ACCURAY LETTERHEAD] November 10, 2006Employment Agreement • November 13th, 2006 • Accuray Inc
Accuray Incorporated (the "Company") is pleased to offer to continue your employment as Senior Vice President, Chief Operating Officer of the Company on the terms and conditions set forth in this letter, effective as of November 10, 2006 (the "Effective Date"). This letter amends and restates in its entirety that certain employment letter, dated as of July 24, 2002, between you and the Company (the "Original Employment Letter").
ACCURAY INCORPORATED INTERNATIONAL SALES AGENT AGREEMENTInternational Sales Agent Agreement • November 13th, 2006 • Accuray Inc
This International Sales Agent Agreement ("Agreement") is entered into by and between ACCURAY INCORPORATED, a California corporation with its executive offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089, USA ("Accuray"), and , a corporation organized under the laws of , with its executive offices located at ("Agent"), as of , 2006 ("Effective Date").
ACCURAY CYBERKNIFE® INTERNATIONAL EMERALD ELITE SERVICE AGREEMENTEmerald Elite Service Agreement • November 13th, 2006 • Accuray Inc
ACCURAY CYBERKNIFE® INTERNATIONAL PLATINUM ELITE SERVICE AGREEMENTService Agreement • November 13th, 2006 • Accuray Inc
CYBERKNIFE® G4 SHARED OWNERSHIP AGREEMENTCyberknife Shared Ownership Agreement • November 13th, 2006 • Accuray Inc • California
Only valid for primary customer named above. This CyberKnife Shared Ownership Agreement ("Agreement") is non-transferable and not for export outside the U.S.
NONEXCLUSIVE END-USER SOFTWARE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND ACCURAY, INC. OFFICIAL USE ONLY May be exempt from public release under the Freedom of Information Act (5 U.S.C. 552), exemption number and...Nonexclusive End-User Software License Agreement • November 13th, 2006 • Accuray Inc • California
THIS LICENSE AGREEMENT, hereinafter referred to as "License Agreement" is entered into by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a nonprofit educational institution and a public corporation of the State of California having its principal office at 1111 Franklin Street, Oakland, CA 94607, hereinafter referred to as the "University," and Accuray Inc., 1310 Chesapeake Terrace, Sunnyvale, CA 94089 hereinafter referred to as the "Licensee," the parties to this License Agreement being referred to individually as a "Party," and collectively as "Parties."
CYBERKNIFE G4 PLACEMENT AGREEMENT ACCURAY INCORPORATED—[NAME OF INSTITUTION]Cyberknife G4 Placement Agreement • November 13th, 2006 • Accuray Inc • California
This CyberKnife® G4 Placement Agreement ("Agreement") is made and entered into as of , 2006 ("Effective Date") by and between Accuray Incorporated, a California corporation, with offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089 ("Accuray") and , located at ("Institution").
ACCURAY CYBERKNIFE® INTERNATIONAL SILVER ELITE SERVICE AGREEMENTService Agreement • November 13th, 2006 • Accuray Inc
ACCURAY INCORPORATED INVESTORS' RIGHTS AGREEMENT OCTOBER 30, 2006Investors' Rights Agreement • November 13th, 2006 • Accuray Inc • California
This Investors' Rights Agreement (this "Agreement") is made as of October 30, 2006, by and among Accuray Incorporated, a California corporation (the "Company"), and the holders of the Company's Series C Preferred Stock as converted ("Prior C Holders"), the holders of the Company's Series A Preferred Stock ("Series A Holders"), the holders of the Company's Series A-1 Preferred Stock ("Series A-1 Holders"), the holders of the Company's Series B Preferred Stock ("Series B Holders") and the holders of the Company's Series C Preferred Stock ("Series C Holders"). The Prior C Holders, the Series A Holders, the Series B Holders and the Series C Holders are listed on Exhibit A and are referred to herein either collectively as the "Investors" or individually as an "Investor". Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
LICENSE AGREEMENTLicense Agreement • November 13th, 2006 • Accuray Inc • California
This License Agreement is made as of the 12th day of December, 2004 (the "Effective Date"), by and between Accuray Incorporated, a California corporation ("Licensor"), and American Science and Engineering, Inc., a Massachusetts corporation ("Licensee"). Licensee and Licensor are each sometimes referred to herein as a "Party" and collectively as the "Parties."
ACCURAY INCORPORATED INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • November 13th, 2006 • Accuray Inc
This International Distributor Agreement ("the Agreement") is entered into by and between Accuray Incorporated, a Delaware corporation with its executive offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089, USA, and Chiyoda Technol Corporation, a corporation organized under the laws of Japan, with its executive offices located at 1-7-12, Yushima, Bunkyo-ku, Tokyo 113-8681, Japan, as of , 2004 (the "Effective Date").
MANUFACTURING LICENSE AND TECHNOLOGY TRANSFER AGREEMENTManufacturing License and Technology Transfer Agreement • November 13th, 2006 • Accuray Inc
This Manufacturing License and Technology Transfer Agreement ("Agreement") is made and entered into this 28th day of January, 1991, by and between Schonberg Radiation Corporation, a California corporation having its principal place of business in Santa Clara, California ("Company"), and Accuray Associates, a California limited partnership having its principal place of business in Santa Clara, California ("Licensee").
ACCURAY CYBERKNIFE® INTERNATIONAL DIAMOND ELITE SERVICE AGREEMENTDiamond Elite Service Agreement • November 13th, 2006 • Accuray Inc
ACCURAY CYBERKNIFE® EMERALD BASIC SERVICE AGREEMENTService Agreement • November 13th, 2006 • Accuray Inc
ACCURAY INCORPORATED AMENDED AND RESTATED INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • November 13th, 2006 • Accuray Inc
This Amended and Restated International Distributor Agreement (this "Agreement") is effective as of April 1, 2004 (the "Effective Date"), by and between Accuray Incorporated, a Delaware corporation with its corporate headquarters located at 1310 Chesapeake Terrace, Sunnyvale, California 94089, USA, ("Accuray"), and President Medical Technologies Co., Ltd. Inc., a Taiwanese corporation with its principal place of business at 10F-1, No. 560, Sec. 4 Chung Hsiao East Rd, Taipei 110, Taiwan, Republic of China ("Distributor" or "PMTC"). Accuray and Distributor together shall be individually referred to herein as a "Party" or collectively referred to as the "Parties."
CYBERKNIFE® G4 PURCHASE AGREEMENTCyberknife Purchase Agreement • November 13th, 2006 • Accuray Inc • California
Only valid for primary customer named above. This CyberKnife Purchase Agreement ("Agreement") is non-transferable and not for export outside the U.S.
COMMISSION AGREEMENTCommission Agreement • November 13th, 2006 • Accuray Inc
This Commission Agreement ("Agreement") is made as of August 10, 2006 ("Effective Date"), by and between ACCURAY INCORPORATED, a California Corporation with offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089, ("Accuray"), and PRESIDENT MEDICAL TECHNOLOGIES CO., LTD. INC., a Taiwanese corporation, located at 8F., No. 1, Guangfu S. Rd., Taipei 105, Taiwan, Republic of China ("PMTC"), each separately being a "Party" and collectively the "Parties".
Separation Agreement and ReleaseSeparation Agreement • November 13th, 2006 • Accuray Inc
This Separation Agreement and Release ("Agreement") is made and entered into by and between Accuray, Inc. (which together with its affiliates and its respective shareholders, directors, officers, employees, representatives, predecessors, successors and assigns are collectively referred to as "Employer") and John W. Allison ("Employee").
ACCURAY INCORPORATED INTERNATIONAL DISTRIBUTOR AGREEMENTInternational Distributor Agreement • November 13th, 2006 • Accuray Inc
This International Distributor Agreement ("Agreement") is entered into by and between ACCURAY INCORPORATED, a California corporation with its executive offices located at 1310 Chesapeake Terrace, Sunnyvale, California 94089, USA ("Accuray"), and a corporation organized under the laws of , with its executive offices located at ("Distributor"), as of ("Effective Date").
ACCURAY CYBERKNIFE® INTERNATIONAL RUBY ELITE SERVICE AGREEMENTService Agreement • November 13th, 2006 • Accuray Inc
LICENSE AGREEMENTLicense Agreement • November 13th, 2006 • Accuray Inc • California
Effective as of July 9th, 1997 ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California ("STANFORD"), and, ACCURAY INCORPORATED, a California corporation having a principal place of business at 570 Del Rey Avenue, Sunnyvale, California 94086 ("LICENSEE"), hereby agree as follows:
Accuray™ CyberKnife® Diamond Elite Service AgreementService Agreement • November 13th, 2006 • Accuray Inc
ASSIGNMENT AND ASSUMPTION OF LICENSE AND CONSENT BY SUPPLIERAssignment and Assumption of License • November 13th, 2006 • Accuray Inc • Massachusetts
This Assignment and Assumption of License and Consent by Yuri Batygin and Anatoliy Zapreiev (collectively, the "Supplier") is made as of January 10, 2004 by and between American Science and Engineering, Inc., a Delaware corporation ("Assignor"), and Accuray Incorporated, a California corporation ("Assignee"), with reference to the following facts (this "Assignment"):
ACCURAY CYBERKNIFE® INTERNATIONAL GOLD ELITE SERVICE AGREEMENTGold Elite Service Agreement • November 13th, 2006 • Accuray Inc
TRAINING CENTER AGREEMENTTraining Center Agreement • November 13th, 2006 • Accuray Inc • California
This Training Center Agreement ("Agreement") is made and entered into as of , 200_ (the "Effective Date") by and between Accuray Inc., a California corporation having its principal place of business at 1310 Chesapeake Terrace, Sunnyvale, California 94089 ("Accuray"), and , a , with its principal place of business at ("Training Center" and, together with Accuray, the "Parties"). Accuray desires to have Training Center provide training to certain of Accuray's customers regarding Accuray's CyberKnife® System and Training Center is willing to perform such training on the terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties agree as follows:
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 13th, 2006 • Accuray Inc • California
This Independent Contractor Agreement ("Agreement") is made effective as of April 1, 2006 by and between the CyberKnife Society, a California non-profit organization (the "Society"), and John Adler, M.D. ("Contractor" and, together with the Society, the "Parties"). The Society desires to retain Contractor as an independent contractor to perform certain services for the Society and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties agree as follows:
ACCURAY INCORPORATED INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2006 • Accuray Inc • Delaware
This Indemnification Agreement ("Agreement") is effective as of , 2006, by and between Accuray Incorporated, a Delaware corporation (the "Company"), and ("Indemnitee").
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 13th, 2006 • Accuray Inc • California
This Independent Contractor Agreement ("Agreement") is made effective as of April 1, 2006 by and between Accuray Inc., a California corporation (the "Company"), and John Adler, M.D. ("Contractor" and, together with the Company, the "Parties"). The Company desires to retain Contractor as an independent contractor to perform certain services for the Company and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties agree as follows:
CONSULTING AGREEMENTConsulting Agreement • November 13th, 2006 • Accuray Inc • California
This Consulting Agreement ("Agreement") is made as of March 11, 2004 ("Effective Date"), by and between Accuray, a corporation having its principal place of business at 1310 Chesapeake Terrace, Sunnyvale, CA 94089 ("Company"), and Forte Automation Systems, Inc., a corporation, whose address is 8155 Burden Road, Rockford, IL 61115 ("Consultant").
