Given Imaging
          Conference Call to Review PillCam Endoscopy highlights at ACG

                                November 3, 2004
                                  10:00 a.m. CT


Operator: Good day, everyone, and welcome to this Given Imaging conference call.
     At this time, I would like to inform you that today's call is being
     recorded and that all participants are in a listen-only mode.

     Before we begin, I'd like to read the following regarding forward-looking
     statements. During the course of this conference call, participants may
     make projections or other forward-looking statements, including regarding
     the development of new capsule endoscopes, the results of clinical trials
     and future uses of the PillCam video capsule. We wish to caution you that
     such statements reflect expectations and that actual events or outcomes may
     differ materially. You are kindly referred to the risk factors and
     cautionary language contained in the documents that the Company files with
     the Securities and Exchange Commission, including the Company's recent
     registration form F-3, filed June 17 of 2004. The Company undertakes no
     obligation to update any projections or forward-looking statements in the
     future.

     At the request of the Company, we will open the conference for questions
     and answers after the presentation. I will now turn the call over to Mr.
     Mark Gilreath, Corporate Vice President of Market Strategy for Given
     Imaging. Please go ahead, sir.

Mark Gilreath: Good morning. We apologize for the delay in getting started
     today, but we're just wrapping up from the American College of
     Gastroenterology meeting in Orlando, Florida. For the next hour we'll
     review the highlights of the meeting, related to capsule endoscopy and the
     conversation will remain focused on clinical topics. Following the call,
     our physician guests will
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     be pleased to take your questions on clinical issues. If you have other
     questions, please call the Given Investor Relations line at 1-866-GIVEN IR.

     I'm pleased to join you today with two very special guests, Dr. Jamie
     Barkin, the past President of the ACG and the Professor of Medicine and
     Chief of GI at the Mt. Sinai Medial Center in Miami, Florida, and Dr. Glen
     Eisen, Associate Professor of Medicine from the Oregon Health Sciences
     University in Portland, Oregon.

     Let's get right to the discussion. The AGC meeting covered about 35 capsule
     endoscopy studies, including topics of suspected Crohn's disease, small
     bowel tumors and esophageal imaging. Dr. Eisen, since you were involved in
     the esophageal clinical trials, perhaps you can get us started with
     comments related to the PillCam ESO capsule, which was recently FDA
     cleared.

Glen Eisen:  OK.  Thank you, Mark.  Good morning everyone.

     Discussing this PillCam esophageal study, this was actually the second
     study that was performed using this esophageal capsule. There was a pilot
     study that should be published this month, most likely, in "Elementary
     Pharmacology and Therapeutics," which was a pilot study looking at 17
     patients. The trial that was presented at the ACG meeting by Dr. Eliakim is
     significantly larger, with more than 100 patients. And the idea was to
     evaluate the test characteristics of the PillCam, as compared to what's
     currently the gold standard, upper endoscopy. And the patient population
     that was studied were patients that had known gastroesophageal reflux
     and/or Barrett's esophagus, which is a pre-malignant condition of the
     esophagus.

     What the authors found when they compared in a blinded fashion the PillCam
     versus endoscopy - in other words the doctors that reviewed the PillCam
     studies did not know the results of the upper endoscopy - is that the
     PillCam was very close to having the same findings as the

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     endoscopy. And the test characteristics show that the sensitivity and
     specificity were 95 percent and higher, generally for patients both with
     Barrett's esophagus and with reflux esophagitis.

     The reason that this is important is several fold. One, the PillCam is
     preferred by patients because it's easy to do and there's no sedation. The
     patients don't have to have a driver to take them home and there's no
     preparation. Secondly, it can provide a good screening test, as compared to
     upper endoscopy, because in patients that may well have Barrett's esophagus
     there's a large population that needs to be screened. It's estimated that
     one out of 10 patients that have chronic gastro esophageal reflux will have
     Barrett's esophagus and there are millions of patients or individuals in
     the United States that need to be screened and don't get screened.

     The capsule study generally only took a few minutes to be read by the
     physicians and there was almost 100-percent correlation with the findings
     that they showed. There were also no complications that were encountered in
     the study.

Mark Gilreath: That's very good. Dr. Barkin, would you care to comment on your
     perception of this new technology.

Jamie Barkin: Well, Glen clearly summarized it. What we're talking about is a
     very common condition. Gastroesophageal reflux is probably the most common
     condition in the GI tract, seen by both primary care physicians and
     gastroenterologists. And, what we're looking for are the complications of
     this material that's refluxed into the esophagus and those complications,
     which you've heard, are inflammation of the lining and a change in the
     lining of the esophagus to a pre-malignant condition called Barrett's.

     Obviously, what you'd like to do is find those with these problems and,
     two, to institute a surveillance, making sure that there is a problem. And,
     what you're doing is you're picking that

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     population by the PillCam, and this a advance that will allow us to simply,
     almost non-invasively, pick out that population.

Mark Gilreath: It sounds like - another interesting point here, maybe there's a
     tremendous amount of patients that choose instead not to come to the GI
     office and to self medicate with these new over-the-counter PPIs. Dr.
     Eisen, can you comment on how you might see that change?

Glen Eisen: Well, I think there's a potential for this to change dramatically,
     because of the noninvasive nature of the PillCam, and also because there's
     a possibility that this diagnostic test could be used at primary care
     doctors' offices, where most of these patients go for their other care
     issues. Certainly I could envision primary care offices doing the up-front
     screening and having the video sent to a gastroenterologist, sort of
     outsourcing, to review them.

     In this day and age of managed care, sometimes it's difficult to actually
     get to a gastroenterologist to be assessed, and we have a great concern
     with Barrett's esophagus, because we know it's strongly linked as a risk
     factor to esophageal adenocarcinoma, and that cancer is the cancer that's
     increasing at the second fastest rate in western countries, including the
     United States, so there's clearly a need for greater screening.

Mark Gilreath: Yes, and one of the other interesting points here is the value of
     the negative test, and we've seen that play out in the small bowel
     application. Perhaps you could comment on the value of the negative test
     here.

Glen Eisen: Right. Well, if only one in 10 patients, as I mentioned, would
     likely have a positive study, in which they'd need a referral to a
     gastroenterologist for an upper endoscopy with biopsy. But, those other
     nine out of 10, if they had a negative study, they would not need to see a
     specialist. They could be treated medically appropriately for their reflux
     and they wouldn't have to have the more invasive and potentially more
     expensive test.

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Mark Gilreath: Well, I think one of the things you highlighted on the patient
     preference for this I think that will play a big factor.

Glen Eisen:  Right.

Mark Gilreath: Let's now go to another topic. Dr. Barkin, you had data which was
     shared here on small bowel tumors and it's spurred a lot of discussion on
     this topic. Can you tell us about your findings?

Jamie Barkin: Well, what we've realized is that patients who have blood in their
     stool, who usually undergo testing with a colonoscope, looking at the
     colon, and then looking in the upper tract in the esophagus and stomach, a
     group of these patients will have bleeding from the small bowel. The only
     way that we've been previously able to look at the small bowel is by
     radiology, a coarse test positive in maybe five percent of patients. And
     what we've realized with the endoscope, with the capsule (endoscope), is we
     can see the small bowel. It is essentially the gold standard for imaging of
     the small intestine. And this has even been agreed to by Dean McQuinty,
     who's from Indiana, who's the father of, you know, small bowel x-ray.

     So, what we've seen is we now understand that we can find these sources of
     what we call obscure GI bleeding, and a source of this is small bowel
     tumors. Their incidence has been shown to be about six, maybe even up to
     eight or nine percent, of patients with what we call obscure GI bleeding.
     The incidence has been found in five studies, covering at least five
     different continents.

     And, when we were in med. school, the concept was that don't worry about
     small bowel tumors. What our study has shown, and has been confirmed by
     others, is that approximately two-thirds of these quote unquote "tumors"
     are malignant, and thus we must realized that, one, we have a

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     method to find these tumors and, two, the importance of finding them and
     taking them out, which is potentially live saving.

     The other fact that we've learned is the non-sensitivity or insensitivity
     of the other diagnostic modalities, whether they be the x-ray, which we've
     talked about in the past, CAT scans, and the importance is it's simple,
     directed, sensitive, and therefore it becomes cost effective. And I'll let
     Glen talk about that aspect. But, the important - what we've learned and
     have confirmed in the studies is the importance of finding a cause of
     obscure GI bleeding and dealing with it.

Mike Gilreath: I think that - we appreciate that explanation. And it's
     interesting that, you know, the Lewis data, which was showing nine-percent
     findings in over 500 patients, and then seeing that being validated in five
     other countries, including the recent Selby data from the "Australian
     Digestive Week," which just recently occurred. It was interesting to see
     them now between six and nine percent, multiple countries, in data now
     consistent with more than 1,000 patients.

     Dr. Eisen, perhaps you can comment on what the impact of this, the cost
     effectiveness impact that you might see?

Glen Eisen: Well, there's several issues at play. We know, from virtually every
     abstract in full publication, looking at small bowel capsule studies, as
     compared to other diagnostic modalities, that in general these other
     modalities, including radiology and upper endoscopy, enteroscopy,
     colonoscopy, are not sensitive enough to find these lesions. And, on
     average, patients undergo probably between five and 10 diagnostic
     procedures before undergoing capsule to make a diagnosis, and that has
     several issues. Obviously, one, that can't be cost effective, because
     you're undergoing many expensive procedures without finding a lesion or a
     diagnosis. Two, in patients that are bleeding from tumors, they require
     hospitalizations, blood transfusions and other things such as that.

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     And, another important issue is not just the finding of the tumors, but
     what stage you find the tumors. As Jamie said, we didn't realize, you know,
     how common small bowel tumors were. But, if you're actually going to help a
     patient, you want to find them relatively early in the course of the tumor,
     so that if they are malignant, and a significant proportion are, that they
     already haven't spread beyond the small bowel, such that you've made a
     diagnosis, but you can't help the patient. It's paramount to make an early
     diagnosis and eradicate the tumor without the patient dying anyway.

Mark Gilreath:  Dr. Barkin, would you like to add anything else to the ...

Jamie Barkin: I think the important thing we've learned is we had a paradigm
     shift. The paradigm shift is that before the capsule, we basically had
     non-sensitive, limited penetration, the length of our scopes, modalities,
     to look at the small bowel. And, what we have found now is a wide variety
     of early manifestations of previously held diseases, such as we used to
     think that Crohn's disease were people who had severe diarrhea, low
     proteins, failure to grow, fevers, et cetera. And now we realize with the
     endoscope our ability to find early lesions that seem to be Crohn's
     disease. We're finding many more diseases that we didn't know about. We're
     seeing the effects of non-steroidals or aspirins that you and I take every
     day that affect the bowel, cause bleeding and cause narrowing.

     So, what we have seen is we've seen a paradigm shift to the capsule. It's
     finding, as Glen stated, diseases at earlier stages, new diseases that we
     didn't know about, and we're able to direct our attention and treat these.

Mark Gilreath: You know that's - another point, I wanted to ask a question on
     was it seems that in this more 1,000 patients on these tumor studies about
     20 to 30 percent of those were actually for non-bleeding indications, and
     not just obscure GI bleeding. So, was that a surprise to your, Dr. Barkin?
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Jamie Barkin: Well, I think the answer is it shouldn't a surprise. What we have
     learned is the fact that - and everybody listening to us - is that tumors
     of the bowel certainly can present with bleeding, but they can certainly
     present with pain. They can present with intermittent episodes of abdominal
     distension, so it shouldn't be surprising. What we're now understanding is
     we're finding diseases that explains symptoms that we didn't know these
     early diseases cause and that's really a difference. We didn't have a
     method before the capsule of finding that.

Mark Gilreath: You mentioned also the issue of Crohn's disease, or suspected
     Crohn's disease, and this topic, related to capsule endoscopy, is gaining a
     tremendous amount of attention now. Can you identify that suspected Crohn's
     patient for me?

Jamie Barkin: Well, what we used to do is if - the most common, or one of the
     most common patients we see in the GI practice are people with abdominal
     pain, diarrhea and abdominal bloating. We have classically said after,
     coarse evaluation, including even maybe a small bowel x-ray, that this
     group had what we called "irritable bowel syndrome," which means, or meant
     to us, a motility disorder of the small intestine. Couldn't prove it.

     And what we have realized that with further evaluation of this group that
     they have a wide variety of treatable diseases, and those treatable
     diseases could be the most common inherited genetic disease, such as these
     called celiac sprue, or gluten sensitivity enteropathy, a disease of
     Crohn's, which is a mucosal disease. Or if you looked at a wall and you
     realized that Crohn's starts on the wallpaper and then goes through the
     wall the x-rays or CT would only show abnormalities when the disease had
     spread beyond the wallpaper. And, now we have the ability with capsule to
     look at disease - mucosal disease, or the disease of the wallpaper.

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Mark Gilreath: You know, it's interesting that you bring out being able to
     identify this Crohn's disease at a very early stage, it sounds like what
     you're saying. Dr. Eisen, can you comment on the impact of that?

Glen Eisen: Well, the impact can be tremendous, because it really shifts our
     diagnostic capabilities to a point earlier in the patient's course. And, as
     Dr. Barkin pointed out, frequently before we'd tell these patients that
     they had irritable bowel, and we just lacked a diagnostic tool that was
     sensitive enough to evaluate this. I think our entire thinking about vague
     and chronic abdominal pain, with or without diarrhea, is evolving and
     changing, such that we could potentially use the capsule to evaluate this
     groups of patients. And, for better or worse, this is a much larger group
     of patients than probably the patients that have overt Crohn's disease.

     However, I think there is a potential if we catch individuals that have
     early inflammatory bowel disease, we can make a positive impact on their
     quality of life and prevent them from getting some of the later
     complications that develop. I'm excited. I think there's going to be a lot
     of fresh and important studies in this area utilizing the capsule.

Mark Gilreath: Dr. Barkin, I'll give you the final word, before we open up for
     questions. Any final thoughts?

Jamie Barkin: No, I think the most important concept here is to realize that the
     technology has allowed us to screen for disease, to find disease in an
     earlier stage, to explain patient's symptoms, rather than labeling them as
     motility disorders. And it's truly resulted in a total paradigm shift. It's
     almost like the CAT scan. I mean we now think of CAT scan as a normal part
     of our evaluation and I think that's the way we're now heading with the
     capsule.

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Mark Gilreath: Well, I think that - you know, thank you both, Dr. Eisen and Dr.
     Barkin. You guys have done a very nice job of summarizing some of the
     recent data related to the esophagus, to Crohn's disease and the small
     bowel tumors, for the PillCam ESO capsule and the PillCam SB capsule.

     So, now we can open it up for questions. Operator, can you ...

Operator: Yes, today's question-and-answer session will be conducted
     electronically. If you would like to pose a question, please press the
     "star" key, followed by the digit "one," on your touch-tone telephone. If
     you're using a speakerphone, please be sure your mute function is turned
     off to allow your signal to reach our equipment. Once again, if you would
     like to pose a question, please press "star one."

     We'll begin with Wade King of Wells Fargo.

Wade King: Good morning. I have two questions, please. Can you hear me?

Mark Gilreath: Yes, Wade, go ahead.

Wade King: You know, this technology, since introduced, you know, has led to a
     couple of thousand placements worldwide, and utilization metrics that still
     seem pretty modest, by most standards. You know, 1.1 to 1.2 procedures per
     installed workstation per week in the U.S. So, I ask you, what, in terms -
     and we've seen some great clinical data, on both small bowel and esophageal
     use from the meeting and prior meetings. What, in terms of clinical data or
     cost efficacy performance, do you think is really necessary to make the
     technology, you know, a must have for any GI practice in the U.S. And, for
     that matter, to increase that utilization rate far beyond slightly over one
     procedure per installed workstation per week? When does it really become a
     must have in the GI doctor's office practice?

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Mark Gilreath: Dr. Eisen, would you like to comment on that?

Glen Eisen: Well, I think, at this point, it's going to change with the approval
     of the PillCam ESO, because there's a much larger population that that is
     relevant for. I do think - I'm actually a little surprised at 1.1, because
     we're doing about 15 a week, at OHSU, the university I work at.

     I don't know that every GI office necessarily needs this, but I think every
     community needs one or several groups that have this capability, because if
     they don't utilize it, and some haven't yet, what occurs is they have
     patients who have obscure or occult bleeding. In other words, bleeding that
     you see but you can't figure out where it's coming from, or bleeding that
     you don't see but their patient's blood count is dropping. And, these
     patients have upper endoscopy, colonoscopy, enteroscopy, CT scans, et
     cetera, et cetera, without making a diagnosis. And those patients
     eventually get sent to a site that's got capsule endoscopy.

     You know, I think we're still early in the curve of growth of capsule, and
     I think with improved software and, you know, more doctors going to
     meetings and learning about and learning how to utilize it, I think it will
     continue to grow. As far as estimating that growth rate, I would leave that
     to Mark.

Mark Gilreath: And, I'll ask for Dr. Barkin's comments on this, perhaps more
     focused on small bowel utilization.

Jamie Barkin: Well, I think the first point is it needs reiteration that Glen
     just said. New technology requires new learning and that's going to take
     place at every meeting, and therefore there will be a change.

     Two, small bowel disease has been under appreciated. We sort of minimize
     bloating, abdominal pain, even loss of blood. And, I think what we've
     learned is that we can and will be able to make

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     a diagnosis. So, I think, as Glen pointed out, as learning improves
     utilization will definitely increase.

Mark Gilreath: OK, good. Wade, you had another question, as well?

Wade King: Yes, please. Can I ask you, from your - well, actually, one follow-up
     question. You mentioned at your institution, Dr. Eisen, you believe that
     you're performing about 15 capsule endoscopy procedures per week. Can I ask
     you how many - that's on how many workstations?

Glen Eisen: Only two. We have two physicians, Dr. Faigel and myself, who do the
     reading, and we also trained a tech assistant to do a pre-read. And, you
     know, we are the single university hospital for Oregon, so obviously we get
     a lot of referrals. But, it boggles my mind the number of patients, in our
     state at least, and in the Pacific Northwest, that have recurrent bleeding
     that are requiring transfusions and have been basically evaluated for
     years, over and over, without a diagnosis. There just - they're not
     exsanguinating. In other words, they're not bleeding to death quickly, but
     they're requiring a transfusion almost every month. And, in the vast
     majority of these cases, we're making a diagnosis and changing their
     outcome.

     You know, obviously we can't have a study of a case series at my
     University, but, you know, from the abstracts that have been presented at
     this meeting and at the last major meeting DDW, and just the things we're
     seeing in practice, it makes a large difference in patient's lives. And, we
     do know that the ASGE, which is an endoscopy society I'm involved in, we
     have courses every few months training physicians in how to read capsule
     endoscopy, and virtually every course is full. And, you know, we've been
     doing it for the last two years, so there is still an appetite for
     physicians to learn how to this.

     One of the issues with any new technology is this is beyond what
     gastroenterologists have learned during their fellowship, so they need
     avenues to learn the technique, learn what the

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     findings mean. It does look a little bit different than endoscopy. But, you
     know, I think David Cave, who's in Boston, told me that there are probably
     - and Mark you can correct me - at least 30 to 40 different sites, within
     50 miles of his office that use capsule.

Mark Gilreath: I think there has been a - as you both mentioned, it's something
     that starts and with education that continues to grow.

     Wade did you have a second question?

Wade King: Can I ask, is the technical assistant pre read? We've talked to some
     doctors about that before and it seemed like there was possibly some
     society level hurdle to get over to have that become something that the
     clinical organization leaders would endorse or accept as, you know, a
     standard practice. Is that something you expect to become much more common
     looking ahead? I mean it certainly makes a lot of sense.

Glen Eisen: Yes, I'd be happy to address that. I'm on the Governing Board of the
     Endoscopy Society that's posing the hurdles. Because this technology is
     relatively young, we have just come out with a standards-of-practice
     guideline recommended what the training levels should be. We're not yet at
     the point where I think there's enough data that's been published to say
     uniformly you can have a tech pre-read them. Certainly, in our experience
     here at OHSU, I would put our tech against many doctors. I mean this is all
     he does. This is his job. He does it every day of the week and, you know,
     he doesn't necessarily know everything he sees, but he marks any potential
     abnormality.

     I mean initially, when I came to OHSU a year ago, the other physician was
     utilizing him and I was a little skeptical, but after the first six months
     I realized that he was never missing anything that I would see on a capsule
     study.

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     I do think this is akin to nurses and physician assistants doing flexible
     sigmoidoscopy and having allied health professionals do a pre-reading. I
     really think that's the wave of the future in this, especially if the
     utilization increases.

Wade King: OK, thank you. And, my second question, and I'll get off so others
     can ask, as relates to the esophageal application for GERD, Barrett's
     esophagus, et cetera. You know, the esophageal application obviously - you
     know, the length of the study's much shorter, the number of images captured
     is about a third less, using the faster frame per second module. At the
     same time, the reimbursement for the alternate diagnostic modalities,
     namely, you know, upper endoscopy, is less than it is for the reimbursement
     for doing a small intestinal endoscopic procedure.

     So, given that, do you think that the financial part of the equation here,
     as relates to the differential reimbursement for the competing technologies
     and the fact that, you know, upper endoscopy allows you to view the whole
     esophagus, where as it doesn't allow you to, you know, view nearly the
     whole small bowel. Do you think that's going to be an impediment to
     adoption of the esophageal application?

Mark Gilreath: And, Dr. Eisen, you've done some work in this area, perhaps you
     can comment on that.

Glen Eisen: Well, I think it's premature, at this point, to even hazard a guess.
     I think it completely depends on how the capsule is priced. Clearly the
     physician time for evaluating an esophageal capsule as compared to small
     bowel capsule is significantly less. I don't know for sure how Given is
     going to decide to price this. It is true that an enteroscopy can be billed
     at a higher level than an endoscopy, but it's only maybe two to
     three-hundred dollars difference. And, to be honest, an upper endoscopy
     doesn't take nearly as long as an enteroscopy. So, I think if anything the
     issue is going to be how this is priced and ultimately how many are done. I
     would be very surprised if there wasn't significantly more PillCam
     esophageal studies done than small bowel, just because of how large a
     population we're talking about.

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Wade King: And if the pricing is the same as the small intestinal capsule, which
     I believe it is - $450 - does that affect your thoughts?

Glen Eisen: Well, I think if it's priced that and if - first of all, that's how
     much the capsule costs. You know ...

Wade King: Right.

Glen Eisen: ... my perspective is how much the physicians going to receive, and
     I don't know that that's known yet. But, let's pretend that the physician
     got $450 as well for doing this. I don't think that would be an impediment
     at all. If anything, it might be encouraging, just because you could
     certainly do relatively large-scale screening in an outpatient clinic.

Mark Gilreath: Dr. Eisen, you published recently some data on this topic and
     perhaps you can comment on the relationship of the sensitivity of the
     capsule, which is shown now to be over 95 percent in the early studies.
     Perhaps you can comment on that related to the cost effectiveness of this
     application.

Glen Eisen: Right. You know, when we do a cost effectiveness analysis, we
     evaluate several parameters, not just what the capsule costs, but also the
     test characteristics. You know, one of the issues is for esophageal capsule
     is that it is a screening test. In other words, we're looking for a
     diagnosis, and some diagnosis would need a follow-up test and some
     wouldn't.

     We found, doing a cost effectiveness study, varying the different
     parameters, that if the capsule was approximately 95 percent as sensitive
     as upper endoscopy and cost between $400 and $450 that it would be an
     equally dominant strategy to upper endoscopy - that it would be a
     reasonable alternative.

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Wade King: OK, gentlemen. Thank you very much.

Male: You're welcome.

Operator: We'll go next to Timothy Lee of Merrill Lynch.

Timothy Lee: Yes, just two quick questions here on my part. Doctors, I think
     both of you had mentioned the fact that some of the other diagnostic tests
     aren't nearly as sensitive. So, I mean, how does the PillCam fit into your
     clinical practice? If a patient comes in with an obscure bleed, do you run
     through the battery of other tests, or do you go straight to the PillCam?

Glen Eisen: Well, if I can take this first, it depends on the presentation of
     the bleed, but most commonly if it's an overt bleed - in other words, if we
     see blood coming out of their rectum, either it's maroonish or red, then I
     would probably still do an upper endoscopy and a colonoscopy, because a
     significant proportion of lesions would be found within the length of the
     endoscope, but I think the next test that I would do, before I would
     consider an enteroscopy or certainly a radiologic test, would be a capsule
     endoscopy.

Mark Gilreath: Dr. Barkin?

Jamie Barkin: I think what Glen has spoken about is the patient with what we
     call overt bleeding. A patient who has obscure bleeding, by definition, has
     undergone endoscopies, where they look in the esophagus, stomach and
     beginning part of the small intestine - colonoscopy. And then the
     diagnostic procedure of choice, at that point, is the PillCam.

Timothy Lee: Thank you. Then just a quick follow up here. In terms of the
     esophageal capsule, I'm just trying to get a sense of Barrett's esophagus.
     I mean how quickly does that condition progress to

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     cancer? I'm just trying to calibrate the early uptake. If there is no
     reimbursement in place, if a patient presents with - you know, with - I
     mean can a patient delay having this procedure done - call it six, nine
     months or a year - and it's not going really be a detriment to his outcome,
     or if they have Barrett's esophagus they need to diagnose it quickly, to
     respond accordingly?

Glen Eisen: Well, generally we don't always know the time course of patients
     going from Barrett's esophagus to esophageal cancer. There are some small
     (case) series of patients, probably if you tool the collective published
     experience, it might be a 1,000 patients. Looking at it from where they
     have Barrett's esophagus with no signs of cancer and follow them over time,
     it appears that the majority of patients, if they have Barrett's esophagus
     and they don't have dysplasia, which is the cellular change, it means
     they're heading in the wrong direction towards cancer and there's an
     excellent chance that they never will.

     But, on average - and no person is average, but this is accumulation of all
     the data - the risk is probably about half a percent per year, give or take
     half a percent in both directions, of developing esophageal cancer. In
     other words one out of 200 patients who had Barrett's esophagus to start
     would develop cancer.

     The recommendations from the American College of Gastroenterology are that
     we should evaluate individuals who had chronic reflux symptoms, or they
     present at age 50 or greater and have reflux symptoms. So, it's not a
     matter of putting it off. I think, if anything, less people would people
     would put it off. I can tell you anecdotally, one of my partners here at
     OHSU, despite the fact he does endoscopy every day, is waiting for this
     esopgha cam so he can checked for Barrett's because he has chronic reflux
     symptoms.

Timothy Lee: Great. Thank you.

Glen Eisen: You're welcome.

<PAGE>
Operator: Again, that is "star one" if you'd like to pose a question.

     We'll go to Peter Bye of Smith Barney.

Peter Bye: Hey, thanks for taking the question and thanks for hosting the call
     and be on it, physicians.

     Just a couple of questions on uptake and I guess utilization. You know,
     certainly there's various numbers of percentages out there, as far as, you
     know, what incidence rates are for these various indications, and I was
     wondering if you just could sort of comment on what your philosophy is on
     the rate of Crohn's - the incidence of Crohn's out there - the incidence of
     celiac disease? And how many of these patients are you seeing a week?

     And, also, how does reimbursement play into that? You know, they talk about
     - certainly management on the Company talked about lives under coverage,
     expanding beyond obscure bleeding, you know, covering more lives for
     Crohn's, increasingly for celiac disease. How does that play into your role
     and the patient's role of deciding whether to have this or not, or actually
     put a patient through this? And then also perhaps within your conversations
     with colleagues on their thoughts on that?

Mark Gilreath: That's a good question. I think that our physician guests today
     have most of their activity within the hospital or tertiary referral
     center, and many of these patients that we're talking about with suspected
     Crohn's disease or celiac, many of these actually are seen more commonly in
     the community in the private practice. But, on that basis, perhaps Dr.
     Barkin you can comment on the question.

Jamie Barkin: The first question is how come there's all this information or
     interest on celiac disease. Celiac disease, as we've said, is gluten
     insensitivity. It occurs in about one out of 250 patients. It

<PAGE>
     is the most common inherited genetic disease or close to, if you include
     one of the liver disease, called hemochromatosis. It presents - in the
     past, where we felt it was only patients with severe diarrhea, significant
     weight loss and generalized poor quality of life, et cetera.

     We have now learned that celiac disease may present with abdominal
     bloating, discomfort, a little bit of diarrhea, anemia, iron deficiency.
     And, you can imagine that in a young woman you might say her iron
     deficiency anemia is secondary to her periods. And, you can imagine that in
     another patient you could put these symptoms to what we called before
     irritable bowel syndrome. So, we've now learned that you need to look for
     celiac disease. Unfortunately, it's not all found with blood tests, because
     you have more severe disease that are positive in patients with blood
     tests. It's not found a lot of times even with endoscopy. So, what you're
     talking about is trying to explain symptoms and that's how you find the
     celiac.

     The same thing we've learned is that we're underestimating Crohn's disease,
     and for the same reasons. It presents the same way, and we need to look at
     it. And, I think the important thing that you've hinted at is unless we
     start explaining these symptoms by use of the PillCam, we just don't have
     any other way.

     Does that answer your question or ...

Peter Bye: Yes, to a certain extent. I was also wondering if, you know, anyone
     else there on the panel there has a commentary as well.

Glen Eisen: Well, I think Dr. Barkin described it well, but there are studies
     that are ongoing and will be devised that will give us a better answer as
     to how prevalent celiac sprue is, how common early Crohn's disease is. We
     really don't know, because we haven't had the tool to evaluate it. I think
     that they're probably underestimates of how common these issues are, and it
     appears, from

<PAGE>
     everything we've seen in the literature the last five to 10 years, that the
     more we look for sprue, the most we find.

Peter Bye: That's fair, but even going back to doing a Medline search of
     incidents of Barrett's esophagus, we're getting huge discrepancies on
     studies, whether it be autopsy studies, VA studies on the incidence rates,
     and ...

Glen Eisen: Right. Well, actually there's a study ongoing now that's just
     starting. A colleague of mine is at Mayo Clinic - Rick Locke - and he's
     doing it in conjunction with Given, and they are looking in Olmstead County
     at individuals in the county who will get evaluated with the esophageal
     capsule to see what the rate of Barrett's is. We really don't know, because
     all of our studies have been skewed by the fact that these our patients
     that either are referred or self refer.

     We know from studies from Scandinavia that about 40 percent of the patients
     who develop esophageal adenocarcinoma don't have any esophageal symptoms.
     So, you know, we're only focusing on the patients that have
     gastroesophageal reflux and to say, well, therefore, this percent of
     patients, you know, might have Barrett's, we don't know, when almost half
     of them have no symptoms before that. It's been estimated that if we only
     took the patients in the U.S. that are 50 years and older and have chronic
     reflux, we'd have to screen 10-million people. Now, I don't know if the
     esophageal capsule will accomplish that, but certainly we're nowhere near
     evaluating as many patients as we should.

Peter Bye: OK. And, I guess just going back to - maybe it was sort of Tim's
     questions, or Wade's question on the reimbursement front, on pricing. I
     guess our thought is - you know, you said maybe if it's reimbursed at $450
     that would certainly be a boom and it might actually have some demand push
     from the physician side, if they make some money. But, I guess the question
     was to the point of why do you think that you'll get $450, given the
     reading time is 10 minutes, versus

<PAGE>
     what CMS has basically based the - or insurance has based the reimbursement
     for the SB on a two-hour reading time?

     Now, I understand you guys aren't spending two hours on the small bowel
     reading it, but that's what the reimbursement decision is, based on a
     two-hour viewing time. Based on that, with the esophageal viewing time
     being maybe five, 10 minutes, how do you think, you know, reimbursement
     will actually - or the insurers will look at this and say, well, you know
     this is worth $450?

Male: Or $250, or ...

Male: Right.

Male: ... whatever price they pay.

Male: Right.

Glen Eisen: Well, I'm going to let Mark tackle that first, and then I'll add
     something.

Mark Gilreath: I would only comment that there's a very detailed process that
     the Company has to go through, in conjunction with societies, to have a
     submission and a formal review, and I think it's too early to comment on
     what those numbers might be. But, I do think that the current precedence is
     one that's quite positive.

Glen Eisen: As it is, the actual physician time for upper endoscopy is not all
     that long. It's certainly not as comparable to colonoscopy and enteroscopy.
     So, you know, whenever they come up with the rates that they'll choose, I
     think they'll look at the entire global procedure, as far as, you know, the

<PAGE>
     equipment, the setup time, how long the patients there and the physician
     interpretation find. What that final dollar number is I couldn't tell you.

Peter Bye: Sure. Just one following question. I guess you guys are at the
     hospital it's maybe a little different decision on when you adopt the
     technology, especially if you're in a academic center or the like. But,
     could you go through your decision on when you decided to buy the
     workstation, or your facility did. Did you push for it, or - and how you
     started using it, and also maybe some of your colleagues who have - you
     know, don't do this in a hospital, have their own facility and how their
     decision tree might differ on the adoption curve of new technologies?

Mark Gilreath: Let's start with Dr. Barkin on that one and ...

Jamie Barkin: Well, the first thing is that the reason this involved this shift
     in paradigm is with faith. It was effective and it was sensitive, and we
     had no other way of visualizing it so if you were going to help a
     referral-based group of patients you had to have the technology, without
     any question.

     It has, as you pointed out, gone from hospital based to colleagues in
     practice having it, where they realize that essentially if they do not have
     it they just do not have the ability to make diagnoses. And, so therefore -
     and it's patient driven, because patients literally, as you're well aware,
     sit there and go to the Internet and say, "well, I have these symptoms and
     they're from the small bowel, why don't you give me the capsule?" So, I
     think it became, one, self driven, than patient driven.

Mark Gilreath: And, also, I'd ask you, Dr. Eisen, to comment, because I know
     that some of your colleagues were more reluctant in the early days and it
     took a greater amount of data to make a decision to use the system.

<PAGE>
Glen Eisen: Right. I think the person who's posing these questions made an
     excellent point about that sometimes academic centers are early adopters of
     new technology, because we tend to be the ones evaluating it and the ones
     that have the patient base to decide where it fits. I think there initially
     was some hesitancy with any new piece of technology, as far as adopting
     this. However, not only has there been patient demand, but from the GI
     societies, as more data has accumulated in the peer-reviewed literature,
     this is now being incorporated into our practice guidelines, where we
     recommend for appropriate interventions, in patients such as this, that
     this is pat of the algorithm, and I think that continues to push the curve
     ahead.

     Every meeting I've gone to, in the last four years, since the capsule has
     been approved, there's been more and more research that's presented,
     there's been more people that have been interested in looking at this and
     potentially utilizing the equipment. You know, I don't know when the point
     will be, but sometime in the near future I think that the small bowel
     capsule will - it is the gold standard already, but it will be adopted
     uniformly, as this is an appropriate step in evaluation of various types of
     patients.

Peter Bye: OK.

Glen Eisen: And esophageal capsule will be a few years behind that.

Peter Bye: All right. I'll jump back in queue. Thanks again so much for your
     time.

Operator: And, gentlemen, at this time, there are no other questions in the
     queue.

Mark Gilreath: Thank you. Thank you very much. I'd just like to close the
     conference by saying that, you know, we've been having these calls now
     following major meetings over the last few years, and we had - we started
     with the body of data being only focused on obscure GI bleeding. And, what

<PAGE>
     we're seeing more recently is a body of data focused on new activity and
     small bowel tumors, suspect Crohn's disease, celiac disease and now an
     esophageal application.

     So, what I would like to leave you with is that much of this discussion
     will continue at our March meeting, which will be the International
     Conference on Capsule Endoscopy. This is our fourth annual meeting and last
     year, as you know, 32 countries were represented as participating in that.
     And, again, that is Mach 6 to 8 in Miami, and I hope that we can see you
     there.

     Dr. Eisen and Dr. Barkin, thank you very much for participating today, and
     thank you again.

Jamie Barkin: Thanks ((inaudible)).

Glen Eisen: Thank you.

Operator: And that concludes today's conference call. We thank you for your
     participation. You may disconnect at this time.


                                       END