Exhibit B

-EXECUTION
COPY-

ADDENDUM TO DEVELOPMENT AND SUPPLY AGREEMENT

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).

WHEREAS,
Given and Zarlink are parties to a Development and Supply Agreement, dated
April 8, 2002 (the Agreement) for the design, manufacture and supply
by Zarlink to the benefit of Given, of customized, application specific integrated
circuits (the Circuits) that are used in Givens proprietary
single-use, disposable color in-vivo video PillCamTM swallowable
capsule used in connection with its proprietary wireless gastrointestinal
imaging system (the PillCamTM Capsule); and

WHEREAS,
Given wishes to have Zarlink design, develop, manufacture and supply advanced
Circuits to be used in its PillCam Capsules (the GULP II Circuits), in
accordance with specifications provided by Given and the terms of this Addendum
and the Agreement; and Zarlink wishes to perform such work;

NOW,
THEREFORE, in consideration of the promises and the mutual covenants set forth
herein, Zarlink and Given, intending to be legally bound, agree as follows:

1. Relations to the Agreement.

a.
This Addendum supplements the Agreement.
Except as otherwise specifically sets forth herein, the provisions of
the Agreement shall continue in full force and effect and shall apply to the
development, design, manufacture and supply of the GULP2 Circuits.

b.
All references in the Agreement to Circuits, Circuit Specifications and
otherwise to circuits in any defined term, shall be deemed references to the
GULP II Circuits.

c.
All references in the Agreement to Milestone, Milestone Schedule and
Milestone Date shall be deemed references to the development milestones of
the GULP II Circuit.

d.
All references to M2A shall be deemed references to PillCam.

CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN
SEPARATELY FILED WITH THE COMMISSION.

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e.
Capitalized terms not defined herein shall have the meaning ascribed to them in
the Agreement.

2. Development Program.  The Development Work of the GULP II Circuit
shall be performed in accordance with and shall be subject to the provisions of
Section 2 of the Agreement, except that the development milestones schedule
shall be as set forth below, unless extended from time to time by mutual
agreement pursuant to Section 2.7 of the Agreement:

|                      |  |                                                               |  |                        
|--------------------- |  | ------------------------------------------------------------- |  | -----------------------
|Development
  Phase   |  | Milestone                                                     |  | Target
  Milestone Date
|                      |  |                                                               |  |                        
|Specification
  Phase |  | Feasibility
  complete                                        |  | < * * *
  >            
|                      |  |                                                               |  |                        
|Design Phase          |  | Completion
  of concept and key blocks design review          |  | < * * *
  >            
|                      |  |                                                               |  |                        
|Design Phase          |  | Acceptance
  of design and tape-out                           |  | < * * *
  >            
|                      |  |                                                               |  |                        
|Prototype
  Phase     |  | Release of
  Initial Prototype                                |  | < * * *
  >            
|                      |  |                                                               |  |                        
|Prototype
  Phase     |  | Acceptance
  of Initial Prototype                             |  | < * * *
  >            
|                      |  |                                                               |  |                        
|Prototype
  Phase     |  | Acceptance
  of Final Prototype and release to pre-production |  | < * * *
  >            

3. Payment. With respect to the development of the GULP
II Circuits, Section 2.6 of the Agreement shall be replaced with the provisions
of this Section 3. In complete payment
for the Development Work (including the Prototypes), Given shall pay Zarlink
the fixed amount of < * * * > U.S. dollars ($< * * * >) for its
non-recurring engineering and capital expenditures (NRE) incurred in
performing the Development Work (as such NRE may be adjusted from time to time
by mutual agreement pursuant to Section 2.7 of the Agreement, the Development
Cost). The NRE shall be payable in
installments on each of the following dates in amounts equal to the percentage
thereof set forth opposite such date:



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< * * *
> Omitted pursuant to a confidential treatment request.  The confidential information has been
separately filed with the SEC.


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|                                                          |  |              |                
|--------------------------------------------------------- |  | ------------ | ---------------
|Date                                                      |  |              | Amount of
  NRE
|                                                          |  |              |                
|Completion
  of Feasibility Study                         |  | $< * * *
  >
|                                                         
|Completion
  of design review                             |  | $< * * *
  >
|                                                         
|Design
  Acceptance Date and tape-out                     |  | $< * * *
  >
|                                                         
|Release of
  Initial Prototypes                           |  | $< * * *
  >
|                                                         
|Acceptance
  of Initial Prototypes                        |  | $< * * *
  >
|                                                         
|Prototype
  Acceptance Date and release of pre-production |  | $< * * *
  >

Zarlink
shall submit an invoice to Given for each installment upon achievement of the
relevant Milestone Date.  Given shall
pay each such invoice in U.S. dollars, net < * * * > days from the date
the invoice is received.

4. Design
Escrow.  Upon the Specification
Acceptance Date and the Design Acceptance Date, and at Givens request, Zarlink
shall deposit in escrow with the Escrow Agent all the Escrow Documents related
to the GULP II Circuits and the provisions of Section 2.9 of the Agreement
shall apply.

5. Registration
of IP.  -  Section 3.4 (b) of the Agreement is amended by deleting a
before list in the second last line, replacing it with an initial and
deleting will in the same line and replacing it with may.  In addition, the following sentence shall be
inserted immediately prior to the last sentence: Each party will update such
list from time to time to add other countries in which such party intends to
file such patent application.

6. Production
of Circuits and Prices.  With
respect to the GULP II Circuits, Section 6 of the Agreement (Production
Circuits and Prices) shall be amended as follows:

a.
As long as Sections 6.2 (a) and 6.6 of the Agreement are in effect with respect
to minimum quantities and purchase commitments of the original Circuit, any



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< * * *
> Omitted pursuant to a confidential treatment request.  The confidential information has been
separately filed with the SEC.


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number of the
GULP II Circuits delivered to and purchased by Given following the Prototype
Acceptance Date of the GULP II Circuit shall be counted and included in such
minimum quantities and purchase commitments.
After the period covered by these sections (measured from the Prototype
Acceptance Date of the original Circuits) expire, there shall be no minimum
quantities and purchase commitment with respect to the GULP II Circuits
standing alone, and Sections 6.2 (a) and 6.6 shall be disregarded. For greater
certainty it is understood and agreed that Section 6 of this Addendum does not
amend Section 6.2 (b) and Section 6.2 (b) applies in full force in regards to
the GULP II Circuits

b.
In lieu of Section 6.4 of the Agreement, the unit price for the GULP II
Circuits is set forth below opposite the volume of Production Circuits
delivered in each of the 12-month periods beginning on the first delivery
following the Prototype Acceptance Date and ending on the anniversary thereof
and thereafter beginning and ending on each anniversary of such date:

|                |  |           
|--------------- |  | ----------
|Annual
  Volume |  | Unit Price
|                |  |           
|< * * * >       |  | $< * * * >
|                |  |           
|< * * * >       |  | $< * * * >
|                |  |           
|< * * * >       |  | $< * * * >
|                |  |           
|< * * * >       |  | $< * * * >
|                |  |           
|< * * * >       |  | $< * * * >
|                |  |           
|< * * * >       |  | $< * * * >

7. Term and
Termination.  The provisions of
Section 11 of the Agreement shall, and they hereby are, amended as follows:

a.
The initial term of the Agreement as set forth in Section 11.1 of the Agreement
is extended until April 8, 2012 (with respect to both the Circuits and the GULP
II Circuits).

b.
With respect to the GULP II Circuits, the reference in Section 11.5 of the
Agreement (Last-Time Buy) to Section 6.6 is deleted.



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< * * *
> Omitted pursuant to a confidential treatment request.  The confidential information has been
separately filed with the SEC.


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c.
With respect to the GULP II Circuits, Section 11.6 of the Agreement is deleted
in its entirety.

8. Given
Authorized Representative.  The
Authorized Representative of Given is Mr. Micha Nisani.  Given may replace the authorized
representative from time to time upon written notice to Zarlink.

[Next Page is Signature Page]

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IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute this Addendum to Development and Supply Agreement as of the date
first set forth above.

| |                                     |                                | 
| | ----------------------------------- | ------------------------------ | 
| | ZARLINK
  SEMICONDUCTOR AB         
|
| | By:                                 | /s/ Stephen
  J. Swift         | 
| |                                     |                                | 
| |                                     | Name:
  Stephen J. Swift       | 
| |                                     | Title:
  Director              | 
| |                                     |                                | 
| | ZARLINK
  SEMICONDUCTOR LIMITED    
| |                                    
| | By:                                 | /s/ Dan
  McIntyre             | 
| |                                     |                                | 
| |                                     | Name: Dan
  McIntyre           | 
| |                                     | Title:
  Director              | 
| |                                     |                                | 
| | ZARLINK
  SEMICONDUCTOR (U.S.) INC.
| |                                    
| | By:                                 | /s/ Stephen
  J. Swift         | 
| |                                     |                                | 
| |                                     | Name:
  Stephen J. Swift       | 
| |                                     | Title:
  Senior Vice President | 
| |                                     |                                | 
| | GIVEN
  IMAGING LTD.               
| |                                    
| | By:                                 | /s/ Doron
  Birger             | 
| |                                     |                                | 
| |                                     | Name: Doron
  Birger           | 
| |                                     | Title:
  Chairman              | 
| |                                     |                                | 
| | By:                                 | /s/ Gavriel
  Meron            | 
| |                                     |                                | 
| |                                     | Name:
  President & CEO        | 
| |                                     | Title:
  Gavriel Meron         | 

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