Bioject Medical Technologies Inc Sample Contracts

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Standard Contracts

AGREEMENT
Securities Purchase Agreement • February 11th, 2002 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York
AND
Rights Agreement • July 2nd, 2002 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 30th, 2011 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York

Registration Rights Agreement (the “Agreement”), dated as of August 29, 2011, by and between Bioject Medical Technologies Inc, a corporation organized under the laws of Oregon, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).

INVESTMENT AGREEMENT
Investment Agreement • August 30th, 2011 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.50 FORM OF WARRANT L001
Warrant Agreement • June 29th, 1998 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon
EXHIBIT 10.2 LEASE EXTENSION AGREEMENT In regard to the lease dated October 4, 1994 ("Lease") by and between Earl J. Itel and Lois Itel Trust ("Lessor"), and Bioject, Inc. ("Lessee"), said lease being further modified by extension agreement dated...
Lease Extension Agreement • August 8th, 2002 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus

In regard to the lease dated October 4, 1994 ("Lease") by and between Earl J. Itel and Lois Itel Trust ("Lessor"), and Bioject, Inc. ("Lessee"), said lease being further modified by extension agreement dated November 14, 1996, the parties agree that said Lease is hereby further modified as follows:

BETWEEN
Joint Development Agreement • March 15th, 2000 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • California
Registration Rights Agreement
Registration Rights Agreement • November 19th, 2004 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

This Registration Rights Agreement (the “Agreement”) is made and entered into as of the 15th day of November 2004 (the “Effective Date”) between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

FORM OF WARRANT
Warrant Agreement • July 1st, 2011 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

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 equal to $0.19 per share (as adjusted pursuant to the terms of this Warrant, the “Exercise Price”), that number of shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, no par value per share (“Common Stock”), of the Company described in Section 1.2, 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 Section 3 hereof. This Warrant shall expire at 5:00 p.m., New York time, on June 28, 2014 (the “Expiration Time”). This Warrant is issued as part of a series

INDEMNITY AGREEMENT
Indemnification Agreement • March 31st, 2006 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

THIS AGREEMENT is made as of March 27, 2006 by and between Bioject Medical Technologies Inc., an Oregon corporation (Company), and Jerry Cobbs (Indemnitee), a director of the Company.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 30th, 2002 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

This Agreement is made as of December 19, 2001 by and among BIOJECT MEDICAL TECHNOLOGIES INC., an Oregon corporation (the “Corporation”), and Leerink Swann & Company (“Leerink”).

EXHIBIT 10.56 FORM OF MASSACHUSETTS BIOTECHNOLOGY RESEARCH PARK
Space Lease • June 29th, 1998 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Massachusetts
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A BIOJECT EMPLOYEE RESTRICTED STOCK UNIT GRANT AGREEMENT RS-XXXX
Restricted Stock Unit Grant Agreement • April 17th, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

This BIOJECT RESTRICTED STOCK UNIT GRANT AGREEMENT AND NOTICE OF GRANT (this “Agreement”) is made as of the 7th day of December, 2006 (the “Effective Date”). Capitalized Terms used in this Agreement, if not otherwise defined, have the meanings given them in the Restated 1992 Stock Incentive Plan, as amended September 13, 2001 and March 13, 2003 (the “Plan”).

Contract
Warrant Agreement • June 21st, 2005 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

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.

Contract
Warrant Agreement • January 30th, 2002 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

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.

FORM OF BIOJECT MEDICAL TECHNOLOGIES INC. CONVERTIBLE NOTE PURCHASE AND WARRANT AGREEMENT
Convertible Note Purchase and Warrant Agreement • July 1st, 2011 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

This Convertible Note Purchase and Warrant Agreement (the “Agreement”) is made as of June 29, 2011, by and between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and each of the purchasers listed on Exhibit A to this Agreement (each, a “Purchaser”).

Contract
Warrant Agreement • June 21st, 2001 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 6th, 2014 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

This Registration Rights Agreement (the “Agreement”) is made and entered into as of the 30th day of April, 2014 (the “Effective Date”) between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).

Contract
Warrant Agreement • April 2nd, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

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.

Partners for Growth
Term Loan and Security Agreement • September 7th, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • New York

THIS 2007 TERM LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date between PARTNERS FOR GROWTH, L.P. (“PFG”), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrowers named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address, respectively. The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 23rd, 2008 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

This Registration Rights Agreement (the “Agreement”) is made and entered into as of the 21 day of January 2008 (the “Effective Date”) between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).

CONVERTIBLE SUBORDINATED PROMISSORY NOTE MATURITY DATE FOURTH EXTENSION AGREEMENT
Convertible Subordinated Promissory Note Maturity Date Fourth Extension Agreement • September 1st, 2009 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), borrowed $91,104 from Life Sciences Opportunities Fund II, L.P., a Delaware Limited Partnership (the “Lender”), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the “Note”); and

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 21st, 2001 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”) and the undersigned (the “Subscriber”).

BIOJECT MEDICAL TECHNOLOGIES INC. FIFTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 14th, 2010 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus

This Fifth Amendment to Rights Agreement, dated as of January 8, 2010 (this “Fifth Amendment”), is made between Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), to amend the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement dated as of October 8, 2002; the Second Amendment to Rights Agreement dated as of November 15, 2004; the Third Amendment to Rights Agreement dated as of March 8, 2006; and the Fourth Amendment to Rights Agreement dated as of November 20, 2007 (the “Rights Agreement”).

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