<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a5590273ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1
 
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
 
 
This Amended and Restated Employment Agreement (the "Agreement") is entered into
between Innovex, Inc., a Minnesota corporation (collectively, with its
subsidiaries, affiliates and parent companies, "Innovex" or the "Company"), and
Terry Dauenhauer ("Employee") as of January 16, 2008.
 
WHEREAS, the Employee and the Company entered into an Employment Agreement dated
as of October 19, 2005 (the "Existing Agreement"); and
 
WHEREAS, the Employee has been employed as Innovex's Senior Vice-President since
January 12, 2004, Innovex desires to continue to employ the Employee in the
capacity of Chief Executive Officer and the Employee agrees to continue his
employment under the terms and conditions of this Agreement, which amends and
replaces the Existing Agreement; and
 
WHEREAS, Innovex is providing consideration to the Employee consisting of
increased protection in the event of a Change in Control, enhanced severance
benefits, its willingness to retain him as its employee, its payment of
compensation and provision of benefits to him, his exposure and access to its
valuable Customers and other business contacts and trade secrets, his
specialized training in connection with his employment, and all other benefits
associated with this Agreement and his employment with Innovex.
 
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions
herein contained, it is hereby agreed by and between the parties hereto as
follows:
 
                                   DEFINITIONS
 
Change in Control. A Change in Control shall be deemed to have occurred if any
of the following occur:
 
(1)    Any "Person" (as defined in Section 13(d) of the Securities Exchange Act
       of 1934, as amended, or any successor statute thereto (the Exchange Act))
       acquires or becomes a beneficial owner (as defined in Rule 13d-3 or any
       successor rule), directly or indirectly, of securities of the Company
       representing 20% or more of the combined voting power of the Company's
       then outstanding securities entitled to vote generally in the election of
       directors (Voting Securities) or 20% or more of the outstanding shares of
       common stock of the Company (Common Stock), provided, however, that the
       following shall not constitute a Change in Control:
 
       (a) any acquisition or beneficial ownership by the Company or a
       subsidiary of the Company;
 
       (b) any acquisition or beneficial ownership by any employee benefit plan
       (or related trust) sponsored or maintained by the Company or one or more
       of its subsidiaries;
 
 
<PAGE>
 
(2)    Continuing Directors shall not constitute a majority of the members of
       the Board of Directors of the Company. Continuing Directors shall mean:
       (a) individuals who, on the date hereof, are directors of the Company,
       (b) individuals elected as directors of the Company subsequent to the
       date hereof for whose election proxies shall have been solicited by the
       Board of Directors of the Company, or (c) any individual elected or
       appointed by the Board of Directors of the Company to fill vacancies on
       the Board of Directors of the Company caused by death or resignation (but
       not by removal) or to fill newly-created directorships, provided that a
       Continuing Director shall not include an individual whose initial
       assumption of office occurs as a result of an actual or threatened
       election contest with respect to the threatened election or removal of
       directors (or other actual or threatened solicitation of proxies or
       consents) by or on behalf of any person other than the Board of Directors
       of the Company;
 
(3)    Consummation of a reorganization, merger or consolidation of the Company
       (other than a merger or consolidation with a subsidiary of the Company),
       unless immediately following such reorganization, merger or
       consolidation, all or substantially all of the persons who were the
       beneficial owners, respectively, of Voting Securities and Common Stock
       immediately prior to such reorganization, merger or consolidation
       beneficially own, directly or indirectly, 51% or more respectively of (a)
       the combined voting power of the then outstanding Voting Securities
       entitled to vote generally in the election of directors, and (b) the then
       outstanding shares of Common Stock of the corporation resulting from such
       reorganization, merger or consolidation in substantially the same
       proportions as their ownership of the Voting Securities and Common Stock,
       as the case may be, immediately prior to such reorganization, merger or
       consolidation; or
 
(4)    Consummation of a liquidation or dissolution of the Company or the sale
       or other disposition of all or substantially all of the assets of the
       Company (in one or a series of transactions), other than to a
       wholly-owned subsidiary of the Company.
 
Notwithstanding anything stated above, a Change of Control event shall not be
deemed to occur with respect to the Employee if the acquisition or beneficial
ownership of the 20% or greater interest referred to in (1) is by the Employee
or a group, acting in concert, that includes the Employee or a majority of the
then combined voting power of the then outstanding Voting Securities (or voting
equity interests) of the surviving corporation or of any corporation (or other
entity) acquiring all or substantially all of the assets of the Company shall,
immediately after a reorganization, merger, consolidation or disposition of
assets referred to in (3) or (4) of this definition, be beneficially owned,
directly or indirectly, by the Employee or by a group, acting in concert, that
includes the Employee.
 
Conflicting Organization. A Conflicting Organization is any person or
organization (including Innovex Customers and Vendors) engaged in or about to
become engaged in, research, development, production, marketing, leasing,
selling or servicing of a Conflicting Product in any market in which Innovex is
doing or about to be doing business as of the Employee's termination date.
 
Conflicting Product. A Conflicting Product is any product, product line,
process, system or service (including any component thereof or research to
develop information useful in connection with a product or service) which is the
same, similar to or competitive with (whether based on similar or alternative
technologies) any product, product line, process, system or service which the
Employee or any person under the Employee's direct or indirect supervision
designed, developed, marketed, promoted, sold, serviced, provided or worked on
in any other capacity on behalf of Innovex during the two years preceding the
Employee's termination date, including any product, product line, process,
system or service in existence or under development or about which the Employee
possesses Confidential Information.
 
 
<PAGE>
 
Customer or Vendor. A Customer or Vendor is any person or entity with whom the
Employee or anyone under his direct or indirect supervision had any direct or
indirect contact on behalf of Innovex in connection with Innovex's products or
services.
 
Disability. The Employee's Disability shall occur if he becomes unable to
substantially, with or without reasonable accommodation, perform his duties
under this Agreement, by reason of any medically determinable physical or mental
impairment, for at least 180 consecutive days. The existence of a Disability
will be determined pursuant to the standards for entitlement for long-term
disability benefits set forth in Innovex's Long-Term Disability Plan.
 
Good Cause. Good Cause shall exist if the Employee has (a) engaged in theft,
embezzlement, other act of dishonesty, moral turpitude, or any willful violation
of the Securities Exchange Act of 1934, as amended; (b) materially breached any
of his obligations under this Agreement; or (c) engaged in gross mismanagement
or gross negligence in the performance of his duties hereunder. With respect to
(b) and (c), Employee shall be given written notice of the facts believed to
constitute grounds for termination and a 30-day period in which to cure those
grounds to the satisfaction of the Board.
 
Good Reason. Good Reason shall exist if the Employee experiences (a) a material
reduction in his compensation or responsibilities (except if such change is made
available as reasonable accommodation in the event of Employee's Disability or
other inability to perform his duties due to a physical or mental condition) or
(b) a requirement that he relocate to a workplace more than 50 commuting miles
from his principal residence, provided however that Good Reason shall not exist
following a Change in Control if the Employee retains responsibility for a
division, subsidiary or other operational unit or entity that is substantially
similar to or larger than Innovex as it existed prior to the Change in Control.
 
Good Will. Good Will is Innovex's valuable Customer, Vendor and other industry
relationships which it is the responsibility of the Employee and other Innovex
employees to maintain, develop, nurture, improve and expand in connection with
the products and services provided to said Customers by Innovex or purchased
from said Vendors.
 
1.     Employment and Term. Innovex agrees to employ the Employee as its Chief
       Executive Officer, reporting to the Board of Directors (the "Board"), and
       the Employee agrees to serve Innovex in such capacities on the terms and
       conditions set forth herein for the period commencing on the date of this
       Agreement and continuing until terminated by the Employee or Innovex in
       accordance with paragraph 5.
 
2.     Duties. The Employee shall be responsible for the management of
       manufacturing operations, process engineering, supply chain management,
       human resources management and such other duties and responsibilities as
       may be assigned to him by the Board. Employee shall faithfully and
       diligently do and perform all such acts and duties and furnish such
       services for Innovex as the Board shall direct, promote the interest and
       welfare of Innovex and its business, be familiar with Innovex's policies
       that relate to his duties and abide by these policies, and not
       intentionally do anything which may cause loss or damage to Innovex, its
       business, business reputation or Good Will. He shall devote his full
       time, energy and skill to the business of Innovex, except for vacations,
       absences made necessary because of illness, and service on other
       corporate, civic, or charitable boards or committees not significantly
       interfering with his duties hereunder. Employee shall not engage in any
       other business or nonprofit activity during his employment with Innovex
       except as may be approved in advance by the Board; provided, however,
       that Employee shall not be precluded from owning up to 5% of the issued
       and outstanding capital stock or other interest of an entity which is not
       a Customer, Vendor or Conflicting Organization.
 
 
<PAGE>
 
3.     Compensation. In return for his services to Innovex, Employee shall
       receive compensation and benefits which shall include the following:
 
3.1    Salary. The Employee shall receive a semi-monthly base salary of $11,875
       ($285,000 annualized). Salary reviews shall occur at least once per year,
       and the Board shall grant Employee such salary increases based upon the
       Employee's performance as the Board, in its sole discretion, deems
       appropriate.
 
3.2    Bonus. For each fiscal year during Employee's employment, Employee will
       be eligible for a bonus award pursuant to a bonus plan determined by the
       Board. Bonus awards will be subject to the terms of the applicable bonus
       plan and are conditioned upon Employee's continued employment with
       Innovex through the last day of the fiscal year on which the bonus is
       based except as otherwise permitted under 5.2. A determination as to
       whether the bonus objectives have been met will be made, in the sole
       discretion of the Board, by comparing Employee's and Innovex's actual
       performance for the fiscal year to the performance measures defined in
       the bonus plan at the beginning of the fiscal year. A bonus awarded
       pursuant to this 3.2 may take the form of cash or stock options, subject
       to the applicable stock option plans, or a combination of the two. A
       bonus awarded to the Employee for any fiscal year will be paid within two
       and a half months following the end of said year.
 
4.     Benefits and Expenses.
 
4.1    Employee Benefits. The Employee shall be eligible for such employee
       benefits as are offered by Innovex to other employees. Innovex may
       terminate any or all such plans at any time and may choose not to adopt
       any additional plans. Employee's rights under any Innovex plans and
       policies shall be governed solely by their terms. Employee shall be
       eligible for four weeks of vacation annually, subject to the parameters
       set forth in Innovex's vacation policy.
 
4.2    Reimbursable Business Expenses. In addition to salary and other benefits,
       Innovex will advance or reimburse Employee for any ordinary, necessary
       and reasonable expenses incurred by him in the course of his employment.
       Innovex shall reimburse the Employee upon his submission of any records
       and documentation required to substantiate said expenses.
 
4.3    Company Vehicle. Innovex will provide Employee with an annual vehicle
       allowance to be prorated over the Company's regular pay periods
       throughout the year. Employee's vehicle allowance will be in accordance
       with and subject to the Company Vehicle Policy (Exhibit 2).
 
4.4    Indemnification. Innovex will indemnify the Employee from loss and
       expenses arising out of his conduct as an officer of Innovex to the
       fullest extent permitted by the Company's corporate articles, by-laws,
       Board resolutions, applicable insurance policy and Minnesota law.
 
4.5    Relocation Expenses. In the event the Employee's employment is terminated
       by Innovex without Good Cause or by Employee for Good Reason, Innovex
       will provide Employee relocation expenses, back to the United States
       location of Employee's choice, consisting solely of (i) business class
       airfare for Employee and his spouse; (ii) en route normal travel
       expenses; (iii) sea transportation of personal belongings (including
       packing and unpacking); and (iv) up to two (2) weeks' temporary lodging
       costs. In no event shall such costs exceed $50,000.
 
 
<PAGE>
 
5.     Termination of Employment.
 
5.1    Voluntary Resignation. The Employee may resign his employment with
       Innovex for any reason effective upon 120 days' advance written notice to
       the Board. During the notice period he will provide all reasonable aid
       and assistance in hiring, training, and introducing his replacement as
       may be requested by Innovex and will undertake such other
       responsibilities as Innovex may direct. Alternatively, Innovex reserves
       the right to terminate Employee's employment, effective upon written
       notice to Employee, at any time during the notice period provided,
       however, that base salary and Innovex's share of his group health, dental
       and life premiums as may be in effect, subject to the terms of the plans,
       applicable law and 5.6 and 5.7 hereof, will continue for the duration of
       the notice period. No other benefits will be payable to Employee during
       the notice period.
 
5.2    Involuntary Termination and Resignation for Good Reason. Employee's
       employment may be terminated (a) by Innovex for other than Good Cause,
       effective upon the date specified in Innovex's written notice of
       termination to Employee, (b) by Innovex for Good Cause, effective upon
       Employee's receipt of Innovex's written notice of termination, or (c) by
       the Employee for Good Reason, effective upon the Board's receipt of
       Employee's written notice of termination, which shall include a detailed
       explanation as to why he believes Good Reason exists. If Employee's
       employment is terminated for other than Good Cause or for Good Reason
       under this 5.2 and the termination is not related to a Change in Control,
       base salary and the employer share of Employee's Innovex group health and
       dental premiums will continue to be paid for 12 months from Employee's
       termination date, subject to 5.6, 5.7 and Employee's other obligations
       hereunder. In addition, if the Employee's termination occurs partway
       through a fiscal year, the Board may award a prorated bonus to Employee
       if (i) Employee would have received a bonus if he had remained in
       Innovex's employ for the full fiscal year and (ii) the Board determines
       that Employee's contribution to Innovex prior to his termination date
       warrants a prorated bonus award. Only the benefits described in this 5.2
       will be payable to Employee during the severance period. Termination for
       other than Good Cause shall include non-Good Cause termination due to
       performance issues and any other non-Good Cause termination not described
       in 5.3, 5.4 or 5.5. If the Employee's termination is for Good Cause, his
       base salary and benefits will be paid only through his termination date.
 
5.3    Change in Control.
 
5.3.1. If Employee's employment is terminated without Good Cause or Employee
       resigns for Good Reason within 18 months following a Change in Control,
       he will receive (a) continuation of his base salary for 18 months, (b)
       payment of the employer share of his group health and dental premiums for
       up to 12 months, and (c) immediate 100% vesting of any unvested stock
       options (the "Parachute Payments"). Approval of this Agreement by the
       Compensation Committee of the Board shall be deemed approval of the
       vesting of options as provided in the immediately preceding sentence for
       all purposes under Innovex stock purchase and stock option plans and
       programs. Notice of termination or resignation shall be in writing to the
       applicable party. Employee's right to the benefits provided in this 5.3.1
       is contingent upon him not resigning his employment from Innovex within
       90 days following a Change in Control, the requirements of 5.6 and 5.7,
       and his compliance with his other obligations hereunder.
 
 
<PAGE>
 
5.3.2. If the Employee or Innovex would be subject to excise tax or denial of
       deduction under Sections 280G and 4999 of the Internal Revenue Code as a
       result of the Parachute Payments described in 5.3.1, Innovex shall reduce
       or eliminate such payments to the extent necessary to reduce the
       aggregate "present value" (as defined in Section 280G(d)(4) of the Code)
       of such payments to $100 less than an amount equal to three times
       Employee's "base amount" (as defined in 280G(b)(3)(a) and (d)(1) and (2)
       of the Code) so that Employee is not subject to tax under Section 4999
       and no Innovex deduction is disallowed pursuant to Section 280G(a).
 
5.4    Disability. The Employee's employment will terminate if he comes under a
       Disability, is unable to perform his duties hereunder and Innovex is
       unable, because of undue hardship, to provide reasonable accommodations
       to enable him to continue his employment. Accommodations offered by
       Innovex could include change of responsibilities or title. In the event
       of Employee's Disability, his benefits will be those available under
       group short-term and long-term disability plans sponsored by Innovex,
       except as provided in the following sentence. If Employee is covered
       under a group short-term disability plan, Innovex will continue to pay
       40% of his base salary for the duration of his short-term disability
       period unless the plan would cause this amount to reduce his short-term
       disability benefits. If he is covered by a long-term disability plan, he
       will not be eligible for any additional payments from Innovex during the
       period of such coverage. Innovex will pay Employee's group health and
       dental premiums during any period of group short or long term disability
       coverage for up to 18 months, to the extent such premiums are not paid
       under any group health, disability or other policy maintained by Innovex
       under which the Employee is a Participant, Employee is not eligible to
       participate in any other group plans, and Employee continues to be
       eligible to participate in said Innovex plans.
 
5.5    Death. If Employee dies during his employment, Innovex will pay his
       estate the biweekly installment otherwise due and payable at the end of
       that biweekly period in which the Employee shall have died, and
       thereafter no further compensation shall be payable by Innovex to
       Employee hereunder, except for normal and customary life insurance
       benefits and vested pension benefits, if any.
 
5.6    Payment Conditions. Any payments made to Employee pursuant to 5.1, 5.2,
       5.3 or 5.4 will be reduced by (a) any other benefits payable to Employee
       directly or indirectly from Innovex (not including Social Security
       benefits), such as payments under any disability plan or policy the
       premiums of which have been paid by Innovex or any severance or other
       payments to Employee under any company plan or policy and (b)
       unemployment benefits received by the Employee. In addition, as a
       condition of receiving any such payments, or any payments under Section
       4.5, Employee will be required to sign a standard release agreement in
       which he releases all claims which he might have against Innovex or any
       affiliate, employee, shareholder, director, officer or agent of Innovex
       (along with other standard releasees affiliated with Innovex). Innovex
       will provide said release agreement to the Employee at the time he is
       notified of his termination without Good Cause, following his notice of
       resignation for Good Reason or during the notice period following his
       voluntary resignation. As part of the release agreement, Employee will be
       required to (i) cooperate with Innovex with respect to any business
       matters about which he has knowledge, including any litigation or
       threatened litigation, (ii) not cooperate with any plaintiffs or
       claimants against Innovex unless required by law to do so, (iii) not make
       negative or derogatory comments about Innovex or any other releasee and
       (iv) affirm his post-termination obligations under this Agreement. The
       release agreement will also provide that if the Employee violates any
       obligation of his under paragraphs 6, 7 or 8 of this Agreement, all
       payments and benefits to him will immediately cease. The release
       agreement is attached as Exhibit 3, provided however that Exhibit 3 may
       be revised to comply with current law or to provide for unforeseen
       circumstances.
 
 
<PAGE>
 
5.7    Group Health and Dental Coverage. The Employee's right to Innovex's
       payment of the employer share of his group health and dental premiums is
       subject to his timely election to continue his coverage under COBRA and
       applicable state law, his continued eligibility under the plans, his lack
       of eligibility to participate in any other group plans, and deduction of
       his share of the premiums from his severance payments.
 
6.     Confidentiality. During his employment with Innovex, the Employee has had
       and will continue to have access to and become acquainted with trade
       secrets and other proprietary and confidential information owned by
       Innovex and used in the operation of Innovex's business. "Trade secrets
       and other proprietary and confidential information" shall mean any
       information or knowledge possessed by Innovex which is not generally
       known to or readily ascertainable by outside parties who can obtain
       economic value from its use or disclosure. This shall include, without
       limitation, inventions, discoveries, ideas, know-how, research and
       development information, designs, specifications, formulas, patterns,
       compilations, computer programs, devices, methods, techniques, processes,
       data, improvements, ideas, algorithms, computer processing systems,
       drawings, proposals, job notes, reports, records, specifications,
       information concerning any matters relating to the business of Innovex
       and any of its customers, vendors, customer and vendor contacts,
       licenses, the prices it obtains or has obtained for the licensing of its
       software products and services, or any other non-public information
       concerning the business of Innovex and its good will. Confidential
       information also includes the terms of this Agreement and any release
       agreement provided to Employee by Innovex or entered into between the
       Employee and Innovex, except as otherwise provided in 6.1 or 8.2.
 
6.1    Nondisclosure. Employee shall not disclose or use in any manner, directly
       or indirectly, any such trade secrets or other proprietary and
       confidential information either during the term of his employment or at
       any time thereafter, except as required (a) in the course of his
       employment with Innovex or (b) by applicable law, including the Exchange
       Act, contingent upon establishment of confidentiality protections
       satisfactory to Innovex.
 
6.2    Information Disclosed Remains Company Property. All ideas, concepts,
       information, and written material disclosed to Employee by Innovex or
       acquired from a Customer or prospective Customer of Innovex, are and
       shall remain the sole and exclusive property and proprietary information
       of Innovex or such Customers, and are disclosed in confidence by Innovex
       or permitted to be acquired from such Customers in reliance on Employee's
       agreement to maintain them in confidence and not to use or disclose them
       to any other person except in furtherance of Innovex's business.
 
 
<PAGE>
 
6.3    Return of Materials. Employee agrees that, upon request of Innovex or
       upon termination of employment, Employee shall turn over to Innovex
       originals and any copies of all documents, files, disks or other computer
       media, or other property or material in his possession or under his
       control that (a) may contain or be derived from ideas, concepts,
       creations, or trade secrets and other proprietary and confidential
       information as described in this section or (b) are connected with or
       derived from Employee's services to Innovex. Employee agrees to certify
       in writing that he has complied with this 6.3 at the time of his
       termination of employment.
 
6.4    Prohibition. Employee certifies and agrees that to the best of his
       knowledge he (a) does not possess confidential or proprietary documents
       or property of any prior employer and (b) while in Innovex's employ, he
       has not and will not use or disclose the protected trade secrets of any
       prior employer or other entity. Trade secrets for purposes of this
       prohibition are defined in (i) Minnesota Statutes Section 325C.01, Subd.
       5 and (ii) any agreement with a prior employer or any other person or
       entity in which the Employee is obligated not to use or disclose that
       person or entity's trade secrets. The Employee certifies that he has
       provided a copy of any such contractual obligation to Innovex.
 
7.     Inventions and Creations. Any and all inventions, discoveries,
       improvements, or creations (collectively, "Inventions") made or conceived
       by Employee during the period of his employment by Innovex shall be the
       property of Innovex. Employee hereby assigns to Innovex all of his rights
       to any such Inventions and agrees to promptly disclose any such
       Inventions in writing to Innovex. Employee further agrees to execute and
       assign any and all proper applications, assignments and other documents
       and to render all assistance reasonably necessary to apply for patent,
       copyright or trademark protection in all countries.
 
7.1    Exceptions. Paragraph 7 does not apply to an Invention for which no
       equipment, supplies, facility or trade secret information of Innovex was
       used and which was developed entirely on Employee's own time and (a)
       which does not relate (i) directly to the business of Innovex or (ii) to
       Innovex's actual or demonstrably anticipated research or development; or
       (b) which does not result from any work performed by Employee for
       Innovex. Exhibit 3 hereto constitutes a complete list of the inventions
       made by Employee prior to employment by Innovex as to which he has at
       least partial ownership. Innovex shall have no claim of right or title to
       the inventions listed on Exhibit 3.
 
7.2    Definition of Inventions. For purposes of this Agreement, the term
       "Inventions" shall mean discoveries, improvements, and ideas (whether or
       not shown or described in writing or reduced to practice) and works of
       authorship, whether or not patentable or copyrightable, which (a) relate
       directly to the business of Innovex; (b) relate to Innovex's actual or
       demonstrably anticipated research or development; or (c) result from any
       work performed by Employee for Innovex, or for which equipment, supplies,
       facilities or trade secret information of Innovex is used, or which is
       developed on Innovex time.
 
7.3    Non-Covered Inventions. Should the Employee make a discovery, improvement
       or Invention that is not covered by the provisions of this Agreement (a
       "Non-Covered Invention"), the Employee may, at his sole option, disclose
       the Non-Covered Invention to Innovex and Innovex shall then have a right
       of first refusal to enter into a license agreement with Employee to
       acquire rights thereunder. If negotiations extend for more than six
       months from the date of disclosure to Innovex, Employee shall be free to
       submit the Non-Covered Invention to others without obligation to Innovex
       and with respect to such Non-Covered Invention.
 
 
<PAGE>
 
8.     Non-Competition, Non-Solicitation and Non-Interference.
 
8.1    Duty of Loyalty. The Employee acknowledges that he has a duty of loyalty
       to Innovex during his employment. Therefore, during his employment, he
       will not directly or indirectly plan, organize, own, perform services for
       or in any way associate with any Conflicting Organization or conspire
       with others to do so.
 
8.2    Non-Competition. For one year following the termination of his employment
       with Innovex for any reason, the Employee will not directly or
       indirectly, as a shareholder, director, officer, employee, owner, agent,
       associate, consultant or in any other capacity, plan, organize, own,
       perform services for or in any other way associate with any Conflicting
       Organization. During this one-year period, the Employee also agrees to
       provide (a) a copy of this agreement to any prospective employer or other
       person or entity for which he intend to perform services and (b) written
       notification to the CEO of Innovex of any new employment or other
       business engagement of his. Because Innovex has no interest in the
       Employee's post-Innovex activities if those activities do not involve
       Innovex's Confidential Information or Good Will and are not otherwise
       harmful to Innovex, Innovex's CEO, in his sole discretion, will consider
       modification of the obligation in this 8.2 with respect to a specific
       position with a specific employer, entity or person following Employee's
       written request for same and his cooperation in providing any requested
       information in connection with such request. The CEO will agree to the
       requested modification or a variation thereof only if he determines that
       the modification will not be harmful to Innovex's business interests and
       will not violate its protectable interests in its Confidential
       Information and Good Will. The CEO will notify the Employee in writing of
       his decision, which will be final.
 
8.3    Non-Solicitation. For one year following the termination of Employee's
       employment with Innovex for any reason, he agrees that he will not,
       directly or indirectly, on his own behalf or on behalf of any Conflicting
       Organization, solicit:
 
8.3.1  any Customer with whom he had contact during the two-year period prior to
       his termination date or about which he possesses Confidential
       Information, for the purpose of directly or indirectly (a) marketing,
       promoting or encouraging the use of a Conflicting Product, (b) providing
       advice or assistance in connection with the marketing, promotion or use
       of a Conflicting Product, or (c) attempting to interfere with, or
       preventing or diverting the sale or purchase of, any product being
       designed, developed, sold or marketed by Innovex;
 
8.3.2  any Innovex employee or agent to terminate his or her employment or
       agency with Innovex; or
 
8.3.3  any Vendor that provides an exclusive or unique service or product to
       Innovex for the purpose of obtaining similar products or services for a
       Conflicting Organization.
 
8.4    Employee's Acknowledgments and Agreements. Employee acknowledges and
       agrees that the products developed by Innovex are or are intended to be
       marketed and licensed to Customers in various markets throughout the
       world. Employee further acknowledges and agrees to the reasonableness of
       the covenants contained in this Section 8, including the reasonableness
       of the geographic area and duration of time which are part of said
       covenant. Employee also acknowledges and agrees that this covenant will
       not preclude Employee from becoming gainfully employed following
       termination of employment with Innovex. Employee certifies that he is not
       currently subject to a noncompetition agreement with a former employer
       which prohibits him from working for Innovex.
 
 
<PAGE>
 
8.5    Time Periods After a Change in Control. If Employee's employment
       terminates pursuant to 5.3.1, the time periods in 8.2 and 8.3 shall be
       extended from one year to 18 months.
 
9.     Miscellaneous Provisions.
 
9.1    Remedies, Injunction. In the event of a breach or threatened breach by
       Employee of any provision of this Agreement which could cause irreparable
       injury and damage to Innovex not compensable by money damages, Employee
       agrees that Innovex, in addition to and not in limitation of any other
       rights, remedies or damages available to Innovex at law or in equity,
       shall be entitled to injunctive and other equitable relief to prevent or
       restrain any such breach by Employee or by Employee's partners, agents,
       representatives, servants, employees, and/or any and all persons directly
       or indirectly acting for or with Employee.
 
9.2    Severability. If any provisions of this Agreement are held to be invalid
       or unenforceable in whole or in part, those provisions to the extent
       enforceable and all other provisions shall nevertheless continue to be
       valid and enforceable as though the invalid or unenforceable parts had
       not been included in this Agreement. If any provision relating to the
       time period or scope of a restriction shall be declared by a court of
       competent jurisdiction to exceed the maximum time period or scope such
       court deems reasonable and enforceable, then the time period or scope of
       the restriction deemed reasonable and enforceable by the court shall
       become and shall thereafter be the maximum time period or the applicable
       scope of the restriction.
 
9.3    Governing Law. This Agreement shall be construed and enforced according
       to Minnesota law, except where federal law applies. All legal actions
       arising under this Agreement shall be instituted in, and both Innovex and
       Employee consent to, the jurisdiction of the courts of Hennepin County,
       Minnesota or the U.S. District Court for the District of Minnesota.
 
9.4    Survivability. The covenants and agreements of paragraphs 5 and 9, where
       applicable, and paragraphs 6, 7 and 8 of this Agreement shall survive the
       termination of the Employee's employment for any reason and shall not be
       terminated by a Change in Control, including but not limited to any
       merger or consolidation whereby Innovex is not the surviving corporation
       or any transfer of substantially all the assets of Innovex, unless no
       transferee or successor continues to carry on the business activities of
       Innovex. In the event of any such event , the provisions of this
       Agreement shall inure to the benefit of and be binding upon the
       surviving, resulting or transferee entity .
 
9.5    Integration. The terms of this Agreement constitute the entire agreement
       between Innovex and the Employee on the subjects addressed herein and
       supersede any previous conflicting oral or written communications,
       representations, policies or agreements. This Agreement amends and
       replaces the Existing Agreement in its entirety.
 
9.6    Amendment or Termination. This Agreement may not be terminated, amended,
       or modified in any way, except in writing signed by both Innovex and
       Employee.
 
 
<PAGE>
 
9.7    Waiver. Innovex's waiver or failure to enforce the terms of this
       Agreement or any similar agreement in one instance shall not constitute a
       waiver of its rights hereunder with respect to other violations of this
       or any other agreement.
 
9.8    Tax Withholding. Innovex will withhold from any payment of benefits under
       this Agreement (and forward to the appropriate taxing authority) any
       taxes required to be withheld under applicable law.
 
9.9    Agreement Read, Understood and Deemed Reasonable. Employee has carefully
       read and considered all provisions of this Agreement and agrees that all
       of the restrictions set forth are reasonable and reasonably required for
       the protection of Innovex's interests.
 
 
AGREED:
 
 
Dated:1/16/08                          /s/ Terry Dauenhauer
                                       ------------------------------
                                       Terry Dauenhauer
 
 
                                       INNOVEX, INC.
 
Dated:1/16/08                          /s/ William Murnane
                                       ------------------------------
                                       William Murnane
                                       Chairman of the Board
 
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