0001193125-13-292948.txt : 20130717 0001193125-13-292948.hdr.sgml : 20130717 20130717160553 ACCESSION NUMBER: 0001193125-13-292948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130715 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130717 DATE AS OF CHANGE: 20130717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOJECT MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000810084 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 931099680 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15360 FILM NUMBER: 13972713 BUSINESS ADDRESS: STREET 1: 7180 SW SANDBURG STREET, SUITE 100 CITY: TIGARD STATE: OR ZIP: 97223 BUSINESS PHONE: 503-692-8001 MAIL ADDRESS: STREET 1: 7180 SW SANDBURG STREET, SUITE 100 CITY: TIGARD STATE: OR ZIP: 97223 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 8-K 1 d570207d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2013

 

 

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 0-15360

 

Oregon   93-1099680

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

7180 SW Sandburg St., Ste. 100

Tigard, Oregon

  97223
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (503) 692-8001

Former name or former address if changed since last report:

No Change

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement

On July 16, 2013, Bioject Medical Technologies, Inc. (“Bioject”) sold to Mark Logomasini, Edward Flynn, Richard Richieri and Albert Hansen (together, the “Purchasers”) Senior Secured Bridge Promissory Notes in the aggregate amount of $310,000 (the “Notes”). The Notes are secured by all the intellectual property of Bioject and its wholly owned subsidiary Bioject Inc. Messrs. Flynn and Logomasini are directors of Bioject and Mr. Logomasini also is Bioject’s President and Chief Executive Officer. Mr. Hansen is a former director of Bioject. The Notes bear interest at the rate of 10% per year with all principal and interest due on or before December 31, 2014, provided, that the Notes will be prepaid if Bioject can do so but still have adequate cash to fund its ongoing operations for the then forseeable future.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

  (a) See Item 1.01 Entry into a Material Definitive Agreement.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2013, Mr. Albert Hansen informed the Board of Directors of Bioject of his decision to resign as a member of the Board of Directors of Bioject, effective immediately. Mr. Hansen’s resignation was not due to any disagreement with Bioject’s Board of Directors or its management.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

 

10.1 Form of Senior Secured Bridge Promissory Note dated July 16, 2013 issued by Bioject Medical Technologies Inc. to the Purchasers.

 

10.2 Form of Intellectual Property Security Agreement dated July 16, 2013 between Bioject Medical Technologies Inc., Bioject Inc. and the Purchasers.

 

1


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 17, 2013       BIOJECT MEDICAL TECHNOLOGIES INC.
      (Registrant)
     

/s/ CHRISTINE M. FARRELL

      Christine M. Farrell
      Vice President of Finance
      (Principal Financial and Accounting Officer)

 

2

EX-10.1 2 d570207dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

FORM OF

SENIOR SECURED BRIDGE PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND HAS BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE HOLDER (CONCURRED IN BY LEGAL COUNSEL FOR THE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER

 

$            Date: July 16, 2013

For value received, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), promises to pay to              (the “Holder”) the principal sum of              dollars ($        ), together with interest thereon as set forth herein (this “Note”). This Note is issued as part of a series of similar notes (collectively, the “Bridge Notes”) aggregating $310,000.

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

 

1. Payment Terms and Security. The unpaid principal balance from time to time outstanding under this Note shall bear interest at the rate of 10% per annum. The outstanding principal balance of and accrued but unpaid interest under this Note shall be repaid by the Company on or before December 31, 2014 (December 31, 2014 or as extended, the “Maturity Date”) unless prepaid or extended pursuant to the terms hereof. Except as otherwise provided herein, both principal and interest shall be payable on the Maturity Date in lawful money of the United States of America to the Holder at the address listed on the signature page hereto (or at such other location as shall be designated by the Holder in a written notice to the Company), in same day funds. This Note and the Bridge Notes are secured by a pledge of all the intellectual property of the Company and its subsidiary, Bioject Inc., pursuant to a Security Agreement in the form attached hereto as Exhibit A.

 

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived:

 

  (a) Default in the payment of the principal and unpaid accrued interest of this Note when due and payable if such default is not cured by the Company within ten (10) business days after the Holder has given the Company written notice of such default; or

 

  (b) Any breach by the Company of any representation, warranty, or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is susceptible to cure, such breach shall not have been cured by the Company within ten (10) business days after written notice to the Company of such breach; or

 

  (c) The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (v) take any action for the purpose of effecting any of the foregoing; or

 

1


  (d) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed, discharged or stayed within 60 days of commencement.

Notwithstanding anything to the contrary contained herein, if any of the events described in Sections 2(c) or (d) occur, this Note shall be automatically accelerated and the entire principal and unpaid accrued interest thereon shall immediately become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

 

3. Mandatory Prepayment. Prior to the Maturity Date, this Note will be prepaid if the Company can do so but still have adequate cash to fund its ongoing operations for the then forseeable future.

 

4. Assignment. The rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

5. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder or the holders of a majority in interest of the Bridge Notes (the “Majority Holders”). The Holder agrees to be bound by any waivers or amendments approved by the Majority Holders, irrespective of whether the Holder consents to such waiver or amendment. However, any waiver or amendment that adversely affects the Holder in a manner different from all other holders of Bridge Notes shall require the consent of such Holder. 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. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile (provided that notice is also given under clause (c) below) if sent during normal business hours of the recipient; if not sent during normal business hours of the recipient, then on the next business day, or (c) upon receipt by the party to be notified by nationally recognized overnight courier service. All communications shall be sent to the party at the address as set forth herein or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 

7. Governing Law; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the state of Oregon, exclusive of conflicts of law provisions. In the event of any dispute between the parties to this Note, the parties agree that the dispute shall be settled in the state or federal courts located in the County of Washington in the State of Oregon. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Note.

 

8. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

IN WITNESS WHEREOF, each of the Company has executed this Senior Secured Bridge Promissory Note as of the date first above written.

 

BIOJECT MEDICAL TECHNOLOGIES INC.
By  

 

Name:   Mark Logomasini
Title:   President and Chief Executive Officer

 

2

EX-10.2 3 d570207dex102.htm EX-10.2 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.

 

1


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.

 

2


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.

 

3


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.

 

4


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:

 

   

 

 

5


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

 

6


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

 

7


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

 

8


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

 

9


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

 

10