TiVo 2004 Annual Report Download - page 158

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Technology, Home Networking Technology and Media Center Technology in the initial version of the TiVo Experience Software, including such of those
features and functionality described on Exhibit B as Comcast shall request consistent with this Section 6.2; provided that in 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 and TiVo shall use commercially reasonable efforts to develop the Initial TE Software 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 6.2 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 TiVo
Experience Software; provided that the TiVo Experience Software will be designed (x) to run on all existing versions and versions for which
specifications exist of the Qualifying STBs; (y) such that it could be offered both as a Comcast Subscriber's initial DVR Product or as an option
selected by a Comcast Subscriber who already subscribes to one of Comcast's other DVR Products running on a Qualifying STB (which selection
could be made by the Comcast Subscriber from home using its Qualifying STB and delivered via software download directly from a Comcast
Headend to such Qualifying STBs); and (z) [*].
(iii) Within [*] after the Effective Date, Comcast shall deliver the operational requirements for the initial version of the TiVo Experience
Software 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 TE Software 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 TE Software Statement of Work and deliver the same to Comcast.
(vi) Within [*] following delivery of such preliminary version of the Initial TE Software Statement of Work, Comcast shall deliver to TiVo
its comments to the Initial TE Software Statement of Work. Thereafter, the Parties shall negotiate in good faith to finalize such Initial TE
Software Statement of Work.
[*] 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.
14.