DexCom (DXCM)

DEFINITIONS

As used throughout this Commercialization Agreement, each of the following terms shall have the respective meaning set forth below:

1.01 “Affiliate” means any corporation or other entity that is directly or indirectly controlling, controlled by or under common control with a party. For the purpose of this definition, “control” means the direct or indirect ownership of more than fifty percent (50%) of the capital stock of the subject entity entitled to vote in the election of directors (or, in the case of an entity that is not a corporation, interests entitled to vote in the election of the corresponding managing authority).

1.02 “Animas Trademarks” shall mean OneTouch™ and such other Animas trademarks as Animas may designate in writing to DexCom from time to time.

1.03 “Commercial Launch Date” shall mean the date on which Animas transacts the first commercial sale of the Enabled Pump in the Territory.

[******] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

1.04 “Confidential Information” shall have the meaning given to such term in Article 8.

1.05 “DexCom Trademarks” shall mean DexCom™ and such other DexCom trademarks as DexCom may designate in writing to Animas from time to time.

1.06 “Effective Date” shall mean January 12, 2009.

1.07 “Embedded System” shall mean the hardware design and software owned, developed, or licensed by DexCom to enable an insulin infusion pump to receive output from a disposable continuous glucose monitoring electrode sensor and convert the output into glucose results, including any improvements and successor products included as part of the Integrated System pursuant to Section 2 of the Joint Development Agreement.

1.08 “Enabled Pump” shall mean the Animas insulin pump that is described in Schedule A which shall include the Embedded System, and each future insulin pump system, if any, developed by Animas for use as part of an Integrated System.

1.09 “Ineligible Person” shall mean any individual or entity who: (a) is currently excluded, debarred or otherwise ineligible to participate in government health care programs or in government procurement or non-procurement programs; or (b) has been convicted of a criminal offense related to the provision of health care items or services, but has not yet been excluded, debarred or otherwise declared ineligible.

1.10 “Integrated System” shall mean an insulin infusion pump system capable of displaying and processing continuous glucose monitoring data as more fully described in Schedule A and any future such system developed under the Joint Development Agreement. The Integrated System is comprised of: (i) the Enabled Pump (including the Embedded System), (ii) the Software, (iii) the Sensor and (iv) the Transmitter.

1.11 “J&J Universal Calendar” shall mean the calendar set forth as Exhibit C hereto, as updated by Animas from time to time through written notice to DexCom.

1.12 “Joint Development Agreement” shall mean the Amended and Restated Joint Development Agreement between Animas and DexCom dated as of January 12, 2009.

1.13 “Regulatory Approval” shall mean the approval by appropriate government authorities to market the Integrated System.

1.14 “Sensor” shall mean a disposable continuous glucose monitoring electrode sensor, which is a DexCom component of the Integrated System and was designed and developed by DexCom to (i) penetrate the patient’s skin to come into contact with the patients interstitial fluid (ii) measure interstitial fluid glucose level, and (iii) be connected to a Transmitter to communicate measurement signals indicative of glucose values, as measured by the Sensor to the Transmitter, including any improvements and successor products included as part of the Integrated System pursuant to Section 2 of the Joint Development Agreement.

1.15 “Software” shall mean the program provided as part of the Integrated System that allows customers to download all the data from Enabled Pump (e.g., insulin dosing, episodic BG readings and continuous readings), including any improvements and successor products included as part of the Integrated System pursuant to Section 2 of the Joint Development Agreement.

1.16 “Territory” shall mean worldwide, excluding the United States.

1.17 “Transmitter” shall mean a DexCom radio frequency transmitter located on or near the skin surface and connected to the Sensor, which receives and transmits the representative glucose value measured by the Sensor to the Enabled Pump, including any improvements and successor products included as part of the Integrated System pursuant to Section 2 of the Joint Development Agreement.

1.             Definitions.

1.1          Agent.  For the purposes of this Agreement, “agent” of the Company means any person who is or was a director or officer of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Company, or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of such predecessor corporation.  The term “enterprise” includes any employee benefit plan of the Company, its subsidiaries, affiliates and predecessor corporations.

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