TiVo 2004 Annual Report Download - page 162

6.3 Notice and Effect of Delay.
(a) In any case where TiVo believes that a milestone date in a Statement of Work shall be extended or delayed pursuant to the provisions herein
due to a delay directly attributable to any material action, inaction, or omission by Comcast, any Comcast Affiliate or any other Comcast Vendor (other
than TiVo, TiVo Affiliates, or TiVo vendors) (each such case, a "Non-TiVo Delay"), TiVo shall (i) promptly document such delay, (ii) provide
Comcast with prompt written notice (which shall in any event be delivered to Comcast [*]) of TiVo's understanding regarding the reasons for such
delay and the anticipated consequences of such delay (including whether such Non-TiVo Delay will cause TiVo to fail to achieve either the Comcast
TIMS Acceptance by the TIMS Acceptance Deadline or Comcast TE Acceptance by the TE Acceptance Deadline) and (iii) [*]. In the event of any
dispute regarding an extension or delay hereunder, the Parties shall first attempt to resolve such dispute pursuant to the dispute escalation procedures set
forth in Section 33.
(b) In the event that [*] any Non-TiVo Delay has occurred, all remaining milestones will be extended on a day-for-day basis by the length of the
Non-TiVo Delay. In addition, if a material Non-TiVo Delay causes TiVo to fail to achieve a payment milestone pursuant to a Statement of Work,
Comcast shall pay to TiVo an amount equal to [*] had such milestone been achieved [*].
SECTION 7. ONGOING DEVELOPMENT.
7.1 Additional Development Work. Following the initial development of the TiVo Experience Software and/or TIMS Solution, TiVo will perform the
following additional development work for Comcast throughout the Term, subject to Section 7.2 below regarding allocation of the cost of such development
work:
(a) [*];
(b) [*]; and
(c) such other development work as Comcast may request, including development of new features and functionality and porting to and
integration with additional software or hardware platforms.
7.2 Additional Statements of Work. The Parties will enter into additional Statements of Work to provide for the terms of any additional development
work requested by Comcast. The cost of any such development work will be negotiated as part of the applicable Statement of Work, subject to the following:
(a) During the [*] following the [*] TiVo will commit to provide [*] development work [*]. For [*] thereafter during the Term, TiVo will provide
[*] development work [*].
[*] 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.
18.