Document

EX-10.12 5 dxcm12312022ex1012-distrib.htm EX-10.12 Document

Exhibit 10.12

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL

DISTRIBUTION SERVICES AGREEMENT

This Distribution Services Agreement (“Agreement”) is made as of the 7th day of November, 2015, by and between AmerisourceBergen Drug Corporation, with an address at 1300 Morris Drive, Chesterbrook, PA 19087-5594 and DEXCOM Inc. with an address of 6340 Sequence Drive San Diego, CA 92121, (“Supplier”).

NOW, THEREFORE, for and in consideration of the mutual promises and obligations contained in this Agreement, the parties agree as follows;

1.APPOINTMENT OF SUPPLIER

a.Engagement. ABC and Supplier agree to a nonexclusive arrangement where Supplier agrees to sell consumer products (“Products”) to ABC on the terms and conditions set forth in this Agreement and any amendments or addendum thereto so that ABC may distribute the Product to customers. Supplier hereby appoints ABC (and all of its distribution centers) as an authorized distributor of record for all of its Products. Furthermore, Supplier will comply with all federal and state laws, requiring Supplier to publicly identify all of its authorized distributors.

b.Term. This Agreement is effective as of the date set forth above (the “Effective Date”) and will continue in effect for two (2) years. Thereafter, this Agreement will automatically renew for subsequent terms of one (1) additional year, unless otherwise terminated by a party as allowed herein.

c.Breach and Termination. Either party may terminate this Agreement for cause, upon [***] written notice of a material default to the other party of the reason for termination, and failure of that party to cure the default within the [***] period. Either party may terminate this Agreement with or without cause upon [***] prior written notice.

2.PRICE AND PAYMENT

a.Prices. All prices and offers by Supplier will be available to ABC and all of its affiliates with similar classes of trade. The price for Products shall be [***].

b.Terms of Payment. Unless otherwise agreed, ABC will pay all Supplier invoices for undisputed orders in accordance with the due dates specified below; provided, however, that such payment terms are not less favorable to ABC than the payment terms offered to any other wholesale customer of Supplier and in no instances shall be less than: [***].

Under no circumstances shall Supplier make additions to any invoice amounts due to Supplier, unless a written memorandum from ABC authorizing such additions has been issued by ABC to Supplier.

ABC reserves the right, among other remedies, to suspend further purchases of Product(s) upon Supplier’s continuing material non-compliance with this Agreement.

c.Debit Balance. Supplier shall immediately remit any monies due to ABC in the event of an ABC accounts payable debit balance situation with Supplier that persists for more than [***].

Debit balance is defined as the sum of all transactions in ABC’s accounts payable system having due dates through, but not extending beyond, the then present date.

d.Electronic Payments: Supplier will receive payments for invoices by cheek. Without AmerisourceBergen’s prior written consent, the Supplier shall not have the right to debit any AmerisourceBergen account electronically. If AmerisourceBergen and Supplier elect electronic payments, the parties agree to participate in an Automated Clearing House (“ACH”) trade payments program within the operating guidelines of the National Automated Clearing House Association (“NACHA”).

Supplier shall send any electronic payment made by AmerisourceBergen to a bank within the territorial jurisdiction of the United States and such payment shall not be subject to standing instructions to be transferred or forwarded to a foreign bank account or financial institution. In the event that Supplier elects, as part of a single payment transaction, to transfer or forward the entire amount of any electronic payment made by AmerisourceBergen to a bank account or financial institution located outside the territorial jurisdiction of the United States, Supplier will provide written notice to AmerisourceBergen.

(i)Remittance detail will accompany the actual funds transfer and be processed through the banking system in accordance with the provisions of NACHA’s ACH Rules, Corporate Trade Exchange Format (CTX).

(ii)In addition to Supplier’s standard non-ACH trade terms of [***], for ACH transactions, Supplier agrees to provide appropriate float to reflect the measured value of external and internal float days on all payment terms to AmerisourceBergen. The new base terms for payment via ACH will be current terms plus float days.

(iii)Supplier will include the additional appropriate float days referenced in the immediately preceding paragraph on all Supplier invoicing sent to AmerisourceBergen via EDI or hard copy. AmerisourceBergen will not be responsible for late ACII payments arising from any change to the transmission of float days unless AmerisourceBergen is provided with a [***] advance written notification of this change.

(iv)AmerisourceBergen will exercise its best efforts to ensure that all ACH payments are made in accordance with the terms set forth in paragraph (ii) above.

(v)Standard trade discounts are considered earned under the following circumstances:

a.The payment is generated properly and on time by AmerisourceBergen and good funds are available to Supplier on day [***] (plus float, if applicable) from the Supplier invoice date (“due date”). In the event that the due date is a Saturday, Sunday, or bank holiday, the due date will be the next business day.

b.The payment is generated properly and on time by AmerisourceBergen as evidenced by hard copy documentation, but availability to Supplier is delayed because of an infrequent system or procedural failure at AmerisourceBergen’s bank.

c.The payment is generated properly and on time through AmerisourceBergen’s bank so that it would normally be available in accordance with the terms agreed to herein, but availability to Supplier is delayed through no fault of AmerisourceBergen’s bank.

e.Primary Distribution Services Fee. Supplier shall pay a Primary Distribution Services Fee to ABC for primary distribution services, which consist of the [***] (collectively referred to as “Primary Distribution Services”). The amount of the Primary Distribution Services Fee is [***] Wholesale Acquisition Cost (“WAC”) and shall be invoiced monthly and payment shall be due within [***] of the date of the invoice. If the fees are not received within specified timeline, ABC reserves the right to deduct the amount due from payment to Supplier.

3.ABC OBLIGATIONS

a.Stock Product. ABC will make a good faith effort to maintain sufficient stock of Products to satisfactorily supply customer demand provided that such stock of products will not exceed [***] of inventory.

b.Legal Compliance. ABC will comply with federal, state and local laws governing the purchase, storage, handling, sale, and distribution of Products.

c.Drop Shipments. ABC will honor all invoices billed to ABC for drop shipments authorized by ABC, provided that the Product has been delivered and the invoice is not disputed by customer.

d.Storage Conditions. ABC will use reasonable commercial efforts to maintain Products under proper conditions, both in storage and in transit to ABC customers.

e.Short Dated Product. ABC will accept short dated Product (Product received with less than nine (9) months dating) in its sole discretion and on a case-by-case basis.

f.Inventory and Sales Reports. ABC shall prepare and provide to Supplier, for the duration of this Agreement, Inventory Reports (“852”) and Sales Reports (“867”) as provided herein (together 852 and 867 are referred to as “Data”). All reports shall be transmitted in EDI format and shall be in the form, for the fee(s) and in accordance with other terms in this Agreement and Exhibits B and C. EDI 852 transmissions shall be sent weekly. They shall be provided by the end of the first business day following the end of the chosen reporting period. Records will only be created for those items which are actively stocked in an ABC division. This does not include any re-packaged inventory that may be purchased from American Health Packaging. ABC’s Puerto Rico Division activity Is typically included unless otherwise specified. EDI 867 transmissions shalt be sent weekly. They shall be provided by the end of the first business day following the end of the chosen reporting period. ABC may, solely due to contractual requirements, be required to block certain or all fields related to the data that discloses the identity of a particular shipping (DEA) location. ABC will not be required to share 867 data that allows the Supplier to determine the actual identity and physical address, including the full zip code, of the non-consumer end purchaser of the Product. Sales of any repackaged inventory that may be purchased from American Health Packaging will not be reported through this process.

g.Grant of Limited License to Use Data. ABC hereby grants to Supplier a nonexclusive, assignable (in accordance with Section 12(b) of the Agreement) license to use the Data solely for Supplier’s Internal corporate purposes and in accordance with the confidentiality and other provisions of this Agreement. No Data may be sent to a third party unless Supplier receives prior written approval from ABC; provided, that, such Data may be provided to Supplier’s Affiliates and/or third parties that engaged by Supplier to perform internal business functions on Supplier’s behalf; provided, further, such Affiliates and/or third parties have agreed in writing to be bound by the provisions of this Agreement governing the use of, and restriction on, the Data.

h.AmerisourceBergen Ownership of Data. All Data provided by ABC to Supplier under this Agreement is confidential information (as discussed in Section 8) owned by ABC. ABC has granted a license to Supplier to use the Data internally and In accordance with this Agreement. Except for the license granted contained herein, this Agreement does not grant Supplier any title or right of ownership to the Data.

i.Limitations on Provision of Data. Notwithstanding any other provision of this Agreement, to the extent that, and only the extent that, ABC is prohibited from providing certain Data to Supplier by any agreement between (i) ABC or any of its affiliates and (ii) a third party, including a customer, then ABC shall provide all other Data but shall have no obligation to provide the Data that is so restricted,; provided, however, ABC shall use commercially reasonable efforts to provide the Data in a manner or file type that would not be in violation of the aforementioned agreements.

j.EDI Implementation. Within [***] after the execution of this Agreement, the parties shall examine and test the capability of their respective EDI systems and implement a mutually agreeable system whereby transfers of

information can be made effectively and on a consistent basis. In the event that critical internal support systems and electronic communication links, including EDI, are not available for [***], the parties will cooperate to promptly implement substitute procedures that may include excel files for 867 and 852 information. ABC reserves the right to change the frequency of 852 and 867 reports to monthly if sent in any format other than EDI. In the event that a disruption with the transmission occurs, ABC will have up to [***] following notification by Supplier to remedy the situation. ABC will exercise reasonable care to avoid material errors in gathering, processing and delivering data.

k.Products. ABC acknowledges that each Product contain valuable trade secret information of Supplier. ABC shall not, and shall not permit or assist others to, reverse compile, reverse assemble or reverse engineer the Product or the software embedded therein. ABC shall not, and shall not permit or assist others to, remove or modify any copyright, patent or other proprietary labels or markings on the Product or the packaging provided by Supplier

4.SUPPLIER OBLIGATIONS

a.Purchase Orders. ABC shall submit purchase orders via EDI in the industry standard format. For the first [***]from the start of the contract, ABC shall submit purchase orders through email or via Fax. All purchase orders shall be subject to Supplier’s reasonable approval and acceptance. If ABC is requested to submit purchase orders other than via EDI in industry standard. Supplier agrees to accept purchase orders at the prices in effect on the day the order is transmitted. Supplier will notify ABC on the day the order is placed of any Product adjustments or purchase order delays. Purchase orders are valid for [***] and Product should not be shipped against a purchase order older than [***] without the ABC buyer’s written agreement.

b.New Item Set-up. Supplier will provide ABC with completed New Item Set-up Sheets for all new items proposed to ABC for stocking through the Link item set-up process, and promotional fact sheets for all promotions.

c.Minimum Order Amounts. Supplier and ABC will set mutually agreeable minimum purchase order amounts, if applicable. The net amount of the original purchase order will determine if that minimum is met.

d.Delivery Times. Supplier will make commercially reasonable efforts to ship all ABC orders completely and to deliver them within a mutual agreeable schedule not to exceed four (4) business days of order placement. A complete order is defined as all products not currently designated as backordered, unavailable, or discontinued at time of delivery. A notification of all Products falling into one of these designated status groups must be provided to ABC, in writing, within twenty-four (24) hours of order placement. This notification shall include the reason for the delay and the expected availability date.

e.Inbound Fill Rate: Supplier agrees to maintain no less than a [***]raw fill rate measured monthly. The fill rate is defined as total quantity delivered within [***]of the -expected arrival date divided by the total quantity

ordered. If ABC attempts to purchase more than [***] of its prior ninety (90) day average or [***] of a forecast submitted at least thirty (30) days in advance, the Product(s), to the extent in excess of [***] of the prior average or forecast, will not be included in the applicable month’s measurement. Products that are discontinued or unavailable will not be included after [***] upon written notification of such status.

f.Outbound Pill Rate. Supplier agrees to support a raw outbound fill rate of [***]. This fill rate is measured monthly and is defined as customer lines filled divided by customer lines ordered. Supplier shall not be obligated to meet outbound fill rate incurred from errors caused due to storage and handling by ABC.

g.Shipping. Labels. Supplier agrees to place a label on the package that states “REPACK” (this alerts the DCs that it contains multiple sku’s and ensure the packing slip lists the items enclosed and either placed in the outside plastic sleeve on the outside of the box or enclosed within.

h.Drip Ship Orders. In the event ABC or Supplier elects to drop ship Product(s) to an ABC customer, all other provisions of the Agreement, including returns, remain in effect. To the extent that Supplier receives an order directly from one of ABC’s retail customers, Supplier must verify in advance that customer is in good standing with the servicing ABC division.

i.Invoicing. The Supplier will not invoice orders until the Product has been shipped to ABC. Invoices and credit memos will be transmitted electronically in the industry standard format.

j.Shipment Champs, Title and. Risk of Loss. All orders are to be shipped by Supplier to ABC [***]. Supplier shall pay for [***]. Supplier is responsible for [***]. Title to and risk of loss of products sold hereunder will pass to ABC upon [***].

k.Short Dated Product. Supplier agrees to ship Products with not less than [***] months shelf life remaining, unless Product is manufactured with a limited shelf life less than the above, in which case such Product will be shipped with ABC’s approval. At ABC’s discretion, short dated Product may be accepted on a case-by-case basis in individual purchase situations, and such shipment must be approved in writing by the ABC buyer.

l.Notice of Promotional Activities/Buy-in Opportunities. Supplier agrees to provide ABC prior notice of marketing activities to ABC customers involving guaranteed sale provisions and/or other distribution and promotional activities.

m.Accounts Receivable Statement. Supplier agrees to provide ABC with a monthly accounts receivable electronic statement for all open transactions when capable In the interim Supplier will supply ABC with an excel spreadsheet of accounts receivable open transactions.

n.Date of Price. Supplier agrees to accept purchase orders at the prices in effect on the day of purchase. Supplier will notify ABC on the day the order

is placed of any Product adjustments or other delays from held purchase order delays,

o.Price Changes. Supplier agrees to electronically communicate all price changes to ABC no later than [***] prior to the effective date to: [***]. Supplier agrees to work with ABC to insure that adequate pre price increase inventory is available to ABC. In the event of a shortage, Supplier will back-order all inventory ordered on any dates prior to the effective date of the price increase. In some cases a mutually agreed to credit can be given in lieu of Product. If Supplier does not give notice in accordance with this section, Supplier agrees to compensate ABC for the dollar difference between the WAC in effect prior to the price change and the new WAC multiplied by the number of units sold between the effective date and the date and time ABC became aware of the price change and entered the pricing change into the system.

p.Price Protection. Supplier agrees to provide price protection to ABC and to adjust on-hand and in-transit inventory in the event of a product price reduction.

q.Credits. Supplier will pay ABC all compensation due (including without limitation, payments, credits, product allocations, and/or bill-back program amounts) within [***] of determination. Exceptions shall be resolved with ABC’s Accounts Payable Department. ABC reserves the right to make deductions. With respect to correspondence relating to invoices or claims due to shortages and/or damages (concealed or otherwise), returns, or pricing — Supplier will respond with POD or disposition by contacting the assigned Accounts Payable Vendor Services Representative via email at [***]. If Credits no longer hold value to ABC, Supplier will issue cash in lieu of credit.

r.Product Recall Reimbursement. Supplier agrees to abide by all I-IDMA published guidelines for product recall reimbursement and will reimburse ABC in accordance with its standard rates. ABC will not be obligated to handle partial containers.

s.JAW Compliance. Supplier will comply with all applicable federal, state and local laws, and applicable government contracting requirements/regulations including but not limited to those laws, requirements and regulations governing the manufacture, purchase, handling, sale, marketing and distribution of Products purchased under this Agreement.

t.Supplier will work together with AmerisourceBergen to comply in all material respects with all applicable provisions of DSCSA, Title II of the Drug Quality and Security Act of 2013, as may be amended, with respect to the supply and distribution of the Products.

Supplier understands that all Products offered for sale to the United States Government under this Agreement must be compliant with the Trade Agreements Act (TAA) (19 U.S. C. 2501, et seq.). As such, Supplier certifies that all Products will be Country of Manufacture confirmed pursuant to the TAA requirements. If Supplier is not the actual manufacturer of the Products supplied to ABC, Supplier certifies that it has supporting information on file from the manufacturer of the Product. If any

information previously provided to ABC changes, Supplier shall provide thirty (30) days prior notice to ABC. Supplier understands that ABC is relying on Supplier’s certification to meet its contractual obligations to the government. If any information regarding Supplier’s compliance with the TAA that is provided by Supplier to ABC is inaccurate, Supplier shall be deemed to be in material breach of this Agreement.

Supplier agrees to comply with ABC’s Code of Ethics and Business Conduct Policy (“Code of Conduct”), including, but not limited to, those sections on Fraud & Abuse Laws, Antitrust & Competition Laws and Anti-Bribery/Anti-Corruption Laws, and specially the Anti-Bribery/Anti-Corruption Compliance Policy No. 6, The Code of Conduct can be found at Investor Relations tab, Corporate Governance, of www.amerisourcebergen.com. In the event Supplier violates ABC’s Code of Conduct, the Fraud & Abuse Laws, Antitrust & Competition Laws, or Anti-Bribery / Anti-Corruption Laws, Supplier shall be deemed to be in material breach of this Agreement.

The parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.

u.Supporting information / Records. Each party shall provide any documentation, certification or instructions to the other party reasonably necessary for full compliance with federal, state and local laws with respect to the handling, storage, sale and distribution of the Products, including without limitation, any documentation, certification or instruction regarding the classification, handling and shipping of any hazardous materials and compliance with the TAA. Each party shall maintain federal, state and local registrations, licenses and permits necessary for the lawful handling or distribution of all Products and immediately notify the other party of any denial, revocation or suspension of any such registration or any changes in the Products subject to this Agreement. Supplier shall report any administrative, civil or criminal action currently pending or arising after the effective date of this Agreement by local, state or federal authorities against Supplier, its officers or employees, regarding alleged violations of the Controlled Substances Act of 1970, as amended, or other comparable legislation, and provide ABC with complete information concerning the disposition of such action. If Products include controlled substances, Supplier shall provide ABC with a copy of its DEA certificate.

v.Allocation. Supplier agrees to work with ABC to ensure that any allocation program not related to Product availability does not cause an out-of-stock situation. If ABC validates to Supplier a potential out-of-stock condition, Supplier will use commercially reasonable efforts to adjust ABC’s allocation to meet demand. Supplier will use commercially reasonable efforts to provide ABC thirty (30) days (or such other period as is commercially feasible) advance notice of any changes in Supplier’s credit line and allocation processes.

w.New Product Launches. Recognizing the uncertainty associated with new Product launches, the parties agree as follows: Prior to the delivery of the initial stocking order, ABC and Supplier will jointly determine the amount of the initial stocking order that will be sold to ABC.

x.Chargebacks. Supplier shall comply with ABC’s Contracts and Chargeback Administration policy in effect from time to time.

5.RETURNS

In consideration of ABC agreeing not to return any Products (other than as expressly set forth or referenced in this Section 5), Supplier shall pay ABC a [***]. The returns allowance shall be invoiced monthly and payment shall be due within [***] of the date of the invoice, If the returns allowance is not received within specified timeline, ABC reserves the right to deduct the amount due from payments owing to Supplier. ABC shall be responsible for all third party returns that are initiated through, or by, or are within, or under, the control of, ABC (“ABC’s Third Party Returns”), excluding (1) returns made by a customer of ABC to whom Supplier has drop shipped the Product that is sought to be returned, and (2) returns initiated by the ultimate end user of a Product pursuant to a valid Product warranty claim; provided, that, with respect to third party product return claims (other than ABC’s Third Party Returns) that Supplier is responsible for resolving pursuant to the terms of this Agreement, the parties acknowledge and agree that: (A) Supplier shall be under no obligation to accept such returns, and (B) it shall be the sole decision of Supplier (in its sole and absolute discretion) as to whether, and in what manner, to accept any such returns.

The Returns Allowance shall not cover: (i) products needing to be returned because of recalls (ii) return of damaged products pursuant to and in accordance with Section 6 hereof; and (iii) Products with regard to which ABC notifies Suppler within [***] of physical delivery of such Products to the destination specified by ABC that such Products were received in quantities less than shown on Supplier’s relevant shipping documents and ABC elects to return all Products received as opposed to having Supplier correct any shortfall (items (i) through (iii), are hereinafter referred to as “Permitted Returns”). With respect to Permitted Returns, the parties acknowledge and agree that; (A) Supplier shall be under no obligation to accept such returns, and (B) it shall be the sole decision of Supplier (in its sole and absolute discretion) as to whether, and in what manner, to accept any such returns. Supplier and ABC agree to review the Returns Allowance In [***] from effective date of this agreement, to the extent that, and only the extent that, the amount of Permitted Returns to Supplier and ABC’s Third Party Returns during that [***] exceed the Returns Allowance.

6.DAMAGED PRODUCTS

Should Products sold to ABC be received in obvious damaged condition, ABC will note on the delivery slip the apparent damage and shall be entitled to promptly return the damaged Product to the Supplier. Damage will be reported promptly to Supplier’s customer service department to determine the disposition instructions. ABC shall use commercially reasonable efforts to conduct a reasonable inspection of Products received by it pursuant to this Agreement to determine if there is any damage to such Products that was not apparent at the time of delivery. In the event of concealed damage that could not have been identified by ABC’s inspection and is not caused by ABC’s handling, storage or transportation of the applicable product, ABC shall report such concealed damage with [***] from discovery. ABC shall hold such damaged Products for inspection by the insurer, the carrier, or Supplier’s designated representative for up to [***]. With respect to any Damaged Products that are not the result of ABC’s handling, storage or transportation of the Product, then ABC, shall be entitled to deduct any payments made for the applicable Damaged Product from amounts owing to Supplier and return the Product at the Supplier’s expense. Amounts deducted by, or credited back to, ABC for damaged products shall not be subject to the Primary Distribution Services Fee or the Return Allowance.

7.SHIPMENT ERRORS

8.CONFIDENTIALITY

a.In order to facilitate this Agreement, either party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential or proprietary information subject to this Agreement. All documents and other information provided to Receiving Party by Disclosing Party pursuant to this Agreement, including any information concerning prices, quantities purchased by any customer, data or other terms and conditions, shall be held by Receiving Party in strict confidence and not disclosed either directly or indirectly to any third party and shall only be used for purposes of Receiving Party fulfilling its obligations under this Agreement. Receiving Party acknowledges that money damages alone would not be a sufficient remedy for any violation by it of the terms of this Agreement addressing use or disclosure of other confidential information of Disclosing Party and that Disclosing Party will be entitled (in addition to any other remedies which may be available to it at law or in equity) to specific performance and injunctive relief as remedies for any such violation. Each party shall keep the terms and conditions of this Agreement and any amendments or addenda thereto confidential. The provisions of this Section shall survive termination,

b.The obligations imposed by this Section 8 shall not apply to information which (i) at the time of disclosure is in the public domain; (ii) after disclosure becomes a part of the public domain by publication or otherwise, through no fault of the Receiving Party; (iii) at the time of disclosure is already in the Receiving Party’s possession, except through prior disclosure by either party or an affiliate of either of them, and such

possession can be properly documented by the Receiving Party in its written records, and was not made available to the Receiving Party by anyone owing an obligation of confidentiality to the Disclosing Party; or (iv) is rightfully made available to the Receiving Party from sources independent of the Disclosing Party.

c.To the extent that Confidential Information of the Disclosing Party is legally required to be disclosed in the course of the litigation or other legal or administrative proceedings or otherwise as required by law, the Receiving Party shall, to the extent permitted, (1) give the other party prompt notice of the pending disclosure and shall cooperate in such other party’s attempts, at such other party’s sole expense, to seek an order maintaining the confidentiality of such information, (2) only disclose the minimum Confidential Information necessary with respect to the applicable litigation, legal administration proceeding or as required by applicable law.

d.The confidentiality provision of this Section 8 shall survive any termination or expiration of this Agreement.

9.INSPECTION OF RECORDS

Supplier and ABC agree to maintain complete and accurate records of all transactions related to the conduct of business under this Agreement. Both parties will permit reasonable audit and inspection of such records upon reasonable notice and during regular business hours for the limited purpose of resolving business disputes arising hereunder or in connection herewith or as necessary to respond to an audit or investigation by a government agency or other competent authority. If it is determined, based on any such inspection or audit, that either party has received excess credits, upon confirmation of such finding, such party shall immediately pay any excess amount to the other.

10.RELATION OF PARTIES

a.Except as otherwise specified, ABC is acting pursuant to this Agreement in the capacity of an independent contractor distributing the Products of Supplier as well as products of other manufacturers.

b.ABC shall have no authority to bind Supplier unless otherwise agreed to between Supplier and ABC.

c.Supplier shall not use ABC’s name, trademarks or commercial symbols without the prior written consent of ABC.

d.Nothing contained in this Agreement shall be interpreted or construed so as to characterize the relationship between the parties as a joint venture, partnership, agency or franchise for any purposes whatsoever.

11.WARRANTY/INDEMNITY

a.Continuing Guaranty. As a condition precedent to ABC entering into this Agreement, Supplier shall execute the Continuing Guaranty and Indemnification Agreement set forth as Exhibit A.

b.Representations and Warranties. Supplier represents and warrants to ABC that (I) [***].

12.INDEMNIFICATION

a.In addition to any indemnities or remedies specifically set forth elsewhere in this Agreement, each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other, its agents, servants, employees, officers, directors, attorneys, subsidiaries, affiliates, parent and assigns from and against ail third party claims (including, but not limited to, product liability claims and claims relating to “class of trade” pricing), losses, damages, liabilities and expenses, including without limitation reasonable legal fees and court costs (collectively, “Indemnifiable Losses”), arising out of (i) the material breach by the Indemnifying Party of any obligation contained herein, or (ii) the fraud, intentional misconduct, negligent acts or omissions or wrongdoing of any kind alleged or actual on the part of the Indemnifying Party.

b.In the event that any party to this Agreement shall incur any Indemnifiable Losses in respect of which indemnity may be sought by such party pursuant to this Section 11 or any other provision of this Agreement, the party Indemnified hereunder (the “Indemnified Party”) shall notify the Indemnifying Party promptly. Such notice shall in any event be given within a reasonable period of time of the filing or assertion or becoming aware of any claim against the Indemnified Party, stating the nature and basis of such claim; provided, however, that any delay or failure to notify the Indemnifying Party of any claim shall not relieve it from any liability except to the extent that the Indemnifying Party demonstrates that the defense of such action has been materially prejudiced by such delay or failure to notify. The Indemnifying Party shall, within a reasonable period of time of its receipt of notice of such claim or being made aware of such claim, notify the Indemnified Party of its intention to assume the defense of such claim. If the Indemnifying Party shall not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against any such claim or litigation in such manner as it may deem appropriate and the Indemnified Party may settle such claim or litigation on such terms as it may deem appropriate, and assert against the Indemnifying Party any rights or claims to which the Indemnified Party is entitled. Payment of Indemnifiable Losses shall be made within a reasonable time after a final determination of a claim. A. final determination of a disputed claim shall be (a) a judgment of any court determining the validity of disputed claim, if no appeal is pending from such judgment or if the time to appeal therefrom has elapsed, (b) an award of any arbitration determining the validity of such disputed claim, If there is not pending any motion to set aside such award or if the time within to move to set such award aside has elapsed, (c) a written termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (d) a written acknowledgment of the Indemnifying Party that it no longer disputes the validity of such claim, or (e) such other evidence of final determination of a disputed claim as shall be acceptable to the parties.

c.The indemnification provisions of this Section 11 shall survive any termination or expiration of this Agreement.

13.MISCELLANEOUS

a.Notice. Any notice required or permitted hereunder shall be in writing and shall be deemed given upon delivery, when delivered personally or by overnight courier, fax or email with confirmation of receipt, or forty-eight (48) hours after being deposited in the United States Mail, postage prepaid, registered or certified, return receipt requested, addressed to the receiving party at its address indicated on page 1 of this Agreement or to such other address as such party shall have indicated by written notice. A copy of any notice provided to ABC must also be sent to ABC’s General Counsel at the ABC address listed on page 1.

b.Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign its rights and obligations hereunder without the consent of the other party to a subsidiary or affiliate or to an entity which purchases all or substantially all of the party’s stock or assets or acquires control of the party, whether by merger, consolidation or any other means.

c.Governing Law/Interpretation. The Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. The parties have jointly negotiated this Agreement and, thus, neither this Agreement nor any provision will be interpreted for or against any party on the basis that it or its attorney drafted the Agreement or the provision at issue. Headings of the various Sections are not part of the context of this Agreement, and are only labels to assist in locating those Sections, and will be ignored in construing this Agreement. When this Agreement requires approval of one or more parties, such approval may not be unreasonably withheld or delayed. Words, regardless of the number and gender specifically used, will be construed to include any other number, singular or plural, and any gender, masculine, feminine, or neuter, as the context requires. “And” includes “or.” “Or” is disjunctive but not necessarily exclusive. “Including” means “including but not limited to.”

d.Legal Compliance. It is the Intent of the parties to this Agreement to comply now, and hereafter during the term of this Agreement, with all federal; state, professional and other laws, statutes, regulations, rules, policies and protocols applicable to the subject matter of the Agreement and the relationship of the patties, including, without limitation, any reporting obligations (such as Average Selling Price) under any state or federal law. In the event there is any change in law, regulation or interpretation thereof that has the effect of prohibiting any right or obligation of a party under this Agreement or materially affects such right or obligation, then such party may upon notice to the other party immediately terminate this Agreement in whole or in part.

e.Force Majeure. Each party’s obligation under this Agreement will be excused to the extent any delay is caused by strikes or other labor disturbance, acts of God, war, terrorism, shortage of materials or transportation, or other conditions beyond the reasonable control of that party, but only during the duration of such condition and provided such party gives prompt written notice thereof to the other party.

f.Benefits. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

g.Complete Agreement. Except for any Continuing Guaranty and Indemnification Agreement, this Agreement, together with the Exhibits hereto, contains the entire agreement between the parties and supersedes any prior agreement or understanding concerning the subject matter herein between the parties, including any and all return policy terms and conditions that may be presented to ABC.

h.Modification. This Agreement may be modified, or rights hereunder waived, only in a writing signed by both parties that expressly references this Agreement.

i.Publicity. Neither party shall have the right to issue a press release, statement or publication regarding the terms and conditions of or the existence of this Agreement.

j.Most Favored Nations Clause. Supplier agrees not to offer payment terms that are less favorable to ABC than the payment terms offered to any other wholesale customer of Supplier.

k.Survival. The representations and warranties under this Agreement which, by their terms and conditions, show the parties intended them to survive the termination of this Agreement for any reason, including provisions governing confidentiality, indemnification and liability, shall survive the expiration or earlier termination of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.


DEXCOM INC.						AMERISOURCEBERGEN DRUG CORPORATION
By: s/ Jess Roper						By: s/ Timothy J. Baker
Name: Jess Roper						Name: Timothy J. Baker
Title: CFO						Title: Vice President – Consumer Products
Date: November 4, 2015						Date: November 5, 2015

EXHIBIT A
CONTINUING GUARANTY AND INDEMNIFICATION AGREEMENT

The undersigned guarantees to AmerisourceBergen Corporation and each of Its subsidiary companies and their successors that (i) any food, drugs, devices, cosmetics, or other merchandise (“Products”) now or hereafter shipped or delivered by or on behalf of the undersigned and its affiliates (“Guarantors”) to or on the order of AmerisourceBergen Corporation or any of its subsidiaries will not be, at the time of such shipment or delivery, adulterated, misbranded, or otherwise prohibited under applicable federal, state and local laws, Including applicable provisions of the Federal Food, Drug and Cosmetic Act, 21 U.S.G. §301 et seq. (“FDGA”), and Sections 351 and 361 of the Federal Public Health Service Act, 42 U.S.C. §§ 262 and 264, and their implementing regulations (“Applicable Laws”), each as amended and in effect at the time of shipment or delivery of such Products; (ii) Products are not, at the time of such shipment or delivery, merchandise that may not otherwise be Introduced or delivered for introduction Into interstate commerce under Applicable Laws, including FDCA section 301 (21 U.S.C. §33I); and (iii) Products are merchandise that may be legally transported or sold under the provisions of any other applicable federal, state or local law. Guarantors guarantee further that, in the case of food shipments, only those chemicals or sprays approved by federal, state or local authorities have been used, and any residue in excess of the amount allowed by any such authorities has been removed from Products.

Guarantors shall promptly defend, indemnify and hold AmerisourceBergen Corporation and each of its subsidiaries harmless against any and all claims, losses, damages, costs, liabilities and expenses, including attorneys’ fees and expenses, arising as a result of (a) any actual or asserted violation of Applicable Laws or by virtue of which Products made, sold, supplied, or delivered by or on behalf of Guarantors may be alleged or determined to be adulterated, misbranded or otherwise not in full compliance with or in contravention of Applicable Laws, (b) the possession, distribution, sale and/or use of, or by reason of the seizure of, any Products of Guarantors, including any prosecution or action whatsoever by any governmental body or agency or by any private party, Including claims of bodily injury, death or property damage, (o) any actual or asserted claim that Guarantors’ Products infringe any proprietary or intellectual property rights °fury person, including infringement of any trademarks or service names, trade names, trade secrets, inventions, patents or violation of any copyright laws or any other applicable federal, state or local laws, and (d) any actual or asserted claim of negligence, willful misconduct or breach of contract except to the extent arising from the negligence, willful misconduct or breach of contract of AmerisourceBergen or its affiliates.

Guarantors shall maintain primary, noncontributory product liability insurance of not less than [***] per occurrence for claims relating to Products. This insurance must include AmerisourceBergen Corporation, its subsidiaries and their successors as additional insureds for claims arising out of Products. Guarantor shall provide for at least thirty days’ advance written notice to AmerisourceBergen Corporation of cancellation or material reduction of the required insurance. If the required insurance is underwritten on a “claims made” basis, the insurance must include a provision for an extended reporting period (“ERP”) of not less than twenty-four months; Guarantors further agree to purchase the ERP If continuous claims made insurance, with a retroactive data not later than the date of this Agreement, is not continually maintained or is otherwise unavailable. This insurance shall be with an insurer and in a form acceptable to AmerisourceBergen Corporation, and any deductible or retained risk must be commercially and financially reasonable and acceptable to AmerisourceBergen Corporation. Guarantors warrant that they have sufficient assets to cover any self-

insurance or retained risk. Upon request, Guarantors will promptly provide satisfactory evidence of the required insurance.

Provisions in this Continuing Guaranty and Indemnification Agreement are in addition to, and not in lieu of, any terms set forth in any purchase orders accepted by Guarantors or any separate agreement entered into between AmerisourceBergen Corporation or any of its subsidiaries and Guarantors. If the language Agreement conflicts with the language in any other document, the language in this Agreement controls.

Dexcom, Inc. /s/ Jess Roper 11-4-2015

Guarantor’s Company Name Signature of Authorized Officer Date

Jess Roper, CFO

Print Name and Title

__________________________________________

Address of Company

__________________________________________

Phone

__________________________________________

EXHIBIT B
EDI852 PRODUCT ACTIVITY DATA

EDI 852 transmissions will be sent weekly, They are typically provided by the end of the first business day following the end of the chosen reporting period.

Table 1: EDI 852 Transmission Format


Element			Comments
Date			Reporting Date.
Division DUNS + 4			ABC Corporate DUNS number plus four digit division identifier.
Division DEA Number			ABC division registered DEA number.
NDC or UPC			Contains the Item’s NDC or UPC Identifier. Typically, the NDC number Is sent If a Material has both. In the event that an NDC or UPC Is not available, Manufacturer Product Code or other Identifier will be sent.
ABC Item Number			Represents ABC’s Internal SAP Material Number.
4P			On Order Quantity—The amount of Inventory on-order with the manufacturer.
QA			On Hand Quantity—The saleable on-hand quantity at the time of the reporting snapshot.
QS			Sales Out Quantity— Represents the total invoice units for regular sales. It may also include Intercompany sales, or pm-book dock-to-dock sales If manufacturer does not separately receive one or more of those sales types. It does not Include drop-ship sales and Is not net of any customer returns. Credit/re-bill invoices are not Included,
40			Omit Quantity— Filtered for customer order errors and corporately discontinued Items. Intercompany omits are always excluded,
Q1			Inbound Transfer Quantify— Represents Inbound stock transfer order quantity In the receiving division, Works in conjunction with QZ.
QZ			Outbound Transfer Quantity— Represents the outbound stock transfer order quantity in shipping division, Works in conjunction with QI.
QD			Forecaster/ Unit Demand— ABC’s 28-day unit forecast. A multiplying factor can be applied to represent data In a different time period upon request (i.e. 99 day forecast).
QR			Saleable Quantity Received— Purchase order quantities received from the manufacturer and from stock transfer orders. Pre-book purchase order quantities are Included.
QT			Inventory Adjustments (Positive)— Reports positive adjustments to saleable Inventory. Works In conjunction with QH.
QH			Inventory Adjustments (Negative)— Reports negative adjustments to saleable inventory. Works In conjunction with QT.
QU			Saleable Customer Return Quantity— Inventory units returned by the customer which Is deemed saleable and returned to stock.

Records will normally only be created for those Items which are actively stocked in an AmerisourceBergen division. This does not Include any re-packaged inventory that may

be purchased from AHP. Puerto Rico Division activity Is typically Included unless otherwise specified.

In the event that a disruption with the transmission occurs, AmerisourceBergen will have up to five (5) business days following notification by the supplier to remedy the situation. AmerisourceBergen will exercise reasonable care to avoid material errors In gathering, processing and delivering Data.

The parties will work together In good faith to establish EDI feeds. However, in the event that the supplier is unable to receive electronic EDI feeds, then a report in an alternate format will be provided.

EXHIBIT C
EDI867 SALES REPORTING DATA

EDI 867 transmissions will be sent weekly. They are typically provided by the end of the first business day following the end of the chosen reporting period.

Table 2: EDI 867 Transmission Format


Element			Comments
Date of Transmission			Date when EDI 867 transmission Is sent,
Date Range			Time period of events Included in the current transmission.
Division DEA Number			Contains the DEA number assigned to the division.
Division HIM Number			Contains the IIIN number assigned to the division.
Customer Name and DEA Number			Represents the customer’s name and the DEA number assigned to them,
Customer Street Address			Represents the street address for the customer.
Customer City, State, and P			Represents the city, state, and ZIP of the customer’s location.
Customer HIN Number			Contains the HIN number assigned to that customer.
NDC or UPC			Represents the NDC or UPC number assigned to the product Involved In the transaction. In the event that an NDC or UPC Is not available, Manufacturer Product Code or other Identifier will be sent.
Unit Cost			Represents the wholesale acquisition cost for the product.
Invoice/Credit Number and Invoice/Credit Date			Represents the Invoice/credit number and the time when the Invoice was issued.
380			Unit Quantity Sold or Returned.
782			Extended Wholesale Cost— Based upon the quantity sold/returned multiplied by the wholesale acquisition cost of the product.
SS			Regular sales Quantity— Includes regular trade sales.
BQ			Pre-took Dock-to-Dock Sales Quantity— Includes sales quantities reported from Invoices coded with pre-book special handling codes.
RV			Customer Quantity Retinal – Includes all quantity returned unless only saleable returns are specified.

AmerisourceBergen may, solely due to contractual requirements, be required to block all or certain fields related to the data that discloses the identity of a particular shipping (DEA) location. AmerisourceBergen will not be required to share 867 data that allows the Supplier to determine the actual identity and physical address, including the full zip code, of the non-consumer end purchaser of the product.

Sales of any re-packaged inventory that may be purchased from AHP will not be reported through this process.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

AMENDMENT TO THE
DISTRIBUTION SERVICES AGREEMENT
BETWEEN DEXCOM INC.
&
AMERISOURCEBERGEN DRUG CORPORATION

This Amendment (the “Amendment”), effective as of the 1st day of November, 2018 (the “Amendment Effective Date”), is entered into by and between DEXCOM Inc. (“Supplier”) and AmerisourceBergen Drug Corporation (“ABC”), individually a “Party” and collectively the “Parties.”

WHEREAS, the Parties have entered into a Distribution Services Agreement effective as of November 7, 2015 (as amended, the “Agreement”); and

WHEREAS, the Parties now desire to amend the Agreement as set forth below.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained in the Agreement, and intending to be legally bound hereby, the Parties agree as follows:

1. Definitions. Capitalized words used but not defined herein shall have the meanings ascribed thereto in the Agreement.

2. Amendments.

2.1 The penultimate sentence of Section 2(f) of the Agreement shall be amended and restated in its entirety and shall read as follows:

“The amount of the [***] is [***] basis points times the amount of ABC’s monthly gross purchases less damages at Wholesale Acquisition Cost (“WAC”) and shall be invoiced monthly and payment shall be due within [***] days of the date of the invoice.”

2.2 The first sentence of Section 5 of the Agreement shall be amended and restated in its entirety and shall read as follows:

“In consideration of ABC agreeing not to return any Products (other than as expressly set forth or referenced in this Section 5), Supplier shall pay ABC a “Returns Allowance” of [***] multiplied by the sum of (a) the amount of ABC’s monthly gross purchases less (b) Products that are: (i) returned (including Permitted Returns (as defined below)), (ii) drop shipped by Supplier to customers or third parties, (iii) third party product return claims other than ABC’s Third Party Returns, and (iv) damaged (as determined pursuant to Section 6 below), each at the applicable Wholesale Acquisition Costs.”

3. Miscellaneous. Except as specifically amended herein, all other terms and conditions of the Agreement will remain in full force and effect. This Amendment, together with the Agreement and any exhibits thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties with

respect to the subject matter hereof. In the event any provisions in this Amendment shall be inconsistent with the provisions of the Agreement, the provisions in this Amendment shall govern solely with respect to the subject matter herein. This Amendment may be executed in any number of counterparts, each of which is deemed an original but all of which constitute the same instrument.

[Signature Page Follows]

IN WITNESS WHEROF, the Parties have by their signatures of their duly authorized officers or representatives caused this Amendment to be executed and effective as of the Amendment Effective Date.


AMERISOURCEBERGEN DRUG CORPORATION			DEXCOM INC.
By: /s/ Doug Trueman			By: s/ Brice Bobzien
Name: Doug Trueman			Name: Brice Bobzien
Title: Vice President – Consumer Products			Title: VP, Finance
Date: November 5, 2018			Date: October 31, 2018

LOGISTICS SERVICES AGREEMENT

This Logistics Services Agreement (this “Agreement”) is effective as of December 2, 2022 (the “Effective Date”), between Dexcom, Inc. (the “Company”) and Integrated Commercialization Solutions, LLC. (“ICS”).

Recitals

The Company is a manufacturer and supplier of medical device products (the “Products”). The Company has entered into an agreement with AmerisourceBergen Drug Corporation (“ABDC”), under which (i) ABDC purchases Products from the Company and (ii) the Company ships the Products directly to ABDC’s various ship-to locations as indicated in ABDC’s purchase orders.

ABDC and ICS are both subsidiaries of AmerisourceBergen Corporation (“ABC”), and ICS provides commercialization services, including warehousing and distribution services, to manufacturers for their products. The Company and ICS now desire to enter into an arrangement in which ICS will operate a national distribution center location for Products that will be received from the Company and distributed to ABDC’s ship-to locations, on the terms and conditions set forth in this Agreement.

Agreement

The parties agree as follows:

1. Services. ICS will perform the following logistics services to the Company (collectively, the “Services”):

l.ICS will accept from ABDC orders for Products from all of ABDC’s ship-to locations, excluding Puerto Rico (“ABDC’s Ship-To Locations”);

m.ICS will verify all required licenses to legally sell and ship Products to ABDC and its Ship-To Locations;

n.ICS will consolidate all of ABDC’s orders for Products and, on a mutually agreed upon basis, place orders with the Company on ABDC’s behalf for all Products ordered by ABDC’s Ship-To Locations; and

o.After ICS receives Products that were shipped by the Company in accordance with Section 2, ICS will ship the Products from ICS’s distribution center located at 6301 LaSalle Drive, Lockbourne Ohio 43137 (the “Distribution Center”), to ABDC’s Ship-To Locations, and ICS will pay for all freight charges excluding any additional charges, penalties, or other fees incurred by ICS due to any delay on the part of Company.

Notwithstanding the foregoing, the Company shall continue to accept orders directly from each ABDC Ship-To Location and ship Products directly to each ABDC Ship-To Location in the event of backorders, emergency orders, drop ship orders, and pre-book orders. In addition, Company shall continue to accept orders directly from ABC’s Puerto Rico distribution center, and ship Products directly to Puerto Rico.

14.Company Obligations.

a. The Company will comply with the Performance Requirements set forth on Schedule 1.

3. Fees.

a. As consideration for the Services performed hereunder, the Company shall pay to ICS a fee equal to fifty (50 basis points (0.50%) of the Wholesale Acquisition Cost (WAC) for all purchased Products (the “Fee”). ICS will calculate the Fee on a monthly basis and will invoice the Company for the Fee within fifteen (15) days after the end of each month. The Company must pay such invoices within thirty (30) days of receipt of the invoice. The Company will notify ICS of any disputed charges within thirty (30) days of receipt of the invoice covering these charges. In the absence of any notice of dispute, all invoices will be deemed to be correct and due in full per the payment terms above. A late fee of 1.5% per month (or any portion thereof) will be charged as of the due date on all amounts not paid after thirty (30) days of receipt of the invoice, except any amount disputed by the Company in good faith.

b. The Fee represents fair market value for bona fide services that ICS provides to and on behalf of the Company.

c. The Parties acknowledge that material fluctuations in the cost of the materials and services required to provide the commercialization services contemplated under this Agreement are not factored into the Fee set forth above in section 3.a. In the event of a sustained increase or decrease in the cost of materials and services, the Parties will meet in good faith to negotiate a corresponding increase or decrease to the Fee to provide fair compensation to for the services provided hereunder. If after thirty (30) days of negotiations, the Parties have not agreed to a revised Fee, either Party may terminate this agreement as set forth herein.

4. Title and Risk of Loss. Title to and risk of loss of Products will pass from the Company to ABDC upon delivery to ABDC at the Company’s designated distribution center. ICS does not take title to any Products under this Agreement. For purposes of clarity, all Products in transit on ICS trucks, as well as received and stored at the Distribution Center will be included on any inventory reports provided by ABDC to the Company.

5. Authorized Distributor of Record. Solely for the limited purpose of compliance with the pedigree requirements of the Prescription Drug Marketing Act, the Company appoints ICS an “Authorized Distributor of Record” for the Products. ICS is not permitted to distribute any Products to any person or entity other than ABDC in accordance with the terms of this Agreement.

6. Term. This Agreement is effective as of the Effective Date and will continue for two years (the “Term”), unless sooner terminated as provided in this Agreement. Thereafter, this Agreement will automatically renew for subsequent terms of one additional year, unless either party provides the other party with written notice of its intent not to renew this Agreement at least 60 days before expiration of the current Term.

7. Termination.

a. Either party may terminate this Agreement for any reason upon sixty (60) day’s prior written notice.

b. Either party may terminate this Agreement upon a material breach by the other party of any of the terms of this Agreement that are not cured within thirty (30) days of written notification thereof by the non-breaching party.

c. Either party may terminate this Agreement immediately: (i) upon the institution (whether voluntarily or involuntarily) of bankruptcy, insolvency, liquidation or similar proceedings by or against either party; (ii) the assignment of either party’s assets for the benefit of creditors; and/or (iii) if this Agreement, or any performance under it, fails to comply in all respects with applicable federal or state laws or regulations.

d. Sections 3.a, 7.d, 8, and 11 through 17, any payment obligations, and any other provision if its context shows that the Parties intend it to survive, will survive expiration or termination of this Agreement and, except as expressly provided, expiration or termination will not affect any obligations arising prior to the expiration or termination date.

8. Confidential Information.

a. Definition. As used in this Agreement, “Confidential Information” means any confidential or proprietary information that is disclosed by one party (“Disclosing Party”) to the other party (“Recipient”), whether in writing or other tangible form, orally or otherwise. Confidential Information includes (I) information about processes, systems, strategic plans, business plans, operating data, financial information and other information and (II) any analysis, compilation, study or other material prepared by Recipient (regardless of the form in which it is maintained) that contains or otherwise reflects any information disclosed or made available by Disclosing Party to Recipient. Confidential Information does not include information that:

i.at the time of disclosure to Recipient, is generally available to the public;

ii.after disclosure to Recipient, becomes generally available to the public other than as a result of a breach of this Agreement by Recipient (including any of its affiliates);

iii.Recipient can establish was already in its possession at the time the information was received from Disclosing Party if its source was not known by Recipient to be bound to an obligation of confidentiality with respect to this information;

iv.Recipient receives from a third party if its source was not known by Recipient to be bound to an obligation of confidentiality with respect to the information; or

v.Recipient can establish was developed independently by Recipient without use, directly or indirectly, of any Confidential Information.

b. Limitations on Disclosure and Use. Confidential Information must be kept strictly confidential and may not be disclosed or used by Recipient except Recipient may use Confidential Information of the Disclosing Party in the performance of its

obligations or exercise of its rights under this Agreement or as specifically authorized in advance in writing by Disclosing Party. Recipient may not take any action that causes Confidential Information to lose its confidential and proprietary nature or fail to take any reasonable action necessary to prevent any Confidential Information from losing its confidential and proprietary nature. Recipient will limit access to Confidential Information to its employees, officers, directors or other authorized representatives (or those of its affiliates) and to those who (a) need to know the Confidential Information in connection with this Agreement and (b) are obligated to Recipient to maintain Confidential Information under terms and conditions at least as stringent as those under this Agreement. Recipient will inform all these persons of the confidential and proprietary nature of Confidential Information and will take all reasonable steps to ensure they do not breach their confidentiality obligations, including taking any steps Recipient would take to protect its own similarly confidential information. Recipient will be responsible for any breach of confidentiality obligations by these persons.

c. Equitable Relief. Each party acknowledges that, when it is Recipient, money damages would not be a sufficient remedy for Disclosing Party in the event of any breach of this Agreement and that Disclosing Party is entitled to seek specific performance and injunctive or other equitable relief as a remedy for any breach. Recipient further waives any requirement for the posting of any bond in connection with any remedy. This remedy will be in addition to any other available remedies at law or in equity.

d. Disclosures Required by Law. If Recipient is required by law to disclose any Confidential Information, Recipient will give Disclosing Party prompt notice and will use all reasonable means to obtain confidential treatment for any Confidential Information that it is required disclose before making any disclosure. If Recipient cannot assure confidential treatment and it has exhausted all reasonable efforts to do so, Recipient may disclose Confidential Information if it is required by law to disclose the information it discloses. Notwithstanding the foregoing, Disclosing Party may request Recipient to take additional steps to seek confidential treatment before Recipient discloses Confidential Information even though Recipient has otherwise exhausted all reasonable efforts to do so. In that event, Recipient will undertake additional steps at Disclosing Party’s expense.

e. Effect of Termination. Promptly after the termination or expiration of this Agreement, each party will return to the other any Confidential Information of the other party and provide a written verification of the return or, at that disclosing party’s request, destroy the Confidential Information and provide written notification of the destroyed Confidential Information. Notwithstanding the foregoing, each party may retain a copy of Confidential Information in its confidential legal files, and the obligation to destroy or return will not apply to Confidential Information that is stored on back-up tapes and similar media that are not readily accessible to Recipient. Each party’s obligation to maintain the confidentiality of Confidential Information will survive for a period of five (5) years following termination of this Agreement.

9. Compliance with Laws. Each party will comply in all material respects with any and all applicable federal, state and local laws and regulations, rules and ordinances in the performance of its obligations under this Agreement.

10. Storage and Handling of Products. ICS will use commercially reasonable efforts to handle, maintain, store, transport, deliver and/or otherwise manage and distribute

Product in accordance with the handling and storage requirements applicable to each Product as contained in the package insert for the Product approved by the Food and Drug Administration and any other specific instructions provided by the Company in writing to ICS, and in accordance with federal and state laws, regulations, rules and practices applicable to the distribution of Products in the jurisdictions in which ICS operates.

11. Recordkeeping and Audits. The Company and ICS agree to maintain complete and accurate records of all transactions related to the conduct of business under this Agreement. Both parties will permit reasonable inspection of such records upon reasonable notice during regular business hours for the sole and limited purpose of resolving business disputes arising hereunder or in connection herewith.

12. Indemnification.

a. By the Company. The Company will defend, indemnify, and hold harmless ICS and its affiliates, directors, officers, employees and representatives from any claims, demands, costs, expenses (including reasonable attorneys’ fees) and liabilities or losses (“Claims”) that may be asserted against ICS or that person or entity by or on behalf of a third party to the extent that the Claims result from or arise out of the negligence or willful misconduct of the Company in connection with its manufacture or sale of the Product or the Company’s breach of this Agreement.

b. By ICS. ICS will defend indemnify and hold harmless the Company and its affiliates, directors, officers, employees and representatives from any Claims that may be asserted against the Company or that person or entity by or on behalf of a third party to the extent that the Claims result from or arise out of the negligence or willful misconduct of ICS in connection with Services it provides under this Agreement or ICS’s breach of this Agreement.

c. Indemnification Procedures. The obligations and liabilities of the parties with respect to claims subject to indemnification under this Agreement or the Continuing Guaranty and Indemnification Agreement (described below) (“Indemnified Claims”) are subject to the following terms and conditions:

i.The party claiming a right to indemnification under this Agreement (“Indemnified Person”) will give prompt written notice to the indemnifying party (“Indemnifying Person”) of any Indemnified Claim, stating its nature, basis and amount, to the extent known. Each notice will be accompanied by copies of all relevant documentation, including any summons, complaint or other pleading that may have been served or any written demand or other document.

ii.With respect to any Indemnified Claim: (A) the Indemnifying Person will defend or settle the Indemnified Claim, subject to provisions of this subsection, (B) the Indemnified Person will, at the Indemnifying Person’s sole cost and expense, cooperate in the defense by providing access to witnesses and evidence available to it, (C) the Indemnified Person will have the right to participate in any defense at its own cost and expense to the extent that, in its judgment, the Indemnified Person may otherwise be prejudiced thereby, (D) the Indemnified Person will not settle, offer to settle or admit liability as to any Indemnified Claim without the written consent of the Indemnifying Person, and (E) the Indemnifying Person will not settle, offer to settle or admit liability as to any Indemnified Claim in which it controls the defense if the settlement, offer or admission contains any

admission of fault or guilt on the part of the Indemnified Person, or would impose any liability or other restriction or encumbrance on the Indemnified Person, without the written consent of the Indemnified Person.

iii.Each party will cooperate with, and comply with all reasonable requests of, each other party and act in a reasonable and good faith manner to minimize the scope of any Indemnified Claim.

13. Continuing Guaranty and Indemnification Agreement. The Company has executed and delivered to AmerisourceBergen Corporation, the parent corporation of ABDC and ICS, a Continuing Guaranty and Indemnification Agreement. The representations, warranties and indemnification provisions contained in the Continuing Guaranty are in addition to those contained in this Agreement. The Company acknowledges that all Products supplied under this Agreement are subject to the Continuing Guaranty.

14. Liability; Force Majeure.

a. NO CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO CLAIMS SUBJECT TO INDEMNIFICATION UNDER THIS AGREEMENT OR THE CONTINUING GUARANTY, NO PARTY WILL BE LIABLE TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT.

b. Force Majeure. If the performance of any part of this Agreement by any party will be affected for any length of time by fire or other casualty, government restrictions, war, terrorism, riots, strikes or labor disputes, lock out, transportation delays, electronic disruptions, internet, telecommunication or electrical system failures or interruptions, and acts of God, or any other cause which is beyond control of a party (financial inability excepted), the party will not be responsible for delay or failure of performance of this Agreement for this length of time.

15. Business Continuity Plan. In the event of a force majeure event or other disaster that impairs ICS’ ability to perform the Services described herein, the Company will, for the period of such event of disaster, accept orders from each ABDC Ship-To Location and ship Product directly to each ABDC Ship-To Location, except as otherwise mutually agreed upon by the parties.

16. Notices. Any notice, request or other document to be given under this Agreement to a party will be effective when received and must be given in writing and delivered in person or sent by overnight courier or registered or certified mail, return receipt requested, as follows:

To Company: Dexcom, Inc.

Attn: Strategic Contracting & Operations

6340 Sequence Drive

San Diego, CA 92121

With copy to: Dexcom, Inc.

Attn: Legal Department

6340 Sequence Drive

San Diego, CA 92121

To ICS: Integrated Commercialization Solutions, LLC

Attn: President

5025 Plano Parkway

Carrollton, TX 75010

With copy to: AmerisourceBergen Specialty Group, Inc.

Attn: Group General Counsel

5025 Plano Parkway

Carrollton, TX 75010

17. Other Provisions.

a. Other Rights. No waiver of any breach of any one or more of the conditions or covenants of this Agreement by a party will be deemed to imply or constitute a waiver of a breach of the same condition or covenant in the future, or a waiver of a breach of any other condition or covenant of this Agreement.

b. Severability. If any provision or the scope of any provision of this Agreement is found to be unenforceable or too broad by judicial decree, the parties agree that the provisions will be curtailed only to the extent necessary to conform to law to permit enforcement of this Agreement to its full extent.

c. Entire Agreement; No Reliance. Each of the parties agrees and acknowledges that this Agreement, including the documents referred to in this Agreement, (i) constitutes the entire agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, among the parties with respect to the subject matter of this Agreement, and (ii) is not intended to confer any rights or remedies, or impose any obligations, on any person other than the parties. Each of the parties expressly agrees and acknowledges that, other than those statements expressly set forth in this Agreement, it is not relying on any statement, whether oral or written, of any person or entity with respect to its entry into this Agreement or to the consummation of the transactions contemplated by this Agreement, and each of the parties further waives any claim against the other party that the other party has failed to disclose any fact, occurrence or other matter that relates in any way to its entry into this Agreement.

d. Amendments and Modifications. This Agreement may be modified only by a written agreement signed by both parties.

e. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other, which will not be unreasonably withheld, and any attempted assignment will be without effect. ICS reserves the right to subcontract all or any portion of the Services to any of its affiliates. All subcontractors are subject to the terms and conditions of this Agreement.

f. Successors and Assigns. This Agreement will be binding on and will benefit any and all successors, trustees, permitted assigns and other successors in interest of the parties.

g. Applicable Law. This Agreement will be construed and enforced in accordance with the laws of the state that governs the agreement between ABDC and the Company.

h. Independent Contractor. ICS’s relationship with the Company under this Agreement will be that of independent contractor, and neither party will be considered the agent of, partner of, employee or other member of the workforce of, or participant in a joint venture with, the other party, in its performance of all duties under this Agreement. Neither party will have authority to bind the other party unless otherwise agreed to in writing by the parties.

i. Publicity. Neither party will have the right to issue a press release, statement or publication regarding the terms and conditions of or the existence of this Agreement without the prior written consent of the other party.

j. Joint Preparation. Each party to this Agreement (i) has participated in the preparation of this Agreement, (ii) has read and understands this Agreement, and (iii) has been represented by counsel of its own choice in the negotiation and preparation of this Agreement. Each party represents that this Agreement is executed voluntarily and should not be construed against a party solely because it drafted all or a portion of this Agreement.

k. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Facsimile execution and delivery of this Agreement are legal, valid and binding execution and delivery for all purposes.

The parties execute this Agreement as of the Effective Date.

INTEGRATED COMMERCIALIZATION DEXCOM, INC.

SOLUTIONS, LLC

By: /s/ Jessica Donati________________ By: /s/ Christophe Cantenot____

Printed Name: Jessica Donati _________ Printed Name: Christophe Cantenot

Title: VP, Consumer Products_________ Title: VP, Finance and Corporate Controller

Date: 12/2/2022____________________ Date: 12/2/2022_______________

SCHEDULE 1

PERFORMANCE REQUIREMENTS

Business Continuity Plan

1)The Company has the capabilities to revert shipping all PO’s direct to AmerisourceBergen Drug Corporation distribution centers or another licensed facility owned by AmerisourceBergen Corporation in the event of an issue that prevents receipt of product into National Distribution Center for more than 24 hours.

2)All PO’s in transit to the National Distribution Center will be delivered to the National Distribution Center and held until outbound shipments can resume

3)In the event an alternate site is selected, additional inventory data (EDI 852) will be sent for the location serving as the alternate National Distribution Center.

a)It is important to note that this second inventory file will be reported under the same DEA number as the primary distribution center for this location.

b)This file should be accepted by the Company and not deleted as duplicate records.

Operational Requirements

1)Company will identify non-homogenous cases with placards indicating “mixed” product

2)Company will pick, pack, and ship products in full and in good condition.

3)Company will be responsible for all shortages, concealed damages, and any visible damage due to improper loading by Company not related to the shipping company consistent with the November 7, 2015 Distribution Services Agreement between ABDC and Company. Company will have all orders ready to ship at agreed upon pickup dates and times.

4)Company will maintain capability to ship the following PO’s direct to all 26 DC’s or Customers, as applicable:

c)Backorders

d)Emergency orders

e)Drop ship orders

f)Pre-book orders

5)Purchase Order Acknowledgement. Company agrees to provide AmerisourceBergen with an EDI 855 transactions (PO Acknowledgement).

6)It is requested that ASNs be generated for a full delivery and not individual Purchase Orders (POs).

7)Company shall provide contact information for National Distribution Center personnel for information regarding inbound deliveries, product information, logistics, etc. Company shall provide:

g)Company

i)Contact Name

ii)Phone Number

iii)Hours of Operation

iv)Email Address

v)After hours contact information

8)Pallet construction: All pallets should be in good, stable condition and should be the standard pallet dimensions (48 x 40 in.). Pallet height shall not exceed 6’-0” (including pallet). Product should not exceed pallet dimensions (i.e., falling off or hanging over the side) and shrink wrap should be intact. Any pallets shipped to the National Distribution Center from your organization or at your direction must be free of chemicals and chemical treatments, including halogenated phenols (2,4,6-tribromophenol (TBP) or 2,4,6-trichlorophenol (TCP)). Heavier pallets must be loaded on the bottom if pallets are double stacked.

9)All pallets should be PO specific. Like product should be grouped together as much as possible. For each shipment, Company will provide to ICS the POs included with each shipment.

10)A master packing list shall accompany each shipment.

11)Company approves product shipping on temperature-controlled trailers with temperature set-point between 2 and 8 degrees Celsius (35 to 46 degrees Fahrenheit). For clarity, ICS is not required to utilize temperature-controlled trailers for any shipments of products with no refrigeration requirement.

12)In the event Products shipped by the Company are concealed damaged, visible damage due to improper loading by the Company, or in error, ICS shall use the same process and terms that govern these conditions with AmerisourceBergen.

13)Company shall ship entire PO on a single truck. If the content of the PO is greater than the capacity of a truckload, ICS shall provide Company with the capability to have the content of the entire PO and the number of associated truckloads ready to be picked up within 30 minutes of each other, and Company shall comply.

14)Backorder Communication. Company must give ICS 36 hours advance written notice before any backorders are released, with a copy to the Company’s assigned AmerisourceBergen buyer and Category Manager. For any Product coming off backorder and shipping to the Distribution Center, there may be circumstances requiring Company to ship such Products to ABC Ship-To Locations.

15)Order Communication. Any requests, issues or concerns of Company relating to orders, shipments or extra buys shall be communicated directly to the Company’s assigned AmerisourceBergen buyer and Category Manager. For quarter-end buys, Company will communicate the details of such buys to the Company’s assigned AmerisourceBergen buyer and category manager no less than two (2) weeks prior to the end of the respective quarter.

SCHEDULE 2

AmerisourceBergen Logistics Guide and Requirements

Please visit our Manufacturer and Replenishment Operations webpage for the latest packaging, logistics, DSCSA, and ASN specifications and information:

https://www.amerisourcebergen.com/manufacturer-operations-and-replenishment

AMENDMENT

NO.3 TO

DISTRIBUTION SERVICES AGREEMENT

THIS AMENDMENT (the “Amendment”) dated this December 2, 2022 (the “Amendment Effective Date”), amends that certain Distribution Services Agreement and all amendments and/or addenda thereto by and between Dexcom, Inc. (“Supplier”) and AmerisourceBergen Drug Corporation (“AmerisourceBergen” or “ABC”) dated November 7, 2015 (the “Original Agreement”).

WHEREAS, AmerisourceBergen entered into a Distribution Services Agreement with Supplier on November 7, 2015;

WHEREAS, the Parties amended the Original Agreement on November 1, 2018 (“Amendment No. 1”) and October 20, 2021 (“Amendment No. 2”);

WHEREAS, the Parties desire to amend the Agreement; and

WHEREAS, pursuant to 13(h) of the Agreement, all changes and amendments to the Agreement must be in writing and approved by both parties.

NOW, THEREFORE, in consideration of mutual promises and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to the terms and conditions herein set forth:

1.All capitalized terms not defined in this Amendment shall have the meaning set forth in the Agreement.

2.A new Section 2(g) is hereby added to the Agreement as follows.

Freight Allowance Rebate. In lieu of Supplier shipping Product to ABC, Supplier shall pay a Freight Allowance Rebate for ABC to collect freight at Supplier’s identified location using ABC’s carriers (“Freight Allowance”). The amount of the Freight Allowance is forty (40) basis points (0.40%) which will remain unchanged for two (2) years from the Amendment Effective Date (Initial Freight Allowance Term”). After the Initial Freight Allowance Term, the Freight Allowance may be revised on an annual basis in an amount to be negotiated between Supplier and ABC. The Freight Allowance shall be invoiced monthly separately from Supplier’s Distribution Services Fee and will invoice the Supplier for the Freight Allowance within thirty (30) days after the end of each month. The Supplier must pay such invoices within thirty (30) days of the date of the invoice. The Supplier will notify ABC of any disputed charges within thirty (30) days of receipt of the invoice covering these charges. In the absence of any dispute, all invoices will be deemed to be correct and due in full per the payment terms above. If the fees are not received within specified timeline, ABC reserves the right to

deduct the amount due from payment to Supplier. ABC and Supplier reserve the right to terminate Section 2(g) at any time with thirty (30) days prior written notice to Supplier. If ABC or Supplier terminates Section 2(g), all Sections of the Agreement which have been modified because of the Freight Allowance will revert back to the original language.

The Parties acknowledge that the fee set forth in this section assumes a certain volume of Product as discussed by the Parties. In the event of a sustained increase or decrease in the total average volume of Product resulting in unforeseen additional or reduced services, the Parties will meet in good faith to negotiate a corresponding increase or decrease to the Fee to continue to provide fair compensation to for the services provided hereunder. If after thirty (30) days of negotiations, the Parties have not agreed to a revised Fee, either Party may terminate Section 2(g) with thirty (30) days’ notice.

3.Section 4(a) of the Agreement is hereby deleted in its entirety and replaced as follows:

Purchase Orders. Supplier will accept ABC’s purchase orders electronically in the industry standard format. If ABC is requested to submit purchase orders other than electronically, ABC may require that Supplier pay a handling fee. Supplier agrees to accept purchase orders at the prices in effect on the day the order is transmitted. Supplier will notify ABC on the day the order is placed of any Product adjustments or purchase order delays. Purchase orders are valid for thirty (30) days and Product should not be shipped against a purchase order older than thirty (30) days without the ABC buyer’s written agreement. Notwithstanding anything to the contrary in this Agreement or any Supplier policy, if a shipment is incomplete, ABC will cancel any items remaining under that purchase order without penalty. By way of example, if ABC placed a purchase order for one hundred Products and received eighty, ABC will cancel the purchase order for the outstanding twenty Products without penalty.

4.Section 4(c) of the Agreement is hereby deleted in its entirety and replaced as follows:

Delivery Times. Supplier will make commercially reasonable efforts make all ABC orders ready for pick up completely within a mutually agreeable schedule not to exceed four (4) business days of order placement. A complete order is defined as all products not currently designated as backordered, unavailable, or discontinued at time of delivery. Supplier is responsible for all additional charges, penalties, or other fees incurred by ABC due to any delay on the part of Supplier. A notification of all Products falling into one of these designated status groups must be provided to ABC, in writing, within twenty-four (24) hours of order placement. This notification shall include the reason for the delay and the expected availability date.

5.Section 4(i) of the Agreement is hereby deleted in its entirety and replaced as follows:

Shipment Charges, Title and Risk of Loss. All orders are to be picked up by ABC’s designated carrier from Supplier’s designated distribution center. Title to and risk of loss of Products will pass from the Supplier to ABC upon delivery to ABC at the Supplier’s designated distribution center.

6.Section 4(w) is hereby added to the Agreement as follows:

Shipping and Advanced Ship Notification. Supplier agrees to setup Advanced Ship Notification (ASN) to AmerisourceBergen’s specifications, via EDI 856, and Purchase Order Acknowledgment, via EDI 855, prior to receiving purchase orders. Supplier agrees to provide an ASN upon every product shipment and provide the required data elements as specified in the ABC ASN specification. ABC will provide Supplier with EDI 754, Shipment Tender. If Supplier cannot send EDI 753 or receive EDI 754, AB will

provide training to Supplier (during the onboarding process) for manual entry of RTS information into the AB Supplier Portal. Supplier agrees to provide tracking number(s) to AB for any orders from Supplier, when requested.

7.Section 7 of the Agreement is hereby deleted in its entirety and replaced as follows:

SHIPMENT ERRORS

In the event of an incomplete shipment, a shortage in shipment, the misdirection of any delivery, or any over shipment, the Supplier shall immediately contact the ABC purchasing department and shall comply with any reasonable directions provided by ABC. Supplier will be responsible for any related freight or accessorial charges caused by the error. Shipment errors or discrepancies identified upon receipt by ABC at ABC’s distribution center will be reported promptly to Supplier’s customer service department to determine the disposition instructions. In the event of concealed shortage, ABC shall report such concealed shortage within thirty (30) days of discovery.

8.Except as specifically amended herein, all other provisions of the Agreement shall remain in full force and effect.

9.In the event that there is a conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall prevail. The Agreement, as amended, constitutes the entire agreement between AmerisourceBergen and Supplier and supersedes all prior or contemporaneous writings and understandings between the parties.

10.This Amendment may be executed simultaneously in any number of counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.


DEXCOM, INC.			AMERISOURCEBERGEN DRUG CORPORATION
By: /s/ Christophe Cantenot			By: /s/ Jessica Donati
Name: Christophe Cantenot			Name: Jessica Donati
Title: VP, Finance and Corporate Controller			Title: VP, Consumer Products _____
Date: 12/2/2022			Date: 12/2/2022