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(B) - EX-10.8(B) - VIEWRAY INCd812636dex108b.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(d)

[***] 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. 3

to the

Development and Supply Agreement as of May 29, 2008

by and between

ViewRay Incorporated

with its registered seat in Beachwood, OH, USA

— hereinafter referred to as “ViewRay” —

and

Siemens AG

Healthcare Sector

— hereinafter referred to as “Siemens” —

— VIEWRAY and Siemens hereinafter referred to individually

as “Party” or collectively as “Parties” —

Preamble

The Parties have signed a Development and Supply Agreement on May 29, 2008, as amended (the “2008 Agreement”) with the intention to do collaborate in the Development of combining MR imaging and Gamma Radio Therapy. In this Contract Amendment No. 3, the Parties agree to make certain clarifications to the 2008 Agreement as described below.

Agreement

1. Amendment to Article 2.3. Article 2.3 of the 2008 Agreement is hereby amended to read in full as follows:

“2.3 SIEMENS will cause its wholly owned indirect U.S. subsidiary, Siemens Medical Solutions USA, Inc., to provide one or more System Engineers on-site at VIEWRAY to work with VIEWRAY on the MRI system hardware.”

2. Amendment to Article 2.4. Article 2.4 of the 2008 Agreement is hereby amended to read in full as follows:

“2.4 SIEMENS will cause its wholly owned indirect U.S. subsidiary, Siemens Medical Solutions USA, Inc. to provide one or more Applications Specialists on-site at VIEWRAY to work with VIEWRAY to support MRI sequence and application optimization in order to achieve real-time requirements.”

3. Amendment to Appendix 1 concerning reimbursement of certain Labor costs. The second bulleted item on Appendix 1 to the 2008 Agreement is hereby amended to read as follows:


    VIEWRAY agrees to reimburse Siemens Medical Solutions USA, Inc. for the costs associated with [***], including but not limited to the costs of: (1) [***] made available to VIEWRAY, (2) [***], (3) [***] allowances, (4) [***] and (5) all [***], if necessary, associated with [***] in connection with SIEMENS obligation under this Agreement. Siemens Medical Solutions USA, Inc. shall issue an invoice on a quarterly basis meeting the requirements of tax laws. Notwithstanding the foregoing, it is understood and agreed by the parties, that at all times during the term of this Agreement, the System Engineers and Application Specialists made available by SIEMENS to provide services on site at VIEWRAY are employees of Siemens Medical Solutions USA, Inc.”

4. Duration: This Contract Amendment No. 3 shall take effect on the date it is signed by both Parties.

5. Ratification: Except to the extent expressly amended by this Contract Amendment No. 3, all of the clauses and conditions of the 2008 are hereby ratified and confirmed and shall remain valid in full force and effect. The term “Agreement”, as used in the 2008 Agreement, shall henceforth be deemed to be a reference to the 2008 Agreement as amended by this Contract Amendment No. 3.

6. General: This Contract Amendment No. 3 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. 3 and not defined herein are used with the meanings ascribed to them in the 2008 Agreement.

ViewRay Incorporated

 

Place, Date:

Oakwood Village, OH, USA 20 Jan 2011

/s/ Greg Ayers, M.D. Ph.D

Name:

Greg Ayers, M.D. Ph.D

(Print)
Title:

Chief Executive Officer

 

[***] 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.


Siemens AG.,

Healthcare Sector

 

Place, Date:

Erlangen, February 9th, 2011

iV. /s/ Holger Liebel

i.V. /s/ Christopher Zindel

Name: Name:

Holger Liebel

Dr. Christoph Zindel

(Print) (Print)
Title: Title:

CFO Magnetic Resonance

VP Marketing 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.