Second Amendment to Collaboration and Commercialization Agreement, by and between the Subsidiary and Ascensia Diabetes Care Holdings AG, dated as of June 21, 2022

​

​

CERTAIN PORTIONS OF THIS EXHIBIT (INDICATED BY ***) HAVE BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K BECAUSE THEY ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL.

​

EXHIBIT 10.1

​

SECOND AMENDMENT
TO
COLLABORATION AND COMMERCIALIZATION AGREEMENT

This Second Amendment (the “Second Amendment”) to the Collaboration and Commercialization Agreement is entered into by and between Senseonics Incorporated (“Senseonics”) and Ascensia Diabetes Care Holdings AG (“Ascensia”) (each of Senseonics and Ascensia, a “Party”, and together, the “Parties”) and is effective (except as otherwise provided herein) as of June 21, 2022 (the “Second Amendment Effective Date”).

WHEREAS, the Parties have entered into that certain Collaboration and Commercialization Agreement dated as of August 9, 2020, as subsequently amended and supplemented (the “Agreement”);

WHEREAS, the Parties desire to further amend the Agreement in accordance with Section 9.3 thereof in order to clarify certain accounting and other matters;

NOW THEREFORE, in consideration of the premises and mutual covenants contained in the Second Amendment, the parties agree as follows:

“2.3(c). Binding Commitment. In each Forecast, the following shall constitute a binding commitment for Ascensia to purchase, and for Senseonics to supply, the quantities of Products specified therein, and Ascensia shall order such quantities pursuant to Section 2.2(a) (the “Binding Commitment”):

​

​

Such Binding Commitment will be subject to a limit established by the Joint Alliance Committee based on capacity and consistency with prior Forecasts, and reviewed every [***]. With respect to quantities of Products in the Binding Commitment, Senseonics shall not be required to ship more than [***] shipment per month to a single designated distribution facility and/or logistics and kitting provider within the European Union or more than [***] shipment per month to a single central distribution location in each country in the Territory located outside the United States and European Union, as agreed to by the Parties.”

For clarity, binding percentages shall not operate additively. As an example, if during the first year from the Second Amendment Effective Date, Ascensia’s forecast for month #8 was for [***] sensors, and Ascensia subsequently reduced its forecast to [***] sensors for the same month when it became month #7, it could not further reduce its binding forecast for that same month below [***] sensors. Additional illustrative examples for calculation of the Binding Commitment are attached hereto in Schedule A.

The Parties agree to offset the amounts referred to in [***]. As a result, Senseonics will make a one-time payment of [***] to Ascensia no later than [***] after the Second Amendment Effective Date. The remaining [***] manufacturing offset amounts referenced in Section 4(a) above will be made from Ascensia to Senseonics within [***] of the start of [***].

​

​

​

[Signature Page Follows]

​

​

​

​

​

IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to be executed by its duly authorized representatives as of the Second Amendment Effective Date.

Ascensia Diabetes Care Holdings AG

By: /s/ Elaine Anderson​ ​

Name: Elaine Anderson

Title: Head of Eversense CGM Business Unit

By: /s/ Robert Schumm​ ​

Name: Robert Schumm

Title: President

Senseonics, Incorporated

By: /s/ Tim Goodnow​ ​

Name: Tim Goodnow

Title: CEO

​

​

​

​

EXHIBIT E

Senseonics warrants to Ascensia that the Products will function in material conformance with its Specifications set forth in documentation provided by Senseonics. Ascensia’s sole and exclusive remedy for a breach of the foregoing warranty shall be Senseonics’ participation through the true-up in the process outlined below.

Country level end market warranty policies will be approved by the Joint Alliance Committee. The Parties intend that such warranty policies will not exceed [***] in any market for any 180-day sensor.

Any warranty claim by a user will be satisfied out of a sensor taken from Ascensia inventory. For bona fide warranty claims meeting the requirements and terms of the warranty agreed by the Joint Alliance Committee, subject to the minimum price set out in Section 2 hereof, these sensors will be included in the calculation for the true up as follows: replacement sensors will be included in the true up for cost purposes and such sensors that were subject to a bona fide warranty claim will only be included in revenue to the extent they generate revenue in accordance with the end-market warranty, unless otherwise formally agreed by the Joint Alliance Committee for special situations.

The Parties will determine a warranty for the 365-day Product in good faith prior to its launch.

Neither Party is liable for the cost of reinsertion. The Joint Alliance Committee may consider and discuss special situations.

This Amendment shall not affect the currently in-effect transmitter warranty.

​

​

​

​

SCHEDULE A

BINDING COMMITMENT EXAMPLE

​

​

​