Common use of Entire Agreement; Governing Law; Notice Clause in Contracts

Entire Agreement; Governing Law; Notice. This Option Agreement, together with Exhibit A, constitute the entire agreement of the parties with respect to the subject matter of this Option Agreement and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Minnesota. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION IS EARNED ONLY BY CONTINUING EMPLOYMENT (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT WITH OR WITHOUT CAUSE. By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of this Option Agreement. Optionee has reviewed Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of this Option Agreement. OPTIONEE INNOVEX, INC. /s/ Stephen L. Lai By: /s/ Terry M. Dauenhauer ----------------------------- ------------------------------------- Stephen S. Lai Terry M. Dauenhauer Its: Presixxxx xxx Xxxxx Xxxxutive Officer EXHIBIT A --------- INNOVEX, INC. EXERCISE NOTICE Innovex, Inc. 3033 Campus Drive, Suite E180 Plymouth, MN 55441 Attention: Prinxxxxx Xxxxxxxxx Xxxxxxx 0. Xxxxxxxx of Option. Effective as of today, _____________________, _____________________, the undersigned ("Purchaser") hereby elects to purchase _________ shares (the "Shares") of the Common Stock of Innovex, Inc. (the "Company") under and pursuant to the Stock Option Agreement dated November ___, 2009 (the "Option Agreement"). The purchase price for the Shares shall be $______________, as required by the Option Agreement.

Entire Agreement; Governing Law; Notice. This Option Agreement, together with Exhibit A, constitute the entire agreement of the parties with respect to the subject matter of this Option Agreement and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Minnesota. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION IS EARNED ONLY BY CONTINUING EMPLOYMENT (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT WITH OR WITHOUT CAUSE. By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of this Option Agreement. Optionee has reviewed Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of this Option Agreement. OPTIONEE INNOVEX, INC. /s/ Stephen L. Lai By: /s/ /s/Terry M. Dauenhauer By: /s/Randy Acres ------------------------------------- ----------------------------- ------------------------------------- Stephen S. Lai Terry M. Dauenhauer ItsRandy Acres Xxx: Presixxxx xxx Xxxxx Xxxxutive Officer Xxxxxx Xxxx President and CFO EXHIBIT A --------- INNOVEX, INC. EXERCISE NOTICE Innovex, Inc. 3033 Campus Drive, Suite E180 Plymouth, 12759 5th Street SW Cokato MN 55441 55321 Attention: Prinxxxxx Xxxxxxxxx Principal Financiax Xxxxxxx 0. Xxxxxxxx of Optionxx Xxxxxn. Effective as of today, _____________________, _____________________, the undersigned ("Purchaser") hereby elects to purchase _________ shares (the "Shares") of the Common Stock of Innovex, Inc. (the "Company") under and pursuant to the Stock Option Agreement dated November ___, 2009 (the "Option Agreement"). The purchase price for the Shares shall be $______________, as required by the Option Agreement.

Entire Agreement; Governing Law; Notice. This Option Agreement, together with Exhibit A, constitute the entire agreement of the parties with respect to the subject matter of this Option Agreement and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Minnesota. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION IS EARNED ONLY BY CONTINUING EMPLOYMENT EMPLOYMENT, CONSULTANCY OR SERVING AS CHAIRMAN OF THE BOARD AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENTEMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT EMPLOYMENT, CONSULTANCY OR POSITION AS ITS CHAIRMAN OF THE BOARD AT ANY TIME, WITH OR WITHOUT CAUSE. By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of this Option Agreement. Optionee has reviewed Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of this Option Agreement. OPTIONEE INNOVEXUROLOGIX, INC. /s/ Stephen L. Lai Xxxx X. Xxxxx By: /s/ Terry M. Dauenhauer ----------------------------- ------------------------------------- Stephen S. Lai Terry M. Dauenhauer ItsXxxxx Xxxxxx --------------------------------------- ---------------------------------- Signature Xxxx X. Xxxxx Title: Presixxxx xxx Xxxxx Xxxxutive Officer Vice-President, U.S. Sales --------------------------------------- ------------------------------- Print Name EXHIBIT A --------- INNOVEXUROLOGIX, INC. EXERCISE NOTICE InnovexUrologix, Inc. 3033 Campus Drive00000 00xx Xxxxxx Xxxxx Xxxxxxxxxxx, Suite E180 Plymouth, MN 55441 Xxxxxxxxx 00000 Attention: Prinxxxxx Xxxxxxxxx Xxxxxxx 0. Xxxxxxxx of Option. Effective as of today, _____________________, _____________________, the undersigned ("Purchaser") hereby elects to purchase _________ shares (the "Shares") of the Common Stock of Innovex, Inc. (the "Company") under and pursuant to the Stock Option Agreement dated November ___, 2009 (the "Option Agreement"). The purchase price for the Shares shall be $______________, as required by the Option Agreement.Principal Financial Officer

Entire Agreement; Governing Law; Notice. This Option Agreement, together with Exhibit A, constitute the entire agreement of the parties with respect to the subject matter of this Option Agreement and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Minnesota. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION IS EARNED ONLY BY CONTINUING EMPLOYMENT (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT WITH OR WITHOUT CAUSE. By your signature and the signature of the Company's representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of this Option Agreement. Optionee has reviewed Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of this Option Agreement. OPTIONEE INNOVEX, INC. /s/ Stephen L. Lai By: /s/ /s/Terry M. Dauenhauer ----------------------------- ------------------------------------- Stephen S. Lai By: /s/Randy Acres ------------------------------------ ------------------------------ Terry M. Dauenhauer ItsRandy Acres Xxx: Presixxxx xxx Xxxxx Xxxxutive Officer Xxxxxx Xxxx President and CFO EXHIBIT A --------- INNOVEX, INC. EXERCISE NOTICE Innovex, Inc. 3033 Campus Drive12759 5th Street SW Cokato, Suite E180 Plymouth, MN 55441 Minnesota 55321 Attention: Prinxxxxx Xxxxxxxxx Principal Fxxxxxxxx Xxxxxxx 0. Xxxxxxxx of Optionxx Xxxxxx. Effective as of today, _____________________, _____________________, the undersigned ("Purchaser") hereby elects to purchase _________ shares (the "Shares") of the Common Stock of Innovex, Inc. (the "Company") under and pursuant to the Stock Option Agreement dated November ___, 2009 (the "Option Agreement"). The purchase price for the Shares shall be $______________, as required by the Option Agreement.