Exhibit 10.1
AGREEMENT
This Agreement (this "Agreement") is made as of December 12, 2001,
among Bioject Medical Technologies Inc., an Oregon corporation (the "Company"),
Elan Pharmaceutical Investments, Ltd. ("EPIL") and Elan International Services,
Ltd. ("EIS" and together with EPIL, "Elan").
WHEREAS, the Company and Elan are parties to that certain
Securities Purchase Agreement dated as of October 15, 1997 (as amended by the
Amendment to Securities Purchase Agreement dated January 15, 1998 by the Company
and EIS, the Agreement to Amend Securities Purchase Agreement and Certain
Related Securities dated June 30, 1999 among the Company, EIS and Marathon
Medical Technologies, Inc. (the "1999 Amendment") and the Agreement by the
Company and EIS dated May, 2000, all of which are attached as Annex I and
referred to collectively in this Agreement as the "Purchase Agreement"),
relating to the issuance and sale to Elan of the Securities subject to the terms
of the relevant Transaction Documents (as modified, amended or supplemented to
the date hereof, the "Existing Transaction Documents"). Capitalized terms used
in this Agreement without definition shall have the meanings given such terms in
the Purchase Agreement.
WHEREAS, EIS has previously assigned to EPIL all of its interests
in the Securities after the date of issuance thereof; and
WHEREAS, the Company and Elan have agreed to amend certain of the
Existing Transaction Documents and make certain agreements with respect to the
Securities held by Elan from time to time.
NOW, THEREFORE, in consideration of the premises set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each of the undersigned hereby agrees as follows:
1. Amendments to Transaction Documents.
(a) Article IV, Section 2.3(a)(1) of the Amended and
Restated Articles of Incorporation of Bioject Medical Technologies Inc.,
as in effect on the date hereof (the "Articles of Incorporation"
(attached hereto as Annex II)) shall be deemed by the parties hereto to
be deleted in its entirety as of the Effective Date (as defined in
Section 4 below) and replaced with the following language:
"Each outstanding share of Series A Preferred Stock shall accrue
from the date of issuance through October 15, 2001 a dividend
equal to 9%
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per annum of the Preferred Issuance Price of Series A Preferred
Stock, compounded semiannually beginning on September 2, 1998;
such dividend shall be paid by the issuance of additional shares
of Series A Preferred Stock, based upon a value equal to the
Preferred Issuance Price."
(b) Article IV, Sections 2.6(a)(1) and (3) of the Articles
of Incorporation shall be deemed by the parties hereto to be deleted in
their entirety and of no further force or effect whatsoever as of the
Effective Date.
(c) Article IV, Section 2.6(a)(2) of the Articles of
Incorporation shall be deemed by the parties hereto to be deleted in its
entirety as of the Effective Date and renumbered as Section 2.6(a) and
replaced with the following language:
"Series A Preferred Stock. All holders of Series A Preferred Stock
issued as of December 12, 2001, shall have the right to convert at
any time each share of Series A Preferred Stock into two shares of
Common Stock as of such date (which amount gives effect to the
Reverse Stock Split described in Section 1.1), subject to Section
2.6(e) below (the "Antidilution Adjustments")."
(d) Article IV, Section 2.6(c)(1) of the Articles of
Incorporation shall be deemed by the parties hereto to be deleted in its
entirety and of no further force or effect whatsoever as of the Effective
Date.
(e) Article IV, Section 2.6(c)(2) of the Articles of
Incorporation shall be deemed by the parties hereto to be deleted in its
entirety as of the Effective Date and renumbered as Section 2.6(c) and
replaced with the following language:
"Series C Preferred Stock. All holders of Series C Preferred Stock
issued as of December 12, 2001 shall have the right to convert at
any time each share of Series C Preferred Stock into two shares of
Common Stock as of such date (which amount gives effect to the
Reverse Stock Split described in Section 1.1), subject to the
Antidilution Adjustments."
(f) Article IV, Sections 2.7(a) and (c) of the Articles of
Incorporation shall be deemed by the parties hereto to be deleted in
their entirety and of no further force or effect whatsoever as of the
Effective Date.
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(g) Section 5(c) of the Purchase Agreement is hereby
deleted in its entirety and of no further force or effect whatsoever as
of the Effective Date.
(h) Pursuant to Section 8(a) of the Series "K" Warrant to
Purchase Shares of Common Stock originally issued by the Company to Elan
International Services, Ltd. in connection with the Purchase Agreement
(the "Series K Warrant"), a copy of which is attached as Annex III, the
Series K Warrant is hereby terminated and is of no further force or
effect whatsoever.
(i) Section 1 of the Series "P" Common Stock Purchase
Warrant of the Company originally issued by the Company to EIS, pursuant
to the 1999 Amendment (the "Series P Warrant"), a copy of which is
attached as Annex IV, is hereby amended as of the Effective Date by
adding the following language after the first sentence thereof:
"Notwithstanding the foregoing, the holder hereof shall exercise
this Warrant (by payment of the applicable Exercise Price (in cash
or by cancellation of indebtedness of the Corporation to the
holder hereof as provided in Section 2 of this Warrant)), (i) on
the Effective Date (as defined in the Agreement among the Company
and Elan Pharmaceutical Investments, Ltd. and Elan International
Services, Ltd. dated December 12, 2001 (the "Agreement")) for
252,666 shares of the Warrant Stock, (ii) within 30 days of the
holder's receipt of written notice from the Corporation that on
the first anniversary of the Effective Date the Market Price (as
defined below) of common stock of the Corporation (the "Common
Stock") was at least $12.50 per share (such notice to include
evidence reasonably satisfactory to the holder hereof as to the
basis for the calculation of such price and to be given no later
than the fifth business day following such anniversary and in such
manner as is specified in Section 9 of the Agreement), for 252,667
shares of the Warrant Stock and (iii) within 30 days of the
holder's receipt of written notice from the Corporation that on
the second anniversary of the Effective Date the Market Price of
the Common Stock was at least $15.00 per share (such notice to
include evidence reasonably satisfactory to the holder hereof as
to the basis for the calculation of such price and to be given no
later than the fifth business day following such anniversary and
in such manner as is specified in Section 9 of the Agreement), for
the remaining Warrant Stock not previously purchased pursuant to
an exercise of this Warrant; provided, however, the holder hereof
is not obligated to make any such exercise unless at such time at
least one or more registration statements is then effective
pursuant to which all the
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Warrant Stock issued or issuable upon exercise hereof may be
publicly sold by such holder under the Securities Act of 1933, as
amended; provided, further, however, that notwithstanding the
foregoing provisions of this sentence, the holder of this Warrant
retains the right to exercise this Warrant at any time pursuant to
the first sentence of this Section 1. In the event that the holder
hereof has not exercised this Warrant for all Warrant Stock as of
the close of business on the later of (x) the fifth business day
after the second anniversary of the Effective Date if no notice
pursuant to clause (iii) above has been delivered to the holder
hereof on or before such date or (y) the 30th day following
receipt by the holder hereof of any notice pursuant to clause
(iii) above, as a result of the failure of the conditions set
forth in the immediately preceding sentence, then thereafter the
provisions of such sentence shall terminate and have no further
force or effect. All share amounts and prices per share in this
Section 1 shall be subject to appropriate adjustment from time to
time pursuant to Section 11 of this Warrant.
"Market Price" means, with respect to each anniversary of the
Effective Date requiring a calculation thereof as provided above,
the average of the daily Closing Prices (as defined below) per
share of the Common Stock for the 10 consecutive trading days
ending on the trading day immediately preceding such anniversary;
provided, however, that in the event that the Market Price is
determined during a period following the announcement by the
Corporation of (A) a dividend or distribution of Common Stock, or
(B) any subdivision, combination or reclassification of Common
Stock and prior to the expiration of 20 business days after the
ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination or reclassification, then,
and in each such case, the Market Price shall be appropriately
adjusted to reflect the current market price per share equivalent
of the Common Stock. "Closing Price" means the reported last sales
price regular way or, if no such reported sale occurs on such day,
the average of the closing bid and asked prices regular way on
such day, in each case as reported by NASDAQ or such other
principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange
on which the Common Stock is listed or admitted to trading, or any
comparable system then in use or, if not so reported, as reported
by any New York Stock Exchange member firm reasonably selected by
the holder of this Warrant for purposes of estab-
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lishing whether this Warrant must be exercised pursuant to the
second sentence of this Section 1."
(j) Section 6 of the Series P Warrant is hereby deleted in
its entirety and of no further force or effect as of the Effective Date.
2. Resale of Common Stock; Etc.
(a) Elan hereby agrees to sell, in one transaction or a
series of related or unrelated transactions, the 545,455 shares of Common
Stock originally acquired under the Purchase Agreement and the 252,666
shares of Common Stock to be acquired by Elan on the Effective Date upon
the exercise of the Series P Warrant pursuant to Section 1(i) of this
Agreement (the "Original Shares") to one or more individuals,
partnerships, corporations, limited liability companies or other entities
not affiliates of Elan (any such entity, a "Non-Affiliate") on or before
March 31, 2002; provided, (A)(i) on or before January 8, 2002, Elan may
contract to sell such shares in any such transaction (for any or all of
the Original Shares) in a manner and at such time as Elan may determine
and (ii) on and after January 9, 2002 through and including March 31,
2002, Elan shall contract to sell such shares in any such transaction
with respect to such Original Shares not sold pursuant to the foregoing
clause (i) exclusively through Leerink Swann & Company under the same
terms and conditions as sales of Common Stock by the Company, on a pro
rata basis (determined by reference to the number of Original Shares not
sold (or contracted to be sold) pursuant to the foregoing clause (i) and
the number of shares of Common Stock the Company identifies to Leerink
Swann & Company for sale during such period) and (B) in any one such
transaction the consideration Elan receives per Original Share (subject
to adjustment to reflect any subdivision or combination of the Common
Stock on or before the date of any such transaction, including the
Reverse Stock Split (as defined in the Articles of Incorporation) shall
be no less than $10.25 per share, net of any commissions, fees or
discounts charged in connection with such transaction; provided, that,
except with respect to any transaction contemplated by clause (A)(ii) of
the first proviso of this Section 2(a), Elan shall not be obligated to
make any such sale pursuant to this Section 2(a) unless at such time at
least one or more registration statements is then effective pursuant to
which the Original Shares may be publicly sold by Elan under the
Securities Act of 1933, as amended (the "Securities Act"); provided,
further, if on or before March 31, 2002 Elan has not disposed of all of
its Original Shares pursuant to this Section 2(a) as a result of the
failure of the conditions hereof to be satisfied, then the provisions of
this Section 2(a) shall terminate as of the close of business on such
date and Elan shall have no further obligations under this Section 2(a).
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(b) The parties hereto hereby agree that, after the earlier
of March 31, 2002 or the sale of all of the Original Shares as
contemplated by Section 2(a) of this Agreement, Elan may sell any shares
of Common Stock, including shares of Common Stock acquired upon
conversion of the Series A Preferred Stock or the Series C Preferred
Stock or upon exercise of the Series P Warrant after the Effective Date,
and any shares of the Series A Preferred Stock or Series C Preferred
Stock, and any Series P Warrants, in each case in a manner and at such
time as Elan may determine, subject to any holdback agreements
contemplated by the Registration Rights Agreement and any applicable
securities law restrictions.
(c) The parties hereto agree that notwithstanding the
provisions of any Existing Transaction Document, Elan is not subject to
any provisions of any Existing Transaction Document limiting or
restricting its ability to sell any of the Securities (other than any
holdback agreements contemplated by the Registration Rights Agreement),
including the Original Shares and any Common Stock acquired upon exercise
of the Series P Warrant or conversion of the Series A Preferred Stock or
Series C Preferred Stock, at any time or in any manner, other than any
applicable restrictions under the Securities Act.
3. Waivers.
(a) The Company hereby waives as of the Effective Date any
rights it had prior to the date hereof solely with respect to those
provisions of the Articles of Incorporation deemed to be amended or
deleted pursuant to Sections 1(a) through (f) hereof (the "Amendments to
the Articles"), including any right to redeem the Series A Preferred
Stock and hereby rescinds any action heretofore undertaken in any manner
or to any extent to exercise any such right, and waives any right it
would have hereafter under such provisions whether or not the Amendments
to the Articles are approved by the Company's shareholders.
(b) Elan hereby waives any rights as a holder of the Series
A Preferred Stock or Series C Preferred Stock it had prior to the date
hereof solely with respect to those provisions deemed to be amended or
deleted by the Amendments to the Articles and waives any right it would
have hereafter under such provisions whether or not the Amendments to the
Articles are approved by the Company's shareholders.
4. Conditions. This Agreement shall become effective upon the date
(the "Effective Date") that
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(a) all of the following, duly executed, have been
delivered to Elan:
(i) this Agreement;
(ii) Certificates for 260,044 shares of Series A
Preferred Stock, which the parties agree represents all dividends
accrued on the Series A Preferred Stock from the date of first
issuance thereof through and including October 15, 2001;
(iii) Certificates for the shares of Common Stock
being acquired by Elan pursuant to the exercise of the Series P
Warrant as contemplated by Section 1(i) of this Agreement; and
(iv) An opinion of counsel of the Company, in the
form attached to this Agreement as Annex V, as to the matters set
forth in Section 6(a) hereof;
(v) Supplements to the currently effective
prospectuses to cover the sale by EPIL of the Original Shares.
(b) all of the following, duly executed, have been
delivered to Bioject:
(i) this Agreement;
(ii) the cash amount of $1,894,995, representing the
exercise price for the shares to be purchased by Elan pursuant to
the exercise of the Series P Warrant as contemplated by Section
1(i) of this Agreement;
(iii) the original Series K Warrant for
cancellation; and
(iv) the cash amount of $100,000 in consideration
for the option granted pursuant to Section 8 of this Agreement.
The parties agree to take all actions required as conditions so that the
Effective Date shall occur no later than December 14, 2001.
5. Covenants.
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(a) The Company hereby covenants that at its next regularly
scheduled annual meeting of its shareholders it shall request and use its
best efforts to obtain shareholder approval of the Amendments to the
Articles; provided, Elan shall have the right to review and comment on
the proxy material to be distributed in connection with any such annual
meeting; provided, further, in the event that the shareholders do not
approve the Amendments to the Articles as contemplated by this Section
5(a) on or before the first anniversary of the Effective Date, the
Company covenants that it will issue to Elan a warrant exercisable at a
nominal exercise price for a number of shares of Common Stock equal in
value (based on the Market Price thereof on such anniversary as defined
in the Series P Warrant) on such first anniversary to the sum of (x) the
valuation of all of the shares of Series A Preferred Stock held by Elan
on such date (including the valuation of the conversion feature of such
shares based on the Black-Scholes method of valuation of securities with
option features, giving effect to the adoption of the Amendments to the
Articles) minus the valuation of all of such shares (including the
valuation of the conversion feature of such shares based on the
Black-Scholes method of valuation of securities with option features,
without giving effect to the adoption of the Amendments to the Articles)
plus (y) 10% of the difference in valuations specified in clause (x);
provided, the parties hereto agree that the valuation and methods
contemplated hereby will be pursuant to such further agreements as to the
procedures for such valuation as the parties shall mutually agree to.
(b) In addition to the rights and obligations of the
parties hereto under the Registration Rights Agreement, including the
provisions of Section 6 thereof, the Company hereby covenants that the
Company shall use its best efforts to keep the currently effective
registration statements of the Company effective until all shares of
Common Stock held by Elan as of the Effective Date and all shares of
Common Stock issuable upon conversion of the Series A Preferred Stock or
the Series C Preferred Stock and the exercise of the Series P Warrant are
(A) sold pursuant to an effective registration statement under the
Securities Act, (B) eligible to be sold into the public market without
regard to volume limitations under Rule 144(k) promulgated under the
Securities Act (or any successor rule), or (C) sold pursuant to Rule 144.
(c) The Company covenants not to sue EIS, EPIL or Elan
Corporation, plc including, as applicable, all of the direct or indirect
stockholders, members and affiliates thereof (including, but not limited
to, parent, subsidiary and affiliated corporations or other entities) and
each of their respective past and present officers, directors, members,
agents, employees, representatives, lawyers, administrators, spouses, and
all persons acting by, through, under, or in concert
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with them (collectively, the "Elan Entities") with respect to any and all
claims for damages or other sums, including attorneys' fees and costs, or
for any other relief or remedy, which the Company may have against them,
or any of them, which could have arisen out of any act or omission with
respect to the Company's redemption rights that were the basis for the
Complaint (as defined in Section 7 hereof) (each a "Complaint Related
Claim") and covenants to indemnify and hold harmless each Elan Entity
from and against any losses, claims, damages or liabilities (including
actions or proceedings in respect thereof) arising out of any Complaint
Related Claim that may be alleged by any other party.
(d) Elan hereby covenants to (i) use its best efforts to
cooperate with the Company in causing the Amendments to the Articles to
be approved, including, without limitation, voting all of its shares of
the Company's stock in favor of the proposals relating to the Amendments
to the Articles and (ii) notify the Company promptly after the
consummation of each transaction contemplated by Section 2(a) of this
Agreement.
6. Representations and Warranties.
(a) The Company represents and warrants to Elan that (i)
attached hereto as Annex II is a true and complete copy of the Articles
of Incorporation; (ii) the Company is a corporation duly organized and
validly existing under the laws of Oregon, with all corporate power and
authority necessary to execute, deliver and perform its obligations under
this Agreement; (iii) the execution, delivery and performance by the
Company of this Agreement has been duly authorized by all necessary
action and this Agreement constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms; and (iv) as of the Effective Date the registration
statements covering the sale of the shares of Common Stock held by Elan
have been declared effective under the Securities Act by the Securities
and Exchange Commission and have not been withdrawn by the Company and to
the Company's knowledge no stop order proceedings with respect thereto
are pending or threatened under the Securities Act.
(b) Elan represents and warrants to the Company that (i)
Elan now has good and marketable title to all of the shares of Preferred
Stock and Common Stock of the Company issued to Elan pursuant to the
Purchase Agreement, the Series K Warrant and the Series P Warrant, free
and clear of any liens, encumbrances and claims, and full right, power
and authority to effect the sale and delivery of such securities; (ii)
each of the Elan entities is a corporation duly organized and validly
existing under the laws of its incorporation, with all corpo-
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rate power and authority necessary to execute, deliver and perform its
obligations under this Agreement; (iii) the execution, delivery and
performance by Elan of this Agreement has been duly authorized by all
necessary action and this Agreement constitutes the legal, valid and
binding obligation of Elan, enforceable against Elan in accordance with
its terms.
7. Dismissal of the Complaint. Within 2 business days after the
Effective Date, the Company and all those under its control shall, in the form
attached hereto as Annex VI, arrange for the dismissal of the lawsuit entitled
Bioject Medical Technologies Inc. v. Elan Corporation, plc, et. al, Case
No.01-CV-1438-AS, filed in the United States District Court for the Federal
District of Oregon (the "Complaint"). The Company shall promptly provide
evidence of such dismissal to Elan. By entering into this Agreement no party is
making any admission of liability, nor admitting the sufficiency of any other
party's allegations in the Complaint. Instead, the parties hereto have entered
into this Agreement to compromise disputed claims and to avoid the further
expense and burden of litigation. No party admits liability, wrongdoing, or any
sort of malfeasance.
8. License Agreement Option. In separate consideration of the
payment of the sum of $100,000 simultaneously with the execution of this
Agreement, the Company grants to EIS an option, but not the obligation,
exercisable on or prior to the six-month anniversary of the Effective Date to
obtain a license of the Company's Iject product for any one drug of Elan or of a
joint venture partner of Elan, the form and substance of which license agreement
shall be negotiated in good faith by the parties hereto.
9. Notice. All notices, demands and requests of any kind to be
delivered to any party in connection with this Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or when sent if
sent by nationally-recognized overnight courier or by registered or certified
airmail, return receipt and postage prepaid, or by facsimile transmission,
addressed as follows:
If to the Company:
Bioject Medical Technologies, Inc.
7620 S.W. Bridgeport Road
Portland, Oregon 97224
Fax: (503) 620-6431
Attention: James C. O'Shea
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With a copy to:
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204
Fax: 503-220-2480
Attention: Todd Bauman
If to EPIL or EIS:
c/o Elan Pharmaceutical Investments, Ltd.
102 St. James Court
Flatts Smiths FL04, Bermuda
Fax: (441)292-2224
Attention: Kevin Insley
With a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
Fax: (212)269-5420
Attention: William Hartnett
10. Specific Performance, Etc. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
11. Expenses. Each party hereto shall be responsible for payment
of its own attorneys' fees, costs, and other legal expenses incurred through the
date of this Agreement.
12. Confidentiality; Non-Disclosure.
(a) Subject to clause (b) below, from and after the date
hereof, neither the Company, EIS nor EPIL (nor their respective
affiliates) shall disclose to any person or entity this Agreement or the
other Transaction Documents or the contents thereof or the parties
thereto, except that such parties may make such disclosure (x) to their
directors, officers, employees and advisors, and potential bank creditors
and investors, so long as they shall have advised such persons of the
obligation of confidentiality herein and for whose breach or default the
disclosing party shall be responsible or (y) as required by applicable
law, rule, regu-
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lation or judicial or administrative process (it being expressly
understood by the parties hereto that the Company will file this
Agreement with the first report on Form 10-Q filed after the Effective
Date), provided, that the disclosing party uses commercially reasonable
efforts to obtain an order or ruling protecting the confidentiality of
confidential information identified as such by the other party contained
herein or therein and notifies the other party five business days prior
to such disclosure so that such other party may, if it chooses, request
that the Company seek such relief (any such relief, "Confidential
Treatment"). The parties shall be entitled to seek injunctive or other
equitable relief in respect of any breach or threatened breach of the
foregoing covenant without the requirement of posting a bond or other
collateral.
(b) Attached hereto as Annex VII is a press release to be
issued by the Company in respect of this Agreement and the transactions
contemplated hereby (the "Initial Press Release"). After the Effective
Date, the Company will not issue any press release containing, or
otherwise publicly disclose, any confidential information that is the
subject of a request for Confidential Treatment (whether or not such
request has been approved), without obtaining the consent of Elan to the
contents thereof, which consent shall not be unreasonably withheld or
delayed; it being understood that if Elan shall not have responded to
such consent request within three business days, such consent shall be
deemed given.
13. Successors and Assigns. This Agreement shall be binding upon
each of the parties hereto and their respective successors and assigns. The
successors and assigns of such persons shall include, without limitation, their
respective receivers, trustees or debtors-in-possession and the successors and
assigns of Elan shall include any transferee of any shares of Series A Preferred
Stock.
14. Further Assurances. Each of the parties hereto agrees to
execute and deliver or cause to be executed and delivered, all such documents,
instruments and agreements and to take or cause to be taken such further or
other action as may reasonably be deemed necessary or desirable in order to
carry out the intent and purposes of this Agreement.
15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS THEREOF.
16. Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such provi-
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sion shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
17. Integration, Etc. This Agreement (together with the Annexes
hereto) is intended to be and constitutes the final, complete and exclusive
Agreement between the parties regarding the subject matter of this Agreement and
all prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged into and superseded by this Agreement.
No parol or extrinsic evidence of any kind and no course of dealing or usage of
trade or course of performance shall be used to vary, contradict, supplement or
add to the terms of this Agreement. No amendment or waiver hereof shall be
effective unless in writing and signed by the parties hereto and then only in
the specific instance and for the specific purpose for which given; provided,
except as amended hereby, the Existing Transaction Documents remain unmodified
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their respective representatives hereunto duly
authorized as of the date first above written.
BIOJECT MEDICAL TECHNOLOGIES, INC. ELAN INTERNATIONAL SERVICES, LTD.
By: By:
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ELAN PHARMACEUTICAL
INVESTMENTS, LTD.
By:
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