EX-10.02 3 dxcm9302023ex1002-edgepark.htm EX-10.02
Exhibit 10.02
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [******], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
AMENDMENT NUMBER THIRTEEN
TO THE AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT
This AMENDMENT NUMBER THIRTEEN TO THE NON-EXCLUSIVE DISTRIBUTION AGREEMENT (“Amendment”) is made effective as of September 1, 2023 (“Amendment Effective Date”) by and between DexCom, Inc. (“DexCom”) and RGH Enterprises LLC. dba Edgepark Medical Supplies (“Distributor”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Agreement.
RECITALS
WHEREAS, DexCom and Distributor previously entered into that certain Non-Exclusive Distribution Agreement entered into by the Parties as of April 30, 2008 (as the same has been and may be amended from time to time, the “Agreement”); and
WHEREAS, DexCom and Distributor desire to further amend the Agreement, as more fully described herein.
AGREEMENT
NOW THEREFORE, DexCom and Distributor agree as follows:
1.Section 16, General Provisions.
a.The below subsection of Section 16, General Provisions, is hereby deleted and replaced in its entirety with the following:
i.16.1 Notice. Any notice or other communication required or permitted to be given under this Agreement shall be properly served only if it is in writing addressed as set out below or through electronic means including by e-mail to the e-mail address(es) listed below. Notice in writing may be sent by any of the following methods: (i) personal delivery; (ii) nationally recognized overnight courier service; (iii) U.S. Postal Service certified or registered mail, return receipt requested, postage prepaid; or (iv) via e-mail. Service shall be deemed to have been duly given on the date of delivery or on the date which is [******] days from the date of deposit in the U.S. Postal Service in the manner described above. Either party may change the names, address(es), and e-mail address(es) for receipt of notice by complying with this Section 16.1.
If to DexCom: DexCom, Inc.
6340 Sequence Drive
San Diego, CA 92121
Attn: Strategic Accounts Contracting
With a copy to: DexCom, Inc.
6340 Sequence Drive
San Diego, CA 92121
Attn: Legal Department
Notice E-mail: [******] and [******]
If to Distributor: RGH Enterprises, Inc.
1810 Summit Commerce Park

Twinsburg, OH 44087
Attn: Gordon Harris
With a copy to: RGH Enterprises, LLC
7000 Cardinal Place
Dublin, OH 43017
Attn: VP, Asst. General Counsel, CHAH
Notice E-mail: [******]
2.Schedule 1, The Products and The Prices.
a.Schedule 1 of the Agreement is hereby deleted and replaced in its entirety.
3.Exhibit 7, [******] Rebate.
a.Exhibit 7, including Exhibit 7 (A) and Exhibit 7 (B), attached hereto is hereby appended to the Agreement and made a part hereof.
4.Section A. Rebates of Amendment dated April 30, 2016.
a.Paragraph 2. Rebate of Section A. Rebates of the Amendment dated April 30, 2016 is hereby amended and restated in its entirety as of the Amendment Effective Date to read as follows:
2.Rebate. DexCom shall pay Distributor, [******], a monthly rebate equal to [******] (the "Rebate"). The aggregate Rebate invoiced by Distributor shall be paid in full by DexCom to Distributor within [******] days following receipt by DexCom of the invoice and reports from Distributor for such month. DexCom shall remit payments either electronically, via wire transfer or ACH, to Distributor's bank account or by check to Distributor's lock box according to instructions provided by Distributor. Should Distributor not receive payment within this time period, Distributor may deduct the amount of the Rebate from any subsequent payment owed by Distributor to DexCom.
5.No Further Modification. Except to the extent set forth in this Amendment, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect.
[Remainder of Page Intentionally Blank;
Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Amendment Effective Date.

DexCom, Inc. |  | RGH Enterprises, LLC
By: | /s/ Christophe Cantenot |  | By: | /s/ Gordon Harris
Name: | Christophe Cantenot |  | Name: | Gordon Harris
Title: | VP, Finance and Corporate Controller |  | Title: | Senior Director, Strategic Sourcing
Date: | 9/13/2023 |  | Date: | 9/12/2023

SCHEDULE 1
The Products and The Prices
[******]

EXHIBIT 7 (A)
[******] Rebate
[******]

EXHIBIT 7 (B)
Eligible Plans
[******]