{"id":42241,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/distribution-agreement-given-imaging-ltd-and-suzuken-co-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"distribution-agreement-given-imaging-ltd-and-suzuken-co-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/distribution-agreement-given-imaging-ltd-and-suzuken-co-ltd.html","title":{"rendered":"Distribution Agreement – Given Imaging Ltd. and Suzuken Co., Ltd."},"content":{"rendered":"
\n

DISTRIBUTION AGREEMENT<\/strong><\/p>\n

by and between<\/p>\n

GIVEN IMAGING K.K.<\/p>\n

And<\/p>\n

SUZUKEN CO., LTD.<\/p>\n

Dated May 9, 2002<\/p>\n

\n<\/p>\n
\n

DISTRIBUTION AGREEMENT<\/strong><\/p>\n

This Distribution Agreement (the “Agreement<\/u>“) is entered into as of
\nMay 9, 2002 (the “Execution Date<\/u>“) by and between Given Imaging K.K.
\n(“Given Japan<\/u>“), a Japanese corporation having its principal office at
\n4-12, Hirakawacho 1-chome, Chiyoda-ku, Tokyo, and Suzuken Co., Ltd.
\n(“Suzuken<\/u>“), a Japanese corporation having its principal office at 8
\nHigashiKataha-machi, Higashi-ku, Nagoya, Aichi. Suzuken and Given Japan are
\nsometimes referred to individually as a “Party<\/u>” and together as the
\n“Parties<\/u>“.<\/p>\n

RECITALS<\/u><\/strong><\/p>\n

WHEREAS Given Japan and Given Imaging Ltd. (“Given Imaging<\/u>“) are
\nParties to that certain Amended Supply Agreement (the “Supply
\nAgreement<\/u>“) dated of even date herewith for supply by Given Imaging to Given
\nJapan of the Given Diagnostic Imaging System (the “Given System”) currently
\nconsisting of the M2ATM<\/sup> Capsule, a Data Recorder Kit and the
\nRAPIDTM<\/sup> Work Station for the diagnosis of the Gastro-Intestinal
\nTract, as listed in Schedule A,<\/u><\/strong> attached hereto, and any
\nenhancements, improvements or related product developed by Given Imaging
\n(collectively the “Product<\/u>“) for distribution in Japan (the
\n“Territory<\/u>“), and<\/p>\n

WHEREAS, Suzuken markets, distributes and sells pharmaceutical products and
\nmedical equipment and disposable items throughout the Territory; and<\/p>\n

WHEREAS, subject to the terms and conditions of this Agreement, Given Japan
\nwishes to appoint Suzuken as its distribution representative for the Product in
\nthe Territory; and<\/p>\n

WHEREAS, Suzuken wishes to accept such appointment and to act as Given
\nJapan’s distribution representative in the Territory for the Product pursuant to
\nthe terms and conditions of this Agreement;<\/p>\n

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
\nagreements herein contained, and for other good and valuable consideration, the
\nreceipt and sufficiency of which are hereby acknowledged, the Parties hereby
\nagree as follows:<\/p>\n

AGREEMENT<\/u><\/strong><\/p>\n

1. Appointment<\/u>.<\/p>\n

1.1 Appointment<\/u>. Subject to the terms hereof, Given Japan hereby
\nappoints Suzuken as its exclusive distributor of the Product to Customers in the
\nTerritory, subject to the exceptions and restrictions stated herein, and Suzuken
\naccepts this appointment. To perform its obligations as exclusive distributor,
\nGiven Japan grants to Suzuken the non-transferable (except as provided in
\nSection 15) right to market, distribute and sell the Product directly to
\nCustomers in the Territory. “Customers<\/u>” (each, individually a
\n“Customer<\/u>“) means customers who purchase the Product for their own
\ninternal use and not for further marketing, distribution, sale or resale.<\/p>\n

\n

1.2 No Resellers<\/u>. Suzuken shall not appoint any resellers for the
\nProduct without the express prior written consent of Given Japan other than
\npurchasing agents nominated by hospitals and other healthcare providers for
\npurchasing medical supplies on their behalf.<\/p>\n

1.3 Restrictions<\/u>. Such appointment as set forth in Section 1.1 is
\nsubject to any law and directives applicable in the Territory. Suzuken shall not
\nuse the Product for any purpose other than the purposes of this Agreement, and
\nSuzuken shall not sell, market or distribute the Product, or conduct any
\nmarketing activity with respect to the Product outside the Territory, without
\nthe express, prior, written approval of Given Japan. Suzuken shall have no
\ndistribution rights pursuant to this Agreement for any Given Imaging products
\nother than the Product. Suzuken shall not distribute the Product, as such, in
\nintegration with other products or technologies or other than as a stand-alone
\nproduct, and shall not attempt to separate the Product’s components or to use a
\ncomponent separately and not as part of the Product, without first obtaining
\nGiven Japan’s prior written consent.<\/p>\n

1.4 Language<\/u>. Any and all correspondence between the Parties hereto,
\nincluding training and technical or other documents or notices exchanged between
\nthe Parties and with any third Party relating to this Agreement, shall be in the
\nJapanese; provided that at Given Japan’s reasonable request, Suzuken shall
\nprovide English translation of its correspondence but shall not bear
\nresponsibility for the accuracy of any translation prepared by a reasonably
\nselected outside translation service.<\/p>\n

1.5 Performance Standard<\/u>. Suzuken shall and shall cause its employees,
\nagents and independent contractors to exercise reasonable care in the
\nperformance of any and all of its duties under this Agreement and in taking any
\nother action(s) related thereto, including without limitation, the handling,
\ninstallation, demonstration or servicing of any Product. Further, Suzuken shall
\nnot engage in any illegal, unfair, or deceptive business practices in connection
\nwith its performance under this Agreement. Suzuken acknowledges that breach of
\nthis provision shall be a material breach of this Agreement.<\/p>\n

2. Trademarks and Domain Names<\/u>.<\/p>\n

2.1 Sublicense<\/u>. (a) Given Japan hereby grants Suzuken a limited
\nsublicense to use and display the trademarks GivenTM<\/sup> ,
\nM2ATM<\/sup> and RAPIDTM<\/sup> owned by Given Imaging (collectively,
\nthe “Given Marks<\/u>“) and licensed to Given Japan pursuant to the Supply
\nAgreement solely for marketing purposes in publications, articles,
\nadvertisements and other promotional materials in the Territory only in
\nconnection with the Product during the Term.<\/p>\n

(b) All advertising and other materials in which the Given Marks are used
\nshall be subject to Given Japan’s prior written consent, which may be withheld
\nin its reasonable discretion. Suzuken acknowledges that such advertising and
\nother materials may be subject to review and approval by Given Imaging under the
\nSupply Agreement. Upon termination of this Agreement, this limited license shall
\nimmediately terminate and Suzuken shall cease all use of the Given Marks other
\nthan reasonably necessary to fulfill pending purchase order for Products.<\/p>\n

2<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

(c) Without limiting the forgoing, all use by Suzuken of the Given Marks
\n(including any Japanese language translation thereof into katakana<\/em> or
\notherwise) or domain name shall inure to the benefit of Given Imaging, and
\nSuzuken shall not obtain any rights with respect to the Given Marks or domain
\nnames, other than any rights expressly set forth herein. Suzuken hereby
\nirrevocably assigns to Given Imaging in perpetuity all worldwide right, title
\nand interest, if any, that are owned or obtained by Suzuken in any of the Given
\nMarks (including any Japanese language translation thereof into
\nkatakana<\/em> or otherwise) or domain names.<\/p>\n

2.2 Limitations<\/u>. Suzuken agrees not to attach or apply to the Product
\nany other materials (including packaging) of whatever media, any label, marking
\nor other information that has not been approved by Given Japan in writing in
\nadvance. Suzuken acknowledges that all rights in the Given Marks and domain
\nnames are and shall remain the sole property of Given Imaging. Given Japan
\nreserves the right to add to, change, or discontinue the use of the Given Marks
\nor domain names, on a selective or general basis, at any time. Suzuken shall not
\nremove, obscure or obliterate any Given Imaging patent, trademark or any other
\nproprietary notices incorporated in, marked on or affixed to the Product, and
\nshall include such notices in marketing materials in accordance with Given
\nJapan’s instructions.<\/p>\n

3. Regulatory and Marketing Approvals<\/u>. Given Japan shall use its best
\nefforts to obtain and maintain all regulatory and governmental approvals
\nnecessary for the marketing of the Products throughout the Territory, as well as
\nfor health insurance reimbursement. Upon request by Given Japan, Suzuken shall,
\nto the extent reasonable, assist Given Japan in preparing and filing any such
\nrequests or applications as well as taking other actions necessary for obtaining
\nsuch approvals. Such assistance shall include, but is not necessarily limited to
\nallocating appropriate professional manpower, whose costs shall be borne by
\nSuzuken. The approvals will be in Given Japan’s name, and costs for procuring
\nsuch approvals shall be borne by Given Japan. The above shall apply to the
\nexisting Product items as well as to new Product items, as may be announced by
\nGiven Imaging from time to time.<\/p>\n

4. Given Japan’s Responsibilities<\/u>. Given Japan shall:<\/p>\n

(a) subject to delivery from Given Imaging pursuant to the Supply Agreement,
\nship Product within [***Redacted***]<\/strong> of receipt of Product
\npurchase order from Suzuken and sell the Products to Suzuken, pursuant to
\npurchase orders to be placed by Suzuken and at the prices, delivery dates and
\notherwise in accordance with this Agreement; provided that (i) Given Japan shall
\ncause Given Imaging to ship M2A capsules within
\n[***Redacted***]<\/strong> and (ii) to assist Suzuken in meeting initial
\nunexpected demand, [***Redacted***]<\/strong> period commencing upon
\nreceipt of [***Redacted***]<\/strong> prior written notice from Suzuken,
\nonce [***Redacted***]<\/strong> (but not before
\n[***Redacted***]<\/strong> from previous Emergency Order (defined below))
\nSuzuken may submit an emergency order for up to
\n[***Redacted***]<\/strong> M2A capsules (an “Emergency Order<\/u>“) and
\nGiven Japan shall cause Given Imaging to deliver such capsules within
\n[***Redacted***] <\/strong>of receipt of such order in accordance with
\nthe Supply Agreement; provided further that Given Japan shall place a purchase
\norder with Given Imaging for the Products within
\n[***Redacted***]<\/strong> of receipt of such order from Suzuken;<\/p>\n

3<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

(b) provide Suzuken with, at no cost, (i) Japanese language Product manuals
\nprinted by Given Imaging and inserted in the Product package (ii) introductory
\nJapanese language Product catalogs\/brochures printed by Given Japan and (iii)
\nthe content and graphic design for promotional materials and literature to be
\nprinted by Suzuken;<\/p>\n

(c) provide the personnel of Suzuken assigned for the sales and service of
\nthe Product with adequate training as to the operation, installation,
\nmaintenance and troubleshooting of the Product (training of technical personnel
\nfor repairs of Product parts shall be provided by Given Imaging in Israel).
\nSuzuken shall not be charged for such training other than reimbursement by
\nSuzuken of reasonable hotel and travel expenses of personnel of Given Imaging or
\nGiven Japan, as the case may be, who travel to Japan in accommodating Suzuken’s
\nrequest for training pursuant to this Section 4(c);<\/p>\n

(d) assist Suzuken in its promotion efforts by sending representatives to
\nattend and lecture in medical meetings, as requested by Suzuken, offer
\nexplanations and answer questions regarding the Product and its use and join
\nconventions and, trade shows etc., all if coordinated in advance, subject to
\npersonnel availability reimbursement by Suzuken of reasonable hotel and travel
\nexpenses of personnel of Given Imaging or Given Japan, as the case may be, who
\ntravel to Japan at in accommodating Suzuken’s request pursuant to this Section
\n4(d);<\/p>\n

(e) refer to Suzuken inquiries coming from the Territory through other
\ninternational promotion channels (international advertisements, trade shows
\netc.) for purchasing Products for use within the Territory;<\/p>\n

(f) subject to receipt of a prior written notice to such effect from Given
\nImaging under the Supply Agreement, give Suzuken a ninety (90) days minimum
\nprior notice of any modifications and improvements in the Products (including
\nspecifications, options, features, software upgrades or updates configuration,
\netc.);<\/p>\n

(g) provide Suzuken, at not cost, with all the leads and relevant information
\nreceived by Given Japan from Given Imaging coming from the Territory through its
\nWebcentric marketing and sales system, as soon as practicable after the system
\nis operational;<\/p>\n

(h) at its own expense, monitor Suzuken’s performance; and<\/p>\n

(i) [***Redacted***]<\/strong>;<\/p>\n

(j) [***Redacted***]<\/strong>, participate in
\n[***Redacted***] <\/strong>international gastroenterology congress or
\nconvention in the Territory;<\/p>\n

(k) [***Redacted***]<\/strong>;<\/p>\n

(l) during the Term, not exercise by itself nor grant to or authorize
\nexercises by any other person or entity in the Territory any of the rights
\ngranted to Suzuken under Sections 1.1 or 1.2; and<\/p>\n

4<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission. <\/strong><\/p>\n

(m) during the Term, not grant to or authorize exercise by any other person
\nor entity in the Territory any of the rights granted to Suzuken under Section
\n2.1.<\/p>\n

5. Suzuken ‘s Responsibilities<\/u>. Suzuken shall:<\/p>\n

(a) use its best efforts to market and sell the Product in the Territory, in
\naccordance with a sales plan (which includes marketing and staffing) that is to
\nbe agreed upon by Given Japan and Suzuken;<\/p>\n

(b) [***Redacted***]<\/strong>;<\/p>\n

(c) [***Redacted***]<\/strong>;<\/p>\n

(d) maintain adequate inventory of the Product to meet the market demand and
\nneeds of Customers in the Territory and provide a high level of service to
\nCustomers. (“high level” shall mean [***Redacted***]<\/strong>);<\/p>\n

(e) [***Redacted***]<\/strong>;<\/p>\n

(f) [***Redacted***]<\/strong>;<\/p>\n

(g) make minor repairs to equipment and provide on-site service and in doing
\nso, Suzuken shall follow given Japan’s reasonable instructions and utilize only
\nsuch Product components or spare and service parts, as applicable, for the
\nProduct as approved by or obtained from Given Japan. Accordingly, Suzuken shall
\nmaintain a stock of Product and spare units in quantity sufficient to provide
\nsuch services;<\/p>\n

(h) provide Customers with basic training and education in the use of the
\nProduct, in accordance with Given Japan’s guidance;<\/p>\n

(i) provide first level customer and technical support;<\/p>\n

(j) handle warranty claims (subject to reimbursement by Given Japan for
\ndefective Products). [***Redacted***]<\/strong>;<\/p>\n

(k) [***Redacted***]<\/strong>;<\/p>\n

(l) print promotional materials and literature as provided by Given Japan
\nunder Section 4(b);<\/p>\n

(m) participate in [***Redacted***] <\/strong>gastroenterology
\ncongress\/convention\/exhibit held in the Territory;<\/p>\n

(n) [***Redacted***]<\/strong>;<\/p>\n

(o) notify Given Japan’s designated medical vigilance personnel in writing
\n[***Redacted***]<\/strong> from the date that Suzuken becomes aware of
\nthe incident or near incident of any incident or near incident associated with
\nthe Product [***Redacted***]<\/strong>, provide Given Japan all data and
\ninformation required in order to prepare a medical device agency vigilance
\nreport or to comply with applicable law or requirements of the Ministry of
\nHealth Labor and Welfare of Japan (“MOH”) and otherwise cooperate fully with
\nGiven Japan in a timely manner. [***Redacted***]<\/strong>. In this sub
\nsection, “incident” shall include, but is not limited to,
\n[***Redacted***]<\/strong>. A “serious deterioration in the state of
\nhealth” shall include, but is not limited to,
\n[***Redacted***]<\/strong>;<\/p>\n

5<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

(p) (i) appoint a representative for implementation of this Agreement, who
\nshall serve as a point of contact (ii) [***Redacted***]<\/strong> and
\n(iii) cause all its staff directly involved in the marketing and sales of the
\nProduct, from the level of regional sales manager and up, to attend a meeting
\nwith representatives of Given Japan [***Redacted***]<\/strong>;<\/p>\n

(q) not make any representations or give any warranties concerning the
\nProduct or its capabilities which are false or misleading in any way
\n[***Redacted***]<\/strong>;<\/p>\n

(r) notify Given Japan of all matters of importance coming to its attention,
\nrelating to the Product and their service, legislative changes, governmental or
\nlocal policies, new products and market trends;<\/p>\n

(s) refrain from making any change in the Product (including any part,
\ncomponent or feature thereof), unless specifically approved by Given Japan in
\nwriting;<\/p>\n

(t) subject to any applicable law or directive, refrain from selling Product
\nto any entity outside the Territory or to any entity who Suzuken reasonably
\nbelieves may resell, export or use the Product outside the Territory and refer
\nto Given Japan any inquiries regarding the Product coming from outside the
\nTerritory;<\/p>\n

(u) reasonably cooperate with Given Japan on all matters of medical vigilance
\nand report all Product problems;<\/p>\n

(v) [***Redacted***]<\/strong>;<\/p>\n

(w) sell the Product only under Given Japan’s limited warranty, as set forth
\nin this Agreement;<\/p>\n

(x) [***Redacted***]<\/strong> and provide Customers with basic
\ntraining and education in the use of the Products, in accordance with Given
\nJapan’s guidance; and<\/p>\n

(y) ensure that all its personnel involved in the marketing and service and
\ndistribution of the Product are adequately trained.<\/p>\n

6<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

6. Terms and Conditions of Sale<\/u>. All purchases of Products by Suzuken
\nfrom Given Japan during the term of this Agreement shall be subject to the terms
\nand conditions attached hereto as Schedule B<\/u><\/strong>. The prices
\nin Schedule B<\/u><\/strong> relate only to currently marketable parts
\nand components of the Product, not to future parts and components of the
\nProduct.<\/p>\n

7. Proprietary Rights<\/u>.<\/p>\n

7.1 Reporting of Third Party Infringement<\/u>. Suzuken undertakes to
\npromptly inform Given Japan in writing of any possible infringement by third
\nparties in Japan of Given Imaging’s proprietary rights including any duplication
\nof the Product (including any part, component or feature thereof) or the Given
\nMarks that Suzuken becomes aware of, [***Redacted***]<\/strong>.<\/p>\n

7.2 Handling of Infringement Claims<\/u>.<\/p>\n

(a) Suzuken undertakes to promptly inform Given Japan in writing of any
\nactual or threatened claim that the Product or part thereof purchased by Suzuken
\nhereunder may infringe a third party’s proprietary rights in the Territory that
\nSuzuken becomes aware of. In the event that Suzuken notifies Given Japan as
\naforesaid, then Given Japan agrees to defend (subject to reasonable assistance
\nby Suzuken provided that Given Japan shall reimburse all of Suzuken’s
\npre-approved expenses) and may, in its sole discretion,
\n[***Redacted***]<\/strong>.<\/p>\n

(b) If it is determined by the court of first instance
\n[***Redacted***]<\/strong> that the Product or a part thereof purchased
\nby Suzuken hereunder infringes a third party’s proprietary rights in the
\nTerritory, Given Japan shall indemnify and hold harmless Suzuken as well as its
\nshareholders, employees, directors, representatives, Customers and agents (each
\nan “Indemnified Party<\/u>“) from and against their direct losses, costs and
\nexpenses set by such court to the extent based on such Infringement Claim (as
\ndefined below), except to the extent such losses, costs and expenses result from
\nthe Indemnified Party’s breach of this Agreement, bad faith, willful misconduct
\nor gross negligence. “Infringement Claim<\/u>” means any third party claim
\nthat the Product or a part thereof infringes a third party’s proprietary rights
\nin the Territory.<\/p>\n

7.3 [***Redacted***]<\/strong>.<\/p>\n

7.4 Assignment of Inventions<\/u>.<\/p>\n

(a) Suzuken shall inform Given Japan of any Invention (as defined below)
\nrelating to the Product and, at Given Japan’s request and expense, Suzuken
\nhereby expressly assigns all right, titles and interests in and to any
\nInventions (defined below) to Given Imaging and shall execute any necessary
\nassignment, patents forms, trade marks, and the like and will assist in the
\ndrafting of any description or specification of the Invention as may be required
\nfor Given Imaging’s records and in connection with any application for patents.
\nSuzuken shall treat all information relating to any Invention as Confidential
\nInformation. While, where relevant, the name of the Inventor on the Patent
\nApplications will be that of the inventor, Given Imaging shall be the exclusive
\nowner of any invention, trademark, copyright, improvement know-how or other
\nintellectual property which shall be developed by Suzuken using any Confidential
\nInformation (defined below) of Given Japan or Given Imaging or with the
\ninvolvement of any personnel of Given Japan or Given Imaging
\n(“Inventions<\/u>“), and of any patent, patent application, trademark,
\ncopyright and such other rights therein, without any additional compensation to
\nSuzuken. It is understood that Given Japan shall pay Suzuken any expense
\nincurred by it in assisting it, at its request, in obtaining patent, trademark,
\ncopyright or other protection hereunder. Given Imaging’s rights shall be
\nworld-wide and shall attach to any such Invention notwithstanding that it is
\nperfected or reduced to specific form after Suzuken has ceased its services
\nhereunder, provided that its conception during the term hereof.<\/p>\n

7<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

(b) Without derogating from section 7.4(a), Given Imaging shall have sole and
\nexclusive ownership rights in any results and information relating to, arising
\nout of or resulting from the performance of this Agreement by either Party if
\n(i) developed by Suzuken using any Confidential Information (defined below) of
\nGiven Japan or Given Imaging or jointly with the involvement of any personnel of
\nGiven Japan or Given Imaging or in performing its obligations hereunder and (ii)
\nrelated to the Product, including, but not limited to all copyrights, and
\nmarketing information and material.<\/p>\n

8. Defects Warranty<\/u>.<\/p>\n

8.1 Limited Customer Warranty<\/u>. Given Japan shall provide a warranty to
\nSuzuken and Customers warranting that the Product shall be free from defects in
\nmaterial or workmanship for a period as described below:<\/p>\n

(i) for [***Redacted***]<\/strong> in the case of the
\nRAPIDTM<\/sup> Workstation, Data Recorder Kit carrying case,
\nDataRecorderTM<\/sup>, RecorderBeltTM<\/sup> and Battery Charger;<\/p>\n

(ii) [***Redacted***]<\/strong> in the case of the M2ATM<\/sup>
\n10-Pak; and<\/p>\n

(iii) for [***Redacted***]<\/strong> in the case of the Rechargeable
\nBattery Packs and SensorArrayTM<\/sup>.<\/p>\n

Suzuken shall make available to Customers a copy of Given Japan’s warranty to
\nCustomers.<\/p>\n

8.2 Limitation of Warranty Liability<\/u>. The liability of Given Japan
\nunder this warranty is limited to [***Redacted***]<\/strong>.<\/p>\n

8.3 Exclusions<\/u>. This warranty shall not apply to a Product which has
\nbeen repaired or altered other than in accordance with Given Japan’s
\ninstructions, nor shall it apply to a Product which has been subject to misuse,
\nunauthorized use, negligence, accident, (including fire, water, explosion,
\nsmoke, vandalism, etc.) or which has been operated contrary to Given Japan’s
\ninstructions or any other cause beyond Given Japan’s control. Without derogating
\nfrom the above, the warranty is void, if at any time:<\/p>\n

8<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

(i) anyone other than Given Japan’s authorized personnel removes a Product
\ncasing and\/or attempts to make or makes any internal changes, removals,
\nattachments or additions to the Product or components thereof; or<\/p>\n

(ii) anyone installs unauthorized software on to the Product.<\/p>\n

8.4 Return\/Replacement of Products Under Warranty<\/u>. Products or parts
\nthereof may be returned for repair, replacement or adjustment to Given Japan. No
\ncredit allowances will be given or replacements shipped unless defects are
\nverified by Given Japan or Given Japan’s authorized personnel.<\/p>\n

8.5 Exclusive Remedy<\/u>. THE FOREGOING WARRANTY IS SUZUKEN’S SOLE AND
\nEXCLUSIVE REMEDY AGAINST GWEN JAPAN HEREUNDER, AND IS IN LIEU OF ANY AND ALL
\nOTHER WARRANTIES, GUARANTEES, PROMISES, OR REPRESENTATIONS WHETHER WRITTEN, ORAL
\nOR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORINESS OR FITNESS
\nFOR ANY PARTICULAR PURPOSE OR USE. IN NO EVENT SHALL GIVEN JAPAN BE LIABLE FOR
\nLOSS OF USE, LOSS OF PROFITS, OR OTHER COLLATERAL, SPECIAL OR CONSEQUENTIAL
\nDAMAGES. EXCEPT AS SET FORTH IN SECTION 7 (Proprietary Rights) AND SECTION
\n9.1(ii) and 9.2 (Indemnification), EACH PARTY’S TOTAL LIABILITY ARISING UNDER
\nTHIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY SUZUKEN HEREUNDER IN THE
\n[***Redacted***] <\/strong>PERIOD PRECEDING THE DATE OF THE CLAIM UNDER
\nTHIS AGREEMENT.<\/p>\n

8.6 Response to Warranty Claims<\/u>. Suzuken shall handle all Customer
\nwarranty claims under the warranty set out in Section 8.2 at its expense subject
\nto reimbursement by Given Japan for defective Products.<\/p>\n

9. Indemnification<\/u>.<\/p>\n

9.1 Mutual Indemnification<\/u>. Each Party shall be liable for and shall
\nindemnify, defend, and hold the other harmless against any liability, damages,
\nor loss from any claims, actions, suits, judgments, proceedings, demands,
\nrecoveries or expenses, including, but not limited to, reasonable attorneys’
\nfees, arising out of, based on, or caused by (i) any breach of this Agreement or
\nany of its obligations hereunder or (ii) violation of any applicable Japanese
\nlaw, statute, ordinance, rule or regulation with regard to the Product by the
\nindemnifying Party or any of its respective employees, agents or independent
\ncontractors, except to the extent such damages arise from the bad faith, willful
\nmisconduct or gross negligence of the indemnified Party or its their respective
\nemployees or representatives (whether authorized or not).<\/p>\n

9.2 Indemnification by Given Japan<\/u>.<\/p>\n

(a) Notwithstanding anything herein to the contrary, Given Japan shall
\ndefend, indemnify and hold harmless Suzuken, its officers, agents, employees and
\nrepresentatives and any of its Customers (each referred to in this Section 9.2
\nas an “Indemnified Party<\/u>“) from and against any and all direct costs,
\nexpenses, losses, damages or liabilities awarded by a court of first instance
\n(provided that Suzuken will first appeal such determination if (i) requested by
\nGiven Japan and (ii) Given Japan timely funds the bond necessary to stay
\nexecution of such determination) to the extent based on any Product Liability
\nClaim (defined below), except to the extent such damages arise from the bad
\nfaith, willful misconduct or gross negligence of such Indemnified Party or their
\nrespective employees or representatives (whether authorized or not). Given Japan
\nagrees that, if the Products in the inventory of Suzuken, become or are subject
\nof such a determination, Suzuken will be entitled to return such Products for a
\nrefund of the purchase price.<\/p>\n

9<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

(b) The foregoing rights of indemnification shall be conditioned on the
\nIndemnified Party (i) furnishing prompt notification to Given Japan as soon as
\nit becomes aware of such claim or action being made, threatened or reasonably
\nexpected (this obligation shall not apply to Customers; provided that Customers
\nshall be required to provide such notice to Suzuken), (ii) permitting Given
\nJapan or its designee to control defense and settlement of any such third-party
\nclaim or action, and (iii) cooperating in the defense by Given Japan or its
\ndesignee at Given Japan’s expense.<\/p>\n

(c) “Product Liability Claim<\/u>” means a third party claim based on any
\ndeath, bodily injury or property damages occurring out of the Given System,
\nincluding, without limitation, a claim based on the Product Liability Act of
\nJapan<\/u>, Law No. 85 promulgated on July 1, 1994 as it may be amended.<\/p>\n

10. Regulatory Inspections<\/u>. Suzuken shall allow representatives of
\nregulatory agencies or authorities with jurisdiction over the manufacture,
\nmarketing and distribution of the Product to tour and inspect all facilities
\nutilized by Suzuken in the marketing, distribution, or storage, of Product sold
\nunder this Agreement, and shall co-operate with such representatives in every
\nreasonable manner. Suzuken shall provide Given Japan with a copy of any notices
\nof adverse findings, regulatory letters or similar notifications it receives
\nfrom any other governmental authority setting forth adverse findings or non
\ncompliance with any applicable laws, regulations or standards relating to the
\nitems supplied by it hereunder. Suzuken shall also provide Given Japan with a
\ncopy of its proposed written response to such governmental authority before
\nsubmission and shall incorporate all changes thereto which Given Japan requests.\n<\/p>\n

11. Term and Termination<\/u>.<\/p>\n

11.1 Term<\/u>. Subject to the terms and conditions set forth herein, and
\nunless terminated earlier in accordance with Section 11.3, the term of this
\nAgreement shall be as set forth in Schedule B<\/u><\/strong> (the
\n“Term<\/u>“).<\/p>\n

11.2 Continuation<\/u>. The Term shall be automatically renewed for
\nconsecutive periods of one (1) year each so long as Suzuken
\n[***Redacted***]<\/strong> and (ii) perform all of its obligations under
\nthis Agreement.<\/p>\n

11.3 Termination by Either Party<\/u>. This Agreement and Suzuken ‘s
\ndistribution rights hereunder shall immediately terminate upon the occurrence of
\nany one of the following:<\/p>\n

10<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission. <\/strong><\/p>\n

(a) a material breach by either Party of its obligations under this Agreement
\nthat has not been cured (when curable, otherwise this cure period shall not
\napply) within ninety (90) days from receipt of written notice of thereof from
\nthe non-breaching Party.<\/p>\n

(b) either Party voluntarily files a petition in bankruptcy or liquidation,
\nor has such a petition involuntarily filed against it, which is not discharged
\nwithin 45 days after filing, or is placed in receivership, or in the hands of a
\ntrustee for the benefit of creditors or enters into any analogous situation or
\nposition under the law of any relevant jurisdiction or ceases doing business in
\nthe marketing, distribution, manufacture, sale or lease of Products.<\/p>\n

11.4 Termination by Given Japan<\/u>. Given Japan may, at its sole
\ndiscretion, upon [***Redacted***]<\/strong> prior written notice (unless
\na shorter time is indicated below), terminate this Agreement (or make the
\ndistribution rights hereunder non-exclusive in the event that: (i)
\n[***Redacted***]<\/strong>; or (ii) [***Redacted***]<\/strong>; or
\n(iii) upon [***Redacted***]<\/strong> prior written notice, in the event
\nthat [***Redacted***]<\/strong>.<\/p>\n

11.5 Sale after Termination<\/u>. If the term of this Agreement expires or
\nthis Agreement is terminated by Suzuken due to a breach by Given Japan, Suzuken
\nshall at its option, (i) have the rights to sell the Products in its inventory
\nor (ii) cause Given Japan to purchase the Products in good and salable condition
\nin its inventory at the purchase price. Without prejudice to the foregoing, in
\nthe event that this Agreement expires or is terminated by Suzuken due to a
\nbreach by Given Japan, Suzuken may continue to sell the Products to its existing
\nCustomers until Given Japan or its newly appointed distributor becomes able to
\nprovide such Customers with the Products. In the event this Agreement is
\nterminated by Given Japan due to breach by Suzuken or under Section 11.4, the
\nParties, together with Marubeni and Given Imaging, shall discuss transfer of
\nSuzuken’s Customer accounts to Given Japan or its newly appointed distributor to
\neffect continuous sale of the Products to Suzuken’s existing Customers.<\/p>\n

12. Non-Compete<\/u>. During the Term and,
\n[***Redacted***]<\/strong>, (the “Restriction Period<\/u>“), Suzuken
\nshall not without Given Japan’s prior written consent:<\/p>\n

(i) directly or indirectly engage, participate or invest in any business
\nwhose primary business is the Restricted Business (defined below) in the
\nTerritory, or assist any business organization or person whose primary business
\nengages in, or otherwise assist any division or unit of a business organization
\nor person if the primary business of such division or unit is in the Restricted
\nBusiness;<\/p>\n

(ii) directly or indirectly, on behalf of itself or any other person or
\nentity, approach, contact or solicit Given Japan’s customers in connection with
\nany Restricted Business; or<\/p>\n

(iii) directly or indirectly, on behalf of itself or any other person or
\nentity, solicit the services of, employ or agree to employ, engage or otherwise
\nretain the services of any person who is or was an employee of Given Japan for
\nthe purposes of the Restricted Business.<\/p>\n

11<\/p>\n

\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

The “Restricted Business<\/u>” shall mean
\n[***Redacted***]<\/strong>.<\/p>\n

13. Confidentiality<\/u>.<\/p>\n

13.1 Confidentiality Obligation<\/u>. (a) Each Party shall hold in trust
\nand confidence for the other Party all Confidential Information (as defined
\nbelow) disclosed to the receiving Party at any time during the Term and neither
\nParty shall disclose such Confidential Information to any person outside of the
\nother Party. Each Party agrees to indemnify the other Party for any loss
\nresulting from a breach of its duty to maintain such confidentiality.<\/p>\n

(b) “Confidential Information<\/u>” means any non-public information, data,
\ntrade secrets or know-how, or business or technical information of a Party or
\nother information of a Party related to the Product or any Invention, including,
\nbut not limited to, ideas, concepts, strategies, business and marketing plans,
\nfinancial and operational information, investment opportunities and investments,
\nresearch, product plans, customer and client lists and names, business contact
\nlists and names, prices and costs, markets, developments, inventions, processes,
\nmarketing, licenses or other business information of a Party; provided that to
\nbe treated as Confidential Information, the information (whether disclosed in
\nwriting or orally) must be either (i) marked “Confidential” prior to its
\ndisclosure or if any of the foregoing is not so marked or which is disclosed
\norally or observed accidentally, it must be identified in writing as
\nconfidential within thirty (30) days of disclosure or (ii) clearly confidential
\nin nature; provided that if there is any doubt as to whether or not the
\ninformation is clearly confidential in nature, the receiving Party shall confirm
\nits nature with the disclosing Party.<\/p>\n

(c) Confidential Information shall not include any information disclosed by a
\nParty hereunder which (i) is already known to the receiving Party and which the
\nreceiving Party had in its rightful possession in written or physical embodiment
\nprior to the Execution Date, unless such Confidential Information was previously
\ndisclosed by the receiving Party, (ii) is rightfully received by the receiving
\nParty in the routine course of business from a third party who acquired such
\nConfidential Information and the right to disclose same from the disclosing
\nParty; (iii) is approved for release or publication by written authorization of
\nthe disclosing Party; or (iv) has become generally available to the public
\nthrough no act of the receiving Party.<\/p>\n

13.2 Limitations on Use; Return of Information<\/u>. Confidential
\nInformation of the other Party shall not be used by either Party for any
\npurposes except those for which the information was disclosed by or derived from
\nthe disclosing Party. All Confidential Information disclosed to a Party
\nhereunder is, and shall remain, the sole property of the disclosing Party. Upon
\ntermination or expiration of this Agreement, the receiving Party shall cease use
\nof all Confidential Information, and shall promptly destroy or return to the
\ndisclosing Party, all such Confidential Information.<\/p>\n

13.3 Need to Know Basis<\/u>. Each Party agrees that the Confidential
\nInformation received from the other Party shall be disclosed only to such of its
\nrespective employees and sales or service representatives that have a need to
\nknow about such Confidential Information for a use authorized by this Agreement.
\nEach Party undertakes to bind its respective employees, officers, sales,
\ntechnical, maintenance and service representatives, and other third parties to\n<\/p>\n

12<\/p>\n

\n

13.4 whom Confidential Information is disclosed as permitted hereunder, to
\nthe terms and conditions contained herein.<\/p>\n

13.5 Ongoing Confidentiality Obligations<\/u>. The obligations respecting
\nConfidential Information imposed on each Party respectively shall continue
\nduring the term of this Agreement and for as long as such Party continues to
\nhold any such Confidential Information of the other Party.<\/p>\n

13.6 Limitation of Rights<\/u>. Unless otherwise specifically stated
\nherein, this Agreement does not grant Suzuken any manufacturing, assembly,
\nproduction, modification or licensing rights, or any rights in any patents,
\npatent applications, trademarks, and trade names, copyrights or know-how of
\nGiven Japan.<\/p>\n

13.7 Injunctive Relief<\/u>. Each party hereby acknowledges and agrees that
\nin the event of its violation hereof the other Party shall be authorized and
\nentitled to obtain from any court of competent jurisdiction, preliminary and
\npermanent injunctive relief, which rights and remedies shall be cumulative and
\nin addition to any other rights or remedies to which each Party shall be
\nentitled under law or under this Agreement.<\/p>\n

14. Independent Contractors<\/u>. The Parties are independent contractors.
\nNothing in this Agreement shall be construed to constitute the Parties as
\nprincipal and agent, employer and employee, franchiser and franchisee, partners,
\njoint venturers, corporate affiliates, co-owners or otherwise as participants in
\na joint undertaking.<\/p>\n

15. Assignment<\/u>. Neither this Agreement nor any of the rights,
\ninterests or obligations hereunder shall be assigned by either Party without the
\nprior written consent of the other Party; provided that it is expressly agreed
\nthat Suzuken may assign this Agreement to its wholly-owned subsidiary, provided
\nthat (i) Suzuken shall remain jointly and severally liable for satisfaction of
\nits obligations set forth in this Agreement and (ii) this Agreement shall
\nautomatically terminate in the event such subsidiary ceases to be a 100% owned
\nand controlled by Suzuken.<\/p>\n

16. Disputes<\/u>.<\/p>\n

16.1 Resolution of Disputes<\/u>. The Parties will attempt to resolve all
\ndisputes arising out of or in connection with this Agreement (including any
\ndisagreement concerning the validity, enforceability or interpretation of this
\nAgreement) through amicable and good faith discussions. If a dispute arises
\namong the Parties then the senior management of each of the Parties shall engage
\nin amicable and good faith discussions to attempt to resolve such dispute.<\/p>\n

16.2 Arbitration<\/u>. In the event the Parties are unable within thirty
\n(30) days to settle any dispute amicably as provided in Section 16.1, then, such
\ndispute shall be finally determined under the Rules of Arbitration of the
\nInternational Chamber of Commerce by a single arbitrator fluent in English. The
\nplace of such arbitration shall be London, England unless the claim as
\nsubmitted, or subsequently amended, if accepted by the arbitrator shall have no
\ndirect or indirect effect on Given Imaging, other than in its capacity as a
\nshareholder of Given Japan, in which case the arbitration may be in Tokyo,
\nJapan. The language of the arbitration shall be English. Judgment upon an
\narbitral award rendered by the arbitrator may be entered in any court having
\njurisdiction.<\/p>\n

13<\/p>\n

\n

17. Miscellaneous<\/u>.<\/p>\n

17.1 Governing Law and Language<\/u>. This Agreement shall be governed by
\nand construed in accordance with the laws of Japan, without regard to its
\nconflict of laws rules. The English language text of this Agreement shall be the
\nonly binding version. Any translation hereof shall have no legal effect.<\/p>\n

17.2 Publication, Press releases<\/u>. Both Parties may release press
\nreleases that refer to the existence of an agreement between the Parties,
\nwithout divulging the commercial details of the agreement, and subject to their
\nrespective confidentiality obligations to each other. Both Parties shall send
\nthe other Party a copy of any draft press release that refers to the other
\nParty, for advance approval before release. Approvals will not be unreasonably
\nwithheld, and shall be provided on a timely basis.<\/p>\n

17.3 Recitals and Schedules<\/u>. All Recitals and all Schedules attached
\nto this Agreement constitute an integral part of this Agreement. The definitions
\nof this Agreement shall apply to all Schedules.<\/p>\n

17.4 Headings<\/u>. The headings of sections and subsections of this
\nAgreement are inserted only for the purposes of convenience and they shall not
\nbe construed as to affect the scope, meaning or intent of the provisions of this
\nAgreement or any part or portion thereof, nor shall they otherwise be given any
\nlegal effect.<\/p>\n

17.5 Notices<\/u>. Any and all notices, requests, demands and other
\ncommunications required or otherwise contemplated to be made under this
\nAgreement shall be in writing and in English and Japanese and shall be provided
\nby one or more of the following means and shall be deemed to have been duly
\ngiven (i) if delivered personally, when received; (ii) if transmitted by
\nfacsimile, on the date of transmission with receipt of a transmittal
\nconfirmation; or (c) if by international courier service, on the fourth Business
\nDay following the date of deposit with such courier service, or such earlier
\ndelivery date as may be confirmed in writing to the sender by such courier
\nservice. Unless otherwise instructed, all such notices, requests, demands and
\nother communications shall be addressed to Parties at their addresses as
\nfollows:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

if to the Suzuken, to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Suzuken Co., Ltd.<\/p>\n

8 HigashiKataha : machi<\/p>\n

Higashi-ku<\/p>\n

Nagoya, Aichi<\/p>\n

JAPAN.<\/p>\n

Facsimile: (81-52) 951-6696<\/p>\n

Attention: Senior General Manager, Business Development Department<\/p>\n<\/p>\n

14<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

if to the Company, to:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Given Imaging K.K.<\/p>\n

4-12, Hirakawacho 1-chome<\/p>\n

Chiyoda-ku, Tokyo<\/p>\n

JAPAN.<\/p>\n

Facsimile: (81-3) 5215-8765<\/p>\n

Attention: Representative Director<\/p>\n

with copy to:<\/p>\n

Given Imaging Ltd.<\/p>\n

New Industrial Park<\/p>\n

PO Box 258<\/p>\n

Yoqueam 20692, Israel<\/p>\n

Fax: 972-4959-2466<\/p>\n

Attention: Yoram Ashery, Vice President – Business Development and Pablo
\nHalpern, Vice President – Global Sales and Marketing<\/p>\n

17.6 No Waiver<\/u>. Failure by either Party to enforce any provision of
\nthis Agreement will not be deemed a waiver of future enforcement of that or any
\nother provision.<\/p>\n

17.7 Force Majeure<\/u>. Neither Party shall be responsible for any failure
\nto perform due to unforeseen circumstances or to causes beyond the Party’s
\nreasonable control, including but not limited to acts of God, war, riot,
\nembargoes, acts of civil or military authorities, fire, floods, accidents,
\nstrikes, or shortages of transportation, facilities, fuel, energy, labor, or
\nmaterials. In event of any such delay in delivery or payment, the Party in delay
\nmay defer the performance date for a period equal to the time of such delay,
\nprovided that the lack of liquidity by one Party shall not constitute a Force
\nMajeure.<\/p>\n

17.8 Severability<\/u>. If any provision of this Agreement is determined to
\nbe invalid or unenforceable, the provision shall be deemed to be severable from
\nthe remainder of this Agreement and shall not cause the invalidity or
\nunenforceability of the remainder of this Agreement. The Parties shall make
\ntheir best efforts in order to render effective such provisions of this
\nAgreement not affected thereby and this Agreement will continue in full force
\nand effect.<\/p>\n

17.9 Entire Agreement<\/u>. This Agreement, including all supplements and
\nSchedules constitutes the entire agreement between the Parties with respect to
\nthe subject matter hereof and supersedes all prior agreements, understanding or
\nrepresentations, oral or written between the Parties hereto regarding such
\nmatter.<\/p>\n

17.10 Amendments<\/u>. This Agreement may be modified or amended only in
\nwriting, signed by duly authorized representatives of both Parties.<\/p>\n

17.11 Counterparts<\/u>. This Agreement may be executed in one or more
\ncounterparts, each of which shall be deemed an original, but all of which
\ntogether shall constitute one and the same instrument.<\/p>\n

15<\/p>\n

\n

17.12 Interpretation<\/u>. (i) In this Agreement, unless the context
\nrequires otherwise, the singular shall include the plural and vice versa, and a
\nreference to one gender shall include all genders; (ii) A “Section” is a
\nreference to a Section of this Agreement; (iii) The words “including”,
\n“includes” and “include” shall be deemed to be followed by the words “without
\nlimitation” or “but not limited to” or words of similar import; (iv) The words
\n“hereof”, “herein” and “hereunder” and other words of similar import used in
\nthis Agreement refer to this Agreement as a whole and not to any particular part
\nof this Agreement; (v) References to agreements (including, without limitation,
\nthis Agreement) and other contractual instruments shall be deemed to include all
\nappendices, schedules, exhibits, annexes and attachments attached thereto and
\nall subsequent amendments and other modifications to such agreements; (vi)
\nReferences to Parties include their respective successors and permitted assigns;
\nand (vii) Reference to a given applicable law is a reference to that law as
\namended or modified as of the date on which the reference is made.<\/p>\n

[Signature Page Follows]<\/p>\n

16<\/p>\n

\n

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of
\nthe Execution Date.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

GIVEN IMAGING K.K.<\/p>\n<\/td>\n

<\/td>\n\n

SUZUKEN CO., LTD.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Hidemi Suzuki<\/p>\n<\/td>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Masami Kamiya<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Hidemi Suzuki<\/p>\n<\/td>\n

<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Masami Kamiya<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

Representative Director<\/p>\n<\/td>\n

<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director & Senior General Manager Headquarters of Corporate Planning
\nDepartment, General Manager Corporate Planning Department<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Acknowledged:<\/p>\n<\/td>\n

<\/td>\n\n

Acknowledged:<\/p>\n<\/td>\n<\/tr>\n

\n

GIVEN IMAGING LTD.<\/p>\n<\/td>\n

<\/td>\n\n

MARUBENI CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Dr. Gavriel D. Meron<\/p>\n<\/td>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/a\/ Hitoshi Sakamoto<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

\n

Dr. Gavriel D. Meron<\/p>\n<\/td>\n

<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Hitoshi Sakamoto<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

\n

President and Chief Executive Officer<\/p>\n<\/td>\n

<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Corporate Vice President, Executive Corporate Officer, Business Incubation
\nDept.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Pablo Halpern<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

\n

Pablo Halpern<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

\n

Vice President, Global Sales and Marketing<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Distribution Agreement]<\/p>\n

\n<\/p>\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

Schedule A<\/u><\/strong><\/p>\n<\/p>\n

[***Redacted***]<\/strong><\/p>\n<\/p>\n

\n<\/p>\n

Portions of this agreement have been omitted pursuant
\nto a request for confidential treatment filed with the <\/strong><\/p>\n

Securities and Exchange Commission. The omissions have
\nbeen indicated by “[***Redacted***]”, and the <\/strong><\/p>\n

omitted text has been filed separately with the
\nSecurities and Exchange Commission.<\/strong><\/p>\n

Schedule B<\/u><\/strong><\/p>\n

[***Redacted***]<\/strong><\/p>\n

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