8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (date of earliest event reported): October 12, 2009

	Innovex, Inc.
(Exact name of Registrant as Specified in its Charter)

	Minnesota
(State Or Other Jurisdiction Of Incorporation)

000-13143	41-1223933
(Commission File Number)	(I.R.S. Employer Identification No.)

3033 Campus Drive, Suite E180 Plymouth, MN	55441
(Address Of Principal Executive Offices)	(Zip Code)

	(763) 383-4000
Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.

ITEM 5.02	Departure of Directors or Certain Officers; Election of Directors;
	Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Separation Agreement with Terry M. Dauenhauer:

Effective October 12, 2009, John M. Clark was elected Interim Chief Executive Officer of Innovex, Inc. (the “Company.”)  Terry M. Dauenhauer resigned as an officer, employee and member of the Board of Directors of the Company effective October 12, 2009.

In connection with his resignation, Mr. Dauenhauer entered into an Employment Separation Agreement with the Company effective October 12, 2009, which is attached hereto as Exhibit 10.1.  Pursuant to the Employment Separation Agreement, Mr. Dauenhauer provided the Company with a general release of claims and the Company agreed to continue to provide Mr. Dauenhauer health and dental benefits through February 28, 2010.  Additionally, Mr. Dauenhauer is entitled to the relocation expenses set forth in his Amended and Restated  Employment Agreement effective December 31, 2008.

Agreement with John M. Clark:

On October 12, 2009, the Company entered into an agreement with John M. Clark relating to his service as Innovex’s Interim Chief Executive Officer of the Company (the “Clark Agreement”), which is attached hereto as Exhibit 10.2.  The term of the Clark Agreement is from October 12, 2009 until February 12, 2010, unless terminated earlier by the Company on thirty days’ advance written notice.  Mr. Clark has served as the Company’s Chairman of the Board since July 2008.  Mr. Clark will retain the title of Chairman of the Board.

Pursuant to the Clark Agreement, Mr. Clark shall receive compensation, as an independent contractor, in the amount of $30,000 per month, pro rated for partial months and payable in advance at the beginning of the term and thereafter at the beginning of each calendar month during the term.  The Company will provide Mr. Clark with suitable housing as well as a vehicle and driver while providing services at the Company’s Thailand facilities.  While Mr. Clark is serving in the capacity as Interim Chief Executive Officer, he shall receive no additional fees for his service as Chairman of the Board or as a board member and shall not serve as a member of any committee of the Board of Directors.  Mr. Clark is not entitled to any other benefits for his service as the Interim Chief Executive Officer except as set forth in the Clark Agreement.  The Clark Agreement also contains provisions relating to confidentiality, indemnification and reimbursement of business expenses.

Each of the Employment Separation Agreement and the Clark Agreement was approved by the Compensation Committee of the Board of Directors of the Company (excluding Mr. Clark with respect to the Clark Agreement) and ratified by the independent directors of the Board of Directors.

The foregoing summaries of the Employment Separation Agreement and the Clark Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated by reference into this Item 5.02.

ITEM 9.01	Financial Statements And Exhibits.
Exhibit No.	Description
10.1	Employment Separation Agreement by and between Terry M. Dauenhauer and Innovex, Inc. dated October 12, 2009.
10.2	Agreement by and between Innovex, Inc. and John M. Clark dated October 12, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		INNOVEX, INC.
		By:	/s/ Randy L. Acres
		Randy L. Acres
		Senior Vice President and
		Chief Financial Officer
Date:	October 14, 2009

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (hereafter “Agreement”) is entered into by and between Terry Dauenhauer (“Dauenhauer”) and INNOVEX, INC. (“INNOVEX”).  

R E C I T A L S:

WHEREAS,  INNOVEX entered into an Amended and Restated  Employment Agreement effective December 31, 2008, with Dauenhauer (the “Employment Agreement”); and

WHEREAS, Dauenhauer is currently employed by INNOVEX as the Chief Executive Officer and is a member of the Board of Directors of INNOVEX; and

WHEREAS, Dauenhauer desires to voluntarily resign his employment with Innovex  and resign as a member of the Board of Directors of INNOVEX; and

WHEREAS,  Dauenhauer and INNOVEX desire to end the employment relationship on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are specifically acknowledged by INNOVEX and Dauenhauer, the Parties (INNOVEX and Dauenhauer) knowingly and voluntarily agree as follows:

A G R E E M E N T S:

1.  Separation of Employment.  Dauenhauer and INNOVEX agree that Dauenhauer’s last day of employment with INNOVEX and the effective date of his resignation as an officer, employee and a member of the Board of Directors of INNOVEX is October 12, 2009 (“Separation Date”).  

2.  Dauenhauer’s Agreements.  In consideration of the terms of this Agreement, the severance and benefits described below, and other good and valuable consideration described herein, Dauenhauer agrees as follows:

   (a)  Receipt of All Compensation Due.  Dauenhauer agrees that he is not owed any payments or benefits related to his employment with INNOVEX, or the termination thereof, except as provided for and agreed to in this Agreement.

   (b)  Release of Claims.  Dauenhauer agrees to release, agrees not to sue, and forever discharges INNOVEX, its present and former parent or holding companies and affiliated entities, shareholders, officers, directors, employees, representatives, consultants, insurers and agents, and the successors and assigns of each, whether in their individual or official capacities (collectively, “Releasees”), for and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated damages, claims for attorney's fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, he has or might have against them or any of them, whether known or unknown, in law or equity, contract or tort, arising out of or in connection with his employment with INNOVEX, or the termination of that employment, or otherwise, however originating or existing, from the beginning of time through the date of his signing this Agreement.

Dauenhauer releases and discharges Releasees not only from any and all claims that he could bring on his own behalf, but also those that may or could be brought by any other person or organization on his behalf, and agrees not to voluntarily become a member of any class or to voluntarily participate in any proceeding or case in which a claim or claims against Releasees arise, in whole or in part, from any event that occurred before or as of the date of signing this Agreement.

Without limiting the generality of the foregoing, this release includes, but is not limited to, any claims Dauenhauer may have for wages, bonuses, incentive compensation, commissions, penalties, deferred compensation, vacation pay, sick pay, separation benefits or termination pay under the Employment Agreement, defamation, invasion of privacy, negligence, emotional distress, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), alleged violation of the United States Constitution, Title VII of the Civil Rights Act, 42 U.S.C. § 2000 et seq., the Age Discrimination and Employment Act, 29 U.S.C. § 621 et seq.,the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., the Employment Retirement Income Security Act of 1976, 29 U.S.C. § 1001 et seq., and any claim for discrimination, harassment or retaliation based on sex, race, color, creed, religion, age, national origin, or any other protected status under state, federal or local law.

Dauenhauer affirms that he has not caused or permitted, and to the full extent permitted by law will not cause or permit to be filed, any charge, complaint, or action of any nature or type against Releasees, including but not limited to any action or proceeding raising claims arising in tort or contract, or any claims arising under federal, state, or local laws, or with any state or federal agencies.  If he files, or has filed on his behalf, an action of any nature, he agrees that the payments and benefits described in this Agreement are in complete satisfaction of any and all claims in connection with such action.

   (c)  Notice of Rights Pursuant to the Federal Age Discrimination in Employment Act.  Dauenhauer acknowledges and agrees that he has the right to consult with an attorney of his choice prior to signing this Agreement.  Dauenhauer also acknowledges and agrees he has twenty-one (21) calendar days from receipt of this Agreement to consider whether the terms are acceptable to him; and if he does not use the entire twenty-one (21) calendar days to consider whether to sign this Agreement, he is waiving any remaining days.

   (d)  Rescission.  Dauenhauer acknowledges and agrees that he may rescind this Agreement within seven (7) calendar days of his signing to bring claims arising under the Federal Age Discrimination in Employment Act.  He understands his rescission must (i) be in writing; (ii) delivered by hand or mail to Kari Peter,  INNOVEX INC., 3033 Campus Drive, Suite E180, Plymouth, MN 55441, within the requisite seven (7) day period; and (iii) if delivered by mail, must be postmarked within the statutory period, properly addressed to Kari Peter, and sent by certified mail, return receipt requested.  If he rescinds this Agreement, he will not receive the benefits set forth in paragraph 3 of this Agreement.  The releases set forth in this Agreement will be effective following the seven (7) day rescission period, provided that Dauenhauer does not rescind the Agreement within such period.

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   (e)  Return of Property.  Dauenhauer acknowledges and agrees that all documents and materials relating to the business of or the services provided by INNOVEX are the sole property of INNOVEX.  By signing this Agreement, Dauenhauer further agrees and represents that he has returned to INNOVEX on his last day of employment all of its property, including but not limited to, all computer equipment, keys and security access cards, all records and other documents and materials, whether on computer disc, hard drive or other form, and all copies thereof, within his possession or control, which in any manner relate to the business of, or the duties and services Dauenhauer performed on behalf of INNOVEX.

   (f)  Nondisparagement.  Dauenhauer agrees not to intentionally make or induce any other person to make disparaging statements of any kind, oral or written, regarding the other, to any person or organization whatsoever, including but not limited to representatives of local, state, or federal agencies, members of the press or media, present and former employees of INNOVEX, payers or patrons of services provided by INNOVEX, or members of the public.  

   (g)  Obligations Survive Termination of Employment.  Dauenhauer agrees that any and all of his obligations under Sections 6, 7 and 8 of the Employment Agreement (regarding Confidential Information, Inventions and Covenants Not to Compete (including Non-Solicitation of Business and Employees) survive the termination of his employment, and the remedies to enforce those provisions under the Employment Agreement remain in full force and effect after his last day of employment.

3.  INNOVEX Agreements.  In consideration of the terms of this Agreement, the Release of Claims and covenants described above and other good and valuable consideration described herein, provided that Dauenhauer executes and does not rescind this Agreement and complies with his continuing obligations under the Employment Agreement that survive termination of employment, INNOVEX agrees as follows:

   (a)  Health and Dental.  Dauenhauer will continue to receive health and dental benefits for a period of through February 28, 2010 and thereafter, shall have the right to continue group health, dental, and life insurance coverage pursuant to applicable federal and state group continuation laws, provided Dauenhauer makes appropriate, timely, written elections, qualifies under the plans, and is not covered under any such other plans.  Information regarding these rights will be delivered to Dauenhauer under separate correspondence.

   (b)  Vacation Accrual.  Dauenhauer will receive his final paycheck, payment of any and all accrued, unused vacation as of the Separation Date.

   (c)  Stock Options.  If Dauenhauer holds vested but unexercised options in Innovex stock, Dauenhauer is advised, that he has a limited period of time in which to exercise those stock options.  Dauenhauer should refer to the applicable Stock Option Agreements for directions as to his rights and responsibilities with respect to the exercising of such stock options.  Any stock options which are not fully vested as of the date of the Separation Date shall remain unvested.

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   (d)  Relocation Expenses.  Dauenhauer shall be entitled to the relocation expenses set forth in Section 4.5 of the Employment Agreement notwithstanding that he is voluntarily resigning his employment.

4.  Acknowledgments.  The Parties acknowledge and agree that they have carefully read and understand all provisions of this Agreement and have entered into this Agreement knowingly and voluntarily.

5.  No Other Representations.  The Parties acknowledge and agree that they have not relied on any representations or statements made by the other, whether oral or written, other than the express statements of this Agreement, in executing this Agreement.  The Parties acknowledge and agree that they have not, and their agent or attorney has not, made any promise, representation, or warranty whatsoever, express or implied, not contained in this Agreement to induce the other to execute this Agreement.  This Agreement is the result of negotiation and compromise among the Parties and shall not be interpreted against INNOVEX for originally drafting this Agreement.

6.  Counterparts.  This Agreement may be executed in counterparts.

7.  Assignment.  Dauenhauer may not assign this Agreement.  It is understood and agreed that this Agreement shall be binding upon and inure to the benefit of the respective Parties and their heirs, representatives, successors, assigns.

8.  Taxes.  Dauenhauer agrees to hold INNOVEX harmless and agrees to indemnify INNOVEX for any taxes, interest, penalties or other costs or damages incurred by INNOVEX, including attorneys’ fees and court costs arising out of or in connection with any dispute, claim or cause of action concerning state, federal or local payroll taxes, however originating or existing, from the payments and benefits provided to Dauenhauer in connection with his separation of employment.

9.  Governing Law.  It is understood and agreed that this Agreement shall be governed by, construed, and enforced in accordance with and subject to the laws of the State of Minnesota.  It is also understood that if a court of competent jurisdiction shall declare any of the terms and conditions of this Agreement to be unenforceable, then the remaining provisions not declared by such tribunal to be unenforceable shall remain in full force and effect.

10.  Full Agreement with Release of Claims.  This Agreement contains the full agreement of the Parties and supersedes and terminates any and all oral and written prior agreements, negotiations, and understandings between the Parties regarding separation from employment.  Notwithstanding the foregoing, as indicated previously, those obligations under the Employment Agreement which survive separation from employment shall remain in full force and effect.  This Agreement may not be modified, altered, or changed in any way, except by written agreement executed by the Parties.

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IN WITNESS WHEREOF, the parties have executed this Agreement as set forth below.

Date: October 12, 2009	INNOVEX INC.
	By:
	Its:

I have read and understand and agree to the terms and conditions set forth, and have signed this Agreement freely, voluntarily, and with full knowledge and understanding of its meaning.

Date: October 12, 2009
	Terry Dauenhauer

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EX-10.2

Exhibit 10.2

AGREEMENT

This Agreement (the “Agreement”) is entered into between Innovex, Inc., a Minnesota corporation (“Innovex” or the “Company”), and John M. Clark (“Clark”) as of October 12, 2009.  

WHEREAS, Innovex desires to appoint Clark to serve as the Company’s Interim Chief Executive Officer and Clark desires to serve the Company in that capacity under the terms and conditions of this Agreement.

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:

1.	Term. The term of this Agreement shall begin on October 12, 2009 and shall continue until February 12, 2010, unless terminated earlier by the Company on thirty (30) days’ advance written notice.
2.	Title. Clark shall have the title of Interim Chief Executive Officer. Clark currently has the title of Chairman of the Board which he shall retain until a successor is elected and qualified.
3.	Compensation. In return for his services to Innovex, Clark shall receive compensation, as an independent contractor, the amount of $30,000 per month, pro rated for partial months and payable in advance at the beginning of the term and thereafter at the beginning of each calendar month during the term. While Clark is serving in the capacity as Interim Chief Executive Officer, he shall receive no additional fees for his service as Chairman of the Board or as a board member and shall not serve as a member of any committee of the Board of Directors.
4.	Benefits. Clark shall not be entitled to any benefits other than as specifically set forth in this Agreement.
5.	Reimbursable Business Expenses. Innovex will advance or reimburse Clark for any ordinary, necessary and reasonable expenses incurred by him in performing his duties to Innovex, including housing (reimbursed or Company provided) while providing services at the Company’s Thailand facilities, upon his submission of any records and documentation required to substantiate said expenses.
6.	Vehicle. Innovex will provide Clark with a vehicle and driver while providing services at Innovex’s Thailand facilities in a manner provided to the prior Chief Executive Officer.
7.	Indemnification. Innovex will indemnify Clark 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.
8.	Confidentiality. Clark shall not disclose or use in any manner, directly or indirectly, any trade secrets or other proprietary and confidential information of the Company either during the term or at any time thereafter, except as required (a) in the course of his services to Innovex or (b) by applicable law, including the Exchange Act, contingent upon establishment of confidentiality protections satisfactory to Innovex.

9.	Miscellaneous Provisions.
9.1	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.
9.2	Governing Law. This Agreement shall be construed and enforced according to Minnesota law, except where federal law applies.
9.3	Survivability. The covenants and agreements of paragraphs 7 and 8 of this Agreement shall survive the termination of this Agreement for any reason.
9.4	Amendment or Termination. This Agreement may not be terminated, amended, or modified in any way, except in writing signed by both Innovex and Clark.
9.5	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.
9.6	Tax Matters. Clark shall be responsible for the payment of all federal, state or local taxes payable with respect to all amounts paid to Clark under this Agreement.

AGREED:

Dated: October 12, 2009
	John M. Clark
	INNOVEX, INC.
Dated: October 12, 2009
	By:
	Its:

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