TiVo 2004 Annual Report Download - page 109

acknowledges and agrees that TiVo may modify the form of such basic DIRECTV-Authored Showcase Report in TiVo's sole discretion, so long as the
information conveyed in the basic report is not materially reduced.
(c) Report Format Modification Requests. In the event DIRECTV wishes to receive a basic DIRECTV-Authored Showcase Report that differs
from that defined in Attachment 1 to the First Amendment to this Agreement, DIRECTV shall request TiVo for such report; provided, however, if such
modified report is created pursuant to the terms set forth herein, all subsequent DIRECTV-Authored Showcase Reports shall be in the modified form.
DIRECTV shall be allowed to make such requests no more than [*] per calendar [*]. TiVo shall assess the costs associated with providing a report
meeting with DIRECTV's request. In the event that TiVo determines such costs will [*], TiVo will create the modified DIRECTV-Authored Showcase
Report on a timely basis. In the event that TiVo determines such costs will [*], the parties will follow the processes set forth in Section 6.6(d) below.
(d) Custom Research. In the event DIRECTV or any third party wishes to receive from TiVo significantly more comprehensive DIRECTV-
Authored Showcase Reports and/or additional research solely related to User Data (collectively, "Custom Research"), DIRECTV shall contact, or may
direct such third party to contact, TiVo. TiVo shall negotiate in good faith with DIRECTV or, solely if requested by DIRECTV, such third party (as the
case may be) the 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 other than as set forth in the preceding sentence (i.e., only third parties which DIRECTV has requested or approved shall be
permitted to purchase Custom Research from TiVo. For purposes of clarification, Custom Research does not include or incorporate any customer data
received, derived or otherwise collected from the Stand Alone Receivers ("Stand Alone Data"), and TiVo, in its sole discretion, shall determine whether
to provide Stand Alone Data (or any report or other document which includes or incorporates Standalone Data) to DIRECTV or any third party.
(e) Scope of Reporting Obligations. TiVo's obligations under this Section 6.6 shall continue through the Term. This Section 6.6 comprises
TiVo's sole and entire reporting obligation with respect to User Data, other than as expressly set forth in Section 3.2 of this Agreement.
6.7 DIRECTV Lead Generation Files. DIRECTV shall notify TiVo no less than [*] prior to distributing any lead generation objects to DIRECTV
DVR Receivers and provide TiVo with the following information: (i) the dates that DIRECTV will distribute such lead generation objects; (ii) the frequency
with which (or the period for which) DIRECTV desires TiVo to collect and aggregate responses to lead generation objects (e.g., [*]) into a lead generation
file; and (iii) the person or persons DIRECTV designates to receive such lead generation file (such person, "DIRECTV's Lead Gen Recipient"). TiVo shall use
commercially reasonable efforts to deliver lead generation files in TiVo's standard format to DIRECTV's Lead Gen Recipient
[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.