**REGISTRATION
        RIGHTS AGREEMENT**
 
 REGISTRATION
        RIGHTS AGREEMENT made as of July 18, 2007 by and among Given Imaging Ltd.,
        an
        Israeli corporation (the "Company "),and the
        holders of Ordinary Shares in the C ompany
        whose signature is affixed hereto (the “Shareholders”).
  WHEREAS
        the Company and the Shareholders previously entered into an Investors Rights
        Agreement whereby the Shareholders were provided, inter alia, with certain
        registration rights which expired on October 10, 2006 ("Original Agreement");
 
 WHEREAS,
        the Shareholders wish to enter into a new Registration Rights Agreement with
        the
        Company providing the Shareholders with registration rights with substantially
        similar terms to those provided in the Original Agreement; and
 
 WHEREAS,
        the Audit Committee and the Board of Directors of the Company have determined
        that it is in the best interests of the Company that the Company enter into
        this
        Agreement.
 
 NOW,
        THEREFORE, subject to Section 5 below, in consideration of the covenants
        and
        agreements set forth herein and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby mutually acknowledged, the parties
        hereto covenant and agree as follows:
  1.  **GENERAL
        PROVISIONS**
 
 **1.1
        Shares Subject to this Agreement.** The
        Parties hereto expressly agree that the terms and restrictions of this Agreement
        shall apply to all shares of the Company's share capital which any of them
        now
        owns or hereafter acquires by any means, including without limitation by
        purchase, assignment or operation of law, or as a result of any share dividend,
        share split, reorganization, reclassification, whether voluntary or involuntary,
        or other similar transaction, whether by sale, merger, consolidation or other
        similar transaction, or by purchase, assignment or operation of law (the
        "Shares ").
 
 **1.2
        Certain Definitions.** As
        used
        in this Agreement, the following terms shall have the following respective
        meanings:
 
 " Affiliate "
        has the
        meaning ascribed to that term in Rule 12b-2 under the Exchange Act, or any
        successor rule.
 
 " Articles "
        shall
        mean the Articles of Association of the Company as may hereafter be amended
        in
        accordance with their terms from time to time.
 
 "Commission"
        shall mean the Securities and Exchange Commission and any successor agency
        of
        the Federal government administering the Securities Act and the Exchange
        Act.
  
 
 " Exchange
        Act "
        shall
        mean the Securities Exchange Act of 1934, as amended, and any successor Federal
        statute, and the rules and regulations of the Commission thereunder, all
        as the
        same shall be in effect from time to time.
 
 " Ordinary
        Shares "
        shall
        mean (i)the
        ordinary shares, NIS 0.05 par value per share, of the Company, (ii)any
        other capital shares of the Company, however designated, authorized on or
        after
        the date hereof, which shall neither be limited to a f ixed
        sum
        or percentage of par value in respect of the rights of the holders thereof
        to
        participate in dividends nor entitled to a preference prior or equal to any
        class of preferred shares of the Company in the distribution of assets upon
        the
        voluntary or involuntary liquidation, dissolution or winding up of the Company;
        and (iii)any
        other securities of the Company into which or for which any of the securities
        described in (i) or (ii) may be converted or exchanged pursuant to any
        recapitalization, reorganization, merger, consolidation, sale of assets or
        other
        similar event.
 
 " Permitted
        Transferee "
        shall
        mean with respect to any Shareholder, any Person that controls, is controlled
        by
        or is under common control with such Shareholder.
 
 " Person "
        means
        an individual, corporation, partnership, limited liability company, joint
        venture, trust or unincorporated organization, or a government or any agency
        or
        political subdivision thereof.
 
 The
        terms
        " register " ,"registered"
        and
        "registration"
        shall
        refer to a registration effected by preparing and filing a registration
        statement in compliance with the Securities Act and applicable rules and
        regulations thereunder, and the declaration or ordering of the effectiveness
        of
        such registration statement, or, as the context may require, under the Exchange
        Act or applicable state securities laws.
  " Registrable Securities "
        shall
        mean (i) Ordinary Shares held by the Shareholders from time to time and (ii)
        other Ordinary Shares or other securities of the Company, in each case, issued
        or issuable to the Shareholders or their Permitted Transferees with respect
        to
        such Ordinary Shares in connection with any share split, share dividend,
        recapitalization, reorganization, merger, consolidation, sale of assets or
        similar event, excluding in any event securities which have been (a) registered
        under the Securities Act pursuant to an effective registration statement
        filed
        thereunder and disposed of in accordance with the registration statement
        covering them, (b)publicly
        sold pursuant to Rule 144 under the Securities Act, or (c) sold by a person
        in a
        transaction in which the holder’s registration rights have not been assigned in
        accordance with Section 3.14 hereof.
 
 " Registration
        Expenses "
        shall
        mean the expenses so described in Section 3.8.
 
 " Securities
        Act "
        shall
        mean the Securities Act of 1933, as amended, and any successor Federal statute,
        and the rules and regulations of the Commission thereunder, all as the same
        shall be in effect from time to time.
  2
  " Selling
        Expenses "
        shall
        mean the expenses so described in Section 3.8.
 
 " Subsidiar y"
        or
        "Subsidiaries"
        shall
        mean any corporation, partnership, trust or other entity of which the Company
        and/or any of its other Subsidiaries directly or indirectly owns at the time
        a
        majority of the outstanding shares of any class of equity security of such
        corporation, partnership, trust or other entity.
 
 **2.**  **Reserved**
  **3.**  **TRANSFER
        O** **F****** **REGISTRABLE****SECURITIES; REGISTRATION**
 
 **3.1**  **Restrictive
        Legend.** Each
        certificate representing RegistrableSecurities
        (“Restricted Securities”) shall, except as otherwise provided in this Section
        3.1 or in Section 3.2, be stamped or otherwise imprinted with a legend
        substantially in the following form (in addition to any legend required under
        applicable state securities laws):
 
 "The
        securities represented by this certif icate
        have
        not been registered under the Securities Act of 1933 or any other securities
        laws. These securities have been acquired for investment and not with a view
        to
        distribution or resale. Such securities may not be offered for sale, sold,
        delivered after sale or transferred in the absence of an effective registration
        statement covering such securities under the Securities Act of 1933 and any
        other applicable securities laws, unless the holder shall have obtained an
        opinion of counsel reasonably satisfactory to the corporation that such
        registration is not required."
 
 Upon
        request of a holder of such a certificate, the Company shall remove the
        foregoing legend from the certificate if (i) there is an effective registration
        statement covering the securities represented by such certificate, or (ii)
        with
        such request, the Company shall have received either the opinion referred
        to in
        Section 3.2(a)(i) or the "no-action" letter referred to in Section 3.2(a)(ii),
        or (iii) pursuant to any other express provision hereof such legend is no
        longer
        required.
 
 **3.2**  **Notice
        of Proposed Transfer.**
 
 (a)  Prior
        to
        any proposed sale or other transfer of any Restricted
        Securities (other than under the circumstances described in Section 3.4 or
        3.5),
        the holder thereof shall give written notice to the Company of its intention
        to
        effect such sale or other transfer. Each such notice shall describe the manner
        of the proposed sale, or other transfer and, if requested by the Company
        shall
        be accompanied by either (i)an
        opinion of counsel reasonably satisfactory to the Company to the effect that
        the
        proposed sale or other transfer may be effected without registration under
        the
        Securities Act or (ii)a "no
        action" letter from the Commission to the effect that the distribution of such
        securities without registration will not result in a recommendation by the
        staff
        of the Commission that action be taken with respect thereto, whereupon the
        holder of such share shall be entitled to transfer such share in accordance
        with
        the terms of its notice. Each certif icate
        for
        Restricted Securities transferred as above provided shall bear the appropriate
        restrictive legend set forth in Section 3.1, except that such
        certif icate
        shall not bear such legend if(i)
        such
        transfer is in accordance with the provisions of Rule 144 (or any other rule
        permitting public sale without registration under the Securities Act), or
        (ii)
        the opinion of counsel or "no-action" letter referred to above is to the
        further
        effect that the transferee and any subsequent transferee (other than an
        Affiliate of the Company) would be entitled to transfer such securities in
        a
        public sale without registration under the Securities Act or that such legend
        is
        not required to establish compliance with any provisions of the Securities
        Act.
        Notwithstanding any other provision hereof, the restrictions provided for
        in
        this Section 3.2 shall not apply to securities which are not required to
        bear
        the legend prescribed by Section 3.1 in accordance with the provisions of
        that
        Section. The Company will not unreasonably refuse to accept an opinion of
        counsel required hereby signed by counsel for a Shareholder.
  3
  (b)  No
        such
        opinion of counsel or "no action" letter from the Commission, as set forth
        in
        Section 3.2(a) above, shall be required in the event of a sale or other transfer
        of any RegistrableSecurities to (i) any Affiliate of a Shareholder, including, without limitation,
        any venture capital limited partnership now existing or hereafter formed
        which
        controls, is controlled by or is under common control with such Shareholder;
        (ii) one or more partners or members of the transferor (in the case of a
        transferor that is a partnership, limited liability company or fund), to
        a
        shareholder (in the case of a transferor that is a corporation) or to a trust
        grantor (in the case of a transferor that is a trust) in each case in respect
        of
        the beneficial interest of such partner, shareholder or trust ;
        or
        (iii)any
        successors or assigns of any of the foregoing persons,provided
        thatthe
        transferee agrees in writing to be subject to this Agreement to the same
        extent
        as if such transferee were originally a signatory.





**3.3**  **Reserved**





**3.4**  **Required
      Registration**





(a)  One or
      more of the Shareholders holding Registrable Securities constituting at least
      5%
      of the total number of Ordinary Shares then outstanding may request the Company
      to register for sale under the Securities Act all or any portion of the Ordinary
      Shares held by such requesting holder or holders for sale in the manner
      specified in such notice; provided , however ,
      that
      the proposed aggregate offering price of the Ordinary Shares held by such holder
      or holders must be at least US$15,000,000.





(b)  Following
      receipt of any notice under this Section 3.4, the Company shall promptly notify
      all holders of Registrable Securities from whom notice has not been received
      and
      such holders shall then be entitled within thirty (30) days after receipt of
      such notice from the Company to request the Company to include in the requested
      registration all or any portion of their Ordinary Shares. The Company shall
      use
      its best efforts to register under the Securities Act, for public sale in
      accordance with the method of disposition specified in the notice from
      requesting holders described in paragraph (a) above, within 180 days of its
      receipt of such notice, the number of shares of Registrable Securities specified
      in such notice (and in all notices received by the Company from other holders
      within thirty (30) days after the receipt of such notice by such holders).
      The
      Company shall be obligated to register the Ordinary Shares pursuant to this
      Section 3.4 on two (2) occasions only, provided , however ,
      that
      such obligation shall be deemed satisfied only when a registration statement
      covering all of the Ordinary Shares specified in notices received as aforesaid
      (except to the extent reduced by the managing underwriter
      pursuant to Section 3.4(d)) shall have become effective and, if such method
      of
      disposition is a firm commitment underwritten public offering, all such shares
      shall have been sold pursuant thereto; provided , further ,
      that,
      upon effectiveness of the registration statement satisfying the second
      registration obligation set forth in this Section 3.4, the Company shall have
      no
      further obligation to register any Ordinary Shares not otherwise included in
      the
      notices described above. Notwithstanding anything to the contrary contained
      herein, no request may be made under this Section 3.4 during the period
      commencing 60 days prior to the Company’s good faith estimate of the
      effectiveness of a registration statement filed by the Company covering a firm
      commitment underwritten public offering (other than pursuant to this Section
      3.4) and prior to the later to occur of the completion of the period of
      distribution for such offering or 120 days after the effective date of such
      registration statement.




4





(c)  If
      the
      holders requesting such registration intend to distribute the Registrable
      Securities covered by their request by means of an underwriting, they shall
      so
      advise the Company as a part of their request made pursuant to this Section
      3.4
      and the Company shall include such information in the written notice referred
      to
      in paragraph (b) above. The right of any holder to registration pursuant to
      this
      Section 3.4 shall be conditioned upon such holder's agreeing to participate
      in
      such underwriting and to permit inclusion of such holder's Ordinary Shares
      in
      the underwriting. If such method of disposition is an underwritten public
      offering, the Company may designate the managing underwriter(s) of such
      offering, which managing underwriter(s) shall be reasonably acceptable to the
      holders of at least a majority in interest of the shares of Registrable
      Securities to be sold in such offering. A holder may elect to include in such
      underwriting all or a part of the Registrable Securities it holds.





(d)  A
      registration statement filed pursuant to this Section 3.4 may, subject to the
      following provisions, include (i) Ordinary Shares for sale by the Company for
      its own account, (ii) Ordinary Shares held by officers or directors of the
      Company and (iii) Ordinary Shares held by other holders of Registrable
      Securities to be included in the securities to be covered by such registration
      statement in accordance with Section 3.5 and Ordinary Shares held by other
      holders of Ordinary Shares who may from time to time have the right to seek
      to
      include such Ordinary Shares in such registration statement (the holders
      referred to in this clause (iii), collectively, "Other Shareholders"), in each
      case for sale in accordance with the method of disposition specified by the
      requesting holders. If such registration shall be underwritten, the Company,
      such officers and directors and Other Shareholders proposing to distribute
      their
      shares through such underwriting shall enter into an underwriting agreement
      in
      customary form (including representations, warranties and indemnification
      provisions customary for a transaction of this kind) with the representative
      of
      the underwriter or underwriters selected for such underwriting on terms no
      less
      favorable to such officers, directors or Other Shareholders than the terms
      afforded the holders of Registrable Securities. If and to the extent that the
      managing underwriter determines that marketing factors require a limitation
      on
      the number of shares to be included in such registration, then the Ordinary
      Shares held by officers or directors (other than Registrable Securities) of
      the
      Company or by Other Shareholders (other than Registrable Securities) and
      Ordinary Shares to be sold by the Company for its own account shall be excluded
      from such registration to the extent so required by such managing underwriter,
      and unless the holders of such shares and the Company have otherwise agreed
      in
      writing, such exclusion shall be applied first to the Ordinary Shares of the
      Company to be included for its own account to the extent
      required by the managing underwriter, and then to the shares held by the
      directors and officers and the Other Shareholders to the extent required by
      the
      managing underwriter, ratable among them on the basis of the respective number
      of shares held by each of them. If the managing underwriter determines that
      marketing factors require a limitation of the number of Registrable Securities
      to be registered under this Section 3.4, then Registrable Securities shall
      be
      excluded in such manner that the securities to be sold shall be allocated among
      the selling holders pro rata based on their ownership of Registrable Securities.
      In any event all securities to be sold other than Registrable Securities will
      be
      excluded prior to any exclusion of Registrable Securities. No Registrable
      Securities or any other security excluded from the underwriting by reason of
      the
      underwriter's marketing limitation shall be included in such registration.
      If
      any holder of Registrable Securities, officer, director or Other Shareholder
      who
      has requested inclusion in such registration as provided above, disapproves
      of
      the terms of the underwriting, such holder of securities may elect to withdraw
      therefrom by written notice to the Company and the managing underwriter. The
      securities so withdrawn shall also be withdrawn from registration. Except for
      registration statements on Form S-4, S-8 or any comparable form or successor
      thereto, the Company will not file with the Commission any other registration
      statement with respect to its Ordinary Shares, whether for its own account
      or
      that of other shareholders, from the date of receipt of a notice from requesting
      holders pursuant to this Section 3.3 until the completion of the period of
      distribution of the registration contemplated thereby or 120 days after the
      effective date of such registration, whichever is earlier, if in the good faith
      judgment of the managing underwriter marketing factors would materially
      adversely affect the price of the Registrable Securities subject to such
      underwritten registration.




5




**3.5
      Incidental Registration.** If
      the
      Company at any time proposes to register any of its securities under the
      Securities Act for sale to the public, whether for its own account or for the
      account of other security holders or both (except with respect to registration
      statements on Forms S-4,
      S-8 or
      any successor to such forms or another form not available for registering the
      Registrable Securities for sale to the public), each such time it will promptly
      give written notice to all holders of the Registrable Securities of its
      intention so to do. Upon the written request of any such holder, received by
      the
      Company within thirty (30) days after the giving of any such notice by the
      Company, to register any or all of its Registrable Securities, the Company
      will
      use its reasonable best efforts to cause the Registrable Securities as to which
      registration shall have been so requested to be included in the securities
      to be
      covered by the registration statement proposed to be filed by the Company,
      all
      to the extent requisite to permit the sale or other disposition by the holder
      (in accordance with its written request) of such Registrable Securities so
      registered. If the registration of which the Company gives notice is for a
      registered public offering involving an underwriting, the Company shall so
      advise the holders of Registrable Securities as a part of the written notice
      given pursuant to this Section 3.5. In such event the right of any holder of
      Registrable Securities to registration pursuant to this Section 3.5 shall be
      conditioned upon such holder's participation in such underwriting to the extent
      provided herein. All holders of Registrable Securities proposing to distribute
      their securities through such underwriting shall (together with the Company
      and
      the other shareholders distributing their securities through such underwriting)
      enter into an underwriting agreement in customary form with the underwriter
      or
      underwriters selected for underwriting by the Company. Notwithstanding any
      other
      provision of this Section 3.5, if the underwriter determines that marketing
      factors require a limitation on the number of shares to be underwritten, the
      Companyshall
      so
      advise all holders of securities requesting registration of any limitations
      on
      the number of shares to be underwritten, and the number of shares of securities
      that are entitled to be included in the registration and underwriting shall
      be
      allocated (i)first to
      the party initiating such registration procedure (whether the Company for
      selling Ordinary Shares for its own account or any holder of Registrable
      Securities initiating such registration); and
      (ii)then, to
      Other Shareholders requesting registration pursuant to this Section 3.5 or
      other
      similar piggy-back registration rights and to the Company with respect to
      Ordinary Shares being sold for its own account (unless allocated first under
      clause (i) above), in proportion, as nearly as practicable, to the respective
      amounts of securities requested by them to be included in such registration.
      Notwithstanding the foregoing provisions, the Company may withdraw any
      registration statement referred to in this Section 3.5 without thereby incurring
      any liability to the holders of Registrable Securities. If any holder of
      Registrable Securities disapproves of the terms of any such underwriting, it
      may
      elect to withdraw therefrom by written notice to the Company and the
      underwriter. Any Registrable Securities or other securities excluded or
      withdrawn from such underwriting shall be withdrawn from such
      registration.




6




**3.6**  **Registration
      on Form F-3.**





(a)  In
      addition to the rights provided in Section 3.4, provided that at least nine
      (9)
      months have elapsed since the most recent registration in which the shareholder
      seeking to make a request under this Section 3.6 was entitled to request that
      any of its Registrable Securities be included therein, if at any time (i) any
      holder or holders of the Registrable Securities request that the Company file
      a
      registration statement on Form F-3 or any comparable or successor form thereto
      for a public offering of all or any portion of the shares of Registrable
      Securities held by such requesting holder or holders, the reasonably anticipated
      aggregate price to the public of which would exceed US$15,000,000 (in case
      of an
      underwritten offering) or $5,000,000 (in case of a non-underwritten offering),
      and (ii) the Company is a registrant entitled to use Form F-3 or any comparable
      or successor form thereto to register such shares, then the Company shall use
      its best efforts to register under the Securities Act on Form F-3 or any
      comparable or successor form thereto, for public sale in accordance with the
      method of disposition specif ied
      in
      such notice, the number of Registrable Securities specified in such notice.
      Whenever the Company is required by this Section 3.6 to use its best efforts
      to
      effect the registration of Registrable Securities, each of the procedures and
      requirements of Section 3.4 (with all holders of Registrable Securities being
      treated equally), including but not limited to the requirement that the Company
      notify all holders of Registrable Securities from whom notice has not been
      received and provide them with the opportunity to participate in the offering,
      shall apply to such registration,provided ,however,
      that
      except as provided above, there shall be no limitation on the number of
      registrations on Form F-3 which may be requested and obtained under this Section
      3.6.




(b)  The
      Company shall use its best efforts to qualify for registration on Form F-3
      or
      any comparable or successor form or forms; and to that end the Company shall
      register (whether or not required by law to do so) the Ordinary Shares under
      the
      Exchange Act in accordance with the provisions of that Act following the
      effective date of the first registration of any securities of the Company on
      Form F-1 or any comparable or successor form.




7




**3.7**  **Registration
      Procedures.** If
      and
      whenever the Company is required by the
      provisions of Sections 3.4, 3.5 or 3.6 to use its best efforts to effect the
      registration of any RegistrableSecurities under the Securities Act, the Company will, as expeditiouslyas
      possible:





(a)  prepare
      and file with the Commission a registration statement (which, in the case of
      an
      underwritten public offering pursuant to Section 3.4, shall be on Form F-1
      or
      other form of general applicability satisfactory to the managing underwriter
      selected as therein provided) with respect to such securities including
      executing an undertaking to file post-effective amendments and use its best
      efforts to cause such registration statement to become and remain effective
      for
      the period of the distribution contemplated thereby (determined as provided
      below);




(b)  prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective for the period specified
      herein and comply with the provisions of the Securities Act with respect to
      the
      disposition of all Registrable Securities covered by such registration statement
      in accordance with the sellers' intended method of disposition set forth in
      such
      registration statement for such period;




(c)  furnish
      to each seller of Registrable Securities and to each underwriter such number
      of
      copies of the registration statement and each such amendment and supplement
      thereto (in each case including all exhibits) and the prospectus included
      therein (including each preliminary prospectus) as such persons reasonably
      may
      request in order to facilitate the public sale or other disposition of the
      Registrable Securities covered by such registration statement;




(d)  use
      its
      best efforts to register or qualify the Registrable Securities covered by such
      registration statement under the securities or "blue sky" laws of such
      jurisdictions as the sellers of Registrable Securities or, in the case of an
      underwritten public offering, the managing underwriter reasonably shall request, provided , however ,
      that
      the Company shall not for any such purpose be required to qualify generally
      to
      transact business as a foreign corporation in any jurisdiction where it is
      not
      so qualified or to consent to general service of process in any such
      jurisdiction, unless the Company is already subject to service in such
      jurisdiction;




(e)  use
      its
      best efforts to list the Registrable Securities covered by such registration
      statement with any securities exchange on which the Ordinary Shares of the
      Company are then listed;





(f)comply
      with all applicable rules and regulations under the Securities Act and Exchange
      Act relating to such registration;




(g)  immediately
      notify each seller of Registrable Securities and each underwriter under such
      registration statement, at any time when a prospectus relating thereto is
      required to be delivered under the Securities Act, of the happening of any
      event
      of which the Company has knowledge as a result of which the prospectus contained
      in such registration statement, as then in effect, includes an untrue statement
      of a material fact or omits to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in light
      of
      the circumstances then existing, and promptly prepare and furnish to such seller
      a
      reasonable number of copies of a prospectus supplemented or amended so that,
      as
      thereafter delivered to the purchasers of such RegistrableSecurities, such prospectus shall not include an untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the circumstances
      then
      existing;




8




(h)  if
      the
      offering is underwritten and at the request of any seller of Registrable
      Securities, use its best efforts to furnish on the date that Registrable
      Securities are delivered to the underwriters for sale pursuant to such
      registration: (i)an
      opinion dated such date of counsel representing the Company for the purposes
      of
      such registration, addressed to the underwriters to such effects as reasonably
      may be requested by counsel for the underwriters, and (ii)a letter
      dated such date from the independent public accountants retained by the Company,
      addressed to the underwriters stating that they are independent public
      accountants within the meaning of the Securities Act and that, in the opinion
      of
      such accountants, the f inancial
      statements of the Company included in the registration statement or the
      prospectus, or any amendment or supplement thereof, comply as to form in all
      material respects with the applicable accounting requirements of the Securities
      Act, and such letter shall additionally cover such other financial matters
      (including information as to the period ending no more than five (5) business
      days prior to the date of such letter) with respect to such registration as
      such
      underwriters reasonably may request;





(i)  make
      available for inspection by each seller of Registrable Securities, any
      underwriter participating in any distribution pursuant to such registration
      statement, and any attorney, accountant or other agent retained by such seller
      or underwriter, all at the cost and expense of such sellers or underwriters,
      as
      the case may be, reasonable access to all financial and other records, pertinent
      corporate documents and properties of the Company, as such parties may
      reasonably request, and cause the Company's officers, directors and employees
      to
      supply all information reasonably requested by any such seller, underwriter,
      atto rney,
      accountant or agent in connection with such registration statement, all subject
      to the recipients' signing non-disclosure undertakings in form designated by
      the
      Company;




(j)  cooperate
      with the selling holders of Registrable Securities and the managing underwriter,
      if any, to facilitate the timely preparation and delivery of certificates
      representing Registrable Securities to be sold, such certif icates
      to
      be in such denominations and registered in such names as such holders or the
      managing underwriter may request at least two business days prior to any sale
      of
      Registrable Securities;





(k)permit
      any holder of Registrable Securities which holder, in the sole and exclusive
      judgment, exercised in good faith, of such holder, would be deemed to be a
      controlling person of the Company, to participate in good faith in the
      preparation of such registration statement and to require the insertion therein
      of material, furnished to the Company in writing, which in the reasonable
      judgment of such holder and its counsel, reasonably concurred in by the
      Company’s counsel, should be included; and





(l)  in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement reasonably acceptable to the
      Company, in usual and
      customary form, with the managing underwriter of such offering.




9




For
      purposes of this Agreement, the period of distribution of
      RegistrableSecurities
      in a firm commitment underwritten public offering shall be deemed to extend
      until each underwriter has completed the distribution of all securities
      purchased by it, and the period of distribution of Registrable Securities in
      any
      other registration shall be deemed to extend until the earlier of the sale
      of
      all RegistrableSecurities covered thereby or 180 days after the effective date thereof,provided,however ,in the
      case of any registration of Registrable Securities on Form F-3 or a comparable
      or successor form which are intended to be offered on a continuous or delayed
      basis, such 180 day-period shall be extended, if necessary, to keep the
      registration statement effective until all such Registrable Securities are
      sold
      (but in no event longer than nine months after the effective date of such
      registration statement), provided that Rule 415, or any successor rule under
      the
      Securities Act, permits an offering on a continuous or delayed basis, andprovided,further,
      that
      applicable rules under the Securities Act governing the obligation to file
      a
      post effective amendment, permit, in lieu of filing a post-effective amendment
      which (y)includes
      any prospectus required by Section 10(a)(3) of the Securities Act or (z)reflects
      facts or events representing a material or fundamental change in or omission
      from the information set forth in the registration statement, the incorporation
      by reference of information required to be included in (y) and (z) above
      contained in periodic reports filed pursuant to Section 13 or 15(d) of the
      Exchange Act in the registration statement.





In
      connection with each registration hereunder,the
      sellers of Registrable Securities will furnish to the Company in writing such
      information requested by the Company with respect to themselves and the proposed
      distribution by them as shall be reasonably necessary in order to assure
      compliance with Federal and applicable state securities laws.





**3.8**  **Expenses.**





(a)  All
      expenses incurred by the Company in complying with Sections 3.4, 3.5 and 3.6,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including counsel fees) incurred in
      connection with complying with state securities or "blue sky" laws, fees of
      the
      National Association of Securities Dealers, Inc., transfer taxes, fees of
      transfer agents and registrars, costs of any insurance which might be obtained
      by the Company with respect to the offering by the Company, and fees and
      disbursements of one counsel selected by the holders of at least two-thirds
      (2/3) of the Registrable Securities being sold, but excluding any Selling
      Expenses, are called "Registration Expenses". All underwriting discounts and
      selling commissions applicable to the sale of Registrable Securities are called
      "Selling Expenses".




(b)  The
      Company will pay all Registration Expenses in connection with each registration
      statement under Sections 3.4, 3.5 or 3.6; provided , that ,
      in the
      event of a registration pursuant to Section 3.4 hereof which is withdrawn at
      the
      request of the Shareholders other than (i)as a
      result of the Company's failure to perform its obligations hereunder, (ii)as a
      result of a cutback by the underwriter of such registration in the amount ofRegistrable
      Securities which may be included in such registration by more than 25% or (iii)as a
      result of information concerning a materially adverse change in the Company's
      business or f inancial
      condition that ismade
      known to the Shareholders after the date on which such registration was
      requested, the Shareholders shall pay the Registration Expenses with respect
      to
      such registration. In the event that a registration pursuant to Section 3.4
      hereof is withdrawn pursuant to clauses (i), (ii) or (iii) of this Section
      3.8(b), the Shareholders shall, immediately following such withdrawal, be
      entitled to that number of registration requests pursuant to Section 3.4 hereof
      to which they would have been entitled not taking into account the withdrawn
      request. All Selling Expenses in connection with each registration statement
      under Sections 3.4, 3.5 or 3.6 shall be borne by the participating sellers
      in
      proportion to the number of shares registered by each, or by such participating
      sellers other than the Company (except to the extent the Company shall be a
      seller) as they may agree.




10





**3.9**  **Indemnification
      and Contribution.**





(a)  In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant to any of Sections 3.4, 3.5 or 3.6, the Company will
      indemnif yand
      hold
      harmless each holder of Registrable Securities, its officers, directors and
      partners, each underwriter of such Registrable Securities thereunder and each
      other person, if any, who controls such holder or underwriter within the meaning
      of the Securities Act (each, an "Indemnitee"),against
      any losses, claims, damages or liabilities, joint or several, to which such
      Indemnitee may become subject under the Securities Act or otherwise, insofar
      as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon (i) any untrue statement or alleged untrue
      statement of any material fact contained in any prospectus, offering circular
      or
      other document incident to such registration (including any related
      notif ication,
      registration statement under which such Registrable Securities were registered
      under the Securities Act pursuant to any of Sections 3.4, 3.5, or 3.6 any
      preliminary prospectus or final prospectus contained therein, or any amendment
      or supplement thereof), (ii) any blue sky application or other document executed
      by the Company specifically for that purpose or based upon written information
      furnished by the Company filed in any state or other jurisdiction in order
      to
      qualify any or all of the Registrable Securities under the securities laws
      thereof (any such application, document or information herein called a "Blue
      Sky
      Application "),(iii)
      any
      omission or alleged omission to state in any such registration statement,
      prospectus, amendment or supplement or in any Blue Sky Applications executed
      or
      filed by the Company, a material fact required to be stated therein or necessary
      to make the statements therein not misleading, or
      (iv)any
      violation by the Company of the Securities Act or any rule or regulation
      promulgated under the Securities Act or any state law applicable to the Company
      and relating to action or inaction required of the Company in connection with
      such registration, and will reimburse each Indemniteefor any
      legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action,
      promptly after being so incurred,provided ,however ,that the
      Company will not be liable to an Indemnitee if and to the extent that any such
      loss, claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so made
      in
      conformity with written information furnished by such Indemnitee, in writing
      specifically for use in such registration statement or prospectus; provided
      further, however, that, other than in a firm commitment underwriting, the
      foregoing indemnity agreement with respect to any preliminary prospectus shall
      not inure to the benefit of any Indemnitee from whom the person asserting any
      such losses, claims, damages or liabilities purchased shares in the offering,
      if
      a copy of the prospectus (as then amended or supplemented if the Company shall
      have furnished any amendments orsupplements
      thereto) was not sent or given by or on behalf of such Indemnitee to such
      person, if required by law so to have been delivered, at or prior to the written
      confirmation of the sale of the shares to such person, and if the prospectus
      (as
      so amended or supplemented) would have cured the defect giving rise to such
      loss, claim, damage or liability.




11




(b)  In
      the
      event of a registration of any of the Registrable Securities under the
      Securities Act pursuant to any of Sections 3.4, 3.5 or 3.6, each seller of
      such
      Registrable Securities thereunder, severally and not jointly, will indemnify
      and
      hold harmless the Company, each person, if any, who controls the Company within
      the meaning of the Securities Act, each officer of the Company who signs the
      registration statement, each director of the Company, each other seller of
      Registrable Securities, each underwriter and each person who controls any
      underwriter within the meaning of the Securities Act, against all losses,
      claims, damages or liabilities, joint or several, to which the Company or such
      officer, director, other seller, underwriter or controlling person may become
      subject under the Securities Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon any untrue statement or alleged untrue statement of any material fact
      contained in any prospectus, offering circular or other document incident to
      such registration (including any related notification, registration statement
      under which such Registrable Securities were registered under the Securities
      Act
      pursuant to any of Sections 3.4, 3.5 or 3.6, any preliminary prospectus or
      final
      prospectus contained therein, or any amendment or supplement thereof), or any
      Blue Sky Application or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, and will reimburse
      the
      Company and each such officer, director, other seller, underwriter and
      controlling person for any legal or other expenses reasonably incurred by them
      in connection with investigating or defending any such loss, claim, damage,
      liability or action, promptly after being so incurred, provided , however ,that
      such seller will be liable hereunderin any
      such case if and only to the extent that any such loss, claim, damage or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission made in reliance upon and in
      conformity with information pertaining to such seller, as such, fu rnished
      in
      writing to the Company by such seller specifically for use in such registration
      statement or prospectus; andprovided,further ,however ,that the
      liability of each seller hereunder shall be limited to the proceeds received
      by
      such seller from the sale of Registrable Securities covered by such registration
      statement. Not in limitation of the foregoing, it is understood and agreed
      that
      the indemnification obligations of any seller hereunder pursuant to any
      underwriting agreement entered into in connection herewith shall be limited
      to
      (or be reasonably comparable to, in the event an underwriter reasonably requires
      the use of its form of underwriting agreement) the obligations contained in
      this
      subparagraph (b).




(c)  Promptly
      after receipt by an indemnified party hereunderof
      notice of the commencement of any action, such indemnified party shall, if
      a
      claim in respect thereof is to be made against the indemnifying party hereunder,
      notify the indemnifying party in writing thereof, but the omission so to notify
      the indemnifying party shall not relieve it from any liability which it may
      have
      to such indemnified party other than under this Section 3.9 and shall only
      relieve it from any liability which it may have to such indemnified party under
      this Section 3.9 if and to the extent the indemnif ying
      party
      is prejudiced by such omission. In case any such action shall be brought against
      any indemnified party and it shall notify the indemnifying party of thecommencement
      thereof, the indemnifying party shall be entitled to participate in and, to
      the
      extent it shall wish, to assume and undertake the defense thereof with counsel
      selected by such indemnifying party, and, after notice from the indemnifying
      party to such indemnified party of its election so to assume and undertake
      the
      defense thereof, the indemnif ying
      party
      shall not be liable to such indemnified party under this Section 3.9 for any
      legal expenses subsequently incurred by such indemnified party in connection
      with the defense thereof other than reasonable costs of investigation and of
      liaison with counsel so selected,provided,however ,that, if
      the defendants in any such action include both the indemnified party and the
      indemnifying party and the counsel selected by the indemnifying party shall
      have
      reasonably concluded that there may be deemed to conflict with the interests
      of
      the indemnifying party, the indemnified party shall have the right to select
      a
      separate counsel and to assume such legal defenses and otherwise to participate
      in the defense of such action, with the expenses and fees of such separate
      counsel and other expenses related to such participation to be reimbursed by
      the
      indemnifying party. No indemnifying party, in the defense of any such claim
      or
      action, shall, except with the consent of each indemnified party, consent to
      entry of any judgment or enter into any settlement which does not include as
      an
      unconditional term thereof the giving by the claimant or plaintiff to such
      indemnified party of a release from all liability in respect to such claim
      or
      action, and no indemnified party shall consent to entry of any judgment or
      settle such claim or litigation without the prior written consent of the
      indemnifying party, which consent shall not be unreasonably withheld. Each
      indemnified party shall furnish such information regarding itself or the claim
      in question as an indemnifying party may reasonably request in writing and
      as
      shall be reasonably required in connection with defense of such claim and
      litigation resulting therefrom.




12




(d)  In
      order
      to provide for just and equitable contribution to joint liability under the
      Securities Act in any case in which either (i)any
      indemnified party makes a claim for indemnification pursuant to this Section
      3.9
      but it is judicially determined (by the entry of a final judgment or decree
      by a
      court of competent jurisdiction and the expiration of time to appeal or the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 3.9 provides
      for indemnification in such case, or (ii)contribution under the Securities Act may be required on the part of any such
      indemnified party in circumstances for which indemnification is provided under
      this Section 3.9; then, and in each such case, the indemnifying party shall,
      in
      lieu of indemnifying such indemnified party, contribute to the amount paid
      or
      payable by such indemnified party as a result of such losses, claims, damages
      or
      liabilities to which such party may be subject in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and the indemnified party on the other in connection with the statements
      or
      omissions which resulted in such losses, claims, damages or liabilities, as
      well
      as any other relevant equitable considerations. The relative fault of the
      indemnifying party and the indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of
      material fact related to information supplied by the indemnifying party or
      the
      indemnified party and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or omission.
      Notwithstanding the foregoing (A) no such holder of Registrable Securities
      will
      be required to contribute any amount in excess of the proceeds received from
      the
      sale of all such Registrable Securities offered by it pursuant to such
      registration statement; and (B)no
      person or entity guilty of fraudulent misrepresentation (within the meaning
      of
      Section11( f)of the
      Securities Act) will be entitled to contribution from any person or entity
      who
      was not guilty of such fraudulent misrepresentation.





13




(e)  The
      indemnities and obligations provided in this Section 3.9 shall survive the
      transfer of any Registrable Securities by such holder.





**3.10**  **Changes
      in Ordinary Shares.** If,
      and
      as often as, there is any change in the Ordinary Shares by way of a share split,
      share dividend, combination or reclassif ication,
      or through a merger, consolidation, reorganization or recapitalization, or
      by
      any other means, appropriate adjustment shall be made in the provisions hereof
      so that the rights and privileges granted hereby shall continue with respect
      to
      the Ordinary Shares as so changed.





**3.11**  **Rule
      144 and 144A Reporting.** With
      a
      view to making available the benef its
      of
      certain rules and regulations of the Commission which may at any time permit
      the
      sale of the Registrable Securities to the public without registration, except
      as
      provided in paragraph (c)below,
      at all times after any registration statement covering a public offering of
      securities of the Company under the Securities Act shall have become effective,
      the Company agrees to:





(a)  use
      its
      best efforts to comply with all of the applicable reporting requirements of
      the
      Exchange Act and shall comply with all other public information reporting
      requirements of the Commission as a condition to the availability of an
      exemption from the Securities Act for the sale of any of the Registrable
      Securities by any holder of Registrable Securities pursuant to Rule 144 or
      Rule
      144A thereof, as amended from time to time, or any successor rule thereto or
      otherwise;




(b)  cooperate
      with each holder of Registrable Securities in supplying such information as
      may
      be necessary for such holder of Registrable Securities to complete and file
      any
      information reporting forms presently or hereafter required by the Commission
      as
      a condition to the availability of an exemption from the Securities Act under
      Rule 144 or Rule 144A thereunder for the sale of any of the Registrable
      Securities by any holder of Registrable Securities; and





(c)  furnish
      to each holder of Registrable Securities forthwith upon request a written
      statement by the Company as to its compliance with the reporting requirements
      of
      such Rule 144 or Rule 144A (or any successor rule) and, at any time after it
      has
      become subject to such reporting requirements, of the Securities Act and the
      Exchange Act, a copy of the most recent annual or quarterly report of the
      Company, and such other reports and documents so filed by the Company as such
      holder may reasonably request in availing itself of any rule or regulation
      of
      the Commission allowing such holder to sell any Registrable Securities without
      registration.





**3.** **1****2****"Market
      Stand-Off** **'****Agreement.**Each
      of
      the Shareholders agrees, severally and not jointly, if requested by the Company
      and an underwriter of Ordinary Shares (or other securities) of the Company,
      not
      to sell or otherwise transfer or dispose of any Ordinary Shares (or other
      securities) of the Company held by such Shareholder during a period not to
      exceed ninety (90) days following the effective date of any registration
      statement filed by theCompany
      under the Securities Act, and to enter into an agreement to such effect;provided,that,
      all of
      the Company's officers, directors and holders of at least 5% of the outstanding
      Ordinary Shares (or securities convertible into at least 5% of the Ordinary
      Shares) also enter into agreements to such effect.




14





The
      Company may impose stop-transfer instructions with respect to the shares (or
      securities) subject to the foregoing restriction until the end of said
      period.





**3.13**  **Reserved**





**3.14**  **Assignment
      of Registration Rights.** The
      rights to cause the Company to register Registrable Securities pursuant to
      this
      Article 3 may be assigned (but only with all related obligations) by a holder
      of
      Registrable Securities to a transferee or assignee of such securities who is
      not
      engaged in a business activity competitive with the Company (as reasonably
      determined by the Company's Board of Directors) and who, after such assignment
      or transfer, holds at least 500,000 shares of Registrable Securities (subject
      to
      appropriate adjustment for share splits, share dividends, combinations and
      similar recapitalization events), provided , that ,
      the
      Company is, within a reasonable time after such transfer, fu rnished
      with written notice of the name and address of such transferee or assignee
      and
      the securities with respect to which such registration rights are being
      assigned; andprovided,further,
      that
      such assignment shall be effective only if (i) immediately following such
      transfer the further disposition of such securities by the transferee or
      assignee is restricted under the Securities Act and (ii) the transferee or
      assignee shall acknowledge in writing that the transferred or assigned
      Registrable Securities shall remain subject to this Agreement. For the purposes
      of determining the number of shares of Registrable Securities held by a
      transferee or assignee, the holdings of transferees and assignees of a
      partnership who are partners or retired partners of such partnership (including
      spouses and ancestors, lineal descendants and siblings of such partners or
      spouses who acquire Registrable Securities by gift, will or intestate
      succession) shall be aggregated together and with the partnership;provided,that,
      all
      assignees and transferees who would not qualify individually for assignment
      of
      registration rights shall have a single attorney-in-fact for the purpose of
      exercising any rights, receiving notices or taking any actionunder
      this Article 3.





**3.15**  **Blockage
      Periods.** Notwithstanding any other provision of this Agreement, the Company shall be
      permitted to defer the filing of any registration statement under Sections
      3.4
      or 3.6 if the Company’s Board of Directors determines in good faith, as
      certified in writing by the Company’s President or Chief Executive Officer to
      the holder of Registrable Securities requesting registration pursuant to any
      of
      the said Sections, that the filing of such a registration statement at such
      time
      would be seriously detrimental to the business of the Company. The Company
      may
      decline to file any registration statement for this reason only once in any
      12-month period and only for a maximum period of 90 days at any one
      time.





**3.16**  **Termination
      of Registration Rights.** The
      rights under this Section 3 will expire with respect to each of the Shareholders
      and their respective successors, assigns and transferees, upon the earlier
      of
      (i) five years after the date of the approval of this Agreement by the Company's
      shareholders or (ii) with respect to a particular holder or any of it
      successors, assigns or transferees, the earlier of such person's ceasing to
      hold
      any Registrable Securities or at such
      time
      as such person is entitled to sell all of its Registrable Securities within
      a
      consecutive 90-day period pursuant to Rule 144.





15





**4.**  **MISCELLANEOUS**





**4.1**  **Notices.** All
      notices, requests, consents and other communications hereundershall be
      in writing, shall be addressed to the receiving party's address set forth below
      or to such other address as a party may designate by notice hereunder, and
      shall
      be either (i)delivered by hand, (ii)made by
      telecopy or facsimile transmission, (iii)sent by
      overnight courier, or (iv)sent by
      registered or certified mail, return receipt requested, postage
      prepaid.





If
      to the
      Company: Given
      Imaging Ltd.


2
      Ha’Carmel Street


New
      Industrial Park


P.O.
      Box
      258


Yoqneam
      20692


Israel


Attn:
      the
      CEO


972-4-959-2466
      (Fax)




If
      to the
      Shareholders:  To
      the
      addresses set forth on Exhibit A




All
      notices, requests, consents and other communications hereundershall be
      deemed to have been given either (i)if by
      hand, at the time of the delivery thereof to the receiving party at the address
      of such party set forth above, (ii)if made
      by telecopy or facsimile transmission, on the next business day following the
      day such notice is transmitted, or (iii) if sent by registered or certified
      mail, on the fifth business day following the day such mailing is
      made.





**4.2**  **Entire
      Agreement.** This
      Agreement embodies the entire


agreement
      and understanding between the parties hereto with respect to the subject matter
      hereof and supersedes all prior oral or written agreements and understandings
      relating to the subject matter hereof. No statement, representation, warranty,
      covenant or agreement of any kind not expressly set forth in this Agreement
      shall affect, or be used to interpret, change or restrict, the express terms
      and
      provisions of this Agreement.





**4.3**  **Modifications
      and Amendments.** This
      Agreement may be amended or modified, and any provision hereof may be waived,
      only with the written consent of (i) the Company and (ii) the holders of at
      least two-thirds (2/3) of the Registrable Securities whose rights under Section
      3 have not terminated according to the provisions of this Agreement. Any waiver
      or consent hereunder shall be effective only in the specific instance and for
      the purpose for which it was given, and shall not constitute a continuing waiver
      or consent.





**4.4**  **Assignment.** The
      rights and obligations under this Agreement may not be assigned
      by the Company without the prior written consent of at least a majority of
      the
      holders of
      RegistrableSecurities, unless specifically permitted by the terms hereof.




16





**4.5**  **Benefit.** All
      statements, representations, warranties, covenants and agreements in this
      Agreement shall be binding on the parties hereto and shall inure to the benefit
      of the respective successors and permitted assigns of each party hereto. Nothing
      in this Agreement shall be construed to create any rights or obligations except
      among the parties hereto, and no person or entity shall be regarded as a
      third-party beneficiary of this Agreement.





**4.6**  **Governing
      Law.** This
      Agreement and the rights and obligations of the parties hereundershall be
      construed in accordance with and governed by the law of the State of New York,
      without giving effect to the conflict of law principles thereof (other than
      Section 5-1401 of the General Obligations Law of the State of New
      York).





**4.7**  **Jurisdiction
      and Service of Process.** Any
      legal
      action or proceeding with respect to this Agreement shall be brought in the
      courts of the State of New York or of the United States of America for the
      District of New York. By execution and delivery of this Agreement, each of
      the
      parties hereto accepts for itself and in respect of its property, generally
      and
      unconditionally, the jurisdiction of the aforesaidcourts.
      Each of the parties hereto irrevocably consents to the service of process of
      any
      of the aforementionedcourts
      in any such action or proceeding by the mailing of copies thereof by certified
      mail, postage prepaid, to the party at its address set forth in Section 4.1
      hereof.





**4.8** **Severability.**In
      the
      event that any court of competent jurisdiction shall determine that any
      provision, or any portion thereof, contained in this Agreement shall be
      unenforceable in any respect, then such provision shall be deemed limited to
      the
      extent that such court deems it enforceable, and as so limited shall remain
      in
      full force and effect. In the event that such court shall deem any such
      provision, or portion thereof, wholly unenforceable, the remaining provisions
      of
      this Agreement shall nevertheless remain in full force and
      effect.





**4.9**  **Interpretation.** The
      parties hereto acknowledge and agree that: (i)each
      party and its counsel reviewed and negotiated the terms and provisions of this
      Agreement and have contributed to its revision; (ii)the rule
      of construction to the effect that any ambiguities are resolved against the
      drafting party shall not be employed in the interpretation of this Agreement;
      and (iii)the
      terms and provisions of this Agreement shall be construed fairly as to all
      parties hereto and not in favor of or against any party, regardless of which
      party was generally responsible for the preparation of this
      Agreement.





**4.10**  **Headings
      and Captions.** The
      headings and captions of the


various
      subdivisions of this Agreement are for convenience of reference only and shall
      in no way modify or affect the meaning or construction of any of the terms
      or
      provisions hereof.





**4.11**  **Enforcement.** Each
      of
      the parties hereto acknowledges and agrees that the rights acquired by each
      party hereunder are unique and that irreparable damage would occur in the event
      that any of the provisions of this Agreement to be performed by the other
      parties were not performed in accordance with their specific terms or were
      otherwise breached.Accordingly,
      in addition to any other remedy to which the parties hereto are entitled at
      law
      or in equity, each party hereto shall be entitled to an injunction or
      injunctions to prevent breaches of this Agreement by any other party and to
      enforce specifically the terms and provisions hereof in any federal or state
      court to which the parties have agreed hereunderto
      submit to jurisdiction.




17




**4.12**  **No
      Waiver of Rights, Powers and Remedies.** No
      failure or delay by a party hereto in exercising any right, power or remedy
      under this Agreement, and no course of dealing among the parties hereto, shall
      operate as a waiver of any such right, power or remedy of the party, other
      than
      as provided by Section 4.3 above. No single or partial exercise of any right,
      power or remedy under this Agreement by a party hereto, nor any abandonment
      or
      discontinuance of steps to enforce any such right, power or remedy, shall
      preclude such party from any other or further exercise thereof or the exercise
      of any other right, power or remedy hereunder. The election of any remedy by
      a
      party hereto shall not constitute a waiver of the right of such party to pursue
      other available remedies. No notice to or demand on a party not expressly
      required under this Agreement shall entitle the party receiving such notice
      or
      demand to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of the rights of the party giving such
      notice or demand to any other or further action in any circumstances without
      such notice or demand.





**4.13**  **Counterparts.** This
      Agreement may be executed in one or more counterparts, and by different parties
      hereto on separate counterparts, each of which shall be deemed an original,
      but
      all of which together shall constitute one and the same instrument.




**5.**  **Condition
      Precedent** The
      execution, delivery and performance of this Agreement is conditional upon
      obtaining the approval of the shareholders of the Company in accordance with
      applicable law. If such approval is not obtained, this Agreement shall be deemed
      null and void ab initio.




18


IN
      WITNESS WHEREOF, the parties here to
      have
      executed this Investor Rights Agreement or caused this Agreement to be executed
      by their duly authorized represe ntatives ;as of
      the date first written above.




GIVEN
                IMAGING LTD.By:
            /s/
                Nachum ShamirMr.
                Nahum (Homi) ShamirPresident
                and ChiefExecutive
                OfficerBy:
            /s/
                Yuval YanaiMr.
                Yuval YanaiChief
                Financial Officer




19





SHAREHOLDERS:




DISCOUNT
      INVESTMENT CORPORATION LTD.





By:
            /s/
                Shlomo CohenName:
            Shlomo
                CohenTitle:
            Legal
                Counsel





By:
            /s/
                Michel DahanName:
            Michel
                DahanTitle:
            VP
                and Controller





ELRON
      ELECTRONIC INDUSTRIES LTD.





By:
            /s/
                Doron BirgerName:
            Doron
                BirgerTitle:
            Chief
                Executive Officer





By:
            /s/
                Paul WeinbergName:
            Paul
                WeinbergTitle:
            General
                Counsel





RDC
      RAFAEL DEVELOPMENT CORPORATION LTD.





By:
            /s/
                Avishai FriedmanName:
            Avishai
                FriedmanTitle:
            Chief
                Executive Officer




By:
            /s/
                  Ofir GomehName:
            Ofir
                  GomehTitle:
            Chief
                  Financial Officer




20


EXHIBIT
        A
  RDC
        Rafael Development Corporation Ltd.
 
 Address:Building
                  7New
                  Industrial ParkYoqneam
                  20692Israel
 
 Discount
        Investment Corporation Ltd.
  Address:Triangular
                  Tower44thFloor3
                  Azrieli CenterTel
                  Aviv 67023Israel
  Elron
        Electronic Industries Ltd.
 
 Address:Triangular
                  Tower42ndFloor3
                  Azrieli CenterTel
                  Aviv 67023Israel
 
 21