VIEWRAY INC - FORM S-1 - EX-10.8(B) - February 13, 2015

Attached files

file filename
S-1 - REGISTRATION STATEMENT ON FORM S-1 - VIEWRAY INCd812636ds1.htm
EX-4.3 - EX-4.3 - VIEWRAY INCd812636dex43.htm
EX-3.1 - EX-3.1 - VIEWRAY INCd812636dex31.htm
EX-10.4 - EX-10.4 - VIEWRAY INCd812636dex104.htm
EX-10.3 - EX-10.3 - VIEWRAY INCd812636dex103.htm
EX-10.5 - EX-10.5 - VIEWRAY INCd812636dex105.htm
EX-10.2 - EX-10.2 - VIEWRAY INCd812636dex102.htm
EX-10.6 - EX-10.6 - VIEWRAY INCd812636dex106.htm
EX-10.7 - EX-10.7 - VIEWRAY INCd812636dex107.htm
EX-10.9 - EX-10.9 - VIEWRAY INCd812636dex109.htm
EX-10.8(E) - EX-10.8(E) - VIEWRAY INCd812636dex108e.htm
EX-10.1(A) - EX-10.1(A) - VIEWRAY INCd812636dex101a.htm
EX-10.8(F) - EX-10.8(F) - VIEWRAY INCd812636dex108f.htm
EX-10.8(D) - EX-10.8(D) - VIEWRAY INCd812636dex108d.htm
EX-10.1(B) - EX-10.1(B) - VIEWRAY INCd812636dex101b.htm
EX-10.8(G) - EX-10.8(G) - VIEWRAY INCd812636dex108g.htm
EX-10.8(C) - EX-10.8(C) - VIEWRAY INCd812636dex108c.htm
EX-10.1(C) - EX-10.1(C) - VIEWRAY INCd812636dex101c.htm
EX-10.10 - EX-10.10 - VIEWRAY INCd812636dex1010.htm
EX-10.8(A) - EX-10.8(A) - VIEWRAY INCd812636dex108a.htm
EX-23.1 - EX-23.1 - VIEWRAY INCd812636dex231.htm
EX-10.22 - EX-10.22 - VIEWRAY INCd812636dex1022.htm
EX-10.13 - EX-10.13 - VIEWRAY INCd812636dex1013.htm
EX-10.15 - EX-10.15 - VIEWRAY INCd812636dex1015.htm
EX-10.12 - EX-10.12 - VIEWRAY INCd812636dex1012.htm
EX-10.11 - EX-10.11 - VIEWRAY INCd812636dex1011.htm
EX-10.17(A) - EX-10.17(A) - VIEWRAY INCd812636dex1017a.htm
EX-10.14(B) - EX-10.14(B) - VIEWRAY INCd812636dex1014b.htm
EX-10.18(C) - EX-10.18(C) - VIEWRAY INCd812636dex1018c.htm
EX-10.14(C) - EX-10.14(C) - VIEWRAY INCd812636dex1014c.htm
EX-10.18(B) - EX-10.18(B) - VIEWRAY INCd812636dex1018b.htm
EX-10.17(B) - EX-10.17(B) - VIEWRAY INCd812636dex1017b.htm
EX-10.16(B) - EX-10.16(B) - VIEWRAY INCd812636dex1016b.htm
EX-10.18(D) - EX-10.18(D) - VIEWRAY INCd812636dex1018d.htm
EX-10.16(A) - EX-10.16(A) - VIEWRAY INCd812636dex1016a.htm
EX-10.18(A) - EX-10.18(A) - VIEWRAY INCd812636dex1018a.htm
EX-10.14(A) - EX-10.14(A) - VIEWRAY INCd812636dex1014a.htm
EX-3.3 - EX-3.3 - VIEWRAY INCd812636dex33.htm
EX-10.19 - EX-10.19 - VIEWRAY INCd812636dex1019.htm

Exhibit 10.8(b)

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

Contract Amendment No. 1

to the

Development and Supply Agreement

by and between

ViewRay Incorporated,

With its registered seat in Oakwood Village, OH, USA

— hereinafter referred to as “VIEWRAY” —

and

Siemens AG

Healthcare Sector

With its registered seat in Berlin and Munich

— hereinafter referred to as “Siemens” —

— ViewRay and Siemens hereinafter referred to individually

as “Party” or collectively as “Parties” —

Preamble

The Parties entered into a Development and Supply Agreement in May 2008 (the “Development and Supply Agreement”) with the intention to combine their know-how and experience for the purpose of forming a long-term business relationship for the supply of Magnetic Resonance Imaging (“MRI”) subsystems (“COMPONENTS” for MRgRT systems to provide real-time beam-on imaging and targeting of tumors. In this Contract Amendment No. 1, the Parties agree on the following additions and changes to the Development and Supply Agreement:

Article 1

The Parties recognize and agree that PHASE 1 of the Business Relationship as described in Article 2 of the Development and Supply Agreement is completed, with the exception of [***].

Article 2

 

2.1 Now therefore, the Parties agree to enter PHASE 2 of the Business Relationship as described in Article 3 of the Development and Supply Agreement subject to the amendment set forth in Article 2.2 below.

 

2.2 The Parties agree that the milestones of PHASE 2 will be modified to include [***]. While both Parties will fulfill their mutual obligations under this amendment and under the Development and Supply Agreement, striving for the best possible result, both Parties are aware and acknowledge that, this project being a research co-operation in a very innovative field, by its very nature there is no guarantee that this joint research project will ultimately result in the successful achievement of the PHASE 2 milestone specified in this Article 2.2. The determination of whether successful achievement of the PHASE 2 milestone specified in this Article 2.2 has been achieved or not will be made in accordance with the provisions of Articles 3.6-3.7 of the Development and Supply Agreement.

Duration: This Contract Amendment No. 1 shall take effect on the date it is signed by both Parties.

Ratification: Except to the extent expressly amended by this Contract Amendment No. 1, all of the clauses and conditions of the Development and Supply Agreement are hereby ratified and confirmed and shall remain valid in full force and effect. The term “Agreement”, as used in the Development and Supply Agreement, shall henceforth be deemed to be a reference to the Development and Supply Agreement as amended by this Contract Amendment No. 1.

General: This Contract Amendment No. 1 may be executed in counterparts, each of which will be deemed an original with all such counterparts together constituting one instrument. Capitalized terms used in this Contract Amendment No. 1 and not defined herein are used with the meanings ascribed to them in the Development and Supply Agreement.

 

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

IN WITNESS WHEREOF, the parties have caused this Contract Amendment No. 1 to be executed on their behalf by their duly authorized representatives.

 

ViewRay Incorporated Siemens AG, Healthcare Sector
Place, Date: Place, Date:

Oakwood Village, OH, USA

Erlangen, Nov. 10, 2005

/s/ Gregory M. Ayers 1 Dec 2009

i.V. /s/ Holger Liebel

/s/ Walter Maizendorfer

Name: Name: Name:

Gregory M. Ayers

Holger Liebel

Walter Maizendorfer

(Print) (Print) (Print)
Title: Title: Title:

President & CEO

CFO Magnetic Resonance

CEO Magnetic Resonance

 

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