8-KMaterial AgreementsExhibits & Filings

DEXCOM INC 8-K Report, Material Agreement (Nov 20, 2018)

Filed November 20, 2018For Securities:DXCM

Summary

On November 20, 2018, DexCom, Inc. (DXCM) announced a significant amendment and restatement of its Collaboration and License Agreement with Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited, collectively referred to as Verily. This updated agreement, effective through at least December 31, 2028, with a potential extension to December 31, 2033, aims to continue the development of next-generation continuous glucose monitoring (CGM) products. Key to this amendment is a substantial financial commitment from DexCom, involving an upfront fee of $250 million and potential milestone payments totaling up to $280 million. Notably, DexCom has the option to pay a significant portion of these fees in either cash or shares of its common stock. This strategic move underscores DexCom's commitment to advancing its CGM technology through its partnership with Verily, a leader in life sciences innovation.

Key Highlights

  • 1DexCom amended and restated its Collaboration and License Agreement with Verily, focused on developing next-generation CGM products.
  • 2An upfront fee of $250 million is payable to Verily and Onduo, with DexCom having the option to pay in cash or common stock.
  • 3Additional milestone payments of up to $280 million are possible, with $275 million of this also being payable at DexCom's election in cash or common stock.
  • 4If stock is used for payment, specific share counts are defined based on DexCom's volume-weighted average trading price.
  • 5The agreement grants DexCom licenses to Verily's intellectual property in the glucose monitoring field.
  • 6Royalty payments previously stipulated in the original agreement have been eliminated.
  • 7The collaboration is set to run until December 31, 2028, with an extension option to December 31, 2033.

Frequently Asked Questions

The primary purpose is to continue the development of certain next-generation continuous glucose monitoring (CGM) products by DexCom, leveraging the expertise and intellectual property of Verily.

DexCom is making an upfront payment of $250 million and can potentially pay up to an additional $280 million in milestone payments, bringing the total potential financial commitment to $530 million.

Yes, DexCom has the option to pay a significant portion of the upfront fee ($250 million) and milestone fees (up to $275 million) in either cash or shares of DexCom's common stock. The number of shares to be issued is predetermined based on specific trading price calculations.

The Collaboration and License Agreement is set to continue until December 31, 2028. It can be extended to December 31, 2033, upon the achievement of the first revenue milestone event and the corresponding payment by DexCom.