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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

24K characters. Original on sec.gov ·

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

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

  1. Financial Statement Schedules.

For the three fiscal years ended December 31, 2019, 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 consolidated 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
3.02Amendment No. 1 to Registrant’s Restated Certificate of Incorporation.DEF 14 A000-51222April 20, 2017Appendix B
3.03Registrant’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
4.04Description of Securities Registered Under Section 12 of the Exchange Act.X
10.01Form of Indemnity Agreement between Registrant and each of its directors and executive officers.S-1333-122454February 1, 200510.01
10.02Office Lease Agreement, dated March 31, 2006, between DexCom, Inc. and Kilroy Realty, L.P.8-K000-51222April 7, 200699.01
10.03Offer letter between DexCom, Inc. and Steven R. Pacelli dated April 10, 2006.*8-K000-51222April 13, 200699.01
10.04Form of Amended and Restated Executive Change of Control & Severance Agreement.*10-K000-51222March 5, 200910.20
10.05Non-Exclusive Distribution Agreement, between RGH Enterprises, Inc. and DexCom, Inc., dated April 30, 2008.**10-Q000-51222August 3, 200910.23
10.06Amended 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
10.07First Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated August 18, 2010.10-Q000-51222November 4, 201010.27
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.08Amendment 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
10.09Offer letter between DexCom, Inc. and Kevin Sayer dated May 3, 2011.*10-Q000-51222August 3, 201110.28
10.10Amendment Number Two to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated March 28, 2013.**10-Q000-51222May 1, 201310.27
10.11Amendment Number Three to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated December 4, 2013.**10-K000-51222February 20, 201410.28
10.12Non-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
10.13Settlement and License Agreement by and among Abbott Diabetes Care, Inc. and DexCom, Inc., dated July 2, 2014.10-Q000-51222August 6, 201410.31
10.14Amendment 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
10.15Second Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated October 1, 2014.10-K000-51222February 25, 201510.32
10.162015 Employee Stock Purchase PlanDEF 14A000-51222April 13, 2015Appendix A
10.17Form of Subscription Agreement under 2015 Employee Stock Purchase Plan8-K000-51222June 2, 201510.2
10.18Sublease between DexCom, Inc. and Entropic Communications, LLC dated February 1, 2016.10-Q000-51222April 27, 201610.36
10.19Amended and Restated Non-Exclusive Distribution Agreement with Byram Healthcare dated February 1, 2016.**10-Q000-51222April 27, 201610.37
10.20Industrial Net Lease, Broadway dated April 28, 2016, by and between PRA/LB, L.L.C. and DexCom, Inc.10-Q000-51222August 2, 201610.39
10.21Standard Form of Agreement dated May 2, 2016, by and between DexCom, Inc. and Skanska USA Building Inc.10-Q000-51222August 2, 201610.40
10.22Amendment 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
10.23Amendment 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
10.24Severance and Change in Control Plan.8-K000-51222June 6, 201710.20
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
10.25Form of Participation Agreement to the Severance and Change in Control Plan.8-K000-51222June 6, 201710.30
10.26First 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
10.27Standard Form of Agreement dated May 1, 2017, by and between DexCom, Inc. and Skanska USA Building Inc.10-Q000-51222August 1, 201710.47
10.28Offer Letter for Quentin S. Blackford dated July 28, 2017. *8-K000-51222August 1, 201710.10
10.29Form of Indemnity Agreement10-Q000-51222August 1, 201710.43
10.30Form of RSU Grant Agreement 2015 Plan Global Double Trigger10-K000-51222February 27, 201810.51
10.31Form of RSU Grant Agreement 2015 Plan Global General10-K000-51222February 27, 201810.52
10.32Amended 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.**10-K000-51222February 21, 201910.60
10.33Amended 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 Agent.10-K000-51222February 21, 201910.61
10.34Amended and Restated 2015 Equity Incentive Plan8-K000-51222June 4, 201910.01
10.35Executive Deferred Compensation Plan8-K000-51222June 4, 201910.02
10.36Form of RSU Grant Agreement 2015 Plan (Board Members - Annual Grant)10-K000-51222February 13, 202010.36X
10.37Form of RSU Grant Agreement 2015 Plan (Board Members - Incoming Grant)10-K000-51222February 13, 202010.37X
10.38Distribution Services Agreement dated November 7, 2015 between DexCom, Inc. and AmerisourceBergen Drug Corporation.****10-K000-51222February 13, 202010.38X
10.39Amendment to the Distribution Services Agreement between Dexcom Inc. and AmerisourceBergen Drug Corporation.****10-K000-51222February 13, 202010.39X
10.40Third Amendment to Office Lease between DexCom, Inc. and John Hancock Life Insurance Company, dated January 9, 2019.****10-K000-51222February 13, 202010.40X
10.41Fourth Amendment to Office Lease between DexCom, Inc. and Sequence Tech. Center CA LLC, dated September 9, 2019.****10-K000-51222February 13, 202010.41X
10.42Fifth Amendment to Office Lease between DexCom, Inc. and Sequence Tech. Center CA LLC, dated October 21, 2019.10-K000-51222February 13, 202010.42X
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
Exhibit NumberExhibit DescriptionIncorporated by ReferenceProvided Herewith
FormFile No.Date of First FilingExhibit Number
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
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 Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
****Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

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