Technology Purchase and License Agreement - Rafael Armament Development Authority and Given Imaging Ltd.


TECHNOLOGY PURCHASE AND LICENSE AGREEMENT

Made and entered into on the __ day of January, 1998

and Between:

RAFAEL ARMAMENT DEVELOPMENT AUTHORITY
of the Israeli Ministry of Defense
of POB 2250 Haifa 31021 Israel
(hereinafter called "RAFAEL")

 and:

 GIVEN IMAGING LTD.
a private company incorporated under the laws of the State of Israel
 PC #51-257802-2
(hereinafter called, the "COMPANY")


WHEREAS, Rafael has developed and owns the Project and the Technology, 
as
defined and specified below; and

 WHEREAS, The Company desires to purchase from Rafael, and Rafael 
 desires
to sell to the Company, the Project and the Project's Technology, and 
to grant
the Company an exclusive license to use the Other Technology within 
the
Company's Field of License, all as defined and specified below and 
subject to
the terms and conditions set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. DEFINITIONS.

In this Technology Purchase and License Agreement the following words 
and
expressions shall bear the meanings set opposite them:

the "Agreement"       this Technology Purchase and License Agreement, 
the
preamble and all exhibits and schedules thereto;

"Improvements"        all improvements, enhancements or modifications 
to 
the Project's Technology made by either party 
 during the term of this Agreement;


"Global Patent        the Global Patent Assignment in the form attached
 to
Assignment"          this Agreement as EXHIBIT A;

the "Patents"         the patents and patent applications, as 
identified 
in EXHIBIT B hereto;

the "Project"         An in vivo video camera and an autonomous video 
endoscope, including a swallowable capsule with a 
camera and an optical system, a transmitter and a
reception system;




the "Technology"      the existing unclassified documented know-how and
 intellectual property developed by Rafael, and
specifically used at Rafael for the Project, 
 including the Patents and other patents and patent
applications, if any, the prototypes, drawings, 
designs, diagrams, computer programs and their 
sources, design assurance data and other tangible
technical information used at Rafael for the 
 Project;

the "Project's       the Patents, the prototypes, and such other part 
of
Technology"          Technology which was developed by Rafael 
specifically for the Project;

the "Other           any Technology other than the Project's Technology,
Technology"          and which shall, when delivered in tangible form to
the Company, be marked as "Other Technology";

       the "Company's       the license granted by Rafael to the