TiVo 2005 Annual Report Download - page 97

Table of Contents
ITEM 9B. OTHER INFORMATION.
On March 28, 2006, we executed the First Amendment to the Licensing and Marketing Agreement, effective as of March 27, 2006, between TiVo Inc.
and Comcast STB Software DVR, LLC and Comcast Corporation. The First Amendment to the Licensing and Marketing Agreement extends the acceptance
deadline for the TiVo Interactive Advertising Management System from the second anniversary of the Effective Date of the Agreement to February 15, 2008.
Concurrently, we also finalized the scope of the engineering services to be delivered with respect to the initial statement of work for the TiVo Interactive
Advertising Management System. The First Amendment to the Licensing and Marketing Agreement is filed hereto and is incorporated by reference herein.
On April 7, 2006, we entered into the Seventh Amendment of our Development Agreement, dated as of February 15, 2002, with DIRECTV, Inc. Under
this amendment, which amends the expiration date of the Development Agreement from February 15, 2007, to February 15, 2010, we will continue to provide
maintenance and support for DIRECTV receivers with TiVo service through the expiration date of the Development Agreement. In addition, DIRECTV will
continue to have the right to distribute DIRECTV receivers with TiVo service through February 15, 2007, and a related grace period as set forth in the
Development Agreement. Further, we agreed that neither party would assert its patents against the other party with respect to each company's products and
services deployed prior to the expiration of the agreement, subject to limited exceptions. DIRECTV will continue to pay a monthly fee for all households
using DIRECTV receivers with TiVo service similar to the amount paid by DIRECTV for households with DIRECTV receivers with TiVo service currently
being deployed, subject to a monthly minimum payment by DIRECTV. On an annual basis, we will reserve a portion of these fees as a non-refundable credit
to fund mutually agreed development, maintenance, and support services.
On April 7, 2006, we also entered into the First Amendment of our Amended and Restated Services Agreement, dated as of March 31, 2005, with
DIRECTV. This amendment extends the term of the Services Agreement until February 15, 2010, and provides DIRECTV with the ability to obtain additional
technical support and training for its use of advertising-related software tools with DIRECTV receivers with TiVo service.
On April 12, 2006, TiVo Inc. (the "Company") entered into the Second Amendment (the "Second Amendment") to the Company's Rights Agreement,
dated as of January 16, 2001 (the "Rights Plan"), by and between the Company and Wells Fargo Shareowner Services (the "Rights Agent"), as amended by
the First Amendment thereto, dated as of February 20, 2001. Pursuant to Section 26 of the Rights Plan, the Company amended the Rights Plan to remove the
defined term "Existing Holder." The Second Amendment is filed as an exhibit hereto and is incorporated by reference herein.
On April 13, 2006, we announced that Stuart West has been appointed to the position of Acting Chief Financial Officer, effective April 17, 2006. Mr.
West, who has been with the Company for more than five years, is currently Vice President, Finance and is the only internal candidate for the permanent
position of Chief Financial Officer.
On April 13, 2006, a jury rendered a verdict in favor of the Company in the amount of approximately $74.0 million dollars in the Company's patent
lawsuit against EchoStar Communications Corporation and its affiliates. The Company had previously filed a complaint against EchoStar Communications
Corporation in the U.S. District Court for the Eastern District of Texas alleging willful and deliberate infringement of U.S. Patent No. 6,233,389, entitled
"Multimedia Time Warping System." The Company later amended its complaint to add EchoStar DBS Corporation, EchoStar Technologies Corporation, and
Echosphere Limited Liability Corporation as additional defendants. The Company alleged that it is the owner of this patent, and further alleged that the
defendants had willfully and deliberately infringed this patent by making, selling, offering to sell and/or selling digital video recording devices, digital video
recording device software, and/or personal television services in the United States.
The jury ruled that the Company's patent is valid and that all nine of the asserted claims in the Company's patent are infringed by each of the accused
EchoStar products. The jury also ruled that the defendants' willfully infringed the Company's patent. The Company plans to seek an enhancement of damages
for willfulness, prejudgment interest, attorneys' fees and costs, and an injunction against the defendants' further infringement of the patent. The defendants'
claim of inequitable conduct against the Company remains pending.
PART III
Certain information required by Part III has been omitted from this Annual Report on Form 10-K. This information is instead incorporated by reference
to our definitive proxy statement (the "Proxy Statement"), which will be filed with the Securities and Exchange Commission in connection with our 2006
Annual Meeting of Stockholders.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Identification of Executive Officers
The information identifying our current executive officers and key employees is found under the caption "Executive Officers and Key Employees" in
Part I of this report, and is also incorporated by reference from our Proxy Statement into this Item 10. The information concerning TiVo's executive officers is
incorporated by reference from our Proxy Statement.
Identification of Directors
The information concerning the Company's directors and nominees is incorporated by reference from our Proxy Statement.
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