Exhibit 4.13
AMENDMENT
TO
EXCLUSIVE SALES REPRESENTATION,
CO-PROMOTION AND
COOPERATION
AGREEMENT
THIS AMENDMENT (the “
Amendment ”) is made and entered into as of the ____
day of June, 2004, by and between Given Imaging Ltd., a company
incorporated under the laws of the State of Israel (hereinafter
also “ Given ”) and Ethicon Endo-Surgery, Inc.,
an Ohio corporation, acting by and through its InScope Division
(hereinafter also “ 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 (hereinafter the “ Agreement ”);
and
WHEREAS , the Parties wish to amend the Agreement as
provided hereunder.
NOW THEREFORE
, in consideration of their promises
and mutual covenants herein contained, the Parties hereto hereby
agree as follows:
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1.
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Capitalized Terms . Capitalized terms within this Amendment shall
have the meanings assigned thereto in the Agreement.
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2.
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In Section 2.06(b), the word
“during” in the first sentence shall be replaced by the
following phrase:
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“commencing no later than 60
days following FDA Clearance and continuing thereafter
throughout”
so that the first sentence of
Section 2.06(b) shall read as follows: “As long as this
Agreement is in full force and effect in its entirety and subject
to the Fai
