TiVo 2003 Annual Report Download - page 94

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EXHIBIT 10.26
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
FIFTH AMENDMENT TO DEVELOPMENT AGREEMENT
This FIFTH AMENDMENT TO THE DEVELOPMENT AGREEMENT (this "Fifth Amendment") is made and entered into as of December 19, 2003 (the
"Fifth Amendment Effective Date") by and between DIRECTV, INC., a California corporation ("DIRECTV"), and TIVO INC., a Delaware corporation
("TiVo") (collectively, the "Parties").
RECITALS
WHEREAS, the Parties entered into that certain Development Agreement having an effective date of February 15, 2002 (the "Development
Agreement");
WHEREAS, the Parties have previously amended the Development Agreement via that certain First Consolidated Amendment dated October 31, 2002,
that certain Second Amendment dated December 20, 2002, that certain Third Amendment dated January 8, 2003, and that certain Fourth Amendment dated
April 17, 2003 (the "Fourth Amendment"); and
WHEREAS, the Parties wish to further amend certain provisions in the Development Agreement.
NOW, THEREFORE, the Parties agree as follows:
AGREEMENT
Unless stated otherwise, capitalized terms used herein shall have the meanings set forth in the Development Agreement.
1. TECHNOLOGY DEVELOPMENT PAYMENTS. Section 3.6 of the Development Agreement is hereby deleted and replaced in its entirety with the
following:
"3.6 Technology Development Payments. In consideration of TiVo's development of the Provo Receivers, the Version [*] Software, and the Version
[*] Software, DIRECTV shall pay to TiVo a technology development fee in the aggregate amount of [*] (the "Technology Development Fee"), of which [*]
shall be payable within [*] days of the date of this Agreement and the remainder shall be payable in accordance with Development Schedule attached hereto
as Exhibit A and such additional development schedules as mutually agreed upon by the parties, which together shall include the remaining milestone
payment amounts, the milestone payment dates and the milestone deliverables; provided, however, [*] of the Technology Development Fee shall be payable
[*], with such payment credited against upcoming TiVo milestone payments for Version [*] Software as such milestone deliverables and dates are met. If
DIRECTV elects to exercise its option for a Two-Chip Receiver set forth in Section 2.5 (Two-Chip Option), DIRECTV shall pay to TiVo an additional
technology development fee in the amount of [*] (the "Additional Development Fee"), of
[*] 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.