Exhibit 10.13 [TRANSLATED FROM HEBREW] ASIC TRANSMITTER DEVELOPMENT, DESIGN AND PRODUCTION AGREEMENT Made in Yoqneam this 13th day of December 1998 BETWEEN: GIVEN IMAGING LTD. of PO Box 258, Yokneam Elite 20692 (hereinafter referred to as "Given Imaging")Given Imaging LTD • August 22nd, 2001
RECITALS:Distribution Agreement • January 29th, 2002 • Given Imaging LTD • Services-misc health & allied services, nec
INDIVIDUALS)Share Purchase Agreement • August 22nd, 2001 • Given Imaging LTD
LEASE AGREEMENT ---------------Lease Agreement • February 1st, 2002 • Given Imaging LTD • Surgical & medical instruments & apparatus
GIVEN IMAGING LTD. (an Israeli company) 2,505,000 Ordinary Shares PURCHASE AGREEMENT Dated: June [ ], 2004 GIVEN IMAGING LTD. (an Israeli company) 2,505,000 Ordinary Shares (Par Value NIS 0.05 Per Share) PURCHASE AGREEMENTPurchase Agreement • June 17th, 2004 • Given Imaging LTD • Surgical & medical instruments & apparatus • New York
RECITALSInvestor Rights Agreement • August 22nd, 2001 • Given Imaging LTD • New York
EXHIBIT 1.1 GIVEN IMAGING LTD. 6,200,000 ORDINARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2002 • Given Imaging LTD • Surgical & medical instruments & apparatus • New York
Exhibit 1.1 GIVEN IMAGING LTD. 5,000,000 ORDINARY SHARES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 26th, 2001 • Given Imaging LTD • Services-misc health & allied services, nec • New York
Exhibit 10.15 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of the __ day of ______, 2001 by and between Given Imaging Ltd., a company incorporated under the laws of the State of Israel, with it...Form of Indemnification Agreement • August 22nd, 2001 • Given Imaging LTD
Exhibit 10.5 SHARE SUBSCRIPTION AGREEMENT THIS SHARE SUBSCRIPTION AGREEMENT is made as of May 30, 1999 (the "Agreement"), by and among (i) GIVEN IMAGING LTD., an Israeli private company (the "Company"), on the first part, (ii) DISCOUNT INVESTMENT...Share Subscription Agreement • August 22nd, 2001 • Given Imaging LTD
CONFIDENTIAL EXECUTION COPY PURCHASE AND SALE CONTRACTPurchase and Sale Contract • August 27th, 2001 • Given Imaging LTD • Services-misc health & allied services, nec • New York
DRAFT 8/17/01 GIVEN IMAGING LTD. 5,000,000 ORDINARY SHARES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 22nd, 2001 • Given Imaging LTD • New York
Exhibit 10.9 - EXECUTION COPY - PREFERRED SHARE PURCHASE AGREEMENT GIVEN IMAGING LTD. Up to US$25,050,000 of Series A Convertible Preferred Shares ----- --------------------------------------------------------------------------- Dated as of September...Preferred Share Purchase Agreement • August 22nd, 2001 • Given Imaging LTD • New York
Exhibit 10.8 - EXECUTION COPY - OPTION AMENDMENT AGREEMENT This Option Amendment Agreement (the "AGREEMENT") is made and entered into on the 9th day of August, 2000, by and among: (i) GIVEN IMAGING LTD. A private company, incorporated under the laws...Option Amendment Agreement • August 22nd, 2001 • Given Imaging LTD
AGREEMENT AND PLAN OF MERGER by and among COVIDIEN GROUP S.À.R.L., RIOJA ISRAEL (2013) LTD. and GIVEN IMAGING LTD. Dated as of December 8, 2013Agreement and Plan of Merger • December 9th, 2013 • Given Imaging LTD • Surgical & medical instruments & apparatus
EXHIBIT 10.10 EXECUTION COPY - INVESTOR RIGHTS AGREEMENT INVESTOR RIGHTS AGREEMENT made as of September 15, 2000 by and among (i) Given Imaging Ltd., an Israeli corporation (the "Company"), (ii) the Purchasers listed on Exhibit A (the "Purchasers") of...Investor Rights Agreement • August 22nd, 2001 • Given Imaging LTD • New York
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2012 • Given Imaging LTD • Surgical & medical instruments & apparatus • New York
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT made as of February 29, 2012 by and among Given Imaging Ltd., an Israeli corporation (the "Company"), and the holders of Ordinary Shares in the Company whose signature is affixed hereto (the “Shareholders”).
AMONGShare Purchase and Option Agreement • August 22nd, 2001 • Given Imaging LTD • Tel-Aviv
VOTING AGREEMENTVoting Agreement • December 9th, 2013 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 8, 2013 by and between Covidien Group S.À R.L., a Luxembourg company (“Parent”), and the undersigned shareholder (the “Shareholder”) of Given Imaging Ltd., a company organized under the laws of Israel (the “Company”).
GUARANTYGuaranty • December 9th, 2013 • Given Imaging LTD • Surgical & medical instruments & apparatus
GUARANTY dated as of December 8, 2013 (this “Guaranty”) by Covidien International Finance S.A., a company organized under the laws of Luxembourg, and having its principal place of business at Bd. Prince Henri 3b, 4th Floor, Luxembourg L-1724 (the “Guarantor”), and Given Imaging Ltd., a company organized under the laws of the State of Israel (the “Company”).
DISTRIBUTION AGREEMENT by and between GIVEN IMAGING K.K. And SUZUKEN CO., LTD.Distribution Agreement • March 31st, 2008 • Given Imaging LTD • Surgical & medical instruments & apparatus
This Distribution Agreement (the "Agreement") is entered into as of May 9, 2002 (the "Execution Date") by and between Given Imaging K.K. ("Given Japan"), a Japanese corporation having its principal office at 4-12, Hirakawacho 1-chome, Chiyoda-ku, Tokyo, and Suzuken Co., Ltd. ("Suzuken"), a Japanese corporation having its principal office at 8 HigashiKataha-machi, Higashi-ku, Nagoya, Aichi. Suzuken and Given Japan are sometimes referred to individually as a "Party" and together as the "Parties".
AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTCooperation Agreement • March 25th, 2005 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS AMENDMENT (the “Amendment”) is made and entered into as of the ____ day of June, 2004, by and between Given Imaging Ltd., a company incorporated under the laws of the State of Israel (hereinafter also “Given”) and Ethicon Endo-Surgery, Inc., an Ohio corporation, acting by and through its InScope Division (hereinafter also “EES”), (EES and Given hereinafter each individually also the “Party” and together also the “Parties”).
Exhibit 10.12 TECHNOLOGY PURCHASE AND LICENSE AGREEMENT Made and entered into on the __ day of January, 1998Technology Purchase and License Agreement • August 22nd, 2001 • Given Imaging LTD
ADDENDUM TO DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • April 7th, 2006 • Given Imaging LTD • Surgical & medical instruments & apparatus
This ADDENDUM is entered into on July 2005 (the “Effective Date”), among Zarlink Semiconductor AB, a Swedish corporation (“Zarlink AB”), Zarlink Semiconductor Limited, a United Kingdom limited liability company (“Zarlink UK”), and Zarlink Semiconductor (U.S.) Inc., a Delaware corporation (“Zarlink US” and, together with Zarlink AB and Zarlink UK, “Zarlink”), on a joint and several basis, and Given Imaging Ltd., an Israeli corporation (“Given”).
TERMINATION OF EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTCooperation Agreement • March 31st, 2008 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS TERMINATION OF EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENT (the “Termination”) is made and entered into as of the last date of signature set forth below (the “Effective Date”), by and between GIVEN IMAGING LTD., a company incorporated under the laws of Israel (“Given”) and ETHICON ENDO-SURGERY, INC., an Ohio corporation, acting by and through its InScope Division (“EES”), (EES and Given hereinafter each individually a “Party” and together the “Parties”).
PRODUCT DEVELOPMENT, MANUFACTURING AND SALES AGREEMENT between MICRON TECHNOLOGY, INC. and GIVEN IMAGING LTD. Dated November 26, 2002And Sales Agreement • March 17th, 2004 • Given Imaging LTD • Surgical & medical instruments & apparatus • New York
This Product Development, Manufacturing, and Sales Agreement is made and entered into as of the 26th day of November, 2002, by and between Micron Technology, Inc. (“Micron”), a Delaware corporation with its principal offices at 8000 South Federal Way, Boise, Idaho 83716-9632, U.S.A. and Given Imaging Ltd. (“Given”), an Israeli company with its principal offices at 2 Ha’carmel Street, New Industrial Park, P.O. Box 258, Yoqneam 20692, Israel.
DEVELOPMENT AND SUPPLY AGREEMENT Dated as of April 8, 2002 among ZARLINK SEMICONDUCTOR AB ZARLINK SEMICONDUCTOR LIMITED ZARLINK SEMICONDUCTOR (U.S.) INC. and GIVEN IMAGING LTD. CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT...Development and Supply Agreement • March 25th, 2005 • Given Imaging LTD • Surgical & medical instruments & apparatus • New York
This Agreement is made as of April 8, 2002 (the “Effective Date”), among Zarlink Semiconductor AB, a Swedish corporation (“Zarlink AB”), Zarlink Semiconductor Limited, a United Kingdom limited liability company (“Zarlink UK”), and Zarlink Semiconductor (U.S.) Inc., a Delaware corporation (“Zarlink US” and, together with Zarlink AB and Zarlink UK, “Zarlink”), on a joint and several basis, and Given Imaging Ltd., an Israeli corporation (“Given”).
Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by “[***Redacted***]”, and the omitted text has been filed separately with...Given Imaging LTD • May 16th, 2007 • Surgical & medical instruments & apparatus
This ADDENDUM is entered into as of June 10, 2005 (the “Effective Date”), between Micron Technology, Inc. (“Micron”), a Delaware corporation with its principal offices at 8000 South Federal Way, Boise, Idaho 83716-9632, U.S.A., and Given Imaging Ltd., an Israeli corporation (“Given”), with its principal offices at 2 Ha’carmel Street, New Industrial, P.O. Box 258, Yoqneam 20692, Israel.
FOURTH AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTAnd Cooperation Agreement • April 7th, 2006 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS FOURTH AMENDMENT (the “Fourth Amendment”) is made and entered into as of this 14 day of November 2005, by and between Given Imaging Ltd., a company incorporated under the laws of the State of Israel (hereinafter, “Given”) and Ethicon Endo-Surgery, Inc., an Ohio corporation, acting by and through its InScope Division (hereinafter “EES”), (EES and Given hereinafter each individually also the “Party” and together also the “Parties”).
SIXTH AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTAnd Cooperation Agreement • May 16th, 2007 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS SIXTH AMENDMENT TO ECLUSIVE SALES REPRESENTATION, CO-PROMOTION, AND COOPERATION AGREEMENT (the “Sixth Amendment”) is made and entered into as of this 16th day of February 2007, by and between GIVEN IMAGING LTD., a company incorporated under the laws of Israel (“Given”) and ETHICON ENDO-SURGERY, INC., an Ohio Corporation, acting by and through its InScope Division (“EES”), (EES and Given hereinafter each individually a “Party” and together the “Parties”).
THIRD AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTAnd Cooperation Agreement • April 7th, 2006 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT (the “Amendment”)’ is made and entered into as of this 27th day of October 2005, by and between Given Imaging Ltd., a company incorporated under the laws of the State of Israel (hereinafter, “Given”) and Ethicon Endo-Surgery, Inc., an Ohio corporation, acting by and through its InScope Division (hereinafter “EES”), (EES and Given hereinafter each individually also the “Party” and together also the “Parties”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 31st, 2009 • Given Imaging LTD • Surgical & medical instruments & apparatus
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.
Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by “[***Redacted***]”, and the omitted text has been filed separately with...Cooperation Agreement • May 16th, 2007 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS FIFTH AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENT (the “Fifth Amendment”) is made and entered into as of this 6th day of September 2006, by and between GIVEN IMAGING LTD., a company incorporated under the laws of Israel (“Given”) and ETHICON ENDO-SURGERY, INC., an Ohio corporation, acting by and through its InScope Division (“EES”), (EES and Given hereinafter each individually a “Party” and together the “Parties”).
Execution Copy SECOND AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTCooperation Agreement • March 25th, 2005 • Given Imaging LTD • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of this 4th day of October, 2004, by and between Given Imaging Ltd., a company incorporated under the laws of the State of Israel (hereinafter, together with its subsidiaries, “Given”) and Ethicon Endo-Surgery, Inc., an Ohio corporation, acting by and through its InScope Division (hereinafter also “EES”) (EES and Given hereinafter each individually also the “Party” and together also the “Parties”).
EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENTAnd Cooperation Agreement • March 25th, 2005 • Given Imaging LTD • Surgical & medical instruments & apparatus • New York
AGREEMENT (hereinafter also “the Agreement”) dated as of May 10th, 2004, by and between Given Imaging Ltd., a company incorporated under the laws of the State of Israel and having its principal place of business at 13 HaYetzira Street, Yoqneam 20692, Israel (hereinafter also “Given”), and Ethicon Endo-Surgery, Inc., 4545 Creek Road, Cincinnati, OH 45242-2839, an Ohio corporation, acting by and through its InScope Division (hereinafter also “EES”) (EES and Given hereinafter individually also “the Party” and together also “the Parties”).
