IntelGenx Technologies Corp.: Exhibit 4.5 - Filed by newsfilecorp.com






INTELGENX TECHNOLOGIES CORP. 
2016 STOCK OPTION
PLAN 

SECTION 1. PURPOSE 

The purpose of this 2016 Stock Option Plan (the “Plan”) of
IntelGenx Technologies Corp., a Delaware corporation (the “Company”), is to
provide additional incentives to key individuals who are primarily responsible
for the management, success and growth of the Company by offering selected
directors, officers, employees and consultants of the Company an opportunity to
purchase Shares of Company Stock. The Plan provides for the grant of Options to
purchase Shares. This 2016 Stock Option Plan is the amended and restated 2006
Stock Option Plan of the Company 

Certain capitalized terms used in this Plan are defined in
Section 2. 

SECTION 2. DEFINITIONS 

a.     “Affiliate”
means a Parent or Subsidiary of the Company. 

b.     “Board”
means the Board of Directors of the Company. 

c.     “Change In
Control” means: 

	 	i. 	
      the sale, transfer or other disposition of all or
      substantially all the assets of the Company; or

	 	 	 
	 	ii. 	
      the merger or consolidation of the Company with or into
      another entity or any other corporate reorganization, if more than 50% of
      the combined voting power of the continuing or surviving entity’s
      securities outstanding immediately after the merger, consolidation or
      other reorganization is owned by persons who were not shareholders of the
      Company immediately prior to the merger, consolidation or other
      reorganization.



A transaction will not constitute a Change in Control if its
sole purpose is to change the state of the Company’s incorporation or to create
a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before the
transaction. 

d.     “Committee”
means a committee of the Board, as described in Section 3(a). 

e.    
“Consultant” means, in relation to the Company, an individual or
Consultant Company, other than an Employee or a Director of the Company, that:


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	 	i. 	
      is engaged to provide on an ongoing bona fide basis,
      consulting, technical, management or other services to the Company or to
      an Affiliate of the Company, other than services provided in relation to a
      distribution of securities;

	 	 	 
	 	ii. 	
      provides the services under a written contract between
      the Company or the Affiliate and the individual or the Consultant
      Company;

	 	 	 
	 	iii. 	
      in the reasonable opinion of the Company, spends or will
      spend a significant amount of time and attention on the affairs and
      business of the Company or an Affiliate of the Company; and

	 	 	 
	 	iv. 	
      has a relationship with the Company or an Affiliate of
      the Company that enables the individual to be knowledgeable about the
      business and affairs of the Company.



f.     “Consultant
Company” means for an individual consultant, a company or partnership of which
the individual is an employee, shareholder or partner.” 

g.     “Director”
means a member of the Board. 

h.     “Employee”
means any individual who is a common-law employee of the Company or an
Affiliate, or an Employee as such term is defined in the rules and policies of
the TSX-V; 

i.     “Exercise
Price” means the amount for which one Share may be purchased when an Option is
exercised, as authorized by the Board and set forth in the applicable Stock
Option Agreement. 

j.     “Fair
Market Value,” as of a particular date, will be determined with reference to the
closing price of a Share on the TSX-V of the last trading day prior to the date
of determination. 

k.     “Insider”
if used in relation to the Company, means: 

	 	i. 	
      a director or senior officer of the Company;

	 	 	 
	 	ii. 	
      a director or senior officer of a company that is an
      Insider or subsidiary of the Company;

	 	 	 
	 	iii. 	
      a person that beneficially owns or controls, directly or
      indirectly, Shares carrying more than 10% of the voting rights attached to
      all outstanding Shares of the Company, or



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	 	iv. 	
      the Company itself if it holds any of its own
      securities.



l.     “Investor
Relations Activities” means any activities or oral or written
communications, by or on behalf of the Company or shareholder of the Company,
that promote or reasonably could be expected to promote the purchase or sale of
securities of the Company, but does not include: 

	 	i. 	
      the dissemination of information provided, or records
      prepared, in the ordinary course of business of the Company

	 	 	 	 
	 		(a) 	
      to promote the sale of products or services of the
      Company, or

	 	 	 	 
	 		(b) 	
      to raise public awareness of the Company,

	 	 	 	 
	 		
      that cannot reasonably be considered to promote the
      purchase or sale of securities of the Company;

	 	 	 	 
	 	ii. 	
      activities or communications necessary to comply with the
      requirements of:

	 	 	 	 
	 		(a) 	
      applicable securities laws,

	 	 	 	 
	 		(b) 	
      the by-laws, rules or other regulatory instruments of any
      other self regulatory body or exchange having jurisdiction over the
      Company; or

	 	 	 	 
	 	iii. 	
      communications by a publisher of, or writer for, a
      newspaper, magazine or business or financial publication, that is of
      general and regular paid circulation, distributed only to subscribers to
      it for value or to purchasers of it, if:

	 	 	 	 
	 		(a) 	
      the communication is only through the newspaper, magazine
      or publication, and

	 	 	 	 
	 		(b) 	
      the publisher or writer receives no commission or other
      consideration other than for acting in the capacity of publisher or
      writer; or

	 	 	 	 
	 	iv. 	
      activities or communications that may be otherwise
      specified by the TSX-V.



m.     “Market
Price” shall bear the definition ascribed thereto in the policies of the TSX-V;


n.     “Option”
means an Option granted under the Plan that entitles the holder to purchase
Shares. 

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o.     “Optionee”
means a person who holds an Option. 

p.     “Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the
Company owns shares possessing 50% or more of the total combined voting power of
all classes of shares in one of the other corporations in the chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan will be considered a Parent commencing as of that date. 

q.     “Service”
means service as an Employee, Consultant or Director. 

r.     “Share”
means one share of Stock issuable when an Option is exercised, as adjusted in
accordance with Section 8 (if applicable). 

s.     “Stock”
means the Common Stock of the Company. 

t.     “Stock
Option Agreement” means the agreement or other instrument between the Company
and an Optionee that evidences and sets forth the terms, conditions and
restrictions pertaining to Optionee’s Option. 

u.   
 “Subsidiary” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, if each of the corporations
other than the last corporation in the unbroken chain owns shares possessing 50%
or more of the total combined voting power of all classes of shares in one of
the other corporations in the chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan will be considered a
Subsidiary commencing as of that date. 

v.     “TSX-V”
means the TSX Venture Exchange. 

SECTION 3. ADMINISTRATION 

a.     Committees of the Board. The
Plan may be administered by one or more Committees. A Committee will consist of
one or more members of the Board, and will have the authority and be responsible
for those functions assigned to it by the Board. The Board will appoint and
remove members of a Committee in its discretion and in accordance with
applicable laws. If no Committee is appointed, the entire Board will administer
the Plan. Any reference to the Board in the Plan will be construed as a
reference to the Committee, if any, to which the Board assigns a particular
function in connection with the Plan. 

b.     Powers of the Board. Subject
to the provisions of the Plan, the Board has the power to: 

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i.     Grant
Options; 

ii.     Determine,
in accordance with Section 2(j), the Fair Market Value of the Stock subject to
Options; 

iii.     Determine
the Exercise Price of Options granted; 

iv.     Determine
the persons to whom, and the time or times at which, Options will be granted,
and the number of Shares subject to each Option; 

v.     Determine
the terms and provisions of each Option granted, including but not limited to,
the time or times at which Options will be exercisable; 

vi.     Prescribe,
amend, or rescind any rules and regulations necessary or appropriate for the
administration of the Plan; 

vii.     Authorize
any person to execute on behalf of the Company any instrument evidencing the
grant of an Option; 

viii.     Correct
any defect, supply any deficiency, and reconcile any inconsistency in the Plan
or in any related Option or agreement; and 

ix.     Make other
determinations and take such other action in connection with the administration
of the Plan as it deems necessary or advisable. 

c.     Delegation of Duties. The
Board may delegate non-discretionary administrative duties to such employees of
the Company as it deems proper and may direct appropriate officers of the
Company to implement its rules, regulations and determinations and to execute
and deliver on behalf of the Company such documents, forms, agreements and other
instruments as are deemed by the Board to be necessary for the administration
and implementation of the Plan. 

d.     Interpretation of Plan. The
Board has the power to interpret and construe the Plan and all related Options
and agreements. All decisions, interpretations and determinations of the Board
with respect to the Plan will be final and binding on all Optionees and all
persons deriving their rights from Optionees. 

e.     Indemnification. Each member
of the Board is indemnified and held harmless by the Company against any cost or
expense (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the
Plan to the extent permitted by applicable law. This indemnification is in
addition to any rights of indemnification a member may have as a Director or
otherwise under the by-laws of the Company or an Affiliate, any agreement, any
vote of shareholders or disinterested directors, or otherwise. 

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f.     Disinterested Shareholder
Approval. The Board shall obtain disinterested shareholder approval in the
event of any reduction in the exercise price of any Option granted under the
Plan to an Optionee who is an Insider of the Company. 

SECTION 4. ELIGIBILITY 

a.     General Rule. Options may be
granted to Employees, Consultants and Directors. The company represents that for
Options granted to Employees, Consultants or Directors the Optionee is a bona
fide Employee, Consultant or Director, as the case may be. 

SECTION 5. STOCK SUBJECT TO PLAN 

a.     Basic Limitation. The aggregate
number of Shares that may be issued under the Plan on exercise of Options must
not exceed 6,361,525 Shares, par value $.00001 per Share, subject to
adjustment pursuant to Section 8. Shares offered under the Plan may be
authorized but unissued Shares or treasury Shares. The number of Shares that are
subject to Options outstanding at any time under the Plan must not exceed the
number of Shares that then remain available for issuance under the Plan. The
Company, during the term of the Plan, at all times will reserve and keep
available sufficient Shares to satisfy the requirements of the Plan. 

b.     Additional Shares. In the
event that any outstanding Option for any reason expires or is canceled or
otherwise terminates, the Shares allocable to the unexercised portion of that
Option again will be available for purposes of the Plan. If Shares issued under
the Plan are reacquired by the Company, those Shares again will be available for
purposes of the Plan. 

SECTION 6. TERMS AND CONDITIONS OF OPTIONS


a.     Stock Option Agreement. Each
grant of an Option under the Plan will be evidenced by a Stock Option Agreement
between the Optionee and the Company. The Option will be subject to terms and
conditions that are consistent with the Plan and that the Board deems
appropriate for inclusion in a Stock Option Agreement. The provisions of Stock
Option Agreements entered into under the Plan need not be identical. 

b.     Number of Shares. Each Stock
Option Agreement will specify the number of Shares that are subject to the
Option and will provide for the adjustment of that number in accordance with
Section 8. 

c.     Exercise Price. Each Stock
Option Agreement will specify the Exercise Price. The Exercise Price under any
Option will be determined by the Board in its sole discretion, except that the
Exercise Price may not be less than 100% of the Fair Market Value of a Share on
the date of grant. 

d.     Withholding Taxes. As a
condition to the exercise of an Option, the Optionee will make such arrangements
as the Board may require for the satisfaction of any federal, state, local or
foreign withholding tax obligations that may arise in connection with the
exercise. The Optionee also will make such arrangements as the Board may require
for the satisfaction of any withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option. 

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e.     Vesting and
Exercisability. Each Stock Option Agreement will specify when all or
any installment of the Option shall vest and become exercisable in accordance
with the terms of the Option as determined by the Board, provided that Options
issued to Consultants engaged to provide Investor Relations Activities shall
vest in stages over a period of not less than 12 months with no more than 1/4 of
the options vesting in any three month period. 

f.     Accelerated Exercisability.
Unless the applicable Stock Option Agreement provides otherwise, if the Company
is subject to a Change in Control before the Optionee’s Service terminates, all
of an Optionee’s Options will become exercisable in full, subject to such terms
and conditions as the Board, in its sole discretion, deems appropriate. 

g.     Basic Term. The Stock Option
Agreement will specify the term of the Option. The Board in its sole discretion
may determine when an Option is to expire, except that the term may not exceed
10 years from the date of grant, or such other period of time as may be
permissible pursuant to the rules of the TSX-V or other applicable stock
exchange. 

h.     Nontransferability. Options
are non-assignable and non-transferable, except pursuant to a legal Conveyance
resulting from the death of an Optionee to that optionee’s heirs or
administrators. 

i.     Termination of Service (Except by
Death). Unless otherwise provided in an Optionee’s Stock Option Agreement,
if an Optionee’s Service terminates for any reason other than the Optionee’s
death, then the Optionee’s Options will expire on the earliest of the following:


i.     The
expiration date determined pursuant to subsection (g) above; 

ii.     A date
determined by the Board and set forth in the Stock Option Agreement provided
that such date shall be within one year after the Optionee’s Service terminates;


The Optionee may exercise all or part of his or her Options at
any time before the expiration of the Options under this subsection 6(i), but
only to the extent that the Options had become exercisable before the date the
Optionee’s Service terminated (or became exercisable as a result of the
termination). The balance of the Options will lapse when the Optionee’s Service
terminates. If the Optionee dies after the termination of his or her Service but
before the expiration of the Optionee’s Options, all or part of the exercisable
Options may be exercised at any time within 12 months after the death of the
Optionee, provided that no Options may be exercised after the expiration date
determined under subsection (g) above. The Option may be exercised by the
Optionee, by the executors or administrators of the Optionee’s estate or by any
person who has acquired the Options directly from the Optionee by beneficiary
designation, bequest or inheritance. For purposes of this subsection (i), date
of termination means the date the Optionee is given notice of termination by the
Company. If exercise of the Option under subsection (ii) above would result in
liability for the Optionee under Section 16(b) of the Securities Exchange Act of
1934, then the three-month period automatically will be extended until the tenth
day following the last date upon which the Optionee has any liability under
Section 16(b), provided that no Options may be exercised after the expiration
date provided under subsection (g). 

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j.     Leaves of Absence. For
purposes of subsection (i) above, Service will be deemed to continue while the
Optionee is on sick leave, military leave or other bona fide leave of absence
approved by the Company in writing, if the period of the leave does not exceed
90 days or, if longer, if the Optionee’s right to reemployment by the Company or
any Affiliate is guaranteed either contractually or by statute, or if continued
crediting of Service for this purpose is expressly required by the terms of the
leave or by applicable law (as determined by the Company). 

k.     Death of Optionee. If an
Optionee dies while in Service, then his or her Options expire on the earlier of
the following dates: 

	 	i. 	
      The expiration date determined pursuant to subsection (g)
      above; or

	 	 	 
	 	ii. 	
      The date that is 12 months after the Optionee’s
    death.



At any time before the expiration of the Options under the
preceding sentence, all or part of the Optionee’s Options may be exercised by
the executors or administrators of the Optionee’s estate or by any person who
has acquired the Options directly from the Optionee by beneficiary designation,
bequest or inheritance, or by other transfer, if permitted, but in any event
only to the extent that the Options had become exercisable before the Optionee’s
death or became exercisable as a result of death. The balance of the Options
will lapse when the Optionee dies. 

l.     No Rights as a Shareholder.
An Optionee, or a transferee of an Optionee, has no rights as a shareholder with
respect to any Shares covered by an Option prior to the date of issuance to the
Optionee or transferee of a certificate or certificates for the Shares. 

m.     Modification, Extension and
Assumption of Options. Within the limitations of the Plan, the Board may
modify or extend outstanding Options. However, without the consent of the
Optionee, no modification may impair the Optionee’s rights or increase the
Optionee’s obligations under the Option, unless the modification is required to
comply with the rules and policies of the TSX-V (or any other stock exchange
upon which the Shares shall become listed and posted for trading). 

n.     Restrictions on Transfer of
Shares. Any Shares issued on exercise of an Option will be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board may determine. These restrictions will
be set forth in the applicable Stock Option Agreement and will apply in addition
to any restrictions that may apply to holders of Shares generally. The Company
will be under no obligation to sell or deliver Shares on exercise of Options
under the Plan unless the Optionee executes an agreement giving effect to the
restrictions in the form prescribed by the Company. 

o.     Additional Grants. If
otherwise eligible, an Optionee may be granted an additional Option or Options
under this Plan or any other share option or purchase plan of the Company. 

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q.     Annual Limits. Subject to the
policies of the TSX-V and obtaining disinterested shareholder approval, an
Optionee may receive grants of no more than 5% of the outstanding Shares of the
Company in any 12-month period, calculated on the date an option is granted to
the Optionee. 

r.     Annual Consultant Limits. No
more than 2% of the outstanding Shares of the Company may be granted to any one
Consultant in any 12-month period, calculated at the date an option is granted
to any such person. 

s.     Annual Investor Relation Limits.
No more than an aggregate of 2% of the outstanding Shares of the Company may
be granted to an Employee conducting Investor Relations Activities in any 12
month period, calculated at the date an option is granted to any such person.


SECTION 7. PAYMENT FOR SHARES 

a.     General Rule. The entire
Exercise Price of Shares issued under the Plan is payable in cash or certified
cheque when the Shares are purchased. 

SECTION 8. ADJUSTMENT OF SHARES 

a.     General. If the outstanding
shares of Stock of the Company are increased, decreased, changed into or
exchanged for a different number or kind of shares or securities of the Company
through a reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, the Board may
make such appropriate and proportionate adjustments as it deems necessary or
appropriate in one or more of (i) the number and class of Shares specified in
Section 5, (ii) the number of Shares covered by each outstanding Option and
(iii) the Exercise Price under each outstanding Option. The Company is not
required to issue fractional Shares as a result of any such adjustments. 

b.     Mergers and Consolidations.
In the event that the Company is a party to a merger, consolidation or other
reorganization, the Board may provide that outstanding Options will be subject
to the agreement of merger, consolidation or other reorganization, which
agreement, without the Optionees’ consent, may provide for the cancellation of
each outstanding Option after payment to the Optionee of an amount in cash or
cash equivalents equal to (i) the Fair Market Value of the Shares subject to the
Option at the time of the merger, consolidation or other reorganization minus
(ii) the Exercise Price of the Shares subject to the Option. 

c.     Reservation of Rights. Except
as provided in this Section, an Optionee has no rights by reason of (i) any
subdivision or consolidation of shares of any class, (ii) the payment of any
dividend or (iii) any other increase or decrease in the number of shares of any
class. Any issuance by the Company of shares of Stock of any class, or
securities convertible into shares of Stock of any class, will not affect the
number or Exercise Price of Shares subject to an Option. The grant of an Option
pursuant to the Plan will not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets. 

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SECTION 9. CONDITIONS UPON ISSUANCE OF SHARES


a.     Securities Law Requirements.
Shares may not be issued under the Plan unless the issuance and delivery of
these Shares comply with (or are exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated under it, state and federal securities laws
and regulations, and the regulations of any stock exchange or other securities
market on which the Company’s securities then may be traded. 

b.     Investment Representations.
As a condition to the exercise of an Option, the Board may require the person
exercising the Option to represent and warrant at the time of exercise that the
Shares are being purchased only for investment and without any present intention
to sell or distribute the Shares if, in the opinion of counsel for the Company,
such a representation is required. 

c.     Inability to Obtain
Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares under this
Plan, will relieve the Company of any liability in respect of the failure to
issue or sell those Shares as to which the requisite authority has not been
obtained. 

SECTION 10. NO RETENTION RIGHTS 

Nothing in the Plan or in any Option granted under the Plan
will confer on the Optionee any right to continue in Service for any period of
time or will interfere with or otherwise restrict in any way the rights of the
Company (or any Affiliate) or of the Optionee, which rights are expressly
reserved by each, to terminate his or her Service at any time and for any
reason. 

SECTION 11. DURATION AND AMENDMENTS 

a.     Term of the Plan. The Plan is
effective on May 10, 2016, the date of its adoption by the Board. and may be
terminated at any time pursuant to subsection (b) below. 

b.     Right to Amend or Terminate the
Plan. The Board may amend, suspend or terminate the Plan at any time and for
any reason, subject to the prior approval of the TSX-V. Shareholder approval
will not be required for any amendment of the Plan, except as required pursuant
to the policies of the TSX-V. 

c.     Effect of Amendment or
Termination. No Shares will be issued or sold under the Plan after its
termination, except on exercise of an Option granted prior to the termination.
No amendment, suspension, or termination of the Plan will, without the consent
of the holder, alter or impair any rights or obligations under any Option
previously granted under the Plan. 

SECTION 12. APPLICABLE LAW 

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The Plan and all Options granted under it will be construed and
interpreted in accordance with, and governed by, the laws of the State of
Delaware, other than its laws regarding choice of law. 

SECTION 13. EXECUTION 

To record the adoption of the Plan by the Board, the Company
has caused its authorized officer to execute it. 

	 	INTELGENX TECHNOLOGIES CORP. 
	 	 	  
	 	 	  
	 	By: 	/s/
    Horst G. Zerbe
	 	Title: 	President and Chairman of the Board
	 	Dated: 	May 11, 2016


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