Comcast. On March 15, 2005, we entered into a non-exclusive licensing and marketing agreement with Comcast STB Software
DVR, LLC, a wholly-owned subsidiary of Comcast Corporation, and Comcast Corporation, as guarantor of Comcast STB?s
obligations under the agreement. Pursuant to this agreement, we have agreed to develop a TiVo-branded software solution for
deployment on Comcast?s DVR platforms, which would enable any TiVo-specific DVR and networking features requested by
Comcast, such as WishList? searches, Season Pass? recordings, home media features, and TiVoToGo? transfers. In addition, we
have agreed to develop an advertising management system for deployment on Comcast platforms to enable the provision of local and
national advertising to Comcast subscribers.
Under the agreement, Comcast will pay TiVo an upfront fee and a recurring monthly fee per Comcast subscriber who receives
the TiVo service through Comcast. Comcast will also pay us fees for engineering services for the development and integration of the
TiVo service software solution (subject to adjustment under certain circumstances) and the advertising management system.
The initial term of this agreement is for seven years from completion of the TiVo service software solution, with Comcast
permitted to renew for additional 1-year terms for up to a total of 8 additional years as long as certain deployment thresholds have
been achieved. During the term of the agreement, TiVo will provide Comcast with certain customer and maintenance support and will
provide certain additional development work. TiVo will have the continuing right to sell certain types of advertising in connection
with the TiVo service offered through Comcast. TiVo will also have a limited right to sell certain types of advertising on other
Comcast DVR set-top boxes enabled with the advertising management system, subject to Comcast?s option to terminate such right in
exchange for certain advertising-related payments. Development and deployment of the TiVo service software solution and
advertising management system is targeted to occur within two years from the date of the agreement, with certain consequences,
including, but not limited to, termination of the agreement, in the event development of the TiVo service software solution has not
been completed by such date. As part of this agreement, Comcast is receiving a non-exclusive, non-transferable license to our
intellectual property in order to deploy the TiVo service software solution and advertising management system, including certain
trademark branding rights and a covenant not to assert under our patents, which rights extend only to Comcast Corporation, its
affiliates, and certain of its vendors and suppliers with respect to Comcast products and services. Such non-exclusive, nontransferable
license to our intellectual property will, under certain circumstances, continue after the termination of this agreement. In
addition, Comcast is entitled to certain most favored customer terms as compared with other multi-channel video distributors who
license certain TiVo technology. Pursuant to the terms of this agreement, Comcast has the right to terminate the agreement in the
event we are subject of certain change of control transactions involving any of certain specified companies.