IntelGenx Technologies Corp.: Exhibit 10.25 - Filed by newsfilecorp.com






INTELGENX TECHNOLOGIES CORP.

DEFERRED SHARE UNIT PLAN 

	Section 1. 	Interpretation and Administrative
      Provisions 



	1.1 	
      Purpose



The purposes of the Plan are to: (i) align the interests of
Directors of the Corporation with the long term interests of shareholders; and
(ii) allow the Corporation to attract and retain high quality Directors. 

	1.2 	
      Definitions



For the purposes of the Plan, the following terms have the
following meanings: 

“Affiliate” has the meaning set forth in the
  Securities Act. 

“Award” means a Deferred Share
Unit granted under this Plan.

“Award Account” means the
notional account maintained for each Participant to which Deferred Share Units
are credited. 

“Award Date” means the date that
retainer compensation is paid to a Participant. 

“Award Agreement” means a
signed, written agreement between a Participant and the Corporation,
substantially in the form attached as Schedule A, subject to any amendments or
additions thereto as may, in the discretion of the Board, be necessary or
advisable, evidencing the terms and conditions on which an Award has been
granted under this Plan. 

“Award Value” means such amount
as may be determined from time to time by the Board as the original value of the
Award to be paid to a Participant and specified in the Participant’s Award
Agreement. 

“Board” means the board of
directors of the Corporation as constituted from time to time. 

“Canadian Participant” means any
Participant who is not a U.S. Participant and who is a Canadian resident for tax
purposes. 

“Code” means the U.S. Internal
Revenue Code of 1986, as amended from time to time and the Treasury Regulations
promulgated thereunder. 




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“Committee” means the committee
of the Board to which the Board has delegated responsible for director
compensation, currently the Compensation Committee, and in the absence of such a
delegation means the Board.

“Common Share” means a “Share”
means one (1) common share with $0.00001 par value in the capital stock of the
Corporation as constituted on the Effective Date or, in the event of an
adjustment contemplated, such other shares or securities to which the holder of
an Award may be entitled as a result of such adjustment. 

“Corporation” means IntelGenx
Technologies Corp. 

“Date of Grant” means, for a
Deferred Share Unit, the date specified by the Board at the time it grants the
Award (which, for greater certainty, shall be no earlier than the date on which
the Board meets for the purpose of granting such Award) or if no such date is
specified, the date upon which the Award was granted. 

“Deferred Share Unit” means a
right granted to an Eligible Person to receive, as set out in the Plan, the
Share Unit Amount. 

“Director” means a director of
the Corporation who is not an employee of the Corporation or a subsidiary of the
Corporation. 

“Dividend Deferred Share Unit”
has the meaning set out in Section 3.3. 

“Effective Date” means the
effective date of this Plan, being February 5, 2018. 

“Election Notice” means a notice
substantially in the form set out as Schedule B, as amended by the Committee
from time to time. 

“Eligible Person” means any
Director of the Corporation. 

“Exchange” means such stock
exchange or other organized market on which the Shares are or may be listed or
posted for trading from time to time, including as applicable the TSX-V or the
TSX. 

“Expiry Date” means the date set
out in the Award Agreement, which may not be later than December 31 of the year
following the year in which the Participant ceased to hold all positions with
the Corporation. 

“Grant Date” means the date the
Board completes all requisite actions required to approve the grant of a
Deferred Share Unit. 

“Market Price” at any date in
respect of the Shares shall be the closing price of such Shares on the Exchange
(and if listed on more than one stock exchange, then the highest of such closing
prices) on the last business day on which the Shares traded, prior to the
relevant date. In the event that Shares are traded in different currencies on
more than one exchange, the Market Prices of such Shares shall be converted to a
common currency based on the Bank of Canada exchange rate for the business day
in question. In the event that such Shares are not listed and
posted for trading on any stock exchange, the Market Price shall be the Market
Price of such Shares as determined by the Board in its sole discretion. 




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“Participant” means any Eligible
Person to whom a Deferred Share Unit is granted. 

“Plan” means the IntelGenx
Technologies Corp. Deferred Share Unit Plan as amended from time to time. 

“Redemption Date” has the
meaning set out in Section 3.4. 

“Redemption Notice” mean a
notice substantially in the form set out as Schedule C, as amended by the
Committee from time to time. 

“Securities Act” means the
Securities Act (Ontario), as amended, or such other successor legislation
as may be enacted, from time to time. 

“Securities Laws” means
securities legislation, securities regulation and securities rules, as amended,
and the policies, notices, instruments and blanket orders in force from time to
time that govern or are applicable to the Corporation or to which it is subject,
including, without limitation, the Securities Act. 

“Share Unit Account” means the
notional account maintained for each Participant to which Deferred Share Units
are credited. 

“Share Unit Amount” has the
meaning set out in Section 3.5. 

“Termination Date” means the
date a Participant ceases to be a Director of the Company for any reason.

“Treasury Regulations”
means the Treasury Regulations promulgated under the Code. 

“TSX-V” means the TSX Venture
Exchange; 

“TSX” means the Toronto Stock
Exchange; 

“U.S. Participant” means, any
Participant who is a United States citizen or United States resident alien as
defined for purposes of Code Section 7701(b)(1)(A). 

“Vested Deferred Share Unit” has
the meaning set out in Section 3.8. 

“Vesting Date” means the date or
dates designated in the Award Agreement, or such earlier date as is provided for
in the Plan or is determined by the Committee.

Where the context so requires, words importing the singular
number include the plural and vice versa, and words importing the masculine
gender include the feminine and neuter genders. 




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	1.3 	
      Effective Date of Plan



The effective date of the Plan is February 5, 2018. 

	Section 2. 	Administration 



	2.1 	
      Administration of the Plan



Subject to the Committee reporting to the Board on all matters
relating to this Plan and obtaining approval of the Board for those matters
required by the Committee’s mandate, this Plan will be administered by the
Committee which has the sole and absolute discretion to: (i) recommend to the
Board grants of Deferred Share Units to Eligible Persons; (ii) interpret and
administer the Plan; (iii) establish, amend and rescind any rules and
regulations relating to the Plan; (iv) establish conditions to the vesting of
Deferred Share Units; and (v) make any other determinations that the Committee
deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan, in the manner and to the extent the Committee deems, in its sole and
absolute discretion, necessary or desirable. Any decision of the Committee with
respect to the administration and interpretation of the Plan shall be conclusive
and binding on the Participants. 

To the extent that any Deferred Share Unit granted to a U.S.
Participant is determined to constitute “nonqualified deferred compensation”
within the meaning of Code Section 409A, such Deferred Share Unit shall be
subject to such additional rules and requirements as specified by the Committee
from time to time in order to comply with Code Section 409A. If any provision of
the Plan contravenes Code Section 409A or could cause the U.S. Participant to
incur any tax, interest or penalties under Code Section 409A, the Committee may,
in its sole discretion and without the U.S. Participant’s consent, modify such
provision to (i) comply with, or avoid being subject to, Code Section 409A, or
to avoid incurring taxes, interest or penalties under Code Section 409A, and
otherwise (ii) maintain, to the maximum extent practicable, the original intent
and economic benefit to the U.S. Participant of the applicable provision without
materially increasing the cost to the Corporation or contravening Code Section
409A. However, the Corporation shall have no obligation to modify the Plan or
any Deferred Share Unit and does not guarantee that Deferred Share Units will
not be subject to taxes, interest and penalties under Code Section 409A.

	2.2 	
      Governing Law



The Plan shall be governed by and construed in accordance with
the federal laws of Canada applicable therein.

	2.3 	
      Determination of Value if Common Shares Not Publicly
      Traded



Should Common Shares no longer be publicly traded at the
relevant time such that the Market Price cannot be determined in accordance with
the formula set out in the definition of that term, the Market Price of a Common
Share shall be determined by the Board in its sole discretion.




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	2.4 	
      Taxes and Other Source
Deductions



The granting or vesting of each Award under this Plan is
subject to the condition that if at any time the Board determines, in its
discretion, that the satisfaction of withholding tax or other withholding
liabilities is necessary or desirable in respect of such grant or vesting, such
action is not effective unless such withholding has been effected to the
satisfaction of the Board. 

	2.5 	
      U.S. Participant



Notwithstanding any other provision of the Plan to the
contrary, the acceleration of the time of any payment under the Plan is
prohibited except as provided in Treasury Regulation Section 1.409A -3(j)(4) and
administrative guidance promulgated under Section 409A of the Code. 

	Section 3. 	Deferred Share Units




	3.1 	
      Awards of Deferred Share
Units



The Board may grant Deferred Share Units to Eligible Persons in
its sole discretion. The award of a Deferred Share Unit to an Eligible Person at
any time shall neither entitle such Eligible Person to receive nor preclude such
Eligible Person from receiving a subsequent grant of Deferred Share Units.

	3.2 	
      Election to Defer Director
  Retainer



An Eligible Person may elect to defer all or any portion of the
retainer that would otherwise be received by the Eligible Person in cash, by
electing to receive such retainer in the form of Deferred Share Units, by
delivering to the Corporation an Election Notice not later than December 31 of
the year preceeding the first date of any period in respect of which the
retainer would be earned, provided that an Eligible Person who is appointed
after December 31 may make an election immediately following their appointment.
An Eligible Person who elects to defer retainer compensation by electing to
receive such retainer in the form of Deferred Share Units will be awarded the
number of Deferred Share Units determined by dividing the dollar amount of the
retainer to be deferred by the Market Price of a Common Share as at the Award
Date. Elections pursuant to this section, when made, shall be irrevocable and
may not be made during a period when the Eligible Person is prohibited from
trading in securities of the Corporation by the Corporation’s disclosure and
insider trading policy.




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	3.3 	
      Crediting of Deferred Share Units and Dividend
      Deferred Share Units



Deferred Share Units granted to a Participant shall be credited
to the Participant’s Share Unit Account on the Grant Date. Each grant of
Deferred Share Units must be confirmed by an Award Agreement signed by the
Corporation and the Participant. From time to time, a Participant’s Share Unit
Account shall be credited with Dividend Deferred Share Units in the form of
additional Deferred Share Units (“Dividend Deferred Share Units”) in
respect of outstanding Deferred Share Units on each dividend payment date in
respect of which normal cash dividends are paid on Shares. Such Dividend
Deferred Share Units shall be computed as: 

	 	a) 	
      the amount of the dividend declared and paid per Common
      Share multiplied by the number of Deferred Share Units recorded in the
      Participant’s Share Unit Account on the date for the payment of such
      dividend, divided by

	 	 	 
	 	b) 	
      the Market Price of a Common Share as at the dividend
      payment date.




	3.4 	
      Redemption Date



Awards of Deferred Share Units shall be redeemed on the earlier
of: 

	 	a) 	
      six months following the date on which a Participant
      ceases to be an Eligible Person; and

	 	 	 
	 	b) 	
      the Expiry Date.




	3.5 	
      Redemption of Deferred Share
  Units



The Corporation shall redeem the Vested Deferred Share Units on
the Redemption Date by paying to the Participant an amount (the “Share Unit
Amount”) equal to: (A) the number of Vested Deferred Share Units elected to
be redeemed multiplied by (B) the Market Price, less statutorily required
applicable withholding taxes. The Share Unit Amount shall be paid as a lump-sum
by the Corporation within ten business days of the Redemption Date.

	3.6 	
      Effect of Redemption of Deferred Share
    Units.



A Participant shall have no further rights respecting any
Vested Deferred Share Unit which has been redeemed in accordance with the
Plan.

	3.7 	
      Reporting of Deferred Share
Units



Statements of the Share Unit Accounts will be made available to
Participants at least annually. 

	3.8 	
      Vesting Date



Each Deferred Share Unit shall vest (become a “Vested
Deferred Share Unit”) on the Vesting Date, conditional on the satisfaction
of any additional vesting conditions established by the Committee from time to
time. Dividend Deferred Share Units shall vest at the same time and in the same
proportion as the associated Deferred Share Units. Notwithstanding any other
provision of the Plan, each Deferred Share Unit received pursuant to an
election to defer retainer compensation under Section 3.2, shall be a Vested
Deferred Share Unit on the Date of Grant. 




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	3.9 	
      Ceasing to be an Eligible
Person



If a Participant ceases to be an Eligible Person, except to the
extent specifically provided to the contrary in the Award Agreement, all the
Participant’s Deferred Share Units and related Dividend Deferred Share Units
shall vest immediately prior to the Participant’s Termination Date. 

	Section 4. 	General 



	4.1 	
      Capital Adjustments



In the event of any stock dividend, stock split, combination or
exchange of shares, merger, consolidation, spin-off or other distribution (other
than normal cash dividends) of the Corporation’s assets to shareholders, or any
other change in the capital of the Corporation affecting Common Shares, the
Committee will make such proportionate adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such change (for the purpose of
preserving the value of the Deferred Share Units), with respect to (i) the
number or kind of shares or other securities on which the Deferred Share Units
and Dividend Deferred Share Units are based; and (ii) the number of Deferred
Share Units and Dividend Deferred Share Units. 

	4.2 	
      Amendment, Suspension, or Termination of
    Plan



The Committee may amend, suspend or terminate the Plan, or any
portion thereof, at any time, subject to those provisions of applicable law
(including, without limitation, the rules, regulations and policies of the
Exchange), if any, that require the approval of shareholders or any governmental
or regulatory body.

If this Plan is terminated, the provisions of this Plan and any
administrative guidelines, and other rules adopted by the Board and in force at
the time of this Plan, will continue in effect as long as a Deferred Share Unit
or any rights pursuant thereto remain outstanding. However, notwithstanding the
termination of the Plan, the Board may make any amendments to the Plan or the
Deferred Share Units it would be entitled to make if the Plan were still in
effect. 

The Board may amend or modify any outstanding Deferred Share
Unit in any manner to the extent that the Board would have had the authority to
initially grant the award as so modified or amended; provided that, where such
amendment or modification is materially adverse to the holder, the consent of
the holder is required to effect such amendment or modification. 

	4.3 	
      Non-Exclusivity



Nothing contained herein will prevent the Board from adopting
other or additional compensation arrangements for the benefit of any
Participant, subject to any required regulatory or shareholder approval. 




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	4.4 	
      Unfunded Plan



To the extent any individual holds any rights under the Plan,
such rights (unless otherwise determined by the Committee) shall be no greater
than the rights of an unsecured general creditor of the Corporation. 

	4.5 	
      Successors and Assigns



The Plan shall be binding on all successors and assigns of the
Corporation and each Participant, including without limitation, the legal
representative of a Participant, or any receiver or trustee in bankruptcy or
representative of the creditors of the Corporation or a Participant. 

	4.6 	
      Transferability of Awards



Rights respecting Deferred Share Units and Dividend Deferred
Share Units shall not be transferable or assignable other than by will or the
laws of descent and distribution. 

	4.7 	
      No Special Rights



Nothing contained in the Plan or in any Deferred Share Unit or
Dividend Deferred Share Unit will confer upon any Participant any right to be
nominated as a Director of the Corporation or interfere in any way with the
right of the Corporation at any time to accept the resignation of the
Participant or not nominate the Participant for election as a Director of the
Corporation. 

Deferred Share Units and Dividend Deferred Share Units shall
not be considered Common Shares nor shall they entitle any Participant to
exercise voting rights or any other rights attaching to the ownership of Common
Shares, nor shall any Participant be considered the owner of Common Shares by
virtue of his ownership of Deferred Share Units or Dividend Deferred Share
Units.

	4.8 	
      Tax Consequences



It is the responsibility of the Participant to complete and
file any tax returns which may be required under Canadian, U.S. or other
applicable jurisdiction’s tax laws within the periods specified in those laws as
a result of the Participant’s participation in the Plan. No Corporation shall be
held responsible for any tax consequences to a Participant as a result of the
Participant’s participation in the Plan. 

	4.9 	
      No Liability



The Corporation shall not be liable to any Participant for any
loss resulting from a decline in the market value of any Common Shares. 




SCHEDULE A 

INTELGENX TECHNOLOGIES CORP. DEFERRED SHARE UNIT PLAN


AWARD AGREEMENT FOR DEFERRED SHARE UNITS 

[Name of Director] (the
“Participant”) 

Pursuant to the IntelGenx Technologies Corp. Deferred Share
Unit Plan effective February 5, 2018, (the “Plan”), and in consideration of
services provided to the Corporation by the Participant IntelGenx Technologies
Corp. hereby grants to the Participant ______ Deferred Share Units under
the Plan. 

All capitalized terms not defined in this Award Agreement have
the meaning set out in the Plan. No cash or other compensation shall at any time
be paid in respect of any Share Units or Dividend Deferred Share Units which
have been forfeited or terminated under the Plan or on account of damages
relating to any Deferred Share Units or Dividend Deferred Share Units which have
been forfeited or terminated under the Plan. 

The Vesting Date for this award is the Grant Date. The Expiry
Date of the award is December 31 of the year following the year in which the
Participant resigns or is not re-elected as a Director of the Corporation and
also has ceased to hold any other position with the Corporation.

Subject to any provisions to the contrary in an Election
Notice, IntelGenx Technologies Corp. and the Participant understand and agree
that the granting and redemption of these Deferred Share Units and any related
Dividend Deferred Share Units are subject to the terms and conditions of the
Plan, a copy of which has been provided to the Participant, all of which are
incorporated into and form a part of this Award Agreement. 

DATED **** ____, 2018. 

	 	INTELGENX TECHNOLOGIES
      CORP. 
	 	 
	 	Per: 	 


I agree to the terms and conditions set out herein. 

	 	 	 
	 	Name: 






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SCHEDULE B 

INTELGENX TECHNOLOGIES CORP. DEFERRED SHARE UNIT PLAN


ELECTION NOTICE FOR DEFERRED SHARE UNITS 

To: IntelGenx Technologies Corp. 

Pursuant to the IntelGenx Technologies Corp. Deferred Share
Unit Plan effective February 5, 2018 (the “Plan”), the undersigned hereby elects
to receive

	 	o 	______________ %; 
	 	o 	$ _____________ ; or 
	 	o 	All of the Participant’s retainer excess of $
      ___________ 


of the undersigned’s cash director retainer in respect of the
year ending December 31, 2018, in the form of Deferred Share Units under the
Plan. This election is irrevocable for such year’s retainer. 

Notwithstanding any other provision of the Plan or the Award
Agreement, the Deferred Share Units awarded pursuant to this Election Notice
will vest immediately.

All capitalized terms not defined in this Election Notice have
the meaning set out in the Plan. No cash or other compensation shall at any time
be paid in respect of any Deferred Share Units or Dividend Deferred Share Units
which have been forfeited or terminated under the Plan or on account of damages
relating to any Deferred Share Units or Dividend Deferred Share Units which have
been forfeited or terminated under the Plan. 

Subject to any provisions to the contrary in this Election
Notice, IntelGenx Technologies Corp. and the Participant understand and agree
that the granting and redemption of these Deferred Share Units are subject to
the terms and conditions of the Plan, a copy of which has been provided to the
Participant, all of which are incorporated into and form a part of this Election
Notice. 

	DATED	 	 	 	 
		 	 	Name: