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EXHIBIT 4.4

REGISTRATION RIGHTS AGREEMENT

This Agreement is made as of            , 2000 by and among BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation (the "Corporation"), and
H.C. Wainwright & Co., Inc. ("Wainwright").

RECITALS

Simultaneously herewith, the Corporation has issued a Series "" Common Stock Purchase Warrant to Wainwright to purchase up to an aggregate of
            shares of the Corporation's Common Stock (the "Warrants").

AGREEMENT

NOW, THEREFORE, it is hereby agreed as follows:

1.  Certain Definitions

As used in this Agreement, the following terms shall have the following respective meanings:

"Common Stock"shall mean shares of common stock, without par value, of the Corporation.

"Commission"shall mean the Securities and Exchange Commission.

"Holder"shall mean the holders of Registrable Securities and any person holding such securities to whom the rights
under this Agreement have been transferred in accordance with Section 2.8 hereof.

"Registrable Securities"means (i) all shares of the Corporation's Common Stock acquired upon exercise of the
Series "    " Warrants (the "Shares"), and (ii) any Common Stock or other securities of the Corporation issued or issuable with respect to, or in exchange for or in replacement of
the Shares or such additional shares upon any stock split, stock dividend, recapitalization, or similar event; provided, however, that shares of Common Stock or other securities shall only be treated
as Registrable Securities for the purposes of Section 2 hereof if and so long as they have not been sold pursuant to Rule 144 under the Securities Act or pursuant to an effective
Registration Statement under the Securities Act, or otherwise to or through a broker or dealer or underwriter in a public distribution or a public securities transaction.

The
terms "register," "registered" and
"registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.

"Registration Expenses"shall mean all expenses, except as otherwise stated below, incurred by the Corporation in
complying with Section 2 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the
Corporation and one special counsel to the selling Holders, blue sky fees and expenses, fees to Nasdaq to list the Shares or American Stock Transfer and Trust Company to issue the Shares, and the
expense of any special audits incident to or required by any such registration.

"Securities Act"shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at the time.

"Selling Expenses"shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to
the securities registered by the selling Holders and any other expenses that are not Registration Expenses and that are incurred by the selling Holders.

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2.  Registration Rights

2.1  Company Registration



2.2  Demand Registration



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Upon
the receipt of such request, the Corporation shall:



Further,
the Corporation shall use all reasonable efforts to cause such registration to be a non-underwritten shelf registration pursuant to Rule 415 under the
Securities Act and to cause such shelf registration to be maintained effective for at least two (2) years.



2.3  Expenses of Registration

All
Registration Expenses incurred in connection with registration pursuant to Section 2.1 and the first registration pursuant to Section 2.2 shall be borne by the
Corporation. All Registration Expenses incurred in connection with the second registration pursuant to Section 2.2 shall be borne by the Holder(s) participating in such registration. All
Selling Expenses relating to securities registered on behalf of the Holders shall be borne by the Holders of securities included in such registration pro rata, severally and not jointly, among each
other on the basis of the number of shares so registered.

2.4  Registration Procedures

In
the case of each registration effected by the Corporation pursuant to this Section 2, the Corporation will keep each Holder advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense the Corporation will:

(a) Prepare
and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to
become and remain effective for at least two (2) years or, if earlier, until the distribution described in the registration statement has been completed;

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(b) Prepare and file with the Commission during the period specified in Section 2.4(a) such amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such
registration statement;

(c) Furnish
to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus and such other documents as the Holders and such underwriters may reasonably request in order to facilitate the public offering of such
securities;

(d) Furnish,
at the request of any Holder requesting registration of Registrable Securities at the time such securities are delivered to the underwriters (if any) for
sale in connection with a registration pursuant to this Section 2, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and to the Holders requesting registration of Registrable Securities and
(ii) a letter dated the date of commencement of the offering and a "bring-down" letter dated as of the closing date of such offering, from the independent accountants of the
Corporation, in form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.

2.5  Indemnification

(a) The
Corporation will indemnify each Holder and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to
which registration has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document,
or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Corporation of the Securities Act or any
other applicable federal and state securities laws or any rules or regulations promulgated thereunder in connection with any such registration, qualification or compliance, and the Corporation will
reimburse each such Holder, each of its officers, directors, partners, and legal counsel and each person controlling such Holder, each such underwriter and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the
Corporation will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written information furnished to the Corporation by such Holder, controlling person or underwriter and stated to be specifically for
use therein.

(b) Each
Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being
effected, indemnify the Corporation, each of its directors and officers, each underwriter, if any, of the Corporation's securities covered by such a registration statement, each person who controls
the Corporation or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder, each of its officers and directors, and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration statement,

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prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Corporation, such Holders, and such directors, officers, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Corporation
by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited to the proportion of any
such loss, claim, damage, liability or expense
which is equal to the proportion that the public offering price of the shares sold by such Holder under such registration statement bears to the total public offering price of all securities sold
thereunder, but not to exceed the proceeds received by such Holder from the sale of Registrable Securities covered by such registration statement.

(c) Each
party entitled to indemnification under this Section 2.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification
(the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation resulting therefrom, shall be approved
by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure
of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2 unless the failure to give such notice is materially
prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of
interest or separate and different defenses but shall bear the expense of such defense nevertheless. Each Indemnified Party shall furnish such information regarding itself or the claim in question as
an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Notwithstanding the other
provisions of this Agreement, no Indemnifying Party shall be obligated to indemnify any Indemnified Party for amounts paid by the Indemnified Party in settlement of any loss, claim, damage, liability
or action if such settlement is effected without the consent of the Indemnifying Party (which consent has not been unreasonably withheld).

(d) If
the indemnification provided for in paragraphs (a) through (c) of this Section 2.5 is unavailable or insufficient to hold harmless an
Indemnified Party under such paragraphs in respect of any losses, claims, damages, liabilities, expenses or actions in respect thereof referred to therein, then each Indemnifying Party shall in lieu
of indemnifying such Indemnified Party contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or actions in such proportion as
appropriate to reflect the relative fault of the Corporation, the underwriters, and the Holder of such Registrable Securities, respectively, in connection with the statements or omissions which
resulted in such losses, claims, damage, liabilities, expenses or actions in respect thereof as well as any other relevant equitable considerations, including the failure to give any notice under
paragraph (c). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by
the Corporation, on the one hand, or the underwriters or the Holders of such Registrable Securities, on the other, and to the parties' relative intent, knowledge, access to information and opportunity
to correct or
prevent such statement or omission. The Corporation and each of the Holders agrees that it would not be just and equitable if contributions pursuant to this

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paragraph were determined bypro rataallocation (even if all of the Holders of such Registrable Securities were treated as one entity for such purpose)
or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or action in respect thereof, referred to above in this paragraph, shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph, no Holder shall be required to contribute any amount in
excess of the lesser of (i) the proportion that the public offering price of shares sold by such Holder under such registration statement bears to the total public offering price of all
securities sold thereunder, but not to exceed the proceeds received by such Holder for the sale of Registrable Securities covered by such registration statement and (ii) the amount of any
damages which they would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No person guilty of fraudulent misrepresentations (within the meaning of
Section 11(f) of the Securities Act), shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation.

(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement (if any) entered into
in connection with an underwritten public offering of the Registrable Securities are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.

2.6  Information by Holder

The
Holder or Holders of Registrable Securities included in any registration shall furnish to the Corporation such information regarding such Holder or Holders, the Registrable
Securities held by them and the distribution proposed by such Holder or Holders as the Corporation may reasonably request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 2.

2.7  Rule 144 Reporting

With
a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public
without registration, the Corporation agrees to use its best efforts to:



2.8  Transfer of Registration Rights

The
rights to cause the Corporation to register securities granted to Holders under this Section 2 may be assigned (a) to a transferee or assignee in connection with any
transfer or assignment of Registrable Securities by a Holder of not less than 20,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits,
stock dividends, reverse stock splits, and the like), or (b) to the estate of a Holder, provided in each case that such transfer may otherwise be effected in

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accordance with applicable securities laws and written notice of the transfer is given to the Corporation at the time of or within a reasonable time after such transfer or assignment, stating the name
and address of the transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and provided, further, that the
transferee or assignee of such rights agrees in writing to be bound by the terms of this Agreement as if such transferee were a party hereto.

2.9  Standoff Agreement

Each
Holder agrees, in connection with registered public offerings of the Corporation's securities for the account of the Corporation, upon request of the Corporation or the
underwriters managing any underwritten offering of the Corporation's securities, not to sell, make any short sale of or otherwise dispose of any Registrable Securities (other than those included in
the registration) without the prior written consent of the Corporation or such underwriters, as the case may be, for such period of time (not to exceed 120 days in the case of other public
offerings) from the effective date of such registration as may be requested by the underwriters, provided, that the officers and directors of the Corporation who own stock of the Corporation also
agree to such restrictions.

2.10  Termination of Registration Rights

The
rights granted under this Section 2 shall terminate one (1) year from the later of the exercise in full or termination of the Warrants.

2.11  Delay of Registration

No
Holder or Holders shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as a result of any controversy that might arise with respect to
the interpretation or implementation of this Section 2.

2.12  Use of Form S-3

With
a view to maintaining its eligibility to use Form S-3, the Corporation agrees to use its best efforts to file with the Commission in a timely manner
(i) all the material required to be filed pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, and (ii) all reports and other documents required to be
filed by the Corporation under the Securities Act and the Securities Exchange Act of 1934, as amended; provided, however, that there can be no assurance that the Corporation will remain eligible for
use of Form S-3 or that any Form S-3 filed by the Corporation with respect to the Registrable Securities will be declared effective.

3.  Miscellaneous

3.1  Waivers and Amendments

With
the written consent of both the Corporation and Holders of a majority of outstanding Registrable Securities originally acquired by Wainwright then held by Holders (voting
together as a class), the obligations of the Corporation and the rights of such Holders of Registrable Securities under this Agreement may be waived (either generally or in a particular instance, and
either for a specified period of time or indefinitely), and with the same consent the Corporation, when authorized by resolution of its Board of Directors, may enter into a supplementary agreement for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement. Neither this Agreement nor any provisions hereof may be changed, waived,
discharged or terminated orally, other than by a signed statement in writing.

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3.2  Governing Law

This
Agreement shall be governed in all respects by the laws of the State of Oregon as such laws are applied to agreements between Oregon residents entered into and to be performed
entirely within Oregon.

3.3  Successors and Assigns

Except
as otherwise expressly provided herein, the Provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators
of the parties hereto.

3.4  Entire Agreement

This
Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.

3.5  Notices

All
notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic
mail, overnight delivery service or U.S. mail, in which event it may be mailed by first class, postage prepaid, addressed (a) if to Wainwright, at the address set forth on the signature page
hereto, or at such other address as the Holder shall have furnished to the Corporation, or (b) if to the Corporation, at 7620 SW Bridgeport Road, Portland, Oregon 97224, Attention: President,
or at such other address as shall have furnished to the Holders in writing. Notwithstanding the foregoing, all notices and communications to addresses outside the United States shall be given by
telecopier and confirmed in writing sent by overnight or two-day courier service.

3.6  Titles and Subtitles

The
titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

3.7  Litigation; Prevailing Party

In
the event of any litigation between the Corporation and Wainwright with regard to this Agreement, the prevailing party shall be entitled to reimbursement from the nonprevailing
party for all reasonable fees and expenses of counsel for the prevailing party.

3.8  Nominees

Securities
registered in the name of a nominee for a Holder shall, for purposes of this Agreement, be treated as being owned by such Holder.

3.9  Counterparts

This
Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Delivery of a signed
counterpart by and between telephone facsimile transmission shall between effective as delivery of a manually signed counterpart of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date set forth above.

| |  | BIOJECT MEDICAL TECHNOLOGIES INC.
| |  | ---------------------------------
| |  | By:                              
| |  | H.C. Wainwright & Co., Inc.      
| |  | By:                              

| |  | Name:                                                            | 
| |  | ---------------------------------------------------------------- | 
| |  | Title:                                                           | 
| |  | Address:  One Boston Place
Boston MA 02108
Attn: General Counsel
| |  | Telecopy: (617) 788-9520                                        

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