TiVo 2007 Annual Report Download - page 120

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Exhibit 10.63
Exhibit 10.63
as filed with
10-K
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Confidential
FIFTH AMENDMENT TO LICENSING AND MARKETING AGREEMENT
This FIFTH AMENDMENT TO THE LICENSING AND MARKETING AGREEMENT (this "Fifth Amendment") is made and entered into as of February 15,
2008 by and among Comcast STB Software DVR, LLC, Comcast Corporation, and TiVo Inc. (collectively, the "Parties").
RECITALS
WHEREAS, the Parties entered into that certain Licensing and Marketing Agreement having an effective date of March 15, 2005 (the "Agreement");
WHEREAS, the Parties have previously amended the Agreement via that certain First Amendment dated March 27, 2006, that certain Second
Amendment dated October 23, 2006, that certain Third Amendment dated June 22, 2007 and that certain Fourth Amendment dated August 27, 2007;
WHEREAS, in accordance with the provisions of Section 6.4 of the Agreement, TiVo and Licensee are entering into a Project Change Request with
respect to the Initial TIMS Statement of Work (the "TIMS PCR") relating to an extension of the TIMS Acceptance Deadline and a deferral of the Additional
Features (as defined herein) from Phase 1 of the TIMS Solution to Phase 2 of the TIMS Solution, all as described in greater detail in such TIMS PCR; and
WHEREAS, concurrently with entering into the TIMS PCR, the Parties wish to further modify and amend the Agreement as explicitly set forth in this
Fifth Amendment.
NOW, THEREFORE, the Parties agree as follows:
AGREEMENT
Unless stated otherwise, capitalized terms used herein shall have the meanings set forth in the Agreement.
1. TIMS ACCEPTANCE; DEFERRAL OF CERTAIN OBLIGATIONS.
1.1 Section 9.1 of the Agreement is hereby amended by deleting "Following final Comcast acceptance of the initial TIMS Solution ("Comcast TIMS
Acceptance")" and replacing it with "Following the earlier of (x) the date that is [*] after the TIMS Acceptance Deadline or (y) the date of final Comcast
acceptance of the Additional Features (such earlier date, the "Comcast TIMS Trigger Date")".
1.2 Sections 9.6(c) and 15.2(f)(i) of the Agreement are hereby amended by deleting the references to [*] contained in such Sections and replacing
each of them with [*].
[*]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.