EXHIBIT 10.6


FORM
OF REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement (the “Agreement”)
dated as of                 ,
2007, is entered into by and between Bioject Medical Technologies Inc. (the “Company”)
and                                                         
(“Noteholder”).


WHEREAS, the Company has issued to Noteholder a
warrant to purchase common stock (the “Warrant”) and a convertible promissory
note (the “Note”) pursuant to a Convertible Note Purchase and Warrant Agreement
of even date herewith; and,


WHEREAS, the Corporation wishes Noteholder to
have piggyback registration rights as Seller had with regard to Common Stock of
the Company which Noteholder may acquire upon exercise of the Warrant and
conversion of the Note pursuant to Section 4.1.1 thereof  (such Common Stock being the “Registrable
Securities”).


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
Company and Noteholder agree as follows:


(A)          Piggyback Registration.


(1)           If the Company at any time proposes
to register any of its shares of Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”) (other than a registration effected solely to
implement an employee benefit plan, or a merger, acquisition, or exchange offer
to which Rule 145 promulgated under the Securities Act is applicable), whether
or not for sale for its own account, it shall give prompt written notice to
Noteholder of each such intended registration by the Company and Noteholder
shall be entitled to request that the Company include in any such registration
any number of shares of Registrable Securities then owned by Noteholder (“Written
Request”), subject to the limitations set forth in Section (B)(1) hereof.


(2)           Upon the Written Request of
Noteholder, made within ten days after the giving by the Company of any such
notice of intention to register any of its shares of its Common Stock, the
Company shall use its best efforts to effect the registration under the
Securities Act of all shares of Registrable Securities which the Company has
been so requested to register by Noteholder (subject to the restrictions set
forth in Section (B)(1) hereof); provided, however, that (i) if at any time
after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register such Registrable Securities, the Company may, at its election, give
written notice of such determination to Noteholder and, thereupon, shall be
relieved of its obligation to register any shares of Registrable Securities on
behalf of Noteholder in connection with such registration (but not from its
obligation to pay the Registration Expenses (as hereinafter defined) in
connection therewith), and (ii) if such registration involves an underwritten
offering, Noteholder shall sell its shares of Registrable Securities to the
underwriters selected by the Company on the same terms and conditions as apply
to the Company.


(B)           General Provisions.


(1)           If a registration involves an
underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering,
then the Company shall include in such registration (i) first, the securities
the Company proposes to sell, and (ii) second, the number of shares of
Registrable Securities requested by Noteholder and any other stockholders or
warrant holders of the Company with similar registration rights (collectively,
the “Selling Holders”) to be included in such registration which, in the
opinion of such underwriters, can be sold, such amount to be allocated pro rata
among the Selling Holders requesting registration in accordance with the number
of shares of Common Stock owned by such stockholder or represented by warrants
or convertible notes held by such persons.

















 


(2)           Noteholder shall furnish the Company
such information regarding such holder and the distribution of its shares of
Registrable Securities as the Company may from time to time reasonably request
in writing in connection with the registration statement (and the prospectus contained
therein).


(3)           The Company shall have the right to
designate the managing underwriter in any underwritten offering.


(4)           All expenses incident to all
registration and filing fees, fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the shares of Common Stock), rating
agency fees, printing expenses, messenger and delivery expenses, the fees and
expenses incurred in connection with the listing of the securities to be
registered on securities exchanges or NASDAQ, fees and disbursements of counsel
for the Company and its independent certified public accountants, fees and
disbursements of one counsel to all of the Selling Holders (such counsel to be
selected by the Selling Holders selling a majority of the shares sold by all of
the Selling Holders and such fees and disbursements of such counsel not
exceeding $15,000), the reasonable fees and expenses of any special experts
retained by the Company in connection with such registration and the fees and
expenses of other persons retained by the Company (all such expenses being
herein called “Registration Expenses”), will be borne by the Company.  Except as provided above, the Company will
not have any responsibility for any of the expenses of Noteholder incurred in
connection with any registration hereunder, including, without limitation,
underwriting discounts or commissions attributable to the sale of shares of
Registrable Securities and counsel fees for Noteholder.


(5)


(i)            In connection with any registration
of shares of Registrable Securities of Noteholder pursuant to Section (A)
hereof, the Company agrees to indemnify, to the full extent permitted by law,
Noteholder against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees and disbursements) caused by any untrue or alleged
untrue statement of a material fact contained in any registration statement,
prospectus, or preliminary prospectus or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except insofar as the same are caused by or
contained in any information with respect to Noteholder furnished in writing to
the Company by Noteholder expressly for use therein or by Noteholder’s failure
to deliver to a prospective shareholder a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished Noteholder with a sufficient number of copies of the same.


(ii)           In connection with any registration
in which Noteholder is participating, Noteholder will furnish to the Company in
writing such information with respect to it as the Company reasonably requests
for use in connection with any such registration statement, prospectus or
preliminary prospectus and agrees to indemnify, to the full extent permitted by
law, the Company, its directors and officers and each person who controls the
Company (within the meaning of the Securities Act), and, in connection with an
underwritten offering, each underwriter and each person who controls the
underwriters (within the meaning of the Securities Act) against any losses, claims,
damages, liabilities and expenses (including attorneys’ fees and disbursements)
caused by any untrue or alleged untrue statement of a material fact contained
in any registration statement, prospectus or preliminary prospectus or 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 under which they were made, not misleading, to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information with respect to Noteholder so furnished in writing by Noteholder
expressly for use therein.


(iii)          Any person entitled to indemnification
hereunder agrees to give prompt written notice to the indemnifying party after
the receipt by such person of any written notice of the commencement of any
action, suit, proceeding or investigation or threat thereof made in writing for
which such person will claim indemnification or contribution pursuant to this
Agreement and, unless a conflict of interest exists between such indemnified
party and the indemnifying party with respect to such claim, permit the
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to such indemnified party. 
If the indemnifying party


 


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is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel with respect to such claim, unless
a conflict of interest exists between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.  The
indemnifying party will not be subject to any liability for any settlement made
without its consent.


(iv)          If the indemnification provided for in
this Section (B)(5) from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims, damages,
liabilities, or expenses referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities, or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted in such losses, claims, damages,
liabilities, or expenses, as well as any other relevant equitable
considerations.  The relative fault of
such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information, and opportunity to correct
or prevent such action.  The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities,
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section (B)(5)(iii) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.


The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section (B)(5)(iv) were determined
by pro  rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the
immediately preceding paragraph.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


If indemnification is available under this Section
(B)(5), the indemnifying parties shall indemnify the indemnified party to the
full extent provided in Sections (B)(5)(i) and (B)(5)(ii) hereof without regard
to the relative fault of said indemnifying party or indemnified party or any
other equitable consideration provided for in this Section (B)(5)(iv).


(6)           If the Company becomes subject to the
reporting requirements of either Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company will use its
best efforts to timely file with the Securities and Exchange Commission (the “SEC”)
such information as the SEC may require under either of said Sections; and in
such event, the Company shall use its best efforts to take all action as may be
required as a condition to the availability of Rule 144 under the Securities
Act (or any successor exemptive rule hereinafter in effect) with respect to
shares of Registrable Securities.  The
Company shall furnish to Noteholder forthwith upon request (i) a written statement
by the Company as to its compliance with the reporting requirements of Rule
144, (ii) a copy of the most recent annual or quarterly report of the Company
as filed with the SEC, and (iii) such other reports and documents as Noteholder
may reasonably request in availing itself of any rule or regulation of the SEC
allowing Noteholder to sell any shares of Registrable Securities without
registration.


(7)           Noteholder shall not have any right
to take any action to restrain, enjoin or otherwise delay enjoin or otherwise
delay any registration as the result of any controversy that might arise with
respect to the interpretation or implementation of Section (A).


(8)           In consideration for the Company’s
agreeing to its obligations under Section (A), the Noteholder agrees, in
connection with any registration of the Company’s securities in a firm
commitment underwriting, upon the request of the Company or the underwriters
managing such underwriting, not to sell, make any short sale of, loan, grant
any option for the purchase of or otherwise dispose of any Registrable
Securities (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) after the effective date of such
registration as the Company or the underwriters may specify, provided that each
officer, director and 10% shareholder of the Company shall make the same
agreement with respect to other securities of the Company then held by such
other person (other


 


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than those included in the registration).  In order to enforce the foregoing covenant,
the Company may impose stop-transfer instructions with respect to the
securities of the Noteholder (and the shares of every person subject to the
foregoing restriction) until the end of such period.


(9)           Noteholder shall not be entitled to
exercise any right provided for in Section (A) after the earlier of (i)
the fourth anniversary of the of this Agreement or (ii) such time at which all
Registrable Securities held by Noteholder can be sold in any three-month period
without registration in compliance with Rule 144 of the Securities Act.  The Company is not obligated to register any
securities pursuant to Section (A) to the extent such securities may be sold
without registration in compliance with Rule 144 of the Act.


(C)           Miscellaneous.


(1)           All notices or demands shall be in
writing and shall be delivered personally, electronically, or by express,
certified or registered mail or by private overnight express mail service.
Delivery shall be deemed conclusively made: (i) at the time of delivery if
personally delivered, (ii) immediately in the event notice is delivered by
confirmed facsimile, (iii) twenty-four (24) hours after delivery to the carrier
if served by any private, overnight express mail service, (iv) twenty-four (24)
hours after deposit thereof in the United States mail, properly addressed and
postage prepaid, return receipt requested, if served by express mail, or (v)
five (5) days after deposit thereof in the United States mail, properly
addressed and postage prepaid, return receipt requested, if served by certified
or registered mail.


Any notice or demand to the Company shall be given to:


	
   

  	
  Bioject Medical
  Technologies Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  



 


Any notice or demand to Noteholder shall be given to:


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  	
   

  
	
   

  	
  Fax:

  	
   

  	
   

  



 


Any party may, by virtue of written notice in
compliance with this paragraph, alter or change the address or the identity of
the person to whom any notice, or copy thereof, is to be delivered.


(2)           The Company and Noteholder shall each
execute and deliver all such further instruments, documents and papers, and
shall perform any and all acts necessary, to give full force and effect to all
of the terms and provisions of this Agreement.


(3)           Any provision of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Noteholder.


(4)           This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their successors and
assigns; provided that the Noteholder shall not assign this Agreement or its
rights hereunder without the prior written consent of the Company, which
consent will not be unreasonably withheld.


(5)           This Agreement incorporates the
entire understanding of the parties and supersedes all previous agreements
relating to the subject matter hereof, should they exist. This Agreement and
any issue arising 


 


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out of or relating to the relationship of the parties
hereunder shall be governed by, and construed in accordance with, the laws of
the State of Oregon, without regard to principles of conflicts of law. In all
matters of interpretation, whenever necessary to give effect to any provision
of this Agreement, each gender shall include the others, the singular shall
include the plural, and the plural shall include the singular.  The titles of the paragraphs of this
Agreement are for convenience only and shall not in any way affect the
interpretation of any provision or condition of this Agreement.


(6)           In the event of any litigation or
arbitration between the parties hereto respecting or arising out of this
Agreement, the prevailing party shall be entitled to recover reasonable legal
fees, whether or not such litigation or arbitration proceeds to final judgment
or determination.


(7)           Each party hereto consents
specifically to the exclusive jurisdiction of the Circuit Court for the County
of Multnomah, State of Oregon and any court to which an appeal may be taken in
connection with any action filed pursuant to this Agreement, for the purposes
of all legal proceedings arising out of or relating to this Agreement.  In connection with the foregoing consent,
each party irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the Court’s exercise of
personal jurisdiction over each party to this Agreement or the laying of venue
of any such proceeding brought in the Court and any claim that any such
proceeding brought in the Court has been brought in an inconvenient forum.  Each party further irrevocably waives its right
to a trial by jury and consents that service of process may be effected in any
manner permitted under the laws of the State of Oregon.


(8)           If any clause or provision of this
Agreement is illegal, invalid or unenforceable under present or future laws
effective during the term of this Agreement, the remainder of this Agreement
shall not be affected thereby, and in lieu of each clause or provision of this
Agreement that is illegal, invalid or unenforceable, there shall be added a
clause or provision as similar in terms and in amount to such illegal, invalid
or unenforceable clause or provision as may be possible and be legal, valid and
enforceable, as long as it does not otherwise frustrate the principal purposes
of this Agreement.


(Signature Page Follows)


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  BIOJECT MEDICAL
  TECHNOLOGIES INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  



 


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