NONEXCLUSIVE END-USER SOFTWARE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND ACCURAY, INC. OFFICIAL USE ONLY

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Exhibit 10.18

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 category:
Exemption 4, Commercial/Proprietary Information
Department of Energy review required before public release
Name/Org: Sharon Trujillo, TT Division Date: August 29, 2005
Guidance (if applicable)

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

License Agreement No. 05-C01862

TABLE OF CONTENTS

THIS DOCUMENT IS FOR NEGOTIATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN AGREEMENT BETWEEN THE PARTIES
OUO

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License Agreement No. 05-C01862

NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT

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."

The University conducts research and development at Los Alamos National Laboratory for the U.S. Government under Contract No. W-7405-ENG-36, hereinafter referred to as the "Contract," with the U.S. Department of Energy, hereinafter referred to as the "DOE".

Rights in inventions, technical data and software made in the course of the University's research and development at Los Alamos National Laboratory are governed by the terms and conditions of the Contract.

Certain electron-linac particle-dynamics software entitled "PARMELA", Version 3, has been developed in the course of the University's research and development at Los Alamos National Laboratory.

The University desires that such software be developed and utilized to the fullest extent possible so as to enhance the accrual of economic and technological benefits to the U.S. domestic economy, and is therefore willing to grant an nonexclusive license to the Licensee in the Intellectual Property Rights that protect the software.

The Licensee desires to obtain from the University certain nonexclusive rights for the commercial use of the software.

Now, therefore, the Parties agree as follows:

1.     DEFINITIONS

• • 1.1

    "Licensed Software" means the computer software and related documentation identified in Appendix A.

    1.2

    "Intellectual Property Rights" means rights assertable by the University in the Licensed Software under U.S. or foreign laws including, but not limited to, copyright statutes, patent statutes, or other applicable laws.

    1.3

    "Authorized Site(s)" means any location owned or controlled by Licensee identified in Appendix C of this License Agreement but excluding all other locations where the Licensee may have research or administrative facilities or office.

2.     GRANT

• • 2.1

    Except as otherwise provided herein, the University hereby grants to the Licensee the personal, non-transferable, and nonexclusive right and license under the University's INTELLECTUAL PROPERTY RIGHTS for use at the Authorized Site(s) to perform the following:
    
    

    (a)

    To install the Licensed Software on an Authorized Site(s) as described in Appendix C, which is incorporated herein by reference;

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• • • • (b)

    To use, execute, reproduce, perform publicly and display publicly the Licensed Software, in executable form only, on the Authorized Site for the sole purpose of serving the internal needs of Licensee's business;

    • • (c)

    To make copies of the Licensed Software as necessary for the foregoing purpose, and one copy solely for non-productive back-up purposes in accordance with Licensee's standard procedures, provided that the Licensee accounts for such copies;

    2.2

    Any use, copying or distribution of the Licensed Software not authorized by this License Agreement shall automatically terminate Licensee's right and license hereunder. This grant shall be limited to use of the Licensed Software with Authorized Site(s) and by Authorized Users only. Use of the Licensed Software on processors accessible through communications networks through terminal and devices not on premises owned or controlled by the Licensee is prohibited unless otherwise agreed to in writing by the University.

    2.3

    The license and right granted in Article 2.1 shall be subject to the following limited license granted by the University to the U.S. Government:

    • • For a period of five years from the date permission to assert copyright is granted to the University, the University grants to the Government, and others acting on behalf of the Government, a paid-up, non-exclusive, irrevocable worldwide license in the Licensed Software to reproduce, prepare derivative works, and perform publicly and display publicly, by or on behalf of the Government. Upon the request of Licensee, and with DOE and University approval, this period is renewable for additional five-year periods. Following the expiration of this period or periods, the University grants to the Government, and others acting on behalf of the Government, a paid-up, non-exclusive, irrevocable worldwide license in the Licensed Software to reproduce, prepare derivative works, distribute copies to the public, perform publicly and display publicly, and to permit others to do so.

    2.4

    The University expressly reserves the right to use, reproduce, prepare derivative works, perform publicly and display publicly, the Licensed Software for commercial, educational or research purposes.

    2.5

    Licensee shall provide within ninety (90) days written notice of any errors or omissions to Licensed Software Licensee has identified.

    2.6

    Nothing contained in this License Agreement shall preclude Licensee from developing a noninfringing product.

    2.7

    Rights not expressly granted to the Licensee herein are expressly reserved to the University.

3.     LICENSE FEE

• • 3.1

    In consideration for the rights, privileges and license granted under this License Agreement, the Licensee must pay to the University the fees specified in Appendix B, incorporated herein by reference.

    3.2

    All payments due the University must be paid in U.S. currency to the University, at the address set forth in Article 15.

4.     INTELLECTUAL PROPERTY RIGHTS

• • 4.1

    The Licensed Software contains substantial know-how of the University, and Licensee shall employ reasonable security precautions to maintain the nondisclosure or confidentiality of such know-how. As to system information or other information furnished to Licensee by the University, Licensee shall at all times prevent disclosure or dissemination of the know-how

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• • • • embodied therein to any person, firm, organization, or employee, except as necessary to exercise the rights granted to Licensee hereunder, provided such person, firm, organization, or employee has agreed to comply with the terms of this License Agreement relating to the same.

    4.2

    Except as otherwise provided herein, the University claims and reserves all rights and benefits afforded under federal and international copyright law in all programming and documentation comprising Licensed Software as copyrighted works.

    4.3

    Other than the rights granted under the terms of this Agreement, Licensee obtains no right, title, or interest in or to any University copyright, trademark, patent, or other intellectual property right relating to the Licensed Software, and will not remove, alter, cover or obscure any copyright, patent, trademark or other intellectual property notice on the Licensed Software or any portion thereof.

    4.4

    If Licensee management or designated person(s) specified in Article 15 become aware of the following, they will (a) notify the University immediately of the unauthorized possession, use or knowledge of any Licensed Software, materials, other items or confidential information or know-how supplied or made available to the Licensee under this License Agreement, by a person or organization not authorized by this License Agreement to have such possession, use or knowledge and (b) assist in correcting any such unauthorized possession, use or knowledge and (c) cooperate with the University in any litigation against third parties deemed necessary by the University to protect it intellectual property.

    4.5

    To assist the University in the protection of its intellectual property, the Licensee will provide to the University, upon written request of the University, the Licensee's confidentiality policies and procedures relating to the safeguarding of the University's Licensed Software and intellectual property material.

     

5.     TERM OF THE LICENSE AGREEMENT

• • 5.1

    This License Agreement will be effective upon execution by the Parties and the University's receipt of the License Issue Fee specified in Appendix B.

    5.2

    This License Agreement is in full force and effect from the effective date and remains in effect until the expiration of the University's Intellectual Property Rights, unless sooner terminated by operation of law or by acts of either of the Parties in accordance with the terms of this License Agreement.

6.     TERMINATION BY THE UNIVERSITY

• • 6.1

    If the Licensee fails to pay any fee when due, or if the Licensee breaches any other material term