AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                  INNOVEX, INC.

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                                    ARTICLE I

                                  Shareholders

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     Section 1. The shareholders of this corporation shall hold an annual

meeting in each calendar year at such time and place, within or without the

State of Minnesota, as may be designated by the Board of Directors, provided,

however, that the interval between two consecutive annual meetings shall not be

more than fourteen (14) months nor less than ten (10) months. A notice setting

out the time and place of the annual meeting shall be mailed by the secretary of

the corporation, or his delegate, postage prepaid, to each shareholder of record

at his address as it appears on the records of the corporation, or, if no such

address appears, at his last known place of residence, at least ten (10) days

prior to said annual meeting, but any shareholder may waive such annual notice

by a signed waiver in writing.

 

     Section 2. At the annual meeting the shareholders shall elect directors of

the corporation and shall transact such other business as may come before them.

 

     Section 3. A special meeting of the shareholders may be called at any time

by the president, and shall be called by the president or the secretary upon the

request in writing, or by vote of, one third of the directors or upon the

request in writing of shareholders of record owning one-fourth of the

outstanding shares of common stock. Such meeting shall be called by mailing a

notice thereof as above provided in the case of the annual meeting of

shareholders, which notice shall state the purpose or purposes of the meeting.

 

     Section 4. At any shareholders' meeting, each shareholder shall be entitled

to one (1) vote for each share of common stock standing in his name on the books

of the corporation as of the date of the meeting. Any shareholder may vote

either in person or by proxy. The presence in person or by proxy of the holders

of a majority of the shares of common stock entitled to vote at any

shareholders' meeting shall constitute a quorum for the transaction of business.

If no quorum be present at any meeting, the shareholders present in person or by

proxy may adjourn the meeting to such future time as they shall agree upon

without further notice other than by announcement at the meeting at which such

adjournment is taken.

 

 

                                   ARTICLE II

                                    Directors

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     Section 1. The Board of Directors shall have the general management and

control of all business and affairs of the corporation and shall exercise all

the powers that may be exercised or performed by the corporation under the

statutes, its Articles of Incorporation and its Bylaws.

 

     Section 2. The Board of Directors consists of not less than 3 nor more than

9 directors, as may be designated by resolution of the Board of Directors from

time to time.

 

     Section 3. The term of office of each director shall extend from the annual

meeting of shareholders at which he was elected until the next annual meeting.

 

     Section 4. If a vacancy or vacancies in the Board of Directors occur for

any reason, such vacancy or vacancies may be filled, until the next annual

meeting of shareholders, by a vote of a majority of the remaining directors.

 

     Section 5. The Board of Directors may meet regularly at such time and place

as it shall fix by resolution, and no notice of regular meetings shall be

required. Special meetings of the Board of Directors may be called by the

Chairman of the Board, the president or by any two (2) directors by giving at

least twenty-four (24) hours' notice to each of the other directors by mail,

telephone, telegraph, or in person.

 

     Section 6. A majority of the directors shall constitute a quorum for the

transaction of business. Any act which might have been taken at a meeting of the

Board of Directors may be taken without a meeting if authorized in a writing

signed by all of the directors, any such action shall be as valid and effective

in all respects as if taken by the Board at a regular meeting.

 

     Section 7. The Board of Directors shall fix and change, as it may from time

to time determine, the compensation to be paid the president, and may fix and

change, as it may from time to time determine, the compensation to be paid the

other officers of the corporation.

 

     Section 8. The Board of Directors may designate two (2) or more of their

number to constitute an Executive Committee which, to the extent determined by

the Board, shall have and exercise the authority of the Board in the management

of the business of the corporation. Such Executive Committee shall act only in

the interval between meetings of the Board and shall be subject at all times to

the control and direction of the Board.

 

                                   ARTICLE III

                                    Officers

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     Section 1. The officers of this corporation shall be a president, a

treasurer, a secretary and such vice presidents and other officers as may from

time to time be elected by the Board of Directors. If a Chairman of the Board of

Directors is elected, he shall have the status of an officer of the corporation.

All officers shall be elected by the Board of Directors and shall serve at the

pleasure of the Board of Directors. Any two (2) of the offices except those of

the president and vice president may be held by the same person.

 

     Section 2. The president may fix and change, as he may from time to time

determine, the compensation to be paid the officers, other than the president,

and the employees of the corporation, subject to the power of the directors to

fix and change the compensation of the officers.

 

     Section 3. The vice president, or first vice president if there is more

than one, shall perform the duties and assume the responsibilities of the

president in the absence or inability to act of the president. In case of the

death, resignation or permanent disability of the president, the vice president

shall act as president until the Board of Directors designates such new

president.

 

     Section 4. The secretary shall keep a record of the minutes of the

proceedings of meetings of directors and of shareholders, have custody of the

corporate seal and shall give notice of such meetings as required in these

Bylaws or by the Board of Directors.

 

     Section 5. The treasurer shall keep accounts of all monies and other assets

of the corporation received or disbursed, shall deposit all monies and valuables

in the name of and to the credit of the corporation in such banks or

depositories or with such custodians as may be authorized to receive the same by

these Bylaws and by the Board of Directors, and shall render such accounts

thereof as may be required by the Board of Directors, the president or the

shareholders.

 

     Section 6. The Chairman of the Board of Directors, or the president if

there be no Chairman, shall preside at all meetings of the Board of Directors

and of the shareholders, shall make such reports to the Board and the

shareholders as may from time to time be required of him and shall have such

other powers and perform such other duties as are incident to his office or as

may be from time to time assigned to him by the Board of Directors.

 

                                   ARTICLE IV

                                     Office

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     The registered office of the corporation is as stated in the Articles of

Incorporation, the most recent amendment to the Articles of Incorporation or the

most recent filing with the State of Minnesota. The corporation may also have an

office or offices in such other places and in such other states as the Board of

Directors may from time to time authorize and establish.

 

                                    ARTICLE V

                            Seal; Stock Certificates

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     Section 1. The corporate seal of the corporation shall consist of the name

of the corporation and the name of the state of incorporation and shall be in

such form and bear such other inscription as the Board of Directors may

determine.

 

     Section 2. Stock certificates issued by the corporation shall be signed by

any two (2) officers. When a certificate is signed by a transfer agent or

registrar, the signature of any such officer and the corporate seal may be

facsimiled, engraved or printed.

 

                                   ARTICLE VI

                           Closing of Stock Records of

                              Fixing of Record Date

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     The Board of Directors shall have power to close the stock records of the

corporation for a period not to exceed sixty (60) days preceding the date of any

meeting of shareholders, or the date for payment of any dividend, or the date

for the allotment of rights, or the date when any change or conversion or

exchange of capital stock shall go into effect, or for a period of not exceeding

sixty (60) days in connection with obtaining the consent of the shareholders for

any purpose; provided, however, that in lieu of closing the stock records, the

Board of Directors may fix in advance a date not exceeding sixty (60) days

preceding the date of any meeting of shareholders, or the date for the payment

of any dividend, or the date for the allotment of rights, or the date when any

change or conversion or exchange of capital stock shall go into effect, or a

date in connection with obtaining such consent of shareholders, as a record date

for the determination of the shareholders entitled to receive notice of and to

attend such meeting of shareholders, or for the determination of shareholders

entitled to receive payment of any such dividend or to receive any such

allotment of rights or to exercise rights in respect of any such change,

conversion or exchange of capital stock, or to give any such consent, as the

case may be, and in such case only such shareholders as shall be shareholders of

record on the date so fixed shall be entitled to such notice of and to attend

such meeting, or to receive payment of such dividend, or to receive such

allotment of rights, or to exercise any rights, or to give such consent, as the

case may be, notwithstanding the transfer of any stock on the books of the

corporation after any such record date fixed as aforesaid.

 

                                   ARTICLE VII

                                 Indemnification

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     Section 1. The corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, wherever brought, whether civil, criminal,

administrative or investigative, other than an action by or in the right of the

corporation, by reason of the fact that he is or was a director, officer,

employee or agent of the corporation, or is or was serving at the request of the

corporation, as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise, against expenses,

including attorneys' fees, judgments, fines and amounts paid in settlement

actually and reasonably incurred by him in connection with such action, suit or

proceeding if he acted in good faith and in a manner he reasonably believed to

be in or not opposed to the best interests of the corporation, and, with respect

to any criminal action or proceeding, had no reasonable cause to believe his

conduct was unlawful. The termination of any action, suit or proceeding by

judgment, order, settlement, conviction or upon a plea of nolo contendere or its

equivalent, shall not, of itself, create a presumption that the person did not

act in good faith and in a manner which he reasonably believed to be in or not

opposed to the best interests of the corporation and, with respect to any

criminal action or proceeding, had reasonable cause to believe that his conduct

was unlawful.

 

     Section 2. The corporation shall indemnify any person who was or is a party

or is threatened to be made a party to any threatened, pending or completed

action or suit by or in the right of the corporation to procure a judgment in

its favor by reason of the fact that he is or was a director or officer of

another corporation, or is or was serving at the request of the corporation as

director or officer of another corporation, partnership, joint venture, trust or

other enterprise against expenses (including attorneys' fees) actually and

reasonably incurred by him in connection with the defense or settlement of such

action or suit if he acted in good faith and in a manner he reasonably believed

to be in or not opposed to the best interests of the corporation and except that

no indemnification shall be made in respect of any claim, issue or matter as to

which such person shall have been adjudged to be liable for negligence or

misconduct in the performance of his duty to the corporation unless and only to

the extent that the District Court of the State of Minnesota or the court in

which such action or suit was brought shall determine upon application that,

despite the adjudication of liability but in view of all the circumstances of

the case, such person is fairly and reasonably entitled to indemnity for such

expenses which the District Court of the State of Minnesota or such other court

shall deem proper.

 

     Section 3. To the extent that any person referred to in Sections 1 and 2 of

this Article VII has been successful on the merits or otherwise in defense of

any action, suit or proceeding referred to herein or in defense of any claim,

issue or matter therein, he shall be indemnified against expenses (including

attorneys' fees) actually and reasonably incurred by him in connection

therewith.

 

     Section 4. Any indemnification under Sections 1 and 2 of this Article VII

(unless ordered by a court) shall be made by the corporation, only as authorized

in the specific case upon a determination that indemnification of the director

or officer is proper in the circumstances because he has met the applicable

standard of conduct set forth in Sections 1 and 2 of this Article VII. Such

determination shall be made (i) by the Board of Directors by a majority vote of

a quorum consisting of directors who were not parties to such action, suit or

proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, a

quorum of disinterested directors so directs, by independent legal counsel in a

written opinion, or (iii) by the stockholders.

 

     Section 5. Expenses incurred in defending a civil or criminal action, suit

or proceeding may be paid by the corporation in advance of the final disposition

of such action, suit or proceeding as authorized by the Board of Directors in

the specific case upon receipt of an undertaking by or on behalf of the director

or officer to repay such amount unless it shall ultimately be determined that he

is entitled to be indemnified by the corporation as provided in this Article

VII.

 

     Section 6. The indemnification provided by this Article VII shall not be

deemed exclusive of any other rights to which those seeking indemnification may

be entitled under any statutes, bylaw, agreement, vote of stockholders or

disinterested directors or otherwise, both as to action in his official capacity

and as to action in another capacity while holding such office, and shall

continue as to a person who has ceased to be a director or officer and shall

inure to the benefit of the heirs, executors and administrators of such a

person.

 

     Section 7. The corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was a director, officer, employee or

agent of the corporation, or is or was serving at the request of the corporation

as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, against any liability asserted against

him and incurred by him in any such capacity, or arising out of his status as

such, whether or not the corporation would have the power to indemnify him

against such liability under the provisions of this Article VII.

 

     Section 8. The Board of Directors may, by resolution, extend the

indemnification provisions of the foregoing Article VII to any person who was or

is a party or is threatened to be made a party to any threatened, pending or

completed action, suit or proceeding by reason of the fact that he is or was an

employee or agent of the corporation, or is or was serving at the request of the

corporation as an employee or agent of another corporation, partnership, joint

venture, trust or other enterprise.

 

                                  ARTICLE VIII

                         Indemnification of Corporation

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     Any payment made to an officer of the corporation such as salary,

commission, bonus, interest or rent, or entertainment expense incurred by him,

which shall be disallowed in whole or in part as a deductible expense by the

Internal Revenue Service shall be reimbursed by such officer to the corporation

to the full extent of such disallowance. It shall be the duty of the directors,

as a Board, to enforce payment of such amount disallowed. In lieu of payment by

the officer, subject to the determination of the directors, proportionate

amounts may be withheld from his future compensation payments until the amount

owed to the corporation has been recovered.

 

                                   ARTICLE IX

                        Adoption and Amendment of Bylaws

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     Section 1. The Board of Directors may alter or amend these Bylaws and may

make or adopt additional Bylaws subject to the power of the shareholders to

change or repeal the Bylaws, except that the Board of Directors shall not make

or alter any Bylaws fixing their qualifications, classifications or term of

office, or reducing their number.

 

     Section 2. The shareholders may alter or amend these Bylaws and may make or

adopt additional Bylaws by a majority vote at any annual meeting of the

shareholders or at any special meeting called for that purpose.

 

Amended By the Board of Directors:  October 10, 2003

Amendments Approved by Shareholders: January 20, 2004

Amended by the Board of Directors: January 16, 2008