FORM
OF INDEMNIFICATION AGREEMENT





This
Indemnification Agreement ("Agreement") is entered into by
and between Given Imaging Ltd., a company incorporated under the laws of the
State of Israel, with its principal offices at New Industrial Park, 2 Hacarmel
Street, P.O. Box 258 Yokneam, 20692 (the "Company"), and
________________ (the "Indemnitee"), residing at the
address set forth beneath Indemnitee's signature to this Agreement, and
effective as of the date Indemnitee is appointed to his position with the
Company.





WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company; and





WHEREAS,
the Company and Indemnitee further recognize the risks relating to the duties
and responsibilities of persons serving the Company as directors and officers
and that the protection of such persons against potential liability and expenses
relating to their service for and on behalf of the Company is necessary and
desirable to attract and retain Indemnitee; and





WHEREAS,
in view of the above, the Company desires that Indemnitee shall be indemnified
and exculpated by the Company to the maximum extent permitted by law, including,
without limitation, the Israeli Companies law of 1999, as amended (the “Law”), , all as set forth
herein.





NOW,
THEREFORE, the Company and Indemnitee hereby agree as follows:





1.
            INDEMNIFICATION.





a.            Without
derogating from the Company’s right to indemnify the Indemnitee retroactively as
permitted under the Law and the Company’s Articles, and subject to the
limitations set forth in paragraph 1(b) below, the Company hereby undertakes to
indemnify Indemnitee for a liability or expense incurred by or imposed on
Idemnitee as a result of an action taken by Indemnitee in Indemnitee’s capacity
as an office holder of the Company, to the fullest extent permitted by law,
including, without limitation, as follows:





(i)           A
monetary obligation imposed on, or incurred by Indemnitee in favor of another
person pursuant to a judgment, including a judgment rendered in a settlement or
a court approved settlement (where such settlement is approved in advance by the
Company) or arbitrator's award;




(ii)           Reasonable
legal costs, including attorney's fees, incurred, by Indemnitee as a result of
an investigation or proceeding conducted against Indemnitee by  an
authority that is authorized to conduct such investigation or proceeding, and
ended without an indictment against Indemnitee and without imposing on
Indemnitee any fines or similar financial obligations in lieu of a criminal
proceeding, or that ended  without an indictment against Indemnitee
but with imposing on Indemnitee any fines or similar financial obligations as an
alternative to a criminal proceeding in respect of an offence that does not
require the proof of criminal intent. For the purpose of this Agreement: "A
proceeding that ended without an indictment in a matter in respect of which an
investigation was conducted", means- closing the case pursuant to Section 62 of
the Criminal Procedure Act [Combined Version] 5742- 1982 (the "Criminal
Procedure Act") or a stay of proceedings by the Attorney General pursuant to
Section 231 of the Criminal Procedure Act; "Financial obligation in lieu of a
criminal proceeding", means – a financial obligation imposed by law as an
alternative to a criminal proceeding, including an administrative fine pursuant
to the Administrative Offenses Act 5746-1985, a fine with respect to an offense
which was defined as a "finable offense" under the Criminal Procedure Act, a
fine or a forfeit.


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(iii)                Reasonable
legal costs, including attorney's fees, incurred by Indemnitee or which
Indemnitee is ordered to pay by a court, in proceedings commenced against
Indemnitee by the Company or on its behalf or by another person, or in respect
of a criminal charge of which Indemnitee is acquitted, or in respect of a
criminal charge of which Indemnitee is convicted of an offence that does not
require proof of criminal intent (such legal costs described in clauses (ii) and
(iii) of this section 1, being referred to in herein as the "Costs of
Litigation").




(iv)               Any
other obligation or expense in respect of which it is permitted or will be
permitted by law to indemnify Indemnitee.





b.           INDEMNIFIABLE
EVENT; LIMIT AMOUNTS.  For the purposes  of this section, an
“Indemnifiable Event” means any event or occurrence falling, in whole or in
part, within any one or more of the categories set forth in  Exhibit A to this
Agreement, which are, in the Board's opinion, categories of events and
circumstances that are anticipated to occur  in light  of
the Company's actual activities at the time of granting the indemnification, and
are related to the fact that Indemnitee is or was a director or officer of the
Company, or any subsidiary of the Company (regardless of whether it was a
subsidiary of the Company at the time of the event giving rise to Claim), or is
or was serving at the request of the Company as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action or inaction on the part of Indemnitee whilst serving in such
capacity. The obligation of the Company to Indemnitee under this Agreement,
together with all then pending claims for indemnification made by other
directors or officers of the Company, whether under law, agreement or the
Articles of the Company (in addition to any amounts that may be received by
Indemnitee from an insurance company under any insurance the Company has
procured for the benefit of Indemnitee),  shall not exceed the amount
determined in Exhibit A (hereinafter: "Limit Amount"), except that
the Company’s obligation to indemnify Indenitee for Costs of Litigation is not
subject to, and will not count towards, any Limit Amount.  Such Limit
Amount shall be subject to continuing review and consideration by the Company,
and may be increased if the Board of Directors, with the prior approval of the
Audit Committee of the Company, determines that such Limit Amount is less then
an amount that can be reasonably expected to be incurred by the Indemnitee in
connection with an Indemnifiable Event. The limitations set forth in this
paragraph regarding the categories of events described in Exhibit A, and the
Limit Amount, as defined in Exhibit A, will not apply to Costs of
Litigation.





c.           REVIEWING
PARTY.  Notwithstanding the foregoing: (i) the obligations of the
Company under Section 1(a) shall be subject to the condition that the Reviewing
Party (as described in Section 9(e) hereof) shall not have determined (in a
written opinion, in any case in which the Independent Legal Counsel referred to
in Section 1(d) hereof is involved) that Indemnitee would not be permitted to be
indemnified under applicable law, and (ii) the obligation of the Company to make
an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance") shall be
subject to the condition that, if, when and to the extent that the Reviewing
Party determines that Indemnitee should not be permitted to be so indemnified
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings to secure a
determination that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and Indemnitee shall
not be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto as to which all rights of
appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to
reimburse the Company for any Expense Advance shall be unsecured and no interest
shall be charged thereon. If there has not been a Change in Control (as defined
in Section 9(c) hereof), the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 9(d) hereof. If
there has been no determination by the Reviewing Party or if the Reviewing Party
determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof,
including the legal or factual basis therefor, and the Company hereby consents
to service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.


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d.          CHANGE
IN CONTROL.  The Company agrees that if there is a Change in Control
of the Company then with respect to all matters thereafter arising concerning
the rights of Indemnitee to payments of Expense and Expense Advances under this
Agreement or any other agreement or under the Company's Memorandum or Articles
of Association as now or hereafter in effect, the Company shall seek legal
advice only from Independent Legal Counsel (as defined in Section 9(d) hereof)
selected by the Company and approved by the Indemnitee (which approval shall not
be unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorney's fees),
claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto.





2.
            EXPENSES;
      INDEMNIFICATION PROCEDURE.





a.              ADVANCEMENT
OF EXPENSES.  The Company shall advance all Expenses incurred by
Indemnitee. The advances to be made hereunder shall be paid by the Company to
Indemnitee as soon as practicable, but in any event no later than thirty (30)
days after written demand by Indemnitee therefor to the Company.





b.              NOTICE;
COOPERATION BY INDEMNITEE.  Indemnitee shall, as a condition precedent
to Indemnitee's right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any Claim made against Indemnitee
for which Indemnification will or could be sought under this Agreement,
provided, however, that any failure to provide such notice shall not affect
Indemnitee's rights to indemnification hereunder unless and to the extent such
failure to provide notice materially and adversely prejudices the Company's
right to defend against such action. Notice to the Company shall be directed to
the Chief Executive Officer of the Company at the address shown on the signature
page of this Agreement (or such other address as the Company shall designate in
writing to Indemnitee), or if the Indemnitee is then the Chief Executive Officer
of the Company, such notice shall be directed to the Chairman of the Company's
Board of Directors, at the same address. In addition, Indemnitee shall give the
Company such information and cooperation as it may reasonably require and as
shall be within Indemnitee's power.





c.              NO
PRESUMPTIONS; BURDEN OF PROOF.  For purposes of this Agreement, the
termination of any Claim by judgement, order, settlement (whether with or
without court approval) or conviction, or upon a plea of guilty, by itself,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law. In addition, neither
the failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular
belief, nor an actual determination by the Reviewing Party that Indemnitee has
not met such standard of conduct or did not have such belief, prior to the
commencement of legal proceedings by Indemnitee to secure a judicial
determination that Indemnitee should be indemnified under applicable law, shall
be a defense against Indemnitee's claim or create a presumption that Indemnitee
has not met any particular standard of conduct or did not have any particular
belief. In connection with any determination by the Reviewing Party or otherwise
as to whether the Indemnitee is entitled to be indemnified hereunder, the burden
of proof shall be on the Company to establish that Indemnitee is not so
entitled.


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d.              NOTICE
TO INSURERS.   If, at the time of the receipt by the Company of a
notice of a claim pursuant to Section 2(b) hereof, the Company has liability
insurance in effect which may cover such Claim, the Company shall give prompt
notice of the commencement of such Claim to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies.





e.              SELECTION
OF COUNSEL.  In the event the Company shall be obligated hereunder to
pay the Expenses of any Claim, and the Company shall have confirmed to
Indemnitee in writing such obligation and that the maximum amount of Expenses
that Indemnitee may incur in connection with the Claim in question will not
exceed the Limit Amount,  in respect of such Claim, the Company shall
be entitled to assume the defense of such Claim with counsel approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election to do so. After delivery of such
written confirmation and such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Claim; provided, that: (i) Indemnitee shall
have the right to employ Indemnitee's counsel in any such Claim at Indemnitee's
expense, and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that a potential conflict of interest between the Company and
Indemnitee may arise in the conduct of any such defense, or (C) the Company
shall not continue to retain such counsel to defend such Claim, then the fees
and expenses of Indemnitee counsel shall be at the expense of the Company. The
Company shall have the right to conduct such defense as it sees fit in its sole
discretion, including the right to settle any claim against Indemnitee without
the consent of the Indemnitee provided, the amount of such settlement does not
exceed the Limit Amount and any such settlement includes (i) a complete release
discharge of indemnity, and (ii) does not contain any admittance of wrong doing
by Indemnitee, and (iii) is monetary only.





3.
            ADDITIONAL
      INDEMNIFICATION RIGHTS;
NONEXCLUSIVITY.





a.              SCOPE.  In
the event of any change after the date of this agreement of any applicable law,
statute or rule which expands the right of a corporation of the Company's state
of incorporation to indemnify a member of its board of directors or an officer,
it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits afforded by such change. In the event of any
change in any applicable law, statute or rule which narrows the right of a
corporation of the Company's country or state of incorporation to indemnify a
member of its board of directors or an officer, employee, agent or fiduciary,
such change, to the extent not otherwise required by such law, statute or rule
to be applied to this Agreement, shall have no effect on this Agreement or the
parties' rights and obligations hereunder except as set forth in Section 8(a)
hereof.





b.              NONEXCLUSIVITY.  The
indemnification provided by this Agreement shall be in addition to any rights to
which Indemnitee may be entitled under the Company's Memorandum and Articles of
Association, as may from time to time be amended or replaced, any agreement, any
vote of shareholders or disinterested directors, the laws of the Company's state
of incorporation, or otherwise. The indemnification provided under this
Agreement shall continue as to Indemnitee for any action Indemnitee took or did
not take while serving in an indemnified capacity even though Indemnitee may
have ceased to serve in such capacity.





4.           NO
DUPLICATION OF PAYMENTS.  The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, the Articles or Memorandum of Association or
otherwise) of the amounts otherwise Indemnifiable hereunder, except for the
difference, if any, between the amounts received by the Indemnitee as aforesaid
and the total Expenses incurred by Indemnitee in connection with such Claim. For
the removal of any doubt, any amount received from D&O Insurance (as defined
below) shall not count against any Limit Amount hereunder.


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5.           PARTIAL
INDEMNIFICATION.  If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such Expenses to which Indemnitee is entitled
herein.





6.           LIABILITY
INSURANCE.  As long as the Indemnitee continues to serve as a director
or officer of the Company and thereafter as long as the Indemnitee may be
subject to any possible proceedings, the Company shall procure directors' and
officers' liability insurance to the fullest extent permitted by law ("D&O
Insurance"), in such amount (per claim and per period) as the Company shall deem
appropriate and in accordance to the provisions of the Law; provided, that, the
Company shall have no obligation to obtain or maintain D&O Insurance if the
Company determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, the coverage provided by such insurance is so
limited by exclusions that it provides an insufficient benefit, or the
Indemnitee is covered by similar insurance maintained by a subsidiary of the
Company; provided, however, that the
Company shall not terminate any existing insurance coverage without notifying
the Indemnitee of its intention to do so at least ninety (90) days prior to the
effective date of such termination (for this purpose the non-renewal of such
coverage shall be deemed as termination thereof and the effective date of such
termination shall then be the expiration date of the existing
coverage).





7.           EXCULPATION.  To
the maximum extent permitted by law, the Company hereby exculpates and releases
Indemnitee from any and all liability to the Company related to any past,
present and future breach by Indemnitee of his or her duty of care to the
Company.





8.           EXCEPTIONS.  Any
other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:





a.              EXCLUDED
ACTS AND OMISSIONS. To indemnify, insure or exculpate Indemnitee from or against
any liability arising out of (i) Indemnitee's breach of fiduciary duty to the
Company, unless Indemnitee has acted or omitted to act in good faith and had
reasonable ground to believe such action will not harm the Company's interests,
(ii) intentional or reckless breach by Indemnitee of his or her duty of care to
the Company, or (iii) an action taken with the intention to unduly profit
therefrom and  (iv) any fine or penalty payment to propitiate an
offense.





b.              CLAIMS
INITIATED BY INDEMNITEE. To indemnify or advance expenses to Indemnitee with
respect to Claims initiated or brought voluntarily by Indemnitee and not by way
of defense, except: (i) with respect to proceedings brought to establish or
enforce a right to indemnification under this Agreement or any other agreement,
or insurance policy or under the Company's Memorandum or Articles of Association
now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in
specific cases if the Board of Directors has approved the initiation or bringing
of such suit, or (iii) as otherwise required under the laws of the Company's
state of incorporation, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, advance expense payment or
insurance recovery, as the case may be; or





c.              CLAIMS
UNDER SECTION 16(B).  To indemnify Indemnitee for expenses and the
payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or any similar applicable law of any
jurisdiction.


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9.
            CONSTRUCTION
      OF CERTAIN PHRASES.





a.              For
purposes of this Agreement, references to the "Company" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors and officers, so that if Indemnitee is or was serving at
the request of such constituent corporation as a director or officer, of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.





b.              For
purposes of this Agreement, references to "other enterprises" shall include
employee benefit plans; and references to "serving at the request of the
Company" shall include any service as a director or officer of the Company which
imposes duties on, or involves services by, such director or officer an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in "good faith" and in the best interests of the
Company as referred to in this Agreement.





c.              For
purposes of this Agreement, a "Change in Control" shall be deemed to have
occurred if: (i) any person or entity, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders as a result of a
transaction not otherwise constituting a Change in Control, is or becomes a
“beneficial owners” (as defined in Rule 13d-3 under the U.S. Securities Act,
1933, as amended), of more securities of the Company  than held
immediately prior to that by any other single largest shareholder of the
Company; (ii) the majority of the of the directors of the Company shall have
ceased to hold such office, whether without the consent of the majority of the
directors or in a settlement of an election or proxy contest, or (iii) the
Company consummates a merger or consolidation of the Company with any other
corporation other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the total
voting power represented by the voting securities of the Company or the
surviving entity outstanding immediately after such merger or consolidation, or
(iv) the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of (in
one transaction or a series of transactions) all or substantially all of the
Company's assets.





d.              For
purposes of this Agreement, "Independent
Legal Counsel" shall mean an attorney or firm of attorneys, selected in
accordance with the provision of Section 1(d) hereof, who shall not have
otherwise performed services for the company or Indemnitee within the last three
years (other than with respect to matters concerning the rights of Indemnitee
under this Agreement, or of other Indemnitees under similar indemnity
agreements).





e.              For
purposes of this Agreement, a "Reviewing Party" shall mean any appropriate
person or body consisting of a member or members of the Company's Board of
Directors or any other person or body appointed by the Board of Directors who is
not party to the particular Claim for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.





10.           COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall
constitute an original.


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11.           BINDING
EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
and/or assets of the Company, spouses, heirs, and personal and legal
representative. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the
Company, by written agreement, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. This Agreement shall
continue in effect with respect to Claims relating to Indemnifiable Events
regardless of whether Indemnitee continues to serve as a director or officer of
the Company or any other enterprise at the Company's request.





12.           ATTORNEY'S
FEES. In the event that any action is instituted by Indemnitee under this
Agreement or under any liability insurance policies maintained by the Company to
enforce or interpret any of the terms hereof or thereof, Indemnitee shall be
entitled to be paid all reasonable expenses incurred by Indemnitee with respect
to such action, regardless of whether Indemnitee is ultimately successful in
such action, and shall be entitled to the advancement of Expenses with respect
to such action, unless as a part of such action, a court of competent
jurisdiction over such action determines that each of the material assertions
made by Indemnitee as a basis for such action were not made in good faith or
were frivolous. In the event of an action instituted by or in the name of the
Company under this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses incurred with
respect to Indemnitee's counterclaims and cross-claims made in such action), and
shall be entitled to the advancement of Expenses with respect to such action,
unless, as a part of such action, the court having jurisdiction over such action
determines that each of Indemnitee's material defenses to such action were made
in bad faith or were frivolous.





13.           NOTICE.
All notices and other communications required or permitted hereunder shall be in
writing, shall be effective when given and shall in any event be deemed to be
given: (a) five (5) business days after deposit with the applicable postal
service, if delivered by first class mail, postage prepaid, (b) upon delivery,
if delivered by hand, (c) one business day after the business day of deposit
with overnight courier, freight prepaid, or (d) one day after the business day
of delivery by facsimile transmission, if delivered by facsimile transmission,
with copy by first class mail, postage prepaid, and shall be addressed if to
Indemnitee, at the Indemnitee's address as set forth beneath Indemnitee's
signature to this Agreement and if to the Company at the address of its
principal corporate offices or at such other address as such party may designate
by ten days' advance written notice to the other party hereto.





14.           CONSENT
TO JURISDICTION.  The Company and Indemnitee each hereby irrevocably
consent to the jurisdiction of the courts of the State of Israel for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be commenced, prosecuted and continued only in the competent
Courts of the Tel-Aviv District, which shall be the exclusive and only proper
forum for adjudicating such a claim.





15.           SEVERABILITY.  The
provisions of this Agreement shall be severable in the event that any of the
provision hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, and the remaining provisions shall remain enforceable,
to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, the provisions of this Agreement (including, without limitations, each
portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.





16.           CHOICE
OF LAW.  This Agreement shall be governed by and its provisions
construed and enforced in accordance with the laws of the State of Israel, as
applied to contracts between Israeli residents, entered into and to be performed
entirely within the State of Israel, without regard to the conflict of laws
principles thereof or of any other jurisdiction.


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17.           SUBROGATION.  In
the event of payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to
enforce such rights.





18.           AMENDMENT
AND TERMINATION.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed
by both the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.





19.           INTEGRATION
AND ENTIRE AGREEMENT.  This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous
written and oral negotiations, commitments, understandings and agreements
relating to the subject matter hereof between the parties hereto.





20.           NO
CONSTRUCTION AS EMPLOYMENT AGREEMENT.  Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ or otherwise in the service of the Company or any of its
subsidiaries.





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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
as of the date first above written.





GIVEN
IMAGING LTD.





By:Address:2
      Ha’Carmel St.New
      Industrial ParkP.O.
      Box 258Yokneam,
      20692Telecopier
      No.: 04-9592466AGREED
      TO AND ACCEPTED AS OFTHE
      DATE FIRST WRITTEN ABOVE:[Name
      of Indemnitee]Address:Fax
      No.




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