LICENSE AGREEMENT

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Exhibit 10.19

LICENSE AGREEMENT

Effective as of July 9th, 1997 ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California ("STANFORD"), and, ACCURAY INCORPORATED, a California corporation having a principal place of business at 570 Del Rey Avenue, Sunnyvale, California 94086 ("LICENSEE"), hereby agree as follows:

1.     BACKGROUND

1.1

STANFORD has an assignment of certain proprietary imaging software ("Invention[s]"), as described in Stanford Docket S93-188 and S95-124 and any Licensed Patent(s), as hereinafter defined, which may issue to such Invention(s).

1.2

STANFORD has certain technical data, software and information as herein defined ("Technology") pertaining to such Invention(s).

1.3

STANFORD desires to have the Technology and Invention(s) perfected and marketed at the earliest possible time in order that products resulting therefrom may be available for public use and benefit.

1.4

LICENSEE desires a license under said Technology, Invention(s) and Licensed Patent(s) to develop, manufacture, use and sell Licensed Product(s) in the field of use of treatment planning for radiosurgery and high-speed inter-modality image registration via iterative feature matching.

2.     DEFINITIONS

2.1

"Licensed Patent(s)" means any Letters Patent issued upon STANFORD's patent applications serial numbered 188,436 and 21,588 filed one January 28th, 1994 and July 11th, 1996, respectively including both US and foreign patent applications and/or any divisions, continuations or reissuances thereof.

2.2

"Technology" means existing technical data, software and information, including, but not limited to, source code, binary files or the information contained in the Patent Application pertaining to the Invention(s) and provided to the LICENSEE whether or not it is of a confidential nature.

2.3

"Licensed Product(s)" means any product or part thereof in the Licensed Field of Use, the manufacture, use, or sale of which:

(a)

Is covered by a valid claim of an issued, unexpired Licensed Patent(s) directed to the Invention(s). A claim of an issued, unexpired Licensed Patent(s) shall be presumed to be valid unless and until it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken;

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.

(b)

Is covered by any claim being prosecuted in a pending application directed to the Invention(s); or

(c)

Incorporates any of the Technology.

2.4

"Licensed Field of Use" means all purposes related or pertaining to treatment planning for radio surgery and high-speed inter-modality image registration via iterative feature matching.

2.5

"Licensed Territory" means all geographic and political areas of the universe without limitation.

3.     GRANT

3.1

STANFORD hereby grants and LICENSEE hereby accepts a license in the Licensed Field of Use to make, use and sell Licensed Product(s) in the Licensed Territory.

3.2

Said license is nonexclusive and survives until expiration of the last to expire of Licensed Patent(s).

3.3

STANFORD shall have the right to practice the Invention(s) and use the Technology for itself or in collaboration with third party academic or not-for-profit research institutions. STANFORD shall have the right to publish any information included in Technology and Licensed Patent(s).

4.     DILIGENCE

4.1

As an inducement to STANFORD to enter into this Agreement, LICENSEE agrees to use all reasonable efforts and diligence to proceed with the development, manufacture and sale or lease of Licensed Product(s) and to diligently develop markets for the Licensed Product(s). Unless LICENSEE has sold a Licensed Product(s) within twelve (12) months of the license effective date, LICENSEE agrees that STANFORD may terminate this Agreement. STANFORD may also terminate this Agreement in the event that LICENSEE has not sold any Licensed Product for a continuous period of one (1) year.

5.     ROYALTIES

5.1

LICENSEE agrees to pay to STANFORD a non-creditable, non-refundable license issue royalty of [*] dollars ($[*]) payable in two (2) installments as follows:

(a)

[*] dollars ($[*]) upon the execution hereof the receipt of which is hereby acknowledged; and

(b)

[*] dollars ($[*]) upon the completion of the sale of three (3) Licensed Products.

[*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2

5.2

Beginning on July 1st, 1998, and each year thereafter, LICENSEE shall pay to STANFORD a yearly minimum royalty of [*] dollars ($[*]). Said yearly royalty payments are non-refundable and creditable against earned royalties to the extent provided in Paragraph 5.4 hereof.

5.3

In addition, LICENSEE shall pay STANFORD earned royalties as follows:

(a)

[*] dollars ($[*]) for each Licensed Product sold which utilizes any patent, software or technology arising from Stanford docket S93-188; and

(b)

[*] dollars ($[*]) for each Licensed Product sold which utilizes any patent, software or technology arising from Stanford docket S95-124; or, alternatively,

(c)

[*] dollars ($[*]) for each Licensed Product sold which utilizes any patent, software or technology, or any combination thereof, arising from both Stanford dockets S93-188 and S95-124.

5.4

Creditable payments under this Agreement shall be an offset to LICENSEE against each earned royalty payment which LICENSEE would be required to pay pursuant to Paragraph 5.3 hereof until the entire credit is exhausted.

5.5

If this Agreement is not terminated in accordance with other provisions hereof, LICENSEE's obligation to pay royalties hereunder shall continue for so long as LICENSEE, by its activities would, but for the license granted herein, infringe a valid claim of an unexpired Licensed Patent(s) of STANFORD covering said activity.

5.6

The royalty on sales in currencies other than U.S. Dollars shall be calculated using the appropriate foreign exchange rate for such currency quoted by the Bank of America (San Francisco) foreign exchange desk, on the close of business on the last banking day of each calendar quarter. Royalty payments due unto STANFORD shall be paid in U.S. Dollars. All non-U.S. taxes related to royalty payments shall be paid by LICENSEE and are not deductible from the payments due STANFORD.

6.     ROYALTY REPORTS, PAYMENTS AND ACCOUNTING

6.1

Beginning with the first sale of a Licensed Product(s), LICENSEE shall make written reports (even if there are no sales) and earned royalty payments to STANFORD within thirty (30) calendar days after the end of each calendar quarter. This report shall state the number, description and aggregate unit sales of Licensed Product(s) during such completed calendar quarter and resulting calculation pursuant to Paragraph 5.3 hereof of all earned royalty payments due unto STANFORD for such completed calendar quarter. Concurrent with the making of each such report, LICENSEE shall include therewith payment in full of all such royalties due unto STANFORD for the calendar quarter covered by such report.