LICENSE AGREEMENT

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Exhibit 10.16

Execution Version

LICENSE AGREEMENT

        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 ."

Background

        Licensor and Licensee are also parties to an Asset Purchase Agreement dated December 12, 2004 (" Asset Purchase Agreement "). Under the Asset Purchase Agreement, Licensor is purchasing the Acquired Assets (as defined therein) from the Licensee, including the Intellectual Property (as defined therein, including without limitation, the Division Documentation pertaining to the Intellectual Property).

        To allow Licensee to use the Intellectual Property in various lines of business, Licensee desires to obtain a license from Licensor of the Intellectual Property. Licensor is willing to grant Licensee such a license on the terms and conditions stated in this License Agreement.

        Therefore, in consideration of the agreements contained in this License Agreement and in the Asset Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Definitions.     

1.1

" Affiliate " means with respect to any Person, any other Person that controls, is controlled by or is under common control with such Person.

1.2

" Homeland Security Market " means detection systems for use by domestic and foreign commercial, government and military customers for security related purposes including force protection for the Department of Defense, but in no event including any medical application.

1.3

" Non-Destructive Testing Market " means world-wide detection and inspection systems for use in government and commercial non-destructive evaluation of finished product or component quality, but in no event including any medical application.

1.4

" Person " means an individual, company, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization, or other entity, domestic or foreign, including a government or political subdivision or an agency or instrumentality thereof.

1.5

" X-Ray Target Technology " means the High Power X-ray Target Design technology identified in Schedule 3.9 of the Asset Purchase Agreement, and any technical information relating thereto.

1.6

All other capitalized terms not defined in this License Agreement have the meaning given them in the Asset Purchase Agreement.

2.     License Grants .    

2.1

Exclusive License . Subject to the terms and conditions of this License Agreement, Licensor grants Licensee an irrevocable, exclusive (even as to Licensor), worldwide, fully paid license of the Intellectual Property solely for use in connection with the design, development, marketing, manufacturing, sales and service of products intended for use in the Homeland Security Market and the Non-Destructive Testing Market.

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2.2

Non-exclusive License . Subject to the terms and conditions of this License Agreement, Licensor grants Licensee a non-exclusive, worldwide, fully paid license of the Intellectual Property for all uses other than (i) those referred to in Section 2.1 above and (ii) medical use or applications.

2.3

No further rights . Except as otherwise expressly stated in this License Agreement, Licensor retains all right, title and interest in and to the Intellectual Property.

2.4

Licenses to New Developments . Subject to the terms and conditions of this License Agreement, Licensee grants to Licensor (i) an exclusive, worldwide, fully paid license under any intellectual property rights that Licensee may obtain with respect to any modifications, improvements, enhancements or new developments (whether patentable or not) arising from the Intellectual Property ("Licensee Improvements") for medical uses or applications, and (ii) a non-exclusive, worldwide, fully paid license with respect to such Improvements for all uses other than those described in Section 2.1 above. Subject to the terms and conditions of this License Agreement, Licensor grants to Licensee (i) an exclusive, worldwide, fully paid license under any intellectual property rights that Licensor may obtain with respect to any modifications, improvements, enhancements or new developments (whether patentable or not) arising from the Intellectual Property ("Licensor Improvements") for use in connection with the design, development, marketing, manufacturing, sales and service of products intended for use in the Homeland Security Market and the Non-Destructive Testing Market, and (ii) a non-exclusive, worldwide, fully paid license with respect to such Improvements for all uses other than medical uses or applications. Notwithstanding the foregoing grant of licenses with respect to Licensor Improvements and Licensee Improvements, neither party shall have any obligation to advise the other party regarding the existence of such Improvements or to deliver any Improvement to the other party or any information or documentation with respect thereto.

3.     Patent Rights Subject to Reversion     

3.1

For a period of one year commencing on the Closing Date (the "Filing Period"), Licensor shall have the right, in its sole discretion, to file one or more patent applications for any of the inventions included in the X-Ray Target Technology. If Licensor chooses to file a patent application during the Filing Period, it shall notify the Licensee of the filing of the patent application within thirty (30) days of the day the patent application is filed. If upon the expiration of the Filing Period Licensor has not filed a patent application for any invention included in the X-Ray Target Technology, Licensor hereby grants to Licensee the right, which right may be exercised in Licensee's sole discretion, at Licensee's sole cost and expense, to file a patent application for such invention at any time thereafter, but such application shall be solely within Licensee's fields of exclusivity as set forth in Section 2.1, unless otherwise agreed in writing by Licensor.

3.2

If at any time during the Filing Period, or following expiration of the Filing Period, but before publication of any patent application that Licensee may thereafter elect to file, either Licensor or Licensee intends, through commercialization or otherwise, to disclose subject matter pertaining to the X-Ray Target Technology, notice shall be provided to the other party not less than thirty (30) days prior to any such disclosure.

3.3

Nothing set forth in this Section 3 is intended to reduce or restrict the licenses granted to Licensee pursuant to Section 2 and any patents obtained by Licensor with respect to the X-Ray Target Technology shall be deemed Licensor Improvements.

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3.4

In the event that Licensee is granted and exercises th