Tandem Diabetes Care Inc Sample Contracts

Tandem Diabetes Care Inc – DEVELOPMENT AGREEMENT (November 9th, 2018)

This Development Agreement (this “Agreement”) is made and entered into on June 4, 2015 (the “Effective Date”) by and between Tandem Diabetes Care, Inc., a Delaware corporation, having a principal place of business at 11045 Roselle St., San Diego, CA 92121 (“Tandem”) and DexCom, Inc., a Delaware corporation, having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”).

Tandem Diabetes Care Inc – DEVELOPMENT AGREEMENT (November 1st, 2018)

This Development Agreement (this “Agreement”) is made and entered into on June 4, 2015 (the “Effective Date”) by and between Tandem Diabetes Care, Inc., a Delaware corporation, having a principal place of business at 11045 Roselle St., San Diego, CA 92121 (“Tandem”) and DexCom, Inc., a Delaware corporation, having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”).

Tandem Diabetes Care Inc – TANDEM DIABETES CARE, INC. (a Delaware corporation) 3,508,770 Shares of Common Stock UNDERWRITING AGREEMENT (August 3rd, 2018)

Tandem Diabetes Care, Inc., a Delaware corporation (the "Company"), confirms its agreement with Oppenheimer & Co. Inc. ("Oppenheimer") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Oppenheimer is acting as representative (in such capacity, the "Representative"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company ("Common Stock") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 526,315 additional shares of Common Stock.  The aforesaid 3,508,770 shares of Common Stock (the "Initial Securities") to be purchased by the Unde

Tandem Diabetes Care Inc – 2018 COMPENSATION AGREEMENT (July 30th, 2018)

This 2018 Compensation Agreement (“Compensation Agreement”) is made and entered into effective as of January 5, 2018 by and between Tandem Diabetes Care, Inc. (the “Company”) and Kim Blickenstaff (“Executive”) with reference to the following facts and intentions:

Tandem Diabetes Care Inc – Tandem Diabetes Care, Inc. 2018 Sr. Management Cash Bonus Plan (July 30th, 2018)

The Tandem Diabetes Care, Inc. 2018 Sr. Management Cash Bonus Plan (the “Bonus Plan”) has been designed to align plan participants with the business goals and strategies of Tandem Diabetes Care, Inc. (“Tandem” or the “Company”) and to further the objectives of the Company’s executive compensation program. This Bonus Plan is an important part of the Company’s commitment to recognizing key employees who contribute to the achievement of important Company performance goals. Specifically, the objectives of the Bonus Plan are as follows:

Tandem Diabetes Care Inc – Tandem Diabetes Care Announces FDA Approval of t:slim X2 Insulin Pump with Basal-IQ Technology (June 22nd, 2018)

Tandem’s Basal-IQ algorithm is designed to look 30 minutes into the future to predict where glucose levels are heading. The device suspends insulin delivery when low glucose is predicted, then automatically resumes insulin delivery once glucose levels begin to rise. Use of the t:slim X2 Pump with Basal-IQ technology in the pivotal clinical study demonstrated a 31 percent relative reduction in time spent below 70 mg/dL, with no rebound hyperglycemia compared to a CGM-enabled insulin pump without the feature.

Tandem Diabetes Care Inc – Tandem Diabetes Care Receives CE Mark for t:slim X2 Insulin Pump (May 1st, 2018)

The simple-to-use t:slim X2 Insulin Pump includes advanced features like a large color touchscreen, rechargeable battery, USB connectivity and watertight construction (IPX7)2. It is the only pump that integrates with Dexcom G5 Mobile CGM, and the first CGM-enabled pump approved to let users make treatment decisions without pricking their finger.3 The t:slim X2 Pump is up to 38% smaller than other insulin pumps and holds up to 300 units of insulin.4

Tandem Diabetes Care Inc – TANDEM DIABETES CARE, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities (April 26th, 2018)

INDENTURE, dated as of [•], 20 , among Tandem Diabetes Care, Inc., a Delaware corporation (the “Company”), and[TRUSTEE], as trustee (the “Trustee”):

Tandem Diabetes Care Inc – Tandem Diabetes Care Announces 2017 Financial Results (March 1st, 2018)

San Diego, March 1, 2018 – Tandem Diabetes Care®, Inc. (NASDAQ: TNDM), a medical device company and manufacturer of the only touchscreen insulin pumps available in the United States, today reported its financial results for the year and quarter ended December 31, 2017 and financial guidance for the year ending December 31, 2018.

Tandem Diabetes Care Inc – Waiver AND AMENDMENT NO. 5 TO TERM LOAN AGREEMENT (February 7th, 2018)

THIS Waiver AND AMENDMENT NO. 5 (this “Agreement”), dated as of February 5, 2018, is made among TANDEM DIABETES CARE, INC., a Delaware corporation (the “Borrower”) and the financial institutions listed on the signature pages hereof under the heading “EXISTING TERM LOAN LENDERS” (each a “Lender” and, collectively, the “Lenders”).

Tandem Diabetes Care Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TANDEM DIABETES CARE, INC. (January 29th, 2018)

ONE: He is the President and Chief Executive Officer of Tandem Diabetes Care, Inc., a Delaware corporation (the “Corporation”).

Tandem Diabetes Care Inc – Dated: [•], 2018 TANDEM DIABETES CARE, INC., a Delaware corporation [•] Shares of Common Stock UNDERWRITING AGREEMENT (January 29th, 2018)
Tandem Diabetes Care Inc – December 7, 2017 John Cajigas 7470 La Mantanza San Diego, CA 92127 (January 16th, 2018)

This letter sets forth the arrangement that the Company is offering, and the terms and conditions that apply if you accept it.  Please read this carefully and feel free to call me if you have any questions.  If the terms set forth in this letter are acceptable, you will need to sign and date the enclosed copy of this letter and return it to me within the time limits set forth below.  Once this letter agreement takes effect, it will become a legally binding contract between you and the Company on the following terms:

Tandem Diabetes Care Inc – AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT (January 16th, 2018)

This Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of August 2, 2017 (the “Effective Date”), by and between Leigh Vosseller (the “Employee”) and Tandem Diabetes Care, Inc. (the “Company”). The parties previously entered into an Employment Severance Agreement, dated November 4, 2013 (the “Previous Agreement”), and now desire to amend and restate the Previous Agreement in its entirety as set forth herein. The parties hereby agree as follows:

Tandem Diabetes Care Inc – FOURTH AMENDMENT TO LEASE (January 3rd, 2018)

THIS FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is made as of December 27, 2017, by and between ARE-11025/11075 ROSELLE STREET, LLC, a Delaware limited liability company (“Landlord”), and TANDEM DIABETES CARE, INC., a Delaware corporation (“Tenant”).

Tandem Diabetes Care Inc – FIRST AMENDMENT TO LEASE (January 3rd, 2018)

THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of December 27, 2017, by and between ARE-11025/11075 ROSELLE STREET, LLC, a Delaware limited liability company (“Landlord”), and TANDEM DIABETES CARE, INC., a Delaware corporation (“Tenant”).

Tandem Diabetes Care Inc – Tandem Diabetes Care Reports Third Quarter 2017 Financial Results (October 26th, 2017)

Between July 2016 and September 2017, the Company offered eligible customers a Technology Upgrade Program to provide a pathway to ownership of the t:slim X2 Insulin Pump that now offers integration with Dexcom G5® Mobile Continuous Glucose Monitoring. As previously announced, because of the accounting treatment of this program, the Company is now providing selected financial results on both a GAAP and non-GAAP basis.

Tandem Diabetes Care Inc – DEVELOPMENT AGREEMENT (October 26th, 2017)

This Development Agreement (this “Agreement”) is made and entered into on June 4, 2015 (the “Effective Date”) by and between Tandem Diabetes Care, Inc., a Delaware corporation, having a principal place of business at 11045 Roselle St., San Diego, CA 92121 (“Tandem”) and DexCom, Inc., a Delaware corporation, having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”).

Tandem Diabetes Care Inc – and Series A Warrants to Purchase up to 4,630,000 Shares of Common Stock Series B Warrants to Purchase up to 4,630,000 Shares of Common Stock UNDERWRITING AGREEMENT (October 13th, 2017)

Tandem Diabetes Care, Inc., a Delaware corporation (the "Company"), confirms its agreement with Oppenheimer & Co. Inc. ("Oppenheimer") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Oppenheimer is acting as representative (in such capacity, the "Representative"), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of (x) shares (the "Shares") of Common Stock, par value $0.001 per share, of the Company ("Common Stock") set forth in Schedule A hereto, (y) Series A warrants to purchase up to an aggregate of 4,630,000 shares of Common Stock (the "Series A Warrants") and (z) Series B warrants to purchase up to an aggregate of 4,630,000 shares of Common Stock (the "Series B Warrants" and  together with the Series A Warrants, the "Warrants") set f

Tandem Diabetes Care Inc – Series A Warrant To Purchase Common Stock (October 13th, 2017)

Tandem Diabetes Care, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after October [        ], 2017 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares").  Except as otherwise defined herein, capitalized terms in this Series A Warrant to Purchase Common Stock (including any Series A Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "W

Tandem Diabetes Care Inc – October 13, 2017 (October 13th, 2017)

You have requested our opinion with respect to certain matters in connection with the offer and sale by Tandem Diabetes Care, Inc., a Delaware corporation (the “Company”), of (i) 4,630,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), (ii) Series A Warrants to purchase 4,630,000 shares of Common Stock (the “Series A Warrants”), (iii) Series B Warrants to purchase 4,630,000 shares of Common Stock (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”), and (iv) the shares of Common Stock issuable upon exercise of the Warrants in accordance with their respective terms (the “Warrant Shares”) pursuant to a Registration Statement on Form S-3 (File No. 333-200686) (the “Initial Registration Statement”) filed with, and declared effective by, the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus which forms a part of the

Tandem Diabetes Care Inc – Series B Warrant To Purchase Common Stock (October 13th, 2017)

Tandem Diabetes Care, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after October [        ], 2017 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares").  Except as otherwise defined herein, capitalized terms in this Series B Warrant to Purchase Common Stock (including any Series B Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "W

Tandem Diabetes Care Inc – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TANDEM DIABETES CARE, INC., a Delaware corporation (October 10th, 2017)

Tandem Diabetes Care, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify that:

Tandem Diabetes Care Inc – EQUITY DISTRIBUTION AGREEMENT (July 27th, 2017)
Tandem Diabetes Care Inc – Tandem Diabetes Care Reports Second Quarter 2017 Financial Results (July 27th, 2017)

In July 2016, the Company began offering eligible customers a Technology Upgrade Program to provide a pathway to ownership of the t:slim X2 Insulin Pump, which launched in October 2016. As previously announced, because of the accounting treatment of this program, the Company is now providing selected financial results on both a GAAP and non-GAAP basis, however for the second quarter of 2017, non-GAAP results were consistent with GAAP results.

Tandem Diabetes Care Inc – Tandem Diabetes Care Reports First Quarter 2017 Financial Results (April 27th, 2017)

In July 2016, the Company began offering eligible customers a Technology Upgrade Program to provide a pathway to ownership of the new t:slim X2™ Insulin Pump, which launched in October 2016. As previously announced, because of the accounting treatment of this program, the Company is now providing selected financial results on both a GAAP and non-GAAP basis.

Tandem Diabetes Care Inc – TANDEM DIABETES CARE, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENT (March 22nd, 2017)
Tandem Diabetes Care Inc – WAIVER AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (March 8th, 2017)

THIS WAIVER AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of March 7, 2017, is made among TANDEM DIABETES CARE, INC., a Delaware corporation (the “Borrower”) and the financial institutions listed on the signature pages hereof under the heading “EXISTING TERM LOAN LENDERS” (each a “Lender” and, collectively, the “Lenders”).

Tandem Diabetes Care Inc – Tandem Diabetes Care Reports 2016 Financial Results (March 8th, 2017)

In July 2016, the Company began offering eligible t:slim® and t:slim G4™ Insulin Pump customers a Technology Upgrade Program to provide a pathway to ownership of the new t:slim X2™ Insulin Pump, which launched in October 2016.  As a result of this program, and as previously announced, the Company is now providing selected financial results on both a GAAP and non-GAAP basis.

Tandem Diabetes Care Inc – FORM OF WARRANT TO PURCHASE STOCK (March 8th, 2017)

This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Waiver and Amendment No. 4 to that certain Amended and Restated Term Loan Agreement, dated as of April 4, 2014, as previously amended by (i) that certain Consent and Amendment Agreement, dated as of June 20, 2014, (ii) that certain Omnibus Amendment Agreement No. 2, dated as of February 23, 2015, and (iii) that certain Amendment No. 3 to Term Loan Agreement, dated as of January 8, 2016 between the Company, as borrower, and Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II L.P., Capital Royalty Partners II (Cayman) L.P. and Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P. as lenders (the “Term Loan Agreement”).

Tandem Diabetes Care Inc – Tandem Diabetes Care Reports Third Quarter 2016 Financial Results (November 1st, 2016)

San Diego, November 1, 2016 – Tandem Diabetes Care®, Inc. (NASDAQ: TNDM), a medical device company and manufacturer of the only touchscreen insulin pumps available in the United States, today reported its financial results for the quarter ended September 30, 2016 and updated its financial guidance for the year ending December 31, 2016.

Tandem Diabetes Care Inc – LEASE AGREEMENT (July 28th, 2016)

THIS LEASE AGREEMENT (this “Lease”) is made this 30th day of June, 2016, between ARE-SD REGION NO. 36, LLC, a Delaware limited liability company (“Landlord”), and TANDEM DIABETES CARE, INC., a Delaware corporation (“Tenant”).

Tandem Diabetes Care Inc – Tandem Diabetes Care and TypeZero Technologies Announce License Agreement to Accelerate Development and Commercialization of Closed-Loop Artificial Pancreas System (July 21st, 2016)

San Diego, July 21, 2016 – Tandem Diabetes Care®, Inc. (NASDAQ: TNDM), a medical device company and manufacturer of a family of innovative touchscreen insulin pumps, and TypeZero Technologies, LLC, a digital health and personalized medicine company, today announced that they have entered into a License Agreement allowing Tandem to integrate TypeZero’s artificial pancreas (“AP”) technology into a next-generation t:slim® Insulin Pump. TypeZero’s AP technology includes a series of treat-to-target algorithms developed by TypeZero from initial research conducted at the University of Virginia. To date, this technology has been used in more than 28 clinical studies including more than 475 participants, with data referenced in a number of journal articles.1

Tandem Diabetes Care Inc – AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (February 24th, 2016)

THIS AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of January 8, 2016, is made among TANDEM DIABETES CARE, INC., a Delaware corporation (the “Borrower”) and the financial institutions listed on the signature pages hereof under the heading “EXISTING TERM LOAN LENDERS” (each a “Lender” and, collectively, the “Lenders”).

Tandem Diabetes Care Inc – Tandem Diabetes Care, Inc. 2016 Cash Bonus Plan (February 24th, 2016)

The Tandem Diabetes Care, Inc. 2016 Cash Bonus Plan (the “Bonus Plan”) has been designed to align plan participants with the business goals and strategies of Tandem Diabetes Care, Inc. (“Tandem” or the “Company”) and to further the objectives of the Company’s executive compensation program. This Bonus Plan is an important part of the Company’s commitment to recognizing key employees who contribute to the achievement of important Company performance goals. Specifically, the objectives of the Bonus Plan are as follows: