IntelGenx Technologies Corp.: Exhibit 10.29 - Filed by newsfilecorp.com






MEMORANDUM OF AGREEMENT executed at Montreal, Quebec,
this 31st day of December, 2014. 

	BETWEEN: 	
      INTELGENX CORP., a corporation constituted under
      the laws of Canada, having its head office at 6425 Abrams, Ville
      St.-Laurent, Quebec H4S 1X9 duly represented herein by Horst G. Zerbe, its
      President and CEO, duly authorized as he so declares; 

	  	  
	  	  
	  	(hereinafter called the “Corporation”)
    
	  	  
	AND: 	JOHN E.M. DURHAM, domiciled and residing
      at 102 Mayfair, Hudson, Quebec, J0P 1H0, Canada 
	  	  
	  	(hereinafter called the “Executive”)
  


WHEREAS the Corporation has undertaken to retain the
Executive as an “at-will” employee in the position of Vice-President of
Manufacturing Operations; WHEREAS the Corporation wishes to retain the
Executive as its Vice-President of Manufacturing Operations, and the Executive
agrees to be so retained, the whole “at-will” and under the terms and conditions
set forth in this Memorandum of Agreement (“Agreement”);

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:


	1. 	
      Preamble



The preamble of this Agreement and its
Schedule(s), if any, shall form an integral part hereof. 

	2. 	
      Employment



Subject to the terms and conditions
hereinafter set forth, the Corporation hereby agrees to retain the Executive in
the position of Vice-President of Manufacturing Operations, and the Executive
hereby agrees to serve in such capacity. 

	3. 	
      Duties and
  Responsibilities



The Executive shall report to the Chief
Executive Officer of the Corporation (hereinafter referred to as the “CEO”) and
perform such duties, consistent with his office, and exercise such powers with
respect to the Corporation as may be assigned to or vested in him, from time to
time, by the CEO.

The Executive will accept no other
employment during the term of this Agreement.

	4. 	
      Term of Employment



Subject to the specific provisions
hereinafter set forth respecting the termination of the Executive’s employment,
the employment of the Executive shall be for an indeterminate term, commencing as of January 1st, 2015 (the
“Commencement Date”). In this Agreement, each twelve-month period following the
Commencement Date or anniversary thereof is referred to as an “Employment
Year”.

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	5. 	
      Salary



The Executive shall receive from the
Corporation an annual salary of one hundred and eighty-five thousand dollars
($185,000) (the “Base Salary”). The Base Salary shall be subject to review by
the Compensation Committee of the Board on a yearly basis, provided that such
Base Salary, as in effect from time to time, may be increased but not be
reduced. The Base Salary shall be paid to the Executive, in lawful currency of
Canada, in equal consecutive bi-weekly installments or in such other manner as
may from time to time be agreed between the Corporation and the Executive, less
all appropriate withholdings required by law. 

	6. 	
      Automobile



The Corporation shall pay to the
Executive a monthly automobile allowance in the amount of seven hundred and
fifty dollars ($750.00), which shall cover all related operating expenses,
including, without limitation, insurance, registration, gas, maintenance and
repairs. 

	7. 	
      Business Expenses



The Corporation shall reimburse the
Executive for all reasonable traveling, entertainment and other business
expenses actually and properly incurred by him in connection with the
performance of his duties hereunder, upon presentation of acceptable documentary
evidence that such expenses have been incurred. 

	8. 	
      Directors’ and Officers’ Liability
      Insurance



The Corporation hereby agrees to
indemnify the Executive in accordance with the provisions of its by-laws; as
such provisions may be expanded from time to time. 

	9. 	
      Benefits




	 	9.1 	
      Benefit Plans



The Executive shall be entitled to
participate in such group life, medical and disability insurance plans as may be
provided by the Corporation.

	 	9.2 	
      Communications
Equipment



The Corporation shall provide the
Executive and pay for a mobile telephone that the Executive may use in
connection with his duties hereunder and shall pay for the monthly fees and
reasonable use of same. 

	10. 	
      Bonus




	 	10.1 	
      Annual Bonus



The Executive shall be entitled to
receive an annual bonus in respect of each fiscal year that falls, in whole or
in part, during the term of the Executive’s employment hereunder, which will be
paid based upon the achievement of specific performance targets established by
the Executive and the Board before or within the first
quarter of each fiscal year. The Executive’s target bonus for meeting such
performance targets shall be up to thirty percent (30%) of Base Salary.

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	 	10.2 	
      Payment



Any bonus payable pursuant to this
Section 10.1 shall be payable not later than March 31st following the fiscal
year end. 

	 	10.3 	
      Other bonus targets and
  payouts



It is further agreed that the Executive
and the Board may, from time to time, establish other specific bonus targets and
payouts in addition to those specifically detailed above. 

	11. 	
      Stock Options




	 	11.1 	
      Eligibility &
  Entitlement



The Executive shall be eligible to
participate in the employee stock option plan of the Corporation. At the
commencement of his employment, subject to the approval of the Board of
Directors, he will be entitled to the grant of 100,000 stock options under the
Corporation’s stock option plan. 

	 	11.2 	
      Vesting



The vesting of the said stock options
will take place over two (2) years at the rate of 25% for every 6 months of
completed service. 

	12. 	
      Vacation



The Executive shall be entitled to four
(4) weeks’ paid vacation per calendar year, pro-rated as applicable in the year
of commencement and termination / resignation. Vacation periods are to be taken
at such time(s) convenient to the Executive and the Corporation. Vacation
entitlement may be carried over from one Employment Year to the next only if it
is then used within the first three months of that following Employment Year.


	13. 	
      Termination of
Employment




	 	13.1 	
      For purposes of this Section 13 and of Section 14 of this
      Agreement, the following words and expressions shall have the meaning
      ascribed to them below:




	 	(a) 	
      “Accruals” means: (i) any accrued but unpaid Base
      Salary and accrued but unpaid vacation pay through to the date of
      termination of employment of the Executive; (ii) benefits accrued and
      earned by the Executive through to the date of termination (if any) in
      accordance with the applicable plans and programs of the Corporation; and
      (iii) any business expenses incurred by the Executive in accordance with
      the provisions hereof, but not yet paid as of the date of termination,
      less all appropriate withholdings required by law; and

	 	 	 
	 	(b) 	
      “Cause” shall include (i) commission of an act of
      dishonesty, fraud, embezzlement, misappropriation, or intentional and
      deliberate injury or material breach of fiduciary duty, or material breach
      of the duty of loyalty related to or against the Corporation or its
      business, or any unlawful or criminal activity of a serious nature
      involving any felony, or conviction by a court of competent jurisdiction
      of, or pleading guilty or nolo contendere to, any felony or any crime
      involving moral turpitude, (ii) any material breach by the Executive not
      cured within 30 days of written notice thereof, of any covenant, term,
      provision of or obligation under any agreement with the Corporation,
      including this Agreement or any other employment,
      confidentiality/non-disclosure, assignment of inventions or
      non-competition agreement, or (iii) gross negligence or willful misconduct
      by the Executive related to the Executive’s performance or non-performance
      of Executive’s duties under this Agreement that has a material adverse
      effect on the Corporation or any Subsidiary; or (iv) Executive’s failure
      to perform his duties in a reasonably acceptable manner, as determined by
      the CEO during Executive’s first Employment Year and by the Board during
      Executive’s subsequent employment thereafter. 




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	 	13.2 	
      If the Executive shall die or shall voluntarily resign
      from his employment with the Corporation at any time other than as
      described in section 14 of this Agreement, this Agreement shall terminate
      and the Corporation shall have no further obligations hereunder except to
      pay to the Executive (or his estate, as the case may be) any
    Accruals.

	 	 	 
	 	13.3 	
      Notwithstanding anything contained herein, the
      Corporation may terminate the employment of the Executive under this
      Agreement by notice in writing to the Executive, given at any time, in any
      of the following events:




	 	(a) 	
      for Cause, in which case the Executive shall not be
      entitled to a notice period or to any compensation, damages or payment of
      any nature whatsoever, save for any Accruals; or

	 	 	 
	 	(b) 	
      for any reason whatsoever (other than the reasons set out
      in sub-paragraph a) of this Section 13.3 above, the consequences of which
      are set forth therein) in which case, in addition to the payment of any
      Accruals, the Executive shall be entitled to the following payments and
      benefits in respect of an eighteen (18) month period (the “Severance
      Period”), less all appropriate withholdings required by law, such payments
      and benefits being hereinafter referred to as the “Termination
      Benefits”:




	 	(i) 	
      payment of a lump-sum indemnity equivalent to the
      aggregate amount of Base Salary that would have been payable during the
      Severance Period;

	 	 	 
	 	(ii) 	
      continued participation in all employee benefits plans
      and programs in which the Executive was participating on the date of
      termination of employment, if and as permitted thereunder, until the
      earlier of: (i) the expiration of the Severance Period; and (ii) the date
      on which the Executive receives equivalent coverage and benefits under
      other plans and programs of a subsequent employer;

	 	 	 
	 	(iii) 	
      payment of a bonus covering the period from the beginning
      of the then current fiscal year through to the date of termination
      employment calculated as a pro rata share of the previous year’s
    bonus;

	 	 	 
	 	(iv) 	
      any stock options that are unvested at the date of
      termination of employment shall immediately
vest.




	Employment Agreement 	IntelGenx Corp. 	Confidential 






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All payments to the Executive contemplated by the Termination
Benefits shall be made by the Corporation within ten (10) days of the date of
termination of the Executive’s employment. Furthermore, it is specifically
understood and agreed that the Executive shall have no obligation to mitigate
damages or seek other employment or compensation in the event he is entitled to
receive Termination Benefits under any provision of this Agreement, and except
as otherwise expressly provided, payments made as part of such Termination
Benefits shall not be offset by compensation or remuneration received from other
sources. 

	14. 	
      Termination by the Executive following a Change in
      Control



For purposes of this Section 14 and
only for such purposes, Change in Control” shall mean: 

any change of control, in fact or in
law, including any sale, transfer or any other disposition or transaction or
series thereof, directly or indirectly, pursuant to or as a result of which any
person or group of persons acting together or in concert shall acquire, hold or
exercise, whether directly or indirectly, rights over securities to which are
attached more than fifty percent (50%) of the votes that may be cast to elect
directors of the Corporation, or which entitle the holder(s) thereof to more
than fifty percent (50%) of the economic value of the Corporation but shall not
include a change of control resulting from the issuance by the Corporation of
securities from treasury pursuant to a financing. 

The Executive may terminate his
employment hereunder at any time within a period of twelve (12) months following
a Change in Control; in such event, the Corporation shall be required to pay the
Executive any Accruals, and provide him with the Termination Benefits. 

	15. 	
      Sufficiency of
Payment



The Executive acknowledges that the
amounts and benefits contemplated in Sections 13 and 14 hereof are fair and
reasonable and that such amounts cover any and all amounts which may be owing or
payable by the Corporation in respect of his employment and the termination
thereof, whether as prior notice, compensatory payment in lieu of prior notice,
indemnity in lieu of notice of termination, severance pay, vacation, bonus,
incentive, allowance, expenses, benefits or contractual or extra-contractual
damages pursuant to any provision of law, contract, policy, plan, regulation,
decree or practice whatsoever. Except as expressly contemplated in Sections 13
and 14 and except for any rights which he may have with respect to the
indemnification to be provided by the Corporation pursuant to Section 8, whether
under its by-laws or otherwise, the Executive specifically acknowledges and
agrees that neither he nor his estate shall be entitled to receive any other or
additional amounts from the Corporation upon ceasing to be an employee. 

	16. 	
      Confidentiality



The Executive acknowledges that, in the
course of his employment with the Corporation, he will have access to and be
entrusted with confidential and proprietary information and trade secrets of or
relating to the Corporation, which information is not part of the public domain,
and which the Corporation has a legitimate interest in protecting. Such
information and trade secrets include, but are not be limited to the following:


	 	(a) 	
      the identity of the Corporation’s clients; the
      Corporation’s client lists; the products and/or services offered or
      provided to the Corporation’s clients, the prices charged for such
      products or services; the volume of sales made to such clients, the
      particular needs of such clients; and the methods or arrangements implemented by
the Corporation or any Member thereof to service or do business with such
clients; 




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	 	(b) 	
      the identity of the Corporation’s suppliers; lists of
      suppliers; the products and/or services purchased from such suppliers, the
      prices paid to such suppliers, and the financial or other particular
      arrangements made between such suppliers and the Corporation or any Member
      thereof;

	 	 	 
	 	(c) 	
      the identity of the Corporation’s employees, the list(s)
      of employees of any Member of the Corporation, the salary, remuneration,
      other employment benefits and/or training provided to such
    employees;

	 	 	 
	 	(d) 	
      any information concerning the actual or planned
      creation, production, development, marketing, sale, distribution and/or
      licensing of any products or services by the Corporation or any Member
      thereof;

	 	 	 
	 	(e) 	
      any technique, process, method of doing business, or
      sales, marketing, product development or business plans or strategies,
      surveys, designs, inventions or other intellectual property of the
      Corporation or any Member thereof, including all antecedent derivative
      works; and

	 	 	 
	 	(f) 	
      any information concerning the financial affairs of the
      Corporation or any Member thereof and any negotiations, licensing or other
      business agreements between any Member of the Corporation and third
      parties



(hereinafter referred to collectively
as “Confidential Information”). The Executive acknowledges and agrees
that the foregoing are only examples of the types of trade secrets, confidential
and proprietary information that will be made known to him by reason of his
employment with the Corporation, and are not to be construed as an exhaustive
list of such information. It is also understood that the term “Confidential
Information” does not include information which is or becomes generally known to
the public without any breach by the Executive of his obligations hereunder or
any fault on the part of the Executive. 

The Executive covenants and agrees
that, during his employment with the Corporation, and at all times subsequent to
the termination of his said employment, for whatever reason, whether voluntary
or involuntary, he shall not, directly or indirectly, in any manner or for any
purpose whatsoever, except for the business purposes of the Corporation and as
may be reasonably required in the normal and loyal performance of his employment
duties hereunder or unless and to the extent he is specifically required to do
so by Court order, use, copy or reproduce or allow to be used, copied or
reproduced any Confidential Information or disclose, transmit, transfer or
communicate or allow to be disclosed, transmitted, transferred or communicated
any Confidential Information to any person, firm, business, corporation,
partnership, joint venture, syndicate, association, governmental organization or
authority, or any other type of entity or group, endowed or not with juridical
personality. 

The Executive acknowledges and agrees
that the Confidential Information, and all materials, documents, files and
records relating thereto, are and shall remain the exclusive property of the
Corporation. 

	Employment Agreement 	IntelGenx Corp. 	Confidential 






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The Executive covenants and agrees
that, upon the request of the Corporation and, in any event, upon the
termination of his employment with the Corporation, for whatever reason, whether
voluntary or involuntary, he will return to the Corporation immediately, without
making or keeping any copies or reproductions thereof, in whatever form, all
Confidential Information, however captured, stored or recorded, as well as all
materials, documents, files, records, diskettes, notebooks, and other property
of the Corporation which are in his possession, or under his custody or control.


	17. 	
      Intellectual
Property




	 	17.1 	
      Any and all inventions and improvements thereon,
      processes, information and/or data which the Executive may make, conceive
      and/or compile during his employment, whether alone or in concert with
      others, relating or in any way pertaining to, or connected with any of the
      matters which have been, are or may become, during his employment, the
      subject of the business, investigations and/or research and development
      program of the Corporation or in which the Corporation has been, is or may
      become interested during his employment (collectively, the
      “Inventions”), shall be the sole and exclusive property of the
      Corporation. It is understood and agreed, however, that the term
      Inventions shall not include any inventions, or improvements thereon,
      processes, information and/or data which the Executive makes, conceives or
      compiles in the context of his involvement with any advisory board or as a
      director of any other corporation, as permitted pursuant to section 4
      hereof. The Executive hereby assigns to the Corporation, without any
      limitation whatsoever, any and all right, title and interest in and to the
      Inventions.



Further, the Executive hereby waives,
without any limitation whatsoever, to the benefit of the Corporation, its
successors, assigns and licensees any moral rights which he may have with
respect to the Inventions for the term of such right. 

	 	17.2 	
      The Executive will, whenever requested to do so by the
      Corporation, either during or after the termination of his employment, for
      any reason whatsoever, execute any and all applications, assignments and
      other instruments which the Corporation shall deem necessary in order to
      apply for and obtain letters patent of Canada and/or foreign countries for
      such Inventions and in order to assign and convey to the Corporation the
      sole and exclusive right, title and interest in and to such Inventions,
      applications and patents.

	 	 	 
	 	17.3 	
      To the end that Sections 17.1 and 17.2 hereof may be
      effectively carried out, the Executive shall promptly inform and disclose
      to the Corporation all inventions, improvements, processes, applications,
      data and/or other information made, conceived and/or compiled by him
      during the Term.




	18. 	
      Non-Competition and Non-Solicitation
      Covenants



The Executive expressly covenants and
agrees that, during his employment and for a period of twelve (12) months from
the date on which his employment by the Corporation terminates, for whatever
reason, whether voluntary or involuntary, he will not, directly or indirectly:


	 	(a) 	
      anywhere in North America, engage in, whether as a sole
      proprietor, partner, shareholder or in any other proprietary capacity
      whatsoever, or provide support and/or assistance in any other form
      whatsoever, to any person, firm or corporation engaged in developing,
      manufacturing, licensing, marketing or distributing any product that
      competes with a product developed, manufactured, licensed, marketed or
distributed by the Corporation during the Term or at the date of such
termination of employment, as the case may be; 




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	 	(b) 	
      anywhere in North America, be employed by, act as an
      Executive or adviser to, or be the agent or representative of any person,
      firm or corporation engaged in developing, manufacturing, licensing,
      marketing or distributing any product that competes with a product
      developed, manufactured, licensed, marketed or distributed by the
      Corporation during the Term or at the date of such termination of
      employment, as the case may be;

	 	 	 
	 	(c) 	
      solicit or attempt to solicit any customer or entice any
      such customer of the Corporation to cease dealing with the Corporation, in
      all such cases with a view to giving, selling or providing to such
      customer any products or services similar to the products or services sold
      or provided by the Corporation at the time of the cessation of his
      employment;

	 	 	 
	 	(d) 	
      solicit, induce, or otherwise persuade any executive or
      Executive of the Corporation to terminate his employment or to cease
      providing services to the Corporation.



The restrictions contained in Section
18(b) will not prevent the Executive from accepting employment with any larger
pharmaceutical or medical products organization with separate and distinct
divisions that do not compete, directly or indirectly, with the Corporation, as
long as prior to accepting such employment the Corporation receives separate
written assurances from the prospective employer and from the Executive,
satisfactory to the Corporation, to the effect that the Executive will not
render any services, directly or indirectly, to any division or business unit
that competes, directly or indirectly, with the Corporation. During the
restrictive period set forth in Section 18(b), the Executive will inform any new
employer, prior to accepting employment, of the existence of this Agreement and
provide such employer with a copy of this Agreement. Further, the restrictions
in Section 18(b) will not prohibit the Executive from owning up to 5% of the
capital stock of a publicly traded pharmaceutical or medical device company even
if such public company has a product line which may compete with a Corporation
Product. In the event that in any legal proceedings before a competent tribunal
in any jurisdiction, it is determined that either of Sub-sections a), b), c) or
d) of Section 18 above, or any part of the said Sub-sections, is invalid with
respect to any particular transaction, that Sub-section or part thereof shall be
deemed to be severed from this Agreement for the purposes only of the particular
legal proceedings in question, and the said Sub-section shall, in every other
respect, continue in full force and effect. 

	19. 	
      Violation




	 	19.1 	
      The Executive hereby agrees that the restrictions in the
      foregoing sections and paragraphs are reasonable and necessary in order to
      permit the Corporation to adequately protect its legitimate interests and
      competitive position in the marketplace.

	 	 	 
	 	19.2 	
      The Executive acknowledges that, in the event of any
      breach by him of any of his obligations under sections 16, 17 and 18, such
      breach shall cause the Corporation serious and irreparable harm and that
      injunctive relief will be necessary in such event, without prejudice to
      any other recourses or remedies available to the
  Corporation.




	20. 	
      General




	 	20.1 	
      The Executive acknowledges that this Agreement is a
      contract by mutual agreement which has been negotiated and discussed
      between the parties and entered into as a result
thereof.




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	 	20.2 	
      This Agreement constitutes the entire agreement between
      the parties hereto with respect to the subject matter hereof, contains all
      of the agreements between the parties hereto and supersedes all prior
      written or oral agreements hereto with respect to the subject hereof and
      any and all such prior written or oral agreements are hereby
      terminated.

	 	 	 
	 	20.3 	
      No amendment to this Agreement shall be valid or binding
      unless set forth in writing and duly executed by both of the parties
      hereto. No waiver of any breach of any provision of this Agreement shall
      be effective or binding unless made in writing and signed by the party
      purporting to give the same and, unless otherwise provided in the written
      waiver, shall be limited to the specific breach waived.

	 	 	 
	 	20.4 	
      Each and every term, condition and provision of this
      Agreement is and shall be severable one from the other, and in the event
      that any term, condition or provision hereof is at any time declared by a
      court of competent jurisdiction to be void, invalid or unenforceable, same
      shall not extend to invalidate, make void or make unenforceable any
      condition or provision of this Agreement, and such term, condition or
      provision so declared to be void, invalid or unenforceable shall be
      severed from the rest of this Agreement.

	 	 	 
	 	20.5 	
      This Agreement shall be binding upon and shall enure to
      the benefit of the parties hereto, their respective successors, legal
      representatives and permitted assigns.

	 	 	 
	 	20.6 	
      The provisions of Sections 17, 18, 19 and 20 shall
      survive the termination of this Agreement.

	 	 	 
	 	20.7 	
      The paragraph and section headings herein are for
      convenience of reference only and shall not affect in any way the meaning
      or interpretation of this Agreement.

	 	 	 
	 	20.8 	
      This Agreement shall be governed by and construed in
      accordance with the laws of the Province of Quebec. The courts of the
      Province of Quebec shall have exclusive jurisdiction with respect to any
      disagreement or dispute between the parties regarding this
    Agreement.

	 	 	 
	 	20.9 	
      The parties agree that any and all disputes arising from,
      or related to, this Agreement shall be exclusively conducted in the
      English language.

	 	 	 
	 	20.10 	
      Time is of the essence of this Agreement.

	 	 	 
	 	20.11 	
      The parties acknowledge that they have required that the
      present Agreement, as well as all documents, notices and legal proceedings
      entered into, given or instituted pursuant or relating directly or
      indirectly hereto be drawn up in English. Les parties reconnaissent avoir
      exigé la rédaction en anglais de la présente convention ainsi que de tous
      documents exécutés, avis donnés et toutes poursuites judiciaires
      intentées, directement ou indirectement, relativement ou à la suite de la
      présente convention.




	Employment Agreement 	IntelGenx Corp. 	Confidential 






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AND THE PARTIES HAVE SIGNED 

	           	 	INTELGENX CORP. 
	  	 	 
	 	 Per:	/s/ Horst G. Zerbe 
	           	 	Horst G. Zerbe 
	  	 	President & CEO 
	  	 	 
	 	 	 
		 	/s/ John E.M. Durham 
	     	 	John E.M. Durham 



	Employment Agreement 	IntelGenx Corp. 	Confidential