Exhibit
4.20

SIXTH
AMENDMENT
TO
EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND
COOPERATION AGREEMENT

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).

WHEREAS,
the Parties have entered into an Exclusive Sales Representation, Co-Promotion
and Cooperation Agreement dated May 10, 2004, as further amended in June 2004,
on October 4, 2004, on October 27, 2005, in November 2005, and on September 5,
2006 (the Agreement); and

WHEREAS,
the Parties have agreed to amend the Agreement as set forth herein.

NOW,
THEREFORE, in consideration of the mutual promises and
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

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|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Ancillary Products. Section
  4.05(a) of the Agreement is hereby amended and restated in its entirety as
  follows:                                                                                                                       
|   |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                            | Section 4.05. Ancillary Products. (a) For
  every Ancillary Product (including all upgrades required to be compatible
  with the ECE) sold on or after the effective date of the Sixth amendment to a
  new End User, EES shall receive a commission of 10% of the Selling Price if
  such new End User purchases Product within 120 days of the invoice date for
  the Ancillary Product. In the case of an End User who owns and Ancillary
  Product as of the effective date of the Sixth Amendment but purchases new or
  replacement Ancillary Product, EES shall receive a commission of 10% of the
  Selling Price of the new of replacement Ancillary Product if such End User
  purchases Product within either 60 days prior to, or 120 days following, the
  invoice date for the new or replacement Ancillary Product. Reporting and
  payment shall follow the rules agreed upon in Sections 4.03 and 4.04 above
  for the Products.
|   |                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Effect on
  Agreement. Except as otherwise provided by this Sixth Amendment, the
  Agreement shall remain in full force and effect in accordance with its terms
  and does not relieve either Party from any of its obligations hereunder.

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IN WITNESS WHEREOF, the
Parties hereby have executed this Sixth Amendment by their respective officers
thereunto duly authorized on the date first written above.

On behalf of ETHICON
ENDO-SURGERY, INC.:

|       |                                           
|------ | ------------------------------------------
|By:    | -s- JEFFREY A. MAILLER                    
|       |                                           
|Name:  | JEFFREY A. MAILLER                        
|Title: | VICE PRESIDENT, LICENSING
  & ACQUISITIONS

On behalf of GIVEN IMAGING
LTD.:

|       |              
|------ | -------------
|By:    | -s- ILLEGIBLE
|       |              
|Name:  |              
|Title: |              

|       |                
|------ | ---------------
|By:    | -s- Yuval Yanai
|       |                
|Name:  | Yuval Yanai    
|Title: | CFO            

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