy the requirements
                                         of the Plan.



 




     

     


    

 


		5.	Eligibility and Participation.
                                         Directors, officers, management, consultants, employees, consultants performing Investor
                                         Relations Activities and management company employees of the Corporation shall be eligible
                                         for selection to participate in the Plan (such persons hereinafter collectively referred
                                         to as “Participants”). When such Participant is an Employee, Consultant
                                         or Management Company Employee, the Corporation represents that the Participant is a
                                         bona fide Employee, Consultant or Management Company Employee, as the case may be. The
                                         Board shall determine to whom Options shall be granted, the terms and provisions of the
                                         respective Option Agreements, the time or times at which such Options shall be granted,
                                         and the number of Shares to be subject to each Option. An individual who has been granted
                                         an Option may, if he is otherwise eligible, and if permitted under the policies of the
                                         stock exchange or stock exchanges on which the Shares are to be listed, be granted an
                                         additional Option or Options if the directors shall so determine.



 


		6.	Exercise Price.



 


		(a)	Subject
                                         to the provisions of Section 6(b), the Board shall, at the time an Option is granted
                                         under this Plan, fix the exercise price at which Shares may be acquired upon the exercise
                                         of such Option provided that the minimum exercise price shall not be less than the Discounted
                                         Market Price. The Discounted Market Price is the Market Price of the Shares, less a discount
                                         which shall not exceed 25% if the Market Price is $0.50 or less, 20% if the Market Price
                                         is from $0.51 to $2.00 and 15% if the Market Price is above $2.00. Where used herein
                                         "Market Price" means, subject to certain exceptions required by the rules of
                                         the Exchange, the last daily closing price of the Shares before the date of grant or
                                         the issuance of a news release announcing the grant, if required.



 


		(b)	If an Option is granted within
                                         90 days of a public distribution of the Shares by way of prospectus, then the minimum
                                         exercise price of such Option shall, if the policy of such stock exchange or stock exchanges
                                         requires, be the greater of the Discounted Market Price and the price per Share paid
                                         by the investing public for Shares acquired by the public during such public distribution,
                                         determined in accordance with the policy of such stock exchange or stock exchanges.



 


		7.	Number of Optioned Shares.
                                         The number of Shares that may be acquired under an Option granted to a Participant
                                         shall be determined by the Board as at the time the Option is granted, provided that
                                         the aggregate number of Shares reserved for issuance to:



 


		(a)	any one Participant (other than
                                         a Consultant or a person employed in Investor Relations Activities, as hereinafter defined)
                                         together with such Participant's participation in any other plan of the Corporation,
                                         during any 12 month period shall not exceed 5% of the total number of issued and outstanding
                                         Shares (calculated on a non-diluted basis);



 


		(b)	Insiders of the Corporation (as
                                         defined by the Exchange) under Options granted to Insiders shall not exceed, during any
                                         12 month period, 10% of the total number of issued and outstanding Shares;



 


 




     

     


    

 


		(c)	Insiders of the Corporation (as
                                         defined by the Exchange) under Options granted to Insiders shall not exceed 10% of the
                                         total number of issued and outstanding shares;



 


		(d)	any one Consultant shall not exceed
                                         2% of the total number of issued and outstanding Shares (calculated on a non-diluted
                                         basis) during any 12 month period; and



 


		(e)	any persons employed in Investor
                                         Relations Activities shall not exceed an aggregate of 2% of the total number of issued
                                         and outstanding Shares (calculated on a non-diluted basis) during any 12 month period.



 


		8.	Duration of Option and Vesting.



 


		(a)	Each Option and all rights thereunder
                                         shall expire on the date (the “Expiry Date”) set out in the Option
                                         Agreements and shall be subject to earlier termination as provided in paragraphs 10 and
                                         11. The Expiry Date shall be fixed by the Board, such date not to exceed ten years from
                                         the date the Option is granted.



 


		(b)	An Option shall vest and may be
                                         exercised (in each case to the nearest full Share) until the Expiry Date of the Option
                                         in such manner as the Board may fix by resolution, except for Options issued to Consultants
                                         performing Investor Relations Activities, which must vest in stages over 12 months with
                                         no more than 1⁄4 of the options vesting in any three month period. Options which
                                         have vested may be exercised in whole or in part at any time and from time to time prior
                                         to the Expiry Date.



 


		(c)	Notwithstanding any other provision
                                         of this Plan, no Option shall terminate, become void and of no effect or cease to be
                                         exercisable, whether as a result of the expiry of the term fixed for exercise of the
                                         Option or as a result of the termination or cessation of employment of an optionee, prior
                                         to 5:00 p.m. (Winnipeg time) on the tenth business day following the cessation of any
                                         Trading Blackout applicable to such optionee in effect at the time such Option would
                                         otherwise expire or terminate or if a Trading Blackout is not then in effect, prior to
                                         5:00 p.m. (Winnipeg time) on the tenth business day following cessation of the most recent
                                         Trading Blackout applicable to such optionee prior to the Expiry Date.



 


		(d)	“Trading
                                         Blackout” means any restricted trading period imposed by the Corporation
                                         during which the directors and officers of the Corporation and specified employees are
                                         prohibited from trading in the securities of the Corporation.



 




     

     


    

 


		9.	Exercise of Options.



 


		(a)	Except as set forth in Section
                                         10 and 11, no Option may be exercised unless the Participant is at the time of such exercise
                                         a director, officer, manager, consultant, employee or management company employee of
                                         the Corporation.



 


		(b)	The exercise of any Option will
                                         be contingent upon receipt by the Corporation at its head office of a written notice
                                         of exercise, specifying the number of Shares with respect to which the Option is being
                                         exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase
                                         price of such Shares with respect to which the Option is exercised. No Participant or
                                         his or her legal representatives, legatees or distributes will be, or will deemed to
                                         be, a holder of any Shares subject to an Option under this Plan, unless and until the
                                         certificate for such Shares are issued to him or them under the terms of the Plan.



 


		(c)	To the extent the exercise of an
                                         Option hereunder gives rise to any tax or other statutory withholding obligation (including,
                                         without limitation, income and payroll withholding taxes imposed by any jurisdiction),
                                         the Corporation may implement appropriate procedures to ensure that the tax withholding
                                         obligations are met. These procedures may include, without limitation, increased withholding
                                         from an optionee’s regular compensation, cash payments by an optionee, or the sale
                                         of a portion of the Shares acquired pursuant to the exercise of an Option, which sale
                                         may be required and initiated by the Corporation. Any such procedure, including offering
                                         choices among procedures, will be applied consistently with respect to all similarly
                                         situated optionees in the Plan, except to the extent any procedure may not be permitted
                                         under the laws of the applicable jurisdiction.



 


		10.	Ceasing to Be a Director,
                                         Consultant, Officer, Manager, Consultant or Employee. If any Participant shall cease
                                         to be a member of the Board, officer, management, consultant, employee or management
                                         company employee of the Corporation or any subsidiary of the Corporation for any reason
                                         other than death or permanent disability, his or her Option will terminate at 5:00 p.m.
                                         (Winnipeg time) on the earlier of the Expiry Date of the Option and:



 


		(a)	for Participants other than those
                                         employed in Investor Relations Activities, a maximum of 12 months after the date such
                                         Participant ceases to be a member of the Board, senior officer, Employee, Management
                                         Company Employee or Consultant of the Corporation, or any subsidiary of the Corporation;
                                         and



 


		(b)	for Participants employed in Investor
                                         Relations Activities, 30 days after the date such Participant ceases to be employed in
                                         Investor Relations Activities.



 


If such cessation or termination
is by reason of substantial breach or cause on the part of the Participant, the Options shall be automatically terminated forthwith
and shall be of no further force or effect.


 




     

     


    

 


Neither the selection of any person
as a Participant nor the granting of an Option to any Participant under this Plan shall:


 


		(c)	confer upon such Participant any right to continue as a
director, senior officer, Employee, Management Company Employee or Consultant of the Corporation, or any subsidiary of the Corporation
as the case may be, or



 


		(d)	be construed as a guarantee that the Participant will continue
as a member of the Board, senior officer, Employee, Management Company Employee or Consultant of the Corporation, or any subsidiary
of the Corporation as the case may be.



 


		11.	Death or Permanent Disability
                                         of Participant. In the event of the death or permanent disability of a Participant,
                                         the Option previously granted to him shall be exercisable only by the earlier of the
                                         Expiry Date and the date that is twelve months after the date of death or permanent disability
                                         and then only:



 


		(a)	by the person or persons to whom
                                         the Participant’s rights under the Option shall pass by the Participant’s
                                         will or applicable laws; and



 


		(b)	if and to the extent that he was
                                         entitled to exercise the Option at the date of his death or permanent disability.



 


		12.	Right of Optionee. No
                                         person entitled to exercise any Option granted under the Plan shall have any of the rights
                                         or privileges of a shareholder of the Corporation in respect of any Shares issuable upon
                                         exercise of such Option until certificates representing such Shares shall have been issued
                                         and delivered.



 


		13.	Proceeds from Sales of Shares.
                                         The proceeds from sales of Shares issued upon the exercise of Options shall be added
                                         to the general funds of the Corporation and shall thereafter be used from time to time
                                         for such corporate purposes as the Board may determine and direct.



 


		14.	Adjustments. If the outstanding
                                         Shares of the Corporation are increased, decreased, changed into or exchanged for a different
                                         number or kind of shares of securities of the Corporation through re-organization, arrangement,
                                         merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation,
                                         an appropriate and proportionate adjustment shall be made in the maximum number or kind
                                         of shares as to which Options may be granted under the Plan. A corresponding adjustment
                                         changing the number or kind of shares allocated to unexercised Options or portions thereof,
                                         which shall have been granted prior to any such change, shall likewise be made. Any such
                                         adjustment in the outstanding Options shall be made without change in the aggregate purchase
                                         price applicable to the unexercised portion of the Option but with a corresponding adjustment
                                         in the price for each share or other unit of any security covered by the Option.



 




     

     


    

 


			Upon the liquidation or dissolution of
                                         the Corporation or upon a re-organization, arrangement, merger or consolidation of the
                                         Corporation with one or more corporations as a result of which the Corporation is not
                                         the surviving corporation, or upon the sale of substantially all of the property or more
                                         than eighty (80%) percent of the then outstanding Shares of the Corporation to another
                                         corporation, the Plan shall terminate, and any Options theretofore granted hereunder
                                         shall terminate unless provision is made in writing in connection with such transaction
                                         for the continuance of the Plan and for the assumption of Options theretofore granted,
                                         or the substitution for such Options of new options covering the shares of a successor
                                         employer corporation, or a parent or subsidiary thereof, with appropriate adjustments
                                         as to number and kind of shares and prices, in which event the Plan and Options theretofore
                                         granted shall continue in the manner and upon the terms so provided. If the Plan and
                                         outstanding Options shall terminate pursuant to the foregoing sentence, then immediately
                                         prior to consummation of the event which results in the termination of the Plan and outstanding
                                         Options, the Board may determine that all of the Options of an optionee vest and become
                                         exercisable for such period as the Board specifies. Options not exercised within the
                                         specified period will terminate.



 


			Adjustments under this Section shall be
                                         made by the Board, subject to the approval of the primary stock exchange on which the
                                         shares of the Corporation are listed, whose determination as to what adjustments shall
                                         be made, and the extent thereof, shall be final, binding and conclusive. No fractional
                                         shares shall be issued under the Plan on any such adjustment.



 


14.1Change of Control.
If a bona fide offer (the “Offer”) for voting or equity shares is made to shareholders of the Corporation generally,
or to a class of shareholders of the Corporation which, if Options were exercised, would include the Participants, and which Offer,
if accepted in whole or in part, would result in the offeror exercising control over the Corporation within the meaning of subsection
1(3) of the Securities Act (Ontario) then, notwithstanding Sections 8 and 9 but subject to the other provisions hereof:


 


		(a)	The Board may give its express consent
                                         to the exercise of any Options which are outstanding although not yet exercisable at
                                         the time of the Offer in the manner hereinafter provided.



 


		(b)	If the Board has so consented to
                                         the exercise of any Options outstanding at the time of the Offer, the Corporation shall,
                                         immediately after such consent has been given, notify each Participant currently holding
                                         an Option of the Offer, with full particulars thereof, together with a notice stating
                                         that, in order to permit the Participant to participate in the Offer, the Participant
                                         may, during the period that the Offer is open for acceptance (or, if no such period is
                                         specified, the period of 30 days following the date of such notice), exercise all or
                                         any portion of any such Option held by the Participant.



 




     

     


    

 


		(c)	In the event that the Participant
                                         so exercises any such Option, such exercise shall be in accordance with Sections 6, 7
                                         and 9(b) hereof; provided that, if necessary in order to permit the Participant to participate
                                         in the Offer, such Option shall be deemed to have been exercised, and the issuance of
                                         Shares received upon such exercise (the “Optioned Shares”) shall be
                                         deemed to have occurred, effective as of the first day prior to the date on which the
                                         Offer was made.



 


		(d)	If, upon the expiry of the applicable
                                         period referred to in subsection (b) above, the Offer is completed, and:



 


		(i)	the Participant has not exercised
                                         the entire or any portion of such Option then, as of and from the expiry of such period,
                                         the Participant’s right to purchase the Shares covered by such Option shall not
                                         be exercisable, and shall expire and be null and void; and



 


		(ii)	the Participant has exercised
                                         the entire or any portion of such Option, but has not tendered the Shares received in
                                         connection with such exercise to the Offer, then, as and from the expiry of such period,
                                         the Corporation may require the Participant to sell to the Corporation such Optioned
                                         Shares for a purchase price of $.001 per Optioned Share.



 


		(e)	If:



 


		(i)	the Offer is not completed (within
                                         the time specified therein, if applicable);



 


               or


 


		(ii)	all of the Optioned Shares tendered
                                         by the Participant pursuant to the Offer are not taken up and paid for by the offeror
                                         in respect thereof;



 


then the Optioned Shares or, in
the case of paragraph (ii) above, the portion thereof that is not taken up and paid for by such offeror, shall be returned by
the Participant to the Corporation for cancellation and the terms of the Option as set forth herein shall again apply to such
Option, or the remaining portion thereof, as the case may be.


 


		(f)	If any Optioned Shares are returned
                                         to the Corporation pursuant to subsection (e) above, the Corporation shall refund the
                                         Option price to the Participant in respect of such Optioned Shares.



		(g)	In no event shall the Participant
                                         be entitled to sell the Optioned Shares otherwise than pursuant to the Offer, except
                                         as provided in paragraph (d)(ii) above.



 


		15.	Transferability. All
                                         benefits, rights and Options accruing to any Participant in accordance with the terms
                                         and conditions of the Plan shall not be transferable or assignable unless specifically
                                         provided herein. During the lifetime of a Participant any benefits, rights and Options
                                         may only be exercised by the Participant.



 




     

     


    

 


		16.	Amendment and Termination of Plan.



 


		(a)	The Board may, at any time, suspend
                                         or terminate the Plan or amend or revise the terms of the Plan, provided that no such
                                         amendment or revisions shall alter the terms of any Options theretofore granted under
                                         the Plan. Subject to Section 16(b) and subject to any necessary approval of any stock
                                         exchange on which the Shares may be listed, the Board may, from time to time, and without
                                         the approval of the Company’s shareholders: (i) amend the Plan and the terms and
                                         the conditions of any Options thereafter to be granted; and (ii) amend the Plan and the
                                         terms and conditions of any Options which have been theretofore granted, subject to the
                                         consent of a holder of an Option whose rights would be adversely affected by such amendment.



 


		(b)	Disinterested shareholders of the
                                         Company shall approve any amendment to the Plan or any Option which reduces the exercise
                                         price of an Option granted to an Insider. Shareholders of the Company shall approve
                                         any amendment to the Plan or any Option which (i) extends the period available to exercise
                                         an Option granted to an Insider other than as provided in Section 8(b); or (ii) increases
                                         the number of shares reserved for issuance under the Plan (other than pursuant to the
                                         provisions of Section 14 hereof).



 


		17.	Necessary Approvals.
                                         The obligation of the Corporation to issue and deliver Shares in accordance with the
                                         Plan is subject to any approvals which may be required from any regulatory authority
                                         or stock exchange having jurisdiction over the securities of the Corporation. If any
                                         Shares cannot be issued to any Participant for whatever reason, the obligation of the
                                         Corporation to issue such Shares shall terminate and any Option exercise price paid to
                                         the Corporation will be returned to the Participant.



 


		18.	Stock Exchange Rules.
                                         The rules of any stock exchange upon which the Corporation’s Shares are listed
                                         shall be applicable relative to Options granted to Participants.



 


		19.	Effective Date of Plan.
                                         The Plan has been adopted by the Board of the Corporation subject to the approval of
                                         the stock exchange or stock exchanges on which the Shares of the Corporation are to be
                                         listed and, if so approved, the Plan shall became effective upon such approvals being
                                         obtained.



 


		20.	Interpretation. The Plan
                                         will be governed by and construed in accordance with the laws of Canada.



 




     

     


    

 


MEDICURE INC.


 


	 	Per:	/s/ James Kinley
	 	 	 
	 	Per:	/s/ Albert Friesen