Innovex, Inc.










	




Exhibit 4.1   



FIRST AMENDMENT AND
COMPLETE RESTATEMENT  



OF THE  



INNOVEX, INC.
EMPLOYEE STOCK
PURCHASE PLAN  



          WHEREAS,
the Board of Directors approved the Innovex, Inc. Employee Stock Purchase Plan (the
“Plan”) on October 29, 1999;  



          WHEREAS,
pursuant to its annual shareholders meeting held on January 19, 2000, the shareholders of
Innovex, Inc. approved the Plan with an effective date of April 1, 2000;  



          WHEREFORE,
to improve administrative efficiency and reduce administrative costs, the Board
of Directors of Innovex, Inc. have approved and adopted this First Amendment and
Complete Restatement of the Innovex, Inc. Employee Stock Purchase Plan as
follows:  



          1.  Establishment
of Plan. INNOVEX, INC. (hereinafter referred to as the “Company”)
proposes to grant to certain employees of the Company the opportunity to
purchase common stock of the Company. Such common stock shall be purchased
pursuant to the plan herein set forth which shall be known as the “INNOVEX,
INC. EMPLOYEE STOCK PURCHASE PLAN” (hereinafter referred to as the
“Plan”). The Company intends that the Plan shall qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Internal
Revenue Code of 1986, as amended, and shall be construed in a manner consistent
with the requirements of said Section 423 and the regulations thereunder.
 



          2.  Purpose. The
Plan is intended to encourage stock ownership by employees of the Company and
any of its Subsidiaries to which the Company and such respective Subsidiaries by
action of their Boards of Directors shall make this Plan applicable. The Plan is
further intended as an incentive to them to remain in employment, improve
operations, increase profits, and contribute more significantly to the
Company’s success, and to permit the Company to compete with other
corporations offering similar plans in obtaining and retaining the services of
competent employees.  



          3.  Administration.  







	  	            




	  	          (a)                 The
Plan shall be administered by a stock purchase committee (hereinafter referred
to as the “Committee”), consisting of two or more directors or
employees of the Company, as designated by the Board of Directors of the Company
(hereinafter referred to as the “Board of Directors”). The Board of
Directors shall fill all vacancies in the Committee and may remove any member of
the Committee at any time, with or without cause.  







	  	          (b)                 Unless
the Board of Directors limits the authority delegated to the Committee in its
appointment, the Committee shall be vested with full authority to make,
administer, and interpret such rules and regulations as it deems necessary to
administer the Plan. For all purposes of this Plan other than this Paragraph
3(b), references to the Committee shall also refer to the Board of Directors.
 







	  	          (c)                 The
Committee shall select its own chairman and hold its meetings at such times and
places as it may determine. All determinations of the Committee shall be made by
a majority of its members. Any decision which is made in writing and signed by a
majority of the members of the Committee shall be effective as fully as though
made by a majority vote at a meeting duly called and held.  







	




















	  	          (d)                 The
determinations of the Committee shall be made in accordance with its judgment as
to the best interests of the Company, its employees and its shareholders and in
accordance with the purposes of the Plan; provided, however, that the provisions
of the Plan shall be construed in a manner consistent with the requirements of
Section 423 of the Internal Revenue Code, as amended. Such determinations shall
be binding upon the Company and the participants in the Plan unless otherwise
determined by the Board of Directors.  







	  	          (e)                 The
Company shall pay all expenses of administering the Plan. No member of the Board
of Directors or the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any option granted under it. The
Company shall indemnify each member of the Committee against any and all claims,
loss, damages, expenses (including counsel fees approved by the Committee), and
liability (including any amounts paid in settlement with the Committee’s
approval) arising from any loss or damage or depreciation which may result in
connection with the execution of his or her duties or the exercise of his or her
discretion, or from any other action or failure to act hereunder, except when
the same is judicially determined to be due to gross negligence or willful
misconduct of such member.  







	


          4.
Duration and Phases of the Plan.  










	  	          (a)                 The
Plan will commence on April 1, 2000 or such later date specified by the
Committee, and will terminate September 30, 2005, except that any Phase
commenced prior to such termination shall, if necessary, be allowed to continue
beyond such termination until completion. Notwithstanding the foregoing, this
Plan shall be considered of no force or effect and any options granted shall be
considered null and void unless the holders of a majority of all of the issued
and outstanding shares of the common stock of the Company approve the Plan
within twelve (12) months after the date of its adoption by the Board of
Directors. The Plan year shall be the same as the Company’s fiscal year,
ending each September 30.  







	  	          (b)                 The
Plan shall be carried out in one or more Phases, each Phase being for a period
of six months, or such shorter or longer period of time (not to exceed 27
months) as may be determined by the Committee prior to the commencement of a
Phase. No Phase shall run concurrently with any other Phase but a Phase may
commence immediately after the termination of the preceding Phase. The existence
and date of commencement of a Phase (the “Commencement Date”) shall be
determined by the Committee and shall terminate on a date (the “Termination
Date”) which is not more than 365 days from a Commencement Date, provided
that the commencement of the first Phase shall be within six months before or
twelve months after the date of approval of the Plan by the shareholders of the
Company. In the event all of the stock reserved for grant of options hereunder
is issued pursuant to the terms hereof prior to the commencement of one or more
Phases scheduled by the Committee or the number of shares remaining is so small,
in the opinion of the Committee, as to render administration of any succeeding
Phase impracticable, such Phase or Phases shall be canceled. Phases shall be
numbered successively as Phase 1, Phase 2, Phase 3, etc.  







	  	          (c)                 The
Board of Directors may elect to accelerate the Termination Date of any Phase
effective on the date specified by the Board of Directors in the event of (i)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares would be
converted into cash, securities or other property, other than a merger of the
Company in which shareholders immediately prior to the merger have the same
proportionate ownership of stock in the surviving corporation immediately after
the merger; or (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Company. Subject to any required action by the shareholders,
if the Company shall be involved in any merger or consolidation, in which it is
not the surviving corporation, and if the Board of Directors does not accelerate
the Termination Date of the Phase, each outstanding option shall pertain to and
apply to the securities or other rights to which a holder of the number of
shares subject to the option would have been entitled.  







	


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(d)   A dissolution or liquidation of the Company shall cause each
outstanding option to terminate, provided in such event that, immediately prior
to such dissolution or liquidation, each Participant shall be repaid the payroll
deductions credited to his account without interest.  






	


          5.  Eligibility. All
Employees, as defined in Paragraph 18 hereof who have completed six or more
months of employment service for the Company prior to the Commencement Date of a
Phase shall be eligible to participate in such Phase. Any Employee who is a
member of the Board of Directors of the Company who satisfies the above
requirements shall be eligible to participate in the Plan.  



          6.
Participation.  










	  	          (a)            Participation
in the Plan is voluntary. An eligible Employee may elect to participate in the
Plan, and thereby become a “Participant” in the Plan, by completing
the Enrollment Form provided by the Company and delivering it to the Company or
its designated representative at least five days prior to an Enrollment Date and
five days prior to the Commencement Date of that Phase. The Enrollment Date
shall be established by the Committee, which shall be no less often than annual
and shall coincide with one, but need not coincide with each, Commencement Date.
The first Commencement Date shall be April 1, 2000. Payroll deductions for a
Participant shall commence on the first payday after the Commencement Date of
the Phase and shall terminate on the last payday immediately prior to or
coinciding with the Termination Date of that Phase unless sooner terminated by
the Participant as provided in Paragraph 9 hereof. A Participant who ceases to
be an eligible Employee, although still employed by the Company, thereupon shall
be deemed to discontinue his or her participation in the Plan and shall have the
rights provided in Section 9.  







	  	          (b)            Once
enrolled in the Plan, a Participant will continue to participate in the Plan
until he or she ceases to be an Eligible Employee, withdraws from the Plan
pursuant to Section 9 or reaches the end of the Plan Period. A Participant who
withdraws from the Plan pursuant to Section 9 may again become a Participant, if
he or she is then an Eligible Employee, by proceeding as provided in Section
6(a) above. A Participant whose payroll deductions were discontinued because of
Section 8(a)(iv)(A) will automatically resume participation at the beginning of
the earliest Phase of the Plan ending in the next calendar year, if he or she is
then an Eligible Employee.  







          7.  
Payroll Deductions.  



	  	          (a)                 Upon
enrollment, a Participant shall elect to make contributions to the Plan by
payroll deductions, in the aggregate amount not in excess of 10% of such
Participant’s Pay (as determined in accordance with Paragraph 18 hereof)
for the term of the Phase or smaller percentage as may be determined by the
Committee prior to the commencement of a Phase). The minimum authorization shall
be 1% of a Participant’s Pay per pay period.  







	  	          (b)                 In
the event that the Participant’s compensation for any pay period is
terminated or reduced from the compensation rate for such a period as of the
Commencement Date of the Phase for any reason so that the amount actually
withheld on behalf of the Participant as of the Termination Date of the Phase is
less than the amount anticipated to be withheld over the Phase as determined on
the Commencement Date of the Phase, then the extent to which the Participant may
exercise his option shall be based on the amount actually withheld on his
behalf. In the event of a change in the pay period of any Participant, such as
from bi-weekly to monthly, an appropriate adjustment shall be made to the
deduction in each new pay period so as to ensure the deduction of the proper
amount authorized by the Participant.  







	


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	  	          (c)                 A
Participant may discontinue his participation in the Phase and terminate his
payroll deduction authorized at such times as determined by the Committee and
shall have the rights provided in Section 9. No change can be made during a
Phase of the Plan which would either change the time or increase or decrease the
rate of his payroll deductions.  







	  	          (d)                 All
payroll deductions made for Participants shall be credited to their respective
accounts under the Plan. A Participant may not make any separate cash payments
into such account.  







	


          8.
Options.  










	  	          (a)
  Grant of Option.   







	 	
(i)   A Participant who is employed by the Company as of the
Commencement Date of a Phase shall be granted an option as of such date to
purchase a number of full and fractional shares of Company common stock to be
determined by dividing the total amount to be credited to that
Participant’s account under Paragraph 7 hereof by the option price set
forth in Paragraph 8(a)(ii) hereof, subject to the limitations of Paragraph
8(a)(iv) and Paragraph 10 hereof.  






	 	
(i)   The option price for such shares of common stock shall be the
lower of:  






	  	          A.
Eighty-five percent (85%) of the Fair Market Value of such shares of common
          stock on the Commencement Date of the Phase; or   







	  	          B.
Eighty-five percent (85%) of the Fair Market Value of such shares of common
          stock on the Termination Date of the Phase.   







	  	          (ii)                 Stock
options granted pursuant to the Plan may be evidenced by agreements in such form
as the Committee shall approve, provided that all Employees shall have the same
rights and privileges and provided further that such options shall comply with
and be subject to the terms and conditions set forth herein. The Committee may
conclude that agreements are not necessary.  







	  	          (iii)                 Anything
herein to the contrary notwithstanding, no Employee shall be granted an option
hereunder:  







	  	          A.
        Which permits his rights to purchase
stock under all employee stock purchase plans of the Company, its Subsidiaries
or its parent, if any, to accrue at a rate which exceeds the lesser of
Twenty-Five Thousand Dollars ($25,000) of the Fair Market Value of such stock
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time or 1,500 shares per Phase; or  







	


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	  	          C.
If immediately after the grant such Employee would own and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company, its
parent, if any, or of any subsidiary of the Company. For purposes of determining
stock ownership under this Paragraph, the rules of Section 424(d) of the
Internal Revenue Code, as amended, shall apply.  







	  	          (iv)    The
grant of an option pursuant to this Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.  







	  	          (b)   Exercise
of Option.  







	  	          (i)     Unless
a Participant gives written notice to the Company pursuant to Paragraph 9 prior to the
Termination Date of a Phase, his option for the purchase of shares will be exercised
automatically for him as of such Termination Date for the purchase of the number of full
and fractional shares of Company common stock which the accumulated payroll deductions in
his account at that time will purchase at the applicable option price, but in no event
shall the number of full and fractional shares be greater than the number of full and
fractional shares to which a Participant would have been eligible to purchase under
Section 8(a)(i), and subject to the limitations set forth in Paragraph 10 hereof.  







	  	          (ii)     The
Company shall, in addition, return to the Participant a cash payment equal to the
balance, if any, in his account which was not used for the purchase of common stock,
without interest, as promptly as practicable after the Termination Date of any Phase.  







	  	          (iii)     The
Committee may appoint a registered broker dealer to act as agent for the Company in
holding and performing ministerial duties in connection with the Plan, excluding, but not
limited to, maintaining records of stock ownership by Participants and holding stock in
its own name for the benefit of the Participants. No trust or escrow arrangement shall be
express or implied by the exercise of such duties by the agent. A Participant may, at any
time, request of the agent that any shares allocated to the Participant be registered in
the name of the Participant or in joint tenancy with the Participant, in which event the
agent shall issue a certificate for the whole number of shares in the name of the
Participant (and his joint tenant, if any) and shall deliver to the Participant any cash
for fractional shares, based on the then Fair Market Value of the shares on the date of
issuance.  







	  	          (c)    Dividend
Reinvestment. Unless the Committee designates otherwise, and except as provided in this
section, dividends on a Participant’s shares will automatically be reinvested in
additional shares of stock of the Company. If a Participant desires to receive dividends
in the form of cash, he must request that a certificate for such shares be issued in the
name of the Participant by filing an appropriate form with the Company. Any shares
purchased through the reinvestment of dividends may be issued from the shares authorized
under this Plan or purchased on the open market, as directed by the Committee. If the
shares are purchased directly from the Company, the purchase price shall be the Fair
Market Value of a share or the date such dividends are paid. Otherwise, the purchase
price may be an average of shares purchased on the open market with the aggregate amount
of dividends.  







	


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	  	          (d)
   Disposition of Option Shares. For a period of up to 12 months beginning on
the date of exercise of options granted pursuant to the Plan, each share of stock issued
may not, without the consent of the Committee, which consent shall be provided in a
uniform and nondiscriminatory manner for similarly situated Participants, be sold,
transferred, pledged or encumbered (including payment of the price upon subsequent
exercise of options, or pay income tax on such exercise). The Committee may waive such
restrictions with respect to stock acquired upon the exercise of options granted or to be
granted during any Phase of the Plan, either prior to or at any time subsequent to the
Commencement Date of the Phase and may establish uniform rules for the transfer of such
stock during such period. During the period such shares are subject to the restrictions
of this subsection (d), such shares shall be held by the transfer agent or the Company,
or an appropriate legend describing the restriction and referencing the Plan shall be
placed on the certificate evidencing such stock.  







	


          9.
  Withdrawal or Termination of Participation.   










	  	          (a)
    A Participant may, at any time prior to the Termination Date of a Phase,
withdraw all payroll deductions then credited to his account by giving written notice to
the Company. Promptly upon receipt of such notice of withdrawal, all payroll deductions
credited to the Participant’s account will be paid to him without interest accrued
thereon and no further payroll deductions will be made during the Phase. In such event,
the option granted the Participant under that Phase of the Plan shall lapse immediately.
Partial withdrawals of payroll deductions hereunder may not be made.  







	  	          (b)
    Notwithstanding the provisions of Section 8(a) above, if a Participant
files reports pursuant to Section 16 of the Securities Exchange Act of 1934 (at the
Commencement Date of a Phase or becomes obligated to file such reports during a Phase)
then such a Participant shall not have the right to withdraw all or a portion of the
accumulated payroll deductions except in accordance with Sections 8(c) and (d) below.  







	  	          (c)
    In the event of the death of a Participant, the person or persons specified
in Paragraph 14 may give notice to the Company within sixty (60) days of the death of the
Participant electing to purchase the number of full shares which the accumulated payroll
deductions in the account of such deceased Participant will purchase at the option price
specified in Paragraph 8(a)(ii) and have the balance in the account distributed in cash
without interest accrued thereon to the person or persons specified in Paragraph 14. If
no such notice is received by the Company within said sixty (60) days, the accumulated
payroll deductions will be distributed in full in cash without interest accrued thereon
to the person or persons specified in Paragraph 14.  







	  	          (d)
    Upon termination of Participant’s employment for any reason other than
death of the Participant, the payroll deductions credited to his account, without
interest, shall be returned to him.  







	  	          (e)
    The Committee shall be entitled to make such rules, regulations and
determination as it deems appropriate under the Plan in respect of any leave of absence
taken by or disability of any Participant. Without limiting the generality of the
foregoing, the Committee shall be entitled to determine:  







	


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	  	          (i)
    whether or not any such leave of absence shall constitute a termination of
employment for purposes of the Plan; and  







	  	          (ii)     the
impact, of any, of any such leave of absence on options under the Plan theretofore
granted to any Participant who takes such leave of absence.  







	  	          (f)
    A Participant who discontinues his participation during a Phase shall not
be permitted to recommence participation until the next Enrollment Date. A Participant’s
withdrawal will not have any effect upon his eligibility to participate in any succeeding
Phase of the Plan that commences after the next Enrollment Date or in any similar plan
which may hereafter be adopted by the Company.  







	


          10.   Stock
Reserved for Options.   










	  	          (a)
    The maximum number of shares of the Company’s common stock to be
issued upon the exercise of options to be granted under the Plan shall be Two Hundred
Fifty Thousand (250,000). Such shares may, at the election of the Board of Directors, be
either treasury shares, shares authorized but not issued or shares acquired in the open
market by the Company. Shares subject to the unexercised portion of any lapsed or expired
option may again be subject to option under the Plan.  







	  	          (b)
  If the total number of shares of the Company common stock for which options are to be
granted for a given Phase as specified in Paragraph 8 exceeds the number of shares then
remaining available under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding) and if the Committee does not elect to cancel
such Phase pursuant to Paragraph 4, the Committee shall make a pro rata allocation of the
shares remaining available in as uniform and equitable a manner as it shall consider
practicable. In such event, the options to be granted and the payroll deductions to be
made pursuant to the Plan which would otherwise be effected may, in the discretion of the
Committee, be reduced accordingly. The Committee shall give written notice of such
reduction to each Participant affected.  







	  	          (c)
    The Participant (or a joint tenant named pursuant to Paragraph 10(d)
hereof) shall have no rights as a shareholder with respect to any shares subject to the
Participant’s option until the date of the issuance of a stock certificate
evidencing such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or other
rights for which the record date is prior to the date such stock certificate is actually
issued, except as otherwise provided in Paragraph 12 hereof.  







	  	          (d)
  The shares of the Company common stock to be delivered to a Participant pursuant to the
exercise of an option under the Plan will be registered in the name of the Participant
or, if the Participant so directs by written notice to the Committee prior to the
Termination Date of that Phase of the Plan, in the names of the Participant and one other
person the Participant may designate as his joint tenant with rights of survivorship, to
the extent permitted by law.  







	


          11.
        Accounting and Use of Funds. Payroll deductions for each Participant
shall be credited to an account established for him under the Plan. Such account shall be
solely for bookkeeping purposes and no separate fund or trust shall be established
hereunder and the Company shall not be obligated to segregate such funds. All funds from
payroll deductions received or held by the Company under the Plan may be used, without
limitation, for any corporate purpose by the Company.  




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          12.   Adjustment
Provision.   










	  	          (a)
    Subject to any required action by the shareholders of the Company, the
number of shares covered by each outstanding option, and the price per share thereof in
each such option, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of the Company common stock resulting from a subdivision or
consolidation of shares or the payment of a share dividend (but only on the shares) or
any other increase or decrease in the number of such shares effected without receipt of
consideration by the Company.  







	  	          (b)
    In the event of a change in the shares of the Company as presently
constituted, which is limited to a change of all its authorized shares with par value
into the same number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the shares within the meaning
of this Plan.  







	  	          (c)
    To the extent that the foregoing adjustments relate to shares or securities
of the Company, such adjustments shall be made by the Committee, and its determination in
that respect shall be final, binding and conclusive, provided that each option granted
pursuant to this Plan shall not be adjusted in a manner that causes the option to fail to
continue to qualify as an option issued pursuant to an “employee stock purchase plan” within
the meaning of Section 423 of the Code.  







	  	          (d)
    Except as hereinbefore expressly provided in this Paragraph 12, the
optionee shall have no right by reason of any subdivision or consolidation of shares of
any class or the payment of any stock dividend or any other increase or decrease in the
number of shares of any class or by reason of any dissolution, liquidation, merger, or
consolidation or spin-off of assets or stock of another corporation, and any issue by the
Company of shares of any class, or securities convertible into shares of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of shares subject to the option.  







	


          13.  Non-Transferability
of Options.  










	  	          (a)     Options
granted under any Phase of the Plan shall not be transferable except under the laws of
descent and distribution and shall be exercisable only by the Participant during his
lifetime and after his death only by his beneficiary of the representative of his estate
as provided in Paragraph 9(b) hereof.  







	  	          (b)
    Neither payroll deductions credited to a Participant’s account, nor
any rights with regard to the exercise of an option or to receive common stock under any
Phase of the Plan may be assigned, transferred, pledged or otherwise disposed of in any
way by the Participant. Any such attempted assignment, transfer, pledge or other
disposition shall be null and void and without effect, except that the Company may, at
its option, treat such act as an election to withdraw funds in accordance with Paragraph
9.  







	


          14.  
        Designation of Beneficiary. A Participant may file a written
designation of a beneficiary who is to receive any cash to the Participant’s credit
without interest thereon under any Phase of the Plan in the event of such Participant’s
death prior to exercise of his option pursuant to Paragraph 8(b) hereof, or to exercise
his option and become entitled to any stock and/or cash upon such exercise in the event
of the Participant’s death prior to exercise of the option pursuant to Paragraph
8(b) hereof. The beneficiary designation may be changed by the Participant at any time
upon receipt of a written notice by the Company.  



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          Upon
the death of a Participant and upon receipt by the Company of proof deemed adequate by it
of the identity and existence at the Participant’s death of a beneficiary validly
designated under the Plan, the Company shall in the event of the Participant’s
death, allow such beneficiary to exercise the Participant’s option pursuant to
Paragraph 9(c) if such beneficiary is living on the Termination Date of the Phase and
deliver to such beneficiary the appropriate stock and/or cash after exercise of the
option. In the event there is not validly designated beneficiary under the Plan who is
living at the time of the Participant’s death or in the event the option lapses, the
Company shall deliver the cash credited to the account of the Participant without
interest to the executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed to the knowledge of the Company, it may, in
its discretion, deliver such cash to the spouse (or, if no surviving spouse, to any one
or more children of the Participant), or if no spouse or child is known to the Company,
then to such relatives of the Participant known to the Company as would be entitled to
such amounts, under the laws of intestacy in the deceased Participant’s domicile as
though named as the designated beneficiary hereunder. The Company will not be responsible
for or be required to give effect to the disposition of any cash or stock or the exercise
of any option in accordance with any will or other testamentary disposition made by such
Participant or in accordance with the provision of any law concerning intestacy, or
otherwise. No designated beneficiary shall, prior to the death of a Participant by whom
he has been designated, acquire any interest in any stock or in any option or in the cash
credited to the Participant under any Phase of the Plan.  



          15.  
Amendment and Termination. The Plan may be terminated at any time by the Board of
Directors provided that, except as permitted in Paragraph 4(c) with respect to an
acceleration of the Termination Date of any Phase, no such termination will take effect
with respect to any options then outstanding. Also, the Board may, from time to time,
amend the Plan as it may deem proper and in the best interests of the Company or as may
be necessary to comply with Section 423 of the Internal Revenue Code of 1986, as amended,
or other applicable laws or regulations; provided, however, that no such amendment shall,
without prior approval of the shareholders of the Company (1) increase the total number
of shares for which options may be granted under the Plan (except as provided in
Paragraph 12 herein), (2) permit aggregate payroll deductions in excess of ten percent
(10%) of a Participant’s compensation as of the Commencement Date of a Phase, or (3)
impair any outstanding option.   



          16.  
Notices. All notices or other communications in connection with the Plan or any
Phase thereof shall be in the form specified by the Committee and shall be deemed to have
been duly given when received by the Participant or his designated personal
representative or beneficiary or by the Company or its designated representative, as the
case may be.   



          17.  
Participation of Subsidiaries. The Employees of any Subsidiary of the Company, who
are citizens of the United States or are resident aliens of the United States, shall be
entitled to participate in the Plan on the same basis as Employees of the Company, unless
the Board of Directors determines otherwise. Effective as of the date of coverage of any
Subsidiary, any references herein to the “Company” shall be interpreted as
referring to such Subsidiary as well as to INNOVEX, INC.   



          18.  
Definitions.   










	  	          (a)
    “Subsidiary” shall include any domestic corporation defined as a
subsidiary of the Company in Section 424(f) of the Internal Revenue Code of 1986, as
amended.  







	  	          (b)
    “Employee” shall mean any employee, including an officer, of the
Company who as of the day immediately preceding the Commencement Date of a Phase is
customarily employed by the Company for more than twenty (20) hours per week and more
than five (5) months in a calendar year.  







	


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	  	          (c)
    “Fair Market Value” shall mean, if the common stock of the
Company is registered, the Fair Market Value of the shares shall be the closing price of
the stock on the applicable date or the nearest prior business day on which trading
occurred on the NASDAQ National Market. If the common stock is not registered, the Fair
Market Value of shares of common stock of the Company shall be determined by the
Committee for each valuation date in a manner acceptable under Section 423 of the
Internal Revenue Code of 1986.  







	  	          (d)
    “Pay” is the regular pay for employment for each employee as
annualized for a twelve (12) month period, including salary reduction contributions by
the Participant under any plan of the Employer pursuant to Code §§ 401(k) or
125, but exclusive of overtime, commissions, bonuses, disability payments, shift
differentials, incentives and other similar payments, determined as of the Commencement
Date of each Phase.  







	


          19.
  Miscellaneous.   










	  	          (a)
  No Employment Rights. The Plan shall not, directly or indirectly, create any
right for the benefit of any Employee or class of Employees to purchase any shares under
the Plan, or create in any Employee or class of Employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to interfere in any
way with the Company’s right to terminate, or otherwise modify, an Employee’s
employment at any time.  







	  	          (b)
  Effect of Plan. The provisions of the Plan shall, in accordance with its
terms, be binding upon, and inure to the benefit of, all successors of each Employee
participating in the Plan, including, without limitation, such Employee’s estate and
the executors, administrators or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy, or representative of creditors of such Employee.  







	  	          (c)
  Governing Law. The law of the State of Minnesota will govern all matters
relating to this Plan except to the extent it is superseded by the laws of the United
States.  







	  	          (d)
  Registration and Qualification of Shares. The offering of the shares
hereunder shall be subject to the effecting by the Company of any registration or
qualification of the shares under any federal or state law or the obtaining of the
consent or approval of any governmental regulatory body which the Company shall
determine, in its sole discretion, is necessary or desirable as a condition to or in
connection with, the offering or the issue or purchase of the shares covered thereby. The
Company shall make every reasonable effort to effect such registration or qualification
or to obtain such consent or approval.  







	  	          (e)
   Plan Preconditions. The Plan is expressly made subject to (i) the approval
by shareholders of the Company, and (ii) at its election, the receipt by the Company from
the Internal Revenue Service of a determination letter or ruling, in scope and content
satisfactory to counsel, respecting the qualification of the Plan within the meaning of
Section 423 of the Code. If the Plan is not so approved by the shareholders and if, at
the election of the Company, the aforesaid determination letter or ruling from the
Internal Revenue Service is not received on or before one year after this Plan’s
adoption by the Board of Directors, this Plan shall not come into effect. In such case,
the accumulated payroll deductions credited to the account of each Participant shall
forthwith be repaid to him without interest.  







	


10  


















	




Approved by Board of Directors:
October 21, 1999  



Approved by Shareholders: January
19, 2000  



Amended by Board of Directors: March
1, 2000  



Amended by Board of Directors
October 10, 2003  



Approved by Shareholders January 20,
2004  



11