THIRD AMENDMENTTOEXCLUSIVE SALES REPRESENTATION, CO-PROMOTION
AND COOPERATION AGREEMENT

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).

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

WHEREAS,
in order to facilitate the promotion of the Product and the Ancillary Products
in the Territory and assist EES in the performance of its obligations under the Agreement, Given is willing to lend to
EES a number of Given Diagnostic Systems (each consisting of one Rapid 3.0
Workstation and one DataRecorder 2.0) (Given Systems), to be used by
EES solely for customer evaluations and demonstrations, all under the terms and
conditions of this Amendment;

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

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

2. Loan
of Given Systems. Given shall lend to EES fifty-five (55)
Given Systems free of charge for a period of twelve (12) months from the date
hereof. These systems shall be delivered to EES F.O.B (Incoterms 2000) Yoqneam,
Israel and EES shall bear the risk of loss of any Given System placed with it
under this Amendment for as long as such Given Systems are under its possesion
or control.

3. Use
and Return of the Given Systems. EES agrees to use the Given
Systems delivered to it hereunder solely for customer evaluations,
demonstrations and training, and not for any other purpose whatsoever,
including resale, and to use its reasonable efforts to market and promote
purchases of the Given System in the Territory. Given shall be entitled to
request the return of any Given System at any time if it has determined that
such Given System is not being used by EES in such a manner. Otherwise, at the
end of the said twelve-month period, EES shall return the Given Systems to
Given. Whether returned pursuant to Given request or the expiration of the said
12-month period, EES shall return the Given Systems at its cost in appropriate
packaging in full operational and functional condition that would allow minor
reconditioning at Given facilities in order to resell the equipment as used
equipment to end use customers (e.g., Workstations or Data Recorders
(with normal wear and tear excepted) containing unaltered, originally installed
software or authorized upgrades). EES shall bear the cost of refurbishment or
repurchase at the cost actually incurred by Given for Given Systems not

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returned in
such condition or at all.

4. Commission
on Sales of Additional Workstations.

(a) EES
hereby acknowldges that Workstations sold by Given to customers who already
have a Workstation installed at their facilities, are sold at a reduced price
(currently $4,995.00). Notwithstanding such reduced price, for as long as EES
is using the Given Systems as set forth in Section 3 above, Given agrees that
EES commission on sales of such additional Workstations to hepatology
centers (as defined below) or emergency units in medical facilities that
already have a Given System at another department or unit (and therefore
eligible for the reduced price on the second Workstation) shall be 10% of
Givens then-effective list price for purchase of a first Workstation by an
account (currently $17,500.00).

(b) For the
purpose of this Amendment, a hepatology center is a practice or a hospital
unit that by its name specializes in hepatology or liver disease, and  if such
specialization is not specified by the name of the practice or unit  then a
practice or hospital unit to which the sale has resulted from an evaluation,
and followed by installation and in service, of the Given System by a sales
representative of EES.

(c) The processing of requests for payment of
commissions claimed under clause (a) above shall be made in a manner consistent
with the payment of commissions to EES as set forth in the Agreement. The
Parties shall establish a separate product code for additional Given Systems
that are sold to hepatology centers or emergency units as set forth in
clause (a) above.

5. Effect
on Agreement. Except as otherwise provided by this Third
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 Third Amendment by their
respective officers thereunto duly authorized on the date first written above.

| |                              |                                                 | 
| | ---------------------------- | ----------------------------------------------- | 
| | ETHICON
  ENDO-SURGERY, INC.
| |                             
| | By:                          | /s/ Jeffrey A. Mailler                          | 
| |                              |                                                 | 
| |                              | Name:Jeffrey
        A. Mailler                
| |                              | Title: Vice-President, 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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