EXHIBIT
10.28


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
COVERING ANY SUCH TRANSACTION OR SUCH TRANSACTION IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION
OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF WARRANTHOLDER’S COUNSEL,
IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION
PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.


 


 


SERIES “AA-1” COMMON STOCK PURCHASE WARRANT


 


Bioject Medical Technologies Inc.


 


 


                THIS CERTIFIES that for good and
valuable consideration received, MEDACorp, Inc., or registered assigns, is
entitled, upon the terms and subject to the conditions hereinafter set forth,
to acquire from Bioject Medical Technologies Inc., an Oregon corporation (the
“Corporation”) up to 15,000 fully paid and nonassessable shares of common
stock, without par value, of the Corporation (“Warrant Stock”) at a purchase
price per share (the “Exercise Price”) of $4.85.


 


1.             Term
of Warrant


 


                Subject to the terms and
conditions set forth herein, this Warrant shall be exercisable, in whole or
from time to time in part, at any time on or after the date hereof and at or
prior to 11:59 p.m., Pacific time, on May 31, 2005 (the “Expiration Time”).


 


2.                                      Exercise of Warrant


 


                The purchase rights represented
by this Warrant are exercisable by the registered holder hereof, in whole or in
part, at any time and from time to time at or prior to the Expiration Time by
the surrender of this Warrant and the Notice of Exercise form attached hereto
duly executed to the office of the Corporation at 7620 S.W. Bridgeport Road,
Portland, Oregon  97224 (or such other
office or agency of the Corporation as it may designate by notice in writing to
the registered holder hereof at the address of such holder appearing on the
books of the Corporation), and upon payment of the Exercise Price for the
shares thereby purchased (by cash or by check or bank draft payable to the order
of the Corporation or by cancellation of indebtedness of the Corporation to the
holder hereof, if any, at the time of exercise in an amount equal to the
purchase price of the shares thereby purchased); whereupon the holder of this
Warrant shall be entitled to receive from the Corporation a stock certificate
in proper form representing the number of shares of Warrant Stock so purchased.


 


3.             Issuance
of Shares; No Fractional Shares of Scrip


 


                Certificates for shares
purchased hereunder shall be delivered to the holder hereof by the
Corporation’s transfer agent at the Corporation’s expense within a reasonable
time after the date on which this Warrant shall have been exercised in
accordance with the terms hereof.  Each
certificate so delivered shall be in such denominations as may be requested by
the holder hereof and shall be registered in the name of such holder or,
subject to applicable laws, other name as shall be requested by such
holder.  If, upon exercise of this
Warrant, fewer than all of the shares of Warrant Stock evidenced by this
Warrant are purchased prior to the Expiration Time, one or more new warrants
substantially in the form of, and on the terms in, this Warrant will be issued
for the remaining number of shares of Warrant Stock not purchased upon exercise
of this Warrant.  The Corporation hereby
represents and warrants that all


 

















 


shares of Warrant
Stock which may be issued upon the exercise of this Warrant will, upon such
exercise, be duly and validly authorized and issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the
issuance thereof (other than liens or charges created by or imposed upon the
holder of the Warrant Stock).  The
Corporation agrees that the shares so issued shall be and be deemed to be
issued to such holder as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered for
exercise in accordance with the terms hereof. 
No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. 
With respect to any fraction of a share called for upon the exercise of
this Warrant, an amount equal to such fraction multiplied by the then current
price at which each share may be purchased hereunder shall be paid in cash to
the holder of this Warrant.


 


4.             Charges,
Taxes and Expenses


 


                Issuance of certificates for
shares of Warrant Stock upon the exercise of this Warrant shall be made without
charge to the holder hereof for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Corporation, and such certificates shall be
issued in the name of the holder of this Warrant or in such name or names as may
be directed by the holder of this Warrant; provided, however, that in
the event certificates for shares of Warrant Stock are to be issued in a name
other than the name of the holder of this Warrant, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the holder hereof.


 


5.             No
Rights as Shareholders


 


                This Warrant does not entitle
the holder hereof to any voting rights or other rights as a shareholder of the
Corporation prior to the exercise hereof.


 


6.             Registration
Rights


 


                This Warrant is a Series “AA-1”
Warrant identified in the Registration Rights Agreement dated as of June 1,
2002 between the Corporation and the parties listed on the signature pages
thereto.  A transferee of this Warrant
may become a “Holder” as defined in such agreement upon compliance with the
requirements of such agreement.


 


7.             Exchange
and Registry of Warrant


 


                This Warrant is exchangeable,
upon the surrender hereof by the registered holder at the above-mentioned office
or agency of the Corporation, for a new Warrant of like tenor and dated as of
such exchange.  The Corporation shall
maintain at the above-mentioned office or agency a registry showing the name
and address of the registered holder of this Warrant.  This Warrant may be surrendered for exchange, transfer or
exercise, in accordance with its terms, at such office or agency of the
Corporation, and the Corporation shall be entitled to rely in all respects,
prior to written notice to the contrary, upon such registry.


 


8.             Loss,
Theft, Destruction or Mutilation of Warrant


 


                Upon receipt by the Corporation
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in case of loss, theft or destruction of
indemnity or security reasonably satisfactory to it, and upon reimbursement to
the Corporation of all reasonable expenses incidental thereto, and upon
surrender and cancellation of this Warrant, if mutilated, the Corporation will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.


 


9.             Saturdays,
Sundays and Holidays


 


                If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or a Sunday or shall be a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday, Sunday or legal holiday.


 


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10.          Merger, Sale of Assets, Etc.


 


                If at any time the Corporation
proposes to merge or consolidate with or into any other corporation, effect any
reorganization, or sell or convey all or substantially all of its assets to any
other entity, then, as a condition of such reorganization, consolidation,
merger, sale or conveyance, the Corporation or its successor, as the case may
be, shall enter into a supplemental agreement to make lawful and adequate
provision whereby the holder shall have the right to receive, upon exercise of
the Warrant, the kind and amount of equity securities which would have been
received upon such reorganization, consolidation, merger, sale or conveyance by
a holder of a number of shares of common stock equal to the number of shares
issuable upon exercise of the Warrant immediately prior to such reorganization,
consolidation, merger, sale or conveyance. 
If the property to be received upon such reorganization, consolidation,
merger, sale or conveyance is not equity securities, the Corporation shall give
the holder of this Warrant ten (10) business days prior written notice of the
proposed effective date of such transaction, and if this Warrant has not been
exercised by or on the effective date of such transaction, it shall terminate.


 


11.          Subdivision,
Combination, Reclassification, Conversion, Etc.


 


                If the Corporation at any time
shall, by subdivision, combination, reclassification of securities or
otherwise, change the Warrant Stock into the same or a different number of
securities of any class or classes, this Warrant shall thereafter entitle the
holder to acquire such number and kind of securities as would have been
issuable in respect of the Warrant Stock (or other securities which were
subject to the purchase rights under this Warrant immediately prior to such
subdivision, combination, reclassification or other change) as the result of
such change if this Warrant had been exercised in full for cash immediately
prior to such change.  The Exercise
Price hereunder shall be adjusted if and to the extent necessary to reflect
such change.  If the Warrant Stock or
other securities issuable upon exercise hereof are subdivided or combined into
a greater or smaller number of shares of such security, the number of shares
issuable hereunder shall be proportionately increased or decreased, as the case
may be, and the Exercise Price shall be proportionately reduced or increased,
as the case may be, in both cases according to the ratio which the total number
of shares of such security to be outstanding immediately after such even bears
to the total number of shares of such security outstanding immediately prior to
such event.  The Corporation shall give
the holder prompt written notice of any change in the type of securities
issuable hereunder, any adjustment of the Exercise Price for the securities
issuable hereunder, and any increase or decrease in the number of shares
issuable hereunder.


 


12.          Transferability;
Compliance with Securities Laws


 


                (a)           This Warrant may not be transferred or assigned in whole
or in part without compliance with all applicable federal and state securities
laws by the transferor and transferee (including the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Corporation, if requested by the Corporation). Subject such restrictions, prior
to the Expiration Time, this Warrant and all rights hereunder are transferable
by the holder hereof, in whole or in part, at the office or agency of the
Corporation referred to in Section 1 hereof. 
Any such transfer shall be made in person or by the holder’s duly
authorized attorney, upon surrender of this Warrant together with the
Assignment Form attached hereto properly endorsed.


 


                (b)           The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Stock issuable upon exercise
hereof are being acquired solely for the holder’s own account and not as a
nominee for any other party, and for investment, and that the holder will not
offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock
to be issued upon exercise hereof except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws.  Upon exercise of this
Warrant, the holder shall, if requested by the Corporation, confirm in writing,
in a form satisfactory to the Corporation, that the shares of Warrant Stock so
purchased are being acquired solely for holder’s own account and not as a
nominee for any other party, for investment, and not with a view toward
distribution or resale.


 


                (c)           The Warrant Stock has not been and will not be registered
under the Securities Act of 1933, as amended, and this Warrant may not be
exercised except by (i) the original purchaser of this Warrant from the
Corporation or (ii) an “accredited investor” as defined in Rule 501(a) under
the Securities Act of 1933, as amended. Each certificate representing the
Warrant Stock or other securities issued in respect of the Warrant Stock upon
any


 


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stock split, stock
dividend, recapitalization, merger, consolidation or similar event, shall be
stamped or otherwise imprinted with a legend substantially in the following
form (in addition to any legend required under applicable securities laws):


 


                THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED
FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE
BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL
APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN
APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE
CORPORATION, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER’S COUNSEL, IN FORM
ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION
PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.


 


13.          Representations
and Warranties


 


                The Corporation hereby
represents and warrants to the holder hereof that:


 


                (a)           during the period this Warrant is outstanding, the
Corporation will reserve from its authorized and unissued common stock a
sufficient number of shares to provide for the issuance of Warrant Stock upon
the exercise of this Warrant;


 


                (b)           the issuance of this Warrant shall constitute full
authority to the Corporation’s officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates
for the shares of Warrant Stock issuable upon exercise of this Warrant;


 


                (c)           the Corporation has all requisite legal and corporate
power to execute and deliver this Warrant, to sell and issue the Warrant Stock
hereunder, to issue the common stock issuable upon exercise of the Warrant
Stock and to carry out and perform its obligations under the terms of this
Warrant;


 


                (d)           all corporate action on the part of the Corporation, its
directors and shareholders necessary for the authorization, execution, delivery
and performance of this Warrant by the Corporation, the authorization, sale,
issuance and delivery of the Warrant Stock, the grant of registration rights as
provided herein and the performance of the Corporation’s obligations hereunder
has been taken;


 


                (e)           the Warrant Stock, when issued in compliance with the
provisions of this Warrant and the Corporation’s Articles of Incorporation (as
they may be amended from time to time (the “Articles”)), will be validly
issued, fully paid and nonassessable, and free of all taxes, liens or
encumbrances with respect to the issue thereof, and will be issued in
compliance with all applicable federal and state securities laws; and


 


                (f)            the issuance of the Warrant Stock will not be subject to
any preemptive rights, rights of first refusal or similar rights.


 


14.          Corporation


 


                The Corporation will not, by
amendment of its Articles or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Warrant and in the taking of all such action as may
be necessary or appropriate in order to protect the rights of the holder of the
Warrant against impairment.


 


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15.          Governing
Law


 


                This Warrant shall be governed
by and construed in accordance with the laws of the State of Oregon.


 


 


                IN WITNESS WHEREOF, the
Corporation has caused this Warrant to be executed by its duly authorized
officers.


 


Dated:   June 19, 2002


 


 


 


BIOJECT MEDICAL
TECHNOLOGIES INC.


 


 


 


	
  By:

  	
   

  	 

	
  Name: 

  	
  Christine M. Farrell

  
	
  Title:

  	
  Controller & Secretary

  
				



 


 


 


 


5

















 


NOTICE OF EXERCISE


 


To:          Bioject Medical
Technologies Inc.


 


                (1)           The undersigned hereby elects to purchase
           shares of common
stock of Bioject Medical Technologies Inc. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the purchase price in full,
together with all applicable transfer taxes, if any.


 


                (2)           In exercising this Warrant, the
undersigned hereby confirms and acknowledges that the shares of common stock to
be issued upon exercise hereof are being acquired solely for the account of the
undersigned and not as a nominee for any other party, and for investment, and
that the undersigned will not offer, sell or otherwise dispose of any such
shares of common stock except under circumstances that will not result in a
violation of the Securities Act of 1933, as amended, or any state securities
laws.


 


                (3)           Please issue a certificate or
certificates representing said shares of common stock in the name of the
undersigned or in such other name as is specified below:


 


 




	
   

  
	
  (Name)

  






 


 




	
   

  
	
  (Address)

  






 


 


                (4)           The undersigned represents that (a)
he, she or it is the original purchaser from the Corporation of the attached
Warrant or an “accredited investor” within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended and (b) the aforesaid shares of common stock
are being acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution thereof and
that the undersigned has no present intention of distributing or reselling such
shares.


 


 


	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)

  



 


 


 


 


 


 


6

















ASSIGNMENT
FORM


 


(To assign the foregoing Warrant, execute this form and supply required
information.  Do not use this form to
purchase shares.)


 


 


 


                FOR VALUE RECEIVED,
the undersigned registered owner of this Warrant hereby sells, assigns and
transfers unto the Assignee named below all of the rights of the undersigned
under the within Warrant, with respect to the number of shares of common stock
of Bioject Medical Technologies Inc. set forth below:


 


	
  Name of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


                                                                                                


 


 


 


 


and does hereby irrevocably constitute and appoint                                    Attorney to make such transfer on the
books of Bioject Medical Technologies Inc., maintained for the purpose, with
full power of substitution in the premises.


 


                The undersigned
also represents that, by assignment hereof, the Assignee acknowledges that this
Warrant and the shares of stock to be issued upon exercise hereof are being
acquired for investment and that the Assignee will not offer, sell or otherwise
dispose of this Warrant or any shares of stock to be issued upon exercise
hereof except under circumstances which will not result in a violation of the
Securities Act of 1933, as amended, or any state securities laws.  Further, the Assignee shall, if requested by
the Corporation, confirm in writing, in a form satisfactory to the Corporation,
that the shares of stock so purchased are being acquired for investment and not
with a view toward distribution or resale.


 


 


 


	
   

  	
  Dated:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


 


Guaranteed
Signature:


 


NOTE:  The signature to this
Assignment Form must correspond with the name as it appears on the face of the
Warrant, without alteration or enlargement or any change whatever, and must be
guaranteed by a bank or trust company. 
Officers of corporations and those action in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


 


 


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