Convertible Subordinated Promissory Note Third Extension Agreement



 Exhibit 10.1 
 CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE 
 THIRD EXTENSION AGREEMENT 
 Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), borrowed $508,896 from Life Sciences Opportunities Fund II (Institutional),
L.P., a Delaware Limited Partnership (the “Lender”), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the “Note”); and 
 Whereas, the Maturity Date of the Note was extended from May 15 2009 to July 15, 2009, pursuant to an Extension Agreement dated April 6, 2009, between the
Company and the Lender; and the Maturity Date of the Note was further extended from July 15, 2009 to August 15, 2009, pursuant to the Second Extension Agreement dated July 13, 2009, between the Company and the Lender; 
 Whereas, no principal and interest have been paid to date on the Note; and 
 Whereas, the Company has requested that the Lender extend the Maturity Date of the Note and all principal and interest due thereon to August 31, 2009; 
 For good and valuable consideration, the Company and the Lender agree as follow: 
 The Maturity Date of the Note is hereby
extended to August 31, 2009 and all principal and interest due and payable on the Note shall be due and payable on August 31, 2009 (the “Third Extension”). All of the other terms and conditions of the Note, the Convertible Note
Purchase and Warrant Agreement between the Company and the Lender dated as of December 5, 2007, as amended as of December 19, 2007, the Warrant to purchase 67,853 shares of the Company’s Common Stock issued by the Company to the
Lender on December 5, 2007 and the Registration Rights Agreement between the Company and the Lender dated as of December 5, 2007, shall remain in full force and effect and were not and are not amended in any manner by the Extension
Agreement, the Second Extension Agreement and this Third Extension Agreement. 
 Dated: August 14, 2009 
  

			
	LIFE SCIENCES OPPORTUNITIES FUND II (INSTITUTIONAL), L.P.
		
	By:	 	 /s/    Al Hansen

		 	Signet Healthcare Partners, LLC, General Partner
		 	Al Hansen, Managing Director
	
	Bioject Medical Technologies, Inc.
		
	By:	 	 /s/    Ralph Makar

		 	Ralph Makar
		 	President and Chief Executive Officer








 CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE 
 THIRD EXTENSION AGREEMENT 
 Whereas, Bioject Medical
Technologies Inc., an Oregon corporation (the “Company”), borrowed $91,104 from Life Sciences Opportunities Fund II, L.P., a Delaware Limited Partnership (the “Lender”), pursuant to that certain Convertible Subordinated
Promissory Note, dated as of December 5, 2007 (the “Note”); and 
 Whereas, the Maturity Date of the Note was extended from May 15 2009
to July 15, 2009, pursuant to an Extension Agreement dated April 6, 2009, between the Company and the Lender; and the Maturity Date of the Note was further extended from July 15, 2009 to August 15, 2009, pursuant to the Second
Extension Agreement dated July 13, 2009, between the Company and the Lender; 
 Whereas, no principal and interest have been paid to date on the Note;
and 
 Whereas, the Company has requested that the Lender extend the Maturity Date of the Note and all principal and interest due thereon to August 31,
2009; 
 For good and valuable consideration, the Company and the Lender agree as follow: 
 The Maturity Date of the Note is hereby extended to August 31, 2009 and all principal and interest due and payable on the Note shall be due and payable on August 31, 2009 (the “Third Extension”).
All of the other terms and conditions of the Note, the Convertible Note Purchase and Warrant Agreement between the Company and the Lender dated as of December 5, 2007, as amended as of December 19, 2007, the Warrant to purchase 12,147
shares of the Company’s Common Stock issued by the Company to the Lender on December 5, 2007 and the Registration Rights Agreement between the Company and the Lender dated as of December 5, 2007, shall remain in full force and effect
and were not and are not amended in any manner by the Extension Agreement, the Second Extension Agreement and this Third Extension Agreement. 
  

			
	Dated: August 14, 2009
	
	LIFE SCIENCES OPPORTUNITIES FUND II, L.P.
		
	By:	 	 /s/    Al Hansen

		 	Signet Healthcare Partners, LLC, General Partner
		 	Al Hansen, Managing Director
	
	Bioject Medical Technologies, Inc.
		
	By:	 	 /s/    Ralph Makar

		 	Ralph Makar
		 	President and Chief Executive Officer