TiVo 2004 Annual Report Download - page 161

to have been accepted such deliverable. If Comcast reports any failure with respect to a deliverable, TiVo shall use commercially reasonable
efforts to correct such failure within the number of days specified in the applicable Statement of Work for the applicable deliverable after the date
of receipt of Comcast's notice of such failure and deliver to Comcast a corrected version of such deliverable. Upon delivery of a corrected version
of a deliverable, the foregoing procedures shall be repeated until such deliverable has been accepted by Comcast, unless and until such time as
Comcast terminates the development of the TiVo Experience Software as permitted under Section 6.2(g) below, unless and until such time as
Comcast terminates the development of the TiVo Experience Software as permitted under Section 6.2(g).
(iii) If there occurs a dispute regarding whether any such deliverable satisfies the 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 TiVo Experience Software, Comcast shall pay TiVo such amounts at such times as shall be set
forth in the Initial TE Software 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 TE Software Statement of Work (subject to any such changes) shall be
referred to herein as the "TiVo Experience Software Development Fee."
(f) For the avoidance of doubt, the TiVo Experience Software delivered by TiVo pursuant to the Initial TE Software Statement of Work [*] and
pursuant to a Statement of Work mutually agreed to by the Parties.
(g) In the event that Comcast TE Acceptance has not occurred by the TE Acceptance Deadline and such failure is not the result of a Non-TiVo
Delay, Comcast will have the right to terminate this Agreement pursuant to Section 23.1(e).
(h) TiVo acknowledges that the development and integration of the TiVo Experience Software will be a collaborative effort requiring
performance by Comcast and Comcast Vendors in addition to TiVo. 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 TiVo Experience Software. 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 TiVo Experience Software, in each case to the extent that such requirements were specified in the Initial TE Software
Statement of Work or any subsequent Statement of Work relating to the TiVo Experience 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.
17.