Exhibit 4.1


 


FOURTH
AMENDMENT TO RIGHTS AGREEMENT


 


THIS FOURTH
AMENDMENT, dated as of November 20, 2007 (this “Fourth Amendment”), is
made between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”),
and American Stock Transfer & Trust Company (the “Rights Agent”), to
amend the Rights Agreement, dated as of July 1, 2002, between the Company
and the Rights Agent, as amended by the First Amendment to Rights Agreement
dated as of October 8, 2002, the Second Amendment to Rights Agreement dated
as of November 15, 2004, and the Third Amendment to Rights Agreement dated
as of March 8, 2006 (the “Rights Agreement”).


 


WHEREAS, the Company and
the Rights Agent have entered into the Rights Agreement;


 


WHEREAS, the Board of
Directors of the Company adopted resolutions on November 5, 2007 to amend
the Rights Agreement as stated below and in accordance with Section 26
thereof; and


 


WHEREAS, the Company has
directed the Rights Agent to adopt this Fourth Amendment.


 


NOW, THEREFORE, in
consideration of the mutual agreements set forth herein, the parties agree as
follows:


 


1.             Section 1(a) of
the Rights Agreement is hereby amended in its entirety to read as follows:


 


  “(a)  “Acquiring Person” shall mean
any Person (as such term is defined in this Agreement) who or which, together
with all Affiliates and Associates (as such terms are defined in this
Agreement) of such Person, shall be the Beneficial Owner (as such term is
defined in this Agreement) of 15% or more of the shares of Common Stock then
outstanding; provided, however, that an Acquiring Person shall
not include the Company, any Subsidiary (as such term is defined in this
Agreement) of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, any entity holding shares of Common Stock for or
pursuant to the terms of any such plan, LOF Partners, LLC or its Affiliates and
Associates (including Life Sciences Opportunities Fund, L.P., Life Sciences
Opportunities Fund II, L.P. and Life Sciences Opportunities Fund II (Institutional),
L.P.) (collectively, “LOF”) or Partners for Growth, L.P. or any of its
Affiliates and Associates (collectively “PFG”); provided, however,
that if PFG shall become the Beneficial Owner of an aggregate of 19.99% or more
of the shares of Common Stock then outstanding (regardless of whether such
Common Stock was acquired before or after the date hereof), then PFG shall
be deemed an “Acquiring Person.” 
Notwithstanding the foregoing, no Person shall be deemed to be an “Acquiring
Person” (including PFG) either (i) as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
of Common Stock outstanding, increases the proportionate number of shares
Beneficially Owned by such Person to 15% or more (or with respect to PFG,
19.99% or more) of the shares of Common Stock then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of 15% or
more (or with respect to PFG, 19.99% or more) of the shares of Common Stock
then outstanding by reason of share acquisitions by the Company and
if such Person shall, after such share acquisitions by the Company, become
the Beneficial Owner of any additional shares of Common Stock representing one
percent (1%) or more of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock), then such
Person (unless such Person shall be the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company,
any entity holding shares of Common Stock for or pursuant to the terms of
any such plan, or LOF) shall be deemed an “Acquiring Person,” or (ii) if
the Board of Directors of the Company determines in good faith that a Person
who would otherwise be an “Acquiring Person,” as defined by the foregoing
provisions of this paragraph (a), has become such inadvertently, and such
person divests as promptly as practicable a sufficient number of shares of
Common Stock so that such Person would no longer be an “Acquiring Person,” as
defined by the foregoing provisions of this paragraph (a).”


 


2.             The
Rights Agreement shall remain in full force and effect without amendment except
this Fourth Amendment and any other amendment made in accordance with Section 26
of the Rights Agreement.  All
references in the Rights Agreement to “this Agreement” or the “Agreement” or “hereof”
and all references in this Fourth Amendment to the Agreement shall hereafter be
deemed to be references to the Rights Agreement as amended by


 

















 


this
Fourth Amendment and any other amendment made in accordance with Section 26
of the Rights Agreement.  All terms used
but not defined in this Fourth Amendment shall have the meanings ascribed to
them in the Rights Agreement.


 


IN WITNESS WHEREOF, the parties hereto have caused
this Fourth Amendment to be duly executed as of the day and year first above
written.


 


	
   

  	
   

  	
  BIOJECT MEDICAL
  TECHNOLOGIES INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Christine Farrell

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Christine
  Farrell

  	
   

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President of Finance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN STOCK
  TRANSFER & TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Wilbert Myles

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  

  	
  Wilbert
  Myles

  	
   

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President