EX-10.1






Exhibit 10.1




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.



AMENDMENT TO SUPPLY AGREEMENT




THIS AMENDMENT to the SUPPLY AGREEMENT dated June 25, 2008 (this “Amendment”) is made effective as
of the date of the last signature on the Agreement (“Effective Date”), by and between TomoTherapy
Incorporated, a Wisconsin corporation with its principal address at 1240 Deming Way, Madison, WI
53717, USA (“TomoTherapy”), and Hitachi Medical Corporation, a Japanese corporation with its
principal address at 4-14-1 Soto-Kanda, Chiyoda-ku, Tokyo 101-0021, Japan (“Hitachi”).



RECITALS




A. WHEREAS, The parties entered into a Supply Agreement effective June 25, 2008 relating to the
supply of Hitachi detectors to TomoTherapy (the “Agreement”); and



B. WHEREAS, the parties now wish to amend certain provisions of the Supply Agreement to reflect
mutually agreed upon amendments to the terms of the Supply Agreement.



NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



A. Section 1.1D of the Agreement shall be replaced by the following:



D. Minimum Purchase. TomoTherapy agrees to purchase at least [ * ] Detectors in every six
months period starting with April 1 and October 1 (“Minimum Purchase Quantity”) from Hitachi from
the Effective Date of the Agreement through [ * ]. For the period beginning [ * ] through [ * ],
TomoTherapy will provide Hitachi with a Forecast for TomoTherapy’s anticipated detector needs for
each month of the six month period of [ * ] by [ * ], and for each month of the six month period of
[ * ], TomoTherapy will provide Hitachi with a Forecast by [ * ]. TomoTherapy agrees to purchase
the forecasted total quantity of Detectors for each six month period of [ * ] and [ * ]
respectively pursuant to the respective six month Forecasts (also “Minimum Purchase Quantity”)
within the said six month periods. In the event that TomoTherapy fails to purchase Minimum
Purchase Quantity, it shall be deemed to be a material breach of this Agreement by TomoTherapy and
Hitachi shall have the rights specified under Article 6 of this Agreement.




B. Section 1.1E of the Agreement shall be replaced by the following:



E. Capacity. It is understood and accepted by TomoTherapy that Hitachi’s capacity to supply the
Detectors will be limited to [ * ] in total number of shipments starting from [ * ]. The parties
understand that Hitachi has only one xenon gas automatic filling station and that the filling
station is essential and required to manufacture the Detectors. In the event that the xenon gas
automatic filing station becomes broken and unrecoverable before completion of [ * ] Detectors or
the expiry date of this Agreement, whichever occurs earlier, the parties hereto shall faithfully
discuss for an amicable solution of a situation. In any event, Hitachi warrants to TomoTherapy
that it will secure the shipment of Detector for the period up until [ * ].




C. Section 1.1F of the Agreement shall be replaced by the following:



F. Pricing and Payment of Invoices. The price for each Detector is Japanese Yen [ * ] on FOB Japan
basis during the term of [ * ]. The parties agree that the price for the term of [ * ] will be
renegotiated and agreed by [ * ], taking into consideration pricing adjustments due to increases or
decreases in raw materials, internal production costs, and the estimated units needed by
TomoTherapy during the impending Forecasts. TomoTherapy shall pay all invoices issued under this
Agreement in Japanese Yen by telegraphic transfer through banks within 45 days from the date of
invoice. All bank charges incurred by TomoTherapy shall be born by TomoTherapy.



D. The following new Section 1.1J is hereby added:



J. LTB Boards. The parties acknowledge that a certain circuit board component for the
Detectors (the “LTB boards”) reached an end of life situation that potentially compromised
Hitachi’s continued supply of the Detectors under the Agreement. As a result, TomoTherapy
requested that Hitachi make a last time buy of [ * ] LTB boards to fulfill TomoTherapy’s
anticipated detector demand through [ * ]. By this Amendment, TomoTherapy agrees to purchase any
of the [ * ] LTB boards purchased by Hitachi that remain unused at the expiration of the Supply
Agreement at a cost of [ * ] JPY per board.



E. Section 6.1 of the Supply Agreement shall be replaced by the following:



6.1 Term. Unless terminated as provided in Section 6.2 hereof or by mutual written
consent, this Agreement shall continue in full force and effect for an initial term expiring [ * ]
(the “Initial Term”), and thereafter may be renewed for successive one (1) year terms (each a
“Renewal Term”) by mutual agreement of the parties at least six (6) months prior to the expiration
of the Initial Term or any Renewal Term (collectively, the “Term”).



F. Any provisions of the Agreement not specifically altered by this Amendment remain unchanged
and shall remain in full force and effect for the Term of the Agreement.



IN WITNESS WHEREOF, TomoTherapy and Hitachi have caused this instrument to be executed by their
duly authorized employees, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	TOMOTHERAPY INCORPORATED	 	 	 	HITACHI MEDICAL CORPORATION
	By:
	 	/s/ Eric Schloesser
	 	 	 	By:
	 	/s/ Toshi Kawano

	 	 	 
	 	 	 	 	 	 

	Name:
	 	Eric Schloesser
	 	 	 	Name:
	 	Toshi Kawano

	 	 	 
	 	 	 	 	 	 

	Its:	 	Vice President Operations and Business Development	 	Its:	 	Executive Officer,
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	General Manager, CT Systems Division

	 	 	 	 	 	 	 	 	 

	Date:
	 	September 9, 2010
	 	 	 	Date:
	 	June 25, 2010