0001104659-07-066624 Sample Contracts

RE: EMPLOYMENT TERMS AND OFFER OF EMPLOYMENT
Accuray Inc • September 4th, 2007 • Surgical & medical instruments & apparatus
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INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • September 4th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus • California

This Independent Contractor Agreement (“Agreement”) is made effective as of April 1, 2007 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:

THIRD AMENDMENT TO INDUSTRIAL COMPLEX LEASE
Industrial Complex Lease • September 4th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus

THIS THIRD AMENDMENT TO INDUSTRIAL COMPLEX LEASE (this “Amendment”) is made and entered into as of January 16, 2007, by and between BRCP CARIBBEAN PORTFOLIO, LLC, a Delaware limited liability company (“Landlord”), and ACCURAY INCORPORATED, a California corporation (“Tenant”).

License and Development Agreement
And Supply Agreement • September 4th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus • California

This Manufacturing and Supply Agreement (the “Manufacturing and Supply Agreement”) is entered into as of April 16, 2007 (the “Effective Date”) by and between Accuray Incorporated, a Delaware corporation, with its principal place of business at 1310 Chesapeake Terrace, Sunnyvale, CA 94089 (“Accuray”) and CyberHeart, Inc., a Delaware corporation, with its principal place of business at 707 Menlo Ave, Menlo Park, CA 94025 (“CyberHeart”). In this Manufacturing and Supply Agreement, Accuray and CyberHeart may be referred to each individually as a “Party” or collectively as “Parties.”

Distribution and Remarketing Agreement Between Siemens Medical Solutions, Oncology Care Systems Group And Accuray Incorporated Effective Date: April 3, 2007
Distribution and Remarketing Agreement • September 4th, 2007 • Accuray Inc • Surgical & medical instruments & apparatus • Pennsylvania

This Distribution and Remarketing Agreement (hereafter, the “Agreement”) is effective as of April 3, 2007 (“Effective Date”) by and between Siemens Medical Solutions Inc USA, a Delaware corporation acting through its Oncology Care Systems Group, which maintains a place of business at 4040 Nelson Drive, Concord, California, 94520 (hereafter, “OCS”), and Accuray Incorporated, a Delaware corporation with a business address at 1310 Chesapeake Terrace, Sunnyvale, CA 94089 (hereafter, “Accuray”).

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