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