TiVo 2004 Annual Report Download - page 154

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"Initial TIMS Statement of Work"). TiVo shall use its best efforts to include, without limitation, TiVo's most current Interactive Advertising Technology in
the initial version of the TIMS Solution, including such of those features described on Exhibit C as Comcast shall request consistent with this Section 6.1;
provided that in any 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 reasonable efforts to develop the Initial TIMS Statement of Work as
follows:
(i) Within [*] after the Effective Date, each of Comcast and TiVo shall appoint an individual to serve as project manager and principal
contact with respect to such Party's obligations under this Section 6.1 and shall notify the other Party of such appointment.
(ii) Within [*] after the Effective Date, Comcast shall deliver the high-level feature specifications for the initial version of the TIMS
Solution; provided that the TIMS Solution will be designed (x) to run on all existing versions and versions for which specifications exist of the
Qualifying STBs; and (y) such that it could be used on Qualifying STBs deployed by Comcast before and after the Comcast TIMS Acceptance.
(iii) Within [*] after the Effective Date, Comcast shall deliver the operational requirements for the initial version of the TIMS Solution
with respect to Comcast Systems.
(iv) Commencing as soon as commercially practicable following the Effective Date, TiVo shall conduct such technical diligence of the
Qualifying STBs as is reasonably necessary to enable TiVo to prepare a preliminary version of the Initial TIMS Statement of Work, and Comcast
shall use its commercially reasonable efforts to give TiVo access to such technical information, employees and facilities of Comcast and the
appropriate Comcast Vendors as is reasonably necessary to complete such diligence.
(v) As soon as commercially practicable following completion of its technical diligence of the Qualifying STBs, TiVo shall prepare, in a
commercially reasonable manner, a preliminary version of the Initial TIMS Statement of Work and deliver the same to Comcast.
(vi) Within [*] following delivery of such preliminary version of the Initial TIMS Statement of Work, Comcast shall deliver to TiVo
Comcast's comments to the Initial TIMS Statement of Work. Thereafter, the Parties shall negotiate in good faith to finalize such Initial TIMS
Statement of Work.
(vii) The Parties shall finalize the Initial TIMS Statement of Work within [*] after the Effective Date or by such later date as shall be
mutually agreed in writing by the Parties' respective project managers appointed pursuant to Section 6.1(a)(i). If the Initial TIMS Statement of
Work is not finalized by the Parties by such date, then either Party may elect
[*] 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.
10.