FIFTH AMENDMENT

TO

EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENT

THIS FIFTH AMENDMENT TO EXCLUSIVE SALES REPRESENTATION, CO-PROMOTION AND COOPERATION AGREEMENT (the Fifth Amendment) is made and entered into as of this 6th day of September 2006, 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, and November 2005 (the Agreement);

WHEREAS, the Parties desire to amend their respective obligations as set forth in the Agreement in order to accelerate the adoption of the Products; 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:

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

2.            EESs Obligations. The Parties agree that it is in each Partys best interest to modify EESs obligations in the Agreement with respect to the selling of the Product. Until the Parties agree otherwise, EES will be obligated to provide dedicated full time equivalent field-based employees to develop market demand and increase procedural adoption for the Product, focusing primarily on markets related to esophageal varices and gastroesophageal reflux disease. EES will not employ a sales force until such time that the parties agree employing a sales force is appropriate. Each Partys obligations for the remainder of 2006 are set forth on the Marketing Plan attached hereto as Exhibit 1.

3.            Definition of FTE. The definition of Sales FTE is hereby deleted and amended and restated in its entirety with the following definition:

FTE shall mean a full time equivalent of an employee. By way of example, [***Redacted***] FTEs can mean [***Redacted***] employees who are 100% dedicated to a project or [***Redacted***] employees who are each dedicated 50% to a project. An employee who is less than 20% dedicated to a project shall not be counted.