TomoTherapy Inc Sample Contracts

TOMOTHERAPY INCORPORATED (a Wisconsin corporation) Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • September 21st, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT (CEO)
Employment Agreement • March 11th, 2010 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is executed as of this 9th day of March, 2010, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and Frederick A. Robertson, M.D., an individual (“Employee”).

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EMPLOYMENT AGREEMENT (Non CEO)
Employment Agreement • March 19th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS AGREEMENT is executed as of this 1st day of April, 2007, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and Steven G. Books, an individual (“Employee”).

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Amended and Restated Equity Interest Transfer Agreement Regarding Chengdu Twin- Peak Accelerator Technology Inc. Among Sichuan Nanguang Vacuum Technology Incorporated Ltd. And Yao Chongguo And TomoTherapy Incorporated Date: November 18, 2009
Equity Interest Transfer Agreement • November 23rd, 2009 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus

This Amended and Restated Equity Interest Transfer Agreement (the “Agreement”) is entered into as of November 18, 2009 and, upon approval of the Approving Authority, shall replace in its entirety that certain Equity Interest Transfer Agreement (the “Old Transfer Agreement”) dated September 11, 2008 (the “Execution Date”) by and among the following parties at Chengdu, the People’s Republic of China (“PRC” or “China”):

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DEVELOPMENT AND OEM SUPPLY AGREEMENT TOMOTHERAPY
Development and Oem Supply Agreement • April 19th, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • New York

AGREEMENT entered into as of this 27th day of January 2003, by and between Analogic Corporation (“ANALOGIC”), a Massachusetts corporation, having its principal place of business at 8 Centennial Drive, Peabody, Massachusetts and TomoTherapy Incorporated (“TOMOTHERAPY”), a Wisconsin corporation, having its principal place of business at 1240 Deming Way Madison, Wisconsin (ANALOGIC and TOMOTHERAPY hereinafter may be referred to individually as a “Party” and collectively as “Parties”).

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LICENSE AGREEMENT
License Agreement • April 19th, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus

This Agreement is made effective the 22nd day of February 1999, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and TomoTherapy Incorporated (hereinafter called “TomoTherapy”), a corporation organized and existing under the laws of Wisconsin;

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AGREEMENT AND PLAN OF MERGER among ACCURAY INCORPORATED JAGUAR ACQUISITION, INC. and TOMOTHERAPY INCORPORATED Dated as of March 6, 2011
Agreement and Plan of Merger • March 7th, 2011 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 6, 2011, among Accuray Incorporated, a Delaware corporation (“Parent”), Jaguar Acquisition, Inc., a Wisconsin corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and TomoTherapy Incorporated, a Wisconsin corporation (the “Company”).

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MANUFACTURE AND SUPPLY AGREEMENT
Manufacture and Supply Agreement • April 19th, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • California

This Agreement made as of this 14” day of November 2003 by and between Siemens Medical Solutions, USA, Inc., acting through and on behalf of its Oncology Care Systems Group having a business address at 4040 Nelson Avenue, Concord, CA 94520 (“Seller”) and Tomo Therapy, Incorporated, having a business address at 1240 Deming Way, Madison, WI 53717 (“Buyer”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 25th day of April, 2008, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), TomoTherapy Incorporated, a Wisconsin corporation (“TomoTherapy”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • March 22nd, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS CONFIDENTIALITY AND NONCOMPETITION AGREEMENT (this “Agreement”) is executed and made effective as of the day of , 200 by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and the undersigned employee (“Employee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 16th, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

This Indemnification Agreement made and entered into this day of , 2007 (the “Agreement”), by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and , Indemnitee (“Indemnitee”):

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OFFICE LEASE BETWEEN OLD SAUK TRAILS PARK LIMITED PARTNERSHIP LANDLORD AND TOMOTHERAPY INCORPORATED TENANT Madison, Wisconsin
Office Lease • February 12th, 2007 • TomoTherapy Inc • Wisconsin
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Non CEO)
Employment Agreement • March 7th, 2011 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

This Second Amendment to Employment Agreement is executed as of March 6, 2011, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and Brenda S. Furlow, an individual (“Employee”), and amends that certain Employment Agreement between the Employee and Company entered into effective November 5, 2008, which was amended by the First Amendment effective July 1, 2009 (the “Agreement”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (CEO)
Employment Agreement • August 6th, 2009 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Employment Agreement is executed as of the 1st day of July, 2009, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and Frederick A. Robertson, M.D., an individual (“Employee”), and amends that certain Employment Agreement between the Employee and Company entered into effective November 5, 2008.

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Non CEO)
Employment Agreement • March 11th, 2010 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Employment Agreement is executed as of the 1st day of July, 2009, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and , an individual (“Employee”), and amends that certain Employment Agreement between the Employee and Company entered into effective November 5, 2008.

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EQUITY AGREEMENT
Equity Agreement • February 12th, 2007 • TomoTherapy Inc • Wisconsin

This Agreement is made effective the 22nd day of February, 1999, by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and TomoTherapy Incorporated (hereinafter called “TomoTherapy”), a corporation organized and existing under the laws of Wisconsin;

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SHAREHOLDER AGREEMENT
Shareholder Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of April, 2008, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), TomoTherapy Incorporated, a Wisconsin corporation (“TomoTherapy”), each holder of the Company’s Series A Common Stock, $0.001 par value per share (“Series A Common Stock”), listed on Schedule A (each a “Series A Holder” and collectively, the “Series A Holders”) and each holder of Series B Common Stock, $0.001 par value per share (“Series B Common Stock” and, together with the Series A Common Stock and all other common stock as described in the Articles (as defined below), the “Common Stock”), listed on Schedule B (each an “Series B Holder” and collectively, the “Series B Holders”) (TomoTherapy, the Series A Holders and the Series B Holders, together with any subsequent investors or transferees who become parties hereto pursuant to Sections 9.1 or 9.2 below, are referred to herein each

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LOAN AGREEMENT DATED AS OF FEBRUARY 11, 1999 BY AND AMONG VENTURE INVESTORS EARLY STAGE FUND II LIMITED PARTNERSHIP AND TOMOTHERAPY INCORPORATED
Loan Agreement • February 12th, 2007 • TomoTherapy Inc • Wisconsin

This LOAN AGREEMENT, dated as of February 11, 1999 (this “Agreement”), is by and among Venture Investors Early Stage Fund II Limited Partnership, a Wisconsin limited partnership (the “Lender”), and TomoTherapy Incorporated, a Wisconsin corporation (the “Company”).

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LIMITED EXCLUSIVE PATENT LICENSE AGREEMENT For DIELECTRIC WALL ACCELERATOR TECHNOLOGY For Particle and Radiotherapy Between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA and TOMOTHERAPY INCORPORATED LLNL Case No. TL02168-0.0 Lawrence Livermore National...
Limited Exclusive Patent License Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • California

This license agreement (“Agreement”) is effective on the Effective Date by and between The Regents of the University of California (“THE REGENTS”), under its United States Department of Energy (“DOE”) Contract No. W-7405-ENG-48 to manage and operate Lawrence Livermore National Laboratory (“LLNL”), and TomoTherapy Incorporated (“LICENSEE”) a Wisconsin corporation having its principal place of business at 1240 Deming Way, Madison, Wisconsin 53717. THE REGENTS is a corporation organized and existing under the laws of the State of California, with its principal office at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200. THE REGENTS and LICENSEE are referred to jointly as “Parties.” This Agreement and the resulting license are subject to overriding obligations to the Federal Government pursuant to the provisions of THE REGENTS’ Contract No. W-7405-ENG-48 with the DOE for the operation of the LLNL and DOE’s grant of patent rights to THE REGENTS.

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LIMITED EXCLUSIVE SUBLICENSE AGREEMENT For DIELECTRIC WALL ACCELERATOR TECHNOLOGY Between TOMOTHERAPY INCORPORATED And COMPACT PARTICLE ACCELERATION CORPORATION
Limited Exclusive Sublicense Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • California

This sublicense agreement (“Agreement”) is effective on April 25, 2008 (the “Effective Date”) by and between TomoTherapy, Incorporated (“TomoTherapy”) under its exclusive license with Lawrence Livermore National Security, LLC as amended (“LLNS”), and Compact Particle Acceleration Corporation (“LICENSEE”). TomoTherapy and LICENSEE are referred to jointly as “Parties.” This Agreement and the resulting license are subject to overriding obligations to the Federal Government pursuant to the provisions of TomoTherapy’s exclusive license agreement with LLNS and LLNS’s Contract No. DE-AC52-07NA27344 with the DOE for the operation of the Lawrence Livermore National Laboratory (“LLNL”).

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Amendment to Terms and Conditions of Purchase Purchase Order No. 8754 Buyer: TomoTherapy Incorporated Seller: ReMedPar, Inc. Effective Date: February 7, 2007
TomoTherapy Inc • April 19th, 2007 • Electromedical & electrotherapeutic apparatus

This Amendment to Terms and Conditions of Purchase (this “Amendment”) supplements and amends the Terms and Conditions of Purchase (the “Terms and Conditions”) contained in Purchase Order No. 8754 (the “Purchase Order”) dated as of December 28, 2006 by and between TomoTherapy Incorporated, a Wisconsin corporation (“Buyer”), and ReMedPar, Inc., a Delaware corporation (“Seller”).

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CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • April 16th, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is executed and made effective as of the ___ day of ___, 2006 by and between by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and the undersigned employee (“Employee”).

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CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • March 22nd, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is executed and made effective as of the day of , 200 by and between by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and the undersigned employee (“Employee”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Non CEO)
Employment Agreement • August 6th, 2009 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus

This First Amendment to Employment Agreement is executed as of the 1st day of July, 2009, by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and , an individual (“Employee”), and amends that certain Employment Agreement between the Employee and Company entered into effective November 5, 2008.

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NOTE AND WARRANT PURCHASE AGREEMENT DATED AS OF MAY 1, 2003 BY AND AMONG TOMOTHERAPY INCORPORATED, THOMAS ROCKWELL MACKIE, PAUL J. RECKWERDT, AND THE INVESTORS NAMED HEREIN
Note and Warrant Purchase Agreement • February 12th, 2007 • TomoTherapy Inc • Wisconsin

This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of May 1, 2003, is by and among the Investors listed in Appendix I (the “Investors”), TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), Dr. Thomas Rockwell Mackie (“Mackie”) and Paul J. Reckwerdt (“Reckwerdt”; and together with Mackie, the “Principals”).

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SERIES D PREFERRED STOCK PURCHASE WARRANT To Subscribe for and Purchase Shares of Series D Convertible Preferred Stock of TOMOTHERAPY INCORPORATED
TomoTherapy Inc • February 12th, 2007 • Wisconsin

This certifies that, for value received, , (“Investor”), or its assigns (Investor and/or its assigns are collectively referred to herein as the “Holder”), is entitled to subscribe for and purchase from TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), shares (the “Shares”) of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) at an exercise price of $10.00 per Share (the “Exercise Price”) (which is subject to the adjustments described in Section 3) at any time or times after the date hereof and until expiration of this Warrant as provided in Section 13 hereof.

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 25th, 2009 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

This Separation and Release Agreement (“Agreement”) is entered into between TomoTherapy Incorporated (“TomoTherapy” or “the Company”) and Steven G. Books (“Employee”) (Collectively “The Parties”).

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Indemnification Agreement
Indemnification Agreement • March 22nd, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

This Indemnification Agreement made and entered into this ___day of _________, 2007 (the “Agreement”), by and between TOMOTHERAPY INCORPORATED, a Wisconsin corporation (the “Company”), and ____________, Indemnitee (“Indemnitee”):

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DEVELOPMENT AND OEM SUPPLY AGREEMENT TOMOTHERAPY
Development and Oem Supply Agreement Tomotherapy • February 12th, 2007 • TomoTherapy Inc • New York

AGREEMENT entered into as of this 27th day of January 2003, by and between Analogic Corporation (“ANALOGIC”), a Massachusetts corporation, having its principal place of business at 8 Centennial Drive, Peabody, Massachusetts and TomoTherapy Incorporated (“TOMOTHERAPY”), a Wisconsin corporation, having its principal place of business at 1240 Deming Way Madison, Wisconsin (ANALOGIC and TOMOTHERAPY hereinafter may be referred to individually as a “Party” and collectively as “Parties”).

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SUPPLY AGREEMENT
Supply Agreement • June 30th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • New York
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AMENDMENT TO SUPPLY AGREEMENT
Supply Agreement • September 10th, 2010 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus

THIS AMENDMENT to the SUPPLY AGREEMENT dated June 25, 2008 (this “Amendment”) is made effective as of the date of the last signature on the Agreement (“Effective Date”), by and between TomoTherapy Incorporated, a Wisconsin corporation with its principal address at 1240 Deming Way, Madison, WI 53717, USA (“TomoTherapy”), and Hitachi Medical Corporation, a Japanese corporation with its principal address at 4-14-1 Soto-Kanda, Chiyoda-ku, Tokyo 101-0021, Japan (“Hitachi”).

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SUPPORT AGREEMENT
Support Agreement • March 7th, 2011 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Delaware

This SUPPORT AGREEMENT, dated as of March 6, 2011 (this “Agreement”), is made among Accuray Incorporated, a Delaware corporation (“Parent”), and the shareholders of TomoTherapy Incorporated, a Wisconsin corporation (the “Company”). listed on the signature pages hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).

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ASSIGNMENT OF INVENTIONS AGREEMENT
Assignment of Inventions Agreement • March 22nd, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS ASSIGNMENT OF INVENTIONS AGREEMENT (this “Agreement”) is executed and made effective as of the day of , 200 by and between TomoTherapy Incorporated, a Wisconsin corporation (the “Company”), and the undersigned employee (“Employee”).

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INVESTORS’ RIGHTS AGREEMENT FOR COMPACT PARTICLE ACCELERATION CORPORATION
Investors’ Rights Agreement • April 28th, 2008 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • Wisconsin

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 25th day of April, 2008, by and among Compact Particle Acceleration Corporation, a Wisconsin corporation (the “Company”), each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an “Investor”), and any Additional Purchaser (as defined in the Purchase Agreement) that acquires Series B Common Stock and becomes a party to this Agreement in accordance with Section 4.9 hereof.

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TOMOTHERAPY INCORPORATED (a Wisconsin corporation) • Shares of Common Stock PURCHASE AGREEMENT
Tomotherapy Incorporated • April 25th, 2007 • TomoTherapy Inc • Electromedical & electrotherapeutic apparatus • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Underwriters 4 World Financial Center New York, New York 10080

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