Common use of Common Stock Purchase Warrant Clause in Contracts

Common Stock Purchase Warrant. Accuray Incorporated, a Delaware corporation (the “Company”), for value received, hereby certifies that [●] (the “Holder”), subject to the terms and conditions hereof (including, without limitation, Section 1.6), shall be entitled to purchase from the Company, at any time and from time to time on and after six (6) months and one (1) day after the Issue Date (the “Eligible Exercise Date”) and on or prior to the close of business on [●] (the “Expiration Date”) (provided, however, that, notwithstanding the Eligible Exercise Date, this Warrant shall entitle the Holder to the rights set forth in Section 7 in the event of a Change of Control that occurs before or after the Eligible Exercise Date), [●] fully paid and nonassessable shares (individually, a “Warrant Share” and collectively, the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), at a price per share equal to the Exercise Price. The number of Warrant Shares and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. This warrant (this “Warrant” and, together with all such Warrants issued on the Issue Date, the “Warrants”) is being issued by the Company to the Holder in connection with the transactions contemplated by the Financing Agreement (as defined below). The following terms used herein shall have the meanings set forth below when used in this Warrant:

Common Stock Purchase Warrant. Accuray Incorporated, a Delaware corporation DURECT Corporation (the “Company”), for value received, hereby certifies that [●] BioPartners, GmbH (the “Registered Holder”), is entitled, subject to the terms and conditions hereof (includingset forth below, without limitation, Section 1.6), shall be entitled to purchase from the Company, at any time and after the date hereof but in no event after the Expiration Date (as defined in Section 5 below), a number shares (as adjusted from time to time on pursuant to the provisions of this Warrant) of Common Stock of the Company, equal to the quotient obtained by dividing (a) [* * *] by (b) the Purchase Price, rounded down to the nearest whole share. This Warrant is issued pursuant to the Development and after six (6) months License Agreement dated , 2002 between the Company and one (1) day after the Issue Date Registered Holder (the “Eligible Exercise DateLicense Agreement”) and on or prior is subject to the close terms and conditions of business the License Agreement. Capitalized terms not otherwise defined shall have the meaning assigned to them in the License Agreement. The purchase price shall be $ per share which represents the closing sale price of the Company’s Common Stock as quoted on The Nasdaq National Market on , 200_, the date of grant of this Warrant, which shall be the date of the [●] (the “Expiration Date”) (provided, however, that, notwithstanding the Eligible Exercise Date, * * *]. The shares purchasable upon exercise of this Warrant shall entitle and the Holder purchase price per share, as adjusted from time to time pursuant to the rights set forth in Section 7 in the event provisions of a Change of Control that occurs before or after the Eligible Exercise Date)this Warrant, [●] fully paid and nonassessable shares (individually, a “Warrant Share” and collectively, are sometimes hereinafter referred to as the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), at a price per share equal to the Exercise Price. The number of Warrant Shares and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. This warrant (this “Warrant” and, together with all such Warrants issued on the Issue Date, the “Warrants”) is being issued by the Company to the Holder in connection with the transactions contemplated by the Financing Agreement (as defined below). The following terms used herein shall have the meanings set forth below when used in this Warrant:Purchase Price,” respectively.

Common Stock Purchase Warrant. Accuray Incorporated, a Delaware corporation DURECT Corporation (the “Company”), for value received, hereby certifies that [●] BioPartners, GmbH (the “Registered Holder”), is entitled, subject to the terms and conditions hereof (includingset forth below, without limitation, Section 1.6), shall be entitled to purchase from the Company, at any time and after the date hereof but in no event after the Expiration Date (as defined in Section 5 below), a number shares (as adjusted from time to time on pursuant to the provisions of this Warrant) of Common Stock of the Company, equal to the quotient obtained by dividing (a) [* * *] by (b) the Purchase Price, rounded down to the nearest whole share. This Warrant is issued pursuant to the Development and after six (6) months License Agreement dated_________ __, 2002 between the Company and one (1) day after the Issue Date Registered Holder (the “Eligible Exercise DateLicense Agreement”) and on or prior is subject to the close terms and conditions of business the License Agreement. Capitalized terms not otherwise defined shall have the meaning assigned to them in the License Agreement. The purchase price shall be $______ per share which represents the closing sale price of the Company’s Common Stock as quoted on The Nasdaq National Market on___________ __, 200_, the date of grant of this Warrant, which shall be the date of the [●] (the “Expiration Date”) (provided, however, that, notwithstanding the Eligible Exercise Date, * * *]. The shares purchasable upon exercise of this Warrant shall entitle and the Holder purchase price per share, as adjusted from time to time pursuant to the rights set forth in Section 7 in the event provisions of a Change of Control that occurs before or after the Eligible Exercise Date)this Warrant, [●] fully paid and nonassessable shares (individually, a “Warrant Share” and collectively, are sometimes hereinafter referred to as the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), at a price per share equal to the Exercise Price. The number of Warrant Shares and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments. This warrant (this “Warrant” and, together with all such Warrants issued on the Issue Date, the “Warrants”) is being issued by the Company to the Holder in connection with the transactions contemplated by the Financing Agreement (as defined below). The following terms used herein shall have the meanings set forth below when used in this Warrant:Purchase Price,” respectively.