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

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).

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 and on October 27, 2005 (hereinafter the Agreement);
and

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

NOW
THEREFORE, in consideration of their promises and mutual covenants herein
contained, the Parties hereto hereby agree as follows:

1.
Capitalized terms not otherwise defined within this Fourth Amendment shall have
the meanings assigned thereto in the Agreement.

2.
Section 5.03 of the Agreement is hereby amended and restated in its entirety as
follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Section
  5.03 Installation of 500 Additional Given Diagnostic System.  No earlier than January 1, 2005 and
  Given sending to EES sufficient proof (as per the document, a sample of which
  is attached as Exhibit 5.03) of the installation, commenced and
  completed after the FDA Clearance, of at least 500 Given Diagnostic Systems
  (in addition to the base completely installed at the time of FDA Clearance)
  which (i) are fully compatible with the ECE, and (ii) of which at least 70%
  must have been installed in the United States, EES will pay Given fifteen
  (15) million US$, payable as follows:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a) EES
  has paid Given five (5) million US$ pursuant to the SECOND Amendment dated
  October 4, 2004, which payment the parties agreed is applied to the
  fifteen (15) million US$ payable under this Section 5.03.                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) EES
  shall pay Given five (5) million US$ within 15 days of the execution of the
  Fourth Amendment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) EES
  shall pay Given the remaining balance of five (5) million US$ no later than
  April 1, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

3.
The parties hereby agree that Section 5.05 of the Agreement (Postponement of
Milestone Payments) does not apply to the payments set forth in Section 5.03 of
the Agreement, as amended.

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4.
Except as otherwise provided by this Fourth 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 thereunder.

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

| |                              |                                      
| | ---------------------------- | -------------------------------------
| | ETHICON
  ENDO-SURGERY, INC.
| |                              |                                      
| | By:                          | /s/ Jeff Mailler                     
| |                              |                                      
| |                              | Name:Jeff Mailler                    
| |                              | Title: V.P., Licensing & Acquisitions

| |                      |                       
| | -------------------- | ----------------------
| | GIVEN
  IMAGING LTD.
| |                      |                       
| | By:                  | /s/ Gavriel Meron     
| |                      |                       
| |                      | Name:Gavriel Meron    
| |                      | Title: President & CEO

| |     |                   
| | --- | ------------------
| | By: | /s/ Doron Birger  
| |     |                   
| |     | Name: Doron Birger
| |     | Title: Chairman   

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