SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELAN CORP PLC

(Last)

(First)

(Middle)

LINCOLN HOUSE

LINCOLN PLACE

(Street)

DUBLIN 2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOJECT MEDICAL TECHNOLOGIES INC [ BJCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/1998

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2001		X		252,666	A	$7.5	798,121	I⁽¹⁾	I⁽¹⁾
Common Stock	12/17/2001		S		798,121	D	$11.5	0	I⁽¹⁾	I⁽¹⁾
Common Stock	02/04/2004		C		1,905,476	A	$0⁽²⁾	1,905,476	I⁽¹⁾	I⁽¹⁾
Common Stock	02/04/2004		C		783,660	A	$0⁽²⁾	2,689,136	I⁽¹⁾	I⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$0⁽⁸⁾	03/02/1998		J⁽³⁾		692,694		03/02/1998	⁽⁹⁾	Common Stock	1,385,388	$0⁽³⁾	692,694	I⁽¹⁾	I⁽¹⁾
Series B Convertible Preferred Stock	$0⁽⁸⁾	03/02/1998		J⁽³⁾		134,333		03/02/1998	⁽⁹⁾	Common Stock	268,666	$0⁽³⁾	134,333	I⁽⁴⁾	I⁽⁴⁾
Series C Convertible Preferred Stock	$0⁽⁸⁾	04/05/1999		P		391,830		04/05/1999	⁽⁹⁾	Common Stock	783,660	$6.13	391,830	I⁽¹⁾	I⁽¹⁾
Series B Convertible Preferred Stock	$0⁽⁸⁾	06/30/1999		J⁽⁵⁾			134,333	03/02/1998	⁽⁹⁾	Common Stock	268,666	$0⁽⁹⁾	0	I⁽¹⁾	I⁽¹⁾
Warrant	$7.5	06/30/1999		J⁽⁵⁾		758,000		06/30/1999	06/30/2006	Common Stock	758,000	$0⁽⁵⁾	758,000	I⁽¹⁾	I⁽¹⁾
Warrant	$7.5	12/13/2001		X			252,666	06/30/1999	06/30/2006	Common Stock	252,666	$0⁽⁹⁾	505,334	I⁽¹⁾	I⁽¹⁾
Series A Convertible Preferred Stock	$0⁽⁸⁾	12/13/2001		J⁽⁶⁾		260,044		12/13/2001	⁽⁹⁾	Common Stock	520,088	$0⁽⁶⁾	952,738	I⁽¹⁾	I⁽¹⁾
Warrant	$12.5	12/13/2001		J⁽⁷⁾			1	10/15/1997	10/15/2002	Common Stock	350,000	$0⁽⁹⁾	0	I⁽¹⁾	I⁽¹⁾
Series A Convertible Preferred Stock	$0⁽⁸⁾	02/04/2004		C			952,738	03/02/1998	⁽⁹⁾	Common Stock	1,905,476	$0⁽⁹⁾	0	I⁽¹⁾	I⁽¹⁾
Series C Convertible Preferred Stock	$0⁽⁸⁾	02/04/2004		C			391,830	04/05/1999	⁽⁹⁾	Common Stock	783,660	$0⁽⁹⁾	0	I⁽¹⁾	I⁽¹⁾

1. Name and Address of Reporting Person^*

ELAN CORP PLC

(Last)

(First)

(Middle)

LINCOLN HOUSE

LINCOLN PLACE

(Street)

DUBLIN 2

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ELAN INTERNATIONAL SERVICES LTD

(Last)

(First)

(Middle)

102 JAMES COURT FLATTS

SMITH PARISH FL 04

(Street)

BERMUDA

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ELAN PHARMACEUTICAL INVESTMENTS LTD

(Last)

(First)

(Middle)

102 ST. JAMES COURT

(Street)

FLATTS, SMITHS FL 04

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are or were beneficially owned indirectly by Elan Corporation, plc ("Elan") and by its direct wholly-owned subsidiary, Elan International Services, Ltd. ("EIS"), and directly by Elan Pharmaceutical Investments, Ltd., a wholly-owned subsidiary of Elan and EIS.

2. These shares were acquired upon conversion of Series A Convertible Preferred Stock and Series C Convertible Preferred Stock at a conversion ratio of two shares of common stock for each share of preferred stock.

3. The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock were acquired in exchange for a promissory note and accrued interest issued to EIS in the original principal amount of $12,015,000.

4. These securities were beneficially owned indirectly by Elan and directly by its wholly-owned subsidiary, EIS.

5. The shares of Series B Convertible Preferred Stock were exchanged for a Warrant to purchase 758,000 shares of Common Stock.

6. Elan received 260,044 shares of Series A Convertible Preferred Stock in payment of all dividends accrued on the Series A Convertible Preferred Stock from the date of first issuance through and including October 15, 2001. Elan agreed to eliminate, on a prospective basis from October 2001, the 9% dividend due Elan from its holdings in the Issuer's Series A Convertible Preferred Stock.

7. The Warrant that was issued to EIS on September 30, 1997 was terminated on December 13, 2001 by agreement of the Issuer and EIS.

8. Each share of preferred stock was convertible into two shares of common stock.

9. Not applicable.

Remarks:

* All share and per share amounts in this Form 4 have been retroactively adjusted for a 1:5 reverse stock split that was effective October 13, 1999. Exhibit 99 - Joint Filer Information

	/s/ William F. Daniel, Executive Vice President and Secretary, Elan Corporation, plc	02/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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