UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934Date of Report (date of earliest event reported): ~~October~~December 1224, 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 12 through 4 and 6 through 87 are not applicable and therefore omitted.

ITEM 1.01

Entry into a Material Definitive Agreement.

On January 4, 2010, Innovex, Inc. (the “Company”) entered into a mandate letter with Standard Chartered Bank (Hong Kong) Limited (“SCB”) in relation to a possible restructuring of the Company’s capital structure and a possible financing with the Company.

Under the mandate letter, the Company has agreed to work with SCB on an exclusive basis for a period of ninety (90) days to allow SCB to assist the Company in restructuring its capital structure. The letter states the interest of SCB in purchasing all of the Company’s outstanding bank debt, approximately $55 million, from Bank of Ayudhya Public Company Limited and TMB Bank Public Company Limited at a discount from the total value outstanding. Additionally, SCB has indicated its interest in injecting up to $10 million additional working capital into the Company. SCB will engage with management to determine a restructuring strategy by testing commercial assumptions through market due diligence, technical assessment and business valuation.

Any possible transaction with SCB will be contingent upon SCB’s completion of its due diligence and definitive documentation, internal approvals of SCB and acceptable agreements with the Company’s current banks and arrangements or settlements with the Company’s other creditors. Any financing provided by SCB would likely result in a conversion of debt to equity with SCB holding a significant majority of the equity of the Company. Any such financing would also be subject to compliance with any relevant applicable laws, rules and regulations.

The Company has paid SCB $50,000 upon execution of the mandate letter and will pay an additional $25,000 upon agreement of a term sheet and an additional $25,000 upon execution of definitive agreements. In addition, the Company has agreed for a period of ninety (90) days from the date of execution of the mandate letter by the Company that the Company will not solicit or issue any other debt or securities of the Company, whether mandated, issued, syndicated or privately placed in the market during this period. If after execution of a term sheet or negotiations with creditors, the Company determines not to proceed with SCB for restructuring financing, but instead proceeds with an alternate source within two years from the date of the mandate letter, it must pay SCB a fee of $500,000. The Company must also reimburse SCB for its out-of-pocket expenses.

The foregoing summary of the mandate letter does not purport to be complete and is subject to and qualified in its entirety by reference to the mandate letter attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated by reference into this Item 1.01.

ITEM 2.02

Results of Operations and Financial Condition.

The Company hereby furnishes, as Exhibit 10.2, its unaudited operating results for the fourth fiscal quarter and year ended October 3, 2009 disclosing material non-public information regarding the Company’s results of operations.

ITEM 5.02

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

~~Employment~~On ~~Separation~~December ~~Agreement~~24, ~~with~~2009, ~~Terry~~the Board of Directors of the Company appointed Randy Acres, currently Senior Vice President and Chief Financial Officer, as President, Chief Executive Officer and Director of the Company. Mr. Acres replaces John M. ~~Dauenhauer:~~Clark, who had been appointed interim Chief Executive Officer on October 12, 2009. Mr. Clark will remain Chairman of the Board. Mr. Acres will remain as the Company’s Chief Financial Officer.

~~Effective~~ITEM ~~October 12, 2009, John M~~8.01 ~~Clark~~Other ~~was elected Interim Chief Executive Officer of Innovex, Inc~~Events. ~~(the “Company.”) Terry M. Dauenhauer resigned as an officer, employee and member of the Board of Directors of the Company effective October 12, 2009.~~

InThe ~~connection~~Company ~~with~~was ~~his~~unable ~~resignation,~~to ~~Mr.~~file ~~Dauenhauer~~its ~~entered~~Annual ~~into~~Report ~~an Employment~~on ~~Separation~~Form ~~Agreement~~10-K ~~with~~for the period ~~Company~~ended ~~effective~~ October 123, 2009, ~~which~~within isthe ~~attached~~prescribed ~~hereto~~time ~~as Exhibit 10~~period.1. ~~Pursuant~~The Company has been unable to complete the preparation of its audited ~~Employment~~financial ~~Separation~~statements ~~Agreement,~~to ~~Mr.~~be ~~Dauenhauer~~included ~~provided~~in ~~the~~such ~~Company with~~Form a10-K ~~general~~because ~~release~~it ofdoes not ~~claims~~currently ~~and~~have the ~~Company~~cash ~~agreed~~resources to ~~continue~~pay its independent auditors to ~~provide~~complete ~~Mr.~~its ~~Dauenhauer~~review ~~health~~ and ~~dental~~issue ~~benefits~~its ~~through~~report. Although ~~February~~partially 28complete, ~~2010. Additionally,~~the ~~Mr.~~Company ~~Dauenhauer~~will isnot ~~entitled~~be able to ~~the~~fully ~~relocation expenses~~conclude ~~set~~the ~~forth~~fiscal in2009 ~~his~~year ~~Amended~~end audit ~~and~~until ~~Restated Employment~~the ~~Agreement effective~~SCB ~~December~~process ~~31,~~is ~~2008~~completed.

~~Agreement~~ITEM ~~with~~9.01 ~~John~~Financial M.Statements ~~Clark:~~ And Exhibits.

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.

Exhibit No.		Description
10.1		Mandate Letter dated December 25, 2009 between the Company and Standard Chartered Bank (Hong Kong) Limited
10.2		Unaudited operating results for the fourth fiscal quarter and year ended October 3, 2009.
99.1		Press Release dated January 6, 2010.

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
		President and Chief Executive Officer
		Chief Financial Officer
Date:	January 6, 2010
Date:	October 14, 2009

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