ASSIGNMENT AND ASSUMPTION OF LICENSE AND CONSENT BY SUPPLIER

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Exhibit 10.17

ASSIGNMENT AND ASSUMPTION OF LICENSE
AND CONSENT BY SUPPLIER

        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 "):

        WHERAS, the Supplier and the Assignor are the current parties to that certain Beampath and Interface Program License Agreement (the " License ") dated November 1, 2004 for the use of certain software as described more fully in the License;

        WHEREAS, the Assignor desired to transfer and assign to the Assignee all of the rights of the Assignor under the License and the Assignee desires to accept such transfer and assignment and assume all obligations of the Assignor thereunder; and

        WHERAS, the Assignor and Assignee acknowledge and agree that the foregoing assignment and assumption of the License requires the prior written consent of the Supplier as provided in the License.

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.      Assignment and Assumption . Effective as of the Closing Date, as defined in the Asset Purchase Agreement by and between the Assignor and Assignee, dated as of December 12, 2004 (the " Effective Date ") , the Assignor transfers and assigns to the Assignee all the rights of the Assignor under the License. The Assignee accepts such transfer and assignment and assumes all obligations of the Assignor under the License.

        2.      Counterparts . This Assignment may be executed in one or more counterparts (including a facsimile of the same), each of which shall be deemed an original, but all of which shall constitute one agreement. Facsimile signatures shall constitute a valid and binding method of execution of this instrument by a party.

        3.      Authority . Each party represents and warrants to the other that it is duly authorized to enter into this Assignment and perform its obligations without the consent or approval of any other party and that the person signing on its behalf is duly authorized to sign on behalf of such party.

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         IN WITNESS WHEREOF , this Assignment has been executed as of the date first above written.

CONSENT BY SUPPLIER AND WAIVER OF NOTICE

        The undersigned is the Supplier under that License described in this Assignment. At the request of the Assignor and the Assignee, the undersigned, as Supplier under the License, consents to the assignment and assumption set forth in the Assignment, such consent granted pursuant to the above mentioned License and serving in part as an amendment to the License, and waives any notice provisions contained in the License that are applicable to such consent; provided, however, that

        (a)   Such consent will not release the Assignor from any obligations accruing or arising prior to the Effective Date of this Assignment;

        (b)   As a result of this Assignment, the Assignee will be responsible for payment of all sums and the performance of all obligations formerly belonging to the Assignor under the License;

        (c)   The consent to the foregoing assignment shall not be deemed consent to any subsequent assignment, sublease, license or other transfer of the License;

        This consent to this Assignment has been executed as of date set forth below the Supplier's signatures below.

Dated: January 10, 2005

2

Yuri Batygin and Anatoliy Zapreiev, jointly called

("Supplier")

BEAMPATH AND INTERFACE PROGRAM LICENSE AGREEMENT

with AMERICAN SCIENCE AND ENGINEERING, INC.

        READ THE FOLLOWING CAREFULLY BEFORE OPENING THIS PACKAGE. OPENING THE PACKAGE OR USING THE ENCLOSED COPY OF THE PROGRAM INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND CREATES A LEGAL AGREEMENT BETWEEN YOU AND SUPPLIER, EVEN WITHOUT YOUR SIGNATURE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, YOU MAY PROMPTLY RETURN THE UNOPENED PACKAGE AND ACCOMPANYING MATERIALS WITH PROOF OF PAYMENT TO THE PARTY FROM WHOM THEY WERE ACQUIRED AND YOUR MONEY WILL BE REFUNDED.

        Supplier retains the ownership of this copy of the software, which is licensed to you for use, under the following conditions.

        1.      License . Supplier hereby grants to you, and you hereby accept, a non-exclusive License to:

        (a)   use the enclosed magnetic media of a program BEAMPATH and its user interface ("Media"), any copies you make of them, the computer software programs recorded on them (the "Programs"), and