Separation Agreement and Release

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Exhibit 10.44

Separation Agreement and Release

31 March 2006

John W. Allison

Dear John :

        This Separation Agreement and Release ("Agreement") is made and entered into by and between Accuray, Inc. (which together with its affiliates and its respective shareholders, directors, officers, employees, representatives, predecessors, successors and assigns are collectively referred to as "Employer") and John W. Allison ("Employee").

        Employer and Employee intend by this Agreement to settle all legal rights and obligations arising out of or resulting from the employment relationship and its termination.

        1.      Termination of Employment.

a)

Employer and Employee agree that the Employee's employment with Employer will be terminated effective
31 March 2006 (the "Termination Date").

b)

The Employee hereby confirms his resignation of all positions that he has held as an officer of the Company and all subsidiaries of the Company, and the Company confirms its acceptance of such resignations, effective 31 March 2006 (the "Termination Date").

        2.      Separation Benefits.     In consideration for your signing this agreement, you will receive: your Treo communication device; your computer laptop with computer display; six (6) months of Severance Pay, equivalent to $102,500; a Separation Bonus of two (2) weeks salary for every year of service, equivalent to $17,083; a lump sum severance payment of $35,000 and Accuray agrees to pay for the first six (6) months of COBRA coverage, (grossed-up by 35% to cover tax withholdings), equivalent to $9,720. All severance pay will be paid net of all appropriate taxes and withholdings.

a)

In exchange for the above mentioned benefits, you agree to be available to the Employer for consultation, as needed and to produce documentation by April 10, 2006, which outlines the status of all projects currently underway in the Engineering Department.

b)

Accuray will agree to promptly pay the Severance Pay in six (6) monthly installments, commencing on May 1, 2006. The Separation Bonus and COBRA payments would be paid in lump sum assuming agreement to the terms and your signature approval of this Agreement.

        3.      Return of Company Property.     You have returned to the Company all Company property in your possession.

        4.      Maintaining Confidential Information.     You will not disclose any confidential information you acquired while an employee of the Company to any other person or use such information in any manner that is detrimental to the Company's interests. Employee understands and agrees that this Agreement is confidential and agrees, except as required by law, not to disclose its terms or the fact of its execution to any other person or entity without the prior written consent of a duly authorized officer of Employer.

        5.      Cooperation with the Company.     You will cooperate fully with the Company in its defense of or other participation in any administrative, judicial or other proceeding arising from any charge, complaint or other action which has been or may be filed.

        6.      General Release of the Company.     You understand that by agreeing to this release you are agreeing not to sue, or otherwise file any claim against, the Company or any of its employees or other

agents for any reason whatsoever based on anything that has occurred as of the date you sign this agreement.

a)

On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the "Releasees" hereunder, consisting of the Company, and each of its owners, affiliates, divisions, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called "Claims"), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your hire, employment, remuneration or resignation by the Releasees, or any of them, including any Claims arising