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Exhibit 10.11    
    


* CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.  


[QUALLION LOGO]  


 PROPOSAL COVER SHEET  


CUSTOMER INFORMATION  



	Company:	 	DexCom Inc.
	

Contact Person:	
 	

Mr. Jim Brauker, Vice President of R&D
	

Phone Number:	
 	

[*****]
	

Fax Number:	
 	

[*****]
	

Address:	
 	

6725 Mesa Ridge Road, Suite 100, San Diego, CA 92121
	
PROPOSAL SUMMARY
	

Proposal No.:	
 	

356 Rev. C
	

Title:	
 	

Development of Implantable Lithium Primary Battery for Continuous Glucose Sensor Devices
	

Submission Date:	
 	

May 21st, 2003
	

Expiration Date:	
 	

30 days
	

Contact Person:	
 	

Naoki Ota, Sr. Manager of Technologies and Applications Development
	

Contact Numbers:	
 	

[*****]
	 	 	[*****]
	

Content:	
 	

X    I. Scope of Work
	 	 	X    II. Schedule & Pricing
	 	 	X    III. Contingencies
	 	 	X    IV. Specifications & Qualification Plan
	 	 	       IV. Drawings
	 	 	X    VI. Terms & Conditions
	 	 	       Other:                                
        




PROPOSAL ACCEPTANCE  



	Quallion LLC	 	DexCom Inc.
	

/s/  WERNER HAFELFINGER      
 Werner Hafelfinger

President	
 	

/s/  JIM BRAUKER      
 Jim Brauker

Vice President of R&D
	

 	
 	

/s/  STEVE KEMPER      
 Steve Kemper

Chief Financial Officer
	

CONFIDENTIAL	
 	

Proposal No. 356 Rev. C




Page 1 of 6







 
I. SCOPE OF WORK  


        This proposal is for the design, development and manufacture of a lithium primary cell ("Cell") with the following model number: 


QC0025B  


        The product is designed for use in the following Customer's Device(s): 


Implantable Continuous Glucose Sensor System  


        For the following application: 


Glucose Monitoring  


        Quallion's proposal is based on the specification and qualification protocol provided by the Customer as defined in section IV, Specifications &
Qualification Plan. 


Page 2 of 6







 
II. SCHEDULE & PRICING  


DEVELOPMENT:




	Item Description
 
	 	Qty
	 	Timeline
	 	Unit

Price
	 	Total

	Phase I: R&D Engineering Cells	 	[*****]	 	[*****]	 	[*****]	 	[*****]
	Phase II: Prototype Cells	 	[*****]	 	[*****]	 	[*****]	 	[*****]
	 	 	 	 	 	 	TOTAL	 	[*****]





PRODUCTION:




	Item Description
 
	 	Qty
	 	Timeline
	 	Unit

Price
	 	Total

	First Articles (Limited Qualifications)(1)	 	[*****]	 	[*****]	 	[*****]	 	[*****]
	 	 	 	 	 	 	TOTAL	 	[*****]





NRE:




	Item Description
 
	 	Qty
	 	Timeline
	 	Unit

Price
	 	Total

	NRE & Small Tooling	 	[*****]	 	[*****]	 	[*****]	 	[*****]
	 	 	 	 	 	 	TOTAL	 	[*****]






	(1)
	First
Articles are provided with limited qualification testing. 





Production capacity scale-up plan:  



	1)
	Small-production:



	a.
	Maximum
capacity of [*****] units/month, established [*****] after execution of development work stated in this proposal.



	b.
	Order
lead-time: [*****]



	c.
	Minimum
order: [*****]



	d.
	Pricing
configuration [*****] 









            i.  [****]
[****]        [*] / cell 


           ii.  [****]
[****]        [*] / cell 


          iii.  [****]
[****]        [*] / cell 




	2)
	Scale-up
production:



	a.
	[*****]
advanced notification from Customer required.



	b.
	Additional
fee may apply for production tooling to support scale-up effort.



	c.
	Pricing
configuration [*****] 







            i.  [****]
[****]        [*] / cell 


           ii.  [****]
[****]        [*] / cell 


          iii.  [****]
[****]        [*] / cell 






        Price
to be reviewed by September 2003 


Page 3 of 6







 
III. CONTINGENCIES  


        This proposal is effective upon: 



	1)
	Customer's
approval and signed acceptance of proposal prior to proposal expiration date.



	2)
	Quallion's
receipt of Customer Purchase Order per the Terms & Conditions listed in section VI. 




        The
successful execution of deliverables is contingent upon: 



	1)
	Customer's
approval and signed acceptance of Product Specification and Qualification Plan within 30 days after execution of Proposal. 



Page 4 of 6







 




IV. SPECIFICATIONS & QUALIFICATION PLAN  


        Please see attached documents: 



	1)
	Product
Specification for QC0025B (#PS0013 Rev.2)



	2)
	Customer
Requirement of QC0025B for DexCom (#300456 Rev.2)



	3)
	Qualification
Plan for QC0025B 



V. DRAWINGS  


        NONE APPLICABLE 


Page 5 of 6







 
VI. TERMS & CONDITIONS  


Delivery:  


        Work will start on the first day after receipt of a written purchase order and follow the timeline shown in Section II, Schedule & Pricing. 


Payment terms:  



	Tooling & NRE	 	[*****]	 	Down payment with written purchase order
	 	 	[*****]	 	30 days after delivery of First Articles
	

Qualified Cell Purchases:	
 	

[*****]	
 	

Down payment with purchase order
	 	 	[*****]	 	Net 30 days after delivery of cells






Others:  



	1)
	If
Customer desires to make any modifications to the Cell specification, such modifications may be proposed to Quallion in writing and Quallion shall give such proposal its prompt
attention. Quallion will respond to Customer's proposed modifications by estimating the effect, if any, of proposed modifications on Cell performance, manufacturability, terms of delivery and
warranty. All modifications to Cell specifications shall be documented through an appropriate amendment signed by both parties.



	2)
	Customer
will have [*****] rights to purchase the developed Cell for use in the field of [*****]. Quallion
[*****] the right to use and sell the developed Cell in [*****]. In the event(s) that DexCom stops using the Cell for [*****]
period, the exclusivity rights herein stated will [*****].



	3)
	Quallion
will retain all rights to intellectual property it develops in connection with this project.



	4)
	Please
see attached Quallion's general Terms & Conditions of Sale. 



Page 6 of 6












Quallion LLC

Terms and Conditions of Sale  


Applicable Terms and Conditions  


        All Quallion products and services are furnished only on the temp and conditions stated herein and on the face of the applicable Quallion quotation to the
exclusion of any Buyer terms and conditions in any specific order documentation, preprinted or otherwise, except as to identification and quantity of products and services. Quallion's performance on
an contract is expressly conditioned on Buyers acceptance of Quallion's terms and conditions of sale. In the absence of such an agreement, performance shall be for the convenience of the Buyer only
and shall not create any contractual obligation or constitute acceptance by Quallion of any terms and conditions of the Buyer, printed or stated in its order. Buyer's acceptance of any product or
service shall constitute acceptance of Quallion's terms and conditions as stated herein. 



Orders, Quotations and Prices  


        Quallion's prices, quotations, and contracts for products and services are subject to the following unless otherwise slated in the applicable Quallion quotation
or other writing signed by an authorized representative of Quallion. In case of contradictory terms slated herein and on the face hereof; the latter shall control. 



	a.
	All
purchase orders are subject to written acceptance by Quallion.



	b.
	Acceptance
of purchase orders are expressly conditioned on compliance with all applicable laws, codes and regulations affecting the products and services.



	c.
	Unless
otherwise stated on the applicable quotation, all quotations shall be considered solicitations for offers to purchase and shall neither constitute firm pricing or obligate
Quallion in any way.



	d.
	All
prices quoted are for products and services only, and shall exclude, and Buyer shall be responsible for, ordinary and necessary charges inured by Quallion and billed to Buyer.
These include, but are not limited to any and all applicable taxes, shipping charges, special packaging or insurance, incurred on Buyers instructions.



	e.
	Prices
quoted are for products and services only, and do not include rights to intellectual property, know-how, technology, patents, trademarks, copyrights, or other
proprietary rights.



	f.
	Products
and services provided in accordance with Buyer's specifications, which are then changed by Buyer after quotation by Quallion or order placement, will be subject to
corresponding changes in price and delivery as determined by Quallion. 




Terms of Payment  


        Unless different terms of payment are stipulated on the Quallion quotation, payment of any services, engineering charges or tooling charges is due at the time of
order placement. Payment for products is due on shipment. Partial shipments if requested or authorized by the Buyer will be billed as a percent completion, which payment will be due on the partial
shipment. 


Transportation and Risk of Loss  


        All shipping will be FOB Quallion's plant, and risk of loss or damage to products shall pass upon delivery to the transportation company. Quallion may, but is not
obligated to insure to full value of product shipped at Buyers expense and declare full value to the transportation company at time of shipment. Buyer shall inspect all products upon receipt and file
all claims with the transportation company and with Quallion when there is damage, external or concealed. 



Performance  


        Quallion shall not be liable for any delay in delivery or other performance which is due to unforeseen circumstances or to causes beyond its control, including,
but not limited to strike, lockout, riot, war, fire, flood, earthquake, acts of God, accident, failure or breakdown of components necessary 










to
order completion, supplier, subcontractor, inability to obtain or substantial increases in the cost of labor, materials or manufacturing facilities, curtailment of or failure to obtain sufficient
electrical or other energy supplies; technical difficulties, or compliance with any governmental law, regulation or order, including but not limited to US Export Administration Regulations or Buyer
caused delays. Provided any such delay is not indefinite, performance shall be deemed suspended during and extended for such a time as it is so delayed, and thereafter the Buyer shall accept
performance. Delay in performance shall not be considered indefinite unless it exceeds or is reasonably estimated to exceed six (6) months. 


Acceptance  


        The furnishing of a product or service by Quallion to the Buyer shall constitute acceptance of that product by Buyer, unless notice of defect or nonconformity is
received by Quallion within thirty (30) days of delivery of product at Buyers designated delivery address. Notwithstanding the above, any use, sale or other disposition of a product by Buyer,
its agents, employees, contractors or licensees, for any purpose after its receipt, shall constitute acceptance of the product by the Buyer. 


Assignments and Terminations  


        No order accepted by Quallion may be terminated, cancelled, modified or assigned except through mutual agreement in writing. Any attempt to do so without
Quallion's written consent shall be void. 


Warranty  


        All products are warranted to meet Quallion's specifications, including Buyer's specifications, if any, which have been agreed upon in writing by Quallion.
Products are not warranted to meet Buyer's
specifications or changes to specifications not agreed upon in writing by Quallion. Products are not warranted unless Quallion receives written notice within 30 says after shipment describing the
products' failure to meet specifications, in which event, Quallion will decide whether to replace the products or refund any payment received for the product. Quallion makes no warranties except as
herein specified, and all other warranties are expressly excluded. 



Damages and Liability  


        QUALLION'S TOTAL LIABILITY IN DAMAGES OR OTHERWISE SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY QUALLION FOR THE UNIT OR PRODUCT OR SERVICE FURNISHED OR TO
BE FURNISHED, AS THE CASE MAY BY, RESULTING IN THE LOSS OR DAMAGE CLAIM. IN NO EVENT SHALL QUALLION BE LIABLE FOR INCIDENTAL. CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL LOSS OR DAMAGES OF ANY KIND,
SUCH AS, BUT NOT LIMITED TO, LOST BUSINESS REVENUE, LOST PROFITS OR COSTS OF DOWNTIME RESULTING FROM QUALLION'S PRODUCTS OR SERVICES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR ANY OTHER LEGAL THEORY. 


Indemnities  


        Notwithstanding any fault or negligence attributable to Quallion, Quallion shall have no responsibility whatsoever for, and Buyer shall indemnify, defend, and
hold Quallion harmless from any and all damage or injury to persons or property which may arise from or relate to 1) any use, operation, or service of any product contrary to any written
warning or instruction given by Quallion with respect to such product, including, but not limited to unauthorized use and/or modification of said product by the user, or 2) an liability for
Buyer with respect to OSHA toxic substances, air quality, water quality, hazardous waste, Superfund for other environmental liability including, but not limited to fines, penalties, cleanup costs or
tort related, to the use, operation, or service or any product, or 3) the design. manufacture, purchase. sale use or reuse of any Product provided as convenience to the Buyer but not
manufactured by Quallion and not listed as a Quallion product in a sales quotation or other official Quallion documentation. 









	Revision
	 	Description
	 	DAR Number
	 	Prepared By
	 	Release

Date

	1	 	PROTOTYPE RELEASE	 	B1365	 	KG	 	[*****]
	2	 	SEE DAR	 	B	 	 	 	 





       




       




       



CUSTOMER REQUIREMENT OF QC0025B FOR DEXCOM


       




       




       





	

Prepared By:	
 	

[*****]	
 	

Date:	
 	

[*****]	
 	

[Quallion Logo]
	Checked By:	 	[*****]	 	Date:	 	[*****]	 	12744 San Fernando Rd.

Sylmar, CA 91342
	Approved By:	 	[*****]	 	Date:	 	[*****]	 	Number	 	300456
	Next Assy:	 	 	 	Model No.	 	QC0025B	 	Sheet	 	1 of 3





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 


300181, Rev. A 









1.0   PURPOSE  


        This document defines the requirements for a lithium primary cell to be shipped to DexCom by Quallion LLC. 


2.0   SCOPE  


        This document applies to the QC0025B product. 



3.0   REFERENCE DOCUMENTS  


        PS 0013 Product Specification, QC0025B 


4.0   DEFINITIONS  



         4.1  [*****]



         4.2  [*****]



       




       





	[Quallion Logo]	 	Doc. No. 300456	 	Sheet 2 of 4	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 


300181, Rev. A 









Figure
1 


Battery
Drain Profile 


[*****] 


This
loading profile must yield an expected lifetime of [*****] 


	1.
	This
is the background draw that is present on the battery at all times. The [*****] allowed quiescent current is [*****].



	2.
	[*****]
is the [*****] on the battery. This occurs once [*****]. The [*****] draw will
be [*****]. [*****] will be at a [*****]. 



The
[*****] allowed is [*****] at the lowest point on the [*****]. 


5.0   RESPONSIBILITIES  


        [*****] 


6.0   GENERAL REQUIREMENTS  


        [*****] 


       




       





	[Quallion Logo]	 	Doc. No. 300456	 	Sheet 3 of 4	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 


300181, Rev. A 








[*****] 


      



      



       




       





	

[Quallion Logo]	
 	

Doc. No. 300456	
 	

Sheet 4 of 4	
 	

Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 


300181, Rev. A 










	Revision
	 	Description
	 	DAR Number
	 	Prepared By
	 	Release

Date

	1	 	PROTOTYPE RELEASE	 	B1364	 	KG	 	[*****]
	2	 	SEE DAR	 	B	 	 	 	 





       




       




       



PRODUCT SPECIFICATION, QC0025B


       




       




       





	

Prepared By:	
 	

[*****]	
 	

Date:	
 	

[*****]	
 	

[Quallion Logo]
	Checked By:	 	[*****]	 	Date:	 	[*****]	 	 	 	 
	Approved By:	 	[*****]	 	Date:	 	[*****]	 	Number	 	PS 0013
	Next Assy:	 	 	 	Model No.	 	QC0025B	 	Sheet	 	1 of 10





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 








1.0   PURPOSE  



This
specification defines the requirements for a custom lithium primary cell to be shipped to the customer by Quallion LLC. 




2.0   SCOPE  



        This document applies to the QC0025B product. 


3.0   REFERENCE DOCUMENTS  



	3.1.	 	MIL-STD-883	 	Test Methods Stand: Microcircuits
	

3.2.	
 	

ISTA	
 	

International Safe Transit Association
	

3.3.	
 	

I50-9000	
 	

International Organization for Standardization: Quality Management
	

3.4.	
 	

MIL-STD-202F	
 	

Test Method for Electrical and Electronic Component Parts
	

3.5.	
 	

EN45502-1	
 	

Active Implantable Medical Devices, Part 1
	

3.6.	
 	

TM 0006	
 	

Micronail Penetration Test, Quallion LLC
	

3.7.	
 	

UL1642	
 	

Standard for Safety: Lithium Batteries, 3rd edition






       




       





	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 2 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 








4.0   DEFINITIONS  



	4.1.
	BOL
Cells: Cells stored at room temperature for [*****] from the manufacturing date.



	4.2.
	EOL
Cells: Cells standard discharge.



	4.3.
	Standard
Discharge: Discharge at [*****] ohm load (around [*****]) until voltage drops to
[*****].



	4.4.
	OCV
(Open Circuit Voltage): The voltage of the cell without a load.



	4.5.
	SOC
(State of Charge): The state of charge of the cell as a percentage of total capacity. 0% SOC is defined as the charge state after Standard Discharge.



	4.6.
	Room
temperature (R.T.) denoted as [*****] 




       




       





	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 3 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 


300181, Rev. A 








5.0   CELL REQUIREMENTS  


        Note:



	1.
	All
specifications apply to [*****] cells unless otherwise noted.



	2.
	All
tests and measurements are taken at [*****] unless otherwise noted.



	5.1.
	Cell
shall meet the customer requirement specified in Appendix II.



	5.2.
	Mechanical 







	PROPERTIES
 
	 	CONDITIONS
	 	REQUIREMENT

	Dimensions	 	[*****]	 	Diameter: [*****]

Length:
 Please see Apendix III for cell drawing
	Weight	 	[*****]	 	[*****]
	Case Material	 	[*****]	 	[*****]
	Case Polarity	 	[*****]	 	[*****]
	Positive Feedthru Material	 	[*****]	 	[*****]
	Negative Feedthru Material	 	[*****]	 	[*****]
	Cell Marking	 	N/A	 	• Serial number

• Model number

• Manufacturer's Lot Code and Date Code
	Cell Hermeticity	 	[*****]	 	[*****]
	 	 	[*****]
 Please see Appendix I for test procedure	 	[*****]
	Feedthru Pin Strength	 	[*****]	 	[*****]






       



       





	

[Quallion Logo]	
 	

Doc. No. PS 0013	
 	

Sheet 4 of 10	
 	

Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 








	5.3.
	Electrochemical 







	PROPERTIES
 
	 	CONDITIONS
	 	REQUIREMENT

	Capacity	 	[*****] Standard [*****]	 	[*****] capacity: [*****]
	 	 	 	 	[*****] Capacity: [*****]
	Average Voltage	 	[*****]	 	Nominal [*****]
	Normal Operating Voltage Range	 	[*****]	 	[*****]
	Operating Discharge Temperature	 	[*****]	 	[*****]
	Preferred Storage Temperature	 	[*****]	 	[*****]
	Discharge Current	 	[*****]	 	[*****]
	Discharge Pulse Current	 	[*****]	 	[*****]
	AC Impedance	 	[*****]	 	[*****]






       



       





	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 5 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 








	5.4.
	Environment 







	PROPERTIES
 
	 	CONDITION
	 	REQUIREMENT

	Vibration Test	 	[*****]	 	After all tests, the cells shall have a [*****]. In addition, the cells shall meet all requirements specified in section 5.2. Mechanical
	Mechanical Shock Test	 	[*****]	 	 
	Drop Test	 	With feedthru protection per section 9.3 in place, [*****]	 	 
	Altitude Test	 	[*****]	 	 
	Temperature Shock Test	 	[*****]	 	 
	Humidity Test	 	[*****]	 	 
	High Temperature Storage	 	[*****]°C for [*****] hours	 	 
	Low Temperature Storage	 	[*****]°C for [*****] hours	 	 






	5.5.
	Safety








	PROPERTIES
 
	 	CONDITION
	 	REQUIREMENT

	External Short	 	[*****]	 	[*****]
	Over Discharge	 	[*****]	 	[*****]
	Crush	 	[*****]	 	[*****]
	Impact	 	[*****]	 	[*****]
	Hot Box	 	[*****]	 	[*****]
	Nail Penetration	 	[*****]	 	[*****]






       



       





	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 6 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 








6.0   SHIPPING AND STORAGE  



	6.1
	Storage
requirement 







	Temperature	 	Storage Period	 	Minimum Discharge Capacity [*****]
	[*****]	 	[*****]	 	[*****]






7.0   NOTIFICATION OF CHANGES  



	7.1.
	Quallion
LLC shall notify Customer of any changes in manufacturing processes, testing, raw materials, or design that affect form, interchangeability, reliability,
packaging, labeling, storage condition, fit or function so that the customer is able to evaluate the possible effects of such changes in its application. None of the changes specified above shall be
made without prior written permission from the customer. 




8.0   QUALITY ASSURANCE SYSTEM REQUIREMENT  



	8.1.
	The
cell is to be manufactured within a documented system in general accordance with the requirements of ISO-9000. The Customer has the right to periodically audit
Quallion LLC for compliance to this requirement. 






9.0   PACKAGING  



	9.1.
	Each
cell shall be packaged in such a manner as to be protected from physical damage, contamination, or short-circuiting when subjected to ISTA procedure 1A.



	9.2.
	The
cell shall be free of oils, grease, or ionic contamination.



	9.3.
	The
feedthrus shall be protected from damage by means of plastic covers. 




10.0   RETAINED SAMPLES  



	10.1.
	[*****]



	10.2.
	[*****]



	10.3.
	[*****]





11.0   DATA PACKAGE REQUIREMENT  



	11.1.
	Each
shipment shall contain [*****] 




      



      




	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 7 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 







Appendix I  


Test Procedures


[*****]
Test 


	1)
	[*****]



	2)
	Expose
the cell [*****].



	3)
	Remove
the cell from the [*****] and place it in [*****] for a [*****] after removal from the
[*****].



	4)
	Test
the cell [*****] no longer than [*****] after the [*****]. The [*****] elapsed time
between removal from [*****] and placement in the [*****]. The cell shall be in [*****] for no less than and no more than
[*****]. 



       




       




       





	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 8 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 



300181, Rev. A 







Appendix II

Customer Requirement  


DOCUMENT #

300456  


       



       




       




       





	[Quallion Logo]	 	Doc. No. PS 0013	 	Sheet 9 of 10	 	Rev. 2





This document, and any attachment, contains CONFIDENTIAL and PROPRIETARY information that is the property of Quallion LLC. This document and the information
herein may not, in whole or in part, be duplicated, disclosed, or used for design, manufacturing, or other purposes without the prior written permission of Quallion LLC 


300181, Rev. A 









      



      



      



       



[*****]



       




       




      



      









   QUALIFICATION PLAN  



	Date:	 	May 21st, 2003
	

Customer Name	
 	

DexCom Inc.
	

Product:.	
 	

QC0025B
	

Revision:	
 	

C
	

Reference Document:	
 	

Product Specification for QC0025B, Doc._PS0013

Customer Requirement, Doc._300456




STANDARD TESTING (per PS 0013)  



	REF
	 	SPECIFICATION
	 	[*****]
	 	[*****]
	 	[*****]
	 	Other

	5.2	 	Mechanical	 	 	 	 	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	5.3	 	Electrochemical	 	 	 	 	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	X	 	 	 	 	 	 
	5.4	 	Environment	 	 	 	 	 	 	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	 	 	X
	 	 	[*****]	 	 	 	 	 	 	 	X
	 	 	[*****]	 	 	 	 	 	X	 	 





CONFIDENTIAL  


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	5.5	 	Safety	 	 	 	 	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	X	 	 	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	 	 	[*****]	 	 	 	 	 	X	 	 
	6.0.	 	Shelf Life	 	 	 	 	 	 	 	X
	9.0	 	Packaging (ISTA) (3)	 	 	 	 	 	X	 	 





CONFIDENTIAL  


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STANDARD TESTING (per 300456)  



	REF
	 	SPECIFICATION
	 	6/9/2003
	 	9/9/2003
	 	12/9/2003
	 	Other

	 	 	[*****]	 	 	 	[*****]	 	 	 	 
	 	 	[*****]	 	 	 	 	 	 	 	[*****]
	 	 	[*****]	 	 	 	 	 	 	 	[*****]
	 	 	[*****]	 	 	 	 	 	[*****]	 	 





CONFIDENTIAL  


Page 3 of 3











QuickLinks



Exhibit 10.11