Common use of Acceptance Process Clause in Contracts

Acceptance Process. 3.9.1 Verily may, at any time, request DexCom’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that is subject to a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall provide DexCom’s Technical Lead with access to review and evaluate the Completed Deliverables. The Technical Leads shall promptly review the Completed Deliverables and confer on whether the Completed Deliverables meet the applicable Specifications [***], and shall, no later than ten (10) calendar days after the date of the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development Completion. 3.9.2 If the Technical Leads unanimously agree to reject the Completed Deliverables, then the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement).

Acceptance Process. 3.9.1 Verily mayContractor shall develop a WAHBE-approved Project Plan and shall deliver the Deliverables, at any time, request DexCom’s acceptance that it has achieved Development Completion with respect which meet the requirements and specifications established by WAHBE pursuant to any deliverable, Product, or Verily Service, or any component thereof that is subject to a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”)this Contract. Verily shall provide DexCom’s Technical Lead with access Times to review and evaluate correct Deliverables shall be in the Completed Project plan. WAHBE shall have the right to review the Deliverables following Contractor’s delivery of each to WAHBE to determine whether the Deliverables have Defects or fail to meet WAHBE’s satisfaction, and to either: reject a Deliverable if it has Defects or fails to meet WAHBE’s satisfaction; or to accept each Deliverable if it has no such Defects and meets WAHBE’s satisfaction. If WAHBE rejects the Deliverable, Contractor shall, promptly correct all such Defects and, thereafter, WAHBE shall again review the Deliverables. The Technical Leads shall promptly review If Contractor is not able to correct all Defects in the Completed Deliverables and confer on whether have them meet WAHBE’s satisfaction within 30 calendar days following their receipt by WAHBE, WAHBE shall have the Completed Deliverables meet right to: (a) continue reviewing the Deliverable and require Contractor to continue until Defects are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable for further review; (c) set-off from the amounts for such Deliverable to the extent WAHBE determines the Defects for the Deliverable have not been corrected and provide Acceptance for the applicable Specifications [***], and shall, no later than ten Deliverable; or (10d) calendar days after the date completion of the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development Completion. 3.9.2 If the Technical Leads unanimously agree to reject the Completed Deliverables, then the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in this Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect and providing notice of default to such Completed DeliverableContractor, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Daysterminate this Contract. In the event that the Chief Executives are unable of any such termination, Contractor shall return all payments previously made to reach agreement with respect to Contractor under this Contract for such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement)Deliverable.

Acceptance Process. 3.9.1 Verily may, at any time, request DexCom(a) The authority of the IT Vendor to provide Relevant Businesses with the capacity to access and use the Gateway by the use of the IT Vendor’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that Gateway Interface is subject to the condition that the IT Vendor’s Gateway Interface passes the Acceptance Testing conducted by eRx under this clause. (b) Unless otherwise agreed in writing, Acceptance of the IT Vendor’s Gateway Interface shall be conditional upon that IT Vendor’s Gateway Interface having successfully completed in all respects the Acceptance Testing. (c) Following notification that the IT Vendor’s Gateway Interface is ready for Acceptance Testing, the IT Vendor, with eRx’ assistance, will operate the IT Vendor’s Gateway Interface for a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification period not to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall provide DexCom’s Technical Lead with access to review and evaluate the Completed Deliverables. The Technical Leads shall promptly review the Completed Deliverables and confer on whether the Completed Deliverables meet the applicable Specifications [***], and shall, no later than exceed ten (10) calendar days after Business Days to determine whether or not the date of IT Vendor’s Gateway Interface conforms in all respects to the requirements set out within the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development CompletionTest Specification. 3.9.2 If (d) If, in eRx’ reasonable opinion, the Technical Leads unanimously agree IT Vendor’s Gateway Interface fails to reject successfully complete Acceptance Testing, eRx shall notify the Completed Deliverables, then IT Vendor of such failure in writing within five (5) Business Days after completion of Acceptance Testing and the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than IT Vendor shall have twenty (20) calendar days Business Days after receipt of notice to correct, modify, or improve the date IT Vendor’s Gateway Interface so that it conforms to the Acceptance Test Specification. Thereafter, the IT Vendor shall have ten (10) Business Days in which to re- conduct Acceptance Testing specified above. This process shall be repeated four times and if at the conclusion of the Acceptance Submission Noticefourth attempt the IT Vendor’s Gateway Interface is not Accepted (after due allowance for any delay on the part of eRx not otherwise caused or contributed to by any act, omission or delay of the IT Vendor), then eRx, may take the actions specified in paragraph (f) and/or charge the IT Vendor such reasonable fees as eRx requires for repeated testing of the IT Vendor’s Gateway Interface. If any such fees are charged by eRx, the Executive Sponsors shall review fees must be paid by the recommendation(sIT Vendor before eRx is required to undertake any further or additional Acceptance Testing. (e) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface successfully completes the Acceptance Testing, then eRx will promptly confirm Acceptance to the IT Vendor in writing. (f) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface fails to successfully complete the Acceptance Testing then, eRx may elect to: (1) extend the time for the completion of Acceptance Testing which includes increasing the number of permitted attempts from four to such greater number as eRx in its absolute discretion thinks fit; (2) accept the IT Vendor’s Gateway Interface upon terms acceptable to the parties; or (3) terminate this Agreement in accordance with clause 13. (g) If the IT Vendor’s Gateway Interface is Accepted then: this Agreement will continue for the remainder of the Technical Leads Term on the terms and determine whether conditions of this Agreement, including the fee arrangements set out in clause 8.; and Commented [TF19]: Changes made to accept incorporate the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection new fees and introduce a revised invoicing structure. (1) IT Vendor shall be made by a unanimous decision at all reasonable times and subject to reasonable notice give access to eRx and its nominees to those parts of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back IT Vendor’s premises where all records and information of whatever nature relating to the Technical Leads IT Vendor’s Gateway Interface are kept or otherwise maintained so that eRx and its nominees can easily inspect such records and information for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1purpose of ensuring that IT Vendor is complying with its obligations under this Agreement including without limitation the current SDS. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement).

Acceptance Process. 3.9.1 Verily may, at any time, request DexCom(a) The authority of the IT Vendor to provide Relevant Businesses with the capacity to access and use the Gateway by the use of the IT Vendor’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that Gateway Interface is subject to the condition that the IT Vendor’s Gateway Interface passes the Acceptance Testing conducted by eRx under this clause. (b) Unless otherwise agreed in writing, Acceptance of the IT Vendor’s Gateway Interface shall be conditional upon that IT Vendor’s Gateway Interface having successfully completed in all respects the Acceptance Testing. (c) Following notification that the IT Vendor’s Gateway Interface is ready for Acceptance Testing, the IT Vendor, with eRx’ assistance, will operate the IT Vendor’s Gateway Interface for a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification period not to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall provide DexCom’s Technical Lead with access to review and evaluate the Completed Deliverables. The Technical Leads shall promptly review the Completed Deliverables and confer on whether the Completed Deliverables meet the applicable Specifications [***], and shall, no later than exceed ten (10) calendar days after Business Days to determine whether or not the date of IT Vendor’s Gateway Interface conforms in all respects to the requirements set out within the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development CompletionTest Specification. 3.9.2 If (d) If, in eRx’ reasonable opinion, the Technical Leads unanimously agree IT Vendor’s Gateway Interface fails to reject successfully complete Acceptance Testing, eRx shall notify the Completed Deliverables, then IT Vendor of such failure in writing within five (5) Business Days after completion of Acceptance Testing and the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than IT Vendor shall have twenty (20) calendar days Business Days after receipt of notice to correct, modify, or improve the date IT Vendor’s Gateway Interface so that it conforms to the Acceptance Test Specification. Thereafter, the IT Vendor shall have ten (10) Business Days in which to re- conduct Acceptance Testing specified above. This process shall be repeated four times and if at the conclusion of the Acceptance Submission Noticefourth attempt the IT Vendor’s Gateway Interface is not Accepted (after due allowance for any delay on the part of eRx not otherwise caused or contributed to by any act, omission or delay of the IT Vendor), then eRx, may take the actions specified in paragraph (f) and/or charge the IT Vendor such reasonable fees as eRx requires for repeated testing of the IT Vendor’s Gateway Interface. If any such fees are charged by eRx, the Executive Sponsors shall review fees must be paid by the recommendation(sIT Vendor before eRx is required to undertake any further or additional Acceptance Testing. (e) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface successfully completes the Acceptance Testing, then eRx will promptly confirm Acceptance to the IT Vendor in writing. (f) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface fails to successfully complete the Acceptance Testing then, eRx may elect to: (1) extend the time for the completion of Acceptance Testing which includes increasing the number of permitted attempts from four to such greater number as eRx in its absolute discretion thinks fit; (2) accept the IT Vendor’s Gateway Interface upon terms acceptable to the parties; or (3) terminate this Agreement in accordance with clause 13. (g) If the IT Vendor’s Gateway Interface is Accepted then Commented [TF16]: Changes made to incorporate the new fees and introduce a revised invoicing structure. this Agreement will continue for the remainder of the Technical Leads Term on the terms and determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision conditions of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement), including the fee arrangements set out in clause 8.

Acceptance Process. 3.9.1 Verily may, at any time, request DexCom’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that is subject to a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall provide DexCom’s Technical Lead with access to review and evaluate the Completed Deliverables. The Technical Leads shall promptly review the Completed Deliverables and confer on whether the Completed Deliverables meet the applicable Specifications [***], and shall, no later than ten (10) calendar days after the date of the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development Completion. 3.9.2 If the Technical Leads unanimously agree to reject the Completed Deliverables, then the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ Verily has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement).

Acceptance Process. 3.9.1 Verily may, at any time, request DexCom(a) The authority of the IT Vendor to provide Relevant Businesses with the capacity to access and use the Gateway by the use of the IT Vendor’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that Gateway Interface is subject to the condition that the IT Vendor’s Gateway Interface passes the Acceptance Testing conducted by eRx under this clause. (b) Unless otherwise agreed in writing, Acceptance of the IT Vendor’s Gateway Interface shall be conditional upon that IT Vendor’s Gateway Interface having successfully completed in all respects the Acceptance Testing. (c) Following notification that the IT Vendor’s Gateway Interface is ready for Acceptance Testing, the IT Vendor, with eRx’ assistance, will operate the IT Vendor’s Gateway Interface for a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification period not to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall provide DexCom’s Technical Lead with access to review and evaluate the Completed Deliverables. The Technical Leads shall promptly review the Completed Deliverables and confer on whether the Completed Deliverables meet the applicable Specifications [***], and shall, no later than exceed ten (10) calendar days after Business Days to determine whether or not the date of IT Vendor’s Gateway Interface conforms in all respects to the requirements set out within the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development CompletionTest Specification. 3.9.2 If (d) If, in eRx’ reasonable opinion, the Technical Leads unanimously agree IT Vendor’s Gateway Interface fails to reject successfully complete Acceptance Testing, eRx shall notify the Completed Deliverables, then IT Vendor of such failure in writing within five (5) Business Days after completion of Acceptance Testing and the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than IT Vendor shall have twenty (20) calendar days Business Days after receipt of notice to correct, modify, or improve the date IT Vendor’s Gateway Interface so that it conforms to the Acceptance Test Specification. Thereafter, the IT Vendor shall have ten (10) Business Days in which to re-conduct Acceptance Testing specified above. This process shall be repeated four times and if at the conclusion of the Acceptance Submission Noticefourth attempt the IT Vendor’s Gateway Interface is not Accepted (after due allowance for any delay on the part of eRx not otherwise caused or contributed to by any act, omission or delay of the IT Vendor), then eRx, may take the actions specified in paragraph (f) and/or charge the IT Vendor such reasonable fees as eRx requires for repeated testing of the IT Vendor’s Gateway Interface. If any such fees are charged by eRx, the Executive Sponsors shall review fees must be paid by the recommendation(sIT Vendor before eRx is required to undertake any further or additional Acceptance Testing. (e) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface successfully completes the Acceptance Testing, then eRx will promptly confirm Acceptance to the IT Vendor in writing. (f) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface fails to successfully complete the Acceptance Testing then, eRx may elect to: (1) extend the time for the completion of Acceptance Testing which includes increasing the number of permitted attempts from four to such greater number as eRx in its absolute discretion thinks fit; (2) accept the IT Vendor’s Gateway Interface upon terms acceptable to the parties; or (3) terminate this Agreement in accordance with clause 13. (g) If the IT Vendor’s Gateway Interface is Accepted then this Agreement will continue for the remainder of the Technical Leads Term on the terms and determine whether to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision conditions of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back to the Technical Leads for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement), including the fee arrangements set out in clause 7.

Acceptance Process. 3.9.1 Verily may, at any time, request DexCom(a) The authority of the IT Vendor to provide Relevant Businesses with the capacity to access and use the Gateway by the use of the IT Vendor’s acceptance that it has achieved Development Completion with respect to any deliverable, Product, or Verily Service, or any component thereof that Gateway Interface is subject to the condition that the IT Vendor’s Gateway Interface passes the Acceptance Testing conducted by eRx under this clause. (b) Unless otherwise agreed in writing, Acceptance of the IT Vendor’s Gateway Interface shall be conditional upon that IT Vendor’s Gateway Interface having successfully completed in all respects the Acceptance Testing. (c) Following notification that the IT Vendor’s Gateway Interface is ready for Acceptance Testing, the IT Vendor, with eRx’ assistance, will operate the IT Vendor’s Gateway Interface for a Product Development Deadline (the “Completed Deliverables”) by providing written or email notification period not to DexCom’s Technical Lead of such request (“Acceptance Submission Notice”). Verily shall provide DexCom’s Technical Lead with access to review and evaluate the Completed Deliverables. The Technical Leads shall promptly review the Completed Deliverables and confer on whether the Completed Deliverables meet the applicable Specifications [***], and shall, no later than exceed ten (10) calendar days after Business Days to determine whether or not the date of IT Vendor’s Gateway Interface conforms in all respects to the requirements set out within the Acceptance Submission Notice, make a single (unanimous) or separate (split) recommendation(s) to the Executive Sponsors as to whether the Completed Deliverables should be accepted and be deemed to have achieved Development CompletionTest Specification. 3.9.2 If (d) If, in eRx’ reasonable opinion, the Technical Leads unanimously agree IT Vendor’s Gateway Interface fails to reject successfully complete Acceptance Testing, eRx shall notify the Completed Deliverables, then IT Vendor of such failure in writing within five (5) Business Days after completion of Acceptance Testing and the Presenting Party may rescind such Acceptance Submission Notice and resubmit such Completed Deliverable using the process set forth in Section 3.9.1. 3.9.3 If the Technical Leads make a single (unanimous) recommendation that a Party has achieved such Development Completion with respect to such Completed Deliverable, then, no later than IT Vendor shall have twenty (20) calendar days Business Days after receipt of notice to correct, modify, or improve the date IT Vendor’s Gateway Interface so that it conforms to the Acceptance Test Specification. Thereafter, the IT Vendor shall have ten (10) Business Days in which to re- conduct Acceptance Testing specified above. This process shall be repeated four times and if at the conclusion of the Acceptance Submission Noticefourth attempt the IT Vendor’s Gateway Interface is not Accepted (after due allowance for any delay on the part of eRx not otherwise caused or contributed to by any act, omission or delay of the IT Vendor), then eRx, may take the actions specified in paragraph (f) and/or charge the IT Vendor such reasonable fees as eRx requires for repeated testing of the IT Vendor’s Gateway Interface. If any such fees are charged by eRx, the Executive Sponsors shall review fees must be paid by the recommendation(sIT Vendor before eRx is required to undertake any further or additional Acceptance Testing. (e) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface successfully completes the Acceptance Testing, then eRx will promptly confirm Acceptance to the IT Vendor in writing. (f) If, in the reasonable opinion of eRx, the IT Vendor’s Gateway Interface fails to successfully complete the Acceptance Testing then, eRx may elect to: (1) extend the time for the completion of Acceptance Testing which includes increasing the number of permitted attempts from four to such greater number as eRx in its absolute discretion thinks fit; (2) accept the IT Vendor’s Gateway Interface upon terms acceptable to the parties; or (3) terminate this Agreement in accordance with clause 13. (g) If the IT Vendor’s Gateway Interface is Accepted then: this Agreement will continue for the remainder of the Technical Leads Term on the terms and determine whether conditions of this Agreement, including the fee arrangements set out in clause 8.; and (1) IT Vendor shall at all reasonable times and subject to accept the Completed Deliverables as meeting the Specifications or reject the Completed Deliverables as not meeting the Specifications, which acceptance or rejection shall be made by a unanimous decision reasonable notice give access to eRx and its nominees to those parts of the Executive Sponsors. If the Executive Sponsors unanimously agree to accept a Completed Deliverable, then Verily will be deemed to have achieved Development Completion with respect to such Completed Deliverable. If the Executive Sponsors unanimously agree to reject a Completed Deliverable, then the Completed Deliverable shall be referred back IT Vendor’s premises where all records and information of whatever nature relating to the Technical Leads IT Vendor’s Gateway Interface are kept or otherwise maintained so that eRx and its nominees can easily inspect such records and information for review and remediation, and Verily may resubmit such Completed Deliverable using the process set forth in Section 3.9.1purpose of ensuring that IT Vendor is complying with its obligations under this Agreement including without limitation the current SDS. 3.9.4 If the Technical Leads make a separate (split) recommendation regarding whether ▇▇▇▇▇▇ has achieved Development Completion with respect to such Completed Deliverable, then, no later than twenty (20) calendar days after the date of the Acceptance Submission Notice, the Executive Sponsors shall review the recommendation(s) of the Technical Leads and attempt to resolve the differences in the recommendations. If the Executive Sponsors are unable to reach a unanimous decision in such time, then the matter shall be referred to the Chief Executives of DexCom and Verily for resolution by good faith discussions for a period of at least fifteen (15) Business Days. In the event that the Chief Executives are unable to reach agreement with respect to such matter within such fifteen (15) Business Days, then the dispute shall be resolved pursuant to Article 13, provided that each Party shall retain final decision-making authority with respect to the implementation of its own responsibilities under the [***] (so long as in compliance with this Agreement).