EX-10.(u)




	





Exhibit 10(u) 




OPTION AGREEMENT  



        THIS
OPTION AGREEMENT (the “Agreement”) is entered into as of November 27,
2002, between Innovex, Inc, a Minnesota corporation (“Innovex”), and Concorde
PAPE II, a company incorporated under the laws of Mauritius (“Concorde”).  




RECITALS:  



        A.    Innovex
desires to obtain an option to acquire shares of KR Precision Public           Company
Limited (“KRP”) from Concorde pursuant hereto and to the terms           of the
Stock Purchase Agreement in the form of Exhibit A (the “Stock
          Purchase Agreement”).  




AGREEMENTS:  



        NOW,
THEREFORE, in consideration of the respective covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby mutually acknowledged, the parties hereby agree as follows:  




ARTICLE 1
DEFINITIONS   



        1.1   
Specific Definitions. As used in this Agreement, the following definitions shall
have the meanings set forth or as referenced below:  



        “Affiliate” of
a specified person or entity means a person or entity that directly or indirectly through
one or more intermediaries, Controls, or is Controlled by, or is under common Control
with, the person or entity specified.  



        “Business
days” or “days” as used herein with respect to notices or time
periods shall be calculated with reference to Minneapolis, Minnesota U.S.A. time and,
with respect to business days, shall be days on which banks are open for business in
Bangkok, Thailand and Minneapolis, Minnesota U.S.A.  



        “Control”
means ownership of more than 50% of the shares of stock entitled to vote for the election of
directors in the case of a corporation, and more than 50% of the voting power in the case
of a business entity other than a corporation.  




ARTICLE 2
CALL OPTION  



        2.1   
Call Option. Subject to the terms and conditions of this Agreement, Concorde
hereby irrevocably grants to Innovex or any wholly-owned subsidiary of Innovexan
option (the “Call Option”), exercisable once during the Call Option Term (as
defined herein) to acquire ordinary shares of KRP which are currently traded under the
symbol “KRP” on the Stock Exchange of Thailand (“KRP Shares”)
representing 24.9% of the issued and outstanding shares of capital stock of KRP (the
“Initial KRP Call Shares”) as of the Call Option Closing (as defined in Section
3.1), in the manner described herein and in the Stock Purchase Agreement attached as Exhibit
A (the “Call Option”).  



        2.2   
Option Term. Unless earlier exercised, rescinded or otherwise terminated as
provided in this Agreement, the Call Option is exercisable at any time during the period
(A) beginning on the date this Option Agreement is signed by all parties, and (B) ending
on and including December 31, 2003 (“the Call Option Term”). Upon expiration of
the Call Option Term, unless the Call Option has been exercised, rescinded or otherwise
terminated, in each case in accordance with the terms hereof, this Agreement shall
terminate and neither party hereto shall have any further rights or obligations
hereunder, except as provided in Section 7.3.  




        2.3   
Manner of Exercise; Rescission.  



        (a)
          Innovex is under no obligation whatsoever to exercise the Call Option. If it
          elects to exercise the Call Option, Innovex must, at or prior to the expiration
          of the Call Option Term, give written notice (the “Exercise Notice”)
          to Concorde indicating Innovex’s election to exercise the Call Option.
          Innovex’s Exercise Notice shall be in the form of Exhibit B          hereto
and shall specify a closing date (“Call Option Closing Date”)           which
is no earlier than forty-five (45) days nor later than sixty (60) days           after
the date of the Exercise Notice, subject to such delay as provided in           Section
2.3(b) below. Innovex’s Exercise Notice shall be accompanied by an           Innovex
Officer’s Certificate in the form of Exhibit C hereto           updating
the representations and warranties of Innovex under this Agreement.  





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        (b)   
          Within five (5) business days after receipt by Concorde of the Exercise Notice,
          Concorde shall deliver to Innovex a Concorde Officer’s Certificate in the
          form of Exhibit D hereto, dated as of the date of the Exercise
          Notice, acknowledging receipt of the Exercise Notice and updating the
          representations and warranties of Concorde under this Agreement. In addition,
          within thirty (30) days after receipt by Concorde of the Exercise Notice,
          provided Innovex has not rescinded the same, Concorde shall provide Innovex
with           its calculation of the number of Innovex Shares to be issued at the Call
Option           Closing, which calculation shall include the KRP Share Value (as defined
in the           Stock Purchase Agreement) and each of the components comprising the
same,           together with such supporting documentation as may reasonably be
requested by           Innovex to verify the same. In the event Innovex does not object
to           Concorde’s calculation within ten days, such calculation shall be final
          except for such adjustments as may be required thereto prior to the Call Option
          Closing as provided in Section 1.2 of the Stock Purchase Agreement. In the
          event Innovex objects to Concorde’s calculation (which objection shall be
          in writing delivered in accordance with Section 7.5), the parties shall
attempt,           for a period of ten days immediately thereafter, to resolve the
differences,           after which time either party may submit the dispute to
arbitration as provided           in Section 7.12 hereof. If the matter is submitted
to arbitration and           Innovex has not rescinded the Innovex Exercise Notice as
provided herein, then           the Call Option Closing shall occur three (3) business
days after receipt of the           arbitrator’s order specifying the number of
Initial KRP Shares and Innovex           Shares to be issued pursuant to the terms hereof
and the Stock Purchase           Agreement, provided that the Call Option Closing shall
in no case occur prior to           the date specified as the Call Option Closing Date in
the Innovex Exercise           Notice.  



        (c)   
          At all times up until ten (10) business days prior to the Call Option Closing
          Date specified in Innovex’s Exercise Notice (the “Rescission
          Period”), Innovex shall have the unilateral right to rescind the Innovex
          Exercise Notice. Such rescission shall be by written notice from Innovex to
          Concorde in the form of Exhibit E hereto and, if given, shall not
          create any liability for Innovex, subject to Section 7.16 below, and shall have
          the effect as provided in Section 7.18. If such Exercise Notice is not
          rescinded, (A) the Call Option Closing shall take place as provided in Article
3           hereof; and (B) within five (5) business days after expiration of the
Rescission           Period, Innovex and Concorde shall each execute the Stock Purchase
Agreement and           deliver the same to the other party. The Stock Purchase Agreement
shall be dated           as of the date the Rescission Period expires.  



        2.4   
First Lock-Up. Until the earlier of the expiration of the Call Option Term,
rescission of the Exercise Notice or the Call Option Closing, neither Concorde, nor any
of its representatives, officers or directors will consummate or otherwise bind Concorde
to consummate any proposal or offer (an “Acquisition Proposal”) to transfer,
assign or sell all or any part of the KRP Shares owned by Concorde on the date of this
Agreement or subsequently acquired by Concorde, whether by merger, purchase of stock,
purchase of assets, tender offer or otherwise (a “Third Party Acquisition”), or
enter into any agreement, arrangement or understanding requiring it to abandon, terminate
or fail to consummate the Stock Purchase Agreement with Innovex, without the prior
written consent of Innovex (other than any transfer, assignment or sale to any funds
managed on the date of this Agreement by PAMA Group Inc. (such funds collectively
referred to as the “PAMA Funds”), provided such transferee executes and
delivers to Innovex a written agreement agreeing to be bound by Concorde’s
obligations hereunder and under the Stock Purchase Agreement). Concorde represents that
it is not a party to or bound by any agreement with respect to an Acquisition Proposal
other than this Agreement with Innovex.  




ARTICLE 3
CALL OPTION CLOSING  




        3.1   
Call Option Closing. If and when Innovex has given the Exercise Notice without
rescinding the same in the manner set out in Section 2.3(c), then the closing of the Call
Option as contemplated by the Stock Purchase Agreement (the “Call Option Closing”)
will be held during normal business hours, at the offices of Innovex’s Thai counsel
on the Call Option Closing Date.  




ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF CONCORDE  




        As
an inducement to Innovex to execute and deliver this Agreement and to consummate the
transactions provided for in the Stock Purchase Agreement, Concorde makes the
representations and warranties set forth below. All such representations and warranties
are true and correct as of the date hereof.  



        4.1   
Organization; Authority. Concorde is duly formed and validly existing under the
laws of the jurisdiction of Mauritius with the requisite power and authority to enter
into and to consummate the transactions contemplated by this Agreement, the Stock
Purchase Agreement and the Registration Rights Agreement in the form of Exhibit Fhereto
(the “ Transaction Documents”) and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of the Transaction Documents by
Concorde, and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary action on the part of Concorde. This Agreement has been
duly executed and delivered by Concorde and, when duly executed and delivered by Innovex,
will constitute the valid and legally binding obligation of Concorde, enforceable against
Concorde in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors’ rights generally and to general principles of equity. The
Stock Purchase Agreement and the Registration Rights Agreement, when duly executed by
Innovex and Concorde, will constitute the valid and binding obligations of Concorde,
enforceable against Concorde in accordance with their respective terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights generally and to
general principles of equity.  





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        4.2   Investment
Intent. Concorde is acquiring the Innovex Shares (as defined in the Stock Purchase
Agreement) for its own account for investment purposes and not with a view to or for
distributing or reselling such securities or any part thereof or interest therein,
without prejudice, however, to Concorde’s right, subject to the provisions of the
Stock Purchase Agreement and the Registration Rights Agreement, at all times to sell or
otherwise dispose of all or any part of such securities pursuant to an effective
registration statement under the Securities Act of 1933, as amended, (the “Securities
Act”) and in compliance with applicable state securities laws or under an exemption
from such registration.  



        4.3   Accredited
Investor. At the time Concorde was offered the Innovex Shares it was, and at the date
hereof it is, and at the Call Option Closing Date it will be, an “accredited investor” as
defined in Rule 501 under the Securities Act.  



        4.4   Experience
of Concorde. Concorde, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the Innovex
Shares and, without prejudice to its rights under Section 6.4 hereof, has so evaluated
the merits and risks of such investment to its satisfaction.  



        4.5   Ability
of Concorde to Bear Risk of Investment. Concorde is able to bear the economic risk of
an investment in the Innovex Shares and is able to afford a complete loss of such
investment.  



        4.6   Access
to Information. Concorde acknowledges that it has been afforded (i) the
opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of Innovex concerning the terms and conditions of the offering of
the Innovex Shares, and the merits and risks of investing in such securities; (ii) access
to information about Innovex and Innovex’s financial condition, results of
operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment; and (iii) the opportunity to obtain such additional
information which Innovex possesses or can acquire without unreasonable effort or expense
that is necessary to make an informed investment decision with respect to its investment.  



        4.7   Reliance.
Concorde understands and acknowledges that (i) the Innovex Shares are being offered
and sold to Concorde without registration under the Securities Act in a private placement
that is exempt from the registration provisions of the Securities Act; and (ii) the
availability of such exemption depends in part upon the accuracy and truthfulness of the
representations in Sections 4.2 through 4.6.  



        4.8   No
Conflicts. The execution, delivery and performance of the Transaction Documents by
Concorde and the consummation by Concorde of the transactions contemplated thereby do not
and will not (i) conflict with or violate any provision of its certificate or
articles of incorporation, bylaws, partnership agreement or other governing instrument,
as applicable (each as amended through the date hereof); or (ii) result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which Concorde is subject, except in the case of
clause (ii), such violation as could not reasonably be expected to, individually or in
the aggregate, have or result in a material adverse effect on the results of operations,
assets or financial condition of Concorde (a “Concorde Material Adverse Effect”).  



        4.9   Consents
and Approvals. Except for any required Schedule 13D and Form 3 and 4 filings,
and except for any required filing under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the “HSR Act”), Concorde is not required to obtain any
consent, waiver, authorization or order of, or make any filing or registration with, any
court or other foreign, federal, state, local or other governmental authority or other
person in connection with the execution, delivery and performance by Concorde of the
Transaction Documents, other than where the failure to obtain such consent, waiver,
authorization or order or to give or make such notice or filing, would not materially
impair or delay the ability of Concorde to effect the Call Option Closing and to deliver
the Initial KRP Call Shares in the manner contemplated hereby and by the Stock Purchase
Agreement.  



        4.10   
Litigation Proceedings. There is no action, suit, notice of violation, proceeding
or investigation pending, or to the knowledge of Concorde, threatened against or
affecting Concorde before or by any court, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) which would adversely
affect the legality, validity or enforceability of any of the Transaction Documents in
any respect or adversely impair Concorde’s ability to perform fully on a timely
basis its obligations under the Transaction Documents.  





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        4.11   Representations
Regarding KRP Shares. Concorde is the sole and exclusive beneficial and legal owner
(registered and otherwise) of 197,509,212 KRP Shares, which represents approximately
55.7% of the total outstanding shares of KRP’s capital stock as of the date of this
Agreement. Upon delivery to Innovex of certificates evidencing the Initial KRP Call
Shares, Innovex will acquire good, valid, indefeasible and marketable title thereto, free
and clear of any and all encumbrances, charges, restrictions, mortgages, pledges,
security interests, purchase rights or claims of any kind (collectively, “Encumbrances”).
Each of the shares of KRP stock owned by Concorde is freely tradable and, except for any
restrictions imposed by the United States securities laws or restrictions which are
specific to Innovex, will remain freely tradable by Innovex upon transfer of those shares
to it. The Initial KRP Call Shares will represent 24.9% of the total issued and
outstanding KRP Shares as of the Call Option Closing.  




ARTICLE 5 
REPRESENTATIONS AND WARRANTIES OF INNOVEX 




        As
an inducement to Concorde to enter into and perform this Agreement and to consummate the
transactions provided for in the Stock Purchase Agreement, Innovex hereby makes to
Concorde the representations and warranties of Innovex set forth below and such
representations and warranties are true and correct as of the date hereof.  



        5.1   
Organization; Authority. Innovex is a corporation duly incorporated and validly
existing under the laws of the State of Minnesota, with the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by the
Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of the Transaction Documents by Innovex and the
consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of Innovex. This Agreement has been duly
executed by Innovex and, when duly executed and delivered by Concorde, will constitute
the valid and binding obligation of Innovex enforceable against Innovex in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights
generally and to general principles of equity. The Stock Purchase Agreement and the
Registration Rights Agreement, when duly executed by Innovex and Concorde, will
constitute the valid and binding obligations of Innovex, enforceable against Innovex in
accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws of general applicability relating to
or affecting creditors’ rights generally and to general principles of equity.  



        5.2   Investment
Intent. In the event the Call Option is exercised by Innovex, Innovex will be
acquiring the Initial KRP Call Shares for its own account for investment purposes and not
with a view to or for distributing or reselling such securities or any part thereof or
interest therein, without prejudice, however, to Innovex’s right, subject to the
terms of the Stock Purchase Agreement, at all times to sell or otherwise dispose of all
or any part of such securities on the Stock Exchange of Thailand and compliance with U.S.
securities laws.  



        5.3   Accredited
Investor. At the time Innovex was offered the Initial KRP Call Shares it was, and at
the date hereof it is, and at the Call Option Closing Date it will be, an “accredited
investor” as defined in Rule 501 under the Securities Act.  



        5.4   Experience
of Innovex. Innovex, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the Initial
KRP Call Shares and, prior to the expiration of the Rescission Period, it will have
evaluated the merits and risks of such investment to its satisfaction.  



        5.5   Ability
of Innovex to Bear Risk of Investment. Innovex is able to bear the economic risk of
an investment in the Initial KRP Call Shares and is able to afford a complete loss of
such investment.  



        5.6   Reliance.
Innovex understands and acknowledges that (i) the Initial KRP Call Shares are being
offered and sold to Innovex without registration under the Securities Act in a private
placement that is exempt from the registration provisions of the Securities Act; and (ii) the
availability of such exemption depends in part upon the accuracy and truthfulness of the
representations in Sections 5.2 through 5.5.  



        5.7   No
Conflicts. The execution, delivery and performance of the Transaction Documents by
Innovex and the consummation by Innovex of the transactions contemplated thereby do not
and will not (i) conflict with or violate any provision of its Articles of
Incorporation or Bylaws; or (ii) result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental
authority to which Innovex is subject, except in the case of clause (ii), such violations
as could not reasonably be expected to, individually or in the aggregate, have or result
in a material adverse effect on the results of operations, assets or financial condition
of Innovex and its subsidiaries, taken as a whole (an “Innovex Material Adverse
Effect”).  




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        5.8   Consents
and Approvals. Innovex is not required to obtain any consent, waiver, authorization
or order of, or make any filing or registration with, any court or other federal, state,
local or other governmental authority or other person in connection with the execution,
delivery and performance by Innovex of the Transaction Documents, except for the
following, each of which Innovex agrees, if not validly waived, to timely file or receive
or procure timely filing or receipt of: (i) the filing of the Registration
Statement(s) (as defined in the Registration Rights Agreement) with the Securities and
Exchange Commission (the “Commission”); (ii) the application(s) or any
letter(s) acceptable to and approved by the National Association of Securities Dealers,
Inc. (“NASD”) for the designation of the Innovex Shares for trading on the
Nasdaq National Market (and with any other national securities exchange or market on
which Innovex’s common stock is then listed); (iii) any filings, notices,
solicitations or registrations under applicable federal or state securities laws and any
filing that may be required under the HSR Act; (iv) any reports required to be filed with
the United States Department of Commerce indicating a foreign investment by Innovex; (v)
any consents of Innovex lenders to the purchase of KRP Shares; and (vi) other than,
in all other cases, where the failure to obtain such consent, waiver, authorization or
order, or to give or make such notice or filing, would not materially impair or delay the
ability of Innovex to effect the Call Option Closing and to deliver to Concorde the
Innovex Shares in the manner contemplated hereby, by the Stock Purchase Agreement and by
the Registration Rights Agreement.  



        5.9   Litigation;
Proceedings. There is no action, suit, notice of violation, proceeding or
investigation pending or, to the knowledge of Innovex, threatened against or affecting
Innovex before or by any court, governmental or administrative agency or regulatory
authority (federal, state, county, local or foreign) which would adversely affect the
legality, validity or enforceability of any of the Transaction Documents in any respect
or adversely impair Innovex’s ability to perform fully on a timely basis its
obligations under the Transaction Documents.  



        5.10   Innovex
Shares. Innovex’s authorized capital stock consists of 30,000,000 shares of
common stock, par value $.04, of which, as of November 5, 2002, 15,152,175 shares were
outstanding. No shares of common stock of Innovex are entitled to preemptive or similar
rights, nor is any holder of the common stock of Innovex entitled to preemptive or
similar rights. When issued in accordance with the terms hereof and the Stock Purchase
Agreement, the Innovex Shares will be duly authorized, validly issued, fully paid and
non-assessable and shall be designated for trading on Nasdaq. Innovex will at all times
during the Call Option Term maintain an adequate reserve of duly authorized shares of its
common stock to enable it to perform its obligations under this Agreement and the Stock
Purchase Agreement.  



        5.11       SEC
Documents. Innovex has filed all reports required to be filed by it under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including,
pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof
(the foregoing materials being collectively referred to herein as the “SEC Documents”),
on a timely basis, or has received a valid extension of such time of filing and has filed
any such SEC Documents prior to the expiration of any such extension. As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and regulations of
the Commission promulgated thereunder and there were no liabilities as of such dates,
whether or not required by generally accepted accounting principles to be included in
Innovex’s financial statements in such SEC Documents, which would have an Innovex
Material Adverse Effect. The financial statements of Innovex included in the SEC
Documents comply in all material respects with applicable accounting requirements and the
published rules and regulations of the Commission with respect thereto. Such financial
statements have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved, except as may be otherwise
indicated in such financial statements or the notes thereto, and fairly present in all
material respects the financial position of Innovex as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in the case
of unaudited statements, to normal year-end audit adjustments. Since the date of the
financial statements included in Innovex’s last filed Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002, there has been no event, occurrence or
development that has had an Innovex Material Adverse Effect which has not been
specifically disclosed in the SEC Documents or in writing to Concorde by Innovex. There
are no pending or current transactions between Innovex and any of its Affiliates which
are not arm’s length.  



        5.12   
No Default or Violation. Neither the Company nor any Subsidiary is in default
under or in violation of any indenture, loan or credit agreement or any other agreement
or instrument to which it is a party, except to the extent such default or violation
would not constitute an Innovex Material Adverse Effect.  





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ARTICLE 6
COVENANTS AND AGREEMENTS  




        6.1   Innovex
Board Representation. Within 30 days of the date hereof, Innovex will appoint an
individual listed on Exhibit G hereto or another person designated by Concorde and
reasonably acceptable to Innovex to Innovex’s Board of Directors. Innovex also
agrees to nominate such individual for election as a director at Innovex’s next
meeting of shareholders. In the event the Call Option expires or is rescinded, any
nominee of Concorde who is on the Board of Innovex shall, if requested by the Board of
Directors of Innovex, resign from the Innovex Board and Concorde shall take all necessary
action to procure such resignation. So long as a Concorde designee is a member of the
Board of Directors of Innovex, neither Concorde nor the PAMA Funds will hold or acquire,
directly or through any investment vehicle Controlled by PAMA Group Inc., Control of any
company that competes with Innovex in the flex circuit business. In the event the Call
Option Closing occurs, the terms of this Section 6.1 shall be superceded by the terms of
Section 2.8(a) of the Stock Purchase Agreement.  



        6.2   KRP
Board Representation. Within 30 days of the date hereto, Concorde will cause an
individual listed on Exhibit H hereto or another person designated by Innovex and
reasonably acceptable to Concorde to be appointed to KRP’s Board of Directors and
will cause such individual to be nominated for election as a director at KRP’s next
meeting of shareholders. In the event the Call Option expires or is rescinded, any
nominee of Innovex who is on the Board of KRP shall, if requested by the Board of
Directors of KRP or requested by Concorde, resign from the KRP Board and Innovex shall
take all necessary action to procure such resignation. So long as an Innovex nominee is a
member of the Board of Directors of KRP, Innovex will not compete with KRP by producing
suspension arms, directly or through its subsidiaries or Affiliates or by investing in
any company that so competes with KRP. In the event the Call Option Closing occurs, the
terms of this Section 6.2 shall be superceded by the terms of Section 2.8(b) of the Stock
Purchase Agreement.  



        6.3   Innovex
Due Diligence. During the Call Option Term, Innovex will perform customary due
diligence as it deems necessary. Concorde will take all reasonable efforts to make
available to Innovex and its employees, agents and representatives all information
reasonably requested by Innovex relating to KRP’s operations, business and assets.
Concorde will take all reasonable efforts to make available its and KRP’s management
at reasonable times during normal business hours to discuss these matters with Innovex
and its representatives. Innovex will bear its own expenses in conducting the due
diligence described in this Agreement.  



        6.4   Concorde
Due Diligence. During the Call Option Term, Concorde will perform customary due
diligence as it deems necessary. Innovex will take all reasonable efforts to make
available to Concorde and its employees, agents and representatives all information
reasonably requested by Concorde relating to Innovex’s operations, business and
assets. Innovex will take all reasonable efforts to make available its management at
reasonable times during normal business hours to discuss these matters with Concorde and
its representatives. Concorde will bear its own expenses in conducting the due diligence
described in this Agreement.  



        6.5   Transactions
in Innovex Securities. Until the earlier of rescission of exercise of the Call
Option, expiration of the Call Option Term or the Call Option Closing, Concorde agrees
that it will, and will cause all of its officers and directors to, abstain from
purchasing and selling, directly or indirectly, any securities of Innovex in the open
market or otherwise.  



        6.6   Transaction
in KRP Securities. Until the earlier of rescission of exercise of the Call Option,
expiration of the Call Option Term or the Call Option Closing, Innovex agrees that it
will, and will cause all of its officers and directors to, abstain from purchasing and
selling, directly or indirectly, any securities of KRP in the open market or otherwise.  



        6.7   Confidentiality.
Except to the extent required by law (in which case the other party will be notified and,
to the extent practicable, consulted), including any regulatory or governmental
requirements, the transactions contemplated by the Transaction Documents shall not be
disclosed to any other parties (other than employees of Concorde (and its limited
partners), Innovex and KRP that need to know, and provided that they are bound by an
agreement not to disclose such information) without the prior written consent of Concorde
and Innovex.  



ARTICLE 7
OTHER PROVISIONS   




        7.1   Further
Assurances. On or after the date hereof, including after the Call Option Closing,
upon request by any other party, Innovex and Concorde will execute, acknowledge and
deliver, or will cause to be done, executed, acknowledged and delivered, all such further
acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances that
may be required or necessary in order to carry out the intent of this Agreement,
including, without limitation, to permit Innovex to effect the exercise of the Call
Option hereunder and consummation of the Stock Purchase Agreement and the Registration
Rights Agreement (all on the terms and subject to the conditions set forth herein and
therein), or to otherwise carry out the purposes of this Agreement and the related
transactions contemplated hereby.  





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        7.2   Complete
Agreement. This Agreement and the attached Exhibits and the Reciprocal Non-Disclosure
Agreement dated August 19, 2002 constitute the entire agreement between the parties
hereto with respect to the subject matters hereof and thereof and supersede all prior
agreements whether written or oral relating hereto, including the Summary of Terms dated
October 8, 2002.  



        7.3   Survival
of Representations, Warranties and Agreements. If the Call Option Closing occurs, the
representations and warranties contained in Articles 4 and 5 of this Agreement will
survive the Call Option Closing and remain in full force and effect. If the Agreement
terminates as provided in Section 7.17, all representations and warranties contained in
Articles 4 and 5 of this Agreement shall survive for a period of ninety (90) days after
such termination, and shall then expire, except to the extent any such representations or
warranties are the subject of a claim made by a party hereto under Section 7.12 or 7.13
of this Agreement prior to the end of such 90-day period. All covenants and agreements
shall survive in accordance with their respective terms.  



        7.4   Waiver,
Discharge, Amendment, Etc. The failure of any party hereto to enforce at any time any
of the provisions of this Agreement, despite a failure of any condition to such party’s
obligations to occur, shall not, absent an express written waiver signed by the party
making such waiver specifying the provision being waived, be construed to be a waiver of
any such provision, nor in any way to affect the validity of this Agreement or any part
thereof or the right of the party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any other or
subsequent breach. This Agreement may be amended by Innovex and Concorde. Any amendment
to this Agreement shall be in writing and signed by Innovex and Concorde.  



        7.5   Notices.
All notices or other communications to a party required or permitted hereunder shall be
in writing and shall be delivered personally, sent by facsimile transmission (receipt
confirmed), or sent by certified, registered, express mail or nationally recognized
courier service, postage prepaid, as follows, or to such other address or addresses as a
party designates to the other in the manner herein prescribed:  



        if
to Concorde:
                 Concorde (PAPE II) Limited

                 c/o PAMA Group (Hong Kong) Limited

                 32nd floor, Alexandra House

                 18 Chater Road

                 Hong Kong

                 Attention:  The Deal Sponsor – KRP

                 Fax:   852-2877-3748
 




        with
copy to:

                 Thanathip Pichedvanichok

                 Linklaters (Thailand) Ltd.

                 20th Floor Capital Tower

                 All Seasons Place

                 87/1 Wireless Road

                 Bangkok 10330 Thailand

                 Fax: 662–305–8010
 



        if
to Innovex to:

                 Innovex, Inc.

                 5540 Pioneer Creek Drive

                 Maple Plain, MN 55359-9003

                 Attention: Chief Financial Officer

                 Fax:  1-763-479-5392
  



        with
copy to:

                  Charles P. Moorse, Esq.

                  Lindquist & Vennum P.L.L.P.

                  4200 IDS Center

                  80 South 8th Street

                  Minneapolis, MN  55402

                  Fax:  1-612-371-3207






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All notices shall be deemed given on
the day when actually delivered as provided above (if delivered personally or by telecopy)
or on the day shown on the return receipt (if delivered by mail or delivery service). 



        7.6   
Public Announcement. No party to this Agreement will publicly or privately
disclose or divulge any provisions of this Agreement or the transactions contemplated
hereby without the other party’s written consent, except as may be required by
applicable law, rule, regulation, order or stock exchange regulation, and except for
communications with counsel, accountants and advisors about the transaction and
communications allowed under Section 6.7. The timing, form and content of any
announcements shall be subject to written approval of Concorde and Innovex. Any
announcement referencing KRP or Seagate shall, if practicable, be provided to KRP or
Seagate, as the case may be, for comment and approval.  



        7.7   
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the principles of conflict of
law thereof.  



        7.8   Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors and assigns. Except as provided in Section
2.1, neither party may assign this Agreement or its rights hereunder without the prior
written consent of the other party.  



        7.9   Titles
and Headings; Construction. The titles and headings to the Articles and Sections
herein are inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement. This Agreement
shall be construed without regard to any presumption or other rule requiring construction
hereof against the party causing this Agreement to be drafted.  



        7.10   No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.  



        7.11   Execution.
This Agreement may be executed in two or more counterparts, all of which, when taken
together, shall constitute one and the same agreement, it being understood that no
parties need to sign the same counterpart. In the event that any signature is delivered
by facsimile transmission, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) the same with the
same force and effect as if such facsimile signature page were an original thereof.  



        7.12   Arbitration.
Any dispute arising out of or relating to this Agreement, including the formation,
interpretation or alleged breach hereof, and all disputes seeking monetary damages, that
are not amicably settled between the parties shall be exclusively resolved by arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association with the arbitration to be conducted with one arbitrator in San Francisco,
California. The arbitrator shall be mutually agreed upon by Concorde and Innovex. If the
parties fail to so agree, the arbitrator shall be selected as provided in the Commercial
Arbitration Rules. The results of such arbitration proceedings shall be binding upon the
parties hereto, and judgment may entered upon the arbitration award in any court having
jurisdiction thereof. Notwithstanding the foregoing, injunctive relief shall be sought
solely from a court of competent jurisdiction pursuant to Section 7.13.  



        7.13   Specific
Performance. Each party agrees that in the event of the breach by the other party of
any provision of this Agreement, it may be without an adequate remedy at law. Each party
therefore agrees that in the event of any such breach or threatened breach of any
provision of this Agreement, the other party may elect to institute and prosecute
proceedings in a court of competent jurisdiction to enforce specific performance or to
enjoin the continuing breach of such provision. By seeking or obtaining any such relief,
such party will not be precluded from seeking or obtaining any other relief to which it
may be entitled, including damages for breach of this Agreement, but such other relief
shall be obtained only in accordance with the procedures referred to in Section 7.12
hereof.  



        7.14   
No Duplication. It is understood and agreed, with respect to Sections 7.12 and 7.13
above, that (i) no action shall be brought before an arbitrator pursuant to Section 7.12
in respect of any claim or any subject matter that is at such time the subject of an
action in a court of competent jurisdiction pursuant to Section 7.13; and (ii) no action
shall be brought before a court of competent jurisdiction pursuant to Section 7.13 in
respect of any claim or any subject matter that is at such time the subject of an action
before an arbitrator pursuant to Section 7.12. In the event there are any such concurrent
overlapping actions, that which was filed or commenced on the earlier date (the
“First Action”) shall be allowed to proceed and each party will take such steps
as are necessary to ensure that all other actions in respect of the same are stayed or
suspended until such time as a resolution is reached in the First Action. At such time,
all steps shall be taken to ensure that such resolution of the First Action shall be
considered in any other actions relating to the same subject matter and in no event is
there intended to be, nor shall there be, multiple recoveries in respect of any claim
hereunder. 





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        7.15   Consent
to Jurisdiction. Each of the parties hereto irrevocably unconditionally submits, for
itself and its property, to the exclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any appellate
court from there in any action or proceeding for specific performance or injunctive
relief arising out of or related to this Agreement or the transactions contemplated
hereby or for recognition or enforcement of any judgment relating thereto, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York
State court or, to the extent permitted by law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.  



        7.16   Expenses.
Each party shall pay the fees and expenses of its advisors, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
Notwithstanding the foregoing, in the event Innovex exercises the Call Option and
rescinds the same as provided in Section 2.3, Innovex shall pay Concorde’s
reasonable expenses of preparing for the Call Option Closing which are incurred from the
date of the Exercise Notice until the date of rescission unless such rescission is due to
a material breach of any representation or warranty (as may be updated by Concorde in
writing prior to the delivery by Innovex of the Exercise Notice) or failure by Concorde
to meet any material obligation hereunder, in which case Concorde shall bear such
expenses.  



        7.17   Severability.
In case any one or more of the provisions of this Agreement shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and
provisions of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision which shall be a
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.  



        7.18   Termination.  



        (a)             Notwithstanding
any provision to this Agreement to the contrary, this Agreement           shall be
terminated, and the transactions contemplated by this Agreement           abandoned: (i)
at any time by mutual written consent of Innovex and Concorde;           (ii) in the
event Innovex rescinds its Exercise Notice as provided in           Section 2.3(c);
(iii) in the event Innovex fails to exercise its option           prior to the expiration
of the Call Option Term; or (iv) in the event the Stock           Purchase Agreement is
executed by the parties hereto but the Call Option Closing           does not occur.  



        (b)             In
the event of the termination of this Agreement pursuant to           Section 7.17(a),
this Agreement shall forthwith become void and shall have           no effect, without
any liability on the part of any party or its directors,           officers or
shareholders, subject to Section 7.16. Nothing contained in this           Section 7.17(b)
shall relieve any party for any breach of this Agreement,           provided any claim
for breach of this Agreement is made within the time period           and in the manner
set forth in Section 7.3 hereof.  



        IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in the
manner appropriate for each, and to be dated as of the date first above written.  










	
      

        

      		
       Innovex, Inc. 

        

        

        By:___________________________________ 

              Its:________________________________

        

        

        Concorde PAPE II 

        

        

        By:___________________________________

              Its:________________________________

      

       

      






	


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