EXHIBIT 10.4


FORM
OF WARRANT


NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION
THEREFROM AND ACCOMPANIED, IF REQUESTED BY BIOJECT MEDICAL TECHNOLOGIES INC.,
WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM.


	
  Warrant No. II-

  	
   

  	
  Number of
  Shares:           

  
	
   

  	
   

  	
  (subject to
  adjustment)

  
	
  Date of
  Issuance: November      , 2007

  	
   

  	
   

  



 


WARRANT



TO PURCHASE COMMON STOCK OF



BIOJECT MEDICAL TECHNOLOGIES INC.



EXPIRING ON NOVEMBER 15, 2011


 


THIS IS TO CERTIFY THAT,
for value received,
                                             ,
a
                                 
(the “Registered Holder”), or its permitted assigns, is entitled to
purchase from BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation (the “Company”),
at the place where the Warrant Office designated pursuant to Section 2.1 is
located, at a purchase price per share of $0.75 (as adjusted pursuant to the
terms of this Warrant, the “Exercise Price”),                  
shares of duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock, no par value per share (“Common Stock”), of the
Company, and is entitled also to exercise the other appurtenant rights, powers
and privileges hereinafter set forth. 
The number of shares of the Common Stock purchasable hereunder and the
Exercise Price are subject to adjustment in accordance with Article III
hereof.  This Warrant shall expire at
5:00 p.m., New York time, on November      ,
2011.


Certain Terms used in
this Warrant are defined in Article IV.


ARTICLE I



EXERCISE OF WARRANT


1.1           Method of
Exercise.  This Warrant may be
exercised by the Registered Holder as a whole or in part from time to time
until November     , 2011, at which time this Warrant
shall expire and be of no further force or effect; provided, however, that the
minimum number of Warrant Shares that may be purchased on a single exercise
shall be the entire number of shares remaining available for exercise
hereunder.  To exercise this Warrant, the
Registered Holder or permitted assignees of all rights of the Registered Holder
shall deliver to the Company, at the Warrant Office designated in Section
2.1(a), a written notice in the form of the Purchase Form attached as Exhibit A
hereto, stating therein the election of the Registered Holder or such permitted
assignees of the Registered Holder to exercise this Warrant in the manner
provided in the Purchase Form, (b) payment in full of the Exercise Price (in
the manner described below) for all Warrant Shares purchased hereunder, and (c)
this Warrant.  Subject to compliance with
Section 3.1(a)(vii), this Warrant shall be deemed to be exercised on the date
of receipt by the Company of the Purchase Form, accompanied by payment for the
Warrant Shares to be purchased and surrender of this Warrant, as aforesaid, and
such date is referred to herein as the “Exercise Date.”  Upon such exercise (subject as aforesaid),
the Company shall issue and deliver to the Registered Holder a certificate for
the full number of the Warrant Shares

















 


purchasable by the
Registered Holder hereunder, against the receipt by the Company of the total
Exercise Price payable hereunder for all such Warrant Shares, in cash or by
certified or cashier’s check.  The Person
in whose name the certificate(s) for Common Stock is to be issued shall be
deemed to have become a holder of record of such Common Stock on the Exercise
Date.


1.2           Fractional Shares.  No fractional shares of Common Stock shall be
issued upon exercise of this Warrant. Instead of any fractional shares of
Common Stock that would otherwise be issuable upon exercise of this Warrant,
the Company shall pay a cash adjustment in respect of such fractional interest
equal to the fair market value of such fractional interest as determined in
good faith by the Board of Directors.


1.3           Purchase of
Warrants by the Company.  The Company
shall have the right, except as limited by law, other agreement, or herein, to
purchase or otherwise acquire Warrants at such time, in such manner, and for
such consideration as it may deem appropriate.


1.4           Cancellation of
Warrants.  In the event the Company
shall purchase or otherwise acquire the Warrants, the same shall thereupon be
cancelled by it and retired.


ARTICLE II



WARRANT OFFICE; TRANSFER


2.1           Warrant Office.  The Company shall maintain an office for
certain purposes specified herein (the “Warrant Office”), which office
shall initially be the Company’s office at 20245 S.W. 95th Avenue, Tualatin, Oregon
97062, and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States of which
written notice has previously been given to the Registered Holder.  The Company shall maintain, at the Warrant
Office, a register for the Warrant in which the Company shall record the name
and address of the Registered Holder, as well as the name and address of each
permitted assignee of the rights of the Registered Holder.


2.2           Ownership of
Warrant.  The Company may deem and
treat the Registered Holder as the holder and owner hereof (notwithstanding any
notations of ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer as provided in this
Article II.


2.3           Transfer of
Warrants.  The Company agrees to
maintain at the Warrant Office books for the registration and transfer of this
Warrant.  Subject to the restrictions on
transfer of Warrants in Section 2.8, the Company, from time to time, shall
register the transfer of this Warrant in such books upon surrender of this
Warrant at the Warrant Office, properly endorsed, together with a written assignment
of this Warrant, substantially in the form of the Assignment attached as Exhibit
B hereto. Upon any such transfer, a new Warrant shall be issued to the
transferee, and the Company shall cancel the surrendered Warrant.  The Registered Holder shall pay all taxes and
all other expenses and charges payable in connection with the transfer of
Warrants pursuant to this Section 2.3.


2.4           Acknowledgement
of Rights.  The Company will, at the
time of exercise of this Warrant in accordance with the terms hereof, upon
request of the Registered Holder, acknowledge in writing its continuing
obligation to afford to such holder any rights to which such holder shall
continue to be entitled after such exercise in accordance with the provisions
of this Warrant, provided that if the holder of this Warrant shall fail to make
any such request, such failure shall not affect the continuing obligation of
the Company to afford to such holder any such rights.


2.5           No Rights as
Shareholder Until Exercise.  This
Warrant does not entitle the Registered Holder to any voting rights or other
rights as a shareholder of the Company prior to the exercise hereof.  Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so purchased shall
be and be deemed to be issued to the Registered Holder as the record owner of
such shares as of the close of business on the Exercise Date.


 


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2.6           Expenses of
Delivery of Warrants.  Except as
provided in Section 2.3 above, the Company shall pay all reasonable expenses,
taxes (other than transfer taxes), and other charges payable in connection with
the preparation, issuance and delivery of Warrants and related Warrant Shares
hereunder.


2.7           Compliance with
Securities Laws.  The Registered
Holder (and its transferees and assigns), by acceptance of this Warrant,
covenants and agrees that such Registered Holder is acquiring the Warrants
evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own
account as an investment and not with a view to distribution thereof.  Neither this Warrant nor the Warrant Shares
issuable hereunder have been registered under the Securities Act or any state
securities laws and no transfer of this Warrant or any Warrant Shares shall be
permitted unless the Company has received notice of such transfer in the form
of the assignment attached hereto as Exhibit B, accompanied, if
requested by the Company, by an opinion of counsel reasonably satisfactory to
the Company that an exemption from registration of such Warrant or Warrant
Shares under the Securities Act is available for such transfer, except that no
such opinion shall be required with respect to the Warrant Shares after the
registration for resale of the Warrant Shares has become effective if the
Warrant Shares are sold pursuant to the registration statement.  Upon any exercise of the Warrants prior to
effective registration for resale or except as in accordance with Rule 144
under the Securities Act, certificates representing the Warrant Shares shall
bear a restrictive legend substantially identical to that set forth as follows:


“The securities
represented by this certificate have not been registered under the Securities
Act of 1933, as amended, or the securities laws of any state (collectively, the
“Acts”).  Neither the shares nor any
interest therein may be offered, sold, transferred, pledged, or otherwise
disposed of in the absence of an effective registration statement with respect
to the shares under all of the applicable Acts, or an opinion of counsel
satisfactory to Bioject Medical Technologies Inc. to the effect that such
registrations are not required.”


(c)           Any purported transfer of the Warrant
or Warrant Shares not in compliance with the provisions of this section shall
be null and void.  Stop transfer
instructions have been or will be imposed with respect to the Warrant Shares so
as to restrict resale or other transfer thereof, subject to this Section 2.7.


ARTICLE III



ANTI-DILUTION PROVISIONS


3.1           Adjustment of
Exercise Price and Number of Warrant Shares.  The Exercise Price shall be subject to
adjustment from time to time as hereinafter provided in this Article III.  Upon each adjustment of the Exercise Price,
except pursuant to Sections 3.1(a)(iii) and (iv), the Registered Holder shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of the Common Stock obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of shares of the Common Stock purchasable pursuant hereto immediately prior to
such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.


(a)           Exercise Price
Adjustments.  The Exercise Price
shall be subject to adjustment from time to time as follows:


(i)            Adjustment for
Stock Splits and Combinations. If the Company shall, at any time or from
time to time after the date hereof (the “Original Issue Date”) while
this Warrant remains outstanding, effect a subdivision of the outstanding
Common Stock, the Exercise Price in effect immediately before such subdivision
shall be proportionately decreased. 
Conversely, if the Company shall at any time or from time to time after
the Original Issue Date combine the outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately before such
combination shall be proportionately increased. 
Any adjustment under this Section 3.1(a)(i) shall become effective at
the close of business on the date the subdivision or combination becomes
effective.


(ii)           Adjustment
for Common Stock Dividends and Distributions.  If the Company, at any time or from time to
time after the Original Issue Date while this Warrant remains outstanding
makes, or fixes a


 


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record date for
the determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, in each such
event the Exercise Price that is then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Exercise Price then
in effect by a fraction (i) the numerator of which is the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date, and (ii) the
denominator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided, however,
that if such record date is fixed and such dividend is not fully paid or if
such distribution is not fully made on the date fixed therefor, the Exercise
Price shall be recomputed accordingly as of the close of business on such
record date, and thereafter the Exercise Price shall be adjusted pursuant to this
Section 3.1(a)(ii) to reflect the actual payment of such dividend or
distribution.


(iii)          Adjustment for
Reclassification, Exchange, and Substitution.  If at any time or from time to time after the
Original Issue Date while this Warrant remains outstanding, the Common Stock is
changed into the same or a different number of shares of any class or classes
of stock, whether by recapitalization, reclassification, or otherwise (other
than an Acquisition, Asset Transfer, subdivision or combination of shares, stock
dividend, reorganization, merger, consolidation, or sale of assets provided for
elsewhere in this Section 3.1(a)), in any such event the Registered Holder
shall have the right thereafter to convert such stock into the kind and amount
of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of the maximum
number of shares of Common Stock into which such shares of Common Stock could
have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as provided
herein or with respect to such other securities or property by the terms
thereof.


(iv)          Reorganizations,
Mergers, Consolidations, or Sales of Assets.  If at any time or from time to time after the
Original Issue Date while this Warrant remains outstanding, there is a capital
reorganization of the Company, an Acquisition, an Asset Transfer (other than a
recapitalization, or subdivision, combination, reclassification, exchange, or
substitution of shares provided for elsewhere in this Section 3.1(a)), as a
part of such capital reorganization, Acquisition, or Asset Transfer, provision
shall be made so that the Registered Holder shall thereafter be entitled to
receive upon exercise hereof the number of shares of stock or other securities
or property to which a holder of the number of shares of Common Stock
deliverable upon exercise immediately prior to such event would have been
entitled as a result of such capital reorganization, subject to adjustment in
respect of such stock or securities by the terms thereof.  In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 3.1(a) with
respect to the rights of the Registered Holder after the capital
reorganization, Acquisition, or Asset Transfer to the end that the provisions
of this Section 3.1(a) (including adjustment of the Exercise Price then in
effect and the number of shares issuable upon exercise) shall be applicable
after that event and be as nearly equivalent as practicable.


(v)           Distributions of
Securities.  In case of any
distribution of any security (including rights or warrants to subscribe for any
such secur­ities) of the Company (except Common Stock), evidences of its
indebtedness, cash, or other assets to all of the holders of its Common Stock,
then in each such case the Exercise Price in effect thereafter shall be
determined by multiplying the Exercise Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the total number of
outstanding shares of Common Stock multiplied by the Current Market Price on
the record date mentioned below, less the fair market value (as determined in
good faith by the Board of Directors) of the securities, evidences of
indebtedness, cash, or other assets distributed by the Company, and the
denominator of which shall be the total number of outstanding shares of Common
Stock multiplied by the Current Market Price; such adjustment shall become
effective as of the record date for the determination of shareholders entitled
to receive such distribution. The subdivision or combination of shares of
Common Stock issuable upon exercise of this Warrant at any time outstanding
into a greater or lesser number of shares of Common Stock shall not be deemed
to be a reclassifica­tion of the Common Stock of the Company of this clause
(v).


(vi)          Rounding of
Calculations; Minimum Adjustment. 
All calculations under this Section 3.1(a) and under Section 3.1(b)
shall be made to the nearest cent.  Any
provision of this Section 3.1 to the contrary notwithstanding, no adjustment in
the Exercise Price shall be made if the amount of such adjustment would be less
than one percent, but any such amount shall be carried forward and an
adjustment with respect thereto shall


 


4

















 


be made at the
time of and together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall aggregate one
percent or more.


(vii)         Timing of
Issuance of Additional Common Stock Upon Certain Adjustments.  In any case in which the provisions of this
Section 3.1(a) shall require that an adjustment shall become effective
immediately after a record date for an event, the Company may defer until the
occurrence of such event issuing to the Registered Holder after such record
date and before the occurrence of such event the additional shares of Common
Stock or other property issuable or deliverable upon exercise by reason of the
adjustment required by such event over and above the shares of Common Stock or
other property issuable or deliverable upon such exercise before giving effect
to such adjustment; provided, however, that the Company upon
request shall deliver to such Registered Holder a due bill or other appropriate
instrument evidencing such Registered Holder’s right to receive such additional
shares or other property, and such cash, upon the occurrence of the event
requiring such adjustment.


(viii)        Voluntary
Adjustment by the Company.  The
Company may at any time during the term of this Warrant, reduce the then
current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors, in its sole discretion.


(b)           Statement
Regarding Adjustments.  Whenever the
Exercise Price shall be adjusted as provided in Section 3.1(a), and upon each
change in the number of shares of the Common Stock issuable upon exercise of
this Warrant, the Company shall forthwith file, at the office of any transfer
agent for this Warrant and at the principal office of the Company, a statement
showing in detail the facts requiring such adjustment and the Exercise Price
and new number of shares issuable that shall be in effect after such
adjustment, and the Company shall also cause a copy of such statement to be
given to the Registered Holder.  Each
such statement shall be signed by the Company’s chief financial or accounting
officer.  Where appropriate, such copy
may be given in advance and may be included as part of a notice required to be
mailed under the provisions of Section 3.1(c).


(c)           Notice to Holders.  In the event the Company shall propose to
take any action of the type described in clause (iii) or (iv) of Section
3.1(a), the Company shall give notice to the Registered Holder, in the manner
set forth in Section 6.6, which notice shall specify the record date, if any,
with respect to any such action and the approximate date on which such action
is to take place.  Such notice shall also
set forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action (to the extent such effect may be known at
the date of such notice) on the Exercise Price and the number, kind or class of
shares or other securities or property which shall be deliverable upon exercise
of this Warrant.  In the case of any
action which would require the fixing of a record date, such notice shall be
given at least 10 days prior to the date so fixed, and in case of all other action,
such notice shall be given at least 15 days prior to the taking of such
proposed action.  Failure to give such
notice, or any defect therein, shall not affect the legality or validity of any
such action.


3.2           Costs.  The Registered Holder shall pay all
documentary, stamp, transfer or other transactional taxes attributable to the
issuance or delivery of the Warrant Shares upon exercise of this Warrant.  Additionally, the Company shall not be
required to pay any taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such Warrant
Shares.  The Registered Holder shall
reimburse the Company for any such taxes assessed against the Company.


3.3           Reservations of
Shares.  The Company shall reserve at
all times so long as this Warrant remains outstanding, free from preemptive
rights, out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the exercise of this Warrant, sufficient shares of
Common Stock to provide for the exercise hereof.


3.4           Valid Issuance.  All shares of Common Stock which may be
issued upon exercise of this Warrant will upon issuance by the Company be duly
and validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof attributable to any act or
omission by the Company, and the Company shall take no action which will cause
a contrary result (including without limitation, any action which would cause
the Exercise Price to be less than the par value, if any, of the Common Stock).


 


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ARTICLE IV



TERMS DEFINED


As used in this Warrant,
unless the context otherwise requires, the following terms have the respective
meanings set forth below or in the Section indicated:


Acquisition means the acquisition of the Company by
another person or entity or group of affiliated persons or entities by means of
any transaction or series of related transactions (including, without
limitation, any reorganization, merger, or consolidation but excluding any merger
effected exclusively for the purpose of changing the domicile of the Company)
that results in the transfer of more than 50% of the outstanding voting power
of the Company.


Asset Transfer means the sale, lease, or other transfer
of all or substantially all of the assets of the Corporation


Board of Directors means the Board of Directors of the
Company.


Common Stock means the Company’s authorized Common
Stock, no par value per share.


Company means Bioject Medical Technologies Inc.,
an Oregon corporation, and any other corporation assuming or required to assume
the obligations undertaken in connection with this Warrant.


Current Market Price means the arithmetic average of the
closing price per share of the Common Stock on the Principal Market for the
20 consecutive Trading Days ending on and including the Trading Day
immediately prior to the date in question. If the Current Market Price cannot
be determined under the foregoing method, the Current Market Price shall mean
the fair value per share of Common Stock on such date as determined by the
Board of Directors in good faith, irrespective of any accounting treatment.


Exchange Act means the Securities and Exchange Act of
1934, as amended.


Exercise Date is defined in Section 1.1.


Exercise Price is defined in the Preamble.


Majority Holders means at any time Registered Holders of
Warrant Shares which shares constitute a majority of the outstanding Warrant
Shares.


Original Issue Date is defined in Section 3.1(a)(i).


Outstanding means when used with reference to Common
Stock at any date, all issued shares of Common Stock (including, but without
duplication, shares deemed issued pursuant to Article III) at such date.


Person means any individual, corporation,
partnership, trust, organization, association or other entity.


Principal Market means whichever of (a) the national
securities exchange, (b) the Nasdaq Capital Market, or (c) such other
securities market on which the Common Stock is listed for trading which at such
time constitutes the principal securities market for the Common Stock.


Registered Holder is defined in the Preamble.


Securities Act means the Securities Act of 1933 and the
rules and regulations promulgated thereunder, all as the same shall be in
effect at the time.


 


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Trading Day means a day on whichever of (a) the
national securities exchange, (b) the Nasdaq Capital Market, or (c) such other
securities markets, in any case which at the time constitutes the Principal
Market for the Common Stock, is open for general trading of securities.


Warrant means this Warrant and any successor or
replacement Warrant delivered in accordance with Section 2.3 or 6.8.


Warrant Office is defined in Section 2.1.


Warrant Shares means the shares of Common Stock
purchased or purchasable by the Registered Holder, or the permitted assignees
of such Registered Holder, upon exercise of this Warrant pursuant to Article I
hereof.


ARTICLE V



COVENANT OF THE COMPANY


The Company covenants and
agrees that this Warrant shall be binding upon any corporation succeeding to
the Company by merger, consolidation, or acquisition of all or substantially
all of the Company’s assets.


ARTICLE VI



MISCELLANEOUS


6.1           Entire Agreement.  This Warrant and the Registration Rights
Agreement contain the entire agreement between the Registered Holder and the
Company with respect to the Warrant Shares that it can purchase upon exercise
hereof and the related transactions and supersedes all prior arrangements or
understanding with respect thereto.


6.2           Governing Law.  This Warrant shall be governed by and
construed in accordance with the internal laws of the State of Oregon, without
regard to its conflict of law provisions.


6.3           Waiver and
Amendment.  Any term or provision of
this Warrant may be waived at any time by the party which is entitled to the
benefits thereof, and any term or provision of this Warrant may be amended or
supplemented at any time by written consent of the parties (it being agreed
that an amendment to or waiver under any of the provisions of Article III of
this Warrant shall not be considered an amendment of the number of Warrant
Shares or the Exercise Price).  No waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall be
deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights
arising because of any prior or subsequent such occurrence.


6.4           Illegality.  In the event that any one or more of the
provisions contained in this Warrant shall be determined to be invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.


6.5           Copy of Warrant.  A copy of this Warrant shall be filed among
the records of the Company.


6.6           Notice.  Any notice or other document required or
permitted to be given or delivered to the Registered Holder shall be delivered
at, or sent by certified or registered mail to such Registered Holder at, the
last address shown on the books of the Company maintained at the Warrant Office
for the registration of this Warrant or at any more recent address of which the
Registered Holder shall have notified the Company in writing.  Any notice or other document required or
permitted to be given or delivered to the Company, other than such notice or
documents required to be delivered to the Warrant Office, shall be delivered
at, or sent by certified or registered mail to, the office of the Company at 20245
S.W. 95th Avenue, Tualatin, Oregon 97062 or any other address within the
continental United States of America as shall have been designated in writing
by the Company delivered to the Registered Holder.


 


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6.7           Limitation of
Liability; Not Stockholders.  Subject
to the provisions of Article III, until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company, including, without limitation, the right to vote,
to receive dividends and other distributions, or to receive notice of, or
attend meetings of stockholders or any other proceedings of the Company.  Until the exercise of this Warrant, no
provision hereof, and no mere enumeration herein of the rights or privileges of
the Registered Holder, shall give rise to any liability of such Registered
Holder for the purchase price of any shares of Common Stock or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.


6.8           Exchange, Loss,
Destruction, etc. of Warrant.  Upon receipt
of evidence satisfactory to the Company (an affidavit of the Registered Holder
shall be satisfactory evidence) of the loss, theft, mutilation or destruction
of this Warrant, and, in the case of any such loss, theft or destruction, upon
delivery of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or, in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant; provided, however, that the original Registered Holder
of this Warrant shall not be required to provide any such bond of indemnity and
may in lieu thereof provide his agreement of indemnity.  Any Warrant issued under the provisions of
this Section 6.8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or in lieu of any mutilated Warrant, shall constitute an original
contractual obligation on the part of the Company.  This Warrant shall be promptly canceled by
the Company upon the surrender hereof in connection with any exchange or
replacement.  The Registered Holder of
this Warrant shall pay all taxes (including securities transfer taxes) and all
other expenses and charges payable in connection with the preparation,
execution and delivery of replacement Warrant(s) pursuant to this Section 6.8.


6.9           Headings.  The Article and Section and other headings
herein are for convenience only and are not a part of this Warrant and shall
not affect the interpretation thereof.


6.10         Successors and
Assigns.  Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company
and the successors and permitted assigns of Registered Holder.  The provisions of this Warrant are intended
to be for the benefit of all Registered Holders from time to time of this
Warrant and shall be enforceable by any such Registered Holder or holder of
Warrant Shares.


 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed in its name.


Dated:  November 
    , 2007


 




	
   

  	
  BIOJECT MEDICAL
  TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					






 


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Exhibit A


 


PURCHASE FORM


 


	
  To:

  	
   

  	
  Bioject Medical
  Technologies Inc.

  	
   

  	
  Dated:                    ,
  20

  
	
   

  	
   

  	
  20245 S.W. 95th Avenue

  	
   

  	
   

  
	
   

  	
   

  	
  Tualatin, Oregon 97062

  	
   

  	
   

  



 


The undersigned, pursuant
to the provisions set forth in the attached Warrant (No.            ),
hereby irrevocably elects to purchase            
shares of the Common Stock covered by such Warrant.


The undersigned herewith
makes payment of the full exercise price for such shares at the price per share
provided for in such Warrant, which is $         per
share in lawful money of the United States.




	
   

  	
   

  	
   

  
	
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9

















 


Exhibit B


 


ASSIGNMENT


 


For value received,                                             , hereby sells, assigns and transfers unto                                                    
the within Warrant, together with all right, title and interest therein and
does hereby irrevocably constitute and appoint attorney, to transfer said
Warrant on the books of the Company, with full power of substitution.


 


 


	
   

  	
   

  
	
   

  
	
  Dated:                              ,
  20         

  
	
   

  



 


10