TiVo 2003 Annual Report Download - page 95

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which [*] shall be payable within [*] days of the date of DIRECTV's written two-chip option exercise notice and the remainder shall be payable in accordance
with the milestone payments specified in a Two-Chip Receiver development schedule to be mutually agreed to by the parties. In addition, if DIRECTV elects
to exercise its option for [*] of the Version [*] Software as set forth in Section 3.2 of the Fifth Amendment, the Technology Development Fee shall be
increased by an additional amount of [*], payable in accordance with the milestone payments with respect thereto specified in the Version [*] Software
development schedule mutually agreed to by the parties. DIRECTV agrees that the Technology Development Fee, Additional Development Fee (if applicable)
and [*] Development Fee (if applicable) shall be paid without offset or deduction against any amounts owing by TiVo pursuant to this Agreement."
2. PHOENIX DOCUMENTS. Attachment 1, Attachment 2 and Attachment 3 to the Fourth Amendment are hereby deleted and replaced in their entirety by
Attachment 1, Attachment 2 and Attachment 3 to this Fifth Amendment. Any and all references to Attachment 1, Attachment 2 and Attachment 3 to the
Fourth Amendment that may appear in the Development Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, and any attachments to any of the foregoing are understood to mean, respectively, Attachment 1, Attachment 2 and Attachment 3 to this Fifth
Amendment. Attachment 1 to this Fifth Amendment sets forth the product requirements document describing the agreed-upon requirements of the Phoenix
Hardware and the Phoenix Software. Attachment 2 to this Fifth Amendment sets forth the development schedule, milestone payment schedule, and a more
detailed description of the Parties' responsibilities and schedule dependencies with respect to the Phoenix Hardware and Phoenix Software. Attachment 3 to
this Fifth Amendment sets forth the statement of work with respect to the development of the Phoenix Hardware and Phoenix Software.
3. VERSION [*] SOFTWARE
3.1 VERSION [*] DOCUMENTS. Attachment 4, Attachment 5 and Attachment 6 to the Second Amendment are hereby deleted and replaced in their
entirety by Attachment 4, Attachment 5 and Attachment 6 to this Fifth Amendment. Any and all references to Attachment 4, Attachment 5 and Attachment 6
to the Second Amendment that may appear in the Development Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment and any attachments to any of the foregoing are understood to mean, respectively, Attachment 4, Attachment 5 and Attachment 6 to this Fifth
Amendment. Attachment 4 to this Fifth Amendment sets forth the product requirements document describing the agreed-upon requirements of the Version [*]
Software. Attachment 5 to this Fifth Amendment sets forth the development schedule, milestone payment schedule, and a more detailed description of the
Parties' responsibilities and schedule dependencies with respect to the Version [*] Software. Attachment 6 to this Fifth Amendment sets forth the DIRECTV
Service Data Types enabled in the Version [*] Software.
[*] 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.