By DexCom. DexCom warrants and represents to Tandem that (i) DexCom has the full right and authority to enter into this Agreement and grant the rights granted herein; (ii) DexCom has not previously granted and will not grant any right in conflict with any of the rights granted herein; (iii) to DexCom’s knowledge on the Effective Date, there is no existing or threatened action, suit or claim pending against it with respect to its right to enter into and perform its obligations under this Agreement.
By DexCom. Dexcom shall defend, indemnify and hold harmless Roche and its Affiliates, and each of their respective directors, officers, employees, and agents, and their respective successors and permitted assigns (collectively, the “Roche Indemnitees”) from and against any and all claims, actions, causes of action, liabilities, losses, costs, expenses, or damages, including reasonable attorneys’ fees (collectively, “Claims”) against any of (a) the Display Specifications, (b) G5 System, (c) any Work Product or the exploitation or use of such Work Product by the Roche Indemnitees, or (d) any process created or utilized by Dexcom in connection with the performance of Services by Dexcom, for infringement or misappropriation of any patent, copyright, trade secret or other intellectual property or proprietary right of another person or entity.
By DexCom. DexCom hereby warrants and undertakes that it has established and will maintain quality management systems in respect of the design, manufacture, quality assurance and testing of the Seven System which have been and will remain in compliance with FDA QSR requirements and any reasonably necessary requirements for commercializing the Integrated System in jurisdictions outside the United States as determined by Animas. Animas shall make reasonable and necessary financial contributions to DexCom, in amounts and at times agreed to by the Steering Committee, to offset at least a portion of DexCom’s expenses in complying with this paragraph.
By DexCom. DexCom hereby warrants and undertakes that it has established and will maintain quality management systems in respect of the design, manufacture, quality assurance and testing of the G4 System which have been and will remain in compliance with FDA QSR requirements.
