MANUFACTURING AND SUPPLY AGREEMENT

Exhibit 10.12

SIEMENS

MANUFACTURE AND SUPPLY AGREEMENT

           This Agreement made as of this 14” day of November 2003 by and between Siemens Medical Solutions, USA, Inc., acting through and on behalf of its Oncology Care Systems Group having a business address at 4040 Nelson Avenue, Concord, CA 94520 (“Seller”) and Tomo Therapy, Incorporated, having a business address at 1240 Deming Way, Madison, WI 53717 (“Buyer”).

W I T N E S S E T H :

           WHEREAS, Seller has experience and expertise in the manufacturing, and/or support of RF Systems Assemblies; and

           WHEREAS, Buyer wishes to have Seller use its expertise to continue manufacturing and/or supporting the products (herein collectively referred to as “Products”) listed in Exhibit A for the period specified in this Agreement; and

           NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledge, the Seller and Buyer do hereby agree to covenant and promise the following:

Commencing on the effective date of this Agreement Buyer shall provide Seller with a twelve (12) month rolling forecast, which shall be updated on a monthly basis. The initial forecast will be accompanied by a firm purchase order for the first six (6) months and a projection of orders for the next six (6) months, subject to the lead time stated in Exhibit B. In accordance with this Agreement, Buyer shall issue a purchase order to Seller by no later than November 30, 2003. Seller will provide the personnel, technical services and facilities necessary in order to manufacture the Products for Buyer.

Neither party shall be deemed to be in default of this Agreement if prevented from performing any obligation hereunder for any reason beyond its reasonable control including, without limitation, governmental laws and regulations, terrorists acts, Acts of God or the public, calamities, floods, and storms.

Every three (3) months, thereafter, firm purchase orders shall be issued on the first of each rolling month for Products to be delivered in the third full calendar month, following the month in which Seller receives the purchase order. Buyer may delay delivery by as much as 30 days, provided such delay notice is delivered to Seller not less than 90 days prior to the originally scheduled delivery date.

As a condition of this Agreement, Buyer agrees to a firm minimum buy procurement of [  *  ] sets of Accelerator Assembly, part number [  *  ] for each of the two years commencing with the effective date of this Agreement. Said purchase orders shall be binding to the parties and any successors or assigns. Notwithstanding the above, the Buyer will provide the purchasing forecast for Seller’s planning purpose only.

Siemens Medical Solutions USA, Inc.

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.

SIEMENS

Seller shall formally acknowledge Buyer’s purchase orders and provide a confirmation of delivery dates (lead time is 90 days). Seller shall maintain as necessary, an appropriate level of IS0 certification and compliance to IS0 9001. Seller further warrants that all Products sold to Buyer under this Agreement comply with the requirements of the U.S. Food and Drug Administration (“FDA”) and the FDA’s Good Manufacturing Practices (“GMP”) with respect to the manufacture, package, assembly and testing for the Products

Seller shall formally notify Buyer of any Product changes that affects form fit or function (class one).

Packaging of the Products shall be in a manner adequate to ensure undamaged arrival at Buyer’s business address, when transported by airplane, ship, truck or railroad. All deliveries shall be accompanied by a shipping list.

The term of this Agreement is two (2) years from date of signature. Seller may elect to automatically extend this Agreement for additional one (1) year increments upon written Amendment to this Agreement signed by both parties.

The pricing for Products shall be in accordance with Exhibit A and shall be valid for a period of one (1) year following the effective date of this Agreement. At the end of each year, Seller will review prices for an increase not to exceed [  *  ] of then current price.

Excepting Seller’s inability to deliver, if at the end of the first 12 months of this Agreement, the Buyer is unable to meet the minimum purchase quantity of [  *  ] sets of Accelerator Assembly stated in Exhibit B, then Seller will review prices for an increase not to exceed an additional 10%.

The Payment terms are net 30 days after the receipt of invoice from Seller. All Products shipped are FOB Concord, CA.

All Products provided under this Agreement shall be in accordance with the Seller’s specifications. Except for [  *  ], which is warranted for one (1) year from the date of delivery, Seller warrants all other Products to be free from defects in materials and workmanship for a period of six (6) months from the date of delivery.

Seller shall only perform an inspection and test of returned Accelerator Assembly Product part number [  *  ] to confirm that there is a defect during warranty period. Seller at its option will repair or replace defective Product within 30 business days after receipt at Seller’s facility.

Siemens Medical Solutions USA, Inc.

SIEMENS

Buyer’s remedy is contingent on (1) prompt written notification of the defect; (2) the cause of the defect not being the result of misuse, accident, neglect, alteration, improper testing, storage, installation or negligence on the part of the Buyer; and (3) return of the Products to Buyer’s manufacturing location with shipment and in-transit loss or damage at the risk and expense of the Buyer. Such repair, replacement or credit shall constitute fulfillment of all liability of Buyer to Seller whether based in contract, tort, and indemnity or otherwise.

In the event, Seller is unable to confirm a failure for an Accelerator Assembly Product, which has been returned to Seller under warranty, Seller shall invoice Buyer at the current manufacturing rate of [  *  ], at an amount not to exceed the current labor value of the Product.

EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCES AND/OR IN SPECIFICATIONS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED OR CONSTRUED TO BE CONTAINED IN THIS AGREEMENT, EXCEPT FOR NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN BODILY INJURY, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S LIABILITY TO THE OTHER SHALL NOT EXCEED THE SUMS PAID BY BUYER TO SELLER UNDER THIS AGREEMENT. BUYER ACKNOWLEDGES THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

If either party materially breaches its obligations in this Agreement, the other party may terminate this Agreement by giving not less than 30 days notice to the other party. Termination will not occur if the defaulting party, within such thirty (30) day period, remedies such breach to the reasonable satisfaction of the non-defaulting party.

This Agreement may be terminated immediately by the other party without the requirement of prior notice, if the other party suspends operations, files or suffers to be filed against it a petition in bankruptcy, or the like, executes an assignment for the benefit of creditors, or is adjudicated as bankrupt.

Each party agrees that it will not knowingly (i) export or re-export, directly or indirectly, any technical data (as defined by the U.S. Export Administration Regulations), including software received from the other under this Agreement, (ii) disclose such technical data for

Siemens Medical Solutions USA, Inc.

SIEMENS

use in, or (iii) export or re-export, directly or indirectly, any direct product of such technical data, including software, to any destination to which such export or re-export is restricted or prohibited by U.S. or non-U.S. law without obtaining prior authorization from U.S. Department of State and other competent government authorities to the extent required by those laws. This clause shall survive termination or cancellation of this Agreement.

Notwithstanding any other provisions hereof, each party agrees to indemnify the other, its officers, agents, servants and employees against claims, damages demands, suits actions judgments, liabilities, defaults, or costs and expenses, including attorney’s fees, arising from claims made against or liability imposed upon the other, by a court of competent jurisdiction as the results of claims alleging personal injury, disability, death or property damage or any form or type or wrongdoing or loss arising from either party’s failure to perform its respective obligations hereunder. In Buyer’s case, such indemnity obligations shall also apply to claims arising out of or in connection with Buyer’s assembly and resale of the Products, including without limitation, Buyer’s burden of customer training, service and support, its representations made in the course of reselling or distributing the Products, and its distribution of related materials and literature

For Buyer, indemnification for the bodily injury, disability, death or property damage shall be limited to the sum of [  *  ] in any twelve (12) month period, commencing on October lst of any year. For Seller, indemnification shall be limited to the cumulative total value of the Products purchase under the life of this Agreement. Notwithstanding the aforementioned, under no circumstances, excepting gross negligence or willful misconduct, will Seller’s liability exceed the cumulative total value of the Products purchased under the life of this Agreement.

In the event that a claim is made against a Party seeking indemnification for bodily injury disability or death, that Party shall promptly notify the other party of the claim, allow the other Party to defend it in the name of such Party and to fully cooperate with its insurers, if relevant, and its counsel in the defense against the claim.

The Seller agrees, at its cost and expense, to defend any claim, suit or legal proceeding asserted or brought against the Buyer or the Buyer’s customers, that any Product, or the use thereof, infringes any United States patent, copyright or other intellectual property rights of a third party, provided the Seller is notified promptly in writing of such claim, suit or legal proceeding, and given full and complete authority to defend the same, and given such information as the Buyer may have regarding the same as may be reasonably required for the defense of the same. The Seller shall pay all damages, awards and costs, awarded. The Seller shall not be responsible for any settlement negotiated and agreed to by the Buyer or any other party without the consent of the Seller. The Seller shall have the right, at its own election and at its own expense, to either (a) procure for the Buyer the right to continue to distribute and use such Products or part or component, thereof or (b) modify the same so that it becomes non-infringing provided that the functionality, level of performance, features and quality thereof are not affected, or, if neither of the foregoing alternatives is commercially

Siemens Medical Solutions USA, Inc.

SIEMENS

reasonable, the Seller may repurchase such Product (the repurchase price is to be based on the original price paid by the Buyer less depreciation on a straight line basis over five (5) years, commencing with the date of installation and start up of such Product). The Buyer shall have the right, at its own election, to return any such affected Product to the Seller for refund of the purchase price as set forth above, and to cancel any outstanding Orders or further deliveries of the Product, without any liability to the Seller with respect thereto.

Notwithstanding the foregoing, the Seller shall not have any liability to the Buyer under the provision of Section 7 (b), that (i) is based upon the interconnection and/or the use of a Product, or part thereof, in combination with products or other devices outside the scope of this Agreement without the prior written consent of the Seller, which are not made by the Seller whether or not supplied hereunder, or (ii) for use in any manner for which the Product, or part thereof, was not designed or created. Also, the Buyer shall hold the Seller harmless against any expense, judgment or loss for infringement of any patent or copyright that results from the Seller’s compliance with the incorporation of designs sp