8-KMaterial Agreements

DEXCOM INC 8-K Report, Agreement Terminated (Sep 9, 2015)

Filed September 9, 2015For Securities:DXCM

Summary

DexCom, Inc. (DXCM) filed an 8-K on September 9, 2015, to report a material event on September 3, 2015. The company entered into a Restatement of License, Termination of Collaboration & Release Agreement with Edwards Lifesciences, LLC. This agreement effectively terminates and amends certain prior agreements, specifically the Manufacturing and Supply Agreement, Quality Agreement, and Collaboration Agreement, originally dated November 10, 2008. Key implications for investors include a mutual release of claims, including future development obligations and milestone payments between the two companies. Importantly, Edwards Lifesciences has received a fully paid-up, royalty-free license for specific DexCom intellectual property related to blood-based glucose monitoring within the hospital environment. However, DexCom retains the right to market and sell its interstitial continuous glucose monitoring technology in all settings, including hospitals. No financial payments were exchanged between the parties for this Restated Agreement, simplifying the existing contractual landscape.

Key Highlights

  • 1DexCom, Inc. terminated and amended material agreements with Edwards Lifesciences, LLC on September 3, 2015.
  • 2The Restated Agreement terminates the Manufacturing and Supply Agreement and Quality Agreement.
  • 3The Collaboration Agreement between the parties was amended.
  • 4Both parties mutually released each other from claims, including development obligations and milestone payments.
  • 5Edwards Lifesciences received a fully paid-up, royalty-free license for specific DexCom IP in the blood-based glucose monitoring field within hospitals.
  • 6DexCom retains rights to market its continuous glucose monitoring technology in all settings, including hospitals.
  • 7No financial payments were exchanged between DexCom and Edwards Lifesciences under the Restated Agreement.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the termination and amendment of material definitive agreements between DexCom, Inc. and Edwards Lifesciences, LLC, along with a release of claims and a new licensing arrangement.

Edwards Lifesciences has been granted a fully paid-up, royalty-free license to use certain DexCom intellectual property specifically for blood-based glucose monitoring within the hospital environment. This means Edwards can use this IP without further payment or royalties, but it is limited to that specific application and field.

No, DexCom explicitly reserves the right to market and sell its interstitial continuous glucose monitoring technology in all settings, including the hospital market. This means the agreement does not restrict DexCom's access to the hospital market for its core products.

According to the filing, no payments are required by either party in connection with the Restated Agreement. This indicates a clean termination and restructuring of the prior agreements without immediate financial exchange.