TiVo 2003 Annual Report Download - page 96

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3.2 VERSION [*], OPTION. The Parties agree that [*] of Version [*] Software [*] No later than [*], TiVo shall provide DIRECTV with its good-faith
estimate of [*]. [*] shall be undertaken, and the parties respective rights and obligations shall apply with respect thereto, if DIRECTV [*] by providing written
notice thereof to TiVo on or prior to [*].
4. TOOLS. A new Section 4.11 is hereby added to the Development Agreement to read as follows:
"4.11 [*]. DIRECTV shall purchase the rights to the Allocated Use (as defined below) by DIRECTV's designated CE Manufacturer of the "[*]"
(defined as [*]. The "Allocated Cost" shall be [*]. TiVo hereby confirms and represents that the Allocated Cost equals no more than [*] percent ([*]%) of
TiVo's [*] costs to obtain the [*], as set forth in supporting documentation provided to DIRECTV. The Allocated Cost shall be paid to TiVo upon [*].
"Allocated Use" shall mean access to and use of [*] percent ([*]%) of both the [*] of the [*], as well as the [*] of each [*], but in any event, no less than use
for [*] per [*] and [*] total, per [*].
In addition, TiVo shall, upon request by DIRECTV and for [*] consideration, make available to DIRECTV's designated CE Manufacturer, access to and use
of the [*] from TiVo's [*], for up to [*] per [*], during the first [*] months from the start of [*] by such CE Manufacturer. TiVo shall manage the [*] and the
[*], and in such capacity shall work with the [*] in the [*] of such [*] and [*] to [*] and [*] are met, including, without limitation, undertaking [*] as necessary
to [*] the [*] requirements set forth in this Section 4.11."
5. EFFECT OF AMENDMENT. Except as expressly modified herein, all other terms and conditions of the Development Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, TiVo and DIRECTV have duly executed this Fifth Amendment by their respective duly authorized officers. This Fifth Amendment
may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original.
TIVo INC. DIRECTV, INC.
By: /s/ Edward Lichty By: /s/ Eddy W. Hartenstein
Printed Name: Edward Lichty Printed Name: Eddy W. Hartenstein
Title: VP, Business Development Title: Chairman and CEO
[*] 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.