TiVo 2004 Annual Report Download - page 157

(iii) If there occurs a dispute regarding whether any such deliverable satisfies the applicable acceptance criteria specified in the applicable
Statement of Work (including following any attempts by TiVo to correct any such deliverable), Comcast and TiVo shall promptly communicate
such dispute to the appropriate business/project manager when such Party becomes aware of the dispute. If such dispute cannot be mutually
resolved by such business/project managers within [*] from the time the business/project managers begin discussions, then either Party may elect
to submit the matter to the dispute escalation procedures set forth in Section 33 below.
(e) In consideration for the development of the TIMS Solution, Comcast shall pay TiVo such amounts at such times as shall be set forth in the
Initial TIMS Statement of Work (subject to any changes thereto in accordance with the PCR procedures specified therein). The aggregate amount
required to be paid by Comcast to TiVo pursuant to the Initial TIMS Statement of Work (subject to any such changes) shall be referred to herein as the
"TIMS Solution Development Fee."
(f) For the avoidance of doubt, the TIMS Solution delivered by TiVo pursuant to the Initial TIMS Statement of Work [*] and pursuant to a
Statement of Work mutually agreed to by the Parties.
(g) In the event that Comcast TIMS Acceptance has not occurred by the TIMS Acceptance Deadline and such failure is not the result of a Non-
TiVo Delay, Comcast will have the right to terminate the TIMS Solution development project, in which event Comcast [*]. Upon any such termination,
Comcast will be entitled to [*].
(h) TiVo acknowledges that the development and integration of the TIMS Solution will be a collaborative effort requiring performance by
Comcast and Comcast Vendors in addition to TiVo, and, accordingly, TiVo shall negotiate in good faith with Comcast Vendors to enter into
cooperation agreements with such Comcast Vendors on commercially reasonable terms to govern their respective rights and obligations in connection
with the development and integration of the TIMS Solution (such cooperation agreement to include a provision substantially equivalent to the covenant
set forth in Section 5.2 if the Comcast Vendor is a Comcast Affiliate with respect to which Comcast Parent does not have, directly or indirectly, the
power or authority to cause such Affiliate to grant such covenant without the risk of liability to any third party). In addition, TiVo shall use
commercially reasonable efforts to ensure that any third party software (including, without limitation, [*]) that Comcast requires to be integrated on the
Qualifying STBs shall fully function in conjunction with the TIMS Solution, in each case to the extent that such requirements were specified in the
Initial TIMS Statement of Work or any subsequent Statement of Work relating to the TIMS Solution.
6.2 TiVo Experience Software. Subject to the terms and conditions of this Section 6.2, TiVo shall develop and integrate the initial version of the TiVo
Experience Software with the Qualifying STBs for Comcast pursuant to specifications to be documented in an initial Statement of Work for the TiVo
Experience Software (the "Initial TE Software Statement of Work"). TiVo shall use its best efforts to include, without limitation, TiVo's most current DVR
[*] 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.
13.