NON-EXCLUSIVE DISTRIBUTION AGREEMENT

1.

Definitions and Interpretation

1.1

Definitions

1.1.1

“Customer” means the end-user patient to which the Distributor sells the Products;

1.1.2

“Effective Date” means April 30, 2008, being the date upon which this Agreement is deemed to commence;

1.1.3

“Intellectual Property Rights” means any rights with respect to any intellectual property including but not limited to rights with respect to or under or pursuant to any patents, trademarks, copyrights, know-how and trade secrets;

1.1.4

“FOB Shipping Point” means freight on board the place from which the Company ships the Products to the Distributor;

1.1.5

“Price” means the Price identified in Schedule 1 , as amended from time to time in accordance with Section 6.1, below;

1.1.6

“Products” means the Products identified in Schedule 1 , as amended from time to time in accordance with Section 6.1, below; and

1.1.7

“Territory” means United States of America.

1.2

Interpretation

1.2.1

The words “include”, “including” and “in particular” shall be construed as being by way of illustration only and shall not be construed as limiting the generality of any foregoing words.

1.2.2

Any references to Recitals, Section or Schedules are to provisions of and Schedules to this Agreement.

1.2.3

Section and paragraph headings are inserted for ease of reference only and shall not affect construction.

1.2.4

Words denoting one gender include all genders; words denoting individuals or persons include corporations and trusts and vice versa; words denoting the singular include the plural and vice versa; and words denoting the whole include a reference to any part thereof.

1.2.5

References to this Agreement mean this Agreement as the same may be amended, notated, modified or replaced from time to time with the agreement of the Parties.

2.

Appointment of Distributor, Additional Products and Relationship.

2.1

The Company appoints the Distributor to be its non-exclusive distributor in the Territory for the Products and the Distributor hereby accepts such appointment subject to the terms of this Agreement. The Company reserves the right to appoint other non-exclusive distributors and agents in the Territory for the Products. The Company also reserves the right to market and sell the Products directly to Customers in the Territory.

2.2

The Company may from time to time at its discretion offer additional products to the Distributor for inclusion in this Agreement. If the Distributor accepts those products, Schedule 1 of this Agreement will be amended and signed by authorized representatives of the Parties and thereafter such products shall be treated as the Products.

3.

Relationship of Independent Contractor, Expenses, No Agency or Authority.

3.1

The Distributor is and shall act as an independent contractor, and not as a partner, co-venturer, agent, employee, franchisee or representative of the Company. No partnership, joint venture, agency or employment is intended between Company and Distributor.

3.2

Except as may be specifically provided for in this Agreement, the Distributor shall be responsible for any and all expenses incurred by Distributor in the performance of Distributor’s duties under this Agreement.

3.3

Nothing in this Agreement shall be construed as giving Distributor authority to enter into obligations on the Company’s behalf or to act as the Company’s agent for any purpose; nor shall the Distributor hold itself out as having any such authority.

4.

Duties of Distributor

4.1

The Distributor hereby agrees:

4.1.1

to maintain a properly trained and equipped sales force for the Products, including but not limited to making its sales personnel available to the Company for training in the use and sale of the Products and coordination of sales efforts;

4.1.2

to maintain such ordering, billing and filling of customer orders, facilities and personnel as the Company may reasonably specify;

4.1.3

to contact the Company for technical or repair services required;

4.1.4

to promptly notify the Company in writing of each new Customer per Schedule 3;

4.1.5

to implement such mutually agreed upon promotional programs as the Company may reasonably specify;

4.1.6

to comply with such good practices as the Company may reasonably specify in respect of storage, handling, distribution and sale of the Products;

4.1.7

to leave in position and not cover, alter (unless authorized to do so in writing by the Company), remove or erase any notices, warnings, instructions, marks (including without limitation, notices that a patent, trademark, design or copyright or other Intellectual Property Right relating to the Products that is owned by the Company or a third party) or any other writing which the Company may place on or affix to the Products. To maintain the integrity of the Products, the Company has approval on all repackaging configurations the Distributor may utilize in regard to the Products;

4.1.8

to not use any trade or service mark which is confusingly similar to any trade or service mark used by the Company;

4.1.9

to not infringe upon or otherwise use any Intellectual Property Rights of the Company;

4.1.10

not to do anything to bring the Company or the Products into disrepute;

4.1.11

to provide such information about sales of the Products, the markets for them and competitive market share activity as the Company may reasonably request and Distributor is not prohibited from providing;

4.1.12

to promptly notify the Company of all incidents, potential events or complaints relating to the Products, and to comply with all reasonable directions of the Company, whether regarding the handling of specific incidents, events or complaints in the Territory, or regarding the continued sale of the Products in the Territory in the light of any other incident, event, complaint or information otherwise reported to the Company;

4.1.13

to ensure that it and its employees conform(s) with all legislation, rules, regulations and statutory requirements existing in the Territory from time to time in connection with the Products;

4.1.14

to meet with representatives of the Company at least quarterly to discuss promotional programs and to implement such promotional programs as the Company may reasonably specify;

4.1.15

to provide advertising and sales representation for local and regional trade shows where the Distributor has representatives, and to provide an annual list of shows to be attended by the Distributor;

4.1.16

not to provide any warranty with respect to the Products other than the Company’s warranty;

4.1.17

to obtain and maintain reasonable amounts of insurance to protect it and its employees and agents for loss or damage of inventory, property damage or any other claims arising out of or in any way connected with the acts or omissions of Distributor, its agents or employees, and other insurance which may be required in the Territory and to provide evidence of such insurance to the Company from time to time at the Company’s request;

4.1.18

to appoint any sub-distributor or sub-agent only with the prior written approval of the Company, with the exception of a wholly owned subsidiary of RGH Enterprises, Inc.;

4.1.19

to provide all reasonable assistance to the Company to ensure the successful performance of this Agreement;

4.1.20

[Reserved]

4.1.21

to provide to the Company Product information with Customer name, Customer address (including city, state and zip code), Customer phone number, prescribing physician name, prescribing physician city, prescribing physician state, prescribing physician zip code, prescription from physician, payer name, date of sale, product sold and serial number as defined in Schedule 3 . Distributor hereby agrees to establish and maintain a tracking system in compliance with the Safe Medical Device Act and the FDA Regulation (21 CFR 821) as amended to enable the Products to be promptly located within commercial distribution. The Distributor agrees to provide the Company with device tracking and sales tracing information, at such times as the Company may reasonably request, in order to demonstrate the effectiveness of the tracking systems in accordance with Schedule 3 . The device tracking records shall not be discarded or destroyed without prior written consent from the Company;

4.1.22

not to alter or damage any Products;

4.1.23

not to sell any Products which are altered, damaged, or contaminated or which have been removed from their original packaging

4.1.24

to comply with the Company’s standard ordering methods, as set forth on Schedule 2 ;

4.1.25

to obtain Products and supplies related to the Products only from the Company;

4.1.26

in relation to the Products, not to seek Customers outside the Territory or establish any branch or maintain any distribution depot outside the Territory;.

4.1.27

to maintain medical, financial, billing and administrative records concerning Customers to whom Distributor sells Products and to keep these records for at least 7 years from the date Distributor sold the Products, which will be made available to the Company upon written request; and

4.1.28

within three business days following the last day of each month, to provide sell-through reports (which reports shall include data concerning the number of sales and corresponding sales price), sales return reports and warranty replacement reports.

5.

Duties of the Company

5.1

The Company hereby agrees:

5.1.1

to provide Distributor and Distributor’s Customers technical assistance and support for the Products via access to the Company’s technical services telephone line at such times as the Company shall determine in its sole discretion;

5.1.2

to attend regional sales meetings and national conventions as reasonably requested by the Distributor; and

5.1.3

to provide training classes for the Distributor’s sales and internal Product support personnel on the Products as requested by the Distributor and agreed to by the Company.

6.

Prices and Terms

6.1

The Prices for the Products will be as set out on Schedule 1 . Such Prices may be increased from time to time by the Company provided it gives the Distributor not less than [*****] days prior written notice of such increases.

6.2

The Products will be supplied FOB Shipping Point freight prepaid. Distributor shall be responsible for all applicable sales taxes.

6.3

The Distributor shall inspect all Products upon delivery and must notify the Company of any missing, damaged or defective Products within [*****] days of delivery. The Company shall not be liable to the Distributor for any such damaged, missing or defective Products not reported within such [*****] day period. In any event, the Company’s liability in respect of any Product shall be limited at the Company’s option to replacement of the Product in question or repayment of the Price for that Product.

6.4

All invoices submitted by DexCom, Inc. to the Distributor shall be payable within [*****] days after the date of such invoice. If the Distributor fails to pay or procure payment of the full amount when due, and without in any manner excusing such violation, the Distributor agrees to pay the Company interest at the greater of: (i) a rate of [*****]% per month; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to the Company, from the date the payment is due. The Distributor also agrees to pay all collection costs, expenses and reasonable attorney fees for collection of any amount due and unpaid. Without prejudice to any of its other rights, the Company may withhold shipments of the Products if the Distributor has not paid an invoice when due.

6.5

The Distributor shall bear the cost of any sales, excise or other taxes imposed by any governmental authority unless appropriate tax exemption certificate or resale certificate is provided to the Company prior to shipment.

6.6

The Distributor shall establish and maintain creditworthiness with the Company, which shall be established prior to the effective date of this Agreement in the sole judgment of the Company, based on the Company’s review of Distributor’s credit references.

7.

Supply of Products and Promotional Literature

7.1

Subject to availability, the Company shall use its reasonable efforts to supply the Distributor’s requirements for the Products. No order shall be effective until approved and accepted in writing by the Company. The Company may, in its sole discretion, reject or cancel any order for any or no reason and the Company shall incur no liability of any kind for such action or for any delay or failure of delivery or performance.

7.2

Nothing in this Agreement shall prevent the Company from selling or supplying Products to third parties in or outside the Territory.

7.3

The Company will provide [*****] the quantities of each piece of available literature as set out on Schedule 1 and shall give reasonable assistance to the Distributor. If the Company determines that the Distributor’s requests for literature are in excess of the quantities set out on Schedule 1 , the Company and the Distributor shall mutually agree upon a fee schedule for literature.

7.4

The Distributor hereby agrees that if it makes reference to or statements about the Products in the Distributor’s own catalogues, promotional literature, advertisements or the like:

7.4.1

it will i