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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Annual Report:
  1. Financial Statements.

The financial statements listed in Part II, Item 8 of this Annual Report.

  1. Financial Statement Schedules.

For the three fiscal years ended December 31, 2018, Schedule II – Valuation and Qualifying Accounts.

Financial statement schedules not listed above have been omitted because information required to be set forth therein is not applicable, not required, or the information required by such schedules is shown in the financial statements or the notes thereto.

  1. Exhibits.
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
3.01Registrant’s Restated Certificate of Incorporation.S-1/A333-122454March 3, 20053.03
3.02Registrant’s Amended and Restated Bylaws.8-K000-51222November 25, 20143.01
4.01Form of Specimen Certificate for Registrant’s common stock.S-1/A333-122454March 24, 20054.01
4.02Indenture, dated as of May 12, 2017, between DexCom, Inc. and U.S. Bank National Association (including the form of 0.75% Convertible Senior Notes due 2022)8-K000-51222May 12, 20174.1
4.03Indenture, dated as of November 30, 2019, between DexCom, Inc. and U.S. Bank National Association (including the form of 0.75% Convertible Senior Notes due 2023)8-K000-51222December 3, 20184.1
10.01Form of Indemnity Agreement between Registrant and each of its directors and executive officers.S-1333-122454February 1, 200510.01
10.032005 Equity Incentive Plan and forms of stock option agreement and stock option exercise agreements.*S-1/A000-51222March 24, 200510.03
10.042005 Employee Stock Purchase Plan and form of subscription agreement.*S-1/A000-51222March 24, 200510.04
10.05Offer letter between DexCom, Inc. and Jorge Valdes dated October 16, 2005.*10-K000-51222February 27, 200610.14
10.06Office Lease Agreement, dated March 31, 2006, between DexCom, Inc. and Kilroy Realty, L.P.8-K000-51222April 7, 200699.01
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.07Offer letter between DexCom, Inc. and Steven R. Pacelli dated April 10, 2006.*8-K000-51222April 13, 200699.01
10.09Amended and Restated Joint Development Agreement, dated January 12, 2009, between DexCom, Inc. and Animas Corporation.**8-K/A000-51222January 28, 200910.1
10.10OUS Commercialization Agreement, dated January 12, 2009, between DexCom, Inc. and Animas Corporation.**8-K/A000-51222January 28, 200910.2
10.11Form of Amended and Restated Executive Change of Control & Severance Agreement.*10-K000-51222March 5, 200910.20
10.12Amended and Restated Offer Letter Agreement dated December 19, 2008 between DexCom, Inc. and Terrance H. Gregg.*10-K000-51222March 5, 200910.21
10.14Non-Exclusive Distribution Agreement, between RGH Enterprises, Inc. and DexCom, Inc., dated April 30, 2008.**10-Q000-51222August 3, 200910.23
10.15Letter of Amendment of the Amended and Restated Joint Development Agreement, between Animas Corporation and DexCom, Inc., dated July 30, 2009.**10-Q000-51222November 4, 200910.24
10.16Amendment No. 1 to the Commercialization Agreements, between Animas Corporation and DexCom, Inc., dated July 30, 2009.**10-Q000-51222November 4, 200910.25
10.17Amended and Restated Development, Manufacturing, Licensing and Supply Agreement, between DSM PTG, Inc. and DexCom, Inc., dated February 19, 2010.**10-K000-51222March 9, 201010.25
10.18Form of Restricted Stock Unit Award Agreement.10-Q000-51222May 5, 201010.26
10.19First Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated August 18, 2010.10-Q000-51222November 4, 201010.27
10.202005 Equity Incentive Plan, as amended.*10-Q000-51222May 3, 201110.25
10.21Amendment Number One to Non-Exclusive Distribution Agreement, between RGH Enterprises, Inc. and DexCom, Inc., dated March 29, 2011.**10-Q/A000-51222July 1, 201110.26
10.22Amendment No. 2 to the OUS Commercialization Agreement, between Animas Corporation and DexCom, Inc., dated June 7, 2011.**10-Q000-51222August 3, 201110.27
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.23Offer letter between DexCom, Inc. and Kevin Sayer dated May 3, 2011.*10-Q000-51222August 3, 201110.28
10.24Research and Development Agreement, between Roche Diagnostics Operations, Inc. and DexCom, Inc. dated November 1, 2011.**10-K000-51222February 23, 201210.26
10.25Loan and Security Agreement by and among Silicon Valley Bank, Oxford Finance LLC, DexCom, Inc. and SweetSpot Diabetes Care, Inc. dated November 1, 2012.10-K000-51222February 21, 201310.26
10.26Amendment Number Two to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated March 28, 2013.**10-Q000-51222May 1, 201310.27
10.27Amendment Number Three to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated December 4, 2013.**10-K000-51222February 20, 201410.28
10.28Non-Exclusive Distribution Agreement between Dexcom, Inc. and Diabetes Specialty Center, LLC dated October 12, 2009, as amended on September 30, 2010, October 11, 2011, November 14, 2012 and November 1, 2013.**10-K000-51222February 20, 201410.29
10.29First Amendment to Loan and Security Agreement by and among Silicon Valley Bank, Oxford Finance LLC, DexCom, Inc. and SweetSpot Diabetes Care, Inc. dated August 6, 2013.10-Q000-51222May 1, 201410.30
10.30Settlement and License Agreement by and among Abbott Diabetes Care, Inc. and DexCom, Inc., dated July 2, 2014.10-Q000-51222August 6, 201410.31
10.31Amendment No. 5 to Non-Exclusive Distribution Agreement between DexCom, Inc. and Diabetes Specialty Center, LLC, dated March 14, 2014.10-Q000-51222August 6, 201410.32
10.32Second Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated October 1, 2014.10-K000-51222February 25, 201510.32
10.332015 Employee Stock Purchase PlanDEF 14A000-51222April 13, 2015Appendix A
10.34Form of Subscription Agreement under 2015 Employee Stock Purchase Plan8-K000-51222June 2, 201510.2
10.35Collaboration and License Agreement between DexCom Inc., and Google Life Sciences, LLC dated August 10, 2015**10-Q000-51222November 4, 201510.32
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.36Sublease between DexCom, Inc. and Entropic Communications, LLC dated February 1, 2016.10-Q000-51222April 27, 201610.36
10.37Amended and Restated Non-Exclusive Distribution Agreement with Byram Healthcare dated February 1, 2016.**10-Q000-51222April 27, 201610.37
10.38Credit Agreement dated June 17, 2016 by and among DexCom, Inc., the Lenders, and JPMorgan Chase Bank, as Administrative Agent.**10-Q000-51222August 2, 201610.38
10.39Industrial Net Lease, Broadway dated April 28, 2016, by and between PRA/LB, L.L.C. and DexCom, Inc.10-Q000-51222August 2, 201610.39
10.40Standard Form of Agreement dated May 2, 2016, by and between DexCom, Inc. and Skanska USA Building Inc10-Q000-51222August 2, 201610.40
10.41Amendment to Non-Exclusive Distribution Agreement dated April 30, 2016 by and between RGH Enterprises, Inc. d/b/a Cardinal Health at Home and DexCom, Inc. **10-Q000-51222August 2, 201610.41
10.42Amendment No. 1 to Collaboration and License Agreement dated October 25, 2016 by and between DexCom, Inc. and Verily Life Sciences LLC (formerly Google Life Sciences LLC)10-K000-51222February 28, 201710.42
10.44Severance and Change in Control Plan8-K000-51222June 6, 201710.20
10.45Form of Participation Agreement to the Severance and Change in Control Plan8-K000-51222June 6, 201710.30
10.46Amended and Restated 2015 Equity Incentive Plan, as amended10-Q000-51222August 1, 201710.42
10.47First Amendment to Credit Agreement dated June 17, 2016 by and among DexCom, Inc., the Lenders, and JPMorgan Chase Bank, as Administrative Agent.10-Q000-51222August 1, 201710.46
10.48Standard Form of Agreement dated May 1, 2017, by and between DexCom, Inc. and Skanska USA Building Inc.10-Q000-51222August 1, 201710.47
10.49Offer Letter for Quentin S. Blackford dated July 28, 2017. *8-K000-51222August 1, 201710.10
10.50Form of Indemnity Agreement10-Q000-51222August 1, 201710.43
10.51Form of RSU Grant Agreement 2015 Plan Global Double Trigger10-K000-51222February 27, 201810.51
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.52Form of RSU Grant Agreement 2015 Plan Global General10-K000-51222February 27, 201810.52
10.53Form of RSU Grant Agreement 2015 Plan Global Single Trigger10-K000-51222February 27, 201810.53
10.54Form of RSU Grant Agreement 2015 Plan Global10-K000-51222February 27, 201810.54
10.55Form of RSU Grant Agreement 2015 Plan (Associates, Engineers, Managers, & Sr. Managers)10-K000-51222February 27, 201810.55
10.56Form of RSU Grant Agreement 2015 Plan (Board Members - Annual Grant)10-K000-51222February 27, 201810.56
10.57Form of RSU Grant Agreement 2015 Plan (Board Members - Incoming Grant)10-K000-51222February 27, 201810.57
10.58Form of RSU Grant Agreement 2015 Plan (Director Level Employees)10-K000-51222February 27, 201810.58
10.59Form of RSU Grant Agreement 2015 Plan (VP’s and above)10-K000-51222February 27, 201810.59
10.60Amended and Restated Collaboration and License Agreement dated November 20, 2018 by and between DexCom, Inc., Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited**X
10.61Amended and Restated Credit Agreement dated December 19, 2018 by and among DexCom, Inc., Bank of America, Silicon Valley Bank and Union Bank, and JPMorgan Chase Bank, as Administrative AgentX
21.01List of SubsidiariesX
23.01Consent of Independent Registered Public Accounting FirmX
24.01Power of Attorney (see signature page of this Form 10-K)X
31.01Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)X
31.02Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)X
32.01Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).***X
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
32.02Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b)***X
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALXBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Extension Presentation Linkbase DocumentX
*Represents a management contract or compensatory plan.
**Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and were filed separately with the Securities and Exchange Commission.
***This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that DexCom specifically incorporates it by reference.

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