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TIVO INC (TIVO)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/15/2005
Filed Period 01/31/2005

Table of contents

  • Page 1
    TIVO INC (TIVO) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/15/2005 Filed Period 01/31/2005

  • Page 2
    ... to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended January 31, 2005 Commission file number 000-27141 TIVO INC. (Exact name of...

  • Page 3
    ... STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...

  • Page 4
    ...three sources TiVo service revenues. Consumers subscribe directly to the TiVo service, by paying us either $12.95 per month or a one-time "product lifetime" fee of $299. In addition, DIRECTV pays recurring per-household monthly fees in order to offer the TiVo service to its satellite TV subscribers...

  • Page 5
    ... show. Advanced Home Media Features Extend the TiVo Service Beyond DVR. The TiVo service also offers home entertainment innovations that extend beyond DVR, with features like digital music and photos, multi-room viewing, and mobility. Customers with a TiVo Series2 DVR connected to their home network...

  • Page 6
    ... to drive volume growth. Under our new agreement, DIRECTV pays us a recurring monthly per-household fee for access to the technology needed to offer its customers the TiVo service. We incur limited recurring expenses and, on a marginal basis, limited or no acquisition costs for these subscriptions...

  • Page 7
    ... right to sell certain types of advertising on other Comcast DVR set-top boxes enabled with the advertising management system, subject to Comcast's option to terminate such right in exchange for certain advertising-related payments. Development and deployment of the TiVo service software solution...

  • Page 8
    ... from the sale of TiVo-branded DVRs manufactured for us. To drive sales while managing costs, we have shared marketing expenses with key retailers, and in some cases, we have offered to share a portion of the subscription revenues. Services to Television Distributors. We also sell our technology...

  • Page 9
    ... cable set-top box. In general, these hard-drive equipped DVD recorders and TVs do not require DVR service fees and offer basic DVR functionality. In the future, companies such as Sony and Microsoft could incorporate DVR technology into their video game consoles. Personal computers with DVR software...

  • Page 10
    ... subscribers with cable DVR set-top boxes, this Microsoft software supports dual tuner enhanced DVR functionality. U.S. cable operators are currently deploying server-based Video on Demand (VOD) technology to stream video across the network to a digital cable set-top box within the consumer's home...

  • Page 11
    ... signals with internet access, automatic rescheduling of recordings, content screening, enhanced program information search, and electronic program guide interface enhancements. Several of our early patent applications have been examined and claims allowed by the U.S. Patent and Trademark Office...

  • Page 12
    Table of Contents Index to Financial Statements Executive Officers and Key Employees (as of April 1, 2005): Name Age Position Michael Ramsay Thomas Rogers David H. Courtney Brodie Keast James Barton Mark A. Roberts Matt Wisk Nancy Kato Ken Kershner Luther Kitahata Jeff Klugman Edward Lichty Joe ...

  • Page 13
    ... January 2004 and is currently Senior Vice President of Research and Development and Chief Technical Officer. From June 1996 to August 1997, Mr. Barton was President and Chief Executive Officer of Network Age Software, Inc., a company that he founded to develop software products targeted at managed...

  • Page 14
    ... Chief Information Officer for Electronics for Imaging, creator of software and hardware digital imaging solutions for network printing. Mr. Zoppi holds a B.S. degree in Information Systems Management and an A.S. in Music from the University of San Francisco. Other Information TiVo was incorporated...

  • Page 15
    ... infringed this patent by making, selling, offering to sell, and using within the United States the TiVo digital video recorder. Pause Technology seeks unspecified monetary damages as well as an injunction against our operations. It also seeks attorneys' fees and costs. On February 6, 2004...

  • Page 16
    ... Sony Corporation, Sony Electronics, Inc., Sony Corporation of America, JVC, Clarrion Corporation of America, and Philips Consumer Electronics Company in the U.S. District Court for the Eastern District of New York alleging infringement of U.S. Patent Nos. 395,884 and 6,779,196 and U.S. Trademark No...

  • Page 17
    ... symbol "TIVO" since September 30, 1999. Prior to that time, there was no public trading market for our common stock. As of April 1, 2005, we had 1,041 stockholders of record. The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by...

  • Page 18
    ... 2005 2004 2003 2002 2001 2000 (in thousands, except per share data) Consolidated Statement of Operations Data: Revenues Service revenues Technology revenues Hardware revenues Rebates, revenue share, and other payments to the channel Net Revenues Costs and expenses Cost of service revenues Cost of...

  • Page 19
    Table of Contents Index to Financial Statements As of January 31, As of January 31, As of January 31, As of January 31, As of January 31, 2005 2004 2003 2002 2001 (in thousands) Consolidated Balance Sheet Data: Cash and cash equivalents Short-term investments Total assets Current redeemable ...

  • Page 20
    ... revenues Hardware revenues Rebates, revenue share, and other payments to channel Net revenues Costs of Revenues Cost of service revenues Cost of technology revenues Cost of hardware revenues Total costs of revenues Gross margin Operating Expenses Research and development Sales and marketing...

  • Page 21
    ... in this Report, before deciding to purchase, sell or hold our common stock. Overview We are a leading provider of technology and services for digital video recorders, or DVRs, a rapidly growing consumer electronics category. Our subscription-based TiVo service improves home entertainment by...

  • Page 22
    ... for which consumers pay a recurring fee, as opposed to a one-time product lifetime fee. We offer our customers the opportunity to purchase service for the lifetime of an individual TiVo-enabled DVR. We recognize revenue from product lifetime subscriptions over four years. Three Months Ended Jan 31...

  • Page 23
    ...12 Months Ended January 31, 2005 2004 2003 (In thousands, except SAC) Sales and marketing expenses Rebates, revenue share, and other payments to channel Hardware revenues Cost of hardware revenues Total Acquisition Costs TiVo-Owned Subscription Gross Additions Subscription Acquisition Cost (SAC...

  • Page 24
    ... service revenues and DIRECTV-related advertising revenues) from our total reported service revenues and dividing by the number of months in the period. We then divide by average TiVo-Owned subscriptions for the period, calculated as described above for churn rate. The following table shows...

  • Page 25
    ... as described in Item 8. Note 1. " Nature of Operations" in the notes to our consolidated financial statements. The preparation of these financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses and related 23

  • Page 26
    ... to the functionality of the software or involve significant customization or modification, we recognize revenues using the percentage-of-completion method, as described in Statement of Position (SOP) 81-1 "Accounting for Performance of Construction-Type and Certain Production-Type Contracts." We...

  • Page 27
    ... a material impact on the Company's financial position or results of operations. On December 16, 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock Based Compensation. Statement 123(R) supersedes APB...

  • Page 28
    ... year ended January 31, 2005, we activated 1.7 million new subscriptions to the TiVo service bringing the total installed subscription base to above 3.0 million as of January 31, 2005, nearly five times greater than the installed base as of January 31, 2003. Consumer demand for TiVo-enabled DVR and...

  • Page 29
    ...and sell, including manufacturing-related overhead and personnel, warranty, certain licensing, order fulfillment, and freight costs. We engage a contract manufacturer to build TiVo-enabled DVRs. We have engaged in the manufacturing and the sale of hardware as a means to grow our service revenues and...

  • Page 30
    ... expenses, media advertising, public relations activities, special promotions, trade shows, and the production of product related items, including collateral and videos. Sales and marketing expenses also include expenses that consist of cash and non-cash charges related primarily to agreements...

  • Page 31
    Table of Contents Index to Financial Statements General and administrative expenses consist primarily of employee salaries and related expenses for executive, administrative, accounting, information systems, customer operations personnel, facility costs, and professional fees. General and ...

  • Page 32
    ... in fiscal year 2004 compared to 2003. The primary change in net loss was continued reductions in sales and marketing expenses for revenue share and subsidy expense. Also contributing to the reduction in net loss was increased revenue from subscriptions. The decrease in net cash used in operations...

  • Page 33
    ... the event of default. The first amendment also allows us to enter into foreign exchange forward contracts in which we may commit to purchase from or sell to Silicon Valley Bank a set amount of foreign currency. The loan and security agreement includes, among other terms and conditions, limitations...

  • Page 34
    ... competition from a number of sources, which may impair our revenues, increase our subscription acquisition cost, and hinder our ability to generate new subscriptions. The DVR market is rapidly evolving and we expect to face significant competition. Moreover, the market for in-home entertainment is...

  • Page 35
    32

  • Page 36
    ...types of products with basic or enhanced DVR functionality offered by consumer electronics companies. These products record an analog television signal output from a cable or satellite set-top box, analog cable feed, or antenna. • Standalone DVRs and hard drive-equipped DVD recorders, TVs and Game...

  • Page 37
    ... for key components of our products currently under development. Tribune is the sole supplier of the program guide data for the TiVo service. Tribune Media Services, Inc. is the current sole supplier of program guide data for the TiVo service. Our current Television Listings Data Agreement with...

  • Page 38
    Table of Contents Index to Financial Statements components or required program guide data from our suppliers, our search for alternate suppliers could result in significant delays, added expense or disruption in product or service availability. We are dependent on our major retail partners for ...

  • Page 39
    ...right to continue to service existing DIRECTV receivers with TiVo service without payment to us, it would not have the right to add new DIRECTV customers with TiVo service. And while TiVo would no longer be able to generate additional revenue from the then-current DIRECTV customers with TiVo service...

  • Page 40
    ...of Contents Index to Financial Statements obligation to provide upgrades, fixes, new features, or software support. DIRECTV, however, also has the option under our current development agreement to buy a royalty-bearing software and technology license from us. This license would grant DIRECTV access...

  • Page 41
    ... game consoles. The TiVo service competes with home entertainment services such as cable and satellite television, movie rentals, pay-per-view, and video on demand. See "We face intense competition from a number of sources, which may impair our revenues, increase our subscription acquisition costs...

  • Page 42
    ...to Financial Statements We face risks in connection with our licensing and marketing agreement with Comcast for the development of a TiVo-branded DVR software solution and advertising management system for deployment to Comcast customers. We may never develop the purchased TiVo-branded DVR software...

  • Page 43
    ... to develop products with required features and performance levels or any delay in bringing a new product to market could significantly reduce our revenues and harm our competitive position. The lifetime subscriptions to the TiVo service that we currently offer commit us to providing services for...

  • Page 44
    ... to fast-forward through commercials, the ability to delete recordings only when instructed, and when the TiVoToGo service is released, the ability to transfer recordings from a TiVo-enabled DVR to a PC. Based on market or consumer pressures, we may decide in the future to add additional features...

  • Page 45
    ...legal action if we fail to comply or could require us to change our business. The delivery of television programming and the collection of viewing information from subscriptions via the TiVo service and a DVR represent a relatively new category in the television and home entertainment industries. As...

  • Page 46
    ...affect our financial statements going forward. The accounting rules and regulations that we must comply with are complex and continually changing. Recent actions and public comments from the Securities Exchange Commission have focused on the integrity of financial reporting generally. Similarly, the...

  • Page 47
    ...Index to Financial Statements the DVR. Currently, we gather anonymous information about our customers' viewing choices while using the TiVo service, unless a customer affirmatively consents to the collection of personally identifiable viewing information. This anonymous viewing information does not...

  • Page 48
    ...stock would likely fall. Factors that may affect our quarterly operating results include demand for TiVo-enabled DVRs and the TiVo service; the timing and introduction of new services and features on the TiVo service; seasonality and other consumer and advertising trends; changes in revenue sharing...

  • Page 49
    ... than during other times of the year. Although predicting consumer demand for our products is very difficult, we have experienced that sales of DVRs and new subscriptions to the TiVo service have been disproportionately high during the holiday shopping season when compared to other times of the year...

  • Page 50
    ... in customer support and retention expenditures; future subscription growth of both TiVo-Owned and DIRECTV subscriptions; our estimates of the useful life of TiVo-enabled DVRs in connection with the recognition of revenue received from product lifetime subscriptions; consumer rebate redemption rates...

  • Page 51
    Table of Contents Index to Financial Statements Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations," in ...MARKET RISK Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial...

  • Page 52
    ... Annual Report on Form 10-K. The unaudited quarterly results of our consolidated operations for our two most recent fiscal years are incorporated herein by reference under Item 6. "Selected Financial Data." Index to Consolidated Financial Statements Report of Independent Registered Accounting Firm...

  • Page 53
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the...

  • Page 54
    ... to Financial Statements TIVO INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) January 31, January 31, 2005 2004 ASSETS CURRENT ASSETS Cash and cash equivalents $ 87,245 $ 138,210 Short-term investments 19,100 5,025 Accounts receivable (includes $1,500 due from related parties...

  • Page 55
    51

  • Page 56
    ..., revenue share, and other payments to channel (includes $103 and $605 of contra-revenues-related parties for the fiscal years ended January 31, 2004 and 2003, respectively) Net revenues Costs of revenues Costs of service and technology revenues Cost of hardware revenues Total cost of revenues Gross...

  • Page 57
    ... Contents Index to Financial Statements TIVO INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (In thousands, except share amounts) Convertible Preferred Stock Note Additional Prepaid Receivable Paid-In Deferred Marketing Related Accumulated Amount Capital Compensation Expense Parties...

  • Page 58
    ... Contents Index to Financial Statements TIVO INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (In thousands, except share amounts) Convertible Preferred Stock Note Additional Prepaid Receivable Paid-In Deferred Marketing Related Accumulated Amount Capital Compensation Expense Parties...

  • Page 59
    ... to Financial Statements TIVO INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (In thousands, except share amounts) Convertible Preferred Stock Note Additional Prepaid Receivable Paid-In Deferred Marketing Related Accumulated Parties Deficit Amount Capital Compensation Expense Common...

  • Page 60
    ... stock warrants for marketing services - - Amortization of prepaid advertising (change includes $5,000 from related parties for the year ended January 31, - 1,003 2003) Non-cash interest expense 4,854 8,139 Amortization of prepaid marketing related to value of warrants - - Recognition of stock-based...

  • Page 61
    Table of Contents Index to Financial Statements Year Ended Year Ended Year Ended January 31, January 31, January 31, 2005 2004 2003 Proceeds from issuance of common stock related to exercise of common stock options Series A redeemable convertible preferred stock dividend Net payments under capital ...

  • Page 62
    ... or DVRs. The Company has developed a subscription-based television service (the "TiVo service") that improves home entertainment by providing consumers with an easy way to record, watch, and control television. The TiVo service also offers the television industry a platform for advertisers, content...

  • Page 63
    ... No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed." The Company achieves technological feasibility upon development of a working model. The period between the development of a working model and the release of the final product to customers is short and...

  • Page 64
    ... the TiVo service. Research and development costs are expensed as incurred. Sales and Marketing Sales and marketing expenses consist primarily of employee salaries and related expenses, media advertising, public relations activities, special promotions, trade shows, and the production of product...

  • Page 65
    ... costs. Other expenses include fees for the bank line of credit and the letter of credit. Stock-Compensation The Company has stock option plans and an Employee Stock Purchase Plan, under which officers, employees, consultants and non-employee directors may be granted options to purchase shares...

  • Page 66
    ... the Company's financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. Available-for-sale marketable securities are reported at their fair value based on quoted market prices...

  • Page 67
    ... also has an agreement with Tribune Media Services, its sole supplier of programming guide data for the TiVo service. If these suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or deliver its products and services to its customers on time or at all...

  • Page 68
    ... on its overall financial position based on our current share based awards to employees. The impact of adoption of Statement 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future, the valuation model used to value the options and other...

  • Page 69
    Table of Contents Index to Financial Statements 5. CAPITALIZED SOFTWARE AND INTANGIBLE ASSETS, NET Capitalized software and intangible assets, net consists of the following: Fiscal Year Ended January 31, 2005 2004 (In thousands) Capitalized software Patent rights Intangible assets, gross Less:...

  • Page 70
    Table of Contents Index to Financial Statements The following table details the change in the accrued warranty balance: Fiscal Year Ended January 31, 2005 2004 (In thousands) Balance at February 1 Additional warranties issued Adjustments to warranty reserve estimates Settlements during the ...

  • Page 71
    66

  • Page 72
    ...The notes were convertible at any time, unless earlier redeemed pursuant to their terms, into TiVo common stock at the current conversion price of $3.99 per share. The total value of the beneficial conversion of $27.8 million as of January 31, 2003 was recorded as a discount on the convertible notes...

  • Page 73
    ... of $4.0 million was determined using the Black-Scholes option-pricing model. The principal assumptions for the one-year warrants were: 1-year term; fair market value of the underlying common stock at the date of issuance of $5.61 per share; a risk-free rate of return of 3.23%; dividend yield...

  • Page 74
    Table of Contents Index to Financial Statements combined common stock and warrant value. The warrants were valued using the Black-Scholes model with a fair market value of the Company's common stock at the date of issuance of $3.50, a strike price of $5.00, a risk free rate of return of 2.25%, a ...

  • Page 75
    ...to Financial Statements On January 24, 2005, the Company issued 1,127,819 shares of common stock to a noteholder upon conversion of $4,500,000 aggregate principal amount of its convertible notes at the then current conversion price of $3.99 per share. Prior to January 24, 2005, on December 21, 2004...

  • Page 76
    ... Black-Scholes option pricing model and subtracting the value of the warrants from the total value. The warrants were valued using the Black-Scholes model with a fair market value of the Company's common stock at the date of issuance of $3.50, a strike price of $5.00, a risk free rate of return of...

  • Page 77
    ... fair market value of the stock at the date of the grant. Initial options granted to new directors vest monthly over two years from the date of grant. Annual options granted to existing directors vest upon grant. The option term is ten years after the grant date, based on continued director service...

  • Page 78
    ... ended January 31, 2005, 2004, and 2003 were $2.92, $3.15, and $1.72, respectively. On September 20, 2004 a stock option grant of 150,000 shares was made to a new employee with an option price less than the fair market value of the Company's common stock for the date of grant. These stock options...

  • Page 79
    ... market value of the Company's common stock on the grant date, during the fiscal years ended January 31, 2005 and 2004 were $2.98 and $3.40 per share, respectively. The fair values of options granted were determined using the Black-Scholes option-pricing model. There were no stock options granted...

  • Page 80
    Table of Contents Index to Financial Statements The following table contains information concerning outstanding stock options for all of the Company's plans as of January 31, 2005: Weighted Average Exercise Prices of Options Outstanding and Exercisable Number of Options Outstanding Range of ...

  • Page 81
    ... the Product Integration and Marketing Agreement, dated June 9, 2000. Under the terms of the new agreement, AOL agreed to pay TiVo a technology development fee to develop an application that works in conjunction with the AOL service and the Company's Series2 digital video recording technology...

  • Page 82
    ... monthly fee that DIRECTV pays to TiVo. The per-household monthly fee also applies to the Provo receivers. Therefore, under this new agreement, the relationship with the consumer was changed so that DIRECTV provides primary customer service and support to DIRECTV subscribers with TiVo service...

  • Page 83
    ... would allow DIRECTV to distribute automatic recording capabilities and delivery of promotional video to a receiver's hard-disk drive. In exchange for the Company's license to use the software tools that allow DIRECTV to distribute these services directly, DIRECTV has agreed to pay TiVo a fee. The...

  • Page 84
    ... of marketing and sales support to promote TiVo and the TiVo service, collaborate on certain product development efforts and make a portion of the bandwidth capacity of DIRECTV's satellite network available to TiVo. In April 1999, the Company issued 1,128,867 shares of common stock in exchange for...

  • Page 85
    ... costs and selling prices. The subsidy amount paid to Sony is due when the digital video recorder is shipped. The Company records the subsidy as sales and marketing-related parties expense upon shipment. In addition to these amounts, the Company has agreed to pay Sony a calculated amount per month...

  • Page 86
    ...and/or selling digital video recording devices, digital video recording device software, and/or personal television services in the United States. On March 9, 2005, the Court denied motions to dismiss and transfer the Company's patent infringement case against EchoStar Communications Corporation and...

  • Page 87
    .... The Company's corporate headquarters consists of two buildings located in Alviso, California, which are used for administrative, sales and marketing, customer service, and product research and development activities. Operating lease cash payments for the fiscal years ended January 31, 2005, 2004...

  • Page 88
    ... the event of default. The first amendment also allows the Company to enter into foreign exchange forward contracts in which it may commit to purchase from or sell to Silicon Valley Bank a set amount of foreign currency. The loan and security agreement includes, among other terms and conditions...

  • Page 89
    ... right to sell certain types of advertising on other Comcast DVR set-top boxes enabled with the advertising management system, subject to Comcast's option to terminate such right in exchange for certain advertising-related payments. Development and deployment of the TiVo service software solution...

  • Page 90
    ... respective revenues generated from such sales. The agreement also provides for DIRECTV to receive certain audience measurement reports from TiVo related to use of DIRECTV DVR receivers with the TiVo service, and for TiVo to sell additional custom research services to DIRECTV and DIRECTV advertising...

  • Page 91
    ... the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable...

  • Page 92
    ...Index to Financial Statements We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of TiVo Inc. and subsidiaries as of January 31, 2005 and 2004, and the related consolidated statements of operations...

  • Page 93
    ... Report on Form 10-K. This information is instead incorporated by reference to our definitive proxy statement (the "Proxy Statement"), which will be filed with the Securities and Exchange Commission in connection with our 2005 Annual Meeting of Stockholders. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS...

  • Page 94
    ...'s Registration Statement on Form S-1 (SEC File No. 333-83515)). Rights Agreement, dated as of January 16, 2001, between TiVo Inc. and Wells Fargo Shareowner Services, as Rights Agent (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K/A filed on January...

  • Page 95
    ... 10-Q filed on June 9, 2004). Form of Vice President Change of Control Terms and Conditions Agreement (incorporated by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed on June 9, 2004). Hard Disk Drive Supply Agreement between Quantum Corporation and TiVo Inc., dated...

  • Page 96
    ...'s Annual Report on Form 10-K filed on April 15, 2004). Sixth Amendment to Development Agreement, dated as of April 30, 2004, between DIRECTV, Inc. and TiVo Inc. (incorporated by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed on June 9, 2004). Services Agreement...

  • Page 97
    ... Media Option, "Life's too short for bad TV," "Overtime Scheduler," "Personal TV," "Primetime Anytime," "Season Pass," "See it, want it, get it," TiVo Series2 (logo and text), "TiVo, TV Your Way," and "WishList" are trademarks of TiVo Inc. All other trademarks or trade names appearing in this report...

  • Page 98
    Table of Contents Index to Financial Statements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TIVO INC. Date: April 15, 2005 ...

  • Page 99
    ... Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated: Signature Title Date /s/ MICHAEL RAMSAY Michael Ramsay Chief Executive Officer and Chairman of the Board of Directors (Principal...

  • Page 100
    ..." shall mean software tags inserted into line 21 of the vertical blanking interval ("VBI"), or any digital equivalent (including, without limitation, EIA-708-B data) of broadcast or cable television video signals using the Authoring Tools to cause TiVo Receivers to display user interface elements...

  • Page 101
    ... Lead Generation and Submission Functionality. 1.6 "Showcases" shall mean any user interface elements created using the Authoring Tools that may be selected, accessed or viewed by the end user of a TiVo Receiver and that are used for promotional or advertising purposes, including, without limitation...

  • Page 102
    ...revenue share with DIRECTV. (c) TiVo's Hard Disk Allocation. DIRECTV shall allocate for TiVo's TiVoVision Use in each DIRECTV DVR Receiver [*] (i) [*] of persistent video recording capacity in such DIRECTV DVR Receiver (assuming use of the best recording quality setting for such DIRECTV DVR Receiver...

  • Page 103
    ... shall work together in good faith to manage throughout the Term, a process whereby both parties are able to track the status of network hard disk capacity in fielded DIRECTV DVR Receivers in order to assist the reliable delivery and capture of content. Such process shall be used in connection with...

  • Page 104
    ... of any current TiVo Service subscribers to DIRECTV pursuant to the Development Agreement, DIRECTV shall own and control all customer data received, derived or otherwise collected from the DIRECTV DVR Receivers (the "User Data"). DIRECTV grants TiVo the right to use such User Data in accordance...

  • Page 105
    ...TiVo, the User Data, provided, however that TiVo may not segregate out solely DIRECTV customers, uses, viewing patterns, programming or other data regarding services available exclusively to DIRECTV subscribers, e.g., NFL Sunday Ticket, or the DIRECTV DVR Receivers (as compared to all TiVo Receivers...

  • Page 106
    ...of User Data to Third Parties). By way of example, if in a given year DIRECTV received revenues of [*] resulting from the sale of User Data ([*] of which would be payable to TiVo in accordance [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange...

  • Page 107
    ... to the user interface in the application of the TiVoVision functionality on the DIRECTV DVR Receivers for DIRECTV TiVoVision Use, and TiVo agrees to implement and manage such user interface modifications at TiVo's then-current rates for such services; provided that, prior to DIRECTV exercising its...

  • Page 108
    ... total video clip length of all Showcases to be distributed to the hard disk of DIRECTV DVR Receivers during the [*]; and (v) description of each new TiVo-authored Showcase sufficient to allow DIRECTV to develop customer service agent scripting to support in-bound inquiries from DIRECTV DVR Receiver...

  • Page 109
    ... terms and conditions pursuant to which TiVo would provide such Custom Research. TiVo shall pay DIRECTV [*] of any revenue actually received by TiVo resulting from TiVo's sale of any Custom Research to any such third party and retain the [*] of such revenue. TiVo shall not sell any Custom Research...

  • Page 110
    ... OF DEALING OR USAGE OF TRADE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange...

  • Page 111
    ... "Receiving Party") certain proprietary or non-public information including, without limitation, trade secrets, know-how, formulas, flow charts, diagnostic routines, business information, forecasts, financial plans and data, customer information, marketing plans, and unannounced product information...

  • Page 112
    ..., officers, agents, attorneys, stockholders and directors, and their respective successors and assigns (the "DIRECTV Indemnified Party(ies)") based on (1) allegations that the Content and/or Authoring Tools (in the form initially provided to DIRECTV) infringes any patent, copyright, moral rights or...

  • Page 113
    ... respect to any infringement by the Authoring Tools of any patents, copyrights, trademarks, trade secrets or other proprietary rights of any third party whether direct or contributory. 10.2 DIRECTV Indemnity. (a) Indemnity. DIRECTV, at its own expense, shall (i) defend, or at its option, settle, any...

  • Page 114
    ... to pay the fees and expenses of such counsel of its own selection. (b) Exceptions. DIRECTV shall have no liability for any such Claims based on (i) a combination of the Authoring Tools with the DIRECTV DVR Receiver; or (ii) the TiVo Authoring Tools. 11. Limitation of Liability. EXCEPT IN THE EVENT...

  • Page 115
    ...sales, use, excise, import or export, valueadded or similar tax or duty, government permit or license fees, customs and similar fees, penalties and interest and any costs associated with the collection or withholding of any of the foregoing (except for taxes based on the receiving party's net income...

  • Page 116
    ... by TiVo, this Agreement shall be automatically amended to (i) terminate TiVo's rights to distribute TiVoVision and I-Preview Tags to DIRECTV DVR Receivers, and terminate TiVo's rights to associated broadcast time for delivery of content, and (ii) require DIRECTV to pay a license fee of [*] for use...

  • Page 117
    ... business day following delivery thereof to an air courier for overnight delivery, and (iii) on the fifth business day after deposit into either the United States mail service (as applicable), postage prepaid, return receipt requested. To: TiVo Inc. Chief Executive Officer 2160 Gold Street Alviso...

  • Page 118
    ... any exhibits and schedules attached hereto, in conjunction with the Development Agreement and, upon exercise of DIRECTV's option, the Technology License Agreement, constitute the entire agreement between DIRECTV and TiVo with respect to the subject matter specifically set forth herein. Remainder...

  • Page 119
    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their respective duly authorized officers. TIVO Inc. By: Name: Title: /s/ Michael Ramsay Michael Ramsay Chief Executive Officer DIRECTV, INC. By: /s/ Eric Shanks Name: Eric Shanks Title: Senior Vice President, Advanced ...

  • Page 120
    ...hired following the Executive Date (collectively, the "Effective Period"). 2. Eligible Employees. Only those individuals identified by the Board of Directors of the Company (the "Board") as eligible to participate in the Plan (the "Eligible Employees") shall be eligible to receive Severance Benefits...

  • Page 121
    ... zero in the event the Eligible Employee's new employment base salary equals or exceeds the amount of his or her annual base salary payable by the Company as in effect immediately prior to such termination. (b) Acceleration of Equity Awards. On the date such termination by the Company other than for...

  • Page 122
    ... in the Change of Control Severance Agreement entered into by such Eligible Employee with the Company. 6. Release. The payment of all Severance Benefits described herein shall be conditioned upon each Eligible Employee's individual execution of and failure to revoke a release (the "Release") on the...

  • Page 123
    inure to the benefit of, and shall be binding upon, the Company and the Eligible Employees and their respective successors and permitted assigns. 10. Severability. In the event that any one or more of the provisions contained in this Plan shall, for any reason, be held to be invalid, illegal or ...

  • Page 124
    ... the Executive was a senior officer of the Company, and a participant in the Executive Severance Plan adopted by the Company effective (the "Severance Plan"); WHEREAS, the Parties agree that events have occurred that trigger the terms of the Severance Plan; WHEREAS, the Company and the Executive now...

  • Page 125
    ... such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever the Executive's employment by the Company or the...

  • Page 126
    .... (vi) The Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Severance Plan will be null and void in their entirety, and he will not receive any Severance...

  • Page 127
    .... The Executive agrees that neither he nor anyone acting by, through, under or in concert with him shall at any time in the future disparage or otherwise communicate negative statements or opinions about the Company, its Board members, officers, employees, services, products or business. The Parties...

  • Page 128
    ... by Severance Plan beyond those withheld by the Company, the Executive agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims, liabilities, fines or penalties, and associated reasonable attorneys' fees and costs, resulting...

  • Page 129
    ... Executive's employment and the terms of separation thereof, and supersede and replace any prior agreements as to those matters. This Release may not be changed or modified, in whole or in part, except by an instrument in writing signed by the Executive and the Chief Executive Officer of the Company...

  • Page 130
    ... Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties. IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing on the dates shown below. EXECUTIVE [insert name] TiVo...

  • Page 131
    ... extended to any other customers of Vendor. Vendor's prices do not include sales, use, excise, or similar taxes." 1.2 Section 2.a of the Vendor Program Agreement attached to the Vendor Agreement is deleted in its entirety and replaced by the following: "2. a. Subject to Vendor's right to change...

  • Page 132
    ..., satellite operators and other [*] entities and their customers." 2. CHANGES TO DVR PRODUCTS. 2.1 Additions. TiVo agrees that, as of the Fifth Amendment Effective Date, [*] are subject to the Section 1.3 of the Vendor Program Agreement attached to the Vendor Agreement. 2.2 Removals. Best Buy agrees...

  • Page 133
    ...OF AMENDMENT. Except as expressly modified herein, all other terms and conditions of the Vendor Agreement remain in full force and effect. IN WITNESS WHEREOF, Best Buy Purchasing LLC's and TiVo Inc.'s respective duly authorized officers have executed this Fifth Amendment. This Fifth Amendment may be...

  • Page 134
    ...twelve (12) months following the Resignation Date, the Company shall pay the Executive his current base salary, less applicable taxes and other authorized withholding, in accordance with the Company's normal payroll practices. (b) On the Resignation Date, the Executive shall receive payments of $165...

  • Page 135
    ...'s current annual executive bonus target, plus $40,000 (forty thousand dollars) of the Executive's second year milestone bonus, less applicable taxes and other authorized withholding. (c) On December 31, 2004 and the Resignation Date, the Executive shall receive payment of the final two installments...

  • Page 136
    ...Resignation Date, the Board of Directors of the Company must approve the executed deal between the Company and Comcast Corporation. The remainder of the stock options granted to the Executive by the Company and outstanding as of the Resignation Date shall terminate in their entirety and no longer be...

  • Page 137
    ...; (iii) Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA; and (iv) Claims for indemnity under the bylaws of TiVo, Inc., the Indemnity Agreement executed as of May 12, 2003, or as provided for by...

  • Page 138
    ...about the Company, its Board members, officers, employees, services, products or business. The Company agrees that neither its Board members nor its officers shall at any time in the future disparage or otherwise communicate negative statements or opinions about the Executive. The parties agree that...

  • Page 139
    ..., letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, marketing strategies, products, processes or business of any kind and/or which contain proprietary information or trade secrets which are...

  • Page 140
    ..., demands or other communications regarding this Agreement shall be in writing and shall be sufficiently given if either personally delivered or sent by facsimile or overnight courier, addressed as follows: (a) If to the Company: TiVo, Inc Phone: _____ Fax: _____ Attn: Chief Executive Officer...

  • Page 141
    ... and the terms of separation thereof, and supersede and replace any prior agreements as to those matters. This Agreement may not be changed or modified, in whole or in part, except by an instrument in writing signed by the Executive and the Chief Executive Officer of the Company. 19. Execution in...

  • Page 142
    ... the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. LICENSING AND MARKETING AGREEMENT dated as of March 15, 2005 among COMCAST STB SOFTWARE DVR, LLC COMCAST CORPORATION and TIVO INC.

  • Page 143
    ... 3. FEES SECTION 4. PROMOTION COMMITMENT SECTION 5. COVENANTS NOT TO ASSERT SECTION 6. INITIAL DEVELOPMENT SECTION 7. ONGOING DEVELOPMENT SECTION 8. CUSTOMER SUPPORT; COMCAST MAINTENANCE AND SUPPORT SECTION 9. ADVERTISING SECTION 10. AUDIENCE RESEARCH SERVICES SECTION 11. REPORTS; AUDIT RIGHTS...

  • Page 144
    ...FUNCTIONALITY EXHIBIT C - TIMS FEATURES AND FUNCTIONALITY EXHIBIT D - CUSTOMER SUPPORT EXHIBIT E - [*] EXHIBIT F - [*] EXHIBIT G - PRESS RELEASE EXHIBIT H - THIRD PARTY IP EXHIBIT I - [*] BRANDING FOR TIVO-ENABLED STBS EXHIBIT J - TIVO TRADEMARK USAGE GUIDELINES AND POLICIES EXHIBIT K - TIVO PATENTS...

  • Page 145
    ...product featuring DVR Technology, Home Networking Technology and Media Center Technology that is integrated with certain of Comcast's current and future DVR platforms and provides Comcast Subscribers with current and future TiVo products and services as an optional alternative to Comcast's other DVR...

  • Page 146
    ...rights are subject to the following restrictions and terms: (a) the TiVo Experience Software shall be distributed to Comcast Subscribers in executable form only, unless such code is subject to open source license terms requiring disclosure of source code, and subject to end user terms and conditions...

  • Page 147
    ... TIMS IP software code incorporated in Comcast Products or deployed in Comcast Systems shall be distributed to Comcast Subscribers in executable form only, unless such code is subject to open source license terms requiring disclosure of source code, and subject to end user terms and conditions no...

  • Page 148
    ... similar software, documentation or other materials) will be delivered only under a Statement of Work to be negotiated by the Parties, and the only [*] for any related development work as provided in the Statement of Work. 1.3 TiVo Marks. Subject to the terms and conditions of this Agreement, TiVo...

  • Page 149
    ...Licensee under this Agreement. 2.2 Newly Developed IP. All new Intellectual Property Rights that are created by TiVo or a TiVo Affiliate (whether solely or jointly with Comcast or a Comcast Affiliate) pursuant to a Statement of Work under this Agreement shall vest in and at all times remain the sole...

  • Page 150
    ... 4.5 hereof, Licensee shall pay to TiVo a monthly fee for each Comcast TiVo Subscriber, calculated in accordance with the following 3.3 Other Fees and Payments. (a) Licensee shall pay to TiVo (i) any applicable [*] under Section 4.2, (ii) the TIMS Solution Development Fee as further described in...

  • Page 151
    ... Programs. Upon [*] of the TiVo Experience Software [*], Comcast will execute the following marketing programs in support of the TiVo Experience Software: (a) [*]; (b) [*]; and (c) [*]. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange...

  • Page 152
    ... sole expense, conduct additional marketing to support the TiVo Experience Software [*]. Except as otherwise approved by Comcast in its sole discretion, TiVo's use of any Comcast trademarks shall be limited to the display of Comcast's then-current, primary logo used to brand Comcast's cable service...

  • Page 153
    ... infringement), TiVo will have the right to assert its patents in any of the foregoing fields against such party. 5.2 Comcast Covenant. During the Term [*], neither Comcast nor any of its Affiliates will assert against TiVo, TiVo Affiliates, TiVo Vendors (in relation to TiVo Products) or TiVo Users...

  • Page 154
    ... event the TIMS Solution [*] at the time the Initial TIMS Statement of Work is finalized, subject to obtaining the right to use any Third Party IP necessary to incorporate such features or functionality in the TIMS Solution. (a) Following the Effective Date, Comcast and TiVo shall use commercially...

  • Page 155
    ...Effective Date and any Third Party IP mutually agreed to by the Parties in the Initial TIMS Statement of Work; (ii) the development of the TIMS Solution in a manner such that it can operate on the Qualifying STBs without the use of, or dependency on, any other TiVo IP that is not licensed to Comcast...

  • Page 156
    ... deliverable. If Comcast reports any failure with respect to a deliverable, TiVo shall use commercially reasonable efforts to correct such failure within the number of days specified in the applicable Statement of Work for the applicable deliverable after the date of receipt of Comcast's notice of...

  • Page 157
    ...Qualifying STBs for Comcast pursuant to specifications to be documented in an initial Statement of Work for the TiVo Experience Software (the "Initial TE Software Statement of Work"). TiVo shall use its best efforts to include, without limitation, TiVo's most current DVR [*] Certain information on...

  • Page 158
    ... any event the TiVo Experience Software [*] at the time the Initial TE Software Statement of Work is finalized, subject to obtaining the right to use any Third Party IP necessary to incorporate such features or functionality in the TiVo Experience Software. (a) Following the Effective Date, Comcast...

  • Page 159
    ..., any other TiVo IP that is not licensed by Comcast pursuant to this Agreement; (iii) integration of the TiVo Experience Software with the appropriate Comcast Headend system providing for billing and conditional access; (iv) acceptance criteria (including features, functionality and interoperability...

  • Page 160
    ... in the relevant Statement of Work for the applicable deliverable. Within such Acceptance Period, Comcast shall use commercially reasonable efforts to perform such acceptance tests and communicate the results to TiVo. By the end of such Acceptance Period, Comcast shall notify TiVo in writing that...

  • Page 161
    ... the business/project managers begin discussions, then either Party may elect to submit the matter to the dispute escalation procedures set forth in Section 33 below. (e) In consideration for the development of the TiVo Experience Software, Comcast shall pay TiVo such amounts at such times as shall...

  • Page 162
    ... of new features and functionality and porting to and integration with additional software or hardware platforms. 7.2 Additional Statements of Work. The Parties will enter into additional Statements of Work to provide for the terms of any additional development work requested by Comcast. The cost of...

  • Page 163
    ...Software and TIMS Solution and all Updates and Releases to its DVR Technology, Home Networking Technology, Media Center Technology and Interactive Advertising Technology to ensure that it is technically feasible for TiVo to perform such development obligations in a cost-effective manner [*]; (b) use...

  • Page 164
    ... Solution ("Comcast TIMS Acceptance"), Comcast will [*] make available the TIMS Solution in Qualifying Systems that serve [*] of the total number of Comcast Subscribers in all Qualifying Systems. [*] 9.2 Sale of Advertising. Comcast will have the [*] right to sell [*] advertising on Qualifying STBs...

  • Page 165
    ... 9.5(c), Comcast shall no longer be obligated to pay the [*] Monthly Advertising Fee, subject to the following: (a) Comcast will continue to [*]. (b) Neither Party shall [*] obligations. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange...

  • Page 166
    ... TiVo Showcase Advertising using such Alternate Advertising Product. If TiVo exercises such right, the terms under which TiVo will be allowed to sell TiVo Showcase Advertising will be the same as if such advertising were enabled by the TIMS Solution. TiVo will be responsible for all development work...

  • Page 167
    ... and other applicable terms of service as in effect from time to time, if Comcast is able to extract similar data with respect to usage of Showcase Advertising sold by Comcast or advertising pursuant to an Alternate Advertising Product [*], then Comcast shall [*] Comcast Subscriber Data relating to...

  • Page 168
    ... research services [*]. SECTION 11. REPORTS; AUDIT RIGHTS. 11.1 Reports. (a) During the Term, TiVo shall send to Comcast, [*], a statement in a form prepared by TiVo which sets forth the information reasonably necessary for the computation of any applicable fees for (i) distribution of TiVo Products...

  • Page 169
    ...Current Report on Form 8-K/A filed on January 19, 2001 (including any amended version thereof or similar or successor agreement, the "Rights Plan"), in connection with, in anticipation of or as a result of any Change of Control Event or otherwise exempts any Person from the application of its Rights...

  • Page 170
    ... do not include information with respect to financial terms, product development plans and roadmaps, product specifications and features, future technology directions, or potential relationships between Comcast or Comcast Affiliates and other third parties. TiVo shall provide Comcast with a copy of...

  • Page 171
    ...any term that (i) requires Comcast to breach any contract or violate any law, government rule or regulation or the rights of any Person; (ii) requires Comcast to distribute video content over a type of network that it does not operate as of the effective date of the Alternate License Agreement; (iii...

  • Page 172
    .... The execution, delivery and performance of this Agreement has been duly authorized by all corporate actions necessary on the part of Licensee and Comcast Parent. There are no [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission...

  • Page 173
    ...of Comcast's license rights under this Agreement. The individual executing this Agreement on behalf of TiVo has the authority to do so. (c) To the best of TiVo's knowledge, as of the Effective Date, no TiVo Experience IP, TIMS IP or TiVo Mark violates or infringes the Intellectual Property Rights of...

  • Page 174
    ...Effective Date, the Third Party IP listed on Exhibit H hereto is the only Third Party IP to which Comcast will need to obtain licenses or other rights in connection with the anticipated features, functionality and usage of the TiVo Experience Software and the TIMS Solution. [*] Certain information...

  • Page 175
    ..., trademarks, or trade secrets, that are not issued, pending or in effect as of the relevant delivery date for each of the TiVo Experience Software, TIMS Solution and, solely as to any new features or components therein, each Update and Release thereto, in countries where the Comcast Products are...

  • Page 176
    ... of infringement is likely, or if the use of the TiVo Experience Software, TIMS Solution or TiVo Marks is enjoined, TiVo may, at its sole option and expense, (i) procure for Comcast the right to continue using the TiVo Experience Software, TIMS Solution or TiVo Marks, as applicable, at TiVo's sole...

  • Page 177
    ... TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT (OTHER THAN FOR PAYMENT OF FEES, ROYALTIES AND ANY OTHER AMOUNTS OWED UNDER THIS AGREEMENT), WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED (I) WITH RESPECT...

  • Page 178
    ... Comcast for Comcast's limited use in connection with supporting and maintaining the TiVo Experience Software (including engagement of a third party to perform such support and maintenance). [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange...

  • Page 179
    ... rejection Comcast shall have the right, at Comcast's option, either to terminate this Agreement or elect to retain its rights to the TiVo Experience IP, TIMS IP and TiVo Marks. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission...

  • Page 180
    ... of his or her service as a manager is not, (i) an employee, director, stockholder, partner or officer of TiVo or any of TiVo's other Affiliates, (ii) a customer or [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential...

  • Page 181
    ...Section 21.1(a) of this Agreement, either (i) [*] or (ii) [*]. (d) In the event that TiVo fails to effect the transfer required by Section 21.1(a) [*], Comcast's sole and exclusive remedy for the [*]. 21.5 Costs and Expenses. All costs and expenses associated with the transfers of TiVo Marks and the...

  • Page 182
    ...TiVo Subscribers at any time prior to the 9th anniversary of the Trigger Date. 22.3 Upon any Change of Control Event that does not involve a Comcast Competitor, or any bankruptcy, dissolution, liquidation or similar event by TiVo [*]. SECTION 23. TERMINATION RIGHTS. 23.1 Comcast shall have the right...

  • Page 183
    ...a Comcast TiVo Subscriber as of the expiration date will be licensed indefinitely until the applicable Comcast TiVo Subscriber affirmatively cancels the TiVo Experience Software service [*] subject to the following: (i) [*] (ii) [*]. (b) [*] (c) Comcast will not be entitled to offer or sell the TiVo...

  • Page 184
    ... Experience Software service [*] on the same terms as described in subclauses (i) and (ii) under Section 24.1(a) above, provided that, if Comcast elects not to continue to offer and sell the TiVo Experience Software to additional Comcast Subscribers following such termination pursuant to its rights...

  • Page 185
    ... offering and selling the TiVo Experience Software to additional Comcast Subscribers. (b) Each TiVo-enabled STB in the possession of a Comcast TiVo Subscriber [*] will be licensed indefinitely until the applicable Comcast TiVo Subscriber affirmatively cancels the TiVo Experience Software service...

  • Page 186
    ... from time to time and all applicable laws and regulations relating to privacy. For the avoidance of doubt, the foregoing shall not apply to subscriber information collected by TiVo or any of its Affiliates from customers that subscribe to TiVo Standalone Products. 27.2 Comcast Subscriber Data. TiVo...

  • Page 187
    ...below. 28.3 Notice to Comcast Parent shall be provided as follows: c/o Comcast Cable Communications, LLC [*] With a copy to: c/o Comcast Cable Communications, LLC [*] 28.4 Notice shall be deemed to be effectively given and received on the date of receipt by the receiving Party or, if earlier: (i) if...

  • Page 188
    ... Section 5.1) of this Agreement in respect of such TiVo Experience IP or TIMS IP; and (y) any assignment or transfer by Comcast of any of Comcast's interest in the Comcast Patents shall not be permitted unless the assignee or transferee agrees to assume Comcast's rights and obligations under Section...

  • Page 189
    ... financial reporting purposes in each Party's financial statements and except in court proceedings to enforce this arbitration provision or any award hereunder or to obtain interim relief. [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange...

  • Page 190
    ... to provide notices of more favored terms or similar provisions in other distribution agreements so long as TiVo makes such offers in an [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested...

  • Page 191
    ...other Party by overnight delivery service (with next day delivery specified). SECTION 39. TAXES; HOLD HARMLESS. Each of the Parties shall be liable for, and shall pay and forever hold the other Party hereto harmless from, any and all sales, use, excise, income, franchise, corporate and similar taxes...

  • Page 192
    ...their duly authorized representatives. COMCAST CORPORATION By: /s/ Arthur R. Block Name: Arthur R. Block Title: Senior Vice President Date: March 15, 2005 TIVO INC. By: Name: Title: Date: /s/ Michael Ramsay Michael Ramsay CEO March 15, 2005 Execution Page COMCAST STB SOFTWARE DVR, LLC By: /s/ Arthur...

  • Page 193
    ...power to direct or cause the direction of the management and policies of a Person or the election of a majority of the board of directors or comparable governing body of a Person, whether through the ownership of voting securities, by contract or otherwise. [*] "Agreement" shall have the meaning set...

  • Page 194
    [*] [*] "Cable System" shall mean a cable television or other distribution system that receives directly or indirectly programming and/or data services and distributes such services to subscribers in a particular geographic market served by a single Headend. "Change of Control Event" shall mean (i) ...

  • Page 195
    ...services or user interfaces related to multi-channel video programming (including, without limitation, electronic program guides, interactive program guides, middleware, polling, e-commerce, and digital video recording). "Confidential Information" shall mean all non-public or proprietary information...

  • Page 196
    .... "DVR Technology" shall mean hardware, software, standards or other technology that enables consumers to record television programs to a hard disk drive or other random access digital storage medium and control a television display, including, without limitation, pausing, fast forwarding and...

  • Page 197
    ... of broadcast video to video advertising stored on a hard disk drive or other random access digital storage medium or server, customizable television user interfaces that enable navigation of promotional content, collection of advertising viewing data and targeting of video advertising based on any...

  • Page 198
    ...and Support Agreement" shall have the meaning set forth in Section 8.2. "Media Center Product" shall mean products designed to exploit Media Center Technology. "Media Center Technology" shall mean hardware, software, standards or other technology that enables the sharing of media files (video, music...

  • Page 199
    ...provides significant new features or functionality that can be used in conjunction with the software or a component thereof which TiVo [*] delivers to Comcast for commercial use. [*] "Rights Plan" shall have the meaning specified in Section 12.1. "Showcase Advertising" shall mean advertising enabled...

  • Page 200
    ... Affiliates) or group (as such term is defined and used in the U.S. federal securities laws) that includes a Specified Party, where [*]. "Statement of Work" shall mean a document, agreed to in writing by the Parties, that describes any software, product, service or other deliverable to be provided...

  • Page 201
    ... for TiVo during the Term of this Agreement, including all Updates and Releases thereto. "TIMS Solution" shall mean the fully operational software that incorporates any of the TIMS IP and is developed by TiVo pursuant to the Initial TIMS Statement of Work and any other applicable Statements of Work...

  • Page 202
    ... Term of this Agreement, including all Updates and Releases thereto. "TiVo Experience Software" shall mean the fully operational software solution that incorporates any of the TiVo Experience IP and is developed by TiVo pursuant to the Initial TE Statement of Work and any other applicable Statements...

  • Page 203
    ... Software or TIMS Solution made pursuant to an applicable Statement of Work and that do not meet the definition of Releases which TiVo [*] delivers to Comcast for commercial use. "VOD" shall mean a video-on-demand service that enables cable subscribers to select a video asset from a remote content...

  • Page 204
    ... 31, 2005 and 2004 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the three-year period ended January 31, 2005, and management's assessment of the effectiveness of internal control over financial reporting as of January...

  • Page 205
    ..., summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 15, 2005 /s/ MICHAEL RAMSAY Michael Ramsay Chief Executive Officer

  • Page 206
    ...'s board of directors (or persons performing the equivalent functions): a) b) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process...

  • Page 207
    ... Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the period ending January 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Ramsay, Chief Executive Officer of the Company, certify pursuant to 18...

  • Page 208
    ... Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the period ending January 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David H. Courtney, Chief Financial Officer of the Company, certify pursuant to 18...