S-8

As filed with the Securities and Exchange Commission on February 9, 2004.

Registration No. 333-________

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

_________________

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_________________

INNOVEX, INC.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of
incorporation or organization) 41-1223933
(I.R.S. Employer Identification No.)

5540 Pioneer Creek Drive
Maple Plain, Minnesota 55359
(Address of principal executive offices and zip code)

_________________

INNOVEX, INC. EMPLOYEE STOCK PURCHASE PLAN
INNOVEX, INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)

_________________

William Murnane
President and Chief Executive Officer
Innovex, Inc.
5540 Pioneer Creek Drive
Maple Plain, MN 55359
(763) 479-5300
(Name, address, including zip code and
telephone number of agent for service) Copy to:
Charles P. Moorse
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
(612) 371-3211

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock,
$.04 par value	1,250,000 shares	$ 7.96	$ 9,950,000	$ 1,260.67

(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the average high and low sale price of the Company’s Common Stock on the Nasdaq National Market on February 5, 2004.

INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE

          A Registration Statement on Form S-8 (File No. 333-37380) was filed with the Securities and Exchange Commission on May 19, 2000 covering the registration of 250,000 shares initially authorized for issuance under the Company’s Employee Stock Purchase Plan (the “ESPP”).

          A Registration Statement on Form S-8 (File No. 33-59035) was filed with the Securities and Exchange Commission on May 2, 1995 covering the registration of 200,000 shares (300,000 as adjusted for a 3 for 2 stock split on May 31, 1995) initially authorized for issuance under the Company’s 1994 Stock Option Plan (the “1994 Plan”). A Registration Statement on Form S-8 (File No. 333-10047) was filed with the Securities Exchange Commission on August 13, 1996 covering the registration of an additional 300,000 shares under the 1994 Plan. On each of May 27, 1999 and February 27, 2002 a Registration Statement on Form S-8 (File Nos. 333-79427 and 333-83452, respectively) was filed covering an additional 600,000 shares under the 1994 Plan.

          Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 250,000 shares authorized under the ESPP and an additional 1,000,000 shares authorized under the 1994 Plan. An amendment to the ESPP to increase the reserved and authorized number of shares under the ESPP by 250,000 and under the 1994 Plan by 1,000,000 was authorized by the Company’s Board of Directors on October 10, 2003 and approved by the Company’s shareholders on January 20, 2004. The contents of the prior Registration Statements relating to the ESPP and the 1994 Plan, respectively, are incorporated herein by reference.

PART I

          Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

PART II

Item 3. Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference:

(a) The Annual Report of the Company on Form 10-K for the fiscal year ended September 30, 2003.

(b) The Definitive Proxy Statement dated December 15, 2003 for the Annual Meeting of Shareholders held on January 20, 2004.

(c) The Quarterly Report of the Company on Form 10-Q for the quarter ended December 31, 2003;

(d) The Current Reports of the Company on Form 8-K dated January 5, 2004 and January 19, 2004.

(e) The description of the Company’s Common Stock as set forth in the Company’s Form 8-A Registration Statement dated January 29, 1985, which became effective as of July 31, 1985 (Registration No. 0-13143), including any amendment or report filed for the purpose of updating such description.

1

          All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the completion or termination of this offering of shares of Common Stock shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

          The description of the Company’s Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

Articles of Incorporation. Our Articles of Incorporation provide that no director of the corporation may be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to us or our shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under section 302A.559 or 80A.23 of the Minnesota Statutes; (iv) for any transaction from which the director derived any improper personal benefit; or (v) for any act or omission occurring prior to February 29, 1988 (the effective date of this provision in our Articles of Incorporation).

Bylaws and Statutory Provisions. Our Bylaws provide for indemnification of our officers, directors and employees in connection with a proceeding if such person acted in good faith and in a manner reasonably believed to be in and not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In addition, Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

(1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;

(2) acted in good faith;

(3) received no improper personal benefit and section 302A.255 (Director Conflicts of Interest), if applicable, has been satisfied;

2

(4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

(5) in the case of acts or omissions occurring in the official capacity of a director or, for a person not a director, in the official capacity of an officer, committee member or employee, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity of a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the corporation. If the person’s acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

          Exhibit

4.1 Innovex, Inc. Employee Stock Purchase Plan, as amended through January 20, 2004

4.2 Innovex, Inc. 1994 Stock Option Plan, as amended through January 20, 2004

5.1 Opinion of Lindquist & Vennum P.L.L.P.

23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

23.2 Consent of Grant Thornton LLP, independent certified public accountants

24.1 Power of Attorney (set forth on the signature page hereof)

Item 9. Undertakings.

          The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

3

          (2)   That, for determining liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3)   To remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering.

(b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Maple Plain, State of Minnesota, on the 9th day of February, 2004.

INNOVEX, INC.
By:	/s/ William P. Murnane ——————————————————       William P. Murnane       President and Chief Executive Officer

          The undersigned officers and directors of Innovex, Inc. hereby constitute and appoint Thomas Paulson and William P. Murnane, or either of them, with power to act one without the other, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on February 9th, 2004 in the capacities indicated.

Signature Title

/s/ William P. Murnane
——————————————
          William P. Murnane President and Chief Executive Officer and
Director (principal executive officer)

/s/ Thomas Paulson
——————————————
          Thomas Paulson Chief Financial Officer
(principal financial officer)

/s/ Thomas W. Haley
——————————————
          Thomas W. Haley Chairman and Director

/s/ Elick Eugene Hawk
——————————————
          Elick Eugene Hawk Director

/s/ Raj K. Nooyi
——————————————
          Raj K. Nooyi Director

5

EX-4.1

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.

2

           (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.

3

          (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

4

          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.

5

          (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:

6

          (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.

7

          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.

8

          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.

9

          (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

EX-4.2

Exhibit 4.2

INNOVEX, INC.

1994 STOCK OPTION PLAN, AS AMENDED

          1.   Purpose. The purpose of the Innovex, Inc. 1994 Stock Option Plan is to provide a continuing, long-term incentive to selected eligible officers, key employees and consultants of Innovex, Inc. (the “Corporation”) and of any subsidiary corporation of the Corporation (a “Subsidiary”), as herein defined; to provide a means of rewarding outstanding performance; and to enable the Corporation to maintain a competitive position to attract and retain key personnel necessary for continued growth and profitability.

          2.   Definitions. The following words and phrases as used herein shall have the meanings set forth below:

          2.1   “Board” shall mean the Board of Directors of the Corporation.

          2.2   “Code” shall mean the Internal Revenue Code of 1986, as amended.

          2.3   “Committee” shall mean the Compensation Committee of the Board, if any, or such other committee of the Board as may be designated by the Board, from time to time, for the purpose of administering this plan as contemplated by Article 4 hereof.

          2.4   “Common Stock” shall mean the common stock, $.04 par value, of the Corporation.

          2.5   “Corporation” shall mean Innovex, Inc., a Minnesota corporation.

          2.6   “Fair Market Value” of any security on any given date shall be determined by the Committee as follows: (a) if the security is listed for trading on one or more national securities exchanges (including the NASDAQ National Market System), the mean of the highest and lowest sales price on such exchange on the date in question, or if such security shall not have been traded on such exchange on such date, the mean of the highest and lowest sales price on such exchange on the first day prior thereto on which such security was so traded; or (b) if the security is not listed for trading on a national securities exchange (including the NASDAQ National Market System) but is traded in the over-the-counter market, the mean of the highest and lowest bid prices for such security on the date in question, or if there are no such bid prices for such security on such date, the mean of the highest and lowest bid prices on the first day prior thereto on which such prices existed; or (c) if neither (a) nor (b) is applicable, by any means deemed fair and reasonable by the Committee, which determination shall be final and binding on all parties.

          2.7     “ISO” shall mean any stock option granted pursuant to this Plan as an “incentive stock option” within the meaning of Section 422 of the Code.

          2.8     “NQO” shall mean any stock option granted pursuant to this Plan which is not an ISO.

          2.9     “Option” shall mean any stock option granted pursuant to this Plan, whether an ISO or an NQO.

          2.10   “Optionee” shall mean any person who is the holder of an Option granted pursuant to this Plan.

12

          2.11   “Plan” shall mean this 1994 Stock Option Plan of the Corporation.

          2.12   “Subsidiary” shall mean any corporation which at the time qualifies as a subsidiary of the Corporation under Section 424(f) of the Code.

          3.   Shares Available Under Plan. The number of shares which may be issued pursuant to options granted under this Plan shall not exceed 3,400,000* shares of the Common Stock of the Corporation; provided, however, that shares which become available as a result of canceled, unexercised, lapsed or terminated options granted under this Plan shall be available for issuance pursuant to options subsequently granted under this Plan. The shares issued upon exercise of options granted under this Plan may be authorized and unissued shares or shares previously acquired or to be acquired by the Corporation. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, other change in corporate structure affecting the Common Stock, or spin-off or other distribution of assets to shareholders, such substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding options granted under the Plan as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any award shall always be a whole number.

          4.   Administration.

          4.1   The Plan will be administered by the Board, or at the Board’s discretion, by the Committee. Other than references in this Section 4.1, references to the “Committee” in this Plan shall be deemed to refer to the Board where the Board has not designated a Committee to administer the Plan.

          4.2   The Committee will have plenary authority, subject to provisions of the Plan, to determine when and to whom options will be granted, the term of each Option, the number of shares covered by it, the participation by the Optionee in other plans, and any other terms or conditions of each Option. The Committee shall determine with respect to each grant of an Option whether a participant shall receive an ISO or an NQO. The number of shares, the term and the other terms and conditions of a particular kind of Option need not be the same, even as to options granted at the same time. The Committee’s recommendations regarding option grants and terms and conditions thereof will be conclusive.

          4.3   The Committee will have the sole responsibility for construing and interpreting the Plan, for establishing and amending any rules and regulations as it deems necessary or desirable for the proper administration of the Plan, and for resolving all questions arising under the Plan. Any decision or action taken by the Committee arising out of or about the construction, administration, interpretation and effect of the Plan and of its rules and regulations will, to the extent permitted by law, be within its absolute discretion, except as otherwise specifically provided herein, and will be conclusive and binding on all Optionees, all successors, and any other person, whether that person is claiming under or through any Optionee or otherwise.

          *200,000 shares, as adjusted to 300,000 shares upon a 3-for-2 stock split on May 31, 1995, increased by 300,000 shares as approved by the Board on November 30, 1995 and the shareholders on January 23, 1996, adjusted in the aggregate to 1,200,000 shares upon a 2-for-1 stock split on November 30, 1996, increased by 600,000 shares as approved by the Board on October 23, 1998 and the shareholders on January 20, 1999, increased by 600,000 shares as approved by the Board of Directors on October 12, 2001 and the shareholders on January 16, 2002 and increased as approved by 1,000,000 shares as approved by the Board of Directors on October 10, 2003 and the shareholders on January 20, 2004.

13

          4.4   No member of the Committee will be liable, in the absence of bad faith, for any act or omission with respect to his services on the Committee. Service on the Committee will constitute service as a member of the Board, so that the members of the Committee will be entitled to indemnification and reimbursement as Board members pursuant to its Bylaws.

          4.5   The Committee will regularly inform the Board as to its actions with respect to all options granted under the Plan and the terms and conditions and any such options in a manner, at any times, and in any form as the Board may reasonably request.

          5.   Participants.

          5.1   Participation in this Plan shall be limited to key personnel of the Corporation or of a Subsidiary, who are salaried employees of the Corporation or of a Subsidiary and to officers, consultants and Non-employee directors of the Corporation. Non-employee directors shall participate as provided in Section 17.

          5.2   Subject to other provisions of this Plan, Options may be granted to the same participants on more than one occasion.

          5.3   The Committee’s determination under the Plan including, without limitation, determination of the persons to receive options, the form, amount and type of such options, and the terms and provisions of Options need not be uniform and may be made selectively among otherwise eligible participants, whether or not the participants are similarly situated. Consultants shall receive only NQOs which shall be subject to the same terms and provisions as are then in effect with respect to granting of NQOs to officers and employees of the Company, except that the term of each such option shall expire upon the earlier of (i) five years, or (ii) such other time as the Committee shall determine. Subject to the foregoing, all provisions of this Plan not inconsistent with the foregoing shall apply to NQOs granted to consultants.

          6.   Terms and Conditions.

          6.1   Each Option granted under the Plan shall be evidenced by a written agreement, which shall be subject to the provisions of this Plan and to such other terms and conditions as the Corporation may deem appropriate.

          6.2   Each Option agreement shall specify the period for which the Option thereunder is granted (which in no event shall exceed ten years from the date of the grant for any NQO or any ISO subject to the pricing requirements of Section 6.3(a) hereof and five years from the date of grant for any ISO subject to the pricing requirements of Section 6.3(b) hereof) and shall provide that the Option shall expire at the end of such period.

          6.3   The exercise price per share shall be determined by the Committee at the time any Option is granted. The exercise price of any ISO granted pursuant to the Plan shall be determined as follows:

          (a)   For employees who do not own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, the ISO exercise price per share shall not be less than one hundred percent (100%) of Fair Market Value of the Common Stock of the Corporation on the date the Option is granted, as determined by the Committee.

14

          (b)    For employees who own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, the ISO exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock of the Corporation on the date the option is granted, as determined by the Committee.

          6.4   The aggregate Fair Market Value (determined as of the time the Option is granted) of the Common Stock with respect to which an ISO under this Plan or any other plan of the Corporation or its Subsidiaries is exercisable for the first time by an Optionee during any calendar year shall not exceed $100,000.

          6.5   An Option shall be exercisable at such time or times, and with respect to such minimum number of shares, as may be determined by the Committee at the time of the grant; provided, however, that the Committee may, in its discretion, accelerate the exercise date for any unexercisable options when the Committee deems such action to be appropriate under the circumstances. The Option agreement may require, if so determined by the Committee, that no part of the Option may be exercised until the Optionee shall have remained in the employ of the Corporation or of a Subsidiary for such period after the date of the Option as the Committee may specify.

          6.6   The Corporation may prescribe the form of legend which shall be affixed to the stock certificate representing shares to be issued and the shares shall be subject to the provisions of any repurchase agreement or other agreement restricting the sale or transfer thereof. Such agreements or restrictions shall be noted on the certificate representing the shares to be issued.

          6.7   An Optionee may not be granted in any fiscal year one or more Options to purchase an aggregate total of more than 100,000 shares of common stock. This 100,000 share maximum is subject to upward and downward adjustment pursuant to Section 9.

          7.   Exercise of Option.

          7.1   Each exercise of an option granted hereunder, whether in whole or in part, shall be by written notice thereof, delivered to the Chief Financial Officer of the Corporation (or such other person as he may designate). The notice shall state the number of shares with respect to which the Options are being exercised and shall be accompanied by payment in full for the number of shares so designated. Shares shall be registered in the name of the Optionee unless the Optionee otherwise directs in his or her notice of election.

          7.2   Such notice shall be accompanied by payment in full of the purchase price, either by certified or bank check, or by any other form of legal consideration deemed sufficient by the Committee and consistent with the Plan’s purpose and applicable law, including promissory notes or a properly executed exercise notice together with irrevocable instructions to a broker acceptable to the Company to promptly deliver to the company the amount of sale or loan proceeds to pay the exercise price. As determined by the Committee, in its sole discretion, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee. In the case of an ISO, the right to make a payment in the form of already owned shares may be authorized only at the time the option is granted. If the terms of an option so permit, an optionee may elect to pay all or part of the option exercise price by having the Company withhold from the shares of Stock that would otherwise be issued upon exercise that number of shares of Stock having a Fair Market Value equal to the aggregate option exercise price for the shares with respect to which such election is made. No shares of Stock shall be issued until full payment therefor has been made. An optionee shall generally have the rights to dividends and other rights of a shareholder with respect to shares subject to the option when the optionee has given written notice of exercise and has paid in full for such shares.

15

          7.3   Upon notification of the amount due and prior to, or concurrently with, the delivery to the Optionee of a certificate representing any shares purchased pursuant to the exercise of an option, the Optionee shall promptly pay to the Corporation any amount necessary to satisfy applicable federal, state or local withholding tax requirements.

          8.   Extraordinary Corporate Transactions. New options may be substituted for the Options granted under the Plan, or the Corporation’s duties as to Options outstanding under the Plan may be assumed, by a corporation other than the Corporation, or by a parent or subsidiary of the Corporation or such corporation, in connection with any merger, consolidation, acquisition, separation, reorganization, liquidation or like occurrence in which the Corporation is involved. Notwithstanding the foregoing or the provisions of Section 9 hereof, in the event such corporation, or parent or subsidiary of the Corporation or such corporation, does not substitute new Options for, and substantially equivalent to, the Options granted hereunder, or assume the Options granted hereunder, the Options granted hereunder shall terminate and thereupon become null and void (i) upon dissolution or liquidation of the Corporation, or similar occurrence, (ii) upon any merger, consolidation, acquisition, separation, reorganization, or similar occurrence, where the Corporation will not be a surviving entity or (iii) upon a transfer of substantially all of the assets of the Corporation or more than 80% of the outstanding Common Stock; provided, however, that each Optionee shall have the right within a 30-day period prior to or concurrently with such dissolution, liquidation, merger, consolidation, acquisition, separation, reorganization or similar occurrence, to exercise any unexpired Option granted hereunder without regard to any installment exercise restrictions.

          9.   Changes in Corporation’s Capital Structure. The existence of outstanding options shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of Common Stock or subscription rights thereto, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise; provided, however, that if the outstanding shares of Common Stock of the Corporation shall at any time be changed or exchanged by declaration of a stock dividend, stock split, combination of shares or recapitalization, the number and kind of shares subject to the Plan or subject to any Options theretofore granted, and the option exercise prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate option exercise price.

          10.   Assignments. Any option granted under this Plan shall be exercisable only by the Optionee to whom granted during his or her lifetime and shall not be assignable or transferable otherwise than by will or by the laws of descent and distribution.

          11.   Severance; Death; Disability. An Option shall terminate, and no rights thereunder may be exercised, if the person to whom it is granted ceases to be employed by the Corporation or by a Subsidiary except that:

          11.1   If the employment of the Optionee is terminated by any reason other than his or her death or disability, the Optionee may at any time within not more than one month after termination of his or her employment, exercise his or her option rights but only to the extent they were exercisable by the Optionee on the date of termination of his or her employment; provided, however, that if the employment is terminated as a result of the Optionee’s deliberate, willful or gross misconduct as determined by the Committee, all rights under the Option shall terminate and expire upon such termination.

16

          11.2   If the Optionee dies while in the employ of the Corporation or a Subsidiary, or within not more than one month after termination of his or her employment, the Optionee’s rights under the option may be exercised in whole or in part, without regard to any installment exercise restrictions, at any time within six months following such death by his or her personal representative or by the person or persons to whom such rights under the Option shall pass by will or by the laws of descent and distribution.

          11.3   If the employment of the Optionee is terminated because of permanent disability, the Optionee, or his or her legal representative, may at any time within not more than six months after termination of his or her employment, exercise his or her Option rights in whole or in part, without regard to any installment exercise restrictions.

          11.4   Notwithstanding anything contained in sections 11.1, 11.2 and 11.3 to the contrary, no option rights shall be exercisable by anyone after the expiration of the term of the option.

          11.5   Transfers of employment between the Corporation and a Subsidiary, or between subsidiaries, will not constitute termination of employment for purposes of any Option granted under this Plan. The Committee may specify in the terms and conditions of an Option whether any authorized leave of absence or absence for military or government service or for any other reasons will constitute a termination of employment for purposes of the option and the Plan.

          12.   Rights of Participants. Neither the participant nor the personal representatives, heirs, or legatees of such participant shall be or have any of the rights or privileges of a shareholder of the corporation in respect of any of the shares issuable upon the exercise of an Option granted under this Plan unless and until certificates representing such shares shall have been issued and delivered to the participant or to such personal representatives, heirs or legatees.

          13.   Securities Registration. If any law or regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Corporation or the participant to take any action in connection with the exercise of an option, then notwithstanding any contrary provision of an Option agreement or this Plan, the date for exercise of such Option and the delivery of the shares purchased thereunder shall be deferred until the completion of the necessary action. In the event that the Corporation shall deem it necessary, the Corporation may condition the grant or exercise of an Option granted under this Plan upon the receipt of a satisfactory certificate that the Optionee is acquiring the option or the shares obtained by exercise of the Option for investment purposes and not with the view or intent to resell or otherwise distribute such Option or shares. In such event, the stock certificate evidencing such shares shall bear a legend referring to applicable laws restricting transfer of such shares. In the event that the Corporation shall deem it necessary to register under the Securities Act of 1933, as amended, or any other applicable statute, any Options or any shares with respect to which an option shall have been granted or exercised, then the participant shall cooperate with the Corporation and take such action as is necessary to permit registration or qualification of such Options or shares.

          14.   Duration and Amendment.

          14.1   There is no express limitation upon the duration of the Plan, provided that all ISOs must be granted prior to April 21, 2011.

          14.2   The Board may terminate or may amend the Plan at any time, provided, however, that the Board may not, without approval of the shareholders of the Corporation, (i) increase the maximum number of shares as to which options may be granted under the Plan, (ii) permit the granting of ISOs at less than 100% of Fair Market Value at time of grant, or (iii) change the class of employees eligible to receive Options under the Plan.

17

          15.   Approval of Shareholders. This Plan expressly is subject to approval of shareholders of the Corporation, and if it is not so approved on or before one year after the date of adoption of this Plan by the Board, the Plan shall not come into effect, and any options granted pursuant to this Plan shall be deemed canceled.

          16.   Conditions of Employment. The granting of an Option to a participant under this Plan who is an employee shall impose no obligation on the Corporation to continue the employment of any participant and shall not lessen or affect the right of the Corporation to terminate the employment of the participant.

          17.   Granting of Options to Non-Employee Directors. Each person who on or after January 16, 2002 (i) is elected or re-elected as a Non-employee director of the Company at any annual meeting of the shareholders of the Company or (ii) is elected as a Non-employee director of the Company at any special meeting the shareholders of the Company, shall be automatically granted a stock option to purchase 10,000. The option price per share for the shares covered by each Option shall be fair market value of each share as of the date of grant, the Option shall vest in whole or in part at a minimum of six months from the date of grant and shall have a term of 10 years, which term shall expire 30 days after the termination of service as a director of the Company. In the case of a special meeting, the action of the shareholders in electing a Non-employee director shall constitute the granting of the Option to such director, and, in the case of an annual meeting, the action of the shareholders in electing or re-electing a Non-employee director shall constitute the granting of a Option to such director. The date of such shareholder action shall be the date of the grant of the Option. Notwithstanding the foregoing, any Non-employee director who elects prior to the date of their re-election to receive a retainer and meeting fees for the next year shall receive an option to purchase 1,000 shares in lieu of any other share grant provided above. Also, any Non-employee director who is elected at the January 16, 2002 Annual Meeting (or for the first time at a subsequentmeeting of the shareholders or by the Board of Directors) shall receive options to purchase 20,000 shares in addition to any other share option grant provided under the Plan. Any director who is elected during a particular year, and not at an annual meeting, shall receive a pro-rata amount of the retainer and meeting fees for the year in which such director is elected.

Adopted by the Board of Directors on April 21, 1994.

Approved by shareholders on March 7, 1995.

Amendment authorizing additional 300,000 shares under the 1994 Plan adopted by the Board of Directors on November 30, 1995.

Amendment approved by shareholders on January 23, 1996.

Amendment for compliance with Internal Revenue Code Section 162(m) adopted by the Board of Directors on October 23, 1996.

Amendment approved by shareholders on January 21, 1997.

Amendment authorizing additional 600,000 shares under the 1994 plan adopted by the Board of Directors on October 23, 1998.

Amendment approved by shareholders on January 20, 1999.

Amendment authorizing additional (i) 600,000 shares, (ii) extending the date ISO’s may be granted to April 21, 2011 and (iii) adding a provision for the granting of options to non-employee directors, under the 1994 Plan adopted by the Board of Directors on October 12, 2002.

18

Amendment approved by shareholders on January 16, 2002.

Amendment authorizing additional 300,000 shares under the 1994 Plan adopted by the Board of Directors on October 10, 2003.

Amendment approved by shareholders on January 20, 2004

19

EX-5.1

EXHIBIT 5.1

February 9th, 2004

Innovex, Inc.
5540 Pioneer Creek Drive
Maple Plain, Minnesota 55359

Re: Opinion of Counsel as to Legality of 1,250,000 Common Stock to be Registered under the Securities Act of 1933 Ladies and Gentlemen:

          This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 1,250,000 Common Stock, $.04 par value, of Innovex, Inc. (the “Company”), of which (a) 250,000 shares will be offered to employees of the Company pursuant to the Innovex, Inc. Employee Stock Purchase Plan (the “ESPP”) and (b) 1,000,000 shares will be offered to certain officers and directors of the Company pursuant to the Innovex, Inc. 1994 Stock Option Plan (the “1994 Plan” and the ESPP and 1994 Plan being collectively referred to herein as the “Plans”).

          As general counsel for the Company, we advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 1,250,000 Common Stock to be offered by the Company under the Plans will, when paid for and issued, be validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company.

          The undersigned hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said Common Stock under the Securities Act of 1933.

Very truly yours,

LINDQUIST & VENNUM P.L.L.P.


/s/ Lindquist & Vennum P.L.L.P.

20

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

          We consent to the incorporation by reference in this Registration Statement of Innovex, Inc. on Form S-8 relating to the Innovex, Inc. Employee Stock Purchase Plan and Innovex, Inc. 1994 Stock Option Plan of our report dated October 27, 2003, appearing in the Annual Report on Form 10-K of Innovex, Inc. for the year ended September 30, 2003.

/s/ Grant Thornton LLP

Minneapolis, Minnesota
February 5th, 2004