EX-10.2



 Exhibit 10.2 
 FORM OF 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement (this “IP Agreement”) is made July 16, 2013 by and among Bioject Medical
Technologies Inc.(the “Company”) and its wholly owned subsidiary Bioject Inc. (the “Subsidiary”), each an Oregon corporation, and each with offices at, 7180 SW Sandburg Street, Tigard, Oregon 97223 (collectively, the
“Grantors”), and the holders of the Company’s Senior Secured Bridge Promissory Notes aggregating $310,000 dated July 16, 2013 (the “Notes”), named on the signature page hereto and with addresses also set forth on the
signature page hereto (the “Noteholders”). 
 RECITALS 
 The Noteholders have agreed to make a secured bridge loan to the Company, evidenced by the Notes. The Notes provide that the Notes are secured by all the intellectual property of the Grantors.
Accordingly, the Grantors will grant to the Noteholders a security interest in all of Grantors’ right title and interest, whether presently existing or hereafter acquired in, to and under all of the Collateral (as defined therein). 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged and intending to be legally bound, as
collateral security for the prompt and complete payment when due of the Notes, Grantors hereby represent, warrant, covenant and agree as follows: 
 1. Grant of Security Interest. As collateral security for the prompt and complete payment and performance of all of Grantors’ present or future obligations under the Notes, Grantors hereby
grants a security interest in all of Grantors’ right, title and interest in, to and under its registered and unregistered Collateral (all of which shall collectively be called the “Collateral”), including, without limitation, the
following: 
 (a) All patents, patent applications and like protections including, without limitation,
improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on EXHIBIT A attached hereto (collectively,
the “Patents”); 
 (b) Any trademark and service mark rights, slogans, trade dress, and trade
names, trade styles, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Grantors connected with and symbolized by such trademarks, including without
limitation those set forth on EXHIBIT A attached hereto (collectively, the “Trademarks”); 
 (c) Any and all trade secret rights, including any rights to unpatented inventions, know-how, operating manuals, license rights and agreements, and confidential information, and any and all intellectual
property rights in computer software and computer software products now or hereafter existing, created, acquired or held; 
 (d) All licenses or other rights to use any of the Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; 

(e) All amendments, extensions, renewals and extensions of any of the Trademarks, Patents; and 

(f) All proceeds and products of the foregoing, including without limitation all payments under insurance or any
indemnity or warranty payable in respect of any of the foregoing. 

  
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 2. Covenants and Warranties. Grantors represents, warrants, covenants and agrees
as follows: 
 (a) Grantors are the sole owners of the Collateral, except for licenses granted by Grantors
to their customers in the ordinary course of business.
 (b) Performance of this IP Agreement does not
conflict with or result in a breach of any material agreement to which Grantors are bound. 
 (c) During the
term of this IP Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral, except for licenses granted by Grantors in the ordinary course of business or as otherwise permitted in this IP Agreement; 

(d) To their knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged
invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party;
 (e) Grantors shall advise Noteholders of any subsequent ownership right of the Grantors in or to any Trademark or Patent specified in this IP Agreement; 

(f) Grantors shall (i) protect, defend and maintain the validity and enforceability of the Trademarks and
Patents material to Grantors’ business, (ii) use reasonable commercial efforts to detect infringements of the Trademarks and Patents, and promptly advise Noteholders in writing of material infringements detected and (iii) not allow
any Trademarks and Patents, material to Grantors’ business to be abandoned, forfeited or dedicated to the public without the written consent of the Noteholders, which shall not be unreasonably withheld, unless Grantors determine that reasonable
business practices suggest that abandonment is appropriate. 
 (g) Grantors shall take such further actions
as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral; 
 (h) This IP Agreement creates, and in the case of after acquired Collateral this IP Agreement will create, at the time Grantors first has rights in such after acquired Collateral and Noteholders have
taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations
evidenced by the Notes; 
 (i) To its knowledge, except for, and upon, the filing of UCC financing
statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental
authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantors in the U.S. or (b) for the
perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder; 

(j) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect
to the Collateral is true and correct in all material respects. 
 (k) Grantors shall not enter into any
agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not
permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the
definition of the Collateral acquired under such contracts. 
 Section 3 Intentionally omitted. 

4. Noteholders’ Rights. Noteholders shall have the right, but not the obligation, to take, at Grantors’ sole expense, any
actions that Grantors is required under this IP Agreement to take but which Grantors fails to timely take, after fifteen (15) days’ notice to Grantors. Grantors shall reimburse and indemnify Noteholders for all reasonable costs and
reasonable expenses incurred in the reasonable exercise of its rights under this section 4. 

  
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 5. Further Assurances; Attorney in Fact. 

(a) On a continuing basis, Grantors will, upon reasonable request by Noteholders, subject to any prior licenses, encumbrances and
restrictions and prospective licenses, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and
collateral agreements and filings with the United States Patent and Trademarks Office and the Register of Copyrights, and take all such action as may reasonably be requested by Noteholders, to perfect Noteholders’ security interest in all
Patents and Trademarks and otherwise to carry out the intent and purposes of this IP Agreement, or for assuring and confirming to Noteholders the grant or perfection of a security interest in all Collateral, provided that Grantors shall not be
required to register any Collateral that Grantors determines, consistent with reasonable business practice, need not be registered. 
 (b) Grantors appoints Noteholders as Grantor’s attorney-in-fact, with full authority in the place and stead of Grantors and in the name of Grantors, Noteholders or otherwise, from time to time
in Noteholders’ discretion, upon Grantor’s failure or inability to do so, to take any action and to execute any instrument which Noteholders may deem reasonably necessary or advisable to accomplish the purposes of this IP Agreement,
including: 
 (i) To modify, in its sole discretion, this IP Agreement without first obtaining
Grantor’s approval of or signature to such modification by amending Exhibit A, as appropriate, to include reference to any right, title or interest in any Patents or Trademarks acquired by Grantors after the execution hereof or to delete
any reference to any right, title or interest in any Patents or Trademarks Works in which Grantors no longer have or claim any right, title or interest; and 
 (ii) To file, in its sole discretion, one or more financing or continuation statements and amendments thereto, or other notice filings or notations in appropriate filing offices, relative to any of
the Collateral, without notice to Grantors, with all appropriate jurisdictions, as Noteholders deem appropriate, in order to perfect or protect Noteholders’ interest in the Collateral. 

6. Events of Default. The occurrence of an Event of Default under the Notes shall constitute an Event of Default under this
IP Agreement. 
 7. Remedies. Upon the occurrence and during the continuance of an Event of Default, Noteholders
shall have the right to exercise all the remedies of a secured party under the Oregon Uniform Commercial Code, including without limitation the right to require Grantors to assemble the Collateral and any tangible property in which Noteholders have
a security interest and to make it available to Noteholders at a place designated by Noteholders. Noteholders shall have a nonexclusive, royalty free license to use the Patents and Trademarks to the extent reasonably necessary to permit Noteholders
to exercise their rights and remedies upon the occurrence and during the continuance of an Event of Default. Grantors will pay any expenses (including reasonable attorney’s fees) incurred by Noteholders in connection with the exercise of any of
Noteholders’ rights hereunder, including without limitation any expense incurred in disposing of the Collateral in accordance with the terms hereof. All of Noteholders’ rights and remedies with respect to the Collateral shall be
cumulative. 
 8. Indemnity. Grantors agrees to defend, indemnify and hold harmless Noteholders and their officers,
employees, and agents (each an “Indemnified Person”) against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions
contemplated by this IP Agreement, and (b) all losses or expenses in any way suffered, incurred, or paid by Noteholders as a result of or in any way arising out of, following or consequential to transactions between Noteholders and Grantors,
under this IP Agreement (including without limitation, reasonable attorney’s fees and reasonable expenses), except for Claims and/or losses arising from or out of an Indemnified Person’s gross negligence or willful misconduct. 

  
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 9. Termination. At such time as Grantors shall completely repay the Notes and
any other obligations under the Notes, secured hereunder, Noteholders shall execute and deliver to Grantors all releases, terminations, and other instruments as may be necessary or proper to release the security interest hereunder. 

10. Course of Dealing. No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power or
privilege hereunder shall operate as a waiver thereof. 
 11. Amendments. This IP Agreement may be amended only by a
written instrument signed by both parties hereto. 
 12. Counterparts. This IP Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. 

13. Law and Jurisdiction. This IP Agreement shall be governed by and construed in accordance with the laws of the State of
Oregon. GRANTORS ACCEPT FOR THEMSELF AND IN CONNECTION WITH THEIR PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OR OREGON IN ANY ACTION, SUIT, OR PROCEEDING OF ANY
KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS IP AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON NOTEHOLDERS CANNOT AVAIL THEMSELVES OF THE COURTS OF THE STATE OF OREGON, GRANTORS ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN
ORANGE COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, THE NOTEHOLDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE GRANTORS OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE NOTEHOLDERS DEEMS NECESSARY OR
APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE NOTEHOLDERS’ RIGHTS AGAINST THE GRANTORS OR THEIR PROPERTY. 
 GRANTORS AND NOTEHOLDERS EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO
THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

14. Confidentiality. In handling any confidential information, Noteholders shall exercise the same degree of care that they
exercise for their own proprietary information, but disclosure of information may be made: (i) to Noteholders’ subsidiaries or affiliates in connection with their present or prospective business relations with Grantors; (ii) to
prospective transferees or purchasers of any interest in the Notes (provided, however, Noteholders shall use commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of thisprovision);
(iii) as required by law, regulation, subpoena, or other order, (iv) as required in connection with Noteholders’ examination or audit; and (v) as Noteholders considers appropriate in exercising remedies under this Agreement.
Confidential information does not include information that either: (a) is in the public domain or in Noteholders’ possession when disclosed to Noteholders, or becomes part of the public domain after disclosure to Noteholders through no
fault of Noteholders; or (b) is disclosed to Noteholders by a third party, if Noteholders reasonably do not know that the third party is prohibited from disclosing the information. 

  
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	Grantors:
	
	Bioject Medical Technologies Inc.
		
	By:	 	  

	Name:	 	Mark Logomasini
	Title:	 	President and Chief Executive Officer
	
	Bioject Inc.
		
	By:	 	  

	Name:	 	
	Title:	 	

  

					
	Noteholders:	 		 	
			
	Mark Logomasini	 		 	Albert Hansen
	Address:	 		 	Address:
			
	  
	 		 	  

			
	Edward Flynn	 		 	Richard Richieri
	Address:	 		 	Address:
			
	  
	 		 	  



  
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 Exhibit A 
 Bioject Medical Technologies, Inc. 
 Trademark Schedule

  

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
			
	 USA Trademarks:
	  		  	
			
	
BIOJECT®

	  	2440716	  	4/3/2001

 Patent Schedule 

 

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
			
	 USA Patents:
	  		  	
			
	 Multiple use needle-less hypodermic injection device for individual users
	  	5782802	  	7/21/1998


  
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 SCHEDULE A 
 Bioject Inc. 
 Trademark Schedule 

 

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
			
	 BIOJECT & Design
	  	2095147	  	9/9/1997
			
	 BIOJECT ZETAJET
	  	4220613	  	10/9/2012
			
	 BIOJECTOR
	  	2095148	  	9/9/1997
			
	 IJECT
	  	2810887	  	2/3/2004
			
	 VITAJET
	  	1838619	  	6/7/1994
			
	 Foreign Trademarks:
	  		  	
			
	 B-2000
	  	3300833	  	12/14/2005
			
	 BIOJECT
	  	3301088	  	1/14/2007
			
	 BIOJECT
	  	05925 2003	  	8/9/2009
			
	 BIOJECT & Design
	  	200508684	  	2/23/2006
			
	 BIOJECT ZETAJET
	  	9701257	  	8/21/2012
			
	 BIOJECT ZETAJET
	  	9136094	  	11/8/2010
			
	 BIOJECT ZETAJET
	  	5477139	  	3/9/2012
			
	 BIOJECT and Design
	  	526097	  	3/30/2000
			
	 BIOJECT and Design
	  	497123	  	3/9/1999
			
	 BIOJECT and Design
	  	4172641	  	7/31/1998
			
	 BIOJECTOR & Design
	  	378650	  	1/25/1991
			
	 PETJET
	  	4310215	  	2/1/2006
			
	 VET JET
	  	4310207	  	2/22/2006


  
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 SCHEDULE B 
 Bioject Inc. 
 Patent Schedule 

 

					
	 Description
	  	Registration/
Application
Number	  	Registration/
Application
Date
			
	 US Patents:
	  		  	
			
	 Ampule Filling Device
	  	5,649,912	  	7/22/1997
			
	 Ampule for Needleless Injection
	  	5,503,627	  	4/2/1996
			
	 Disposable Needle-free Injection Apparatus and Method
	  	6,607,510	  	8/19/2003
			
	 Disposable Needle-Free Injection Apparatus and Method
	  	6,471,669	  	10/29/2002
			
	 Disposable Needle-Free Injection Apparatus and Method
	  	6,641,554	  	11/4/2003
			
	 Drug Cartridge Assembly and Method of Manufacture
	  	6,883,222	  	4/26/2005
			
	 Drug Vial Mixing and Transfer Device
	  	5,466,220	  	11/14/1995
			
	 Durable Hypodermic Jet Injector Apparatus and Method
	  	6,752,781	  	6/22/2004
			
	 Durable Needle-less Jet Injector Apparatus and Method
	  	6,648,850	  	11/18/2003
			
	 Electrically Powered Jet Injector
	  	5,505,697	  	4/9/1996
			
	 Ergonomic Needle-less Jet Injection Apparatus and Method
	  	6,572,581	  	6/3/2003
			
	 High Workload Needle-Free Injection System
	  	7,156,823	  	1/2/2007
			
	 Injection Apparatus
	  	D399,951	  	10/20/1998
			
	 Intradermal Injection System for Injecting DNA-Based Injectables into Humans
	  	6,319,224	  	11/20/2001
			
	 Intradermal Injection System for Injecting DNA-Based Injectables into Humans
	  	6,752,780	  	6/22/2004
			
	 Jet Injector Apparatus and Method
	  	6,585,685	  	7/1/2003
			
	 Medication Vial/Syringe Liquid-Transfer Apparatus
	  	5,893,397	  	4/13/1999


  
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	 Method for Manufacturing an Ampule
	  	5,312,577	  	5/17/1994
			
	 Needle-Free Injection Devices and Drug Delivery Systems Therefor
	  	7,744,563	  	6/29/2010
			
	 Needle-Free Injection System
	  	7,717,874	  	5/18/2010
			
	 Needle-Free Injection System
	  	6,676,630	  	1/13/2004
			
	 Needle-Free Injection System
	  	7,238,167	  	7/3/2007
			
	 Needle-Free Injector and Process for Providing Serial Injections
	  	7,942,845	  	5/17/2011
			
	 Needleless Hypodermic Injection Device
	  	5,383,851	  	1/24/1995
			
	 Needleless Hypodermic Injection Device
	  	5,312,335	  	5/17/1994
			
	 Needleless Hypodermic Injection Methods and Device
	  	5,399,163	  	3/21/1995
			
	 Needleless Hypodermic Injection Methods and Device
	  	5,520,639	  	5/28/1996
			
	 Needle-less Injection System
	  	6,506,177	  	1/14/2003
			
	 Needleless Syringe with Prefilled Cartridge
	  	6,132,395	  	10/17/2000
			
	 Needleless Syringe with Prefilled Cartridge
	  	6,383,168	  	5/7/2002
			
	 NGAS Powered Self-Resetting Needle-Less Hypodermic Jet Injection Apparatus and Method
	  	6,096,002	  	8/1/2000
			
	 Simplified Disposable Needle-Free Injection Apparatus and Method
	  	6,645,170	  	11/11/2003
			
	 Single-use Needle-less Hypodermic Jet Injection Apparatus and Method
	  	6,264,629	  	7/24/2001
			
	 Single-Use Needle-Less Hypodermic Jet Injection Apparatus and Method
	  	6,783,509	  	8/31/2004
			
	 Single-use Needle-less Hypodermic Jet Injection Apparatus and Method
	  	6,689,093	  	2/10/2004
			
	 Spring Powered Needle-Free Injection System
	  	7,442,182	  	10/28/2008
			
	 Triggering Mechanism for a Needle-Free Injector
	  	7,547,293	  	6/16/2009
			
	 Foreign Patents:
	  		  	
			
	 Drug Cartridge Assembly and Method of Manufacture
	  	4816/BE/2011	  	3/11/2011
			
	 Drug Cartridge Assembly and Method of Manufacture
	  	1551476	  	8/28/2003


  
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	 Drug Cartridge Assembly and Method of Manufacture
	  	1551476	  	8/28/2003
			
	 Drug Cartridge Assembly and Method of Manufacture
	  	1551476	  	3/11/2011
			
	 Intradermal Injection System for Injecting DNA-Based Injectables into Humans
	  	1,229,950	  	5/18/2005
			
	 Intradermal Injection System for Injecting DNA-Based Injectables into Humans
	  	ZL 00813342.5	  	11/2/2005
			
	 Medication Vial/Syringe Liquid-Transfer Apparatus
	  	3916713	  	2/16/2007
			
	 Medication Vial/Syringe Liquid-Transfer Apparatus
	  	783879	  	5/21/2003
			
	 Medication Vial/Syringe Liquid-Transfer Apparatus
	  	2,192,623	  	6/27/2000
			
	 Needleless hypodermic Injection Methods and Device
	  	3633615	  	1/7/2005
			
	 Needleless hypodermic Injection Methods and Device
	  	0651663	  	12/01/1999
			
	 Needleless hypodermic Injection Methods and Device
	  	676490	  	7/10/1997
			
	 Needleless hypodermic Injection Methods and Device
	  	2,140,772	  	7/11/2006
			
	 Needleless Syringe with Prefilled Cartridge
	  	2353948	  	5/20/2008
			
	 Needleless syringe with prefilled cartridge
	  	HK1055912	  	11/18/2005
			
	 Needleless Syringe with Prefilled Cartridge
	  	2,407,056	  	11/18/2008
			
	 Needleless Syringe with Prefilled Cartridge
	  	4709461	  	3/25/2011
			
	 Needleless Syringe with Prefilled Cartridge
	  	ZL 01807774.9	  	6/22/2005
			
	 Single-use Needle-less Hypodermic Jet Injection Apparatus and Method
	  	229947	  	8/12/2005
			
	 Single-use Needle-less Hypodermic Jet Injection Apparatus and Method
	  	1202762	  	7/6/2011


  
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