**DISTRIBUTION
      AGREEMENT**




by
      and
      between




GIVEN
      IMAGING K.K.




And




SUZUKEN
      CO., LTD.




Dated
      May
      9, 2002










**DISTRIBUTION
      AGREEMENT**




This
      Distribution Agreement (the " Agreement " )
      is
      entered into as of May 9, 2002 (the " Execution
      Date " )
      by and
      between Given Imaging K.K. ( " Given
      Japan " ),
      a
      Japanese corporation having its principal office at 4-12, Hirakawacho 1-chome,
      Chiyoda-ku, Tokyo, and Suzuken Co., Ltd. ( " Suzuken " ),
      a
      Japanese corporation having its principal office at 8 HigashiKataha-machi,
      Higashi-ku, Nagoya, Aichi. Suzuken and Given Japan are sometimes referred to
      individually as a " Party " and
      together as the " Parties " .




**RECITALS**




WHEREAS
      Given Japan and Given Imaging Ltd. ( " Given
      Imaging " )
      are
      Parties to that certain Amended Supply Agreement (the " Supply
      Agreement " )
      dated
      of even date herewith for supply by Given Imaging to Given Japan of the Given
      Diagnostic Imaging System (the "Given System") currently consisting of the
      M2A TM Capsule,
      a Data Recorder Kit and the RAPID TM Work
      Station for the diagnosis of the Gastro-Intestinal Tract, as listed in **Schedule
      A,** attached
      hereto, and any enhancements, improvements or related product developed by
      Given
      Imaging (collectively the " Product " )
      for
      distribution in Japan (the " Territory " ),
      and




WHEREAS,
      Suzuken markets, distributes and sells pharmaceutical products and medical
      equipment and disposable items throughout the Territory; and




WHEREAS,
      subject to the terms and conditions of this Agreement, Given Japan wishes to
      appoint Suzuken as its distribution representative for the Product in the
      Territory; and




WHEREAS,
      Suzuken wishes to accept such appointment and to act as Given Japan's
      distribution representative in the Territory for the Product pursuant to the
      terms and conditions of this Agreement;




NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein contained, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the Parties hereby
      agree as follows:




**AGREEMENT**




1.  Appointment .




1.1  Appointment .
      Subject
      to the terms hereof, Given Japan hereby appoints Suzuken as its exclusive
      distributor of the Product to Customers in the Territory, subject to the
      exceptions and restrictions stated herein, and Suzuken accepts this appointment.
      To perform its obligations as exclusive distributor, Given Japan grants to
      Suzuken the non-transferable (except as provided in Section 15) right to market,
      distribute and sell the Product directly to Customers in the Territory. " Customers " (each,
      individually a " Customer " )
      means
      customers who purchase the Product for their own internal use and not for
      further marketing, distribution, sale or resale.









1.2  No
      Resellers .
      Suzuken
      shall not appoint any resellers for the Product without the express prior
      written consent of Given Japan other than purchasing agents nominated by
      hospitals and other healthcare providers for purchasing medical supplies on
      their behalf.




1.3  Restrictions .
      Such
      appointment as set forth in Section 1.1 is subject to any law and directives
      applicable in the Territory. Suzuken shall not use the Product for any purpose
      other than the purposes of this Agreement, and Suzuken shall not sell, market
      or
      distribute the Product, or conduct any marketing activity with respect to the
      Product outside the Territory, without the express, prior, written approval
      of
      Given Japan. Suzuken shall have no distribution rights pursuant to this
      Agreement for any Given Imaging products other than the Product. Suzuken shall
      not distribute the Product, as such, in integration with other products or
      technologies or other than as a stand-alone product, and shall not attempt
      to
      separate the Product's components or to use a component separately and not
      as
      part of the Product, without first obtaining Given Japan's prior written
      consent.




1.4  Language .
      Any and
      all correspondence between the Parties hereto, including training and technical
      or other documents or notices exchanged between the Parties and with any third
      Party relating to this Agreement, shall be in the Japanese; provided that at
      Given Japan's reasonable request, Suzuken shall provide English translation
      of
      its correspondence but shall not bear responsibility for the accuracy of any
      translation prepared by a reasonably selected outside translation
      service.




1.5  Performance
      Standard .
      Suzuken
      shall and shall cause its employees, agents and independent contractors to
      exercise reasonable care in the performance of any and all of its duties under
      this Agreement and in taking any other action(s) related thereto, including
      without limitation, the handling, installation, demonstration or servicing
      of
      any Product. Further, Suzuken shall not engage in any illegal, unfair, or
      deceptive business practices in connection with its performance under this
      Agreement. Suzuken acknowledges that breach of this provision shall be a
      material breach of this Agreement.




2.  Trademarks
      and Domain Names .




2.1  Sublicense . 
      ( a) Given
      Japan hereby grants Suzuken a limited sublicense to use and display the
      trademarks Given TM ,
      M2A TM and
      RAPID TM owned by
      Given Imaging (collectively, the " Given
      Marks " )
      and
      licensed to Given Japan pursuant to the Supply Agreement solely for marketing
      purposes in publications, articles, advertisements and other promotional
      materials in the Territory only in connection with the Product during the
      Term.




(b)  All
      advertising and other materials in which the Given Marks are used shall be
      subject to Given Japan's prior written consent, which may be withheld in its
      reasonable discretion. Suzuken acknowledges that such advertising and other
      materials may be subject to review and approval by Given Imaging under the
      Supply Agreement. Upon termination of this Agreement, this limited license
      shall
      immediately terminate and Suzuken shall cease all use of the Given Marks other
      than reasonably necessary to fulfill pending purchase order for
      Products.




2




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




(c)  Without
      limiting the forgoing, all use by Suzuken of the Given Marks (including any
      Japanese language translation thereof into *katakana* or
      otherwise) or domain name shall inure to the benefit of Given Imaging, and
      Suzuken shall not obtain any rights with respect to the Given Marks or domain
      names, other than any rights expressly set forth herein. Suzuken hereby
      irrevocably assigns to Given Imaging in perpetuity all worldwide right, title
      and interest, if any, that are owned or obtained by Suzuken in any of the Given
      Marks (including any Japanese language translation thereof into *katakana* or
      otherwise) or domain names.




2.2  Limitations .
      Suzuken
      agrees not to attach or apply to the Product any other materials (including
      packaging) of whatever media, any label, marking or other information that
      has
      not been approved by Given Japan in writing in advance. Suzuken acknowledges
      that all rights in the Given Marks and domain names are and shall remain the
      sole property of Given Imaging. Given Japan reserves the right to add to,
      change, or discontinue the use of the Given Marks or domain names, on a
      selective or general basis, at any time. Suzuken shall not remove, obscure
      or
      obliterate any Given Imaging patent, trademark or any other proprietary notices
      incorporated in, marked on or affixed to the Product, and shall include such
      notices in marketing materials in accordance with Given Japan's
      instructions.




3.  Regulatory
      and Marketing Approvals .
      Given
      Japan shall use its best efforts to obtain and maintain all regulatory and
      governmental approvals necessary for the marketing of the Products throughout
      the Territory, as well as for health insurance reimbursement. Upon request
      by
      Given Japan, Suzuken shall, to the extent reasonable, assist Given Japan in
      preparing and filing any such requests or applications as well as taking other
      actions necessary for obtaining such approvals. Such assistance shall include,
      but is not necessarily limited to allocating appropriate professional manpower,
      whose costs shall be borne by Suzuken. The approvals will be in Given Japan's
      name, and costs for procuring such approvals shall be borne by Given Japan.
      The
      above shall apply to the existing Product items as well as to new Product items,
      as may be announced by Given Imaging from time to time.




4.  Given
      Japan's Responsibilities .
      Given
      Japan shall:




(a)  subject
      to delivery from Given Imaging pursuant to the Supply Agreement, ship Product
      within **[***Redacted***]** of
      receipt of Product purchase order from Suzuken and sell the Products to Suzuken,
      pursuant to purchase orders to be placed by Suzuken and at the prices, delivery
      dates and otherwise in accordance with this Agreement; provided that (i) Given
      Japan shall cause Given Imaging to ship M2A capsules within **[***Redacted***]** and (ii)
      to assist Suzuken in meeting initial unexpected demand, **[***Redacted***]** period
      commencing upon receipt of **[***Redacted***]** prior
      written notice from Suzuken, once **[***Redacted***]** (but not
      before **[***Redacted***]** from
      previous Emergency Order (defined below)) Suzuken may submit an emergency order
      for up to **[***Redacted***]** M2A
      capsules (an " Emergency
      Order " )
      and
      Given Japan shall cause Given Imaging to deliver such capsules within **[***Redacted***]** of
      receipt of such order in accordance with the Supply Agreement; provided further
      that Given Japan shall place a purchase order with Given Imaging for the
      Products within **[***Redacted***]** of
      receipt of such order from Suzuken;




3




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




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




(c)  provide
      the personnel of Suzuken assigned for the sales and service of the Product
      with
      adequate training as to the operation, installation, maintenance and
      troubleshooting of the Product (training of technical personnel for repairs
      of
      Product parts shall be provided by Given Imaging in Israel). Suzuken shall
      not
      be charged for such training other than reimbursement by Suzuken of reasonable
      hotel and travel expenses of personnel of Given Imaging or Given Japan, as
      the
      case may be, who travel to Japan in accommodating Suzuken's request for training
      pursuant to this Section 4(c);




(d)  assist
      Suzuken in its promotion efforts by sending representatives to attend and
      lecture in medical meetings, as requested by Suzuken, offer explanations and
      answer questions regarding the Product and its use and join conventions and,
      trade shows etc., all if coordinated in advance, subject to personnel
      availability reimbursement by Suzuken of reasonable hotel and travel expenses
      of
      personnel of Given Imaging or Given Japan, as the case may be, who travel to
      Japan at in accommodating Suzuken's request pursuant to this Section
      4(d);




(e)  refer
      to
      Suzuken inquiries coming from the Territory through other international
      promotion channels (international advertisements, trade shows etc.) for
      purchasing Products for use within the Territory;




(f)  subject
      to receipt of a prior written notice to such effect from Given Imaging under
      the
      Supply Agreement, give Suzuken a ninety (90) days minimum prior notice of any
      modifications and improvements in the Products (including specifications,
      options, features, software upgrades or updates configuration,
      etc.);




(g)  provide
      Suzuken, at not cost, with all the leads and relevant information received
      by
      Given Japan from Given Imaging coming from the Territory through its Webcentric
      marketing and sales system, as soon as practicable after the system is
      operational;




(h)  at
      its
      own expense, monitor Suzuken's performance; and




(i)  **[***Redacted***]** ;




(j)  **[***Redacted***]** ,
      participate in **[***Redacted***]** international
      gastroenterology congress or convention in the Territory;




(k)  **[***Redacted***]** ;




(l)  during
      the Term, not exercise by itself nor grant to or authorize exercises by any
      other person or entity in the Territory any of the rights granted to Suzuken
      under Sections 1.1 or 1.2; and




4




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange Commission.**




(m)  during
      the Term, not grant to or authorize exercise by any other person or entity
      in
      the Territory any of the rights granted to Suzuken under Section
      2.1.




5.  Suzuken
      's Responsibilities .
      Suzuken
      shall:




(a)  use
      its
      best efforts to market and sell the Product in the Territory, in accordance
      with
      a sales plan (which includes marketing and staffing) that is to be agreed upon
      by Given Japan and Suzuken;




(b)  **[***Redacted***]** ;




(c)  **[***Redacted***]** ;




(d)  maintain
      adequate inventory of the Product to meet the market demand and needs of
      Customers in the Territory and provide a high level of service to Customers.
      ("high level" shall mean **[***Redacted***]** );




(e)  **[***Redacted***]** ;




(f)  **[***Redacted***]** ;




(g)  make
      minor repairs to equipment and provide on-site service and in doing so, Suzuken
      shall follow given Japan's reasonable instructions and utilize only such Product
      components or spare and service parts, as applicable, for the Product as
      approved by or obtained from Given Japan. Accordingly, Suzuken shall maintain
      a
      stock of Product and spare units in quantity sufficient to provide such
      services;




(h)  provide
      Customers with basic training and education in the use of the Product, in
      accordance with Given Japan's guidance;




(i)  provide
      first level customer and technical support;




(j)  handle
      warranty claims (subject to reimbursement by Given Japan for defective
      Products). **[***Redacted***]** ;




(k)  **[***Redacted***]** ;




(l)  print
      promotional materials and literature as provided by Given Japan under Section
      4(b);




(m)  participate
      in **[***Redacted***]** gastroenterology
      congress/convention/exhibit held in the Territory;




(n)  **[***Redacted***]** ;




(o)  notify
      Given Japan's designated medical vigilance personnel in writing **[***Redacted***]** from the
      date that Suzuken becomes aware of the incident or near incident of any incident
      or near incident associated with the Product **[***Redacted***]** ,
      provide
      Given Japan all data and information required in order to prepare a medical
      device agency vigilance report or to comply with applicable law or requirements
      of the Ministry of Health Labor and Welfare of Japan ("MOH") and otherwise
      cooperate fully with Given Japan in a timely manner. **[***Redacted***]** .
      In this
      sub section, "incident" shall include, but is not limited to, **[***Redacted***]** .
      A
      "serious deterioration in the state of health" shall include, but is not limited
      to, **[***Redacted***]** ;




5




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




(p)  (i)
      appoint a representative for implementation of this Agreement, who shall serve
      as a point of contact (ii) **[***Redacted***]** and
      (iii) cause all its staff directly involved in the marketing and sales of the
      Product, from the level of regional sales manager and up, to attend a meeting
      with representatives of Given Japan **[***Redacted***]** ;




(q)  not
      make
      any representations or give any warranties concerning the Product or its
      capabilities which are false or misleading in any way **[***Redacted***]** ;




(r)  notify
      Given Japan of all matters of importance coming to its attention, relating
      to
      the Product and their service, legislative changes, governmental or local
      policies, new products and market trends;




(s)  refrain
      from making any change in the Product (including any part, component or feature
      thereof), unless specifically approved by Given Japan in writing;




(t)  subject
      to any applicable law or directive, refrain from selling Product to any entity
      outside the Territory or to any entity who Suzuken reasonably believes may
      resell, export or use the Product outside the Territory and refer to Given
      Japan
      any inquiries regarding the Product coming from outside the
      Territory;




(u)  reasonably
      cooperate with Given Japan on all matters of medical vigilance and report all
      Product problems;




(v)  **[***Redacted***]** ;




(w)  sell
      the
      Product only under Given Japan's limited warranty, as set forth in this
      Agreement;




(x)  **[***Redacted***]** and
      provide Customers with basic training and education in the use of the Products,
      in accordance with Given Japan's guidance; and




(y)  ensure
      that all its personnel involved in the marketing and service and distribution
      of
      the Product are adequately trained.




6




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




6.  Terms
      and Conditions of Sale .
      All
      purchases of Products by Suzuken from Given Japan during the term of this
      Agreement shall be subject to the terms and conditions attached hereto as **Schedule
      B** .
      The
      prices in **Schedule
      B** relate
      only to currently marketable parts and components of the Product, not to future
      parts and components of the Product.




7.  Proprietary
      Rights .




7.1  Reporting
      of Third Party Infringement .
      Suzuken
      undertakes to promptly inform Given Japan in writing of any possible
      infringement by third parties in Japan of Given Imaging's proprietary rights
      including any duplication of the Product (including any part, component or
      feature thereof) or the Given Marks that Suzuken becomes aware of, **[***Redacted***]** .




7.2  Handling
      of Infringement Claims .




(a)  Suzuken
      undertakes to promptly inform Given Japan in writing of any actual or threatened
      claim that the Product or part thereof purchased by Suzuken hereunder may
      infringe a third party's proprietary rights in the Territory that Suzuken
      becomes aware of. In the event that Suzuken notifies Given Japan as aforesaid,
      then Given Japan agrees to defend (subject to reasonable assistance by Suzuken
      provided that Given Japan shall reimburse all of Suzuken's pre-approved
      expenses) and may, in its sole discretion, **[***Redacted***]** .




(b)  If
      it is
      determined by the court of first instance **[***Redacted***]** that the
      Product or a part thereof purchased by Suzuken hereunder infringes a third
      party's proprietary rights in the Territory, Given Japan shall indemnify and
      hold harmless Suzuken as well as its shareholders, employees, directors,
      representatives, Customers and agents (each an " Indemnified
      Party " )
      from
      and against their direct losses, costs and expenses set by such court to the
      extent based on such Infringement Claim (as defined below), except to the extent
      such losses, costs and expenses result from the Indemnified Party's breach
      of
      this Agreement, bad faith, willful misconduct or gross negligence. " Infringement
      Claim " means
      any third party claim that the Product or a part thereof infringes a third
      party's proprietary rights in the Territory.




7.3  **[***Redacted***]** .




7.4  Assignment
      of Inventions .




(a)  Suzuken
      shall inform Given Japan of any Invention (as defined below) relating to the
      Product and, at Given Japan's request and expense, Suzuken hereby expressly
      assigns all right, titles and interests in and to any Inventions (defined below)
      to Given Imaging and shall execute any necessary assignment, patents forms,
      trade marks, and the like and will assist in the drafting of any description
      or
      specification of the Invention as may be required for Given Imaging's records
      and in connection with any application for patents. Suzuken shall treat all
      information relating to any Invention as Confidential Information. While, where
      relevant, the name of the Inventor on the Patent Applications will be that
      of
      the inventor, Given Imaging shall be the exclusive owner of any invention,
      trademark, copyright, improvement know-how or other intellectual property which
      shall be developed by Suzuken using any Confidential Information (defined below)
      of Given Japan or Given Imaging or with the involvement of any personnel of
      Given Japan or Given Imaging ( " Inventions " ),
      and of
      any patent, patent application, trademark, copyright and such other rights
      therein, without any additional compensation to Suzuken. It is understood that
      Given Japan shall pay Suzuken any expense incurred by it in assisting it, at
      its
      request, in obtaining patent, trademark, copyright or other protection
      hereunder. Given Imaging's rights shall be world-wide and shall attach to any
      such Invention notwithstanding that it is perfected or reduced to specific
      form
      after Suzuken has ceased its services hereunder, provided that its conception
      during the term hereof.




7




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




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




8.  Defects
      Warranty .




8.1  Limited
      Customer Warranty .
      Given
      Japan shall provide a warranty to Suzuken and Customers warranting that the
      Product shall be free from defects in material or workmanship for a period
      as
      described below:




(i)  for **[***Redacted***]** in the
      case of the RAPID TM Workstation, Data Recorder Kit carrying case, DataRecorder TM ,
      RecorderBelt TM and
      Battery Charger;




(ii)  **[***Redacted***]** in the
      case of the M2A TM 10-Pak;
      and




(iii)  for **[***Redacted***]** in the
      case of the Rechargeable Battery Packs and SensorArray TM .




Suzuken
      shall make available to Customers a copy of Given Japan's warranty to
      Customers.




8.2  Limitation
      of Warranty Liability .
      The
      liability of Given Japan under this warranty is limited to **[***Redacted***]** .




8.3  Exclusions .
      This
      warranty shall not apply to a Product which has been repaired or altered other
      than in accordance with Given Japan's instructions, nor shall it apply to a
      Product which has been subject to misuse, unauthorized use, negligence,
      accident, (including fire, water, explosion, smoke, vandalism, etc.) or which
      has been operated contrary to Given Japan's instructions or any other cause
      beyond Given Japan's control. Without derogating from the above, the warranty
      is
      void, if at any time:




8




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




(i)  anyone
      other than Given Japan's authorized personnel removes a Product casing and/or
      attempts to make or makes any internal changes, removals, attachments or
      additions to the Product or components thereof; or




(ii)  anyone
      installs unauthorized software on to the Product.




8.4  Return/Replacement
      of Products Under Warranty .
      Products or parts thereof may be returned for repair, replacement or adjustment
      to Given Japan. No credit allowances will be given or replacements shipped
      unless defects are verified by Given Japan or Given Japan's authorized
      personnel.




8.5  Exclusive
      Remedy .
      THE
      FOREGOING WARRANTY IS SUZUKEN'S SOLE AND EXCLUSIVE REMEDY AGAINST GWEN JAPAN
      HEREUNDER, AND IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, GUARANTEES, PROMISES,
      OR REPRESENTATIONS WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING WARRANTIES OF
      MERCHANTABILITY, SATISFACTORINESS OR FITNESS FOR ANY PARTICULAR PURPOSE OR
      USE.
      IN NO EVENT SHALL GIVEN JAPAN BE LIABLE FOR LOSS OF USE, LOSS OF PROFITS, OR
      OTHER COLLATERAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EXCEPT AS SET FORTH IN
      SECTION 7 (Proprietary Rights) AND SECTION 9.1(ii) and 9.2 (Indemnification),
      EACH PARTY'S TOTAL LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED
      TO
      THE AMOUNT PAID BY SUZUKEN HEREUNDER IN THE **[***Redacted***]** PERIOD
      PRECEDING THE DATE OF THE CLAIM UNDER THIS AGREEMENT.




8.6  Response
      to Warranty Claims .
      Suzuken
      shall handle all Customer warranty claims under the warranty set out in Section
      8.2 at its expense subject to reimbursement by Given Japan for defective
      Products.




9.  Indemnification .




9.1  Mutual
      Indemnification .
      Each
      Party shall be liable for and shall indemnify, defend, and hold the other
      harmless against any liability, damages, or loss from any claims, actions,
      suits, judgments, proceedings, demands, recoveries or expenses, including,
      but
      not limited to, reasonable attorneys' fees, arising out of, based on, or caused
      by (i) any breach of this Agreement or any of its obligations hereunder or
      (ii)
      violation of any applicable Japanese law, statute, ordinance, rule or regulation
      with regard to the Product by the indemnifying Party or any of its respective
      employees, agents or independent contractors, except to the extent such damages
      arise from the bad faith, willful misconduct or gross negligence of the
      indemnified Party or its their respective employees or representatives (whether
      authorized or not).




9.2  Indemnification
      by Given Japan .




(a)  Notwithstanding
      anything herein to the contrary, Given Japan shall defend, indemnify and hold
      harmless Suzuken, its officers, agents, employees and representatives and any
      of
      its Customers (each referred to in this Section 9.2 as an " Indemnified
      Party " )
      from
      and against any and all direct costs, expenses, losses, damages or liabilities
      awarded by a court of first instance (provided that Suzuken will first appeal
      such determination if (i) requested by Given Japan and (ii) Given Japan timely
      funds the bond necessary to stay execution of such determination) to the extent
      based on any Product Liability Claim (defined below), except to the extent
      such
      damages arise from the bad faith, willful misconduct or gross negligence of
      such
      Indemnified Party or their respective employees or representatives (whether
      authorized or not). Given Japan agrees that, if the Products in the inventory
      of
      Suzuken, become or are subject of such a determination, Suzuken will be entitled
      to return such Products for a refund of the purchase price.




9




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




(b)  The
      foregoing rights of indemnification shall be conditioned on the Indemnified
      Party (i) furnishing prompt notification to Given Japan as soon as it becomes
      aware of such claim or action being made, threatened or reasonably expected
      (this obligation shall not apply to Customers; provided that Customers shall
      be
      required to provide such notice to Suzuken), (ii) permitting Given Japan or
      its
      designee to control defense and settlement of any such third-party claim or
      action, and (iii) cooperating in the defense by Given Japan or its designee
      at
      Given Japan's expense.




(c)  " Product
      Liability Claim " means a
      third party claim based on any death, bodily injury or property damages
      occurring out of the Given System, including, without limitation, a claim based
      on the Product
      Liability Act of Japan ,
      Law No.
      85 promulgated on July 1, 1994 as it may be amended.




10.  Regulatory
      Inspections .
      Suzuken
      shall allow representatives of regulatory agencies or authorities with
      jurisdiction over the manufacture, marketing and distribution of the Product
      to
      tour and inspect all facilities utilized by Suzuken in the marketing,
      distribution, or storage, of Product sold under this Agreement, and shall
      co-operate with such representatives in every reasonable manner. Suzuken shall
      provide Given Japan with a copy of any notices of adverse findings, regulatory
      letters or similar notifications it receives from any other governmental
      authority setting forth adverse findings or non compliance with any applicable
      laws, regulations or standards relating to the items supplied by it hereunder.
      Suzuken shall also provide Given Japan with a copy of its proposed written
      response to such governmental authority before submission and shall incorporate
      all changes thereto which Given Japan requests.




11.  Term
      and Termination .




11.1  Term .
      Subject
      to the terms and conditions set forth herein, and unless terminated earlier
      in
      accordance with Section 11.3, the term of this Agreement shall be as set forth
      in **Schedule
      B** (the " Term " ).




11.2  Continuation .
      The
      Term shall be automatically renewed for consecutive periods of one (1) year
      each
      so long as Suzuken **[***Redacted***]** and (ii)
      perform all of its obligations under this Agreement.




11.3  Termination
      by Either Party .
      This
      Agreement and Suzuken 's distribution rights hereunder shall immediately
      terminate upon the occurrence of any one of the following:




10




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange Commission.**




(a)  a
      material breach by either Party of its obligations under this Agreement that
      has
      not been cured (when curable, otherwise this cure period shall not apply) within
      ninety (90) days from receipt of written notice of thereof from the
      non-breaching Party.




(b)  either
      Party voluntarily files a petition in bankruptcy or liquidation, or has such
      a
      petition involuntarily filed against it, which is not discharged within 45
      days
      after filing, or is placed in receivership, or in the hands of a trustee for
      the
      benefit of creditors or enters into any analogous situation or position under
      the law of any relevant jurisdiction or ceases doing business in the marketing,
      distribution, manufacture, sale or lease of Products.




11.4  Termination
      by Given Japan .
      Given
      Japan may, at its sole discretion, upon **[***Redacted***]** prior
      written notice (unless a shorter time is indicated below), terminate this
      Agreement (or make the distribution rights hereunder non-exclusive in the event
      that: (i) **[***Redacted***]** ;
      or (ii) **[***Redacted***]** ;
      or
      (iii) upon **[***Redacted***]** prior
      written notice, in the event that **[***Redacted***]** .




11.5  Sale
      after Termination .
      If the
      term of this Agreement expires or this Agreement is terminated by Suzuken due
      to
      a breach by Given Japan, Suzuken shall at its option, (i) have the rights to
      sell the Products in its inventory or (ii) cause Given Japan to purchase the
      Products in good and salable condition in its inventory at the purchase price.
      Without prejudice to the foregoing, in the event that this Agreement expires
      or
      is terminated by Suzuken due to a breach by Given Japan, Suzuken may continue
      to
      sell the Products to its existing Customers until Given Japan or its newly
      appointed distributor becomes able to provide such Customers with the Products.
      In the event this Agreement is terminated by Given Japan due to breach by
      Suzuken or under Section 11.4, the Parties, together with Marubeni and Given
      Imaging, shall discuss transfer of Suzuken's Customer accounts to Given Japan
      or
      its newly appointed distributor to effect continuous sale of the Products to
      Suzuken's existing Customers.




12.  Non-Compete .
      During
      the Term and, **[***Redacted***]** ,
      (the " Restriction
      Period " ),
      Suzuken shall not without Given Japan's prior written consent:




(i)  directly
      or indirectly engage, participate or invest in any business whose primary
      business is the Restricted Business (defined below) in the Territory, or assist
      any business organization or person whose primary business engages in, or
      otherwise assist any division or unit of a business organization or person
      if
      the primary business of such division or unit is in the Restricted
      Business;




(ii)  directly
      or indirectly, on behalf of itself or any other person or entity, approach,
      contact or solicit Given Japan's customers in connection with any Restricted
      Business; or




(iii)  directly
      or indirectly, on behalf of itself or any other person or entity, solicit the
      services of, employ or agree to employ, engage or otherwise retain the services
      of any person who is or was an employee of Given Japan for the purposes of
      the
      Restricted Business.




11




**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




The " Restricted
      Business " shall
      mean **[***Redacted***]** .




13.  Confidentiality .




13.1  Confidentiality
      Obligation . 
      (a ) Each
      Party shall hold in trust and confidence for the other Party all Confidential
      Information (as defined below) disclosed to the receiving Party at any time
      during the Term and neither Party shall disclose such Confidential Information
      to any person outside of the other Party. Each Party agrees to indemnify the
      other Party for any loss resulting from a breach of its duty to maintain such
      confidentiality.




(b)  " Confidential
      Information " means
      any non-public information, data, trade secrets or know-how, or business or
      technical information of a Party or other information of a Party related to
      the
      Product or any Invention, including, but not limited to, ideas, concepts,
      strategies, business and marketing plans, financial and operational information,
      investment opportunities and investments, research, product plans, customer
      and
      client lists and names, business contact lists and names, prices and costs,
      markets, developments, inventions, processes, marketing, licenses or other
      business information of a Party; provided that to be treated as Confidential
      Information, the information (whether disclosed in writing or orally) must
      be
      either (i) marked "Confidential" prior to its disclosure or if any of the
      foregoing is not so marked or which is disclosed orally or observed
      accidentally, it must be identified in writing as confidential within thirty
      (30) days of disclosure or (ii) clearly confidential in nature; provided that
      if
      there is any doubt as to whether or not the information is clearly confidential
      in nature, the receiving Party shall confirm its nature with the disclosing
      Party.




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




13.2  Limitations
      on Use; Return of Information .
      Confidential Information of the other Party shall not be used by either Party
      for any purposes except those for which the information was disclosed by or
      derived from the disclosing Party. All Confidential Information disclosed to
      a
      Party hereunder is, and shall remain, the sole property of the disclosing Party.
      Upon termination or expiration of this Agreement, the receiving Party shall
      cease use of all Confidential Information, and shall promptly destroy or return
      to the disclosing Party, all such Confidential Information.




13.3  Need
      to Know Basis .
      Each
      Party agrees that the Confidential Information received from the other Party
      shall be disclosed only to such of its respective employees and sales or service
      representatives that have a need to know about such Confidential Information
      for
      a use authorized by this Agreement. Each Party undertakes to bind its respective
      employees, officers, sales, technical, maintenance and service representatives,
      and other third parties to




12




13.4  whom
      Confidential Information is disclosed as permitted hereunder, to the terms
      and
      conditions contained herein.




13.5  Ongoing
      Confidentiality Obligations .
      The
      obligations respecting Confidential Information imposed on each Party
      respectively shall continue during the term of this Agreement and for as long
      as
      such Party continues to hold any such Confidential Information of the other
      Party.




13.6  Limitation
      of Rights .
      Unless
      otherwise specifically stated herein, this Agreement does not grant Suzuken
      any
      manufacturing, assembly, production, modification or licensing rights, or any
      rights in any patents, patent applications, trademarks, and trade names,
      copyrights or know-how of Given Japan.




13.7  Injunctive
      Relief .
      Each
      party hereby acknowledges and agrees that in the event of its violation hereof
      the other Party shall be authorized and entitled to obtain from any court of
      competent jurisdiction, preliminary and permanent injunctive relief, which
      rights and remedies shall be cumulative and in addition to any other rights
      or
      remedies to which each Party shall be entitled under law or under this
      Agreement.




14.  Independent
      Contractors .
      The
      Parties are independent contractors. Nothing in this Agreement shall be
      construed to constitute the Parties as principal and agent, employer and
      employee, franchiser and franchisee, partners, joint venturers, corporate
      affiliates, co-owners or otherwise as participants in a joint
      undertaking.




15.  Assignment .
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by either Party without the prior written consent of the other
      Party; provided that it is expressly agreed that Suzuken may assign this
      Agreement to its wholly-owned subsidiary, provided that (i) Suzuken shall remain
      jointly and severally liable for satisfaction of its obligations set forth
      in
      this Agreement and (ii) this Agreement shall automatically terminate in the
      event such subsidiary ceases to be a 100% owned and controlled by
      Suzuken.




16.  Disputes .




16.1  Resolution
      of Disputes .
      The
      Parties will attempt to resolve all disputes arising out of or in connection
      with this Agreement (including any disagreement concerning the validity,
      enforceability or interpretation of this Agreement) through amicable and good
      faith discussions. If a dispute arises among the Parties then the senior
      management of each of the Parties shall engage in amicable and good faith
      discussions to attempt to resolve such dispute.




16.2  Arbitration .
      In the
      event the Parties are unable within thirty (30) days to settle any dispute
      amicably as provided in Section 16.1, then, such dispute shall be finally
      determined under the Rules of Arbitration of the International Chamber of
      Commerce by a single arbitrator fluent in English. The place of such arbitration
      shall be London, England unless the claim as submitted, or subsequently amended,
      if accepted by the arbitrator shall have no direct or indirect effect on Given
      Imaging, other than in its capacity as a shareholder of Given Japan, in which
      case the arbitration may be in Tokyo, Japan. The language of the arbitration
      shall be English. Judgment upon an arbitral award rendered by the arbitrator
      may
      be entered in any court having jurisdiction.




13




17.  Miscellaneous .




17.1  Governing
      Law and Language .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      Japan, without regard to its conflict of laws rules. The English language text
      of this Agreement shall be the only binding version. Any translation hereof
      shall have no legal effect.




17.2  Publication,
      Press releases .
      Both
      Parties may release press releases that refer to the existence of an agreement
      between the Parties, without divulging the commercial details of the agreement,
      and subject to their respective confidentiality obligations to each other.
      Both
      Parties shall send the other Party a copy of any draft press release that refers
      to the other Party, for advance approval before release. Approvals will not
      be
      unreasonably withheld, and shall be provided on a timely basis.




17.3  Recitals
      and Schedules .
      All
      Recitals and all Schedules attached to this Agreement constitute an integral
      part of this Agreement. The definitions of this Agreement shall apply to all
      Schedules.




17.4  Headings .
      The
      headings of sections and subsections of this Agreement are inserted only for
      the
      purposes of convenience and they shall not be construed as to affect the scope,
      meaning or intent of the provisions of this Agreement or any part or portion
      thereof, nor shall they otherwise be given any legal effect.




17.5  Notices .
      Any and
      all notices, requests, demands and other communications required or otherwise
      contemplated to be made under this Agreement shall be in writing and in English
      and Japanese and shall be provided by one or more of the following means and
      shall be deemed to have been duly given (i) if delivered personally, when
      received; (ii) if transmitted by facsimile, on the date of transmission with
      receipt of a transmittal confirmation; or (c) if by international courier
      service, on the fourth Business Day following the date of deposit with such
      courier service, or such earlier delivery date as may be confirmed in writing
      to
      the sender by such courier service. Unless otherwise instructed, all such
      notices, requests, demands and other communications shall be addressed to
      Parties at their addresses as follows:




(a)
            if
                to the Suzuken, to




Suzuken
      Co., Ltd.


8
      HigashiKataha – machi


Higashi-ku


Nagoya,
      Aichi


JAPAN.


Facsimile:
      (81-52) 951-6696


Attention:
      Senior General Manager, Business Development Department


14




(b)
            if
                to the Company, to:




Given
      Imaging K.K.


4-12,
      Hirakawacho 1-chome


Chiyoda-ku,
      Tokyo


JAPAN.


Facsimile:
      (81-3) 5215-8765


Attention:
      Representative Director




with
      copy
      to:




Given
      Imaging Ltd.


New
      Industrial Park


PO
      Box
      258


Yoqueam
      20692, Israel


Fax:
      972-4959-2466


Attention:
      Yoram Ashery, Vice President - Business Development and Pablo Halpern, Vice
      President - Global Sales and Marketing




17.6  No
      Waiver .
      Failure
      by either Party to enforce any provision of this Agreement will not be deemed
      a
      waiver of future enforcement of that or any other provision.




17.7  Force
      Majeure .
      Neither
      Party shall be responsible for any failure to perform due to unforeseen
      circumstances or to causes beyond the Party's reasonable control, including
      but
      not limited to acts of God, war, riot, embargoes, acts of civil or military
      authorities, fire, floods, accidents, strikes, or shortages of transportation,
      facilities, fuel, energy, labor, or materials. In event of any such delay in
      delivery or payment, the Party in delay may defer the performance date for
      a
      period equal to the time of such delay, provided that the lack of liquidity
      by
      one Party shall not constitute a Force Majeure.




17.8  Severability .
      If any
      provision of this Agreement is determined to be invalid or unenforceable, the
      provision shall be deemed to be severable from the remainder of this Agreement
      and shall not cause the invalidity or unenforceability of the remainder of
      this
      Agreement. The Parties shall make their best efforts in order to render
      effective such provisions of this Agreement not affected thereby and this
      Agreement will continue in full force and effect.




17.9  Entire
      Agreement .
      This
      Agreement, including all supplements and Schedules constitutes the entire
      agreement between the Parties with respect to the subject matter hereof and
      supersedes all prior agreements, understanding or representations, oral or
      written between the Parties hereto regarding such matter.




17.10  Amendments .
      This
      Agreement may be modified or amended only in writing, signed by duly authorized
      representatives of both Parties.




17.11  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




15




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




[Signature
      Page Follows]




16




IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement, as of the
      Execution Date.




GIVEN IMAGING K.K.
            
            SUZUKEN CO., LTD.By:
            /s/
                Hidemi Suzuki
            
            By:
            /s/
                Masami KamiyaName:
            Hidemi
                Suzuki
            
            Name:
            Masami
                KamiyaTitle:
            Representative
                Director
            
            Title:
            Director
                & Senior General Manager Headquarters of Corporate Planning
                Department, General Manager Corporate Planning
                DepartmentAcknowledged:
            
            Acknowledged:GIVEN IMAGING LTD.
            
            MARUBENI CORPORATIONBy:
            /s/
                Dr. Gavriel D. Meron
            
            By:
            /a/
                Hitoshi SakamotoName:
            Dr.
                Gavriel D. Meron
            
            Name:
            Hitoshi
                SakamotoTitle:
            President
                and Chief Executive Officer
            
            Title:
            Corporate
                Vice President, Executive Corporate Officer, Business Incubation
                Dept.By:
            /s/
                Pablo HalpernName:
            Pablo
                HalpernTitle:
            Vice
                President, Global Sales and Marketing




[Signature
      Page to Distribution Agreement]










**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




**Schedule
      A**





**[***Redacted***]**








**Portions
      of this agreement have been omitted pursuant to a request for confidential
      treatment filed with the**


**Securities
      and Exchange Commission. The omissions have been indicated by
“[***Redacted***]”, and the**


**omitted
      text has been filed separately with the Securities and Exchange
      Commission.**




**Schedule
      B**




**[***Redacted***]**