In Re Accuray, Inc. Shareholder Derivative Lit.

ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS

Defendants Euan S. Thomson, Wayne Wu, Li Yu, Robert S. Weiss, Elizabeth Dávila, John P. Wareham, Robert E. McNamara, John R. Adler, Jr. and nominal Defendant Accuray Incorporated move to dismiss this shareholder derivative complaint. Derivative Plaintiffs Thomas Beebe, Sanjayh Israni, Eric Bachinski and Christopher Borrelli oppose the motion. The matter was heard on August 12, 2010. Having considered all of the papers filed by the parties and oral argument on the motion, the Court GRANTS Defendants’ motion to dismiss and grants leave to amend.

BACKGROUND

Plaintiffs are shareholders of nominal Defendant Accuray. Plaintiffs bring this shareholder derivative suit against eight of Accuray’s directors. Accuray designs, develops and sells the CyberKnife, an image-guided robotic radiosurgery system designed to treat solid tumors. The CyberKnife is Accuray’s sole product.

Defendant Thomson is Accuray’s Chief Executive Officer and has been on the Board of Directors since March, 2002. Defendant McNamara was Accuray’s Senior Vice President and Chief Financial Officer from December, 2004 until his resignation on September 11, 2008. Defendant Wu…