TiVo 2004 Annual Report Download - page 155

to submit the matter to the dispute escalation procedures set forth in Section 33. Should such procedures result in arbitration pursuant to Section
34, the arbitrator in such arbitration shall [*].
(b) The Initial TIMS Statement of Work shall, at a minimum, provide for:
(i) the software, hardware and development tools required to enable, operate and support the TIMS Solution, which shall not include any
Third Party IP, except for any Third Party IP set forth on Exhibit H as of the 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 pursuant to this Agreement;
(iii) integration of the TIMS Solution into a centralized content distribution system designated by Comcast;
(iv) acceptance criteria (including features, functionality and interoperability) for Comcast's acceptance of any deliverables relating to the
TIMS Solution;
(v) the [*] required to complete the TIMS Solution and the [*] for the TIMS Solution [*];
(vi) specified milestone dates on which particular aspects of the TIMS Solution shall be delivered to Comcast, which milestone dates shall
be (x) designed to provide for substantial development progress at reasonable intervals in the development process, including, without limitation,
delivery by TiVo of the fully completed TIMS Solution at a date that allows sufficient time for Comcast to complete its acceptance testing (given
a reasonable testing and field trial period taking into consideration the TIMS Acceptance Deadline) and accept the TIMS Solution by the second
anniversary of the Effective Date (such second anniversary, the "TIMS Acceptance Deadline") and (y) subject to review and adjustment by the
Parties from time to time if TiVo fails to achieve any milestone as a result of a Non-TiVo Delay or as reasonably necessary to accommodate any
project change requests (each, a "PCR") submitted by Comcast;
(vii) the respective payments to be made by Comcast to TiVo on each of the specified milestone dates described in clause (vi) above
(subject to satisfaction of the conditions applicable to such milestone), which payment amounts shall (x) reflect [*] of the TIMS Solution
Development Fee [*] of the Initial TIMS Statement of Work, (y) reflect a [*] TIMS Solution Development Fee [*] Comcast TIMS Acceptance,
and (z) subject to clauses (x) and (y), be designed to relate to the amount of work entailed in achieving the respective milestones;
[*] 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.
11.