**TERMINATION
      OF**


**EXCLUSIVE
      SALES REPRESENTATION, CO-PROMOTION AND**


**COOPERATION
      AGREEMENT**





**THIS
      TERMINATION OF EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION
      AGREEMENT** (the
“Termination”) is made and entered into as of the last date of signature set
      forth below (the “Effective Date”) ,
      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 amended in June, 2004, on October
      4, 2004, on October 27, 2005, November, 2005, August 2006 and February 16,
      2007
      (the “ **Agreement** ”);





**WHEREAS,** EES
      provided written notice to Given on November 6, 2007 of its intent to terminate
      the Agreement pursuant to Section 14.04(c) of the Agreement effective on or
      about May 6, 2008; and





**WHEREAS** ,
      the
      Parties now mutually desire to terminate their respective rights and obligations
      under the Agreement effective January 20, 2008.





**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:





1.  Defined
      Terms .
      Capitalized terms not otherwise defined herein shall have the meaning ascribed
      to such terms in the Agreement.





2.  Accelerated
      Termination Date .
      The
      Parties agree that the Agreement and each Party’s rights and obligations under
      the Agreement shall terminate on January 20, 2008 (the “Accelerated Termination
      Date”). Notwithstanding the foregoing, EES shall continue to provide the
      reimbursement services described on Schedule
      1 attached
      hereto until the earlier of the completion of such service or May 6, 2008.
      The
      Accelerated Termination Date shall not affect the payments due from EES
      to
      Given pursuant to Section 14.04(c) of the Agreement .





3.  Consideration;
      Payments to Given; Commissions .





(a)  In
      consideration of the Accelerated Termination Date, and in addition to the
      payments due from EES to Given pursuant to Section 14.04(c) of the Agreement,
      EES shall pay Given one million, two hundred thousand US dollars (US$1,200,000)
      on or before December 28, 2007.





(b)  The
      Parties agree that, pursuant to paragraph (a) above and Section 14.04(c) of
      the
      Agreement, EES shall pay the following amounts to Given on or before the dates
      set forth below:





US
                $1,200,000
            -
            December
                28, 2007US
                $5,000,000
            -
            February
                4, 2008US
                $2,620,000
            -
            February
                28, 2008













The
      Parties acknowledge and agree that these amounts represent all of the payments
      due from EES to Given as a result of the Agreement and the Termination and
      that
      upon payment of these amounts, EES shall have fulfilled all of its financial
      obligations to Given pursuant to the Agreement and the Termination.





(c)  Given
      will not be obligated to pay any commissions to EES for Products or Ancillary
      Products sold in the Territory after the Effective Date.





4.  Equipment
      Transfer .
      As of
      the Accelerated Termination Date, EES shall transfer to Given all of its rights,
      title and interest in and to the personal property listed on Schedule
      2 to (the
“Equipment”). EES is transferring the Equipment to Given in “AS IS, WHERE IS”
condition, with no warranties of any kind and with all faults and defects.





5.  Effect
      on Agreement .
      Until
      the Accelerated Termination Date, 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.




[Next
      Page is Signature page]










IN
      WITNESS WHEREOF, the Parties hereby have executed this Termination by their
      respective duly authorized officers effective as of the last date set forth
      below.





ETHICON
                ENDO-SURGERY, INC.By:
            /s/Michelle
                BrennanName:
            Michelle
                BrennanTitle:
            Vice
                PresidentDate:
            December
                18, 2007


GIVEN
                IMAGING LTD.By:
            /s/
                Nachum ShamirName:
            Nachum
                ShamirTitle:
            President
                & Chief Executive OfficerDate:
            December
                18, 2007


By:
            /s/
                Yuval YanaiName:
            Yuval
                YanaiTitle:
            Chief
                Financial OfficerDate:
            December
                18, 2007