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 December 31, 2008.

WHEREAS, the Employee and the Company entered into an Employment Agreement dated
as of October 19, 2005, as amended January 16, 2008 (the "Existing Agreement");
and

WHEREAS, 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 30% 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 30%
          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;

(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

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          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 30% 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.

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.

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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.

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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

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          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. Innovex will make any
          payment or reimbursement expenses no later than 10 days from the later
          of the date the amount was incurred or the date the invoice was
          submitted by Employee. No payment or reimbursement in any year shall
          affect the amount of payment or reimbursement in any other year and
          the right to the payment or reimbursement cannot be liquidated or
          exchanged for any other benefit.

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;
          provided, however, that prior to such notice, Employee had provided
          written notice to the Board within 90 days of the occurrence of an
          event constituting Good Reason, and Innovex had failed to cure any
          breach (if capable of cure) within a reasonable period of time, not to
          exceed 10 days from the date of the initial notice. 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

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          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.

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

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          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.

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.

5.8       Separation from Service. The phrases similar to "termination of
          employment," "terminate employment" and "voluntary resignation" in the
          Agreement shall be interpreted to mean a "separation from service'" as
          defined in Treas. Reg. ss.1.409A-1(h), except Employee's service as a
          member of the Board of Directors of Innovex (and any entity that is
          part of a controlled group of which Innovex is a member) shall be
          disregarded in determining whether a separation from service has
          occurred.

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

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          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.

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

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          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.

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;

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<PAGE>

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.

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

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          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. It is the intention of the parties that this
          Agreement shall be exempt from the requirements of Code ss.409A as a
          separation pay plan. Accordingly, all provisions herein shall be
          construed to exempt such payment from the definition of "deferral of
          compensation" that is subject to Code ss.409A in the least restrictive
          manner necessary without any diminution in the value of the payments
          to the Employee, so as to avoid the imposition of taxes and penalties
          pursuant to Code ss.409A.

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: December 31, 2008                /s/Terry Dauenhauer
                                        -------------------
                                        Terry Dauenhauer


                                        INNOVEX, INC.

Dated: December 31, 2008                /s/ Randy Acres
                                        ---------------
                                        By:  Randy Acres
                                        Its:  Senior Vice President and CFO


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