10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

 _________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 000-27141

 _________________________

TIVO INC.

(Exact name of registrant as specified in its charter)

_________________________

Delaware	77-0463167
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2160 Gold Street, P.O. Box 2160, Alviso, CA 95002

(Address of principal executive offices including zip code)

(408) 519-9100

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    YES  x    NO  o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer  x     Accelerated Filer   o     Non-Accelerated Filer   o     Smaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  o    NO  x.

The number of shares outstanding of the registrant's common stock, $0.001 par value, was 120,716,313 as of May 31, 2011.

TIVO INC.

FORM 10-Q

For the Fiscal Quarter Ended April 30, 2011

TABLE OF CONTENTS
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Removed and Reserved	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signatures	46

^©2011 TiVo Inc. All Rights Reserved.

Except as the context otherwise requires, the terms “TiVo,” “Registrant,” “Company,” “we,” “us,” or “our” as used herein are references to TiVo Inc. and its consolidated subsidiaries.

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to, among other things:

• our financial results, expectations of future revenues and profitability, and expectations for the future use of advertising trade credits;

• our intention and ability to protect our intellectual property, the cost of prosecuting or defending our intellectual property through litigation, the outcome of related litigations and the strength and future value of our intellectual property;

• our future investments in subscription acquisition activities, offers of bundled hardware and service subscriptions, future advertising expenditures, future use of consumer rebates, hardware cost and associated subsidies, and other marketing activities and consumer offers, including our current subsidized hardware pricing and related increase in subscription pricing and their impact on our hardware revenues, service revenues, total acquisition costs as well as sales and marketing, subscription acquisition costs, and ARPU;

• our estimates of the useful life of TiVo-enabled DVRs in connection with the recognition of revenue received from product lifetime subscriptions and the expected future increase in the number of fully-amortized TiVo-Owned product lifetime subscriptions;

• our expectations regarding the seasonality of our business and subscription additions to the TiVo service;

• our intentions to continue to grow the number of TiVo-Owned subscriptions through our relationships with major retailers and our expectations with respect to future gross additions in our TiVo-Owned subscriptions as well as MSOs/Broadcasters' subscriptions;

• our expectations related to future advertising and audience research measurement revenues;

• our expectations related to changes in the cost of our hardware revenues and the reasons for changes in the volume of DVRs sold to retailers;

• our future earnings including expected future service revenues from future TiVo-Owned subscriptions and future service and technology revenues from multiple system operators (MSOs)/Broadcasters;

• our expectations of the growth in the future digital video recorder (“DVR”) and advanced television services market, including our expectations regarding competition and consumer acceptance of alternatives to our products, including cable Video On Demand ("VOD"), streaming VOD from the internet, and network DVRs;

• our expectations regarding installation and operational issues surrounding cable-operator provided CableCards and switched digital devices essential for TiVo consumer devices in cable homes;

• our expectations that in the future we may also offer services for non-DVR products such as our development of a broadband connected television incorporating the TiVo user interface and non-DVR software with Best Buy's Insignia brand television sets and the expected timing of deployment of such offerings;

• our expectations of the growth of the TiVo service and technology outside the United States;

• our expectations with respect to the timing of future development and deployment, including future subscription growth or attrition and future technology and service revenues, with our distribution partners such as Virgin Media Limited (U.K.), Suddenlink (U.S.), Charter Communications (U.S.), Cableuropa S.A.U.

3

(“ONO”) in Spain, Canal Digital (Scandinavia), Comcast (U.S.), RCN (U.S.), DIRECTV (U.S.) and Cablevision (Mexico);

• our expectations regarding our future increases in research and development spending and our associated ability to remain competitive and a technology innovator in advanced television solutions beyond the DVR;

• future increases and/or decreases in our general and administrative expenses, including expenditures related to lawsuits involving us;

• future increases in the amount of deferred expenses in costs of technology revenues related to development work for our television distribution partners;

• future increases in our operating expenses, including increases litigation expenses, sales and marketing and subscription acquisition costs, including our ability to retain and hire key management employees and software engineers;

• our ability to oversee our outsourcing of manufacturing processes and engineering work, and management of our inventory;

• our ability to fund operations, capital expenditures, and working capital needs during the next year;

• our ability to raise additional capital through the financial markets in the future;

• our ability to perform or comply with laws, regulations, and requirements different than those in the United States;

• our estimates and expectations related to long-term investments and their associated carrying value; and

• the impact of the transition to digital distribution technologies by both broadcasters and cable operators.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “intend,” “estimate,” “continue,” “ongoing,” “predict,” “potential,” and “anticipate” or similar expressions or the negative of those terms or expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others, the information contained under the caption Part I, Item 1A. “Risk Factors” in our most recent annual report on Form 10-K. The reader is cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this quarterly report and we undertake no obligation to publicly update or revise any forward-looking statements in this quarterly report. The reader is strongly urged to read the information set forth under the caption Part I, Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 1A, “Risk Factors” for a more detailed description of these significant risks and uncertainties.

4

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TIVO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share and share amounts)

(unaudited)

	April 30, 2011			January 31, 2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	161,979		$	71,221
Short-term investments	189,248			138,216
Accounts receivable, net of allowance for doubtful accounts of $500 and $275, respectively	191,794			16,011
Inventories	16,663			13,228
Deferred cost of technology revenues, current	13,359			13,760
Prepaid expenses and other, current	8,435			6,983
Total current assets	581,478			259,419
LONG-TERM ASSETS
Property and equipment, net of accumulated depreciation of $46,258 and $44,682, respectively	10,668			10,229
Purchased technology, capitalized software, and intangible assets, net of accumulated amortization of $15,768 and $15,110, respectively	6,579			6,956
Deferred cost of technology revenues, long-term	5,821			2,100
Prepaid expenses and other, long-term	4,922			1,224
Long-term investments	3,400			5,890
Total long-term assets	31,390			26,399
Total assets	$	612,868		$	285,818
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	28,185		$	18,052
Accrued liabilities	30,527			30,115
Deferred revenue, current	32,471			33,792
Total current liabilities	91,183			81,959
LONG-TERM LIABILITIES
Deferred revenue, long-term	34,038			34,857
Convertible senior notes	172,500			—
Deferred rent and other long-term liabilities	284			246
Total long-term liabilities	206,822			35,103
Total liabilities	298,005			117,062
COMMITMENTS AND CONTINGENCIES (see Note 5)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001: Authorized shares are 10,000,000; Issued and outstanding shares - none	—			—
Common stock, par value $0.001: Authorized shares are 275,000,000; Issued shares are 120,454,755 and 117,420,874, respectively and outstanding shares are 119,180,595 and 116,475,318, respectively	120			117
Treasury stock, at cost - 1,274,160 shares and 945,556 shares, respectively	(11,845		)	(8,660		)
Additional paid-in capital	966,705			956,947
Accumulated deficit	(640,200		)	(779,225		)
Accumulated other comprehensive income (loss)	83			(423		)
Total stockholders’ equity	314,863			168,756
Total liabilities and stockholders’ equity	$	612,868		$	285,818

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and share amounts)

(unaudited)

	Three Months Ended April 30,
	2011			2010
Revenues
Service revenues	$	33,334		$	36,244
Technology revenues	5,503			6,973
Hardware revenues	6,915			18,169
Net revenues	45,752			61,386
Cost of revenues
Cost of service revenues	8,800			10,403
Cost of technology revenues	7,020			5,021
Cost of hardware revenues	8,853			19,219
Total cost of revenues	24,673			34,643
Gross margin	21,079			26,743
Research and development	27,228			18,628
Sales and marketing	6,337			7,760
Sales and marketing, subscription acquisition costs	1,233			3,191
General and administrative	22,452			11,697
Litigation Proceeds	(175,716		)	—
Total operating expenses	(118,466		)	41,276
Income (loss) from operations	139,545			(14,533		)
Interest income	3,163			369
Interest expense and other income (expense)	(2,624		)	(2		)
Income (loss) before income taxes	140,084			(14,166		)
Benefit from (provision for) income taxes	(1,059		)	(34		)
Net income (loss)	$	139,025		$	(14,200	)
Net income (loss) per common share
Basic	$	1.21		$	(0.13	)
Diluted	$	1.04		$	(0.13	)
Income for purposes of computing net income per share:
Basic	139,025			(14,200		)
Diluted	140,058			(14,200		)
Weighted average common and common equivalent shares:
Basic	115,245,411			111,490,152
Diluted	134,609,476			111,490,152

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Three Months Ended April 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	139,025		$	(14,200	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of property and equipment and intangibles	2,234			2,221
Loss on disposal of fixed assets	—			42
Stock-based compensation expense	7,657			5,586
Amortization of discounts and premiums on investments	128			—
Non-cash loss on overallotment option and other non-cash interest expense	1,712			—
Utilization of trade credits	—			19
Allowance for doubtful accounts	291			32
Changes in assets and liabilities:
Accounts receivable	(176,074		)	(2,719		)
Inventories	(3,435		)	(258		)
Deferred cost of technology revenues	(3,277		)	(1,450		)
Prepaid expenses and other	(471		)	570
Accounts payable	10,057			(567		)
Accrued liabilities	412			(132		)
Deferred revenue	(2,140		)	(1,840		)
Deferred rent and other long-term liabilities	38			24
Net cash used in operating activities	$	(23,843	)	$	(12,672	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments	(120,165		)	(45,775		)
Sales or maturities of long-term and short-term investments	72,001			31,999
Acquisition of property and equipment	(1,939		)	(1,181		)
Acquisition of capitalized software and intangibles	(281		)	—
Net cash used in investing activities	$	(50,384	)	$	(14,957	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible senior notes, net	166,109			—
Proceeds from issuance of common stock related to exercise of common stock options	2,061			28,651
Treasury stock - repurchase of stock for tax withholding	(3,185		)	(3,792		)
Net cash provided by financing activities	$	164,985		$	24,859
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	90,758		$	(2,770	)
CASH AND CASH EQUIVALENTS:
Balance at beginning of period	71,221			70,891
Balance at end of period	$	161,979		$	68,121

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

TIVO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS

TiVo Inc. (together with its subsidiaries “the Company” or “TiVo”) was incorporated in August 1997 as a Delaware corporation and is located in Alviso, California. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Company conducts its operations through one reportable segment.

The Company is subject to a number of risks, including delays in product and service developments; competitive service offerings; lack of market acceptance; uncertainty of future profitability; the dependence on third parties for manufacturing, marketing, and sales support, as well as third-party rollout schedules, software development issues for third-party products which contain its technology; intellectual property claims by and against the Company; access to television programming including digital cable signals in connection with CableCARD and switched digital technologies; dependence on its relationships with third-party service providers such as DIRECTV, RCN, Suddenlink, Charter, ONO, and Virgin Media (U.K.) for subscription growth; and the Company’s ability to sustain and grow its subscription base. The Company anticipates that its retail business will continue to be seasonal and expects to generate a significant portion of its new subscriptions during and immediately after the holiday shopping season. However, as a result of the continued national and global economic downturn and overall consumer spending decline, the Company is cautious about its subscription growth in the near term.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with: generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete audited annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of April 30, 2011 and January 31, 2011 and the results of operations for the three month periods ended April 30, 2011 and 2010 and condensed consolidated statements of cash flows for the three month periods ended April 30, 2011 and 2010 consisting of normal recurring adjustments. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2011. Operating results for the three month period ended April 30, 2011 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2012.

Revenue Recognition

The Company generates service revenues from fees for providing the TiVo service to consumers and multiple system operators and broadcasters (“MSOs”) and through the sale of advertising and audience research measurement services. The Company also generates technology revenues from licensing technology and by providing engineering professional services. In addition, the Company generates hardware revenues from the sale of hardware products that enable the TiVo service. A substantial portion of the Company's revenues is derived from multiple element arrangements.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, collectibility is probable, and there are no post-delivery obligations. Service revenue is recognized as the services are performed which generally is ratably over the term of the service period.

Multiple Element Arrangements

The Company's multiple deliverable revenue arrangements primarily consist of bundled sales of TiVo-enabled DVRs and TiVo service to consumers; arrangements with MSOs which generally include delivery of software customization and set up services, training, post contract support (“PCS”), TiVo-enabled DVRs, and TiVo service; and bundled sales of advertising and audience research measurement services.

In October 2009, the Financial Accounting Standards Board (“FASB”) amended accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product's essential functionality from the scope of industry specific software

8

revenue recognition guidance. In October 2009, the FASB also amended the accounting standards for multiple deliverable revenue arrangements to:

• provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated;

• require an entity to allocate revenue in an arrangement using its best estimated selling price (“BESP”) of deliverables if a vendor does not have vendor-specific objective evidence (“VSOE”) of selling price or third-party evidence (“TPE”) of selling price; and

• eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

The Company adopted this guidance at the beginning of its first quarter of fiscal year 2012 on a prospective basis for applicable transactions originating or materially modified after January 31, 2011. The Company applies and will continue to apply the previous applicable accounting guidance for continuing arrangements that originated prior to the adoption date of February 1, 2011. The adoption of the new guidance did not have a significant impact on the Company's consolidated financial statements. The Company currently does not expect changes in the Company's products, services, bundled arrangements or pricing practices that could have a significant impact on the consolidated financial statements in periods post adoption; however, this may change in the future.

The Company allocates revenue to each element in a multiple-element arrangement based upon their relative selling price. The Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its BESP for that deliverable. Since the use of the residual method is eliminated under the new accounting standards, any discounts offered by the Company are allocated to each of the deliverables. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for the respective element. However, revenue recognized for each deliverable is limited to amounts that are not contingent on future performance for other deliverables in the arrangement.

Consistent with its methodology under previous accounting guidance, if available, the Company determines VSOE of fair value for each element based on historical standalone sales to third parties or from the stated renewal rate for the elements contained in the initial contractual arrangement. The Company currently estimates selling prices for its PCS, training, TiVo-enabled DVRs for MSOs and TiVo service for consumers based on VSOE of fair value.

In some instances, the Company may not be able to obtain VSOE of fair value for all deliverables in an arrangement with multiple elements. This may be due to the Company infrequently selling each element separately or not pricing products within a narrow range. When VSOE cannot be established, the Company attempts to estimate the selling price of each element based on TPE. TPE would consist of competitor prices for similar deliverables when sold separately. Generally, the Company's offerings contain significant differentiation such that the comparable pricing of products with similar functionality or services cannot be obtained. Furthermore, the Company sells TiVo-enabled DVRs to consumers whereas its competitors usually lease them to their customers. Therefore, the Company is typically not able to obtain TPE of selling price.

When the Company is unable to establish a selling price using VSOE or TPE, which is generally the case for sales of TiVo-enabled DVRs to consumers and advertising and audience research measurement services, the Company uses its BESP in determining the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. BESP is generally used for offerings that are not typically sold on a standalone basis or for new or highly customized offerings.

The Company establishes pricing for its products and services by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. When determining BESP for a deliverable that is generally not sold separately, these factors are also considered.

TiVo-enabled DVRs and TiVo service

The Company sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years or product lifetime and has the option to either pay a monthly fee over the subscription term (monthly program) or to prepay the subscription fee in advance (prepaid program). After the initial committed

9

subscription term, the customers have various pricing options at which they can renew the subscription.

VSOE of fair value for the subscription services is established based on standalone sales of the service and varies by service period. The Company is not able to obtain VSOE for the DVR element due to infrequent sales of standalone DVRs to consumers. The BESP of the DVR is established based on the price that the Company would sell the DVR without any service commitment from the customer. Under these bundled programs, revenue is allocated between hardware revenue for the DVR and service revenue for the subscription on a relative selling price basis, with the DVR revenue recognized upon delivery, up to an amount not contingent on future service delivery, and the subscription revenue recognized over the term of the service.

Subscription revenues from product lifetime subscriptions are recognized ratably over the Company's estimate of the useful life of a TiVo-enabled DVR associated with the subscription. The estimates of expected lives are dependent on assumptions with regard to future churn of product lifetime subscriptions. The Company continuously monitors the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with the Company's current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, the Company may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period.

End users have the right to cancel their subscription within 30 days of subscription activation for a full refund. TiVo establishes allowances for expected subscription cancellations.

Arrangements with MSOs

The Company has two different types of arrangements with MSOs under technology deployment and engineering services agreements. The Company's arrangements with MSOs typically include software customization and set up services, limited training, PCS, TiVo-enabled DVRs, and TiVo service.

In instances where TiVo hosts the TiVo service, the Company recognizes revenue under the general revenue recognition guidance. The Company determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is probable. Revenue recognition is deferred until such time as all of the criteria are met. Elements in such arrangements usually include DVRs, TiVo service hosting, associated maintenance and support and training. Non-refundable payments received for customization and set up services are deferred and recognized as revenue ratably over the longer of the contractual or customer relationship period. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as revenue. The Company has established VSOE for training, DVRs, and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreement. The BESP of TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and gross margin objectives. Total arrangement consideration is allocated among individual elements on a relative basis and revenue for each element is recognized when the basic revenue recognition criteria are met for the respective element.

In arrangements where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue under industry specific software revenue recognition guidance. Under this guidance, such arrangements are accounted for using the percentage-of-completion method or a completed-contract method. The percentage-of-completion method is used if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion and the arrangement as a whole is reasonably expected to be profitable. The Company measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known.

In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE for undelivered elements in the contract or because of the lack of reasonably dependable estimates of total costs. In these situations, provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Costs incurred in excess of revenues are deferred up to the amount deemed recoverable. Thereafter, any profit from the engineering professional services is recognized over the period of the maintenance and support or other services that are provided, whichever is longer.

If the Company cannot be reasonably assured that no loss will be incurred under the arrangement, the

10

Company will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the contract.

Advertising and Audience Research Measurement Services

Advertising and audience research measurement service revenue is recognized as the service is provided. When advertising and audience measurement services are sold in packages customized for each campaign, they generally lasts for up to three months. Because of the significant customization of offerings, the Company historically has not been able to obtain VSOE for each element in the package. Accordingly, the Company would combine all elements in the package as a single unit and recognize revenue ratably over the campaign period. As a result of the updated guidance on multiple element revenue arrangements, the Company can now estimate BESP for each element in the package and separate them into individual units of accounting. Nonetheless, the new units of accounting have very similar revenue earning patterns and timing and the amounts of revenue recorded in each period are not significantly impacted by the new guidance.

Hardware Revenues

Hardware revenues represent revenues from stand-alone hardware sales and amounts allocated to hardware elements in multiple element arrangements. Revenues are recognized upon product shipment to the customers or receipt of the products by the customer, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists and collectibility is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product and service returns and these allowances are recorded as a direct reduction of revenues and accounts receivable.

Certain payments to retailers and distributors such as market development funds and revenue share are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. TiVo's policy for revenue share payments is to reduce revenue when these payments are incurred and fixed or determinable. TiVo's policy for market development funds is to reduce revenue at the later of the date at which the related hardware revenue is recognized or the date at which the market development program is offered.

3. CASH AND INVESTMENTS

Cash, cash equivalents, short-term investments, and long-term investments consisted of the following:

11

	As of April 30, 2011		January 31, 2011
	(in thousands)
Cash and cash equivalents:
Cash	$	2,881	$	4,362
Cash equivalents:
Certificate of deposit	5,000		—
Commercial paper	37,689		40,189
Money market funds	116,409		26,670
Total cash and cash equivalents	161,979		71,221
Marketable securities:
Certificate of deposit	32,765		25,607
Commercial paper	57,587		24,473
Corporate debt securities	55,593		42,897
US agency securities	18,077		23,083
US Treasury securities	20,127		5,023
Foreign government securities	—		12,035
Variable-rate demand notes	2,600		2,600
Asset-backed securities	2,499		2,498
Current marketable securities	189,248		138,216
Auction rate securities	—		2,490
Non-current marketable securities	—		2,490
Total marketable securities	189,248		140,706
Other investment securities:
Other investment securities - cost method	3,400		3,400
Total other investment securities	3,400		3,400
Total cash, cash equivalents, marketable securities and other investment securities	$	354,627	$	215,327

Marketable Securities

The Company’s investment securities portfolio consists of various debt instruments, including corporate and government bonds, asset-backed securities, and foreign corporate and government securities, all of which are classified as available-for-sale.

Other Investment Securities

TiVo has an investment in a private company where the Company’s ownership is less than 20% and TiVo does not have significant influence. The investment is accounted for under the cost method and is periodically assessed for other-than-temporary impairment. See Note 4. "Fair Value" for additional information on the impairment assessment of the investment.

Contractual Maturity Date

The following table summarized the estimated fair value of the Company’s debt investments, designated as available-for-sale classified by the contractual maturity date of the security:

	April 30, 2011		January 31, 2011
	(in thousands)
Due within 1 year	$	140,562	$	123,631
Due within 1 year through 5 years	48,686		14,585
Due within 5 years through 10 years	—		—
Due after 10 years	—		2,490
Total	$	189,248	$	140,706

12

Unrealized Gains (Losses) on Marketable Investment Securities

The following table summarizes unrealized gains and losses related to the Company’s investments in marketable securities designated as available-for-sale:

	As of April 30, 2011
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificate of deposit	$	32,755	$	13	$	(3	)	$	32,765
Commercial paper	57,576		11		—			57,587
Corporate debt securities	55,580		37		(24		)	55,593
US agency securities	18,067		10		—			18,077
US Treasury securities	20,090		37		—			20,127
Variable-rate demand notes	2,600		—		—			2,600
Asset-backed securities	2,499		—		—			2,499
Total	$	189,167	$	108	$	(27	)	$	189,248
	As of January 31, 2011
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificate of deposit	$	25,600	$	7	$	—		$	25,607
Commercial paper	24,471		2		—			24,473
Corporate debt securities	42,847		50		—			42,897
US agency securities	23,074		11		(2		)	23,083
US Treasury securities	5,009		14		—			5,023
Foreign government securities	12,030		5		—			12,035
Variable-rate demand notes	2,600		—		—			2,600
Asset-backed securities	2,499		—		(1		)	2,498
Auction rate securities	3,000		—		(510		)	2,490
Total	$	141,130	$	89	$	(513	)	$	140,706

The available-for-sale investments that were in an unrealized loss position as of April 30, 2011 and January 31, 2011, aggregated by length of time that individual securities have been in a continuous loss position, were as follows:

13

	As of April 30, 2011
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
Commercial paper	$	7,996	$	(3	)	$	—	$	—		$	7,996	$	(3	)
Corporate debt securities	12,226		(24		)	—		—			12,226		(24		)
Total	$	20,222	$	(27	)	$	—	$	—		$	20,222	$	(27	)
	As of January 31, 2011
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
US Treasury securities	5,088		(2		)	—		—			5,088		(2		)
Asset-backed securities	2,498		(1		)	—		—			2,498		(1		)
Auction rate securities	—		—			2,490		(510		)	2,490		(510		)
Total	$	7,586	$	(3	)	$	2,490	$	(510	)	$	10,076	$	(513	)

4. FAIR VALUE

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments as of April 30, 2011 and January 31, 2011.

14

	As of April 30, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Assets:
Cash equivalents:
Commercial paper	$	37,689	$	—		$	37,689	$	—
Certificate of deposit	5,000		5,000
Money market funds	116,409		116,409			—		—
Short-term investments:
Certificate of deposit	32,765		32,765					—
Commercial paper	57,587					57,587		—
Corporate debt securities	55,593					55,593		—
US agency securities	18,077					18,077		—
US Treasury securities	20,127		20,127					—
Variable-rate demand notes	2,600					2,600		—
Asset-backed securities	2,499							2,499
Total	$	348,346	$	174,301		$	171,546	$	2,499
	As of January 31, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Assets:
Cash equivalents:
Commercial paper	$	40,189	$	—		$	40,189	$	—
Money market funds	26,670		26,670			—		—
Short-term investments:
Certificate of deposit	25,607		25,607					—
Commercial paper	24,473		—			24,473		—
Corporate debt securities	42,897		—			42,897		—
US agency securities	23,083		—			23,083		—
US Treasury securities	5,023		5,023			—		—
Foreign government securities	12,035		—			12,035		—
Variable-rate demand notes	2,600		—			2,600		—
Asset-backed securities	2,498		—			—		2,498
Long-term investments:
Auction rate securities	2,490		—			—		2,490
Total	$	207,565	$	57,300	1	$	145,277	$	4,988

15

The following tables present reconciliations of financial assets measured at fair value using significant unobservable inputs (Level 3) during the three months ended April 30, 2011 and January 31, 2010 (in thousands):

	Auction Rate Securities		Asset-backed Securities		Total
Balance, January 31, 2011	$	2,490	$	2,499	$	4,989
Transfer into Level 3	—		—		—
Purchases	—				—
Sales	2,490		—		(2,490		)
Balance, April 30, 2011	$	—	$	2,499	$	2,499

	Auction Rate  Securities
As of January 31, 2010	$	4,112
Transfer into Level 3	—
Total unrealized gains included in accumulated other comprehensive loss	36
Balance, April 30, 2010	$	4,148

Marketable securities measured at fair value using Level 3 inputs are comprised of asset-backed and auction rate securities. Asset-backed securities values are based on non-binding broker provided price quotes and may not have been corroborated by observable market data. There were no transfers in and out of Level 1 or 2. During the quarter ended April 30, 2011 we sold our remaining auction rate securities at par value of $3.0 million.

TiVo also has a direct investment in a privately-held company accounted for under the cost method, which is periodically assessed for other-than-temporary impairment. If the Company determines that an other-than-temporary impairment has occurred, TiVo will write-down the investment to its fair value. The fair value of a cost method investment is not evaluated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. However, if such significant adverse events were identified, the Company would estimate the fair value of its cost method investment considering available information at the time of the event, such as pricing in recent rounds of financing, current cash position, earnings and cash flow forecasts, recent operational performance and any other readily available data. The carrying amount of the Company’s cost method investment was $3.4 million as of April 30, 2011 and January 31, 2011. No events or circumstances indicating a potential impairment were identified as of April 30, 2011 or January 31, 2011.

Cash equivalents and available-for-sale marketable securities (including auction rate securities and asset-backed securities) are reported at their fair value. Additionally, carrying amounts of certain of the Company’s financial instruments including accounts receivable, accounts payable, and accrued expenses approximate their fair value because of their short maturities.

We have financial liabilities for which we are obligated to repay the carrying value, unless the holder agrees to a lesser amount. The carrying value of these financial liabilities at April 30, 2011 was $172.5 million and the fair value was $193.6 million, respectively. There was no debt as of the fiscal year ended January 31, 2011. Refer to Note 6. "Convertible senior notes" for additional information.

5. COMMITMENTS AND CONTINGENCIES

Product Warranties

The Company’s standard manufacturer's warranty period to consumers for TiVo-enabled DVRs is 90 days for parts and labor from the date of consumer purchase, and from 91-365 days for parts only, also known as the Limited Warranty. Within the limited warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect, within 90 days from the date of consumer purchase. Thereafter, consumers

16

may exchange a TiVo-enabled DVR with a product defect for a charge. As of April 30, 2011 and January 31, 2011, the accrued warranty reserve was $229,000 and $419,000, respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying condensed consolidated balance sheets.

The Company also offers customers separately priced optional 2-year and 3-year extended warranties. The Company defers and amortizes cost and revenue associated with the sales of the extended warranties over the warranty period or until a warranty is redeemed. As of April 30, 2011, the extended warranty deferred revenue and cost was $909,000 and $275,000, respectively. As of January 31, 2011, the extended warranty deferred revenue and cost was $891,000 and $269,000, respectively.

Indemnification Arrangements

The Company undertakes indemnification obligations in its ordinary course of business. For instance, the Company has undertaken to indemnify its underwriters and certain investors in connection with the issuance and sale of its securities. The Company has also undertaken to indemnify certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws, including certain violations of securities laws with respect to underwriters and investors. The term of these indemnification obligations is generally perpetual. The Company’s obligation to provide indemnification would arise in the event that a third-party filed a claim against one of the parties that was covered by the Company’s indemnification obligation. As an example, if a third-party sued a customer for intellectual property infringement and the Company agreed to indemnify that customer against such claims, its obligation would be triggered.

The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to its indemnification obligations, if any. A few of the variables affecting any such assessment include but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company’s potential indemnity liability, its indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue operation in the ordinary course of business.

Under certain circumstances, the Company may have recourse through its insurance policies that would enable it to recover from its insurance company some or all amounts paid pursuant to its indemnification obligations. The Company does not have any assets held either as collateral or by third parties that, upon the occurrence of an event requiring it to indemnify a customer, the Company could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations.

Legal Matters

Intellectual Property Litigation. On April 29, 2011, TiVo Inc. (“TiVo”), on the one hand, and DISH Network Corporation (“DISH”) and EchoStar Corporation (“EchoStar”), on the other hand, entered into a Settlement and Patent License Agreement (the “Agreement”), pursuant to which the parties released all claims against each other with respect to all outstanding litigation between them, and certain other potential claims, including any challenges by either party to the other party's patents related to DVR-technology covered by the license, and provided the other party with a license to certain patents owned by each party. The Agreement resolves all outstanding litigation between TiVo and EchoStar, including TiVo's complaint against EchoStar filed on January 5, 2004 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 “'389 Patent”), the May 30, 2008 complaint filed by Dish Network Corporation and its related entities against TiVo in the U.S. District Court for the District of Delaware for declaratory relief that Dish's unspecified digital video recorders do not infringe TiVo's 389 patent, and the April 29, 2005, complaint filed by EchoStar Technologies Corporation against TiVo and Humax USA, Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent Nos. 5,774,186 ("Interruption Tolerant Video Program Viewing"), 6,529,685 B2 ("Multimedia Direct Access Storage Device and Formatting Method"), 6,208,804 B1 ("Multimedia Direct Access Storage Device and Formatting Method") and 6,173,112 B1 ("Method and System for Recording In-Progress Broadcast Programs"). Please see TiVo's latest annual report filed on Form 10-K for the fiscal year ended January 31, 2011 for a description of each of these litigations.

17

Under the Agreement, EchoStar and DISH agreed to pay TiVo $500.0 million in cash, and the releases and respective licenses were made effective and dismissals of litigation filed with the appropriate courts after the initial payment of $300.0 million was received by TiVo on May 2, 2011. The remaining $200.0 million will be paid to TiVo in equal annual installments of approximately $33.3 million from 2012 until 2017. Refer to Note 9. "Dish Network" for additional information.

Pursuant to the Agreement, TiVo granted EchoStar a license to the '389 Patent including specified related patents and patent applications to design, make and sell certain DVR products solely for DISH and two small international customers. TiVo granted DISH a license to its '389 patent, including specified related patents and patent applications, with respect to DISH-branded and co-branded products and services. EchoStar granted TiVo a license to U.S. Patent Nos. 6,208,804, 6,529,685, 5,721,878, 5,721,815, and 5,751,883 including specified related patents and patent applications for TiVo-branded, co-branded or ingredient branded products and services.

The Agreement expires at the end of the remaining life of the '389 patent in 2018. In addition, the Agreement, including the respective licenses granted pursuant to the Agreement, may be terminated in whole or in part under certain circumstances with respect to a party such as upon a material breach by a party of its obligations under the agreement (including but not limited to a failure to make timely payment).

On June 4, 2010, the United States Patent and Trademark Office (the "USPTO") issued a final office action in a second reexamination filed by EchoStar preliminarily rejecting Claims 31 and 61 of U.S. Patent No. 6,233,389 as obvious in light of two references previously considered by the USPTO in the first reexamination. On October 6, 2010, the Company was notified by the USPTO that the USPTO had issued a final notice in its second reexamination of U.S. Patent No. 6,233,389, re-confirming the validity of all the patent's claims at issue. On Feb. 15, 2011 the the USPTO issued a reexamination certificate (Number US 6,233,389 C2) confirming the validity of all of the patent claims at issue during the reexamination proceeding. This decision is final and is not appealable by the party who requested the reexamination.

On August 26, 2009, TiVo Inc. filed separate complaints against AT&T Inc. and Verizon Communications, Inc. in the United States District Court for the Eastern District of Texas for infringement of the following three TiVo patents U.S. Patent Nos. 6,233,389 B1 ("Multimedia Time Warping System"), 7,529,465 B2 ("System for Time Shifting Multimedia Content Streams"), and 7,493,015 B1 ("Automatic Playback Overshoot Correction System"). The complaints seek, among other things, damages for past infringement and a permanent injunction, similar to that issued by the United States District Court, Eastern District of Texas against EchoStar. On January 15, 2010, Microsoft Corporation ("Microsoft") moved to intervene in the action filed against AT&T Inc., and on March 31, 2010 the district court granted Microsoft's motion. On March 28, 2010, AT&T Operations filed a motion to intervene in the action filed against AT&T; AT&T Operations and Microsoft filed a motion to transfer the proceedings to the United States District Court for the Northern District of California; and AT&T Inc., AT&T Operations, and Microsoft filed a motion to sever the claims involving Microsoft and AT&T Operations and stay the remaining proceeding involving AT&T. On September 17, 2010, the court issued an order denying AT&T's motion to transfer. On June 1, 2012, the judge conducted a claim construction hearing on the patents asserted by TiVo against AT&T. The Company is incurring material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On February 24, 2010, Verizon answered TiVo's August 26, 2009 complaint and Verizon asserted counterclaims. The counterclaims seek declaratory judgment of non-infringement and invalidity of the patents TiVo asserted against Verizon in the August 26th complaint. Additionally, Verizon alleged infringement of U.S. Patents: 5,410,344 ("Apparatus and Method of Selecting Video Programs Based on Viewers' Preferences"), 5,635,979 ("Dynamically Programmable Digital Entertainment Terminal Using Downloaded Software to Control Broadband Data Operations"), 5,973,684 ("Digital Entertainment Terminal Providing Dynamic Execution in Video Dial Tone Networks"), 7,561,214 ("Two-dimensional Navigation of Multiplexed Channels in a Digital Video Distribution System"), 6,367,078 ("Electronic Program-Guide System with Sideways-Surfing Capability"). On March 15, 2010, Verizon filed an amended answer further alleging infringement of U.S. Patent No. 6,381,748 ("Apparatus And Methods For Network Access Using A Set Top Box And Television"). Verizon seeks, among other things, damages and a permanent injunction. On September 17, 2010, the court issued an order denying Verizon's motion to transfer. On June 1-2, 2012, the judge conducted a claim construction hearing on the patents asserted by TiVo against Verizon and the patents asserted by Verizon against TiVo. The Company is incurring material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On January 19, 2010, Microsoft Corporation filed a complaint against TiVo in the United States District Court for

18

the Northern District of California for alleged infringement of the following two patents: U.S. Patent Nos. 6,008,803 ("System for Displaying Programming Information") and 6,055,314 ("System and Method for Secure Purchase and Delivery of Video Content Programs"). The complaint seeks, among other things, damages and a permanent injunction. On April 19, 2010, TiVo served its answer to the complaint, and counterclaimed seeking a declaration that TiVo does not infringe and the patents are invalid. On June 30, 2010, Microsoft filed an amended complaint alleging infringement of the following additional five patents: U.S. Patent Nos. 5,654,748 ("Interactive Program Identification System"), 5,677,708 ("System for Displaying a List on a Display Screen"), 5,896,444 ("Method and Apparatus for Managing Communications Between a Client and a Server in a Network"), 6,725,281 ("Synchronization of Controlled Device State Using State Table and Eventing in Data-Driven Remote Device Control Model"), and 5,648,824 ("Video Control User Interface for Controlling Display of a Video"). The amended complaint seeks, among other things, damages and a permanent injunction. On August 2, 2010, TiVo served its Answer to the amended complaint and counterclaimed, seeking a declaration that TiVo does not infringe and the patents are invalid. On January 13, 2011, TiVo filed a motion to amend its answer and counterclaims to allege infringement of U.S. Patent No. 6,792,195 B2 ("Method and Apparatus Implementing Random Access and Time-Based Functions on a Continuous Stream of Formatted Digital Data"). On February 14, 2011, the Court issued an order granting TiVo's motion to amend its answer to assert U.S. Patent No. 6,792,195 B2 against Microsoft. On March 7, 2011, TiVo filed with the USPTO ex parte reexamination requests for all seven of the patents that Microsoft has asserted against TiVo in this litigation. On the same day, the Company filed a motion to stay this litigation in view of the reexamination requests. The USPTO has granted all of TiVo's reexamination requests, except with respect to U.S. Patent No. 5,896,444. On May 6, 2011, the Court granted TiVo's motion to stay the litigation pending final exhaustion of all reexamination proceedings, including any appeals. . This litigation has been stayed. The Company may incur material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On January 24, 2011, Microsoft Corporation filed a Complaint with the United States International Trade Commission (the “ITC”) requesting that the ITC commence an investigation pursuant to Section 337 of the Tariff Act of 1930, as amended, 19 U.S.C. § 1337, into the importation into the United States, the sale for importation into the United States, and/or the sale within the United States after importation of certain set-top boxes that allegedly infringe the following four patents: U.S. Patent Nos. 5,585,838 ("Program Time Guide"), 5,731,844 ("Television Scheduling System for Displaying a Grid Representing Scheduled Layout and Selecting a Programming Parameter for Displaying or Recording"), 6,028,604 ("User Friendly Remote System Interface Providing Previews of Applications"), and 5,758,258 ("Selective Delivery of Programming for Interactive Televideo System"). The Complaint named TiVo as Respondent. On February 24, 2011, the ITC voted to investigate the complaint filed by Microsoft. The ITC's Chief Administrative Law Judge assigned the case to one of the ITC's six administrative law judges, who will schedule and hold an evidentiary hearing. The administrative law judge will make an initial determination as to whether there is a violation of Section 337; that initial determination is subject to review by the ITC. The ITC will make a final determination in the investigation at the earliest practicable time. The ITC has set a target date for completing the investigation of July 2, 2012. As a result of Microsoft's ITC lawsuit, we expect to incur material expenses this year defending Microsoft's lawsuit filed with the ITC and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On January 24, 2011, Microsoft Corporation filed a complaint against TiVo in the United States District Court for the Western District of Washington for alleged infringement of the following four patents, which are the same four patents alleged to be infringed in Microsoft's Complaint filed on the same date with the Commission: U.S. Patent Nos. 5,585,838 ("Program Time Guide"), 5,731,844 ("Television Scheduling System for Displaying a Grid Representing Scheduled Layout and Selecting a Programming Parameter for Displaying or Recording"), 6,028,604 ("User Friendly Remote System Interface Providing Previews of Applications"), and 5,758,258 ("Selective Delivery of Programming for Interactive Televideo System"). On March 3, 2011, TiVo filed a motion to stay this litigation in view of the International Trade Commission investigation referenced above, and to transfer the litigation to the more convenient forum of the United States District Court for the District of Northern California. Under the February 18, 2011 stipulated order, because TiVo filed a motion to stay the litigation, the time for TiVo to answer the Complaint has been extended indefinitely until TiVo's motion to stay and transfer has been decided on the merits. On May 19, 2011, the district court granted TiVo's motion to stay and transferred the case to the Northern District of California. This litigation has been stayed. The Company intends to defend this action and the action before the Commission vigorously; however, the Company is incurring expenses in connection with this lawsuit, which could become material in the future, and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

19

On March 12, 2010, AT&T Intellectual Property I, L.P., and AT&T Intellectual Property II, L.P. (collectively, "AT&T") filed a complaint against TiVo Inc. in the United States District Court for the Northern District of California for infringement of the following four patents: U.S. Patent Nos. 5,809,492 ("Apparatus and Method for Defining Rules for Personal Agents"), 5,922,045 ("Method and Apparatus for Providing Bookmarks when Listening to Previously Recorded Audio Programs"), 6,118,976 ("Asymmetric Data Communications System"), and 6,983,478 ("Method and System for Tracking Network Use"). The complaint seeks, among other things, damages for past infringement and a permanent injunction. On May 3, 2010, TiVo served its Answer to the complaint and counterclaimed, seeking a declaration that TiVo does not infringe and the patents are invalid. On December 3, 2010, TiVo filed with the USPTO requests for reexamination of all four of the patents asserted by AT&T in this litigation. TiVo filed an inter partes reexamination request for U.S. Patent No. 6,983,478, and ex parte reexamination requests for U.S. Patent Nos. 5,809,492, 5,922,045, and 6,118,976. On December 6, 2010, TiVo filed a motion to stay this litigation in view of the reexamination requests. On December 17, 2010, AT&T filed an Amended Complaint for Patent Infringement, adding to its claims allegations of inducing infringement, contributory infringement, and willful infringement. On January 20, 2011, TiVo served its Answer to the amended complaint, again seeking a declaration that TiVo does not infringe and the patents are invalid. On February 1, 2011, TiVo filed a Notice with the Court that the USPTO had granted all four of TiVo's petitions for reexamination of the patents asserted by AT&T in this litigation: on January 18, 2011, the USPTO granted TiVo's petition for ex parte reexamination of all asserted claims of U.S. Patent No. 5,809,492; on January 24, 2011, the USPTO granted TiVo's petition for ex parte reexamination of all asserted claims of U.S. Patent No. 6,118,976; on January 26, 2011, the USPTO granted TiVo's petition for inter partes reexamination of all asserted claims of U.S. Patent No. 6,983,478; and on January 31, 2011, the USPTO granted TiVo's petition for ex parte reexamination of all asserted claims of U.S. Patent No. 5,922,045. On March 1, 2011, the Court issued an order granting TiVo's motion to stay. This litigation has been stayed. The Company may incur material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On February 25, 2011, Motorola Mobility, Inc. and General Instrument Corporation, a subsidiary of Motorola, filed a complaint against us in the United States District Court for the Eastern District of Texas seeking declaratory judgment of non-infringement and invalidity of two of the patents we asserted against Verizon in our August 26, 2009 complaint. Additionally, Motorola alleged infringement of U.S. Patents: 6,304,714 (“In Home Digital Video Unit with Combined Archival Storage and High-Access Storage”), 5,949,948 (“Method and Apparatus for Implementing Playback Features for Compressed Video”) and 6,356,708 (“Method and Apparatus for Implementing Playback Features for Compressed Video”). Motorola seeks, among other things, damages and a permanent injunction. On April 18, 2011, TiVo served its Answer to the complaint and counterclaimed, seeking a declaration that TiVo does not infringe and the patents are invalid. On April 20, 2011, Motorola filed a Reply to TiVo's counterclaims. A status conference was held on June 1, 2011 where the magistrate judge indicated that trial would likely be scheduled for September 2012. We expect to incur material expenses in connection with this lawsuit, and in the event we were to lose, we could be forced to pay damages for infringement, to license technology from Motorola, and we could be subject to an injunction preventing us from infringing Motorola's technology or otherwise affecting our business, and in any such case, our business would be harmed. No loss is considered probable or estimable at this time.

On August 25, 2010, Ganas, LLC ( "Ganas") filed a complaint against twenty-three defendants, including TiVo Inc., Sabre Holdings Corporation, DIRECTV, DISH DBS Corporation, The Charles Schwab Corporation, E*Trade Securities, LLC, Hewlett-Packard Corporation, Adobe Systems Incorporated, and others in the United States District Court for the Eastern District of Texas for infringement of the following four patents: U.S. Patent Nos. 7,136,913 ("Object oriented communication among platform independent systems across a firewall over the internet using HTTP-SOAP"); 7,325,053 ("Object oriented communication among platform-independent systems over networks using SOAP"); 7,734,756 ("Object oriented communication among platform independent systems over networks using SOAP"); and 7,007,094 ("Object oriented communications system over the internet"). The complaint seeks, among other things, damages for past infringement and a permanent injunction. On October 19, TiVo filed its answer to the Ganas complaint. On April 28, 2011, Ganas voluntarily dismissed its complaint against TiVo.

On November 9, 2010, Olympic Developments AG, LLC (“Olympic”) sued TiVo and 10 other companies alleging infringement of U.S. Patent Nos. 5,475,585 (“Transactional Processing System”) and 6,246,400 (“Device for controlling Remote Interactive Receiver”). On November 18, 2010, Olympic filed its First Amended Complaint for Patent Infringement, adding DIRECTV, Inc. as a defendant. The complaint alleges that Olympic is the exclusive licensee with respect to the Defendants of the patents allegedly infringed. The complaint alleges that TiVo has infringed, “requires and/or directs” users to infringe, and has contributed to the infringement of one of more of the

20

claims of the '400 patent. The '400 patent has expired. On May 13, 2011, Olympic filed its Second Amended Complaint for Patent Infringement. The Company intends to defend itself vigorously in this matter. The Company may incur expenses in connection with this litigation that may become material in the future and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On November 10, 2010, Guardian Media Technologies sued TiVo and 35 other companies in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent No. 4,930,158 (“Selective Video Playing System”) and 4,930,160 (“Automatic Censorship of Video Programs”). The complaint alleges that Guardian Media Technologies is the owner by assignment of the patents allegedly infringed. The complaint further alleges that prior to the expiration of the patents in 2007, TiVo had infringed, contributorily infringed and/or actively induced infringement of the '158 patent and '160 patent by making, having made, installing, using, importing, providing, supplying, distributing, selling and/or offering for sale products and/or systems that infringed or, when used, infringed one or more claims of the patent. The complaint alleges that TiVo's infringement was willful. Guardian had previously sued TiVo and more than 30 other companies on the same patents in late 2008 in the U.S. District Court for the Central District of California. In June 2009, the California court dismissed Guardian's complaint against TiVo and other defendants. Guardian subsequently re-filed its complaint against TiVo in California, but then Guardian voluntarily dismissed the California complaint in late 2009. In April 2011, TiVo entered into an immaterial settlement agreement with Guardian and the Texas case was dismissed with prejudice on May 6, 2011.

On December 20, 2010, Multimedia Patent Trust (“MPT”) sued TiVo and 6 other companies alleging infringement of U.S. Patent Nos. 4,958,226 (“Conditional Motion Compensated Interpolation of Digital Motion Video”); 5,136,377 (“Adaptive Non-Linear Quantizer”); 5,500,678 (“Optimized Scanning of Transform Coefficients in Video Coding”) and 5,227,878 (“Adaptive Coding and Decoding of Frames and Fields of Video”). On March 2, 2011, TiVo entered into a patent license agreement with MPT settling the pending litigation.

Securities Litigation. The Company and certain of its officers and directors ("TiVo defendants") were originally named as defendants in a consolidated securities class action lawsuit filed in the United States District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in the Company's initial public offering ("IPO") as defendants. This class action is brought on behalf of a purported class of purchasers of the Company's common stock from the time of the Company's IPO (October 31, 1999) through December 6, 2000. The central allegation in this action is that the underwriters in the Company's IPO solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased the Company's stock in the IPO and the after-market, and that the TiVo defendants violated the federal securities laws by failing to disclose in the IPO prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 300 issuers have been named in similar lawsuits. In February 2003, after the issuer defendants (including the TiVo defendants) filed an omnibus motion to dismiss, the Court dismissed the Section 10(b) claim as to the Company, but denied the motion to dismiss the Section 11 claim as to the Company and virtually all of the other issuer-defendants. On October 8, 2002, the Company's executive officers who were named as defendants in this action were dismissed without prejudice.

On June 26, 2003, the plaintiffs in the suit announced a proposed settlement with the Company and the other issuer defendants. This proposed settlement was terminated on June 25, 2007, following the ruling by the United States Court of Appeals for the Second Circuit on December 5, 2006, reversing the District Court's granting of class certification in the six focus cases currently being litigated in this proceeding. The proposed settlement had provided that the insurers of all settling issuers would guarantee that the plaintiffs recover $1 billion from non-settling defendants, including the investment banks who acted as underwriters in those offerings. The maximum amount that could be charged to the Company's insurance policy under the proposed settlement in the event that the plaintiffs recovered nothing from the investment banks would have been approximately $3.9 million.

On August 14, 2007, the plaintiffs filed Amended Master Allegations. On September 27, 2007, the Plaintiffs filed a Motion for Class Certification, which was subsequently withdrawn without prejudice by the plaintiffs. Defendants filed a Motion to Dismiss the focus cases on November 9, 2007. On March 26, 2008, the Court ruled on the Motion to Dismiss, holding that the plaintiffs had adequately pleaded their Section 10(b) claims against the Issuer Defendants and the Underwriter Defendants in the focus cases. As to the Section 11 claim, the Court dismissed the claims brought by those plaintiffs who sold their securities for a price in excess of the initial offering price, on the grounds that they could not show cognizable damages, and by those who purchased outside the previously certified class period, on the grounds that those claims were time barred. This ruling, while not binding on the Company's case, provides guidance to all of the parties involved in this litigation. On April 2, 2009, the parties lodged with the

21

Court a motion for preliminary approval of a proposed settlement between all parties to the consolidated action, including the Company and its former officers and directors, as well as numerous other companies and their officers and directors. The proposed settlement provides the plaintiffs with $586 million in recoveries from all defendants, with $100 million being paid on behalf of the Issuer Defendants and their officers and directors by the Issuers' insurers. Accordingly, any direct financial impact of the proposed settlement is expected to be borne by the Company's insurers. The proposed settlement also provides for full releases for the defendants, including the Company and its former officers and directors. On June 12, 2009, the Federal District Court granted preliminary approval of the proposed settlement. On September 10, 2009, the Federal District Court held the fairness hearing for final approval of the settlement. On October 6, 2009, the District Court issued an order granting class certification and final approval of the settlement. Several individuals or groups of individuals have filed petitions to appeal and/or notices of appeal with the United States Court of Appeals for the Second Circuit. The Second Circuit Court of Appeals has not yet addressed any of the pending petitions to appeal or notices of appeal. Therefore, the District Court's order granting class certification and final approval of the settlement may still be subject to appellate review by the Second Circuit Court of Appeals. There can be no assurance that the District Court's approval will not be overturned by the Second Circuit Court of Appeals. The Company may incur expenses in connection with this litigation that may become material in the future. No loss is considered probable or estimable at this time.

On October 3, 2007, Vanessa Simmonds filed a complaint against the Company's former lead underwriters Credit Suisse Group and Bank of America ("Lead Underwriters"), with the Company named as a nominal defendant, in the U.S. District Court for the Western District of Washington alleging violations of Section 16(b) in connection with the Company's initial public offering and associated transactions in the Company's stock in the six month period following the Company's initial public offering by the Company's Lead Underwriters. On or about December 3, 2007, Ms. Simmonds delivered a copy of the complaint to the Company. The complaint is directed solely at the initial public offering underwriters, not at the Company, and does not seek any damages or recovery from the Company. On February 25, 2008, the plaintiff filed an amended complaint which is substantially similar to the initial complaint and continues to name the Company only as a nominal defendant, but which also names Credit Suisse Securities (USA), Bank of America Corporation, and Robertson Stephens, Inc. as defendants. Ms. Simmonds filed similar actions in the same Court against various underwriters with respect to the initial public offerings of fifty-three other issuers. The fifty-four actions were coordinated by the Court. On July 25, 2008, thirty of the issuers, including the Company (collectively, the "Moving Issuers"), in the coordinated proceeding filed a Joint Motion to Dismiss. Also on July 25, 2008, all of the underwriter defendants in the coordinated proceeding filed an Omnibus Motion to Dismiss. The hearing on the motions to dismiss was held on January 16, 2009. On March 12, 2009, the Court granted both the Moving Issuers' Joint Motion to Dismiss and the Underwriters' Omnibus Motion to Dismiss. The Court held that the plaintiff's demand letters to the Moving Issuers were legally insufficient and therefore the plaintiff lacked standing to maintain the thirty Section 16(b) suits relating to the Moving Issuers. Accordingly, the Court granted without prejudice the Moving Issuers' Joint Motion to Dismiss, and further held that it would not permit the plaintiff to amend her demand letters. In regard to the Underwriters' Omnibus Motion to Dismiss, the Court held that the remaining twenty-four Section 16(b) suits were barred by the statute of limitations, and accordingly granted with prejudice the Omnibus Motion to Dismiss as to those suits. On March 31, 2009, plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit of the District Court's dismissal of these fifty-four actions. On April 14, 2009, the underwriter defendants filed a notice of cross-appeal of that portion of the District Court's order dismissing without prejudice the thirty Section 16(b) suits relating to the Moving Issuers, on the grounds that such dismissal should be with prejudice. The hearing on plaintiff's appeal and the underwriter defendants' cross appeal was held before the Ninth Circuit Court of Appeals on October 5, 2010.

On December 2, 2010, the Ninth Circuit Court of Appeals issued its ruling on plaintiff's appeal and the underwriter defendants' cross appeal. In its ruling, the Court of Appeals affirmed the District Court's conclusion that the plaintiff's demand letters to the thirty Moving Issuers (including the Company) were legally insufficient. In addition, the Court of Appeals vacated the District Court's dismissal orders as to the actions brought against the Moving Issuers, with instructions that the District Court dismiss those thirty actions with prejudice. With respect to the underwriter defendants' cross appeal, the Court of Appeals reversed the District Court's conclusion that the remaining twenty-four actions were barred by the statute of limitations, and remanded those twenty-four actions with instructions for the District Court to allow the underwriter defendants and remaining issuers to file a motion challenging the sufficiency of the plaintiff's demand letters under applicable law.

On December 16, 2010, plaintiff filed a petition with the Ninth Circuit Court of Appeals for rehearing en bancof the Court's December 2, 2010 ruling, and the underwriter defendants filed a petition for panel rehearing or rehearing en banc. On January 18, 2011, the Ninth Circuit Court of Appeals issued an Order and Amended

22

Opinion, in which the Court denied the petitions for rehearing. Subsequently, plaintiff and the underwriter defendants respectively filed motions with the Ninth Circuit Court of Appeals for a stay of the mandate, pending the filing of a petition for writ of certiorari in the United States Supreme Court. The Ninth Circuit Court of Appeals granted these motions by orders dated January 25 and January 26, 2011. On April 5, 2011, plaintiff filed a petition for writ of certiorari in the United States Supreme Court, and on April 15, 2011, the underwriter defendants filed a petition for writ of certiorari in the United States Supreme Court. On May 12, 2011, Simmonds filed an opposition to the Underwriters cert petition (concerning whether the 2-year statute of limitations should be subject to tolling and under what circumstances). On May 27, 2011, the Moving Issuers filed a response to the Simmonds cert petition in the 16(b) litigation (concerning the adequacy of Simmonds pre-suit demands). The respective petitions for writ of certiorari are pending, and the appeal and cross appeal may be subject to further proceedings. The Company may incur expenses in connection with this litigation that may become material in the future and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

From time to time, the Company is involved in numerous lawsuits as well as subject to various legal proceedings, claims, threats of litigation, and investigations in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment and other matters. The Company assesses potential liabilities in connection with each lawsuit and threatened lawsuits and accrues an estimated loss for these loss contingencies if both of the following conditions are met: information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. While certain matters to which the Company is a party specify the damages claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated. As of April 30, 2011, the Company has not accrued any liability for any lawsuits filed against the Company, as the Company has neither determined that it is probable that a liability has been incurred at the date of the financial statements nor that the amount of any loss can be reasonably estimated. The Company expenses legal costs as they are incurred.

6. CONVERTIBLE SENIOR NOTES

On March 10, 2011 the Company issued $150.0 million aggregate principal amount of 4.00% convertible senior subordinated notes due March 15, 2016 for which it received approximately $144.5 million in net proceeds. On March 30, 2011, the Company issued an additional $22.5 million aggregate principal amount of the convertible senior subordinated notes and received approximately $21.8 million in net proceeds pursuant to the exercise of the initial purchaser's overallotment option. The effective interest rate of these notes is not materially different than the stated interest rate of 4.00%. These notes have a conversion price of $11.16 per share of TiVo's common stock. The conversion option has no cash settlement provisions. Total issuance costs for the convertible notes and the overallotment was $6.4 million. The Company uses the straight-line method to amortize its debt issuance costs which yields a similar result as the effective interest rate method. The Company believes that the conversion option meets the scope exception because it is indexed to the Company's own stock and is classified in stockholders' equity.  Thus, the conversion option does not meet the criterion for separate accounting as a derivative.

The Company will pay 4.00% interest per annum on the outstanding principal amount of the notes semi-annually on March 15 and September 15 of each year beginning in September 2011. Interest began to accrue on March 10, 2011.  The notes are unsecured senior obligations of the Company. These notes were offered and sold only to qualified institutional investors, as defined in Rule 144 under the Securities Act of 1933 (“Securities Act”), and the notes and the shares of our common stock issuable upon conversion of the notes have not been registered under the Securities Act.

The Company may not redeem the notes prior to their maturity date although investors may convert the notes into TiVo common stock at any time until March 14, 2016 at their option. The Notes will be convertible at an initial conversion rate of 89.6359 shares of the Company's common stock per $1,000 principal amount of Notes, subject to adjustment upon certain events, which is equivalent to a conversion price of approximately $11.16 per share of the Company's common stock. The conversion rate will be adjusted for certain dilutive events and will be increased in the case of corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture). The holders of the Notes will have the ability to require the Company to repurchase the Notes in whole or in part upon the occurrence of an event that constitutes a “Fundamental Change” (as defined in the Indenture including

23

such events as a "change in control" or "termination of trading"). In such case, the repurchase price would be 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase price. 

Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the notes, including, among other events, the Company's failure to file with the SEC the reports required pursuant to Section 13 or 15(d) of the Securities Exchange of 1934, as amended, within 180 days after the time such report was required to be filed.

7. NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, excluding unvested restricted stock.

Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, stock awards, and performance stock awards and are calculated using the treasury stock method. Also included in the weighted average effect of dilutive securities is the diluted effect of the convertible senior notes which is calculated using the if-converted method.

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended April 30,
	2011		2010
	(in thousands, except per share amount)
Numerator:
Net income (loss)	$	139,025	$	(14,200	)
Interest on dilutive notes	1,033		—
Net Income for purpose of computing net income per diluted share	140,058		(14,200		)
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock	115,245		111,490
Weighted average effect of dilutive securities:
Stock options and restricted stock	3,902		—
Convertible senior notes	15,462
Denominator for diluted net income (loss) per common share	134,609		111,490
Basic net income (loss) per common share	$	1.21	$	(0.13	)
Diluted net income (loss) per common share	$	1.04	$	(0.13	)

The weighted average number of shares outstanding used in the computation of basic and diluted net loss in the quarter ended April 30, 2011 and 2010 per share does not include the effect of the following potentially outstanding common stock because the effect would have been anti-dilutive:

	As of April 30,
	2011	2010
	(in thousands)
Unvested restricted stock	2,818	4,900
Options to purchase common stock	4,834	10,979
Potential shares to be issued from ESPP	—	314
Total	7,652	16,193

8. STOCK-BASED COMPENSATION

Total stock-based compensation for the three months ended April 30, 2011 and 2010, respectively is as follows: 

24

	Three Months Ended April 30,
	2011		2010
	(In thousands)
Cost of service revenues	$	175	$	132
Cost of technology revenues	563		484
Research and development	2,526		1,786
Sales and marketing	911		817
General and administrative	3,482		2,367
Deferred cost of technology revenues	43		—
Stock-based compensation before income taxes	$	7,700	$	5,586
Income tax benefit	—		—
Total stock-based compensation	$	7,700	$	5,586

25

9. DISH NETWORK CORPORATION

Settlement and Patent License Agreement

As discussed in Note 5. above, on April 29, 2011, TiVo entered into a Settlement and Patent License Agreement with EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”).  Under the terms of the agreement, DISH and EchoStar agreed to pay TiVo $500.0 million, including an initial payment of $300.0 million received by TiVo on May 2, 2011 with the remaining $200.0 million to be distributed in six equal annual installments of $33.3 million between 2012 and 2017. TiVo, DISH, and EchoStar agreed to dismiss all pending litigation between the companies with prejudice and to dissolve all injunctions against DISH and EchoStar. The parties also granted certain patent licenses to each other. TiVo granted DISH a license under its Time Warp patent (US Pat. No. 6,233,389) and certain related patents, for the remaining life of those patents. TiVo also granted EchoStar a license under the same '389 patent and certain related patents, for the remaining life of those patents, to design and make certain DVR-enabled products solely for DISH and two international customers. EchoStar granted TiVo a license under certain DVR-related patents for TiVo-branded, co-branded and ingredient-branded products.

The agreement includes multiple elements consisting of: (i) an exchange of licenses to intellectual property, including covenants not to assert claims of patent infringement for the period April 29, 2011 until the expiration of the last to expire of the covered patents, which is July 30, 2018, (ii) an interest income component related to the past infringement, and (iii)  the settlement of all outstanding litigation and claims between TiVo and EchoStar and DISH. The proceeds of the agreement were allocated amongst the principal elements of the transaction.

The Company estimated the fair value of each element using an income approach. The significant inputs and assumptions used in this valuation included actual past and projected future subscription base, estimated DVR penetration rates, estimated market-based royalty rates, estimated risk-adjusted discount rates, and useful lives, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and is based upon a number of factors. Changes in these assumptions may have had a substantial impact on the fair value assigned to each element. These inputs and assumptions represent management's best estimates at the time of the transaction.

The total consideration of $500.0 million was allocated on a relative fair value basis as $175.7 million to the past infringement and litigation settlement element, $2.9 million to interest income related to past infringement and $321.4 million to the future license royalties element. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the quarter ended April 30, 2011. The amount related to interest income was recorded under “Interest income” in the quarter ended April 30, 2011. $321.4 million of future license royalties will be recorded as technology revenue at the lesser of the cumulative straight-line amortization over the remaining life of the patent through July 30, 2018 or the cumulative cash proceeds received. As a result, revenue from license royalties will never be recorded in excess of cash payments received.

Revenue from the agreement is expected to be recognized as follows:

Fiscal Year	Technology Revenues
	(in thousands)
2012	$33,246
2013	44,328
2014	44,328
2015	44,328
2016	44,328
2017	44,328
2018	44,328
2019	22,164
Total	$321,378

10. COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) are as follows:

26

	Three Months Ended April 30,
	2011			2010
	(In thousands)
Net income (loss)	$	139,025		$	(14,200	)
Other comprehensive income (loss):
Available-for-sale securities:
Unrealized gain (loss) on marketable securities	(4		)	(76		)
Reclassification adjustment for gains on available-for-sale securities recognized during the period	$	510		$	—
Subtotal available-for-sale securities	$	506		$	(76	)
Total comprehensive income (loss)	$	139,531		$	(14,276	)

11. INCOME TAXES

The Company has determined its interim tax provision projecting an estimated annual effective tax rate. For the three months ended April 30, 2011, the Company recorded a provision for income taxes of $1.1 million yielding an effective tax rate of 0.8%. The  income taxes are comprised primarily of state income taxes. The Company projects that it will be in a federal and state taxable income position for the year ended January 31, 2012, however the Company also estimates that it will release valuation allowance previously recorded against deferred tax assets as the deferred tax assets can be utilized against the taxable income or assessed tax. The Company continues to maintain a full valuation allowance against the remaining deferred tax as realization is dependent upon future earnings, the timing, and amount of which are uncertain.

12. SUBSEQUENT EVENTS

On May 5, 2011, TiVo Inc. and Comcast Corporation (“Comcast”) entered into a new agreement (the “VOD Agreement”) to enable TiVo subscribers with TiVo Premiere set-top boxes to access Comcast's Xfinity TV On Demand service, and concurrently, TiVo, on the one hand, and Comcast STB Software DVR LLC and Comcast, on the other hand, entered into a Mutual Termination Agreement (the “MTA”) effective May 5, 2011, which terminates the Licensing and Marketing Agreement between them having an effective date of March 15, 2005 (the “Original Agreement”). Under the VOD Agreement, TiVo and Comcast have agreed to make the Xfinity TV On Demand service accessible on TiVo Premiere set-top boxes in certain of Comcast's largest markets.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with the condensed consolidated financial statements and the accompanying notes included in this report and our most recent annual report on Form 10-K filed on March 14, 2011, the sections entitled “Risk Factors” in Item 1A of our most recent annual report on Form 10-K and Part II, Item 1A of this quarterly report, as well as other cautionary statements and risks described elsewhere in this report and our most recent annual report on Form 10-K filed on March 14, 2011, before deciding to purchase, sell or hold our common stock.

Company Overview

We are a leading provider of technology and services for advanced television solutions, including digital video recorders and in the future non-DVR set-top boxes and connected televisions. The TiVo service redefines home entertainment by providing consumers with an easy intuitive way to record, watch, and control television and receive videos, pictures, and movies from cable, broadcast, and broadband sources. We offer features such as Season Pass™ recordings, integrated search (including content from both traditional linear television, VOD, and broadband sources in one user interface), WishList^® searches, the ability to transfer content from our DVR to other consumer electronics devices, access to broadband video content, TiVo Online/Mobile Scheduling, and an iPad application. As of April 30, 2011, there were approximately 2.0 million subscriptions to the TiVo service through our TiVo-Owned and MSO/Broadcaster businesses. In our TiVo-Owned business, we distribute the TiVo DVR through consumer electronics retailers and through our on-line store at TiVo.com and, in the future, we have agreements with Comcast and Cox for them to market and provide free installation services for TiVo Premiere customers in select regions who also subscribe to Comcast's or Cox's television service in those regions. Additionally, in MSO/

27

Broadcaster business, we provide the TiVo service through agreements with leading satellite and cable television service providers such as DIRECTV, RCN, Cablevision Mexico, Virgin Media (U.K.), and Suddenlink (U.S.), and in the future ONO (Spain), Canal Digital (Scandinavia) and Charter Communications (U.S.). We also provide innovative marketing solutions for the television industry, including a unique platform for advertising and audience research measurement services and are in the process of developing a broadband connected television incorporating the TiVo user interface and non-DVR software with Best Buy’s Insignia brand television sets.

Executive Overview

Fiscal year 2012

In the fiscal year ending January 31, 2012, we will continue to be focused on our efforts to build leading advanced television products, enter into new distribution agreements, engage in development work for existing distribution agreements, and commence and continue deployment activities for our existing distribution agreements. Additionally, we have been and will continue to actively protect our intellectual property. For the fiscal year ending January 31, 2012 we expect to focus on the following priorities: 

•We expect to continue our efforts to increase our subscription base by adding new subscriptions through our TiVo-Owned direct and retail sales with the roll out of our new products, as well as our mass distribution partnerships both in the U.S. and globally. However, we likely will experience further net losses in our overall subscription base in fiscal year 2012. This decrease is due to continued competition and our efforts to efficiently manage the amount of retail marketing dollars we are devoting to acquisition activities. This is resulting in TiVo-Owned subscription cancellations exceeding our TiVo-Owned gross subscription additions. Additionally, we expect continued losses in our installed base of MSOs/Broadcasters subscriptions until the future launch or broad deployment of our distribution deals such as DIRECTV, Virgin, ONO, Canal Digital, and Charter, which are still in development and/or the early phases of deployment.

•As a result of the continuation of recently launched lower hardware pricing and higher subscription pricing (which allow consumers to pay lower upfront costs for the TiVo box with higher monthly subscription fees), we expect to have near-term decreases in TiVo Hardware revenue leading to near term increases in total acquisition costs and subscription acquisition costs. However, we expect that this lower hardware pricing will have a positive impact on our TiVo-Owned ARPU and Service revenues over time leading to a positive impact to our financial results in the future as we start realizing higher monthly subscription fees.

•We believe that investments in research and development are critical to remaining competitive and being a leader in advanced television solutions that go beyond the DVR. Therefore, we plan to increase our research and development spending from the prior year by an additional $25 million to $30 million in our current fiscal year to engage in these new technological and product developments such as but not limited to development to integrate the TiVo service onto non-DVR set-top boxes and connected televisions, development of multi-room and multi-device offerings, increasing the capacity to handle increased operator deployments and gaining more efficiency in our distribution efforts.  

•We will continue our efforts to protect our technological innovations and intellectual property. As a result, we expect our litigation expenses for our ongoing patent infringement lawsuits, which include our ongoing lawsuits involving AT&T, Verizon, Microsoft, and Motorola Mobility, to increase significantly from our most recent fiscal year ended January 31, 2011.

•We expect to continue development efforts under our existing MSO deployment agreements. To the extent that the upfront development effort is not paid for through development fees from such arrangements, but is recoverable through future service fees from the MSOs, we will defer the cost of the development and expense it in our Statement of Operations until later when related revenues from service fees are received and first recognized as technology revenues until the previously deferred costs of development are expensed. However, despite the deferral of these development costs, we do incur cash expenses associated with these development efforts resulting in potentially higher cash usage in the near term.

Key Business Metrics

Management periodically reviews certain key business metrics in order to evaluate our operations, allocate resources, and drive financial performance in our business. Management monitors these metrics together and not individually as it does not make business decisions based upon any single metric.

Subscriptions. Management reviews this metric, and believes it may be useful to investors, in order to

28

evaluate our relative position in the marketplace and to forecast future potential service revenues. Below is a table that details the change in our subscription base during the last eight quarters. The TiVo-Owned lines refer to subscriptions sold directly or indirectly by TiVo to consumers who have TiVo-enabled DVRs and for which TiVo incurs acquisition costs. The MSOs/Broadcasters lines refer to subscriptions sold to consumers by MSOs/Broadcasters such as DIRECTV, Cablevision Mexico, Virgin Media (United Kingdom), RCN, Suddenlink, and Comcast (under the prior agreement with Comcast) and for which TiVo expects to incur little or no acquisition costs. Additionally, we provide a breakdown of the percent of TiVo-Owned subscriptions for which consumers pay recurring fees, including on a monthly and a prepaid one, two, or three year basis, as opposed to a one-time prepaid product lifetime fee.

	Three Months Ended
(Subscriptions in thousands)	Apr 30, 2011		Jan 31, 2011		Oct 31, 2010		Jul 31, 2010		Apr 30, 2010		Jan 31, 2010		Oct 31, 2009		Jul 31, 2009
TiVo-Owned Subscription Gross Additions:	27		60		35		32		33		46		34		31
Subscription Net Additions/(Losses):
TiVo-Owned	(58	)	(55	)	(45	)	(48	)	(51	)	(72	)	(45	)	(42	)
*MSOs/Broadcasters	(30	)	(168	)	(67	)	(77	)	(45	)	(59	)	(269	)	(104	)
Total Subscription Net Additions/(Losses)	(88	)	(223	)	(112	)	(125	)	(96	)	(131	)	(314	)	(146	)
Cumulative Subscriptions:
TiVo-Owned	1,208		1,266		1,321		1,366		1,414		1,465		1,537		1,582
MSOs/Broadcasters	753		783		951		1,018		1,095		1,140		1,199		1,468
Total Cumulative Subscriptions	1,961		2,049		2,272		2,384		2,509		2,605		2,736		3,050
Fully Amortized Active Lifetime Subscriptions	307		310		282		280		282		279		237		219
% of TiVo-Owned Cumulative Subscriptions paying recurring fees	57	%	56	%	56	%	56	%	57	%	58	%	58	%	59	%

We define a “subscription” as a contract referencing a TiVo-enabled DVR for which (i) a consumer has committed to pay for the TiVo service and (ii) service is not canceled. We count product lifetime subscriptions in our subscription base until both of the following conditions are met: (i) the period we use to recognize product lifetime subscription revenues ends; and (ii) the related DVR has not made contact to the TiVo service within the prior six month period. Product lifetime subscriptions past this period which have not called into the TiVo service for six months are not counted in this total. We amortize all product lifetime subscriptions over a 60 month period. We are not aware of any uniform standards for defining subscriptions and caution that our presentation may not be consistent with that of other companies. Additionally, the subscription fees that our MSOs/Broadcasters pay us are typically based upon a specific contractual definition of a subscriber or subscription which may not be consistent with how we define a subscription for our reporting purposes nor be representative of how such subscription fees are calculated and paid to us by our MSOs/Broadcasters. Our MSOs/Broadcasters subscription data is based in part on reporting from our third party MSOs/Broadcasters partners.

TiVo-Owned subscriptions declined by 58,000 subscriptions decreasing the TiVo-Owned installed subscription base to approximately 1.2 million subscriptions as of April 30, 2011 as compared to January 31, 2011. We believe this decrease in total TiVo-Owned subscriptions was largely due to continued pressure on subscription gross additions resulting from increased competition from DVRs distributed by cable and satellite companies as we continued to have fewer TiVo-Owned subscription gross additions than we had TiVo-Owned subscription cancellations. As a result of this continued competition and current economic conditions, we likely will experience further net losses in our TiVo-Owned subscription base in the fiscal year ending January 31, 2012.

MSOs/Broadcasters installed subscription base decreased by 30,000 subscriptions to 753,000 subscriptions as of April 30, 2011 as compared to January 31, 2011. The decrease in subscriptions is due to DIRECTV’s promotion of a competing DVR while concurrently not marketing any DVR with TiVo service, as well as the fact that our other mass distribution deals are still in the early phases of development and/or deployment. We have agreed to work with DIRECTV to develop a version of the TiVo service for DIRECTV’s broadband-enabled HD DVR platform for deployment by DIRECTV in the future. This product is currently in the acceptance testing phase with DIRECTV. We expect current MSOs/Broadcasters trends to continue until more of our deployments commence such as DIRECTV, Charter, and others and Virgin and others move into additional markets.

TiVo-Owned Churn Rate per Month. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our ability to retain existing TiVo-Owned subscriptions (including both monthly and

29

product lifetime subscriptions) by providing services that are competitive in the market. Management believes factors such as service enhancements, service commitments, higher customer satisfaction, and improved customer support may improve this metric. Conversely, management believes factors such as increased competition, lack of competitive service features such as high definition television recording capabilities in our older model DVRs or access to certain digital television channels or MSO Video-on-Demand services, as well as, increased price sensitivity and installation and CableCARD^TM technology limitations may cause our TiVo-Owned Churn Rate per month to increase.

We define the TiVo-Owned Churn Rate per month as the total TiVo-Owned subscription cancellations in the period divided by the Average TiVo-Owned subscriptions for the period (including both monthly and product lifetime subscriptions), which then is divided by the number of months in the period. We calculate Average TiVo-Owned subscriptions for the period by adding the average TiVo-Owned subscriptions for each month and dividing by the number of months in the period. We calculate the average TiVo-Owned subscriptions for each month by adding the beginning and ending subscriptions for the month and dividing by two. We are not aware of any uniform standards for calculating churn and caution that our presentation may not be consistent with that of other companies.

The following table presents our TiVo-Owned Churn Rate per month information:

	Three Months Ended
(Subscriptions in thousands)	April 30, 2011		Jan 31, 2011		Oct 31, 2010		Jul 31, 2010		Apr 30, 2010		Jan 31, 2010		Oct 31, 2009		Jul 31, 2009
Average TiVo-Owned subscriptions	1,238		1,296		1,345		1,390		1,437		1,506		1,560		1,604
TiVo-Owned subscription cancellations	(85	)	(115	)	(80	)	(80	)	(84	)	(118	)	(79	)	(73	)
TiVo-Owned churn rate per month	(2.3	)%	(3.0	)%	(2.0	)%	(1.9	)%	(2.0	)%	(2.6	)%	(1.7	)%	(1.5	)%

Included in our TiVo-Owned Churn Rate per month are those product lifetime subscriptions that have both reached the end of the revenue recognition period and whose DVRs have not contacted the TiVo service within the prior six months. Conversely, we do not count as churn product lifetime subscriptions that have not reached the end of the revenue recognition period, regardless of whether such subscriptions continue to contact the TiVo service. TiVo-Owned Churn Rate per month was (2.3)% for the quarter ended April 30, 2011, as compared to (2.0)% for the same prior year period resulting from an increase in churn among our subscribers with older single and dual tuner model DVRs. We expect churn to increase further on a percentage basis in the fiscal year ending January 31, 2012 as compared to the fiscal year ended January 31, 2011 as a result of a continued increase in inactive product lifetime subscriptions, competition from other providers, and the growing importance of encrypted digital and high definition television recording capabilities which can only be accessed through either a cable or satellite provided set-top box or through a box which incorporates CableCARD™ technology (which is only available through cable and some telecommunications providers) and a switched digital adapter if necessary.

Subscription Acquisition Cost or SAC. Management reviews this metric, and believes it may be useful to investors, in order to evaluate trends in the efficiency of our marketing programs and subscription acquisition strategies. We define SAC as our total TiVo-Owned acquisition costs for a given period divided by TiVo-Owned subscription gross additions for the same period. We define total acquisition costs as sales and marketing, subscription acquisition costs less net TiVo-Owned related hardware revenues (defined as TiVo-Owned related gross hardware revenues less rebates, revenue share and market development funds paid to retailers) plus TiVo-Owned related cost of hardware revenues. The sales and marketing, subscription acquisition costs line item includes advertising expenses and promotion-related expenses directly related to subscription acquisition activities, but does not include expenses related to advertising sales. We do not include third parties’ subscription gross additions, such as MSOs/Broadcasters’ gross additions with TiVo subscriptions, in our calculation of SAC because we typically incur limited or no acquisition costs for these new subscriptions, and so we also do not include MSOs/Broadcasters’ sales and marketing, subscription acquisition costs, hardware revenues, or cost of hardware revenues in our calculation of TiVo-Owned SAC. We are not aware of any uniform standards for calculating total acquisition costs or SAC and caution that our presentation may not be consistent with that of other companies.

30

	Three Months Ended
	April 30, 2011			Jan 31, 2011			Oct 31, 2010			Jul 31, 2010			Apr 30, 2010			Jan 31, 2010			Oct 31, 2009			Jul 31, 2009
	(In thousands, except SAC)
Subscription Acquisition Costs
Sales and marketing, subscription acquisition costs	$	1,233		$	2,214		$	1,398		$	1,366		$	3,191		$	2,022		$	1,206		$	838
Hardware revenues	(6,915		)	(14,436		)	(9,532		)	(9,481		)	(18,169		)	(23,389		)	(10,030		)	(8,762		)
Less: MSOs/Broadcasters-related hardware revenues	2,765			4,431			3,416			1,601			5,437			12,818			190			1,516
Cost of hardware revenues	8,853			24,702			13,566			11,546			19,219			27,962			14,436			12,935
Less: MSOs/Broadcasters-related cost of hardware revenues	(1,795		)	(3,298		)	(2,618		)	(1,222		)	(4,158		)	(12,064		)	(203		)	(1,433		)
Total Acquisition Costs	4,141			13,613			6,230			3,810			5,520			7,349			5,599			5,094
TiVo-Owned Subscription Gross Additions	27			60			35			32			33			46			34			31
Subscription Acquisition Costs (SAC)	$	153		$	227		$	178		$	119		$	167		$	160		$	165		$	164

	Twelve Months Ended
	April 30, 2011			Jan 31, 2011			Oct 31, 2010			Jul 31, 2010			Apr 30, 2010			Jan 31, 2010			Oct 31, 2009			Jul 31, 2009
	(In thousands, except SAC)
Subscription Acquisition Costs
Sales and marketing, subscription acquisition costs	$	6,211		$	8,169		$	7,977		$	7,785		$	7,257		$	5,048		$	4,716		$	5,811
Hardware revenues	(40,364		)	(51,618		)	(60,571		)	(61,069		)	(60,350		)	(48,787		)	(36,279		)	(39,225		)
Less: MSOs/Broadcasters-related hardware revenues	12,213			14,885			23,272			20,046			19,961			14,497			2,041			5,190
Cost of hardware revenues	58,667			69,033			72,293			73,163			74,552			65,909			53,711			55,614
Less: MSOs/Broadcasters-related cost of hardware revenues	(8,933		)	(11,296		)	(20,062		)	(17,647		)	(17,858		)	(13,706		)	(2,027		)	(4,924		)
Total Acquisition Costs	27,794			29,173			22,909			22,278			23,562			22,961			22,162			22,466
TiVo-Owned Subscription Gross Additions	154			160			146			145			144			148			161			171
Subscription Acquisition Costs (SAC)	$	180		$	182		$	157		$	154		$	164		$	155		$	138		$	131

As a result of the seasonal nature of our subscription growth, total acquisition costs vary significantly during the year. Management primarily reviews the SAC metric on an annual basis due to the timing difference between our recognition of promotional program expense and the subsequent addition of the related subscriptions. For example, we have historically experienced increased TiVo-Owned subscription gross additions during the fourth quarter, however, sales and marketing, subscription acquisition activities occur throughout the year.

During the three months ended April 30, 2011, our total acquisition costs were $4.1 million, a decrease of $1.4 million from the same prior year period. This decrease in total acquisition costs was largely related to a decrease of $1.9 million in our sales and marketing, subscription acquisition costs as the prior year period included higher marketing costs related to the launch of the new TiVo Premiere product offset by an increase of $579,000 in our hardware sales gross margin loss due to our new pricing structure that includes a lower upfront box price to consumers resulting in lower upfront hardware price.

During the twelve months ended April 30, 2011 our total acquisition costs were $27.8 million, an increase of $4.2 million compared to $23.6 million during the same prior year period. TiVo's sales and marketing, subscription acquisition costs decreased by $1.0 million, as compared to the same prior year period offset by an increase in TiVo's hardware gross margin losses of $5.3 million as compared to the same prior year period. The increase in SAC of $16, for the twelve months ended April 30, 2011 as compared to the same prior year period, was a result of the increase in total acquisition costs, partially offset by increased subscription gross additions during the twelve month period as compared to the same prior year period.

Average Revenue Per Subscription or ARPU. Management reviews this metric, and believes it may be useful to investors, in order to evaluate the potential of our subscription base to generate revenues from a variety of sources, including service fees, advertising, and audience research measurement. You should not use ARPU as a substitute for measures of financial performance calculated in accordance with GAAP. Management believes it is useful to consider this metric excluding the costs associated with rebates, revenue share, and other payments to channel because of the discretionary and varying nature of these expenses and because management believes

31

these expenses, which are included in hardware revenues, net, are more appropriately monitored as part of SAC. We are not aware of any uniform standards for calculating ARPU and caution that our presentation may not be consistent with that of other companies. Furthermore, ARPU for our MSOs/Broadcasters may not be directly comparable to the service fees we may receive from these partners on a per subscription basis as the fees that our MSOs/Broadcasters pay us may be based upon a specific contractual definition of a subscriber or subscription which may not be consistent with how we define a subscription for our reporting purposes or be representative of how such subscription fees are calculated and paid to us by our MSOs/Broadcasters. For example, an agreement that includes contractual minimums may result in a higher than expected MSOs/Broadcasters ARPU if such fixed minimum fee is spread over a small number of subscriptions.

We calculate ARPU per month for TiVo-Owned subscriptions by subtracting MSOs/Broadcaster-related service revenues (which includes MSOs/Broadcasters’ subscription service revenues and MSOs/Broadcasters’-related advertising revenues) from our total reported net service revenues and dividing the result by the number of months in the period. We then divide the resulting average service revenue by Average TiVo-Owned subscriptions for the period, calculated as described above for churn rate. The following table shows this calculation:

	Three Months Ended
TiVo-Owned Average Revenue per Subscription	April 30, 2011			Jan 31, 2011			Oct 31, 2010			Jul 31, 2010			Apr 30, 2010			Jan 31, 2010			Oct 31, 2009			Jul 31, 2009
	(In thousands, except ARPU)
Total service revenues	33,334			34,453			34,298			35,654			36,244			38,442			37,701			41,500
Less: MSOs/Broadcasters’-related service revenues	(3,962		)	(4,294		)	(3,670		)	(3,819		)	(3,760		)	(4,190		)	(1,893		)	(4,315		)
TiVo-Owned-related service revenues	29,372			30,159			30,628			31,835			32,484			34,252			35,808			37,185
Average TiVo-Owned revenues per month	9,791			10,053			10,209			10,612			10,828			11,417			11,936			12,395
Average TiVo-Owned per month subscriptions	1,238			1,296			1,345			1,390			1,437			1,506			1,560			1,604
TiVo-Owned ARPU per month	$	7.91		$	7.76		$	7.59		$	7.63		$	7.54		$	7.58		$	7.65		$	7.73

The increase in TiVo-Owned ARPU per month for the three months ended April 30, 2011 was largely due to the higher monthly subscription pricing that the Company initiated during the fourth quarter of the fiscal year ended January 31, 2011, as compared to the same prior year period.

We calculate ARPU per month for MSOs/Broadcasters’ subscriptions by first subtracting TiVo-Owned-related service revenues (which includes TiVo-Owned subscription service revenues and TiVo-Owned related advertising revenues) from our total reported service revenues. Then we divide average revenues per month for MSOs/Broadcasters’-related service revenues by the average MSOs/Broadcasters’ subscriptions for the period. The following table shows this calculation:

	Three Months Ended
MSOs/Broadcasters’ Average Revenue per Subscription	April 30, 2011			Jan 31, 2011			Oct 31, 2010			Jul 31, 2010			Apr 30, 2010			Jan 31, 2010			Oct 31, 2009			Jul 31, 2009
	(In thousands, except ARPU)
Total service revenues	33,334			34,453			34,298			35,654			36,244			38,442			37,701			41,500
Less: TiVo-Owned-related service revenues	(29,372		)	(30,159		)	(30,628		)	(31,835		)	(32,484		)	(34,252		)	(35,808		)	(37,185		)
*MSOs/Broadcasters’-related service revenues	3,962			4,294			3,670			3,819			3,760			4,190			1,893			4,315
Average MSOs/Broadcasters’ revenues per month	1,321			1,431			1,223			1,273			1,253			1,397			631			1,438
Average MSOs/Broadcasters’ per month subscriptions	768			905			984			1,063			1,120			1,165			1,378			1,521
*MSOs/Broadcasters’ ARPU per month	$	1.72		$	1.58		$	1.24		$	1.20		$	1.12		$	1.20		$	0.46		$	0.95

The MSOs/Broadcasters’ related service revenues for the quarter ended April 30, 2011 increased $0.60 per subscription to $1.72 per subscription, as compared $1.12 for the same prior year period. The increase in MSOs/Broadcasters’ ARPU is related primarily to DIRECTV's fixed minimum commitment being spread over a declining subscription base and we expect this trend in MSOs/Broadcasters' ARPU to continue until our new deployment agreements launch and gain a significant amount of subscriptions.

Critical Accounting Estimates

In preparing our condensed consolidated financial statements, we make assumptions, judgments and

32

estimates that can have a significant impact on our revenue, operating income (loss) and net income (loss), as well as on the value of certain assets and liabilities on our condensed consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. At least quarterly, we evaluate our assumptions, judgments and estimates and make changes accordingly. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results. With the exception of a change in our accounting policy for revenue recognition, which is more fully described below, during the three months ended April 30, 2011 there were no material changes to our critical accounting policies or in the matters for which we make critical accounting estimates in the preparation of our condensed consolidated financial statements as compared to those disclosed under the heading "Critical Accounting Estimates" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011.

Revenue Recognition

TiVo generates service revenues from fees for providing the TiVo service to consumers and multiple system operators and broadcasters (“MSOs”) and through the sale of advertising and audience research measurement services. We also generate technology revenues from licensing technology and by providing engineering professional services. In addition, we generate hardware revenues from the sale of hardware products that enable the TiVo service. A substantial portion of our revenues is derived from multiple element arrangements.

TiVo recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, collectability is probable, and there are no post-delivery obligations. Service revenue is recognized as the services are performed which generally is ratably over the term of the service period.

Multiple Element Arrangements

TiVo's multiple deliverable revenue arrangements primarily consist of bundled sales of TiVo-enabled DVRs and TiVo service to consumers; arrangements with MSOs which generally include delivery of software customization and set up services, training, post contract support (“PCS”), TiVo-enabled DVRs, and TiVo service; and bundled sales of advertising and audience research measurement services.

In October 2009, the Financial Accounting Standards Board (“FASB”) amended accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product's essential functionality from the scope of industry specific software revenue recognition guidance. In October 2009, the FASB also amended the accounting standards for multiple deliverable revenue arrangements to:

• provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated;

• require an entity to allocate revenue in an arrangement using its best estimated selling price (“BESP”) of deliverables if a vendor does not have vendor-specific objective evidence (“VSOE”) of selling price or third-party evidence (“TPE”) of selling price; and

• eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

TiVo adopted this guidance at the beginning of our first quarter of fiscal year 2012 on a prospective basis for applicable transactions originating or materially modified after January 31, 2011. TiVo applies and will continue to apply the previous applicable accounting guidance for continuing arrangements that originated prior to the adoption date of February 1, 2011. The adoption of the new guidance did not have a significant impact on our consolidated financial statements. TiVo currently does not expect changes in its products, services, bundled arrangements or pricing practices that could have a significant impact on the consolidated financial statements in periods post adoption; however, this may change in the future.

TiVo allocates revenue to each element in a multiple-element arrangement based upon their relative selling price. We determine the selling price for each deliverable using VSOE of selling price or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, we use our BESP for that deliverable. Since the use of the residual method is eliminated under the new accounting standards, any discounts offered by us are allocated to each of the deliverables. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for the respective element. However, revenue recognized for each deliverable is limited to amounts that are not contingent on future performance for other deliverables in the arrangement.

Consistent with its methodology under previous accounting guidance, if available, TiVo determines VSOE of fair value for each element based on historical standalone sales to third parties or from the stated renewal rate for

33

the elements contained in the initial contractual arrangement. TiVo currently estimates selling prices for its PCS, training, TiVo-enabled DVRs for MSOs and TiVo service for consumers based on VSOE of fair value.

In some instances, TiVo may not be able to obtain VSOE of fair value for all deliverables in an arrangement with multiple elements. This may be due to TiVo infrequently selling each element separately or not pricing products within a narrow range. When VSOE cannot be established, we attempt to estimate the selling price of each element based on TPE. TPE would consist of competitor prices for similar deliverables when sold separately. Generally, our offerings contain significant differentiation such that the comparable pricing of products with similar functionality or services cannot be obtained. Furthermore, we sell TiVo-enabled DVRs to consumers whereas our competitors usually lease them to their customers. Therefore, we are typically not able to obtain TPE of selling price.

When TiVo is unable to establish a selling price using VSOE or TPE, which is generally the case for sales of TiVo-enabled DVRs to consumers and advertising and audience research measurement services, we use our BESP in determining the allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a standalone basis. BESP is generally used for offerings that are not typically sold on a standalone basis or for new or highly customized offerings.

TIVo establishes pricing for its products and services by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. When determining BESP for a deliverable that is generally not sold separately, these factors are also considered.

TiVo-enabled DVRs and TiVo service

TiVo sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years or product lifetime and has the option to either pay a monthly fee over the subscription term (monthly program) or to prepay the subscription fee in advance (prepaid program). After the initial committed subscription term, the customers have various pricing options at which they can renew the subscription.

VSOE of fair value for the subscription services is established based on standalone sales of the service and varies by service period. TiVo is not able to obtain VSOE for the DVR element due to infrequent sales of standalone DVRs to consumers. The BESP of the DVR is established based on the price that we would sell the DVR without any service commitment from the customer. Under these bundled programs, revenue is allocated between hardware revenue for the DVR and service revenue for the subscription on a relative selling price basis, with the DVR revenue recognized upon delivery, up to an amount not contingent on future service delivery, and the subscription revenue recognized over the term of the service.

Subscription revenues from product lifetime subscriptions are recognized ratably over our estimate of the useful life of a TiVo-enabled DVR associated with the subscription. The estimates of expected lives are dependent on assumptions with regard to future churn of product lifetime subscriptions. TiVo continuously monitors the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with our current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, we may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period.

End users have the right to cancel their subscription within 30 days of subscription activation for a full refund. TiVo establishes allowances for expected subscription cancellations.

Arrangements with MSOs

TiVo has two different types of arrangements with MSOs under technology deployment and engineering services agreements. Our arrangements with MSOs typically include software customization and set up services, limited training, PCS, TiVo-enabled DVRs, and TiVo service.

In instances where TiVo hosts the TiVo service, we recognize revenue under the general revenue recognition guidance. TiVo determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is probable. Revenue recognition is deferred until such time as all of the criteria are met. Elements in such arrangements usually include DVRs, TiVo service hosting, associated maintenance and support,and training. Non-refundable payments received for customization and set up services are deferred and recognized as revenue ratably over the longer of the contractual or customer relationship period. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the

34

same period as revenue. TiVo has established VSOE for training, DVRs, and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreement. The BESP of TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs, and gross margin objectives. Total arrangement consideration is allocated among individual elements on a relative basis and revenue for each element is recognized when the basic revenue recognition criteria are met for the respective element.

In arrangements where the TiVo does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, we recognize revenue under industry specific software revenue recognition guidance. Under this guidance, such arrangements are accounted for using the percentage-of-completion method or a completed-contract method. The percentage-of-completion method is used if TiVo believes it is able to make reasonably dependable estimates of the extent of progress toward completion and the arrangement as a whole is reasonably expected to be profitable. TiVo measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known.

In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE for undelivered elements in the contract or because of the lack of reasonably dependable estimates of total costs. In these situations, provided that TiVo is reasonably assured that no loss will be incurred under the arrangement, we recognize revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Costs incurred in excess of revenues are deferred up to the amount deemed recoverable. Thereafter, any profit from the engineering professional services is recognized over the period of the maintenance and support or other services that are provided, whichever is longer.

If TiVo cannot be reasonably assured that no loss will be incurred under the arrangement, we will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the contract.

Advertising and Audience Research Measurement Services

Advertising and audience research measurement service revenue is recognized as the service is provided. When advertising and audience measurement services are sold in packages customized for each campaign, they generally lasts for up to three months. Because of the significant customization of offerings, we historically have not been able to obtain VSOE for each element in the package. Accordingly, we would combine all elements in the package as a single unit and recognize revenue ratably over the campaign period. As a result of the updated guidance on multiple element revenue arrangements, we can now estimate BESP for each element in the package and separate them into individual units of accounting. Nonetheless, the new units of accounting have very similar revenue earning patterns and timing and the amounts of revenue recorded in each period are not significantly impacted by the new guidance.

Hardware Revenues

Hardware revenues represent revenues from standalone hardware sales and amounts allocated to hardware elements in multiple element arrangements. Revenues are recognized upon product shipment to the customers or receipt of the products by the customer, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists and collectibility is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product and service returns and these allowances are recorded as a direct reduction of revenues and accounts receivable.

Certain payments to retailers and distributors such as market development funds and revenue share are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. TiVo's policy for revenue share payments is to reduce revenue when these payments are incurred and fixed or determinable. TiVo's policy for market development funds is to reduce revenue at the later of the date at which the related hardware revenue is recognized or the date at which the market development program is offered.

Results of Operations

Net Revenues.

35

Our net revenues for the three months ended April 30, 2011 and 2010 as a percentage of total net revenues were as follows:

	Three Months Ended April 30,
	2011					2010
	(In thousands, except percentages)
Service revenues	$	33,334		73	%	$	36,244		59	%
Technology revenues	$	5,503		12	%	$	6,973		11	%
Hardware revenues	$	6,915		15	%	$	18,169		30	%
Net revenues	$	45,752		100	%	$	61,386		100	%
Change from same prior year period	(25		)%			(11		)%

Service Revenues. The decrease in TiVo-Owned service revenues of $2.9 million in the three months ended April 30, 2011 as compared to the same prior year period was due to a lower cumulative subscription base and an increased number of fully-amortized product lifetime subscriptions which no longer generated subscription revenues.

Technology Revenues. Technology revenues for the three months ended April 30, 2011 decreased by 21% or $1.5 million as compared to the same prior year period primarily due to the fact that some of our newer deployment arrangements such as Virgin provide for lower upfront funding of the development effort, which we expect to recoup later during deployment, and we recognize revenue in these arrangements only after we have the contractual right to invoice the customer. We expect technology revenues to increase in the fiscal year ending January 31, 2012, as we begin to recognize revenues from our agreement with Dish Networks (Refer to Note 9. "Dish Network" of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I. Item 1. of this report).

Hardware Revenues. Hardware revenues, net of allowance for sales returns and net of revenue share and marketing development fund payments for the three months ended April 30, 2011, decreased by $11.3 million as compared to the same prior year period. The decrease in net hardware revenues for the three months ended April 30, 2011 is largely related to the decrease in the number of hardware units sold, as compared to the same prior year period, and the continuation of our recently launched lower hardware pricing and higher subscription pricing (which allow consumers to pay lower upfront costs for the TiVo box with higher monthly subscription fees). During the quarter ended April 30, 2010 we launched our TiVo Premiere boxes which resulted in an increase in hardware units sold during that quarter.

Cost of service revenues.

	Three Months Ended April 30,
	2011			2010
	(In thousands, except percentages)
Cost of service revenues	$	8,800		$	10,403
Change from same prior year period	(15		)%	2		%
Percentage of service revenues	26		%	29		%
Service gross margin	$	24,534		$	25,841
Service gross margin as a percentage of service revenues	74		%	71		%

Cost of service revenues consist primarily of telecommunication and network expenses, employee salaries, service center, credit card processing fees, and other expenses related to providing the TiVo service. Cost of service revenues decreased by $1.6 million, as compared to the same prior year period. This decrease in cost of service revenues is largely related to lower service call center costs.

Cost of technology revenues.

36

	Three Months Ended April 30,
	2011			2010
	(In thousands, except percentages)
Cost of technology revenues	$	7,020		$	5,021
Change from same prior year period	40		%	12		%
Percentage of technology revenues	128		%	72		%
Technology gross margin	$	(1,517	)	$	1,952
Technology gross margin as a percentage of technology revenues	(28		)%	28		%

Cost of technology revenues includes costs associated with our development work primarily for Comcast (for the quarter ended April 30, 2010), DIRECTV, Virgin, and our other international and domestic projects. The increase of $2.0 million in cost of technology revenues in the quarter ended April 30, 2011 related to an increase in the number of customers we were performing development work for in the quarter as compared to the prior year period. The decrease in technology gross margin as compared to the same prior year period is primarily due to both the fact that most of our newer deployment arrangements such as Virgin are accounted for under a zero margin method during the development period and the fact that development work for one current customer resulted in recognition of cost of technology revenues of $1.5 million which will not be recoverable from the customer. Also, the amounts paid by DIRECTV and attributable to development efforts are lower in fiscal year 2011 compared to the same prior year period. In accordance with our revenue recognition policies, we have deferred costs of approximately $19.2 million related to development work, largely related to Virgin and DIRECTV and these costs are recorded on our condensed consolidated balance sheets under deferred cost of technology revenues, current and deferred cost of technology revenues, long-term at April 30, 2011. These costs (up to the amount billed) will be recognized when related revenues are recognized upon billing our customers, as specified in the agreement.

In certain distribution deals, such as Virgin described above, TiVo is not being paid in full for the upfront development cost. However, in exchange, TiVo is receiving guaranteed financial commitments over the duration of the distribution deal. If we are reasonably assured that these arrangements as a whole will be profitable (assuming successful completion of development), we do not expense the development costs that exceed cash payable for the development work as incurred but rather we defer those costs and recognize these costs later when we receive service fees. As a result, a portion of service fees used to recover the initial development costs would be classified as technology revenues and timing of recognition of these costs and revenues may differ from when these costs are actually incurred.

Cost of hardware revenues.

	Three Months Ended April 30
	2011			2010
	(In thousands, except percentages)
Cost of hardware revenues	$	8,853		$	19,219
Change from same prior year period	(54		)%	82		%
Percentage of hardware revenues	128		%	106		%
Hardware gross margin	$	(1,938	)	$	(1,050	)
Hardware gross margin as a percentage of hardware revenue	(28		)%	(6		)%

Cost of hardware revenues include all product costs associated with the TiVo-enabled DVRs we distribute and sell, including manufacturing-related overhead and personnel, warranty, certain licensing, order fulfillment, and freight costs. We sell this hardware primarily as a means to grow our service revenues and, as a result, do not intend to generate positive gross margins from these hardware sales. Our cost of hardware sales for the quarter ended April 30, 2011 decreased as compared to the same prior year period. We sold significantly more TiVo units in the quarter ended April 30, 2010 due to the launch of our new TiVo Premiere boxes in the first quarter of fiscal year 2011.

Hardware gross margin loss for the quarter ended April 30, 2011 increased by $888,000, as compared to the same prior year period largely due to our new bundled pricing model which allows a customer to purchase a TiVo box at a lower upfront box price when the customer commits for at least one year to one of our new higher priced service plans.

Research and development expenses.

37

	Three Months Ended April 30,
	2011			2010
	(In thousands, except percentages)
Research and development expenses	$	27,228		$	18,628
Change from same prior year period	46		%	24		%
Percentage of net revenues	60		%	30		%

Our research and development expenses consist primarily of employee salaries, related expenses, and consulting expenses. The increase in research and development expenses of $8.6 million for the quarter ended April 30, 2011 as compared to the same prior year period, was largely related to increased headcount and headcount related costs as we continue to increase spending for new technologies, such as whole home DVR technology for example, and future product developments, which include new features and functionality as well as investments in creating an integrated software code base across our product lines to increase the efficiency of our product development efforts in the future. For the fiscal year ending January 31, 2012 we expect to significantly increase our research and development spending as we believe our investments in research and development are critical to remaining competitive and being a technology innovator in advanced television solutions beyond the DVR.

Sales and marketing expenses.

	Three Months Ended April 30,
	2011			2010
	(In thousands, except percentages)
Sales and marketing expenses	$	6,337		$	7,760
Change from same prior year period	(18		)%	36		%
Percentage of net revenues	14		%	13		%

Sales and marketing expenses consist primarily of employee salaries and related expenses. The decrease for the quarter ended April 30, 2011 of $1.4 million, as compared to the same prior year period were primarily related to decreased headcount related costs of $531,000 and decreased costs of channel support of $478,000.

Sales and marketing, subscription acquisition costs.

	Three Months Ended April 30,
	2011			2010
	(In thousands, except percentages)
Sales and marketing, subscription acquisition costs	$	1,233		$	3,191
Change from same prior year period	(61		)%	225		%
Percentage of net revenues	3		%	5		%

Sales and marketing, subscription acquisition costs include advertising expenses and promotional expenses directly related to our efforts to acquire new TiVo-Owned subscriptions to the TiVo service. The decrease for the quarter ended April 30, 2011, as compared to the same prior year period was largely related to additional sales and advertising costs related to the launch of our next generation TiVo Premiere and TiVo Premiere XL boxes in the retail channel during the quarter ended April 30, 2010.

General and administrative expenses.

	Three Months Ended April 30,
	2011			2010
	(In thousands, except percentages)
General and administrative	$	22,452		$	11,697
Change from same prior year period	92		%	(4		)%
Percentage of net revenues	49		%	19		%

General and administrative expenses consist primarily of employee salaries and related expenses for executive, administrative, accounting, information technology systems, facility costs, and legal and professional

38

fees. During the quarter ended April 30, 2011, general and administrative expenses increased by $10.8 million, as compared to the same prior year period which was primarily due to an increase in legal spending of $5.7 million, which was largely related to our Verizon, AT&T, and Microsoft litigations combined with increased non-cash stock compensation expenses of $1.1 million and increased headcount and headcount related costs of $3.0 million, of which $1.6 million related to non-recurring transactions.

Litigation proceeds.

On April 29, 2011, TiVo entered into a Settlement and Patent License Agreement with EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”).  Under the terms of the agreement, DISH and EchoStar agreed to pay TiVo $500.0 million in cash, and the releases and respective licenses were made effective and dismissals of litigation filed with the appropriate courts after the initial payment of $300.0 million was received by TiVo on May 2, 2011. The remaining $200.0 million will be paid to TiVo in equal annual installments of approximately $33.3 million from 2012 until 2017.

The total consideration of $500.0 million was allocated on a relative fair value basis as $175.7 million to the past infringement and litigation settlement element, $2.9 million to interest income related to past infringement and $321.4 million to the future license royalties element. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the quarter ended April 30, 2011. The amount related to interest income was recorded under “Interest income” in the quarter ended April 30, 2011. There was no similar transaction for the quarter ended April 30, 2010.

Interest income. Interest income for the three months ended April 30, 2011 and 2010 was $3.2 million and $369,000, respectively. The increase of $2.8 million for the quarter ended April 30, 2011 as compared to the same prior year period was related to the EchoStar and DISH settlement and interest of $2.9 million associated with their past infringement. There was no such similar transaction in the quarter ended April 30, 2010.

Interest (expense) and other.

Interest and other expense/(benefit) for the three months ended April 30, 2011 and 2010 was $2.6 million and $2,000, respectively. The increase in interest expense for the quarter ended April 30, 2011 as compared to the same prior year period was due to interest associated with the convertible senior notes that were issued during the quarter ended April 30, 2011. We had no long-term debt in the quarter ended April 30, 2010.

Provision for income taxes. Income tax provision for the quarters ended April 30, 2011 and 2010 was $1.1 million and $34,000, respectively. TiVo has determined its interim tax provision for the quarter ended April 30, 2011 by projecting an estimated annual effective tax rate, yielding an effective tax rate of 0.8%. The provision for income taxes for the quarter ended April 30, 2011 differs from the U.S. statutory tax rate primarily due to the inclusion of benefits from release of the U.S. valuation allowance.  The remaining income tax expenses are comprised primarily of state income taxes. Despite achieving profitability in the quarter ended April 30, 2011 we expect to have a significant amount net operating losses and R&D credits remaining and we continue to maintain a full valuation allowance against the remaining deferred tax as realization is dependent upon future earnings, the timing and amount of which are uncertain for the foreseeable future.

Liquidity and Capital Resources

We have financed our operations and met our capital expenditure requirements primarily from the proceeds from the sale of equity securities, issuance of convertible senior notes, and cash flows from operations. Our cash resources are subject, in part, to the amount and timing of cash received from our subscriptions, licensing and engineering services customers, and hardware customers. As of April 30, 2011, we had $351.2 million of cash, cash equivalents, and short-term investments. We believe our cash, cash equivalents, and short-term investments, provide sufficient resources to fund operations, capital expenditures, and working capital needs through the next twelve months. On March 10, 2011, TiVo issued convertible notes with the aggregate principal amount of $150 million and received approximately $144.5 million in net proceeds. On March 30, 2011, TiVo issued an additional $22.5 million aggregate principal notes and received approximately $21.8 million in proceeds pursuant to the exercise of the initial purchaser's overallotment option. The notes will pay interest semi-annually at a rate of 4.00% per annum and mature on March 15, 2016. On May 2, 2011, we received $300 million in cash (and we will receive more cash over time) from EchoStar in connection with the settlement and patent license we entered into with EchoStar and DISH on April 29, 2011 to settle and dismiss all litigation and claims between the companies. For additional information about our settlement and license with EchoStar and DISH, please refer to Note 9. "Dish Network" of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Statement of Cash Flows Discussion

39

The following table summarizes our cash flow activities: 

	Three Months Ended April 30,
	2011			2010
Net cash used in operating activities	$	(23,843	)	$	(12,672	)
Net cash used in investing activities	$	(50,384	)	$	(14,957	)
Net cash provided by financing activities	$	164,985		$	24,859

Net Cash Used in Operating Activities

During the three months ended April 30, 2011 our net cash used by operating activities was $23.8 million as compared to $12.7 million during the same prior year period. This change in operating cash flow was largely attributed to an increase in our R&D expenses and lower cash receipts for TiVo-Owned service fees.

Net Cash Used in Investing Activities

The net cash used in investing activities for the three months ended April 30, 2011 was approximately $50.4 million compared to $15.0 million for the same prior year period. The net cash used in investing activities for the three months ended April 30, 2011 was largely related to TiVo’s cash management process, and the purchase and sales of short-term investments resulting in a net increase in cash and cash equivalents of $48.2 million (this, along with amortization of discounts and premiums on our short-term investments resulted in a corresponding decrease in short-term investments of $48.2 million). Additionally, during the three months ended April 30, 2011, we acquired property and equipment of $1.9 million which is used to support our business.

Net Cash Provided by Financing Activities

For the three months ended April 30, 2011 the principal sources of cash generated from financing activities was related to the issuance of convertible senior notes which generated $166.1 million. Additionally, we had issuance of common stock upon exercise of stock options which generated $2.1 million. These amounts were partially offset by the repurchase of $3.2 million in restricted stock to satisfy employee tax withholdings.

Financing Agreements

Universal Shelf Registration Statement. We have an effective universal shelf registration statement on Form S-3 (No. 333-171031) on file with the Securities and Exchange Commission under which we may issue an unlimited amount of securities, including debt securities, common stock, preferred stock, and warrants. Depending on market conditions, we may issue securities under this or future registration statements or in private offerings exempt from registration requirements.

Contractual Obligations

	Payments due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Operating leases	$	15,748	$	2,685	$	5,437	$	5,587	$	2,039
Purchase obligations	1,677		1,677		—		—		—
Total contractual cash obligations	$	17,425	$	4,362	$	5,437	$	5,587	$	2,039

Purchase Commitments with Contract Manufacturers and Suppliers. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help assure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. The table above displays that portion of our purchase commitments arising from these agreements that is firm, non-cancelable, and unconditional. If there are unexpected changes to anticipated demand for our products or in the sales mix of our products, some of the firm, non-cancelable, and unconditional purchase commitments may result in TiVo being committed to purchase excess inventory.

40

As of April 30, 2011, gross unrecognized tax benefits, which if recognized would affect the effective tax rate, were approximately $231,000, which are classified as long-term liabilities in the condensed consolidated balance sheet. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes and the related ability to use net operating loss or tax credit carryforwards; therefore, such amounts are not included in the above contractual obligation table.

Off-Balance Sheet Arrangements

As part of our ongoing business, we generally do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Accordingly, our operating results, financial condition, and cash flows are not generally subject to off-balance sheet risks associated with these types of arrangements. We did not have any material off-balance sheet arrangements as of April 30, 2011.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We do not use derivative financial instruments in our investment portfolio and we conduct transactions in U.S. dollars. We currently invest the majority of our cash in money market funds, high-grade government and corporate debt, and high-grade foreign corporate and government securities. We maintain our investments with three financial institutions with high credit ratings. As part of our cash management process, we perform periodic evaluations of the relative credit ratings of issuers of these securities. We have not experienced any credit losses on our cash, cash equivalents, or short and long-term investments. Our investment portfolio only includes instruments with original maturities of less than two years (with the exception of auction rate securities as discussed below) held for investment purposes, not trading purposes. Due to the short-term nature of our cash equivalents and short-term investments we do not anticipate any material effect on our portfolio due to fluctuations in interest rates.

Our convertible debt has a fixed interest rate and therefore we are not exposed to fluctuations in interest rates on this debt.

ITEM 4. CONTROLS AND PROCEDURES

We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures based on the application of management's judgment.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures, as defined above, were effective in reaching a reasonable level of assurance as of April 30, 2011 (the end of the period covered by this Report).

There have been no changes in our internal control over financial reporting during the three months ended April 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented or over-ridden by the

41

individual acts of some persons, by the collusion of two or more people, or by management. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements or omissions due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information under the heading “Legal Matters” set forth under Note 5. of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report, is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risk factors described below and in our annual report on Form 10-K for the year ended January 31, 2011 in the section entitled “Risk Factors”, in addition to the other cautionary statements and risks described elsewhere, and the other information contained in this report and in our other filings with the SEC, including our annual report on Form 10-K for the year ended January 31, 2011 and subsequent reports on Form 8-K.

We depend on a limited number of third parties to manufacture, distribute, and supply critical components, assemblies, and services for the DVRs that enable the TiVo service. We may be unable to operate our business if these parties do not perform their obligations.

The TiVo service is enabled through the use of a DVR manufactured for us by a third-party contract manufacturer. In addition, we rely on sole suppliers for a number of key components for the DVRs. We also rely on third parties with whom we outsource supply-chain activities related to inventory warehousing, order fulfillment, distribution, and other direct sales logistics. We cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings, or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with us or otherwise fails to perform their obligations in a timely manner, we may be delayed or prevented from commercializing our products and services. Because our relationships with these parties are non-exclusive, they may also support products and services that compete directly with us, or offer similar or greater support to our competitors. Any of these events could require us to undertake unforeseen additional responsibilities or devote additional resources to commercialize our products and services. This outcome would harm our ability to compete effectively and achieve increased market acceptance and brand recognition.

In addition, we face the following risks in relying on these third parties:

If our manufacturing relationships are not successful, we may be unable to satisfy demand for our products and services.    We manufacture DVRs that enable the TiVo service through a third-party contract manufacturer. Delays, product shortages, and other problems could impair our retail distribution and brand image and make it difficult for us to attract subscriptions. In addition, the loss of a manufacturer would require us to identify and contract with alternative sources of manufacturing, which we may be unable to do or which could prove time-consuming and expensive.

We are dependent on sole suppliers for several key components and services. If these suppliers fail to perform their obligations, we may be unable to find alternative suppliers or deliver our products and services to our customers on time.    We currently rely on sole suppliers for a number of the key components used in the TiVo-enabled DVRs and the TiVo service. For example, Broadcom is the sole supplier of the system controller for our DVR.

We do not currently have a long-term written supply agreement with Broadcom. Therefore, Broadcom may not be contractually obligated to supply us with these key components on a long-term basis or at all.

We do have written supply agreements with several other sole suppliers for key components or services for our products such as Renesas Electronics (“Renesas”), Remote Solutions, Askey, and Flextronics.

Renesas Electronics (“Renesas”) is the sole supplier of a key component in our DVRs. Renesas is located in Japan. An earthquake and accompanying tsunami struck the north-east area of Japan on March 11, 2011, causing significant damage in the surrounding region and impacting their primary production facility. A disruption in the supply of this component from this supplier could adversely affect our manufacturing capacity. Although we currently have sufficient inventory for our production process, if their production is delayed beyond current delivery timelines our manufacturing capacity may be delayed, resulting in potential production delays and additional

42

expense. We are currently in the process of qualifying an alternative supplier for this component but an unanticipated delay in that process may prevent us from qualifying the new supplier in time to meet our inventory requirements. Any delays could lead to delays in delivery of our product to end-users, distributors or resellers, and our costs associated with the change in product manufacturing could increase, any of which would harm our business.

Tribune is the sole supplier of the program guide data for the TiVo service.    Tribune Media Services, Inc., (“Tribune”), is the current sole supplier of program guide data for the TiVo service. Our current Television Listings Data Agreement with Tribune originally became effective on May 14, 2007 and has an initial term of five years and with TiVo having the right to renew the agreement for four additional years. The agreement provides each party with a termination right if the other party becomes controlled by certain third parties. Tribune Media Services, along with their parent company, Tribune Co., filed Chapter 11 bankruptcy on December 8, 2008. As a result, Tribune or Tribune Media Services, Inc. could reject the Television Listing Data Agreement and we would be left with only an unsecured claim in Tribune's bankruptcy. If Tribune breaches its obligation to provide us with data, rejects the agreement or otherwise fails to perform its obligations under our agreement, we would be unable to provide certain aspects of the TiVo service to our customers until we are able to incorporate an alternate source of guide data. While we have access to alternative sources of guide data, there would be significant cost and delay involved in integrating such an alternative source of guide data. Depending upon the amount of notice we receive of such a breach or rejection of our agreement, and the amount of development work required by us to incorporate an alternate source of guide data, we may be subject to a period of time in which we are unable to provide the TiVo service to our customers and distribution partners. In such an event, our business would be harmed.

If our arrangements with Broadcom or Tribune or with our third-party contract manufacturer were to terminate or expire without a replacement arrangement in place, or if we or our manufacturers were unable to obtain sufficient quantities of these components or required program guide data from our suppliers, our search for alternate suppliers could result in significant delays, added expense or disruption in product or service availability.

We depend upon third parties to provide supply chain services related to inventory management, order fulfillment, and direct sales logistics.    We rely on third-party vendors to provide cost-effective and efficient supply chain services. Among other activities, these outsourced services relate to direct sales logistics, including order fulfillment, inventory management and warehousing, and distribution of inventory to third-party retailers. If one or several of our third-party supply chain partners were to discontinue services for us, our ability to fulfill direct sales orders and distribute inventory timely, cost effectively, or at all, would be hindered which could in turn harm our business.

We are dependent on our major retail partners for distribution of our products to consumers.    We currently rely on our relationships with major retail distributors including Best Buy, (who is our sole brick and mortar nationwide consumer electronics retailer), and others for distribution of TiVo-enabled DVRs. We do not typically enter into long-term volume commitments with our major retail distributors. If one or several of our major retail partners were to discontinue selling our products, the volume of TiVo-enabled DVRs sold to consumers could decrease which could in turn harm our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

As previously reported on Current Reports on Form 8-K filed on March 16, 2011 and March 30, 2011, on March 10, 2011, TiVo issued convertible notes with the aggregate principal amount of $150.0 million and received approximately $144.5 million in proceeds. On March 30, 2011, TiVo issued an additional $22.5 million aggregate principal notes and received approximately $21.8 million in proceeds pursuant to the exercise of the initial purchaser's overallotment option. The notes will pay interest semi-annually at a rate of 4.00% per year and mature on March 15, 2016.

The notes will be convertible at any time, at the option of the holders, into shares of TiVo's common stock at an initial conversion rate of 89.6359 shares per $1,000 principal amount of notes. At the initial conversion rate, the initial conversion price will be approximately $11.16 per share. In addition, following certain corporate transactions that occur prior to the maturity date, TiVo will, in certain circumstances, increase the conversion rate for a holder that elects to convert its notes in connection with such a corporate transaction.

TiVo offered and sold the notes to the initial purchaser in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The initial purchaser then sold the notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

Purchases of Equity Securities

43

We have reacquired shares of stock from employees, upon the vesting of restricted stock that was granted under our Amended & Restated1999 Employee Incentive Plan and our Amended & Restated 2008 Equity Incentive Award Plan. These shares were forfeited by the employees, and reacquired by us to satisfy the employees’ minimum statutory tax withholding which is required on restricted stock once they become vested and are shown in the following table:

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per share		(c) Total Number of Share Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
February 1 through February 28, 2011	178,117	$	10.56	—	$	—
March 1 through March 31, 2011	150,487	$	8.67	—	$	—
April 1 through April 30, 2011	—	$	—	—	$	—

TiVo will continue to reacquire shares of stock from employees as their restricted stock grants vest.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

None

44

ITEM 6. EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.1+	Settlement and Patent License between TiVo Inc. and DISH Network Corporation and EchoStar Corporation, dated as of April 29, 2011 (filed herewith).
10.2++	Summary of TiVo Inc. Fiscal Year 2012 Bonus Plan For Executive Officers (incorporated by reference to Registrant's Form 8-K filed on April 8, 2011).
10.3	Indenture, dated as of March 10, 2011 between TiVo Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.82 of the registrant's Annual Report on Form 10-K filed on March 14, 2011).
10.4	Global Note, dated as of March 10, 2011 between TiVo Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.83 of the registrant's Annual Report on Form 10-K filed on March 14, 2011).
10.5	Global Note, dated as of March 30, 2011 between TiVo Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed on March 31, 2011).
10.6+	First Amendment to the Second Amended & Restated Services Agreement, dated as of March 30, 2010, between DIRECTV, Inc. and TiVo Inc. (filed herewith).
31.1	Certification of Thomas Rogers, President and Chief Executive Officer of TiVo Inc. dated June 3, 2011 pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of Anna Brunelle, Chief Financial Officer of TiVo Inc. dated June 3, 2011 pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1*	Certification of Thomas Rogers, President and Chief Executive Officer of TiVo Inc. dated June 3, 2011 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2*	Certification of Anna Brunelle, Chief Financial Officer of TiVo Inc. dated June 3, 2011 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101**	The following financial information from TiVo Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2011 filed with the SEC on June 3, 2011, formatted in XBRL includes (i) Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2011 and 2010, (ii) Condensed Consolidated Balance Sheets as of April 30, 2011 and January 31, 2011, (iii) Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2011 and 2010 and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as block of text (filed herewith).

+	Confidential treatment has been requested for portions of this exhibit
++	Compensatory plan or arrangement.

* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of TiVo Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

** In accordance with Rule 406T of Regulation S-T, the information in this exhibit is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

45

SIGNATURES AND OFFICER CERTIFICATIONS

Pursuant to the requirements the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		TIVO INC.
Date:	6/3/2011	By:	/S/    THOMAS ROGERS
			Thomas Rogers
			President and Chief Executive (Principal Executive Officer)
Date:	6/3/2011	By:	/S/    ANNA BRUNELLE
			Anna Brunelle
			Chief Financial Officer (Principal Financial and Accounting Officer)

46

EX-10.1

EXHIBIT 10.1

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 SETTLEMENT AND PATENT LICENSE AGREEMENT

This Confidential Settlement and Patent License Agreement (“Agreement”), effective as of April 29, 2011 (“Effective Date”), is made by and between TiVo Inc. (“TiVo”) on the one hand, and DISH Network Corporation (“DISH”) and EchoStar Corporation (“EchoStar”) on the other hand (DISH and EchoStar, together, the “EchoStar Parties”). TiVo, DISH, and EchoStar are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties have been involved in litigation concerning, among other things, the alleged infringement by DISH, EchoStar, and certain of their respective Subsidiaries of United States Patent No. 6,233,389, and the alleged infringement by TiVo and Humax USA, Inc. (“Humax”) of United States Patent Nos. 5,774,186, 6,529,685, 6,208,804, and 6,173,112, such claims being considered in TiVo Inc. v. EchoStar Comm. Corp., Case No. 2-04cv01 DF, United States District Court for the Eastern District of Texas, DISH Network Corp. v. TiVo Inc., Case No. 2-09cv0171 DF, United States District Court for the Eastern District of Texas, and EchoStar Tech. Corp. v. TiVo Inc., Case No. 5-05cv081 DF, United States District Court for the Eastern District of Texas, and in appeals therefrom (collectively, the “Pending Litigations”); and

WHEREAS, the Parties wishing to avoid the expense of further litigation, have agreed, among other things, to settle such Pending Litigations and enter into a [*] with respect to certain potential patent litigation pursuant to the terms set forth below without any Party making any admission of any liability, and, as part of the settlement, TiVo has agreed, among other things, to grant DISH and EchoStar certain releases and certain licenses with respect to certain patents, and DISH and EchoStar have agreed, among other things, to grant TiVo certain releases and certain licenses with respect to certain patents and to make certain payments to TiVo as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and other terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

Section 1. DEFINITIONS AND CONSTRUCTION

In this Agreement, capitalized terms shall have the meanings set forth below or otherwise ascribed herein:

1.1. “Additional Subscriber” means any Person who becomes a DVR Subscriber to any DISH Network Services within [*] after being a customer of another MVPD Service involved in a Subscriber Acquisition Transaction, provided such DVR Subscriber is a subscriber of such MVPD Service at the time such Subscriber Acquisition Transaction closes and except for any subscriber of such MVPD Service who at the time of closing (i) is already a DVR Subscriber to the DISH Network Service; (ii) has a TiVo-Licensed DVR; or (iii) has a [*]-Branded Product that is a DVR from EchoStar or a [*]-Branded Product that is a DVR from EchoStar (each, a “Specified DVR”). If the MVPD or MVPD Service (or portion thereof) (other than [*], [*], the [*] Service or [*] Service) becomes owned or controlled by DISH or any of its Affiliates as a result of a Subscriber Acquisition Transaction (“Acquired MVPD Service”), then all subscribers on the Acquired MVPD

[*]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.

Service who are or become DVR Subscribers on the Acquired MVPD Service within [*] after the closing will be considered Additional Subscribers, except for any subscriber of the Acquired MVPD Service who at the time of closing (i) is already a DVR Subscriber to the DISH Network Service; (ii) is a DVR Subscriber to the Acquired MVPD Service with a Specified DVR and continues as a DVR Subscriber using the Specified DVR; or (iii) has a TiVo-Licensed DVR.

1.2. “Affiliate” means, with respect to a given Person (the “Subject Person”), any other Person that now or hereafter controls, is under the control of, or is under common control with the Subject Person, where control means direct or indirect ownership or control of more than fifty percent (50%) of the Voting Power of another Person. A Person will be deemed to be an Affiliate of the Subject Person under this Agreement only so long as such control exists.

1.3. “Agreement” has the meaning given to it in the preamble of this Agreement.

1.4. “Assert” means the filing of any legal or equitable action, litigation, arbitration, or administrative proceeding of any form claiming that any activity of a Person violates any exclusive right of the owner or exclusive licensee of any Patent, including any claim of direct or contributory infringement or inducement of infringement.

1.5. “[*]” means [*] and its Subsidiaries.

1.6. “[*]-Branded Products” means any and all past, present, and future finished end user products (including software subject to the limitations set forth in Section 3.1(b)(iii) below) and services of [*] and its Subsidiaries, in each case, which (i) falls within the scope of any of the TiVo Patents, (ii) is directly or indirectly sold, leased or otherwise transferred or provided under and bears a brand owned or controlled by [*] or any of its Subsidiaries for the respective product or service ([*] Service and whether or not co-branded with the brand of a Third Party who is not an MVPD (other than DISH or a Telco Reseller), but not as an ingredient brand), including through [*]'s Commercial Partners but excluding any MVPD (other than DISH, [*] or a Telco Reseller), (iii) is used to provide the [*] Service to [*] Subscribers (but may also include other functionality or content, excluding other MVPD Services), (iv) includes DVR Technology, and (v) does not include or support Conditional Access for any MVPD Service other than DISH Network Services, the [*] Service or [*] Service or any other MVPD Service that uses [*] Conditional Access, except to the extent that such Conditional Access is required to be included in the respective product or service under applicable law.

1.7. “[*] Service” means the [*] TV direct-to-home multichannel broadcast satellite subscription television service (as the same service may be known under any other name in the future) that [*], directly or through its Subsidiaries, makes available to end users in [*] under a brand owned or controlled by [*], DISH, or any of their respective Subsidiaries for the respective service (whether or not co-branded with the brand of a Third Party who is not an MVPD (other than DISH or a Telco Reseller), but not as an ingredient brand), without any direct or indirect participation of or branding associated with any other MVPD Service (other than the DISH Network Services) and for which [*] or its Subsidiaries receive recurring or one-time payments, and the same [*]. The “[*] Service” does not include any other MVPD Services (other than DISH Network Services) and specifically excludes any services to customers outside of [*]

1.8. “[*] Subscriber” means an end user of the [*] Service in [*].

1.9. “Change of Control” of a Person (“Subject Entity”) means any of the following: (i) any merger, reorganization, share exchange, consolidation, business combination or other transaction or series of related transactions in which the current holders of Voting Power of the Subject Entity immediately prior to such transaction or series of related transactions will not hold more than fifty (50%) of the Voting Power of the surviving Person immediately after such transaction or series of

[*]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.

transactions; (ii) any sale, lease, transfer or other disposition of all or substantially all of the Subject Entity's assets where the current holders of Voting Power of the Subject Entity immediately prior to such transaction or series of related transactions will not hold more than fifty (50%) of the Voting Power of the acquiring Person immediately after such transaction or series of transactions; or (iii) any Person or “group” (as such term is used in Rule 13d-5 under the United States Securities Exchange Act of 1934) who does not hold more than 50% of the total Voting Power of the Subject Entity as of the Effective Date is or becomes, or has the right to become, the beneficial owner, directly or indirectly, of more than 50% of the total Voting Power of the Subject Entity.

1.10. “Commercial Partners” means, with respect to a Person, such Person's direct and indirect suppliers, manufacturers, contractors, installers, distributors, resellers, retailers, licensees, sales representatives, customers, subscribers, and end users.

1.11. “Conditional Access” means any mechanism or capability (whether existing as of the Effective Date or hereafter developed) for authorizing, controlling or otherwise conditioning access to any MVPD Service.

1.12. “Corrective Actions” has the meaning set forth in Section 2.4.

1.13. “Current Subsidiary” means any Person that is a Subsidiary of a Party as of the Effective Date.

1.14. “DISH” has the meaning given to it in the preamble of this Agreement.

1.15. “DISH-Branded Products” means any and all past, present, and future finished end user products (including software subject to the limitations set forth in Section 3.1(a)(iv) below) and services of DISH and its Subsidiaries, in each case, which (i) falls within the scope of any of the TiVo Patents, (ii) is directly or indirectly sold, leased or otherwise transferred or provided under and bears a brand owned or controlled by DISH or any of its Subsidiaries for the respective product or service (whether or not co-branded with the brand of a Third Party who is not an MVPD (other than [*], [*], or a Telco Reseller), but not as an ingredient brand), including through DISH's Commercial Partners but excluding any MVPD (other than a Telco Reseller), (iii) is intended to be used to access DISH Network Services by DISH Subscribers (but may also include other functionality or content, excluding other MVPD Services other than [*] Services or [*] Services), (iv) includes DVR Technology, and (v) does not include or support Conditional Access for any MVPD Service other than DISH Network Services, the [*] Service or [*] Service or any other MVPD Service that uses [*] Conditional Access, except to the extent that such Conditional Access is required to be included in the respective product or service under applicable law.

1.16. “[*].

1.17. “[*].

1.18. “[*].

1.19. “[*].

1.20. "DISH Network Services” means any and all Distribution Services that DISH, directly or through its Subsidiaries, makes available to end users in the United States, [*] or [*] under a brand owned or controlled by DISH or any of its Subsidiaries for the respective Distribution Service (whether or not co-branded with the brand of a Third Party who is not an MVPD (other than [*] or [*] or a Telco Reseller), but not as an ingredient brand) without any direct or indirect participation of or branding associated with any other MVPD Service (other the [*] Service or [*] Service), and for which DISH or its Subsidiaries expects to receive an ongoing revenue stream, including its

[*]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.

approximately [*] satellite television customers across the United States as of December 31, 2010; provided, however, that DISH Network Services shall exclude all MVPD Services (other than the [*] Service or [*] Service) acquired or operated by DISH or any of its Subsidiaries as a result of any Subscriber Acquisition Transaction, except to the extent that DISH pays the additional amounts set forth in Section 5.3 for all Excluded New Subscribers with respect to such [*]. The “DISH Network Services” do not include any other MVPD Services (other than the [*] Service, [*] Service and as described above with respect to certain Subscriber Acquisition Transactions) and specifically exclude any services to customers outside of the United States, [*] and [*].

1.21. DISH Subscriber” means an end user of DISH Network Services in the United States, [*] or [*].

1.22. “Dismissal Motions” has the meaning given to it in Section 2.4(a).

1.23. “Distribution Service” means any service made available as of the Effective Date or at any time hereafter, for which consumers must make recurring or one-time payments, whether based on any technology existing as of the Effective Date or hereafter developed, involving transmission, broadcast, distribution, presentation, or other provision or authorization of access to content of any kind, including video, audio, data, games, communications, programming services, and the like, in any manner or by any means. By way of example, but not limitation, Distribution Services [*].

1.24. “DVR” means a finished end user product that enables an end user of Distribution Services to record content digitally to a storage medium (e.g., a hard disk drive) and schedule, manage, and otherwise control such recording and the play back of recorded content.

1.25. “DVR Subscriber” means any subscriber to a Distribution Service having [*] DVR for use with that Distribution Service.

1.26. “DVR Technology” means hardware, software and other technology that enables an end user of Distribution Services to record content digitally to a storage medium (e.g., a hard disk drive) and schedule, manage, and otherwise control such recording and the play back of recorded content.

1.27. “EchoStar” has the meaning given to it in the preamble of this Agreement.

1.28. “EchoStar Licensed Products” means any and all past, present, and future products (including software) and services of EchoStar and its Subsidiaries, in each case, which are either (i) DISH-Branded Products sold only to DISH or its Subsidiaries that do not include or support Conditional Access for any MVPD Service other than the DISH Network Services, the [*] Service, the [*] Service or any other MVPD Service that uses [*] Conditional Access, except to the extent required under applicable law; or (ii) [*]-Branded Products sold only to [*] or its Subsidiaries that do not include or support Conditional Access for any MVPD Service other than the [*] Service, the DISH Network Service, the [*] Service or any other MVPD Service that uses [*] Conditional Access, except to the extent required under applicable law; or (iii) [*]-Branded Products sold only to [*] or its Subsidiaries that do not include or support Conditional Access for any MVPD Service other than the [*] Service, the DISH Network Service, the [*] Service or any other MVPD Service that uses [*]-based Conditional Access, except to the extent required under applicable law.

1.29. “EchoStar Patents” means: (a) U.S. Patent Nos. 6,208,804, 6,529,685, 5,721,878, 5,721,815, and 5,751,883 (collectively, the “Ottesen Patents”); (b) any continuations, continuations in part, divisionals, reissues, reexamined Patents, or the like of any Ottesen Patents and any other Patents or Patent applications that claim priority directly or indirectly from any Ottesen Patent or any Patent application from which any Ottesen Patent issued; and (c) any foreign

[*]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.

counterpart Patents or Patent applications of any of the foregoing, including foreign Patents or Patent applications that claim priority directly or indirectly from any Patent or Patent application within (a) or (b)

1.30. “EchoStar Parties” has the meaning given to it in the preamble of this Agreement.

1.31. “Effective Date” has the meaning given to it in the preamble of this Agreement.

1.32. “Excluded New Subscribers” means the total, cumulative number of Additional Subscribers during the term of this Agreement in excess of the initial [*] Additional Subscribers added during the term of this Agreement.

1.33. “Existing Supply Agreement” means a supply agreement with a Specified Customer (other than [*], [*] and their Affiliates) for [*] supplied by EchoStar or its Subsidiaries to the Specified Customer (other than [*], [*] and their Affiliates) for use outside of the United States as entered into prior to and as existing as of the Effective Date (but not any signed written amendment, renewal or extension of such agreements)

1.34. “Existing TiVo Agreement” means an agreement with a Commercial Partner for TiVo Licensed Products supplied or licensed by TiVo or its Subsidiaries to the Commercial Partner as entered into prior to and as existing as of the Effective Date (but not any signed written amendment, renewal or extension of such agreements).

1.35. “Fee” has the meaning given to it in Section 5.1.

1.36. “Former Subsidiary” means any Person that was a Subsidiary of a Party or its predecessor prior to the Effective Date but is not a Current Subsidiary.

1.37. “Future Subsidiary” means any Person that becomes a Subsidiary of a Party after the Effective Date.

1.38. “Humax” has the meaning given to it in the first recital of this Agreement.

1.39. “In Band Tag” means command and control information that is, or is intended to be, transmitted with video and/or audio content.

1.40. “In Band Tagging Advertising Technology” means (i) the creation of an In Band Tag; (ii) the insertion of an In Band Tag with or into video and/or audio content; (iii) the identification, execution, and/or interpretation of an In Band Tag; and (iv) actions taken upon receipt of an In Band Tag in connection with advertising, including identifying the beginning and/or end of a commercial or program segment, replacing or skipping a commercial or program segment and displaying interactive advertising.

1.41. “Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction).

1.42. “MVPD” or “Multichannel Video Programming Distributor” means any telco (including AT&T and Verizon), cable operator, multichannel multipoint distribution service provider, direct broadcast satellite service provider, or television receive-only satellite program distributor, who makes available for purchase, by subscribers or customers, multiple channels of video programming, including any Affiliates who participate in providing such services.

[*]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.

1.43. “MVPD Service” means any satellite television service and any cable television service [*].

1.44. “Original Software” means software relating to DVR functionality substantially in the form installed in the Infringing Products (as that term is defined in the Amended Final Judgment and Permanent Injunction filed September 8, 2006 in the Pending Litigations) as of September 8, 2006.

1.45. “Patent Challenge” means any legal or equitable action, litigation, arbitration, opposition, reexamination, entitlement proceeding, revocation, action for annulment, action for cancellation or other legal or administrative proceeding anywhere in the world that challenges the validity or enforceability of any of the EchoStar Patents or TiVo Patents.

1.46. “Patents” means all classes or types of patents other than design patents (including originals, divisions, continuations, continuations-in-part, extensions, reissues or counterparts), all applications (including provisional applications) for these classes or types of patents throughout the world, and any patent rights to inventions for which any of the foregoing may be filed or granted anywhere in the world.

1.47. “Pending Litigations” has the meaning given to it in the first recital of this Agreement.

1.48. “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).

1.49. “Press Release” has the meaning given to it in Section 8.1.

1.50. “Proposed Orders” has the meaning given to it in Section 2.4(a).

1.51. “Subscriber Acquisition Transaction” means any agreement, arrangement or other transaction or series of related transactions in which either (i) all or substantially all of the business or assets relating to the DISH Network Services are sold or otherwise transferred to a Third Party, whether by assignment, operation of law or otherwise; (ii) DISH undergoes a Change of Control; (iii) DISH or its Affiliate acquires all or substantially all of the business or assets of an MVPD other than [*] or [*], whether by assignment, operation of law or otherwise; (iv) DISH or its Affiliate acquires directly or indirectly, more than fifty (50%) of the Voting Power of any MVPD other than [*] or [*]; (v) DISH or its Affiliate becomes the operator of (or has operated on its behalf) any MVPD Service other than the [*] Service or the [*] Service; or (vi) DISH or its Affiliate participates in the transfer or transition of customers or subscribers from an MVPD Service (other than the [*] Service or [*] Service) to the DISH Network Services after the occurrence of any of (i)-(v) above or in connection with any other agreement or arrangement with any MVPD (other than [*] or [*]), including any termination or winding down of an MVPD Service (other than the [*] Service or [*] Service).

1.52. “Subsidiary” means, as to any Person (“Subject Person”), any other Person that is now or hereafter controlled by the Subject Person, where control means direct or indirect ownership or control of more than fifty percent (50%) of the Voting Power of another Person. A Person shall be a Subsidiary of the Subject Person only during such time as such control exists.

1.53. “Taxes” means all applicable sales, use, withholding, excise, value added, and similar taxes, and duties, surcharges, and other charges levied by any governmental authority in connection with the Fees paid or payable under this Agreement.

1.54. “Telco Reseller” means a telco who resells or solicits orders for the DISH Network

[*]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.

Services, the [*] Service or the [*] Service, but not in connection with any other [*].

1.55. “Third Party” means any Person other than TiVo, DISH, EchoStar, or any of their respective Subsidiaries as of the pertinent time.

1.56. “TiVo” has the meaning given to it in the preamble of this Agreement.

1.57. “TiVo Excluded Patent Claims” means: (a) claims 9, 10, 12, 23, 24, 26, 37, 38 and 40 of U.S. Patent No. 7,889,964 (the “'964 Patent”) and (b) any claims of any Patents that have not yet issued as of the Effective Date from Patent applications that are direct or indirect continuations or continuations-in-part of the '964 Patent where such claims are solely directed at In Band Tagging Advertising Technology, and such claims are not entitled to claim priority to U.S. Patent No. 6,233,389.

1.58. “TiVo-Licensed DVR” means a TiVo-branded DVR distributed by an MVPD under license from TiVo to the MVPD for the TiVo Patents, or a standalone retail TiVo-branded DVR.

1.59. “TiVo Licensed Products” means any and all past, present, and future products (including software) and services of TiVo and its Subsidiaries, in each case, which (i) fall within the scope of any of the claims of the EchoStar Patents, (ii) is directly or indirectly sold, leased or otherwise transferred or provided under a brand owned or controlled by TiVo or any of its Subsidiaries for the respective product or service (whether or not co-branded with the brands of a Third Party or used as an ingredient brand), including through Commercial Partners of TiVo, and (iii) includes DVR Technology. Software licensed by TiVo or its Subsidiaries to Commercial Partners will only be considered a TiVo Licensed Product where such software is developed by TiVo or its Subsidiary and incorporated and reproduced by the Commercial Partner in substantially unmodified form (for example, where the software is provided in object code form) to deploy products and services under a TiVo brand (including co-branding or ingredient branding). By way of example and not of limitation, this includes technology provided by TiVo to DIRECTV and Comcast with respect to software provided in object code form for replication and incorporation without modification in co-branded products and services, but will not extend to technology not provided by TiVo or its Subsidiary or to software provided in source code form for modification by DIRECTV or Comcast to develop their own modified products.

1.60. “TiVo Patents” means: (a) U.S. Patent No. 6,233,389 (the “'389 Patent”), (b) any continuations, continuations in part, divisionals, reissues, reexamined Patents, or the like of the '389 Patent and any other Patents or Patent applications that claim priority directly or indirectly from the '389 Patent or the patent application from which the '389 Patent issued (excluding in each case any TiVo Excluded Patent Claims); and (c) any foreign counterpart Patents or Patent applications of any of the foregoing (excluding in each case any TiVo Excluded Patent Claims), including foreign Patents or Patent applications that claim priority directly or indirectly from any Patent or Patent application within (a) or (b).

1.61. “Unlicensed EchoStar DVRs” means any and all past, present, and future products (including software) of EchoStar and its Subsidiaries, in each case, which (i) falls within the scope of any of the TiVo Patents, (ii) includes DVR Technology, and (iii) is not an EchoStar Licensed Product sold to DISH, [*] or [*] under the license set forth in Section 3.1(b) or an EchoStar product sold prior to the Effective Date.

1.62. “Voting Power” means the right to exercise voting power with respect to the election of directors or similar managing authority of a Person (whether through direct or indirect beneficial ownership of shares or securities of such Person or otherwise).

1.63. Construction of Agreement.Unless context otherwise clearly requires, whenever used in

[*]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.

this Agreement: (i) the words “include” or “including” shall be construed as incorporating also “but not limited to” or “without limitation”; (ii) the word “day” or “month” means a calendar day or calendar month unless otherwise specified; (iii) the words “notice” and “requests” mean notice or request in writing (whether or not specifically stated) and shall include notices, consents, approvals, and other legally operative communications contemplated under this Agreement; (iv) the words “hereof,” “herein,” “hereby,” and derivative or similar words refer to this Agreement; (v) provisions that require that a Party or the Parties to “agree,” “consent,” or “approve,” or the like shall require that such agreement, consent, or approval be specific and in writing, whether by written agreement, letter, or otherwise; (vi) “and/or” shall be defined to be inclusive and not exclusive and “A, B and/or C” shall mean any and all of A; B; C; A and B; A and C; B and C; and A, B and C; (vii) words of any gender include the other gender; and (viii) references to any specific article, section, or other division thereof shall be deemed to include the then-current amendments thereto.

Section 2. RELEASES AND SETTLEMENT

2.1. TiVo Limited Release. Effective upon receipt by TiVo of the Initial Payment described in Section 5.1 below, TiVo, on behalf of itself and its Current Subsidiaries and their respective successors and assigns, hereby irrevocably releases and forever discharges:

(a) DISH, EchoStar, and each of their respective Current Subsidiaries and their respective agents, representatives, officers, employees, directors, shareholders, attorneys, advisors, insurers, successors and assigns of any of the foregoing of and from any and all claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs, and expenses (including attorneys' fees and costs) of any kind or nature, past or present, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to infringement (whether direct, indirect, by inducement or otherwise) of the TiVo Patents by DISH, EchoStar or any of their respective Current Subsidiaries prior to the Effective Date, including all claims that arise from or are related to the Pending Litigations;

(b) Any and all direct and indirect distributors, resellers, sales representatives, retailers, installers, subscribers, end users, and customers of DISH, EchoStar (including [*] and [*]), [*] and [*] and each of their respective Current Subsidiaries of and from any and all claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs and expenses (including attorneys' fees and costs) of any kind or nature, past or present, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to infringement (whether direct, indirect, by inducement or otherwise) of the TiVo Patents prior to the Effective Date by the making, having made, use, sale, offer for sale, import or other disposition of any and all products and/or services that are branded or co-branded with one or more of the brands of EchoStar, DISH, [*] (only for products from EchoStar or its Subsidiary and [*] (only for products from EchoStar or its Subsidiary) prior to the Effective Date, excluding only claims of infringement of the TiVo Patents arising from any and all products and/or services used, sold, leased or otherwise commercially exploited by any of the [*]; and

(c) Any and all direct and indirect suppliers, manufacturers, and contractors of DISH, EchoStar, and each of their respective Current Subsidiaries of and from any and all claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs and expenses (including attorneys' fees and costs) of any kind or nature, past or present, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to

[*]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.

infringement (whether direct, indirect, by inducement or otherwise) of the TiVo Patents prior to the Effective Date by the making, having made, use, sale, offer for sale, import or other disposition of products and/or services provided for or to DISH, EchoStar or any of their Current Subsidiaries prior to the Effective Date.

For the avoidance of doubt, no release or discharge is provided under this Section 2.1 with respect to any claim of infringement of any Patent that is not a TiVo Patent.

2.2. DISH and EchoStar Limited Release. Effective upon receipt by TiVo of the Initial Payment described in Section 5.1 below, DISH and EchoStar, on behalf of themselves and their Current Subsidiaries and their respective successors and assigns, hereby irrevocably release and forever discharge:

(a) TiVo, Humax and each of their respective Current Subsidiaries and their respective agents, representatives, officers, employees, directors, shareholders, attorneys, advisors, insurers, successors and assigns of any of the foregoing of and from any and all claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs, and expenses (including attorneys' fees and costs) of any kind or nature, past or present, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to infringement (whether direct, indirect, by inducement or otherwise) of the EchoStar Patents by TiVo, Humax and each of their respective Current Subsidiaries prior to the Effective Date, including all claims that arise from or relate to the Pending Litigations;

(b) Any and all direct and indirect distributors, resellers, sales representatives, retailers, installers, subscribers, end users, and customers of TiVo or Humax and each of their respective Current Subsidiaries of and from any and all claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs and expenses (including attorneys' fees and costs) of any kind or nature, past or present, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to infringement (whether direct, indirect, by inducement or otherwise) of the EchoStar Patents prior to the Effective Date by the making, having made, use, sale, offer for sale, import or other disposition of any and all products and/or services that are branded or co-branded with the brand of TiVo prior to the Effective Date; and

(c) Any and all direct and indirect suppliers, manufacturers, and contractors of TiVo, Humax and each of their Current Subsidiaries of and from any and all claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs and expenses (including attorneys' fees and costs) of any kind or nature, past or present, fixed or contingent, direct or indirect, in law or equity, several or otherwise, known or unknown, suspected or unsuspected, asserted or unasserted, that arise from or relate to infringement (whether direct, indirect, by inducement or otherwise) of the EchoStar Patents prior to the Effective Date by the making, having made, use, sale, offer for sale, import or other disposition of products and/or services provided for or to TiVo, Humax or any of their respective Current Subsidiaries prior to the Effective Date.

For the avoidance of doubt, no release or discharge is provided under this Section 2.2 with respect to any claim of infringement of any Patent that is not an EchoStar Patent.

2.3. Waiver of Cal. Civ. Code Sec. 1542. Effective upon receipt by TiVo of the Initial Payment described in Section 5.1 below, each Party, on behalf of itself and its Current Subsidiaries, hereby irrevocably and forever waives all rights it and they may have arising under California Civil Code Section 1542 (or any analogous requirement of law) with respect to the foregoing releases. Each

[*]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.

Party, on behalf of itself and its Current Subsidiaries, understands that Section 1542 provides that:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Each Party, on behalf of itself and its Current Subsidiaries, acknowledges that it has been fully informed by its counsel concerning the effect and import of this Agreement under California Civil Code Section 1542 and other requirements of law.

2.4 Dismissal of Pending Litigations.

(a) Motions and Proposed Orders. Concurrently with receipt by TiVo of the Initial Payment described in Section 5.1 below, the Parties shall cause to be completed, executed and delivered to the other Party the applicable joint motions (“Dismissal Motions”) requesting that (i) the Pending Litigations be dismissed with prejudice, (ii) all orders and judgments that award the recovery of money (including sanctions, damages and interest) be modified to reflect full payment and satisfaction pursuant this Agreement, and (iii) all injunctions that permanently restrain, enjoin or compel any action by the EchoStar Parties or their Subsidiaries be dissolved and Appeal Bond No. 08956031 released (“Proposed Orders”), in each case in the forms attached hereto as Exhibits A through H and will cause their respective counsel to file the Dismissal Motions and Proposed Orders within two (2) court days after the Effective Date. The Parties hereby acknowledge the possibility that the Federal Circuit Court of Appeals may act upon the motion to dismiss EchoStar's pending appeal after the U.S. District Court for the Eastern District of Texas acts upon various motions to dismiss the cases pending therein. In such event, each Party hereby waives any objection to the validity, enforceability, or impact on it or any other entity of the dismissals filed in the U.S. District Court arising from such circumstance. Further, in the event of such circumstance, the Parties shall engage in the process described in Section 2.4(b) below. The Parties shall proceed with any and all additional procedures needed to dismiss with prejudice the Pending Litigations, dissolve all such injunctions and release such bond.

(b) Corrective Actions. If the Proposed Orders are not entered in substantially unmodified form and/or if Appeal Bond No. 08956031 is not promptly and fully released and the security thereunder returned to EchoStar, the Parties will cooperate and take such other actions as are necessary to permit each Party to realize the material benefits originally intended under this Section 2.4 (including a covenant by TiVo not to enforce any injunction that permanently restrains, enjoins or compels any action by the EchoStar Parties or their Subsidiaries arising from the Pending Litigation) without incurring material additional obligations or liabilities (the “Corrective Actions”). The Parties shall have thirty (30) days from entry of orders (unless in substantially unmodified form), or thirty-five (35) days from submission if such orders have not been entered, to take Corrective Actions. If the Parties do not agree upon the Corrective Actions to be taken within such thirty (30) day period, then either TiVo or the EchoStar Parties may submit the dispute to expedited binding baseball arbitration pursuant to Section 10 for resolution within thirty (30) days thereafter, where the arbitrator would be limited to selecting TiVo's or the EchoStar Parties' proposals for Corrective Actions based upon the standard articulated above. During such arbitration, the arbitrator will not have the authority to resolve any other dispute arising under this Agreement unless the Parties expressly agree otherwise in writing. During all periods of time described above relating to the Corrective Actions, the Parties shall not file any suit, or take any other action, that would have been precluded by the unmodified orders.

2.5. No Admission. This Agreement is entered into in order to compromise and settle disputed

[*]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.

claims, without any acquiescence on the part of any Party as to the merit of any claim, defense, affirmative defense, counterclaim, liabilities, or damages related to any patent rights or the Pending Litigations. Neither this Agreement nor any part thereof shall be, or be used as, an admission of infringement or liability by anyone, at any time, for any purpose.

2.6. Attorneys' Fees and Costs. Each Party shall be responsible for its own costs and attorneys' fees in connection with the Pending Litigations and the negotiation of this Agreement.

Section 3. LICENSES

3.1. License to DISH and EchoStar.

(a)License to DISH.Effective upon receipt by TiVo of the Initial Payment described in Section 5.1 below, TiVo, on behalf of itself and its Current Subsidiaries and Future Subsidiaries, hereby grants and agrees to grant to DISH and its Current Subsidiaries and Future Subsidiaries a worldwide, non-exclusive, non-transferable (except as provided in Section 11.4), irrevocable (unless there is a payment default under Section 5 or as set forth in Section 4.2) license, with no right to grant sublicenses, under the TiVo Patents, to make, have made (subject to Section 3.3 below), use, offer for sale, sell, import and otherwise dispose of DISH-Branded Products for use in the United States, [*], subject to the following restrictions:

(i) Notwithstanding anything to the contrary, the license to DISH and its Subsidiaries shall specifically exclude Excluded New Subscribers and any products or services provided directly or indirectly to, or used by or for, any Excluded New Subscribers (including any MVPD Services or DVRs for any MVPD Service acquired by DISH or its Subsidiaries in any Subscriber Acquisition Transaction), except to the extent that DISH pays the additional amount set forth in Section 5.3 for Excluded New Subscribers acquired in connection with a particular Subscriber Acquisition Transaction.

(ii) Notwithstanding anything to the contrary, the license to DISH and its Subsidiaries shall [*].

(iii) Notwithstanding anything to the contrary, the license to DISH is limited to DISH-Branded Products for which DISH [*].

(iv) Notwithstanding the breadth of the definition of “DISH-Branded Products”, [*], subject to (vi) below, for any other MVPD Service (other than DISH Network Services, the [*] Service or the [*] Service), unless required by law.

(v) Notwithstanding anything to the contrary, the license to DISH does not include any DISH-Branded Products that are not marketed as a means for receiving of DISH Network Services [*].

(vi) Notwithstanding anything herein to the contrary, the foregoing license limitations [*].

(vii) Any products or services that do not meet the limitations under (i), (ii), (iii), (iv) and (v) above, except to the extent permitted by (vi) above or covered by the release in Section 2.1, shall be deemed unlicensed (collectively, “Unlicensed DISH Products”). [*].

For the avoidance of doubt, any DVRs provided by DISH, EchoStar or any of their respective Subsidiaries to DISH Subscribers prior to the Effective Date that are deployed and put into use by a DISH Subscriber are subject to the releases under Section 2.1 and will be deemed covered by the licenses under this Section 3.1(a) for all future use of such products (including all future software updates from EchoStar or DISH).

[*]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.

(b)License to EchoStar. Effective upon receipt by TiVo of the Initial Payment described in Section 5.1 below, TiVo, on behalf of itself and its Current Subsidiaries and Future Subsidiaries, hereby grants and agrees to grant to EchoStar and its Current Subsidiaries and Future Subsidiaries a worldwide, non-exclusive, non-transferable (except as provided in Section 11.4), irrevocable (unless there is a payment default under Section 5 or as set forth in Section 4) license, with no right to grant sublicenses, under the TiVo Patents, solely to (1) design, make or have made (subject to Section 3.3 below), use and import DISH-Branded Products and offer for sale and sell those DISH-Branded Products only to DISH and its Subsidiaries; (2) design, make or have made (subject to Section 3.3 below), use and import [*]-Branded Products and offer for sale and sell those [*]-Branded Products only to [*] and its Subsidiaries; and (3) design, make or have made (subject to Section 3.3 below), use and import [*]-Branded Products and offer for sale and sell those [*]-Branded Products only to [*] and its Subsidiaries, in each such case subject to the following limitations:

(i) DISH hereby agrees on behalf of itself and its Subsidiaries that in order for sales of DISH-Branded Products from EchoStar to be covered by the license set forth in this Section 3.1(b)(1), such sales shall be only for use, sale and transfer by DISH or its Subsidiaries within the scope of and subject to the license set forth in Section 3.1(a), including the limitations under Section 3.1(a) (i), (ii), (iii), (iv) and (v) above.

(ii) All sales of [*]-Branded Products and [*]-Branded Products under Section 3.1(b) (2) and (3) above, in order to be subject to the license, must be subject to a written agreement binding [*] and its Subsidiaries or [*] and its Subsidiaries (as applicable, the “Purchaser”) not to sell, distribute or otherwise transfer such EchoStar Licensed Products except subject to restrictions that apply to the Purchaser with respect to the [*]-Branded Products for the [*] Service or the DISH-[*] Branded Products for the [*] Service, as applicable, that are the same as those that apply to DISH with respect to DISH-Branded Products for the DISH Network Services under Section 3.1(a) (i), (ii), (iii), (iv) and (v) above.

(iii) Notwithstanding the breadths of the definitions of “[*]-Branded Products” and “[*]-Branded Products”, the above license shall not include any software licensed or distributed by or for [*], [*] or any of their Subsidiaries to Third Parties other than object code that is part of a [*]-Branded Product or [*]-Branded Product and specifically excludes any software or other technology provided for use in any products sold to MVPDs (other than products sold to DISH, [*], [*] or a Telco Reseller) or for any other MVPD Service (other than DISH Network Services, [*] Services or [*] Services) except to the extent permitted by 3.1(a)(vi).

(iv) Any products or services which do not meet the limitations under (i) or (ii) above and are not covered by (vi) below shall be deemed to be Unlicensed EchoStar DVRs. EchoStar acknowledges and agrees that the Unlicensed EchoStar DVRs are not licensed under this Agreement and that neither EchoStar, DISH, [*], [*] or any of their Subsidiaries or any Third Party shall have any license, immunity from suit or authorization under the TiVo Patents with respect to any Unlicensed EchoStar DVRs by reason of this Agreement, [*].

(v) Subject to the limitations in (i), (ii) and (iii) above, the licenses under Section 3.1(b) (2) and (3) above include (x) the right for [*] and its Subsidiaries to import and use, and directly and indirectly sell to and authorize the use of such products by their

[*]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.

subscribers, the [*]-Branded Products purchased from EchoStar in the same manner that DISH is permitted to deploy DISH-Branded Products purchased from EchoStar under Section 3.1(a) above, and (y) the right for [*] and its Subsidiaries to import and use, and directly and indirectly sell to and authorize the use of such products by their subscribers, the [*]-Branded Products purchased from EchoStar in the same manner that DISH is permitted to deploy DISH-Branded Products purchased from EchoStar or a Subsidiary of EchoStar under Section 3.1(a) above.

(vi) For the avoidance of doubt, any DVRs provided by DISH, EchoStar or any of their respective Subsidiaries to [*] or [*] (or to a [*] Service subscriber or a [*] Service subscriber) prior to the Effective Date and that are deployed and put into use by a [*] Service subscriber or a [*] Service subscriber are subject to the releases under Section 2.1 and will be deemed covered by the licenses under this Section 3.1(b) for all future use of such products (including all future software updates from EchoStar). For the further avoidance of doubt, if EchoStar acquires the [*] Service or the [*] Service such that the [*] Service or the [*] Service becomes part of EchoStar or a Subsidiary of EchoStar (“Acquired Service”), then (x) the EchoStar Licensed Products that were distributed for the Acquired Service in accordance with this Section 3.1(b) prior to the closing of such acquisition will remain licensed under this Section 3.1(b); and (y) EchoStar and its Subsidiaries may continue to sell EchoStar Licensed Products for the Acquired Service under the license set forth in this Section 3.1(b), subject to the restrictions in (i), (ii) and (iii) above.

(c)Non-Circumvention. Each of the EchoStar Parties, on behalf of itself and its Subsidiaries, agrees not to enter into any transaction or arrangement that would circumvent the limitations on the licenses hereunder or extend any rights or benefits under the licenses to any MVPD Services (other than DISH Network Services, [*]) except to the extent required by law, including through any joint venture, resale arrangement or other business combinations involving any MVPD or MVPD Service (except to the extent required by law) that are not intended to be covered under the above licenses.

(d)Marking. For so long as the license set forth in Section 3.1(a) remains in effect [*], commencing with products manufactured and shipped at least ninety (90) days after the Effective Date, DISH will mark in a commercially reasonable manner DISH-Branded Products [*] under such license (“Marking Products”) with the statement “Licensed under U.S. Patent No. 6,233,389” (the “Original Mark”). [*]

(e)Negotiation of License to EchoStar for Standalone DVRs. Upon a request from EchoStar, TiVo will negotiate in good faith with EchoStar for a period of no less than [*] to grant EchoStar a worldwide license during the Term under the TiVo Patents for (i) EchoStar-branded (including co-branded) standalone and/or gateway DVRs that are made by or for EchoStar and used anywhere in the world, and (ii) DVRs for use in connection with MVPD Services offered by EchoStar or any Affiliate [*], subject to mutually agreed terms and conditions.

3.2. License to TiVo.

(a) License to TiVo. Effective upon receipt by TiVo of the Initial Payment described in Section 5.1 below, DISH and EchoStar, on behalf of themselves and their respective Current Subsidiaries and Future Subsidiaries, hereby grant and agree to grant to TiVo and its Current Subsidiaries and Future Subsidiaries a fully paid-up, royalty-free, worldwide, non-exclusive, non-transferable (except as provided in Section 11.4), irrevocable (except as set forth in Section 4.2(d)) license, with no right to grant sublicenses, under the EchoStar Patents, to make,

[*]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.

have made (subject to Section 3.3 below), use, offer for sale, sell, import, and otherwise dispose of TiVo Licensed Products. The license above extends to Commercial [*].

(b) Non-Circumvention. TiVo, on behalf of itself and its Subsidiaries, agrees not to enter into any transaction or arrangement that would circumvent the limitations on the licenses hereunder or extend any rights or benefits under the license to any MVPD Service (except to the extent required by law) that are not intended to be covered under the above license, including through any joint venture, resale arrangement or other business combination.

(c) Marking. For so long as the license set forth in Section 3.2(a) remains in effect [*], commencing with products manufactured and shipped at least ninety (90) days after the Effective Date, [*].

(d) Covenant not to Sue. EchoStar hereby irrevocably covenants not to sue or otherwise Assert any claim of Patent infringement against TiVo and/or Humax under U.S. Patent No. 6,529,685 and/or U.S. Patent No. 5,774,186 with respect to: (i) all past or present products or services made, used, sold, offered for sale or imported by TiVo or Humax on or prior to the date of entry of the dismissal order between the Parties attached as Exhibit F; and (ii) future products that are not more than colorably different from past or present products or services.

3.3. Have Made Rights. The rights granted to a Party (“Grantee”) to have products made for such Party by a Third Party under the licenses granted under Sections 3.1 and 3.2 above shall apply whenever the products are purchased by such Party, whether the designs and specifications for the manufacture of such products are furnished to such Third Party by the Grantee and the products are made by such Third Party for the account of the Grantee or the Grantee orders products “off-the-shelf,” provided, however, that such products are not purchased for resale back to, or on behalf of, such Third Party or any Affiliate of such Third Party.

3.4. Subsidiary Licenses.

(a) Each Party intends for this Agreement to extend to all of its Subsidiaries with respect to the applicable licenses, [*] and covenants granted by such Party to the other Party under this Agreement. The Parties agree that, to the extent they are not already bound, each Party shall use best efforts to ensure that all such Subsidiaries are bound by the terms of this Agreement.

(b) The licenses and immunities granted to a Subsidiary under this Section 3 shall terminate on the date such Subsidiary ceases to be a Subsidiary of a Party. If a Subsidiary ceases to be a Subsidiary and holds, at or before such time, any Patents under which a Party and its Subsidiaries is licensed or has received a covenant, such license or covenant shall continue for the Term with respect to such Patents and any divisions, continuations, continuations-in-part, extensions, reissues or counterparts of such Patents, excluding in each case any TiVo Excluded Patent Claims.

(c) If a Person becomes a Subsidiary of a Party after the Effective Date, then: (i) suh Person, upon becoming a Subsidiary, shall be granted the applicable license set forth in this Section 3 and shall benefit from the applicable covenants set forth in Section 3.2(d) and 4; provided, however, that (1) the licenses to DISH and EchoStar will not apply to Excluded New Subscribers or any products or services provided directly or indirectly to, or used by or for, any Excluded New Subscribers (including any MVPD Services or DVRs for any MVPD Service acquired by DISH or its Subsidiaries in any Subscriber Acquisition Transaction), except to the extent that DISH pays the additional amounts set forth in Section 5.3 for all Excluded New Subscribers; (2) if a Person who becomes a Subsidiary of DISH has a pre-existing license under the TiVo Patents from TiVo for such Person's Distribution Services, then the pre-existing agreement will govern with respect to such Person's Distribution Services (including any

[*]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.

termination and change of control provisions and any applicable royalties to be paid to TiVo, but excluding any provisions that would increase the amount of royalty or monetary consideration due because such Person had become a Subsidiary of DISH or extend the royalty or monetary consideration provisions of such pre-existing agreement to the DISH Network Services, but such royalty provisions will continue to apply to the acquired Distribution Services) and this Agreement will govern with respect to the DISH Network Services other than the acquired Distribution Services; and (3) [*] (as such services may be known under any other name in the future) shall never be considered DISH Network Services, [*] Services or [*] Services, whether or not acquired by DISH, [*], or [*] or any of their Subsidiaries.

3.5. Restricted Patents. If a Party or its Subsidiaries does not own all of the rights in a particular TiVo Patent or EchoStar Patent, as applicable, necessary to grant releases, licenses, [*] and covenants under such Patent of the full scope set forth in this Agreement, then the releases, licenses, [*] and covenants granted under such Patent shall be of the broadest scope that such Party or any of its Subsidiaries has the right to grant within the scope set forth in this Agreement.

3.6. No Other Rights. No releases, rights or licenses are granted under any Patents except as expressly provided herein, whether by implication, estoppel or otherwise. Without limiting the foregoing sentence, (i) no right to grant sublicenses is granted under the licenses set forth this Agreement; and (ii) no right or license is granted under any copyrights, trademarks, mask work rights, or trade secret rights of either Party or any of its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, no release, license, covenant, immunity, [*] (except as set forth in Section 4) or other right whatsoever is granted or conveyed by TiVo or any of its Subsidiaries with respect to any MVPD other than as expressly set forth above.

Section 4. LIMITED [*] RIGHTS

4.1. Limited [*].

(a) Limited [*]. Without limitation of the releases in Section 2 above, nothing in this Agreement shall grant or convey, or be construed as granting or conveying, (whether expressly or by implication, estoppel, reliance or otherwise) any right or license for, or any authorization of any distribution or sale of, any [*] under any TiVo Patents in any manner whatsoever. Subject to the following provisions regarding the Limited [*], TiVo shall have the right to sue for and obtain all remedies for infringement of TiVo Patents by any Unlicensed EchoStar DVRs. Subject to subsections 4.1(a) (i) through (viii) and [*] and 4.2 (Patent Challenges) below, [*], TiVo will [*]. [*].

(i) EchoStar hereby agrees that (i) [*], and (ii) [*].

(ii) [*] (other than [*], [*] and their Affiliates) outside of the United States for use outside of the United States under an Existing Supply Agreement, [*]. Without limitation of the releases in Section 2 above, [*]

(iii) Without limitation of the releases in Section 2 above, EchoStar, on behalf of itself and its Subsidiaries, hereby agrees, [*].

(iv) [*]

(v) The [*] provisions of Section 4.1(a) [*].

(vi) The [*] provisions of Section 4.1(a) [*].

(vii) Except as set forth in Section 4.1(b) [*].

(b) [*]. Without limitation of the releases in Section 2 above, [*].

[*]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.

(c) No Authorization. This Section 4.1 has been agreed to by TiVo and EchoStar [*].

4.2. Patent Challenges.

(a) Within fourteen (14) court days after the receipt by TiVo of the Initial Payment described in Section 5.1 below, each Party and its respective Subsidiaries, as applicable, to the extent permitted under applicable law, shall withdraw from any Patent Challenge in which it is participating adverse to the EchoStar Patents or TiVo Patents, as applicable.

(b) To the extent legally enforceable in the jurisdiction relevant to the Patent in issue, while the Limited [*] provisions in Section 4.1(a) and the license in Section 3.1(b) are still in effect, neither EchoStar nor any of its Subsidiaries shall make any Patent Challenge (or assist in any Patent Challenge) with respect to any TiVo Patents [*], unless a claim of infringement of such TiVo Patents is first Asserted in litigation against EchoStar, DISH, or their Subsidiaries or [*] or its Subsidiaries with respect to [*]-Branded Products from EchoStar under Section 3.1(b) or [*] or its Subsidiaries with respect to [*]-Branded Products from EchoStar under Section 3.1(b) after the Effective Date. If EchoStar makes any Patent Challenge (or assists in any Patent Challenge) with respect to any TiVo Patents in a manner not permitted in this subsection (b), the licenses in Section 3 (Licenses) and [*] provisions in Section 4.1 [*] may be terminated by TiVo upon written notice to EchoStar for those TiVo Patents unless: (i) EchoStar cures such breach within fifteen (15) days after receiving notice from TiVo of such breach, provided that EchoStar or its Subsidiary is identified as the party initiating or directing the Patent Challenge in any court, patent office or proceeding; or (ii) TiVo or its Subsidiary has first sued EchoStar, DISH, or their Subsidiaries or [*] or its Subsidiaries with respect to [*]-Branded Products from EchoStar under Section 3.1(b) or [*] or its Subsidiaries with respect to [*]-Branded Products from EchoStar under Section 3.1(b) after the Effective Date.

(c) To the extent legally enforceable in the jurisdiction relevant to the Patent in issue, while the license in Section 3.1(a) is still in effect, neither DISH nor any of its Subsidiaries shall make any Patent Challenge (or assist in any Patent Challenge) with respect to any TiVo Patents, unless a claim of infringement of such TiVo Patents is first Asserted in litigation against DISH or its Subsidiary after the Effective Date. If DISH makes any Patent Challenge (or assists in any Patent Challenge) with respect to any TiVo Patents, the licenses in Section 3 (“Licenses”) [*] may be terminated by TiVo upon written notice to DISH for those TiVo Patents unless (i) DISH cures such breach within fifteen (15) days after receiving notice from TiVo describing the breach in detail, provided that DISH or its Subsidiary is identified as the party initiating or directing the Patent Challenge in any court, patent office or proceeding; or (ii) TiVo or its Subsidiary has first sued DISH or its Subsidiary for infringement of those TiVo Patents after the Effective Date.

(d) To the extent legally enforceable in the jurisdiction relevant to the Patent in issue, while the license and covenant not to sue in Section 3.2 are still in effect, neither TiVo nor any of its Subsidiaries shall make any Patent Challenge (or assist in any Patent Challenge) with respect to any EchoStar Patents [*], unless a claim of infringement of such EchoStar Patents is first Asserted in litigation against TiVo or its Subsidiary after the Effective Date. If TiVo makes any Patent Challenge (or assists in any Patent Challenge) with respect to any EchoStar Patents in a manner not permitted in this subsection (d), the licenses in Section 3 (Licenses) [*] may be terminated by EchoStar upon written notice to TiVo for those EchoStar Patents unless (i) TiVo cures such breach within fifteen (15) days after receiving notice from EchoStar describing the breach in detail, provided that TiVo or its Subsidiary is identified as the party initiating or directing the Patent Challenge in any court, patent office or proceeding; or (ii) EchoStar or its Subsidiary has first sued TiVo or its Subsidiary for infringement of those EchoStar Patents after the Effective

[*]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.

Date.

(e) The remedies set forth above are the sole and exclusive remedies for any Patent Challenges brought in violation of the obligations described in this Section 4.2.

Section 5. PAYMENT

5.1. Payment to TiVo. The EchoStar Parties agree to pay TiVo a non-refundable payment in the total amount of Five Hundred Million Dollars ($500,000,000) (“Fee”), with the obligation to make payment of the entire Fee accruing in full immediately upon the Effective Date. For the convenience of the Parties, payment will be made in installments according to the following payment schedule:

Payment No.	Due Date	Amount of Payment
1	On the first business day after the Effective Date	$300,000,000.02 (“Initial Payment Obligation” or “Initial Payment”)
2	Due within [*] days of receipt of invoice, which may be delivered no earlier than [*] , 2012	$	33,333,333.33
3	Due within [*] days of receipt of invoice, which may be delivered no earlier than [*], 2013	$	33,333,333.33
4	Due within [*] days of receipt of invoice, which may be delivered no earlier than [*], 2014	$	33,333,333.33
5	Due within [*] days of receipt of invoice, which may be delivered no earlier than [*], 2015	$	33,333,333.33
6	Due within [*] days of receipt of invoice, which may be delivered no earlier than [[*]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.*], 2016	$	33,333,333.33
7	Due within [*] days of receipt of invoice, which may be delivered no earlier than [*], 2017	$	33,333,333.33
Total		$	500,000,000.00

Each of payments set forth in 2, 3, 4, 5, 6 and 7 of the above table (in the amount of $33,333,333.33 each), are hereinafter referred to as an “Installment Payment” and collectively as the “Installment Payments”. Invoices will be deemed received if sent as set forth in Exhibit M.

5.2. Payments; Taxes.

(a)Each payment from any EchoStar Party to TiVo under this Agreement, including the Fee payments and any Acquisition Fee payments, shall be made in U.S. dollars in immediately available funds by wire transfer to the account designated in writing by TiVo in Exhibit L.

(b)All Fee payments shall be remitted so that they are received by TiVo within

[*]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.

the time periods and in the amounts set forth in the schedule set forth in Section 5.1. The obligation of the EchoStar Parties to remit the Fee payments to TiVo in accordance with the payment schedule set forth in Section 5.1 shall be absolute, unconditional, noncontingent, noncancellable and nonrefundable, and, subject to Section 5.2(c), shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction or defense for any reason, including, but not limited to, any claims that TiVo failed to perform under this Agreement, termination or breach of this Agreement, or the use or non-use by either DISH or EchoStar of the license under Section 3.1 or rights granted under Section 4 of this Agreement. DISH and EchoStar shall each be jointly and severally liable for the payment of all Fees in accordance with the payment schedule set forth in Section 5.1.

(c)Fees and other amounts to be paid by the EchoStar Parties pursuant to this Section 5 do not include any Taxes, duties or charges of any kind imposed by any federal, state, local or other governmental entity, but the EchoStar Parties may deduct applicable withholding taxes, if any, remitted to any such tax authority. The EchoStar Parties shall in such case provide TiVo with a valid tax exemption certificate authorized by the appropriate tax authority, or, if such certificates are not available, other documentation evidencing such payment. The EchoStar Parties shall cooperate with TiVo and take all actions reasonably necessary in order to (i) secure a reduction or elimination of such taxes, or (b) support any claim made by TiVo to any appropriate tax authorities for income tax credits based on the EchoStar Party's withholding of such taxes.  All payments under this Agreement will be made by and between either DISH or EchoStar or their U.S. based designee and TiVo or TiVo's U.S. based designee.  To provide clear, coordinated and consistent treatment of this settlement for U.S. federal and state income tax purposes, DISH, EchoStar and TiVo agree that payments under the settlement should be treated for tax purposes as royalty income (or expense) for the licensed use of technology.

5.3. Acquisition of Additional Subscribers.

(a) Notwithstanding anything to the contrary in this Agreement, in the event of any Subscriber Acquisition Transaction, if the cumulative, aggregate number of Additional Subscribers generated by all Subscriber Acquisition Transactions exceeds [*], then any Excluded New Subscriber (and all products and services provided to or used by or for such Excluded New Subscriber) shall be excluded from the rights and licenses granted hereunder, unless DISH elects to make an additional payment with respect to such Excluded New Subscriber as set forth in this Section 5.3(a). The amount of such additional payment will be determined pursuant to an arm's-length negotiation between TiVo and DISH or, if TiVo and DISH are unable to reach an agreement, calculated by multiplying [*] the total number of such Excluded New Subscribers divided by [*] and by multiplying by [*] divided by [*] (“Acquisition Fee”).

(b) If DISH wishes to avail itself of the benefits of Section 5.3(a) with respect to a particular Subscriber Acquisition Transaction, DISH must promptly notify TiVo of any Subscriber Acquisition Transaction (including the expected number of Additional Subscribers) within [*] after the date of the closing thereof and shall track and keep accurate records of all subscribers of the MVPD involved in such Subscriber Acquisition Transaction, including all Additional Subscribers generated by such Subscriber Acquisition Transaction and the number of Excluded New Subscribers. In order to extend the license granted to DISH to the Excluded New Subscribers from any Subscriber Acquisition Transaction, DISH must provide notice to TiVo of its election to pay the additional amounts set forth in 5.3(a) above within [*] after the closing of the Subscriber Acquisition Transaction. After receiving such notice of DISH's election to pay the Acquisition Fee for the Excluded New Subscribers, DISH shall promptly provide TiVo with the total number of Additional Subscribers and Excluded New Subscribers and additional information for use in

[*]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.

calculating the Acquisition Fee. DISH shall pay the Acquisition Fee within [*] days after notice of its election. If there are any additional Excluded New Subscribers after such payment has been made, DISH will promptly pay for such additional Excluded New Subscribers at the same rate as used to determine the Acquisition Fee in Section 5.3(a) above within [*] days after the end of each subsequent month during which any Excluded New Subscribers are added. DISH will accompany each payment with a report of the number of Additional Subscribers and Excluded New Subscribers, broken down by Subscriber Acquisition Transaction and MVPD Service, and the number of Excluded New Subscribers for which the additional amounts have been paid, with such information disclosed subject to Section 8.2.

(c) TiVo shall have the right, which may be exercised only once per calendar year, to have the applicable records of DISH and its Subsidiaries audited by a nationally recognized independent auditor for the purpose of verifying the reports, and payments under this Section 5.3. The relevant accounting records (including electronic versions) will be made available to the auditor at the audited Party's principal accounting site. DISH shall promptly pay TiVo for any shortfall uncovered in the audit along with interest as set forth in Section 5.4 below. This provision will survive this Agreement for a period of [*] years after each respective accounting period. Should the audit discover any errors or omissions resulting in an underpayment by DISH of more than [*] of the amount due with respect to any Subscriber Acquisition Transaction, DISH shall reimburse TiVo for the costs of such audit.

5.4. Breach of Payment Obligation. If the Initial Payment is not made in full by the EchoStar Parties to TiVo by the first business day after the Effective Date, TiVo shall have the right to immediately terminate this Agreement and any releases, dismissal, licenses, covenants or other rights granted to any of the EchoStar Parties or any of their Subsidiaries under this Agreement shall be null and void ab initio. If any Installment Payment is not made in full by DISH to TiVo on the due date, and has not been paid in full by the EchoStar Parties within [*] after notice of such breach from TiVo, [*]. In addition to all other sums payable hereunder, the EchoStar Parties shall pay, and be jointly and severally liable for, all reasonable out-of-pocket expenses incurred by TiVo, including fees and disbursements of counsel, in connection with collection and other enforcement proceeding resulting therefrom. The foregoing obligation in no way limits any other rights or remedies available to TiVo, provided that, so long as TiVo receives payment in full of the Remaining Installment Payments and interest and expenses as set forth in this Section 5.4 above (whether through exercise of the [*] or otherwise) within [*] after the date of TiVo's notice of breach, then TiVo may not terminate the licenses [*] hereunder.

5.5. [*].

Section 6. TERM AND TERMINATION

6.1. Term.The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration of the last to expire of the TiVo Patents or EchoStar Patents (“Term”), unless earlier terminated as set forth below.

6.2. Termination.

(a) If the EchoStar Parties breach their Initial Payment Obligation under Section 5.1, then TiVo shall have the right to terminate this Agreement as set forth in Section 5.4. In such event, no releases, dismissal, licenses, covenants or other rights shall be granted to any of the EchoStar Parties or any of their Subsidiaries under this Agreement and all such rights shall be null and void ab initio.

(b) If the EchoStar Parties breach the obligation to make any Installment Payment under Section 5.1, and do not cure by making such payment in full within fifteen (15) days after

[*]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.

notice of such breach from TiVo (including late charges and expenses under Section 5.4 above), then TiVo shall be entitled to the remedies available under [*]. If, after [*] after notice of such breach from TiVo, TiVo has not received in full the Installment Payments and any other payments due under Section 5.4 from the EchoStar Parties, only then will TiVo have the right to terminate the rights and licenses granted to the EchoStar Parties and their Subsidiaries under this Agreement, other than those set forth in Section 2 (Releases and Settlement). In such event, licenses and other rights granted to the EchoStar Parties and their Subsidiaries in Section 3 (“Licenses”) [*] shall immediately terminate. The rights and licenses granted to TiVo and its Subsidiaries in Section 2 (Releases and Settlement), Section 3 (“Licenses”) and the payment and other obligations of the EchoStar Parties under Section 5 (“Payment”) shall survive.

(c) After payment by DISH to TiVo of the full amount of the Fee under Section 5.1, this Agreement shall not be terminated by TiVo for any reason prior to the end of the Term, provided, however, that TiVo shall have the right to terminate the licenses [*]. Neither DISH nor EchoStar shall have any right to terminate this Agreement for any reason, including any claims that TiVo breached or otherwise failed to perform under this Agreement.

(d) Upon expiration of the Term of this Agreement, the licenses and covenants granted to each Party and its Subsidiaries under Section 3 (“Licenses”) and [*] shall terminate. Section 5 (“Payment”) and Section 11 (“General”) shall survive any termination or expiration of this Agreement for any reason. Upon receipt by TiVo of the Initial Payment described in Section 5.1, Section 2 (“Releases and Settlement”) shall survive any termination or expiration of this Agreement for any reason.

Section 7. REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1. TiVo Representations, Warranties, and Covenants.TiVo represents and warrants, as of the Effective Date, that (a) TiVo has the full power to enter into this Agreement, to perform its obligations hereunder, and to cause its Former Subsidiaries, Current Subsidiaries and Future Subsidiaries to comply with the applicable terms of this Agreement, without the need for any licenses, covenants, releases, consents, approvals, or immunities not yet granted by or obtained from Third Parties; (b) the Patents listed on Exhibit T (excluding any TiVo Excluded Patent Claims) are TiVo Patents and TiVo and/or TiVo International, Inc. is the owner of the entire right, title, and interest in and to the TiVo Patents as of the Effective Date, and no other Person has the right to sue for infringement under the TiVo Patents; (c) neither TiVo nor any of its Subsidiaries has previously assigned any TiVo Patent or claim for infringement or entitlement to damages against the EchoStar Parties or their Subsidiaries (or, to the best of TiVo's knowledge, against Commercial Partners of DISH, EchoStar, and their respective Current Subsidiaries, or the agents, representatives, officers, employees, directors, shareholders, attorneys, advisors, insurers, successors, and assigns of DISH, EchoStar, and their respective Current Subsidiaries and Commercial Partners) for infringement of any TiVo Patent; and (d) neither TiVo nor any of its Current Subsidiaries or Former Subsidiaries has previously granted any currently effective Liens or exclusive rights in any TiVo Patents that conflict with, or could, if exercised, result in the loss of the benefit of any of the rights, licenses, covenants, releases, and [*] granted herein. TiVo covenants that neither TiVo nor any of its Former Subsidiaries, Current Subsidiaries or Future Subsidiaries shall assign any TiVo Patents without making such assignment subject to the rights, licenses, covenants, releases, and [*] granted to the EchoStar Parties herein with respect to such TiVo Patents (“EchoStar Rights”), and the EchoStar Rights shall run with the TiVo Patents and be binding upon such assignee with respect to the assigned TiVo Patents. [*].

7.2. DISH and EchoStar Representations, Warranties, and Covenants. DISH and EchoStar each represent and warrant as of the Effective Date that (a) DISH and EchoStar each have the full

[*]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.

power to enter into this Agreement, to perform their obligations hereunder, and to cause their respective Former Subsidiaries, Current Subsidiaries and Future Subsidiaries to comply with the applicable terms of this Agreement, without the need for any licenses, covenants, releases, consents, approvals, or immunities not yet granted by or obtained from Third Parties; (b) the Patents listed on Exhibit U are EchoStar Patents and EchoStar Technologies L.L.C. (a wholly owned Subsidiary of EchoStar) is the owner of the entire right, title, and interest in and to the EchoStar Patents as of the Effective Date, and no other Person has the right to sue for infringement under the EchoStar Patents; (c) none of DISH, EchoStar, or any of their respective Subsidiaries has previously assigned any EchoStar Patent or claim for infringement or entitlement to damages against TiVo or its Subsidiaries (or, to the best of the EchoStar Parties' knowledge, against Commercial Partners of TiVo and its Current Subsidiaries, or the agents, representatives, officers, employees, directors, shareholders, attorneys, advisors, insurers, successors, and assigns of TiVo and its Current Subsidiaries and Commercial Partners) for infringement of any EchoStar Patent other than to DISH, EchoStar, and/or their respective Current Subsidiaries; (d) none of DISH, EchoStar, or any of their Current Subsidiaries or Former Subsidiaries has previously granted any currently effective Liens or exclusive rights in any EchoStar Patents that conflict with, or could, if exercised, result in the loss of the benefit of any of the rights, licenses, covenants, and releases granted herein; and (e) the number of [*] is no greater than [*].  [*]

7.3. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTIONS 7.1 AND 7.2 OF THIS AGREEMENT, RIGHTS WITH RESPECT TO PATENTS ARE PROVIDED “AS IS,” AND NO PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES BY VIRTUE OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED. Without limiting the foregoing disclaimer, it is understood and agreed that nothing in this Agreement shall be construed as:

(a) a warranty or representation by any Party as to the validity or scope of any of its Patents;

(b) a warranty or representation by any Party that any manufacture, sale, use or other disposition of products by another Party has been or will be free from infringement of any Patents;

(c) an agreement by any Party to bring or prosecute actions or suits against any other Person for infringement, or conferring any right to the other Party to bring or prosecute actions or suits against any other Person for infringement;

(d) conferring upon any Party or its Subsidiaries any right to include in advertising, packaging or other commercial activities related to its products and services licensed under this Agreement, any reference to another Party (or any of its Subsidiaries), its trade names, trademarks or service marks in a manner which would be likely to cause confusion as to source of origin or to indicate that such product or service licensed under this Agreement is in any way certified by the other Party or its Subsidiaries (other than being made under license);

(e) conferring by implication, estoppel or otherwise, upon either Party, any right or license under any Patents except for the releases, licenses, [*] and covenants expressly granted hereunder; or

(f) an obligation to furnish any technical information, copyrights, mask works or know-how.

Section 8. CONFIDENTIALITY AND PUBLICITY

8.1. Press Release. As soon as reasonably practicable, but in no event more than one (1)

[*]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.

business day after the receipt by TiVo of the Initial Payment under Section 5.1, the Parties shall release a press release concerning the settlement of the Pending Litigations in the form of Exhibit K (“Press Release”).

8.2. Confidentiality. Except as set forth in the Press Release and as set forth in the Parties' respective securities filings pursuant to subsection (b) below, each Party hereby agrees not to disclose to Third Parties (without the prior written consent of the other Party, which consent may be withheld in the sole and absolute discretion of such Party for any reason or no reason): (i) the terms and conditions of this Agreement, except (x) by the EchoStar Parties, in confidence, to [*] and [*] for sections directly applicable to [*] or DISH, as applicable, and (y) by TiVo, in confidence, to Humax for sections directly applicable to Humax; or (ii) the confidential information of the other Party disclosed pursuant to this Agreement and marked as confidential, which in the case of DISH shall include any and all non-public information relating to Subscriber Acquisition Transactions, Additional Subscribers, and sales of DISH Licensed Products marked as confidential by DISH. Notwithstanding the foregoing, no Party shall be liable for the disclosure of the terms and conditions of this Agreement or such confidential information (a) pursuant to judicial action or decree, any requirement of any government or any agency or department thereof having jurisdiction over such Party, provided that in the reasonable opinion of counsel for such Party such disclosure is required and such Party to the extent reasonably practical shall have given the other Parties notice prior to such disclosure sufficient to allow the other Parties to seek a protective order; (b) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations or stock exchange rules, (c) in confidence, to legal counsel; (d) to its accountants, provided such disclosure is made subject to a nondisclosure agreement that is at least as protective of the other Parties' rights as this Section 8.2; (e) to a Third Party's outside counsel in connection with a potential merger, acquisition or financing by, of or with the Party, or any other potential Change of Control of a Party, provided that such disclosure shall (i) be on a strictly limited, need-to-know basis, (ii) when such transaction is reasonably certain to take place, and (iii) on terms applicable to the most confidential information disclosed by such Party in connection with such transaction provided such terms are at least as restrictive as set forth herein; (f) as reasonably required in connection with the enforcement of this Agreement or any rights hereunder; or (g) to the extent such terms and conditions have become generally known or available to the public other than through the breach of this Section 8.2 by the disclosing Party. The provisions of this Section 8.2 shall survive expiration or termination of this Agreement (for any reason or no reason whatsoever) indefinitely.

Section 9. CHANGE OF CONTROL

9.1 Change of Control. If a Party (the “Acquired Party”) undergoes a Change of Control involving a Third Party (the “Acquirer”), then each of the following subsections shall apply:

(a) The Acquired Party shall give notice within thirty (30) days after the closing of such Acquisition to the other Party (“Non-Acquired Party”). For purposes of this Section 9.1, the Non-Acquired Party means TiVo if the Acquired Party is any EchoStar Party and means the EchoStar Parties if the Acquired Party is TiVo.

(b) Upon a Change of Control of DISH where the Acquirer [*], the DISH Network Services shall be limited to those DISH Network Services being offered by DISH prior to and as of the closing of such Change of Control (“Existing DISH Network Services”) and the licenses granted to the EchoStar Parties in Section 3 (“Licenses”) [*]. [*] If Subscriber Acquisition Transactions generate more than [*] Additional Subscribers cumulatively for DISH

[*]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.

Network Services, [*].

(c) If there is any Change of Control of EchoStar where the Acquirer is an MVPD or an Affiliate of an MVPD (in each case other than DISH) or if EchoStar or any of its Affiliate acquires an MVPD (other than DISH, the [*] Service or [*] Service) or launches or [*], then [*]. If there is a Change of Control of EchoStar where the Acquirer is a vendor of DVRs or DVR Technology or its Affiliate (“DVR Vendor”), then [*].

(d) If TiVo assigns a TiVo Patent to a Third Party who is not bound to [*] with respect to such TiVo Patent upon such assignment, then [*]; provided, however, [*].

(e) Except as otherwise expressly set forth above in this Section 9.1, the licenses and covenants granted to each Party and its Subsidiaries (and permitted successors and permitted assigns) will remain in effect after such Change of Control in accordance with this Agreement for the remainder of the Term of this Agreement.

Section 10. ARBITRATION

10.1. Arbitration Procedures. For any dispute or disagreement that is permitted or required to be arbitrated by the express terms of this Agreement, the Parties agree to proceed as follows:

(a) The Parties will select an independent Judicial Arbitration Mediation Services (“JAMS”) arbitrator who (i) is a former federal judge, (ii) has not been involved previously in overseeing or handling prior litigation or any other dispute involving the Parties, and (iii) is available to start the arbitration hearing within thirty (30) days (the “Selection Criteria”). If, for whatever reason, the Parties cannot mutually agree on an independent arbitrator within five (5) days of either Party electing arbitration, JAMS shall appoint an independent arbitrator who meets the Selection Criteria.

(b) The arbitration will be conducted under the JAMS Streamlined Arbitration Rules and Procedures except as modified by any express procedures set forth in this Agreement for such arbitration.

(c) It is the intention of the Parties to proceed with any arbitration with the utmost expedition and in accordance with the schedule set forth in the relevant Section of this Agreement. If any deadline set forth in this Agreement is not achieved, the arbitrator, once selected, may make only such adjustments to the schedule as he or she may deem necessary, which must be consistent with the intent of the Parties to complete the arbitration on an expedited basis.

(d) Unless otherwise mutually agreed by the Parties, any arbitration proceeding under this Section 10 will take place in the JAMS offices in San Francisco.

(e) The Parties will be responsible for their own costs for any such arbitration and shall each pay one half of the third party fees and costs of arbitration under this Section 10.

Section 11. GENERAL

11.1 Notices. All notices that are required or permitted to be given hereunder shall be in writing and shall be sent by facsimile transmission or by overnight courier service, charges prepaid, to the Party to be notified, addressed to such Party at the address set forth below, or sent by facsimile to the fax number set forth below, or such other address(es) or fax number(s) as such Party may have substituted by written notice to the other Party. The sending of such notice with confirmation of successful transmission thereof (in the case of facsimile transmission) or receipt of such notice (in the case of delivery by overnight courier service) or, if the addressee refuses to accept the tender of such notice, then the tender of such notice for delivery shall constitute the giving thereof.

[*]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.

if to TiVo:

TiVo Inc.

Attn: Office of the General Counsel

2160 Gold Street

Alviso, California 95002-2160

Fax: [*]

with a copy which shall not constitute notice to:

Morgan Chu, Esq.

Irell & Manella

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067-4276

Fax: [*]

if to DISH:

DISH Network Corporation

Attn: Office of the General Counsel

9601 South Meridian Blvd.

Englewood, Colorado 80112

Fax: [*]

with a copy which shall not constitute notice to:

Rachel Krevans, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

Fax: [*]

if to EchoStar:

EchoStar Corporation

Attn: Office of the General Counsel

100 Inverness Terrace East

Englewood, Colorado 80112

Fax: [*]

with a copy which shall not constitute notice to:

Rachel Krevans, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

Fax: [*]

11.2. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of California (without giving effect to the laws, rules or principles thereof regarding conflict of laws).

11.3. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the Parties. Neither TiVo nor any of its agents has any authority of any kind to bind DISH or EchoStar in any respect whatsoever, none of DISH, EchoStar, or their respective agents has any

[*]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.

authority of any kind to bind TiVo in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors. Persons who are granted releases, licenses or covenants not to sue or who receive the benefits of [*] under this Agreement may assert the same as a defense to a claim of infringement of the TiVo Patents or EchoStar Patents in a litigation against such Person by a Party that would be precluded by such rights and shall be deemed to be a third party beneficiary solely for asserting such defense; however, no Person except a signatory to this Agreement may bring or assert any claim for breach or damages or other remedy under this Agreement and no other Person will have any rights of enforcement under this Agreement.

11.4. Assignment. This Agreement may not be assigned by any Party without the prior written consent of the other Parties, including by operation of law. Any assignment of this Agreement by a Party without the prior written consent of the other Parties shall be null and void. Notwithstanding the foregoing, such other Parties' consent shall not be required for any assignment to a Person that succeeds to all or substantially all of such Party's business and assets, provided that: (i) [*]; (ii) the assigning Party shall notify the other Parties in writing of such assignment; and (iii) the assignee shall agree in writing (on behalf of itself and its Subsidiaries) to be bound by all of the terms and conditions of this Agreement, including all releases (solely with respect to claims, counterclaims, demands, actions, causes of action, damages, liabilities, losses, payments, obligations, costs, and expenses that the assigning Party and its Subsidiaries had prior to such assignment that are released under Section 2), licenses, covenants, and other rights granted to the other Party and its Subsidiaries under this Agreement. [*] This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and permitted assigns.

11.5. Further Assurances. Each Party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested in order to effectuate fully the purposes, terms and conditions of this Agreement, including, with respect to each of DISH and EchoStar, all actions, documents, instruments and consents as may reasonably be requested by TiVo to make fully effective [*]to make fully effective the licenses, releases, [*] and other rights and protections contemplated under Sections 3.1 and 7.1, including as to an assignee of the TiVo Patents with respect to the assigned TiVo Patents.

11.6. Waiver. A waiver, express or implied, of any right under this Agreement or of any failure to perform or breach hereof shall not constitute or be deemed to be a waiver of any other right hereunder or of any other failure to perform or breach hereof, whether of the same, or a similar or dissimilar nature thereto. Nothing in this Agreement or the Dismissals shall be interpreted as a waiver of, and each Party, on behalf of itself and its Subsidiaries, reserves the right to challenge on any basis the use of any of Patent or Patent applications as prior art to invalidate claims of other Patents.

11.7. Severability. If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of the Parties within the limits of applicable law or applicable court decision.

11.8. Bankruptcy. All licenses, immunities, releases, [*] and covenants with respect to Patents granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights of “intellectual property” and rights to “intellectual property” under agreements supplementary thereto as “intellectual property” is

[*]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.

defined under Section 101 of the Bankruptcy Code. Licenses, immunities, releases, [*] and covenants with respect to Canadian Patents granted under or pursuant to this Agreement additionally are, and shall otherwise be deemed to be, for purposes of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, s. 65.11(7) and the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, s. 32(6) “(Canadian Bankruptcy Protections”), rights to use intellectual property granted to a party to an agreement. The Parties agree that any Party, as licensee of such rights under this Agreement and as beneficiary of such agreements supplementary thereto, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code in the event of any bankruptcy or insolvency proceeding of any kind or nature. Each Party acknowledges that if another Party, as a debtor in possession, or a trustee-in-bankruptcy for such Party, in a case under the Bankruptcy Code, rejects this Agreement, the other Parties and their Subsidiaries may elect to retain their rights under this Agreement as provided in Section 365(n) of the Bankruptcy Code and, with respect to Canadian Patents, maintain them as provided by the Canadian Bankruptcy Protections. Each Party irrevocably waives all arguments and defenses arising under 11 U.S.C. § 365(c)(1) or successor provisions to the effect that applicable law excuses such Party from accepting performance from or rendering performance to an entity other than the debtor or debtor in possession as a basis for opposing assumption of this Agreement in a case under Chapter 11 of the Bankruptcy Code to the extent that such consent is required under 11 U.S.C. § 365(c)(1) or any successor statute, provided that any Change of Control shall remain subject to Section 9 above and provided further that, with respect to any proceeding under Chapter 11 of the Bankruptcy Code with respect to any of the EchoStar Parties, solely if TiVo has received full payment of the Fee set forth in Section 5.1.

11.9. Cumulative Remedies. The rights and remedies of the Parties as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies now or hereafter provided by law or at equity.

11.10. Captions and Headings. The captions and headings used in this Agreement are inserted for convenience only, do not form a part of this Agreement, and shall not be used in any way to construe or interpret this Agreement.

11.11. Construction. This Agreement has been negotiated by the Parties and shall be interpreted fairly in accordance with its terms and without any construction in favor of or against any Party.

11.12. Counterparts. This Agreement may be executed (including by facsimile signature or by electronic transmission of scanned signature pages) in one or more counterparts with the same effect as if the Parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one agreement.

11.13. Indemnity.

(a)TiVo, on behalf of itself and its Subsidiaries, hereby agrees to indemnify, defend, and hold harmless the EchoStar Parties and their respective Subsidiaries from and against any and all liability, loss, damage, and expense (including reasonable attorneys' fees) they may suffer as the result of third-party claims, demands, and actions arising out of (i) an Assertion of a claim of infringement of a TiVo Patent by any Subsidiary of TiVo that is not bound to this Agreement for any reason which Assertion would be precluded by the releases, licenses, [*] or covenants hereunder if such Subsidiary were bound, or [*].

(b)The EchoStar Parties, on behalf of themselves and their respective Subsidiaries, hereby agree to defend, indemnify, and hold harmless TiVo, its Subsidiaries from and against any and all

[*]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.

liability, loss, damage, and expense (including reasonable attorneys' fees) they may suffer as the result of third-party claims, demands, and actions arising out of (i) an Assertion of a claim of infringement of an EchoStar Patent by any Subsidiary of an EchoStar Party that is not bound to this Agreement for any reason which Assertion would be precluded by the releases, licenses, or covenants hereunder if such Subsidiary were bound, or [*].

(c) Each of the foregoing agreements to defend, indemnify, and hold harmless is conditioned on the indemnitee (i) providing prompt written notice of any claim giving rise to an indemnification obligation hereunder, (ii) permitting the indemnitor to assume full responsibility to investigate, prepare for, and defend against any such claim, (iii) providing reasonable assistance in the defense of such claim at the indemnitor's reasonable expense, and (iv) not compromising or settling such claim without the indemnitor's advance written consent. If the Parties cannot agree as to the application of this Section 11.13 to any particular third-party claim, demand, or action, each may conduct separate defenses of the claim, demand, or action and each Party reserves the right to claim indemnification from the other in accordance with this Section 11.13 upon the resolution of the underlying claim, demand, or action.

11.14. Entire Agreement; Amendment. This Agreement, including the Exhibit(s) attached hereto which are incorporated herein by reference, constitutes the entire understanding and only agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous negotiations, representations, term sheets, agreements, and understandings, written or oral, that the Parties may have reached with respect to the subject matter hereof. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of each of the Parties hereto.

[Remainder of page intentionally left blank.]

[*]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.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

DISH NETWORK CORPORATION By:/s/ Bernard Han Name: Bernard Han Title: COO	TIVO INC. By:/s/ Matthew Zinn Name: Matthew Zinn Title: Senior Vice President, General Counsel
ECHOSTAR CORPORATION By:/s/ Michael T. Dulan Name: Michael T. Dulan Title: CEO & President

EchoStar Technologies L.L.C. is the owner of the entire right, title, and interest in and to the EchoStar Patents and hereby agrees to be bound by the releases, licenses, covenants and other rights granted to TiVo and its Subsidiaries under this Agreement pursuant to its terms, including the licenses granted to TiVo and its Subsidiaries with respect to the EchoStar Patents and the covenant to make any assignment of any EchoStar Patents subject to the rights, licenses, covenants, releases, and immunities granted to TiVo and its Subsidiaries herein with respect to such EchoStar Patents:

ECHOSTAR TECHNOLOGIES L.L.C.

By:	/s/ Mark Jackson
Name:	Mark Jackson
Title:	President

TiVo International, Inc. is the owner of the entire right, title, and interest in and to the TiVo Patents outside the United States and hereby agrees to be bound by the releases, licenses, covenants and other rights granted to the EchoStar Parties and their respective Subsidiaries under this Agreement pursuant to its terms, including the licenses granted to the EchoStar Parties and their respective Subsidiaries with respect to the TiVo Patents and the covenant to make any assignment of any TiVo Patents subject to the rights, licenses, covenants, releases, and immunities granted to the EchoStar Parties and their respective Subsidiaries herein with respect to such TiVo Patents:

TIVO INTERNATIONAL, INC.

By:	/s/ Matthew Zinn
Name:	Matthew Zinn
Title:	Secretary

EXHIBIT A - JOINT MOTION TO DISMISS APPEAL No. 2009-1374

No. 2009-1374 IN THE UNITED STATES COURT OF APPEALS FOR THE FEDERAL CIRCUIT ____________ TiVo Inc., Plaintiff-Appellee, v. EchoStar Corporation, EchoStar DBS Corporation, EchoStar Technologies Corporation, Echosphere Limited Liability Company, EchoStar Satellite LLC, and DISH Network Corporation, Defendants-Appellants. ____________ Appeal from the United States District Court for the Eastern District of Texas in case no. 2:04-CV-01, Judge David Folsom. ___________ JOINT MOTION TO DISMISS APPEAL ___________

Seth P. Waxman Wilmer Cutler Pickering     Hale and Dorr LLP 1875 Pennsylvania Avenue, NW Washington, DC 20006 (202) 663-6000 Attorney for Plaintiff-Appellee

E. Joshua Rosenkranz Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 (212) 506-5000 Don O. Burley Finnegan, Henderson, Farabow,   Garrett & Dunner, LLP 901 New York Avenue, NW Washington, DC 20001 (202) 408-4000 Attorneys for Defendants-Appellants

On April 29, 2011, Plaintiff-Appellee TiVo Inc. and Defendants-Appellants EchoStar Corporation, EchoStar DBS Corporation, EchoStar Technologies Corporation, Echosphere Limited Liability Company, EchoStar Satellite LLC, and DISH Network Corporation executed a confidential settlement agreement addressing a number of matters previously contested between them, including the matters that were at issue in this appeal.  In light of that agreement, both parties now wish to immediately terminate any further appellate proceedings in this case and return promptly to the district court for the entry of appropriate orders similarly terminating further proceedings in that court.  Therefore, pursuant to Rule 42(b) of the Federal Rules of Appellate Procedure, the parties stipulate and jointly move to dismiss the above-captioned appeal.  Each party is to bear its own costs and attorneys' fees pursuant to the agreement, and all fees due to the Clerk have been paid.

Respectfully submitted,

Dated: May ___, 2011________________________

Seth P. Waxman

Wilmer Cutler Pickering

Hale and Dorr LLP

1875 Pennsylvania Avenue, NW

Washington, DC 20006

(202) 663-6000

Counsel for Plaintiff-Appellee

Dated: May ___, 2011________________________

Don O. Burley

Finnegan, Henderson, Farabow,

Garrett & Dunner, LLP

901 New York Avenue, NW

Washington, DC 20001

(202) 408-4000

E. Joshua Rosenkranz

Orrick, Herrington & Sutcliffe LLP

51 West 52nd Street

New York, NY 10019-6142

(212) 506-5000

Counsel for Defendants-Appellants

2009-1374

United States Court of Appeals

for the Federal Circuit

TiVo Inc.,

Plaintiff-Appellee,

v.

EchoStar Corporation, EchoStar DBS Corporation,

EchoStar Technologies Corporation, Echosphere Limited Liability Company, EchoStar Satellite LLC, and DISH Network Corporation,

Defendants-Appellants.

DECLARATION OF AUTHORITY

In accordance with Federal Circuit Rule 47.3(d) and pursuant to 28 U.S.C. § 1746, I, Don O. Burley, hereby declare under penalty of perjury that Seth P. Waxman has authorized me to sign the foregoing Joint Motion to Dismiss Appeal on his behalf.

May ___, 2011 Respectfully submitted, ________________________________ Don O. Burley Finnegan, Henderson, Farabow,   Garrett & Dunner, LLP 901 New York Avenue, NW Washington, DC 20001 Attorney for Defendants-Appellants

CERTIFICATE OF INTEREST

Counsel for Plaintiff-Appellee TiVo Inc. certifies the following:

1.The full name of every party or amicus represented by us is:

TiVo Inc.

2.The name of the real party in interest (if they party named in the caption is not the real party in interest) represented by us is:

Not applicable

3.All parent corporations and any publicly held companies that own 10 percent or more of the stock of the party or amicus curiae represented by us are:

BlackRock Inc. directly or indirectly owns 10% or more of TiVo's stock.

4.There is no such corporation as listed in paragraph 3.

5.The names of all law firms and the partners or associates who appeared for the party or amicus now represented by us in the trial court or agency or are expected to appear in this Court are:

Irell & Manella LLP (Morgan Chu, Christine Byrd,* Perry Goldberg, Ben Yorks, Andrei Iancu, Laura Brill,* Alexander Giza,* Adam Hoffman,* Brian Jones,* Richard Lyon,* Michelle Armond,* Brian Krechman*)

McKool Smith LLP (Sam Baxter, Garret Chambers)

Patton Tidwell & Schroeder, LLP (Nicholas Patton, Trey Schroeder)

Crowell & Moring (R. Scott Feldmann, Randall Erickson, Steven Rice, Van Nguyen)

Wilmer Cutler Pickering Hale and Dorr LLP (Seth Waxman, Edward C. DuMont, Daniel S. Volchok, Thomas Saunders)

Dated: May ___, 2011

Daniel S. Volchok

Counsel for Plaintiff-Appellee.

* No longer with the firm.

2009-1374

United States Court of Appeals

for the Federal Circuit

TiVo Inc.,

Plaintiff-Appellee,

v.

EchoStar Corporation, EchoStar DBS Corporation,

EchoStar Technologies Corporation, Echosphere Limited Liability Company, EchoStar Satellite LLC, and DISH Network Corporation,

Defendants-Appellants.

DECLARATION OF AUTHORITY

In accordance with Federal Circuit Rule 47.3(d) and pursuant to 28 U.S.C. § 1746, I, Don O. Burley, hereby declare under penalty of perjury that Daniel S. Volchok has authorized me to sign the foregoing Certificate of Interest on his behalf.

May ________, 2011	Respectfully submitted,
	Don O. Burley
	FINNEGAN, HENDERSON, FARABOW,
	GARRETT & DUNNER, LLP
	901 New York Avenue, NW
	Washington, DC 20001
	Attorney for Defendants-Appellants

CERTIFICATE OF INTEREST

Counsel for Defendants-Appellants certify the following:

1.The full name of every party or amicus represented by us is:

EchoStar Corporation

EchoStar DBS Corporation

EchoStar Technologies Corporation

Echosphere Limited Liability Company

EchoStar Satellite LLC, and

DISH Network Corporation

2.The foregoing parties are the real parties in interest.

3.The following are parent corporations and publicly held companies that own 10% or more of the stock of any party represented by us:

EchoStar Communications Corporation k/n/a DISH Network Corporation, a publicly traded company is the parent corporation that holds, indirectly and through a series of wholly owned entities, 100% of the stock of Defendants‑Appellants EchoStar DBS Corporation k/n/a DISH DBS Corporation, Echosphere LLC, and EchoStar Satellite LLC k/n/a DISH Network LLC.

EchoStar Corporation, a publicly traded company is the parent corporation that holds, indirectly and through a series of wholly owned entities, 100% of the stock of Defendant‑Appellant EchoStar Technologies Corporation k/n/a EchoStar Technologies LLC.

4.The names of all law firms and the partners or associates that appeared for the parties now represented by us in the District Court or are expected to appear in this Court are:

Harold J. McElhinny, Rachel Krevans, Karl J. Kramer, Charles S. Barquist, Emily A. Evans, Alison M. Tucher, Marc J. Pernick, Seth M. Galanter, Robert M. Harkins, Jason A. Crotty, Paul A. Friedman, Scott F. Llewellyn, Peter P. Meringolo, Ann Aronovitz Citrin, Kristina Paszek, Jay Hoon Lee, Nancy S. Halpin

Morrison & Foerster

Damon Young, John Pickett

Young, Pickett & Lee

Donald R. Dunner, Don O. Burley, Erik R. Puknys, Andrew J. Vance, Tina E. Hulse

Finnegan, Henderson, Farabow, Garrett & Dunner, LLP

E. Joshua Rosenkranz, Joseph Evall, Alex V. Chachkes

Orrick, Herrington & Sutcliffe LLP

Dated: May ___, 2011

Don O. Burley

Finnegan, Henderson, Farabow,

Garrett & Dunner, LLP

901 New York Avenue, NW

Washington, DC 20001

(202) 408-4000

Attorney for Defendants-Appellants

EXHIBIT B -PROPOSED ORDER TO DISMISS APPEAL No. 2009-1374

No. 2009-1374

IN THE UNITED STATES COURT OF APPEALS

FOR THE FEDERAL CIRCUIT

____________

TiVo Inc.,

Plaintiff-Appellee,

v.

EchoStar Corporation, EchoStar DBS Corporation,

EchoStar Technologies Corporation, Echosphere Limited Liability Company, EchoStar Satellite LLC, and DISH Network Corporation,

Defendants-Appellants.

____________

Appeal from the United States District Court

for the Eastern District of Texas in case no. 2:04-CV-01,

Judge David Folsom.

___________

ORDER DISMISSING APPEAL

___________

UPON CONSIDERATION of the parties' Joint Motion to Dismiss Appeal, it is ORDERED that:

The motion is GRANTED, and the appeal of Defendants-Appellants EchoStar Corporation, et al. is hereby DISMISSED. Each party shall bear its own costs.

FOR THE COURT:

Date: ________________________________________________

CERTIFICATE OF SERVICE

I hereby certify that on this 29^th day of April 2011, two copies of the foregoing Joint Motion to Dismiss Appeal, the Certificate of Interest for TiVo Inc., and the Certificate of Interest for EchoStar Corporation, et al. were served by Federal Express (with courtesy copies sent by e-mail) on the following counsel:

Seth P. Waxman

WilmerHale

1875 Pennsylvania Avenue, NW

Washington, DC 20006

seth.waxman@wilmerhale.com

EXHIBIT C - JOINT MOTION TO DISMISS 2:04-cv-00001-DF-CMC

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

TiVo Inc., a Delaware corporation, Plaintiff, v. 1. DISH Network Corporation, a Nevada corporation; 2. EchoStar DBS Corporation, a Colorado corporation; 3. EchoStar Technologies Corporation., a Texas corporation; 4. Echosphere L.L.C., a Colorado limited liability company; 5. EchoStar Satellite L.L.C., a Colorado limited liability company; and 6. EchoStar Corporation, a Nevada corporation. Defendants. Case No.2:04-cv-00001-DF-CMC (Judge Folsom) JOINT MOTION TO DISMISS WITH PREJUDICE, SATISFY JUDGMENTS AND ORDERS AWARDING MONEY, DISSOLVE INJUNCTIONS, AND RELEASE AND RETURN SUPERSEDEAS BOND

Plaintiff TiVo Inc. (“Plaintiff”) and Defendants DISH Network Corporation, EchoStar DBS Corporation, EchoStar Technologies Corporation, Echosphere L.L.C., EchoStar Satellite L.L.C., and EchoStar Corporation (collectively, “Defendants”) hereby stipulate and jointly move to dismiss the above-captioned case with prejudice, to dissolve injunctions, and to release and return the supersedeas bond. Plaintiff and Defendants (collectively, the “Parties”) executed a confidential settlement agreement on April 29, 2011 (the “Agreement”) resolving all claims asserted or assertable by the Parties based on the patent at issue in this case.

Pursuant to the Agreement, the Parties stipulate and agree that all claims and causes of action asserted or assertable by Plaintiff against Defendants based on the patent at issue in this case, and all claims and causes of action asserted or assertable by Defendants against Plaintiff based on the patent at issue in this case, are dismissed with prejudice pursuant to Federal Rule of Civil Procedure 41(a), with Plaintiff and Defendants to bear their own costs and attorneys' fees in this case.

Pursuant to the Agreement, the Parties further stipulate that the consideration under the settlement agreement shall satisfy any and all monetary obligations of the Parties arising from this action, including without limitation any monetary obligations arising under or imposed by: (a) any judgment or injunction entered herein, including the Final Judgment and Permanent Injunction entered herein on August 17, 2006 [Dkt. 776]; the Amended Final Judgment and Permanent Injunction entered herein on September 8, 2006 [Dkt. 806]; and the Amended Final Judgment and Permanent Injunction entered herein on June 2, 2009 [Dkt. 932]; and (b) any order awarding the recovery of money from Defendants, whether in the form of sanctions, damages, fees, and/or interest, including the Court's Order re Supplemental Damages and Prejudgment Interest for the Period of August 1, 2006 to September 8, 2006 [Dkt. 819]; Order of June 2, 2009 [Dkt. 931]; Order of September 4, 2009 [Dkt. 987]; Order of September 4, 2009 [Dkt. 988]; and

Order of February 8, 2010 [Dkt. 1015].

Pursuant to the Agreement, the Parties further stipulate and agree to dissolve all injunctions entered herein, including the Permanent Injunctions entered herein on August 17, 2006 [Dkt. 776], September 8, 2006 [Dkt. 806], and June 2, 2009 [Dkt. 932].

Pursuant to the Agreement, the Parties further stipulate and agree to release and return the supersedeas bond approved on June 29, 2009 [Dkt. 951].

A proposed order is submitted herewith.

Dated: May__, 2011By:

Rachel Krevans (Pro Hac Vice)

MORRISON & FOERSTER llp

425 Market Street

San Francisco, California 94105-2482

Telephone: (415) 268-7000

Facsimile: (415) 268-7522

Damon Young

YOUNG PICKETT & LEE

Post Office Box 1897

4122 Texas Boulevard

Texarkana, Texas 75504

Telephone: (903) 794-1303

Facsimile: (903) 792-5928

Otis Carroll

IRELAND, CARROLL & KELLEY

6101 South Broadway, Suite 500

Tyler, Texas 75703

Telephone: (903) 561-1600

Facsimile: (903) 581-1071

Attorneys for Defendants

By:

Morgan Chu (Pro Hac Vice)

Andrei Iancu (Pro Hac Vice)

Perry Goldberg (Pro Hac Vice)

IRELL & MANELLA LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067-4276

Telephone: (310) 277-1010

Facsimile: (310) 203-7199

Samuel E. Baxter

MCKOOL SMITH, P.C.

Post Office Box O

104 East Houston Street, Suite 300

Marshall, Texas 75670

Telephone: (903) 927-2111

Facsimile: (903) 927-2622

sbaxter@mckoolsmith.com

PATTON, TIDWELL & SCHROEDER, L.L.P.

Nicholas H. Patton

4605 Texas Blvd.

P.O. Box 5398

Texarkana, Texas 75505-5398

Telephone: (903) 792-7080

Facsimile: (903) 792-8233

Attorneys for Plaintiff

EXHIBIT D - PROPOSED ORDER TO DISMISS 2:04-cv-00001-DF-CMC

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

TiVo Inc., a Delaware corporation, Plaintiff, v. 1. DISH Network Corporation, a Nevada corporation; 2. EchoStar DBS Corporation, a Colorado corporation; 3. EchoStar Technologies Corporation., a Texas corporation; 4. Echosphere L.L.C., a Colorado limited liability company; 5. EchoStar Satellite L.L.C., a Colorado limited liability company; and 6. EchoStar Corporation, a Nevada corporation. Defendants. Case No.2:04-cv-00001-DF-CMC (Judge Folsom) [PROPOSED] ORDER DISMISSING WITH PREJUDICE, SATISFYING JUDGMENTS AND ORDERS AWARDING MONEY, DISSOLVING PERMANENT INJUNCTIONS, AND RELEASING AND RETURNING SUPERSEDEAS BOND

Before the Court is the parties' Joint Motion to Dismiss with Prejudice, Satisfying Judgments and Orders Awarding Money, Dissolve Injunctions, and Release and Return Supersedeas Bond pursuant to their settlement agreement dated April 29, 2011. Having considered the motion and the record herein, the Court hereby orders:

1.All claims and counterclaims brought by Plaintiff and Defendants in this matter are hereby DISMISSED WITH PREJUDICE.

2.By virtue of the consideration for the settlement agreement, the Parties have satisfied any and all monetary obligations arising from this action, including without limitation any monetary obligations arising under or imposed by: (a) any judgment or injunction entered herein, including the Final Judgment and Permanent Injunction entered herein on August 17, 2006 [Dkt. 776]; the Amended Final Judgment and Permanent Injunction entered herein on September 8, 2006 [Dkt. 806]; and the Amended Final Judgment and Permanent Injunction entered herein on June 2, 2009 [Dkt. 932]; and (b) any order awarding the recovery of money from Defendants, whether in the form of sanctions, damages, fees, and/or interest, including the Court's Order re Supplemental Damages and Prejudgment Interest for the Period of August 1, 2006 to September 8, 2006 [Dkt. 819]; Order of June 2, 2009 [Dkt. 931]; Order of September 4, 2009 [Dkt. 987]; Order of September 4, 2009 [Dkt. 988]; and Order of February 8, 2010 [Dkt. 1015].

3.The Court DISSOLVES all injunctions entered herein, including the Permanent Injunctions entered herein on August 17, 2006 [Dkt. 776], September 8, 2006 [Dkt. 806], and June 2, 2009 [Dkt. 932].

4.The Court RELEASES and RETURNS Appeal Bond No. 08956031, approved on June 29, 2009 [Dkt. 951].

5.Each party shall bear its own costs and attorneys' fees.

EXHIBIT E - JOINT MOTION TO DISMISS 5-05cv00081 DF

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

TEXARKANA DIVISION

EchoStar Technologies Corporation, a Texas corporation, Plaintiff, v. TiVo Inc., a Delaware corporation, and Humax USA, Inc., a Delaware corporation, Defendants. No.5-05cv00081 DF (Judge Folsom) JOINT MOTION TO DISMISS WITH PREJUDICE

Plaintiff EchoStar Technologies Corporation (“EchoStar”) and Defendants TiVo Inc. (“TiVo”) and Humax USA, Inc. (“Humax”) hereby stipulate and jointly move to dismiss the above-captioned case.

EchoStar and TiVo executed a confidential settlement agreement on April 29, 2011 resolving this action.  Pursuant to Rule 41(a) of the Federal Rules of Civil Procedure and the agreement between TiVo and EchoStar, EchoStar, TiVo, and Humax hereby stipulate to the dismissal of all claims and counterclaims asserted or assertable under the patents in suit in this case with prejudice, with the parties to bear their own costs and attorneys' fees in this case.  A proposed order is submitted herewith.

Dated: May__, 2011By:

Rachel Krevans (Pro Hac Vice)

MORRISON & FOERSTER llp

425 Market Street

San Francisco, California 94105-2482

Telephone: (415) 268-7000

Facsimile: (415) 268-7522

Damon Young

YOUNG PICKETT & LEE

Post Office Box 1897

4122 Texas Boulevard

Texarkana, Texas 75504

Telephone: (903) 794-1303

Facsimile: (903) 792-5928

Attorneys for EchoStar

By:

Morgan Chu (Pro Hac Vice)

Richard M. Birnholz (Pro Hac Vice)

IRELL & MANELLA LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067-4276

Telephone: (310) 277-1010

Facsimile: (310) 203-7199

Samuel E. Baxter

MCKOOL SMITH, P.C.

Post Office Box O

104 East Houston Street, Suite 300

Marshall, Texas 75670

Telephone: (903) 927-2111

Facsimile: (903) 927-2622

sbaxter@mckoolsmith.com

Attorneys for TiVo and Humax

EXHIBIT F - PROPOSED ORDER TO DISMISS 5-05cv00081 DF

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

TEXARKANA DIVISION

EchoStar Technologies Corporation, a Texas corporation, Plaintiff, v. TiVo Inc., a Delaware corporation, and Humax USA, Inc., a Delaware corporation, Defendants. No.5-05cv00081 DF (Judge Folsom) [PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE

Before the Court is the parties' Joint Motion to Dismiss with Prejudice pursuant to Rule 41(a) of the Federal Rules of Civil Procedure and the settlement agreement between EchoStar and TiVo dated April 29, 2011. Having considered the motion and the files and records herein, the Court hereby orders:

1.All claims and counterclaims brought by Plaintiff and Defendants in this matter are hereby DISMISSED WITH PREJUDICE.

2.Each party shall bear its own costs and attorneys' fees.

EXHIBIT G - JOINT MOTION TO DISMISS 2-09-cv-0171-DF

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

1. DISH Network Corporation (f/k/a EchoStar Communications Corporation); 2. EchoStar DBS Corporation; 3. EchoStar Technologies LLC (f/k/a EchoStar Technologies Corporation); 4. Echosphere LLC; 5. DISH Network LLC (f/k/a EchoStar Satellite LLC), Plaintiffs, v. TiVo Inc., Defendant. No.2-09-cv-0171-DF (Judge Folsom) JOINT MOTION TO DISMISS WITH PREJUDICE

Plaintiffs DISH Network Corporation (f/k/a EchoStar Communications Corporation), EchoStar DBS Corporation, EchoStar Technologies LLC, Echosphere LLC, and DISH Network LLC (f/k/a EchoStar Satellite LLC) (collectively, “Plaintiffs”) and Defendant TiVo Inc. (“Defendant”) hereby stipulate and jointly move to dismiss the above-captioned case.

Plaintiffs and Defendant executed a confidential settlement agreement on April 29, 2011 resolving this action.  Pursuant to Rule 41(a) of the Federal Rules of Civil Procedure and the agreement between Plaintiffs and Defendant, Plaintiffs and Defendant hereby stipulate to the dismissal of all claims asserted or assertable under the patent in suit in this case with prejudice, with the parties to bear their own costs and attorneys' fees in this case.  A proposed order is submitted herewith.

Dated: May __, 2011By:

Rachel Krevans (Pro Hac Vice)

MORRISON & FOERSTER llp

425 Market Street

San Francisco, California 94105-2482

Telephone: (415) 268-7000

Facsimile: (415) 268-7522

Attorneys for Plaintiffs

By:

Morgan Chu (Pro Hac Vice)

Andrei Iancu (Pro Hac Vice)

Perry Goldberg (Pro Hac Vice)

IRELL & MANELLA LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067-4276

Telephone: (310) 277-1010

Facsimile: (310) 203-7199

Attorneys for Defendant

EXHIBIT H - PROPOSED ORDER TO DISMISS 2-09-cv-0171-DF

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

1. DISH Network Corporation (f/k/a EchoStar Communications Corporation); 2. EchoStar DBS Corporation; 3. EchoStar Technologies LLC (f/k/a EchoStar Technologies Corporation); 4. Echosphere LLC; 5. DISH Network LLC (f/k/a EchoStar Satellite LLC), Plaintiffs, v. TiVo Inc., Defendant. No.2-09-cv-0171-DF (Judge Folsom) [PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE

Before the Court is the parties' Joint Motion to Dismiss with Prejudice pursuant to their settlement agreement dated April 29, 2011. Having considered the motion and the files and records herein, the Court hereby orders:

1.All claims brought by Plaintiffs and Defendant in this matter are hereby DISMISSED WITH PREJUDICE.

2.Each party shall bear its own costs and attorneys' fees.

EXHIBIT I

[RESERVED]

EXHIBIT J

[RESERVED]

Exhibit K

JOINT PRESS RELEASE

TIVO, DISH NETWORK AND ECHOSTAR ANNOUNCE HALF-BILLION DOLLAR SETTLEMENT OF PATENT LITIGATION

ALVISO, Calif., and ENGLEWOOD, Colo. - May 2, 2011 - TiVo Inc. (NASDAQ: TIVO), DISH Network Corporation (NASDAQ: DISH), and EchoStar Corporation (NASDAQ: SATS) announced today that they have settled all of their ongoing patent litigation.

Under the terms of the settlement, DISH Network and EchoStar agreed to pay TiVo $500 million, including an initial payment of $300 million with the remaining $200 million distributed in six equal annual installments between 2012 and 2017. TiVo, DISH Network and EchoStar agreed to dismiss all pending litigation between the companies with prejudice and to dissolve all injunctions against DISH Network and EchoStar.

The parties also granted certain patent licenses to each other. TiVo granted DISH Network a license under its Time Warp patent (US Pat. No. 6,233,389) and certain related patents, for the remaining life of those patents. TiVo also granted EchoStar a license under the '389 patent and certain related patents, for the remaining life of those patents, to design and make certain DVR-enabled products solely for DISH Network and two international customers. EchoStar granted TiVo a license under certain DVR-related patents for TiVo-branded, co-branded and ingredient-branded products.

“We have tremendous respect for TiVo's management, and have always said that regardless of the outcome of the case, there were many ways that we could work together with TiVo,” said Charlie Ergen, Chairman and CEO of DISH Network. “The results of TiVo's formidable intellectual property enforcement program speak for themselves, and consequently, we are pleased to put this litigation behind us and move forward. Additionally, we believe that our agreement with TiVo provides us a competitive advantage as one of the few multichannel operators with rights to operate under TiVo's Time Warp patent, which ultimately will allow us to enhance the performance of our award-winning DVRs. We look forward to continuing to offer DISH Network customers the most choices in video service.”

“We are extremely pleased to reach an agreement with DISH Network and EchoStar which recognizes the value of our intellectual property,” said Tom Rogers, president and CEO of TiVo. “The compensation from this settlement, including the resulting reduction in legal expenditures, puts TiVo in an enviable financial and strategic position. This settlement, which brings the total compensation paid by DISH Network for use of TiVo's '389 patent family to over $600 million, demonstrates the significant return afforded to our shareholders by diligent enforcement of TiVo's intellectual property rights. Those efforts will aggressively continue with other parties.”

In addition, TiVo will play a role in helping DISH Network promote the Blockbuster digital video service. Said Ergen, “We are excited to work with TiVo to help develop our Blockbuster video service. Resolving the patent infringement case allows us to further engage with TiVo on a variety of exciting strategic initiatives, like Blockbuster, where we are uniquely positioned to collaborate.”

About TiVo Inc.

Founded in 1997, TiVo Inc. (NASDAQ: TIVO) developed the first commercially available digital video recorder (DVR). TiVo offers the TiVo service and TiVo DVRs directly to consumers online at www.tivo.com and through third-party retailers. TiVo also distributes its technology and services through solutions tailored for cable, satellite, and broadcasting companies. Since its founding, TiVo has

evolved into the ultimate single solution media center by combining its patented DVR technologies and universal cable box capabilities with the ability to aggregate, search, and deliver millions of pieces of broadband, cable, and broadcast content directly to the television. An economical, one-stop-shop for in-home entertainment, TiVo's intuitive functionality and ease of use puts viewers in control by enabling them to effortlessly navigate the best digital entertainment content available through one box, with one remote, and one user interface, delivering the most dynamic user experience on the market today. TiVo also continues to weave itself into the fabric of the media industry by providing interactive advertising solutions and audience research and measurement ratings services to the television industry. www.tivo.com

TiVo and the TiVo Logo are trademarks or registered trademarks of TiVo Inc. or its subsidiaries worldwide. © 2011 TiVo Inc. All rights reserved. All other trademarks are the property of their respective owners.

About DISH Network

DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network L.L.C., provides more than 14.1 million satellite TV customers, as of Dec. 31, 2010, with the highest quality programming and technology with the most choices at the best value, including HD Free for Life. Subscribers enjoy industry-leading customer satisfaction, the largest high definition line-up with more than 200 national HD channels, the most international channels, and award-winning HD and DVR technology. DISH Network Corporation is a Fortune 200 company. Visit www.dish.com.

About EchoStar Corporation

EchoStar Corporation (Nasdaq: SATS), provides equipment sales, digital broadcast operations, and satellite services that enhance today's digital TV lifestyle, including products from Sling Media, Inc., a wholly owned subsidiary. Headquartered in Englewood, Colo., EchoStar has more than 25 years of experience designing, developing and distributing award-winning television set-top boxes and related products for pay television providers and is creating hardware and service solutions for cable, Telco, IPTV and satellite TV companies. EchoStar includes a network of 10 digital broadcast centers and leased fiber optic capacity. EchoStar also delivers satellite services through 10 satellites and related FCC licenses. For more information, please visit www.EchoStar.com.

TiVo contacts:

Media: Erik Milster, (212) 446-1866, emilster@sloanepr.com

Investors: Derrick Nueman, (408) 519-9677, dnueman@tivo.com

DISH Network and EchoStar contacts:

Media: Marc Lumpkin, (303) 723-2010, marc.lumpkin@dishnetwork.com

Investors: Jason Kiser, (303) 723-221, Jason.kiser@dishnetwork.com

Exhibit L

WIRE TRANSFER INSTRUCTIONS

All payments shall be made in U.S. dollars by means of a wire transfer to the following account or in accordance with such other wire transfer instructions provided by notice from TiVo for the Installment Payments:

[*]

[*]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.

Exhibit M

INVOICES

All invoices that are required or permitted to be given hereunder shall be in writing and shall be sent by facsimile transmission or by overnight courier service, charges prepaid, to the Party to be notified, addressed to such Party at the address set forth below, or sent by facsimile to the fax number set forth below, or such other address(es) or fax number(s) as such Party may have substituted by written notice to the other Party. The sending of such notice with confirmation of successful transmission thereof (in the case of facsimile transmission) or receipt of such notice (in the case of delivery by overnight courier service) or,if the addressee refuses to accept the tender of such notice, then the tender of such notice for deliveryshall constitute the giving thereof:

DISH Network Corporation

Attn: Office of the General Counsel

9601 South Meridian Blvd.

Englewood, Colorado 80112

Fax: [*]

and

DISH Network Corporation

Attn: Controller

9601 South Meridian Blvd.

Englewood, Colorado 80112

Fax: [*]

and

EchoStar Corporation

Attn: Chief Financial Officer

100 Inverness Terrace East

Englewood, Colorado 80112

Fax: [*]

with a copy which shall not constitute notice to:

Rachel Krevans, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

Fax: [*]

TiVo may use the form of the invoice below or similar form of invoice as determined by TiVo. The EchoStar Parties may not dispute or withhold payment based on the form or content of invoices submitted by TiVo or any successor or assign.

[Remainder of page intentionally left blank.]

[Page Intentionally Left Blank]

[*]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.

Exhibit N

[Reserved.]

Exhibit O

DISTRICT COURT, COUNTY OF ARAPAHOE COLORADO 7325 South Potomac Street Centennial, Colorado 80302 Telephone: (303) 649-6355	▲ COURT USE ONLY ▲
Plaintiff: TIVO INC., a Delaware Corporation vs. Defendants: ECHOSTAR CORPORATION, a Nevada Corporation, and dish network corporation, a Nevada Corporation
	Case Number: Division:
CONSENT COMPLAINT

Plaintiff TiVo Inc. (“TiVo”) and Defendants EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”) (collectively the “Parties”), through their respective counsel, hereby file this Consent Complaint. In support the parties state as follows:

1.Plaintiff TiVo Inc. (“TiVo”) is a Delaware corporation with its principal place of business at 2160 Gold Street, PO Box 2160, Alviso, CA 95002, and is duly authorized to do business in the state of Colorado.

2.Defendant EchoStar Corporation (“EchoStar”) is a Nevada corporation with its principal place of business at 100 Inverness Terrace East, Englewood, Colorado 80112. Defendant DISH Network Corporation (“DISH”) is a Nevada corporation with its principal place of business at 9601 South Meridian Boulevard, Englewood, Colorado 80112.

3.The Parties have been involved in litigation concerning, among other things, the alleged infringement by DISH, EchoStar, and certain of their respective subsidiaries of United States Patent No. 6,233,389, and the alleged infringement by TiVo and Humax USA, Inc. of United States Patent Nos. 5,774,186, 6,529,685, 6,208,804, and 6,173,112, such claims being considered in TiVo Inc. v. EchoStar Comm. Corp., Case No. 2-04cv01 DF, United States District Court for the Eastern District of Texas, DISH Network Corp. v. TiVo Inc., Case No. 2-09cv0171 DF, United States District Court for the Eastern District of Texas, and EchoStar Tech. Corp. v. TiVo Inc., Case No. 5-05cv081 DF, United States District Court for the Eastern District of Texas, and in appeals therefrom (collectively, the “Pending Litigations”).

4.On September 8, 2006, judgment was entered against EchoStar and DISH (collectively the “EchoStar Parties”) in the United States District Court for the Eastern District of Texas for willful infringement of the '389 patent, and TiVo was awarded damages and a permanent injunction against further infringement of this patent by EchoStar and DISH. On June 2, 2009, EchoStar and DISH were found in contempt for violating the permanent injunction and on September 4, 2009, sanctions were awarded against EchoStar and DISH. On April 20, 2011, the United States Court of Appeals for the Federal Circuit, sitting en banc, affirmed in part the award of sanctions against DISH and EchoStar, vacated in part, and remanded to the district court. Pursuant to the Agreement, the parties agreed to move

[*]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.

to dismiss the appeal.

5.The Parties wishing to avoid the expense of further litigation, the Parties executed on April 29, 2011 a Confidential Settlement and Patent License Agreement (the “Agreement”), attached hereto as Exhibit A and incorporated herein by reference. Under the terms of the Agreement, the Parties agreed to dismiss the Pending Litigations with prejudice, enter a [*] with respect to certain potential patent litigation, and grant certain releases and certain licenses with respect to certain patents.

6.In the Agreement, the EchoStar Parties agreed to pay TiVo in the amount of Five Hundred Million Dollars ($500,000,000) (the “Fee”). As set forth in Section 5.1 of the Agreement, the EchoStar Parties agreed that they would pay to TiVo an Initial Payment of three hundred million dollars and two cents ($300,000,000.02) within one business day after the Effective Date, followed by six annual payments of thirty three million, three hundred and thirty three thousand, three hundred and thirty three dollars and thirty three cents ($33,333,333.33) (each an “Installment Payment”), for a total sum of Installment Payments totaling two hundred million dollars ($200,000,000.00) (“Total Installment Payments”).

7.In the event of a default under the Agreement by the EchoStar Parties for failure to pay any portion of any of the Installment Payments required by the Agreement within the cure period as provided for in Section 5.4 of the Agreement (a “Payment Default”), the EchoStar Parties agreed that EchoStar and DISH shall be jointly and severally liable for default and executed various [*] attached hereto as Exhibit P-1 and P-2 [*] of TiVo for all remaining unpaid Installment Payments due or that will become due. TiVo hereby acknowledges that, although there [*], it shall only be entitle to receive the amount owing once from DISH, EchoStar or a combination of the two Parties. In the event of a Payment Default, then the EchoStar Parties further agreed that TiVo shall be entitled to file this Consent Complaint, Stipulated Motion for Entry of Judgment (Exhibit Q) and Stipulated Judgment (Exhibit R) in Arapahoe County, Colorado District Court, for the Total Installment Payments, less the sum of any installment payments paid to TiVo by the EchoStar Parties, plus a monthly service charge of one and one-half percent (1½%) per month of the unpaid balance or the maximum rate allowable by law, whichever is less, plus all reasonable out-of-pocket expenses incurred by TiVo, including fees and disbursements of counsel, in connection with collection and other enforcement proceeding resulting there from.

8.By stipulating to this Complaint, EchoStar and DISH consent to jurisdiction in Arapahoe County, Colorado District Court and waive any and all objections to venue in this Court.

9. By stipulating to this Complaint, EchoStar and DISH waive service of summons pursuant to Colo.R.Civ.P 4(h)(5) provided, however, that TiVo provides to DISH a notice of intent to file the Consent Complaint two days prior to filing such complaint with any Court.

10.By filing this Consent Complaint, TiVo certifies that EchoStar and DISH have failed to make an Installment Payment in full when required under the terms and conditions of the Agreement, that TiVo has provided EchoStar and DISH with notice of breach under the Agreement, and that EchoStar and DISH have failed to cure such failure to pay within the time permitted and thus EchoStar and DISH are in default.

[Remainder of page intentionally left blank.]

[*]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.

WHEREFORE, the Parties pray for the forthwith entry of the Stipulated Judgment.

This document was e-filed to the Court through the LexisNexis CourtLink electronic filing procedures, under C.R.C.P. 121(c) § 1-26.  The original signed copy of this pleading is on file with Faegre & Benson LLP.

Dated:

/s/________________________ Bradford E. Dempsey FAEGRE & BENSON LLP 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado 80203-4532 Telephone: (303) 607-3500 Facsimile: (303) 607-3600 Attorney for TiVo	/s/_______________________ Lila M. Bateman MORRISON & FOERSTER LLP 5200 Republic Plaza 370 Seventeenth Street Denver, CO 80202-5638 Telephone: (303) 592-1500 Facsimile: (303) 592-1510 Attorney for DISH
	/s/_______________________ Lila M. Bateman MORRISON & FOERSTER LLP 5200 Republic Plaza 370 Seventeenth Street Denver, CO 80202-5638 Telephone: (303) 592-1500 Facsimile: (303) 592-1510 Attorney for EchoStar

CONSENT COMPLAINT BY TIVO, DISH, AND ECHOSTAR

[*]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.

Exhibit P-1

[*]

[*]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.

Exhibit P-2

[*]

[*]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.

EXHIBIT Q

DISTRICT COURT, COUNTY OF ARAPAHOE COLORADO 7325 South Potomac Street Centennial, Colorado 80302 Telephone: (303) 649-6355	▲ COURT USE ONLY ▲
Plaintiff: TIVO INC., a Delaware Corporation vs. Defendants: ECHOSTAR CORPORATION, a Nevada Corporation, and dish network corporation, a Nevada Corporation
	Case Number: Division:
STIPULATED MOTION FOR ENTRY OF JUDGMENT

Plaintiff TiVo Inc. (“TiVo”) and Defendants EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”) (collectively the “Parties”), through their respective counsel, hereby file this Stipulated Motion for Entry of Judgment and request the entry of the attached Stipulated Judgment (Exhibit A). In support the parties state as follows:

1.As set forth in the Consent Complaint, the Parties executed on April 29, 2011 a Confidential Settlement and Patent License Agreement (the “Agreement”), attached hereto as Exhibit B and incorporated herein by reference. Under the terms of the Agreement, the Parties agreed to dismiss all of their Pending Litigations with prejudice, enter a [*] with respect to certain potential patent litigation, and grant certain releases and certain licenses with respect to certain patents.

2.By filing this Stipulated Motion for Entry of Judgment, TiVo certifies that EchoStar and DISH have failed to make an installment in full when required under the terms and conditions of the Agreement, and that it has provided EchoStar and DISH with notice of breach under the Agreement and that EchoStar and DISH have failed to cure such failure to pay within the time permitted.

3.Therefore, EchoStar and DISH consent and agree to the Stipulated Judgment attached hereto, subject to TiVo including in the attached Stipulated Judgment an amount reflecting not more than the total amount owed on the remaining deficiency as of the date of filing, after accounting for all Installment Payments received by TiVo from the EchoStar Parties pursuant to Section 5.1 and 5.4 of the Agreement.

[Remainder of Page Intentionally Left Blank.]

[*]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.

WHEREFORE, TiVo, EchoStar and DISH request this Court to enter an Order directing the Clerk to enter the attached Stipulated Judgment.

This document was e-filed to the Court through the LexisNexis CourtLink electronic filing procedures, under C.R.C.P. 121(c) § 1-26.  The original signed copy of this document is on file with Faegre & Benson LLP.

Dated:

/s/________________________ Bradford E. Dempsey FAEGRE & BENSON LLP 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado 80203-4532 Telephone: (303) 607-3500 Facsimile: (303) 607-3600 Attorney for TiVo	/s/_______________________ Lila M. Bateman MORRISON & FOERSTER LLP 5200 Republic Plaza 370 Seventeenth Street Denver, CO 80202-5638 Telephone: (303) 592-1500 Facsimile: (303) 592-1510 Attorney for DISH
	/s/_______________________ Lila M. Bateman MORRISON & FOERSTER LLP 5200 Republic Plaza 370 Seventeenth Street Denver, CO 80202-5638 Telephone: (303) 592-1500 Facsimile: (303) 592-1510 Attorney for EchoStar

STIPULATED MOTION FOR ENTRY OF JUDGMENT BY TIVO, DISH, AND ECHOSTAR

[*]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.

Exhibit R

[*]

[*]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.

Exhibit S-1

DISTRICT COURT, COUNTY OF ARAPAHOE COLORADO 7325 South Potomac Street Centennial, Colorado 80302 Telephone: (303) 649-6355	▲ COURT USE ONLY ▲
Plaintiff: TIVO INC., a Delaware Corporation vs. Defendants: ECHOSTAR CORPORATION, a Nevada Corporation, and dish network corporation, a Nevada Corporation
	Case Number: Division:
STIPULATED MOTION TO LIMIT ACCESS TO COURT FILES PURSUANT TO C.R.C.P. 121 § 1-5

Plaintiff TiVo Inc. (“TiVo”) and Defendants EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”) (collectively the “Parties”), through their respective counsel, hereby file this Stipulated Motion To Limit Access to Court Files Pursuant to C.R.C.P. 121 § 1-5. In support the Parties state as follows:

1.As set forth in the Consent Complaint, the Parties executed on April 29, 2011 a Confidential Settlement and Patent License Agreement (the “Agreement”). Under the terms of the Agreement, the Parties agreed to dismiss all of their Pending Litigations with prejudice, enter a [*] with respect to certain potential patent litigation, and grant certain releases and certain licenses with respect to certain patents.

2.The terms of the Agreement are highly confidential to the Parties. The public release of those terms may cause competitive harm to one or more of the Parties. Certain of the documents to be filed in this action, including the Consent Complaint [*] include a copy of the Agreement as an exhibit and/or disclose certain of its confidential terms.

3.C.R.C.P. 121 § 1-5 provides that any party named in any civil action may file a motion with the Court to limit access to court files. C.R.C.P. 121 § 1-5(1). An order limiting access is appropriate upon a finding that the harm to the privacy of a person in interest outweighs the public interest. C.R.C.P. 121 § 1-5(2).

4. The public disclosure of the trade secret, confidential and commercially sensitive information of TiVo, DISH and EchoStar will result in substantial competitive injury to the Parties. This harm outweighs any interest that the general public may have in access to such information. See, e.g., Anderson v. Home Ins. Co., 924 P.2d 1123, 1127 (Colo. Ct. App. 1996) (recognizing that the protection of trade secret information is a valid ground for entering an order under C.R.C.P. 121, § 1-5). The parties operate in an extremely competitive and highly technical market. Unprotected disclosure of the trade secret, confidential and commercially sensitive information threatens the Parties' existences in the marketplace. The Parties thus have a right to privacy and a significant interest in protecting the terms of their commercial relationship from becoming public.

[*]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.

WHEREFORE, TiVo, EchoStar and DISH request this Court to enter an Order permitting the parties to file the Consent Complaint, [*], Stipulated Motion for Entry of Judgment, and Stipulated Judgment and all exhibits to the same under seal pursuant to C.R.C.P. 121 § 1-5.

This document was e-filed to the Court through the LexisNexis CourtLink electronic filing procedures, under C.R.C.P. 121(c) § 1-26.  The original signed copy of this document is on file with Faegre & Benson LLP.

Dated:

/s/________________________ Bradford E. Dempsey FAEGRE & BENSON LLP 3200 Wells Fargo Center 1700 Lincoln Street Denver, Colorado 80203-4532 Telephone: (303) 607-3500 Facsimile: (303) 607-3600 Attorney for TiVo	/s/_______________________ Lila M. Bateman MORRISON & FOERSTER LLP 5200 Republic Plaza 370 Seventeenth Street Denver, CO 80202-5638 Telephone: (303) 592-1500 Facsimile: (303) 592-1510 Attorney for DISH
	/s/_______________________ Lila M. Bateman MORRISON & FOERSTER LLP 5200 Republic Plaza 370 Seventeenth Street Denver, CO 80202-5638 Telephone: (303) 592-1500 Facsimile: (303) 592-1510 Attorney for EchoStar

STIPULATED MOTION TO LIMIT ACCESS TO COURT FILES

PURSUANT TO C.R.C.P. 121 § 1-5 BY TIVO, DISH, AND ECHOSTAR

[*]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.

Exhibit S-2

DISTRICT COURT, COUNTY OF ARAPAHOE COLORADO 7325 South Potomac Street Centennial, Colorado 80302 Telephone: (303) 649-6355	▲ COURT USE ONLY ▲
Plaintiff: TIVO INC., a Delaware Corporation vs. Defendants: ECHOSTAR CORPORATION, a Nevada Corporation, and dish network corporation, a Nevada Corporation
	Case Number: Division:
[PROPOSED] ORDER LIMITING ACCESS TO COURT FILES PURSUANT TO C.R.C.P. 121 § 1-5

The Court, having reviewed the parties' Stipulated Motion to Limit Access to Court Files Pursuant to C.R.C.P. 121 § 1-5 (the “Motion”) and good cause having been shown, hereby GRANTS the Motion as follows:

The parties may file the Consent Complaint, [*] and all exhibits to the same under seal.

DATED:_________________

BY THE COURT:

_______________________________

District Judge

[*]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.

Exhibit T

EchoStar Patents
Patent No.	Application No.
US 5,721,815	US 08/488,329
US 5,721,878	US 08/473,315
US 5,751,883	US 08/866,377
US 6,208,804	US 09/035,624
US 6,529,685	US 09/771,036
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]

[*]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.

Exhibit U

TiVo Patents
Patent or Publication No.	Application No. or Public Notice No.
US 6,233,389	US 09/126,071
US 2001/0019658	US 09/827,029
US 7,558,472	US 09/935,426
US 7,668,435	US 12/125,002
US 2010/0142920	US 12/711,152
US 2009/0269024	US 12/498,335
US 2009/0269031	US 12/498,328
US 2007/0166001	US 11/726,054
US 2010/0226627	US 12/783,298
US 7,529,465	US 10/081,776
US 2007/0230921	US 11/725,909
US 2009/0208185	US 12/430,024
US 2005/0132418	US 11/051,347
US 2004/0013406	US 10/418,646
US 7,889,964 (except for claims 9, 10, 12, 23, 24, 26, 37, 38 and 40)	US 09/665,921
US 2005/0262539	US 11,182,876 (with potential exclusion of claims that are solely directed at In Band Tagging Advertising Technology)
US 2005/0278747	US 11/182,135 (with potential exclusion of claims that are solely directed at In Band Tagging Advertising Technology)
US 2010/0080529	US 12/572,023 (with potential exclusion of claims that are solely directed at In Band Tagging Advertising Technology)
[*]	[*]
[*]	[*]
[*]	[*]
WO 2000/007368	PCT/US99/04894
IL 139834	IL 139834
HK 1039712	HK 1039712
JP 3615486	JP 2000-563067
CA 2333460	CA 2333460
ZL 99809202.9	CN 1169358
EP 1101356	EP 1999-909867
EP 1729515	EP 2006-0019602
ZL 200410056388.3	CN 1314265
HK 1071977	HK 1071977

[*]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.

EX-10.6

Confidential

Exhibit 10.6 as filed with 10-Q	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	EXHIBIT 10.6

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SERVICES

AGREEMENT

This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED SERVICES AGREEMENT (this “Amendment”) is made effective as of March 30, 2010 (the “First Amendment Effective Date”) by and between DIRECTV, Inc., a California corporation (“DIRECTV”), and TiVo Inc., a Delaware corporation (“TiVo”) (collectively, the “Parties”).

Recitals

Whereas, the Parties entered into that certain Second Amended and Restated Services Agreement having an effective date of September 2, 2008 (the “Services Agreement”);

Whereas, the Parties wish to amend certain provisions in the Services Agreement and set forth additional understandings related thereto.

Now, Therefore, the Parties agree as follows:

Agreement

Unless stated otherwise, capitalized terms used herein shall have the meanings set forth in the Services Agreement.

1. DIRECTV's TiVoVision Use. Section 2.3(a) of the Services Agreement is hereby deleted and replaced in its entirety with the following:

“(a)DIRECTV's TiVoVision Use. DIRECTV may use the Authoring Tools to create and distribute TiVoVision to Combination Receivers (such use, “DIRECTV's TiVoVision Use”); provided, however, that DIRECTV may not use the Authoring Tools to create or distribute Program Placements for Legacy Combination Receivers until the expiration of the Launch Period and the Program Placement Development Period. The period commencing with the expiration of the Launch Period and ending on the latter of (i) the date that TiVo enables DIRECTV to use the Authoring Tools to create or distribute Program Placements for Legacy Combination Receivers as provided for herein or (ii) July 31, 2011 shall be referred to herein as the “Program Placement Development Period.” For clarity, DIRECTV may use the Authoring Tools to create or distribute Program Placements for DIRECTV TE Receivers at such time as DIRECTV determines and without further agreement required by TiVo. Any revenue actually received by DIRECTV resulting from DIRECTV's TiVoVision Use will be retained by DIRECTV solely and will not be subject to a revenue share with TiVo.”

2. Revenue Share for Program Placements. Section 2.3(c)(i) of the Services Agreement

Confidential

is hereby deleted and replaced in its entirety with the following:

“(i) In addition to the TiVo Hard Disk Allocation, [*], DIRECTV shall allocate in each Combination Receiver [*] in such Combination Receiver (assuming use of the best recording quality setting for such Combination Receiver) without regard to the standards or technology employed by or used in such Combination Receiver. Such additional allocation shall be referred to as the “Program Placement Allocation” for each such Combination Receiver. Without limiting TiVo's right to distribute TiVoVision (including, but not limited to, distribution of Program Placements) to the Hard Disk Allocation of each Combination Receiver, during the Launch Period, the Program Placement Allocation will be allocated for TiVo's distribution of Program Placements to Combination Receivers subject to the terms, conditions and restrictions applicable to TiVo's TiVoVision Use including, but not limited to, the terms, conditions and restrictions set forth in Section 2.3(b) above. Notwithstanding the foregoing, during the [*], (i) DIRECTV will [*] the Program Placement Allocation for TiVo's use and (ii) subject to technical feasibility, DIRECTV and TiVo will use commercially reasonable efforts to make excess capacity within the Program Placement Allocation available for TiVo's distribution of Program Placements solely to the extent that such excess capacity is not immaterial and is sufficiently persistent to provide commercial value. Except as expressly agreed by the parties in writing, all rights and obligations of the parties with respect to the Program Placement Allocation shall terminate at the expiration of the Launch Period.

3. Revenue Share for Program Placements. Section 2.3(i) of the Services Agreement is hereby deleted and replaced in its entirety with the following:

“(i)Revenue Share for Program Placements. Notwithstanding anything in Section 2.3(b) to the contrary, during the Launch Period, TiVo will share revenue resulting from Program Placements distributed to the Program Placement Allocation of Combination Receivers as set forth on Exhibit D hereto. TiVo will pay DIRECTV such amounts quarterly by check or wire transfer with payment for a particular calendar quarter due 45 days after such calendar quarter. TiVo will include with such payment a report setting forth the Program Placements that were distributed during the applicable calendar quarter to the Program Placement Allocation and the Net Revenue (including a detailed list of all duties, taxes, expenses and commissions that were deducted from gross revenue to calculate Net Revenue, as defined in Exhibit D) associated therewith. [*]. The obligations set forth in this Section 2.3(i) will expire upon expiration of the Program Placement Development Period, except for outstanding payment obligations as of such date.”

4. Effect of Amendment; Counterparts. Except as expressly modified herein, all other terms and condition of the Services Agreement shall remain in full force and effect. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original.

[*]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.

Confidential

In Witness Whereof, TiVo and DIRECTV have duly executed this Amendment by their respective duly authorized officers.

TiVo Inc.DIRECTV, Inc.

By:    /s/ Dani Grindlinger            By:    /s/ Derek Chang

Name:    Dani Grindlinger            Name:    Derek Chang

Title:    Director, Product Mgmt        Title:    EVP, Programming Acquisition

Date:     6/1/2010                Date:     5/4/2010

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas Rogers, certify that:

1) I have reviewed this quarterly report on Form 10-Q of TiVo Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 3, 2011

/s/    THOMAS ROGERS

Thomas Rogers

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Anna Brunelle, certify that:

1) I have reviewed this quarterly report on Form 10-Q of TiVo Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 3, 2011

/s/    ANNA BRUNELLE

Anna Brunelle

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the TiVo Inc. (the “Company”) Quarterly Report on Form 10-Q for the quarter ending April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Rogers, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: June 3, 2011

/s/    THOMAS ROGERS

Thomas Rogers

President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the TiVo Inc. (the “Company”) Quarterly Report on Form 10-Q for the quarter ending April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anna Brunelle, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: June 3, 2011

/s/    ANNA BRUNELLE

Anna Brunelle

Chief Financial Officer

(Principal Financial and Accounting Officer)

XML



CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data	Apr. 30, 2011	Jan. 31, 2011
Accounts Receivable, allowance for doubtful accounts	$ 500	$ 275
Property and equipment, accumulated depreciation	46,258	44,682
Purchased technology, capitalized software, and intangible assets, accumulated amortization	$ 15,768	$ 15,110
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock , Authorized shares	10,000,000	10,000,000
Preferred Stock, issued shares	0	0
Preferred Stock, outstanding shares	0	0
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, Authorized shares	275,000,000	275,000,000
Common Stock, issued shares	120,454,755	117,420,874
Common Stock, outstanding shares	119,180,595	116,475,318
Treasury Stock, shares	1,274,160	945,556

XML



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) In Thousands, except Share data	3 Months Ended
	Apr. 30, 2011	Apr. 30, 2010
Revenues
Service revenues	$ 33,334	$ 36,244
Technology revenues	5,503	6,973
Hardware revenues	6,915	18,169
Net revenues	45,752	61,386
Cost of revenues
Cost of service revenues	8,800	10,403
Cost of technology revenues	7,020	5,021
Cost of hardware revenues	8,853	19,219
Total cost of revenues	24,673	34,643
Gross margin	21,079	26,743
Research and development	27,228	18,628
Sales and marketing	6,337	7,760
Sales and marketing, subscription acquisition costs	1,233	3,191
General and administrative	22,452	11,697
Litigation Proceeds	(175,716)	0
Total operating expenses	(118,466)	41,276
Income (loss) from operations	139,545	(14,533)
Interest income	3,163	369
Interest expense and other income (expense)	(2,624)	(2)
Income (loss) before income taxes	140,084	(14,166)
Benefit from (provision for) income taxes	(1,059)	(34)
Net income (loss)	139,025	(14,200)
Net income (loss) per common share
Net Income (loss) per common share - basic	$ 1.21	$ (0.13)
Net income (loss) per common share - diluted	$ 1.04	$ (0.13)
Income for purposes of computing net income per share:
Income for purposes of computing net income per share - Basic	139,025	(14,200)
Income for purposes of computing net income per share - Diluted	$ 140,058	$ (14,200)
Weighted average common and common equivalent shares:
Weighted average common shares used to calculate basic net income (loss) per share	115,245,411	111,490,152
Weighted average common shares used to calculate diluted net income (loss) per share	134,609,476	111,490,152

XML



Document and Entity Information In Thousands	3 Months Ended
	Apr. 30, 2011	May 31, 2011
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 30, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	TIVO
Entity Registrant Name	TIVO INC
Entity Central Index Key	0001088825
Current Fiscal Year End Date	--01-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		120,716,313

XML



NET INCOME (LOSS) PER COMMON SHARE

3 Months Ended

Apr. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NET INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, excluding unvested restricted stock.

Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, stock awards, and performance stock awards and are calculated using the treasury stock method. Also included in the weighted average effect of dilutive securities is the diluted effect of the convertible senior notes which is calculated using the if-converted method.

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended April 30,
	2011		2010
	(in thousands, except per share amount)
Numerator:
Net income (loss)	$	139,025	$	(14,200	)
Interest on dilutive notes	1,033		—
Net Income for purpose of computing net income per diluted share	140,058		(14,200		)
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock	115,245		111,490
Weighted average effect of dilutive securities:
Stock options and restricted stock	3,902		—
Convertible senior notes	15,462
Denominator for diluted net income (loss) per common share	134,609		111,490
Basic net income (loss) per common share	$	1.21	$	(0.13	)
Diluted net income (loss) per common share	$	1.04	$	(0.13	)

The weighted average number of shares outstanding used in the computation of basic and diluted net loss in the quarter ended April 30, 2011 and 2010 per share does not include the effect of the following potentially outstanding common stock because the effect would have been anti-dilutive:

	As of April 30,
	2011	2010
	(in thousands)
Unvested restricted stock	2,818	4,900
Options to purchase common stock	4,834	10,979
Potential shares to be issued from ESPP	—	314
Total	7,652	16,193

XML



SUBSEQUENT EVENT

3 Months Ended

Apr. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

SUBSEQUENT EVENTS

On May 5, 2011, TiVo Inc. and Comcast Corporation (“Comcast”) entered into a new agreement (the “VOD Agreement”) to enable TiVo subscribers with TiVo Premiere set-top boxes to access Comcast's Xfinity TV On Demand service, and concurrently, TiVo, on the one hand, and Comcast STB Software DVR LLC and Comcast, on the other hand, entered into a Mutual Termination Agreement (the “MTA”) effective May 5, 2011, which terminates the Licensing and Marketing Agreement between them having an effective date of March 15, 2005 (the “Original Agreement”). Under the VOD Agreement, TiVo and Comcast have agreed to make the Xfinity TV On Demand service accessible on TiVo Premiere set-top boxes in certain of Comcast's largest markets.

XML



CASH AND INVESTMENTS

3 Months Ended

Apr. 30, 2011

Investments and Cash [Abstract]

Cash And Investments Disclosure [Text Block]

CASH AND INVESTMENTS

Cash, cash equivalents, short-term investments, and long-term investments consisted of the following:

	As of April 30, 2011		January 31, 2011
	(in thousands)
Cash and cash equivalents:
Cash	$	2,881	$	4,362
Cash equivalents:
Certificate of deposit	5,000		—
Commercial paper	37,689		40,189
Money market funds	116,409		26,670
Total cash and cash equivalents	161,979		71,221
Marketable securities:
Certificate of deposit	32,765		25,607
Commercial paper	57,587		24,473
Corporate debt securities	55,593		42,897
US agency securities	18,077		23,083
US Treasury securities	20,127		5,023
Foreign government securities	—		12,035
Variable-rate demand notes	2,600		2,600
Asset-backed securities	2,499		2,498
Current marketable securities	189,248		138,216
Auction rate securities	—		2,490
Non-current marketable securities	—		2,490
Total marketable securities	189,248		140,706
Other investment securities:
Other investment securities - cost method	3,400		3,400
Total other investment securities	3,400		3,400
Total cash, cash equivalents, marketable securities and other investment securities	$	354,627	$	215,327

Marketable Securities

The Company’s investment securities portfolio consists of various debt instruments, including corporate and government bonds, asset-backed securities, and foreign corporate and government securities, all of which are classified as available-for-sale.

Other Investment Securities

TiVo has an investment in a private company where the Company’s ownership is less than 20% and TiVo does not have significant influence. The investment is accounted for under the cost method and is periodically assessed for other-than-temporary impairment. See Note 4. "Fair Value" for additional information on the impairment assessment of the investment.

Contractual Maturity Date

The following table summarized the estimated fair value of the Company’s debt investments, designated as available-for-sale classified by the contractual maturity date of the security:

	April 30, 2011		January 31, 2011
	(in thousands)
Due within 1 year	$	140,562	$	123,631
Due within 1 year through 5 years	48,686		14,585
Due within 5 years through 10 years	—		—
Due after 10 years	—		2,490
Total	$	189,248	$	140,706

Unrealized Gains (Losses) on Marketable Investment Securities

The following table summarizes unrealized gains and losses related to the Company’s investments in marketable securities designated as available-for-sale:

	As of April 30, 2011
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificate of deposit	$	32,755	$	13	$	(3	)	$	32,765
Commercial paper	57,576		11		—			57,587
Corporate debt securities	55,580		37		(24		)	55,593
US agency securities	18,067		10		—			18,077
US Treasury securities	20,090		37		—			20,127
Variable-rate demand notes	2,600		—		—			2,600
Asset-backed securities	2,499		—		—			2,499
Total	$	189,167	$	108	$	(27	)	$	189,248
	As of January 31, 2011
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificate of deposit	$	25,600	$	7	$	—		$	25,607
Commercial paper	24,471		2		—			24,473
Corporate debt securities	42,847		50		—			42,897
US agency securities	23,074		11		(2		)	23,083
US Treasury securities	5,009		14		—			5,023
Foreign government securities	12,030		5		—			12,035
Variable-rate demand notes	2,600		—		—			2,600
Asset-backed securities	2,499		—		(1		)	2,498
Auction rate securities	3,000		—		(510		)	2,490
Total	$	141,130	$	89	$	(513	)	$	140,706

The available-for-sale investments that were in an unrealized loss position as of April 30, 2011 and January 31, 2011, aggregated by length of time that individual securities have been in a continuous loss position, were as follows:

	As of April 30, 2011
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
Commercial paper	$	7,996	$	(3	)	$	—	$	—		$	7,996	$	(3	)
Corporate debt securities	12,226		(24		)	—		—			12,226		(24		)
Total	$	20,222	$	(27	)	$	—	$	—		$	20,222	$	(27	)
	As of January 31, 2011
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
US Treasury securities	5,088		(2		)	—		—			5,088		(2		)
Asset-backed securities	2,498		(1		)	—		—			2,498		(1		)
Auction rate securities	—		—			2,490		(510		)	2,490		(510		)
Total	$	7,586	$	(3	)	$	2,490	$	(510	)	$	10,076	$	(513	)

XML



DISH NETWORK

3 Months Ended

Apr. 30, 2011

DISH NETWORK [Abstract]

Settlement and Licensing Agreement [Text Block]

DISH NETWORK CORPORATION

Settlement and Patent License Agreement

As discussed in Note 5. above, on April 29, 2011, TiVo entered into a Settlement and Patent License Agreement with EchoStar Corporation (“EchoStar”) and DISH Network Corporation (“DISH”).  Under the terms of the agreement, DISH and EchoStar agreed to pay TiVo $500.0 million, including an initial payment of $300.0 million received by TiVo on May 2, 2011 with the remaining $200.0 million to be distributed in six equal annual installments of $33.3 million between 2012 and 2017. TiVo, DISH, and EchoStar agreed to dismiss all pending litigation between the companies with prejudice and to dissolve all injunctions against DISH and EchoStar. The parties also granted certain patent licenses to each other. TiVo granted DISH a license under its Time Warp patent (US Pat. No. 6,233,389) and certain related patents, for the remaining life of those patents. TiVo also granted EchoStar a license under the same '389 patent and certain related patents, for the remaining life of those patents, to design and make certain DVR-enabled products solely for DISH and two international customers. EchoStar granted TiVo a license under certain DVR-related patents for TiVo-branded, co-branded and ingredient-branded products.

The agreement includes multiple elements consisting of: (i) an exchange of licenses to intellectual property, including covenants not to assert claims of patent infringement for the period April 29, 2011 until the expiration of the last to expire of the covered patents, which is July 30, 2018, (ii) an interest income component related to the past infringement, and (iii)  the settlement of all outstanding litigation and claims between TiVo and EchoStar and DISH. The proceeds of the agreement were allocated amongst the principal elements of the transaction.

The Company estimated the fair value of each element using an income approach. The significant inputs and assumptions used in this valuation included actual past and projected future subscription base, estimated DVR penetration rates, estimated market-based royalty rates, estimated risk-adjusted discount rates, and useful lives, among others. The development of a number of these inputs and assumptions in the model requires a significant amount of management judgment and is based upon a number of factors. Changes in these assumptions may have had a substantial impact on the fair value assigned to each element. These inputs and assumptions represent management's best estimates at the time of the transaction.

The total consideration of $500.0 million was allocated on a relative fair value basis as $175.7 million to the past infringement and litigation settlement element, $2.9 million to interest income related to past infringement and $321.4 million to the future license royalties element. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the quarter ended April 30, 2011. The amount related to interest income was recorded under “Interest income” in the quarter ended April 30, 2011. $321.4 million of future license royalties will be recorded as technology revenue at the lesser of the cumulative straight-line amortization over the remaining life of the patent through July 30, 2018 or the cumulative cash proceeds received. As a result, revenue from license royalties will never be recorded in excess of cash payments received.

Revenue from the agreement is expected to be recognized as follows:

Fiscal Year	Technology Revenues
	(in thousands)
2012	$33,246
2013	44,328
2014	44,328
2015	44,328
2016	44,328
2017	44,328
2018	44,328
2019	22,164
Total	$321,378

XML



COMPREHENSIVE INCOME

3 Months Ended

Apr. 30, 2011

COMPREHENSIVE INCOME (LOSS) [Abstract]

Comprehensive Income (Loss) Note [Text Block]

COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) are as follows:

	Three Months Ended April 30,
	2011			2010
	(In thousands)
Net income (loss)	$	139,025		$	(14,200	)
Other comprehensive income (loss):
Available-for-sale securities:
Unrealized gain (loss) on marketable securities	(4		)	(76		)
Reclassification adjustment for gains on available-for-sale securities recognized during the period	$	510		$	—
Subtotal available-for-sale securities	$	506		$	(76	)
Total comprehensive income (loss)	$	139,531		$	(14,276	)

XML



STOCK-BASED COMPENSATION

3 Months Ended

Apr. 30, 2011

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

STOCK-BASED COMPENSATION

Total stock-based compensation for the three months ended April 30, 2011 and 2010, respectively is as follows: 

	Three Months Ended April 30,
	2011		2010
	(In thousands)
Cost of service revenues	$	175	$	132
Cost of technology revenues	563		484
Research and development	2,526		1,786
Sales and marketing	911		817
General and administrative	3,482		2,367
Deferred cost of technology revenues	43		—
Stock-based compensation before income taxes	$	7,700	$	5,586
Income tax benefit	—		—
Total stock-based compensation	$	7,700	$	5,586

XML



NATURE OF OPERATIONS

3 Months Ended

Apr. 30, 2011

NATURE OF OPERATIONS [Abstract]

Nature of Operations [Text Block]

NATURE OF OPERATIONS

TiVo Inc. (together with its subsidiaries “the Company” or “TiVo”) was incorporated in August 1997 as a Delaware corporation and is located in Alviso, California. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Company conducts its operations through one reportable segment.

The Company is subject to a number of risks, including delays in product and service developments; competitive service offerings; lack of market acceptance; uncertainty of future profitability; the dependence on third parties for manufacturing, marketing, and sales support, as well as third-party rollout schedules, software development issues for third-party products which contain its technology; intellectual property claims by and against the Company; access to television programming including digital cable signals in connection with CableCARD and switched digital technologies; dependence on its relationships with third-party service providers such as DIRECTV, RCN, Suddenlink, Charter, ONO, and Virgin Media (U.K.) for subscription growth; and the Company’s ability to sustain and grow its subscription base. The Company anticipates that its retail business will continue to be seasonal and expects to generate a significant portion of its new subscriptions during and immediately after the holiday shopping season. However, as a result of the continued national and global economic downturn and overall consumer spending decline, the Company is cautious about its subscription growth in the near term.

XML



FAIR VALUE

3 Months Ended

Apr. 30, 2011

Fair Value [Abstract]

Fair Value, Measurement Inputs, Disclosure [Table Text Block]

FAIR VALUE

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments as of April 30, 2011 and January 31, 2011.

	As of April 30, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Assets:
Cash equivalents:
Commercial paper	$	37,689	$	—		$	37,689	$	—
Certificate of deposit	5,000		5,000
Money market funds	116,409		116,409			—		—
Short-term investments:
Certificate of deposit	32,765		32,765					—
Commercial paper	57,587					57,587		—
Corporate debt securities	55,593					55,593		—
US agency securities	18,077					18,077		—
US Treasury securities	20,127		20,127					—
Variable-rate demand notes	2,600					2,600		—
Asset-backed securities	2,499							2,499
Total	$	348,346	$	174,301		$	171,546	$	2,499
	As of January 31, 2011
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Assets:
Cash equivalents:
Commercial paper	$	40,189	$	—		$	40,189	$	—
Money market funds	26,670		26,670			—		—
Short-term investments:
Certificate of deposit	25,607		25,607					—
Commercial paper	24,473		—			24,473		—
Corporate debt securities	42,897		—			42,897		—
US agency securities	23,083		—			23,083		—
US Treasury securities	5,023		5,023			—		—
Foreign government securities	12,035		—			12,035		—
Variable-rate demand notes	2,600		—			2,600		—
Asset-backed securities	2,498		—			—		2,498
Long-term investments:
Auction rate securities	2,490		—			—		2,490
Total	$	207,565	$	57,300	1	$	145,277	$	4,988

The following tables present reconciliations of financial assets measured at fair value using significant unobservable inputs (Level 3) during the three months ended April 30, 2011 and January 31, 2010 (in thousands):

	Auction Rate Securities		Asset-backed Securities		Total
Balance, January 31, 2011	$	2,490	$	2,499	$	4,989
Transfer into Level 3	—		—		—
Purchases	—				—
Sales	2,490		—		(2,490		)
Balance, April 30, 2011	$	—	$	2,499	$	2,499

	Auction Rate  Securities
As of January 31, 2010	$	4,112
Transfer into Level 3	—
Total unrealized gains included in accumulated other comprehensive loss	36
Balance, April 30, 2010	$	4,148

Marketable securities measured at fair value using Level 3 inputs are comprised of asset-backed and auction rate securities. Asset-backed securities values are based on non-binding broker provided price quotes and may not have been corroborated by observable market data. There were no transfers in and out of Level 1 or 2. During the quarter ended April 30, 2011 we sold our remaining auction rate securities at par value of $3.0 million.

TiVo also has a direct investment in a privately-held company accounted for under the cost method, which is periodically assessed for other-than-temporary impairment. If the Company determines that an other-than-temporary impairment has occurred, TiVo will write-down the investment to its fair value. The fair value of a cost method investment is not evaluated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. However, if such significant adverse events were identified, the Company would estimate the fair value of its cost method investment considering available information at the time of the event, such as pricing in recent rounds of financing, current cash position, earnings and cash flow forecasts, recent operational performance and any other readily available data. The carrying amount of the Company’s cost method investment was $3.4 million as of April 30, 2011 and January 31, 2011. No events or circumstances indicating a potential impairment were identified as of April 30, 2011 or January 31, 2011.

Cash equivalents and available-for-sale marketable securities (including auction rate securities and asset-backed securities) are reported at their fair value. Additionally, carrying amounts of certain of the Company’s financial instruments including accounts receivable, accounts payable, and accrued expenses approximate their fair value because of their short maturities.

We have financial liabilities for which we are obligated to repay the carrying value, unless the holder agrees to a lesser amount. The carrying value of these financial liabilities at April 30, 2011 was $172.5 million and the fair value was $193.6 million, respectively. There was no debt as of the fiscal year ended January 31, 2011. Refer to Note 6. "Convertible senior notes" for additional information.

XML



COMMITMENT AND CONTINGENCIES

3 Months Ended

Apr. 30, 2011

Commitment And Contingencies [Abstract]

Commitments and Contingencies Disclosure [Text Block]

COMMITMENTS AND CONTINGENCIES

Product Warranties

The Company’s standard manufacturer's warranty period to consumers for TiVo-enabled DVRs is 90 days for parts and labor from the date of consumer purchase, and from 91-365 days for parts only, also known as the Limited Warranty. Within the limited warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect, within 90 days from the date of consumer purchase. Thereafter, consumers may exchange a TiVo-enabled DVR with a product defect for a charge. As of April 30, 2011 and January 31, 2011, the accrued warranty reserve was $229,000 and $419,000, respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying condensed consolidated balance sheets.

The Company also offers customers separately priced optional 2-year and 3-year extended warranties. The Company defers and amortizes cost and revenue associated with the sales of the extended warranties over the warranty period or until a warranty is redeemed. As of April 30, 2011, the extended warranty deferred revenue and cost was $909,000 and $275,000, respectively. As of January 31, 2011, the extended warranty deferred revenue and cost was $891,000 and $269,000, respectively.

Indemnification Arrangements

The Company undertakes indemnification obligations in its ordinary course of business. For instance, the Company has undertaken to indemnify its underwriters and certain investors in connection with the issuance and sale of its securities. The Company has also undertaken to indemnify certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws, including certain violations of securities laws with respect to underwriters and investors. The term of these indemnification obligations is generally perpetual. The Company’s obligation to provide indemnification would arise in the event that a third-party filed a claim against one of the parties that was covered by the Company’s indemnification obligation. As an example, if a third-party sued a customer for intellectual property infringement and the Company agreed to indemnify that customer against such claims, its obligation would be triggered.

The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to its indemnification obligations, if any. A few of the variables affecting any such assessment include but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. Due to the nature of the Company’s potential indemnity liability, its indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue operation in the ordinary course of business.

Under certain circumstances, the Company may have recourse through its insurance policies that would enable it to recover from its insurance company some or all amounts paid pursuant to its indemnification obligations. The Company does not have any assets held either as collateral or by third parties that, upon the occurrence of an event requiring it to indemnify a customer, the Company could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations.

Legal Matters

Intellectual Property Litigation. On April 29, 2011, TiVo Inc. (“TiVo”), on the one hand, and DISH Network Corporation (“DISH”) and EchoStar Corporation (“EchoStar”), on the other hand, entered into a Settlement and Patent License Agreement (the “Agreement”), pursuant to which the parties released all claims against each other with respect to all outstanding litigation between them, and certain other potential claims, including any challenges by either party to the other party's patents related to DVR-technology covered by the license, and provided the other party with a license to certain patents owned by each party. The Agreement resolves all outstanding litigation between TiVo and EchoStar, including TiVo's complaint against EchoStar filed on January 5, 2004 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 “'389 Patent”), the May 30, 2008 complaint filed by Dish Network Corporation and its related entities against TiVo in the U.S. District Court for the District of Delaware for declaratory relief that Dish's unspecified digital video recorders do not infringe TiVo's 389 patent, and the April 29, 2005, complaint filed by EchoStar Technologies Corporation against TiVo and Humax USA, Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent Nos. 5,774,186 ("Interruption Tolerant Video Program Viewing"), 6,529,685 B2 ("Multimedia Direct Access Storage Device and Formatting Method"), 6,208,804 B1 ("Multimedia Direct Access Storage Device and Formatting Method") and 6,173,112 B1 ("Method and System for Recording In-Progress Broadcast Programs"). Please see TiVo's latest annual report filed on Form 10-K for the fiscal year ended January 31, 2011 for a description of each of these litigations.

Under the Agreement, EchoStar and DISH agreed to pay TiVo $500.0 million in cash, and the releases and respective licenses were made effective and dismissals of litigation filed with the appropriate courts after the initial payment of $300.0 million was received by TiVo on May 2, 2011. The remaining $200.0 million will be paid to TiVo in equal annual installments of approximately $33.3 million from 2012 until 2017. Refer to Note 9. "Dish Network" for additional information.

Pursuant to the Agreement, TiVo granted EchoStar a license to the '389 Patent including specified related patents and patent applications to design, make and sell certain DVR products solely for DISH and two small international customers. TiVo granted DISH a license to its '389 patent, including specified related patents and patent applications, with respect to DISH-branded and co-branded products and services. EchoStar granted TiVo a license to U.S. Patent Nos. 6,208,804, 6,529,685, 5,721,878, 5,721,815, and 5,751,883 including specified related patents and patent applications for TiVo-branded, co-branded or ingredient branded products and services.

The Agreement expires at the end of the remaining life of the '389 patent in 2018. In addition, the Agreement, including the respective licenses granted pursuant to the Agreement, may be terminated in whole or in part under certain circumstances with respect to a party such as upon a material breach by a party of its obligations under the agreement (including but not limited to a failure to make timely payment).

On June 4, 2010, the United States Patent and Trademark Office (the "USPTO") issued a final office action in a second reexamination filed by EchoStar preliminarily rejecting Claims 31 and 61 of U.S. Patent No. 6,233,389 as obvious in light of two references previously considered by the USPTO in the first reexamination. On October 6, 2010, the Company was notified by the USPTO that the USPTO had issued a final notice in its second reexamination of U.S. Patent No. 6,233,389, re-confirming the validity of all the patent's claims at issue. On Feb. 15, 2011 the the USPTO issued a reexamination certificate (Number US 6,233,389 C2) confirming the validity of all of the patent claims at issue during the reexamination proceeding. This decision is final and is not appealable by the party who requested the reexamination.

On August 26, 2009, TiVo Inc. filed separate complaints against AT&T Inc. and Verizon Communications, Inc. in the United States District Court for the Eastern District of Texas for infringement of the following three TiVo patents U.S. Patent Nos. 6,233,389 B1 ("Multimedia Time Warping System"), 7,529,465 B2 ("System for Time Shifting Multimedia Content Streams"), and 7,493,015 B1 ("Automatic Playback Overshoot Correction System"). The complaints seek, among other things, damages for past infringement and a permanent injunction, similar to that issued by the United States District Court, Eastern District of Texas against EchoStar. On January 15, 2010, Microsoft Corporation ("Microsoft") moved to intervene in the action filed against AT&T Inc., and on March 31, 2010 the district court granted Microsoft's motion. On March 28, 2010, AT&T Operations filed a motion to intervene in the action filed against AT&T; AT&T Operations and Microsoft filed a motion to transfer the proceedings to the United States District Court for the Northern District of California; and AT&T Inc., AT&T Operations, and Microsoft filed a motion to sever the claims involving Microsoft and AT&T Operations and stay the remaining proceeding involving AT&T. On September 17, 2010, the court issued an order denying AT&T's motion to transfer. On June 1, 2012, the judge conducted a claim construction hearing on the patents asserted by TiVo against AT&T. The Company is incurring material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On February 24, 2010, Verizon answered TiVo's August 26, 2009 complaint and Verizon asserted counterclaims. The counterclaims seek declaratory judgment of non-infringement and invalidity of the patents TiVo asserted against Verizon in the August 26th complaint. Additionally, Verizon alleged infringement of U.S. Patents: 5,410,344 ("Apparatus and Method of Selecting Video Programs Based on Viewers' Preferences"), 5,635,979 ("Dynamically Programmable Digital Entertainment Terminal Using Downloaded Software to Control Broadband Data Operations"), 5,973,684 ("Digital Entertainment Terminal Providing Dynamic Execution in Video Dial Tone Networks"), 7,561,214 ("Two-dimensional Navigation of Multiplexed Channels in a Digital Video Distribution System"), 6,367,078 ("Electronic Program-Guide System with Sideways-Surfing Capability"). On March 15, 2010, Verizon filed an amended answer further alleging infringement of U.S. Patent No. 6,381,748 ("Apparatus And Methods For Network Access Using A Set Top Box And Television"). Verizon seeks, among other things, damages and a permanent injunction. On September 17, 2010, the court issued an order denying Verizon's motion to transfer. On June 1-2, 2012, the judge conducted a claim construction hearing on the patents asserted by TiVo against Verizon and the patents asserted by Verizon against TiVo. The Company is incurring material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On January 19, 2010, Microsoft Corporation filed a complaint against TiVo in the United States District Court for the Northern District of California for alleged infringement of the following two patents: U.S. Patent Nos. 6,008,803 ("System for Displaying Programming Information") and 6,055,314 ("System and Method for Secure Purchase and Delivery of Video Content Programs"). The complaint seeks, among other things, damages and a permanent injunction. On April 19, 2010, TiVo served its answer to the complaint, and counterclaimed seeking a declaration that TiVo does not infringe and the patents are invalid. On June 30, 2010, Microsoft filed an amended complaint alleging infringement of the following additional five patents: U.S. Patent Nos. 5,654,748 ("Interactive Program Identification System"), 5,677,708 ("System for Displaying a List on a Display Screen"), 5,896,444 ("Method and Apparatus for Managing Communications Between a Client and a Server in a Network"), 6,725,281 ("Synchronization of Controlled Device State Using State Table and Eventing in Data-Driven Remote Device Control Model"), and 5,648,824 ("Video Control User Interface for Controlling Display of a Video"). The amended complaint seeks, among other things, damages and a permanent injunction. On August 2, 2010, TiVo served its Answer to the amended complaint and counterclaimed, seeking a declaration that TiVo does not infringe and the patents are invalid. On January 13, 2011, TiVo filed a motion to amend its answer and counterclaims to allege infringement of U.S. Patent No. 6,792,195 B2 ("Method and Apparatus Implementing Random Access and Time-Based Functions on a Continuous Stream of Formatted Digital Data"). On February 14, 2011, the Court issued an order granting TiVo's motion to amend its answer to assert U.S. Patent No. 6,792,195 B2 against Microsoft. On March 7, 2011, TiVo filed with the USPTO ex parte reexamination requests for all seven of the patents that Microsoft has asserted against TiVo in this litigation. On the same day, the Company filed a motion to stay this litigation in view of the reexamination requests. The USPTO has granted all of TiVo's reexamination requests, except with respect to U.S. Patent No. 5,896,444. On May 6, 2011, the Court granted TiVo's motion to stay the litigation pending final exhaustion of all reexamination proceedings, including any appeals. . This litigation has been stayed. The Company may incur material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On January 24, 2011, Microsoft Corporation filed a Complaint with the United States International Trade Commission (the “ITC”) requesting that the ITC commence an investigation pursuant to Section 337 of the Tariff Act of 1930, as amended, 19 U.S.C. § 1337, into the importation into the United States, the sale for importation into the United States, and/or the sale within the United States after importation of certain set-top boxes that allegedly infringe the following four patents: U.S. Patent Nos. 5,585,838 ("Program Time Guide"), 5,731,844 ("Television Scheduling System for Displaying a Grid Representing Scheduled Layout and Selecting a Programming Parameter for Displaying or Recording"), 6,028,604 ("User Friendly Remote System Interface Providing Previews of Applications"), and 5,758,258 ("Selective Delivery of Programming for Interactive Televideo System"). The Complaint named TiVo as Respondent. On February 24, 2011, the ITC voted to investigate the complaint filed by Microsoft. The ITC's Chief Administrative Law Judge assigned the case to one of the ITC's six administrative law judges, who will schedule and hold an evidentiary hearing. The administrative law judge will make an initial determination as to whether there is a violation of Section 337; that initial determination is subject to review by the ITC. The ITC will make a final determination in the investigation at the earliest practicable time. The ITC has set a target date for completing the investigation of July 2, 2012. As a result of Microsoft's ITC lawsuit, we expect to incur material expenses this year defending Microsoft's lawsuit filed with the ITC and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On January 24, 2011, Microsoft Corporation filed a complaint against TiVo in the United States District Court for the Western District of Washington for alleged infringement of the following four patents, which are the same four patents alleged to be infringed in Microsoft's Complaint filed on the same date with the Commission: U.S. Patent Nos. 5,585,838 ("Program Time Guide"), 5,731,844 ("Television Scheduling System for Displaying a Grid Representing Scheduled Layout and Selecting a Programming Parameter for Displaying or Recording"), 6,028,604 ("User Friendly Remote System Interface Providing Previews of Applications"), and 5,758,258 ("Selective Delivery of Programming for Interactive Televideo System"). On March 3, 2011, TiVo filed a motion to stay this litigation in view of the International Trade Commission investigation referenced above, and to transfer the litigation to the more convenient forum of the United States District Court for the District of Northern California. Under the February 18, 2011 stipulated order, because TiVo filed a motion to stay the litigation, the time for TiVo to answer the Complaint has been extended indefinitely until TiVo's motion to stay and transfer has been decided on the merits. On May 19, 2011, the district court granted TiVo's motion to stay and transferred the case to the Northern District of California. This litigation has been stayed. The Company intends to defend this action and the action before the Commission vigorously; however, the Company is incurring expenses in connection with this lawsuit, which could become material in the future, and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On March 12, 2010, AT&T Intellectual Property I, L.P., and AT&T Intellectual Property II, L.P. (collectively, "AT&T") filed a complaint against TiVo Inc. in the United States District Court for the Northern District of California for infringement of the following four patents: U.S. Patent Nos. 5,809,492 ("Apparatus and Method for Defining Rules for Personal Agents"), 5,922,045 ("Method and Apparatus for Providing Bookmarks when Listening to Previously Recorded Audio Programs"), 6,118,976 ("Asymmetric Data Communications System"), and 6,983,478 ("Method and System for Tracking Network Use"). The complaint seeks, among other things, damages for past infringement and a permanent injunction. On May 3, 2010, TiVo served its Answer to the complaint and counterclaimed, seeking a declaration that TiVo does not infringe and the patents are invalid. On December 3, 2010, TiVo filed with the USPTO requests for reexamination of all four of the patents asserted by AT&T in this litigation. TiVo filed an inter partes reexamination request for U.S. Patent No. 6,983,478, and ex parte reexamination requests for U.S. Patent Nos. 5,809,492, 5,922,045, and 6,118,976. On December 6, 2010, TiVo filed a motion to stay this litigation in view of the reexamination requests. On December 17, 2010, AT&T filed an Amended Complaint for Patent Infringement, adding to its claims allegations of inducing infringement, contributory infringement, and willful infringement. On January 20, 2011, TiVo served its Answer to the amended complaint, again seeking a declaration that TiVo does not infringe and the patents are invalid. On February 1, 2011, TiVo filed a Notice with the Court that the USPTO had granted all four of TiVo's petitions for reexamination of the patents asserted by AT&T in this litigation: on January 18, 2011, the USPTO granted TiVo's petition for ex parte reexamination of all asserted claims of U.S. Patent No. 5,809,492; on January 24, 2011, the USPTO granted TiVo's petition for ex parte reexamination of all asserted claims of U.S. Patent No. 6,118,976; on January 26, 2011, the USPTO granted TiVo's petition for inter partes reexamination of all asserted claims of U.S. Patent No. 6,983,478; and on January 31, 2011, the USPTO granted TiVo's petition for ex parte reexamination of all asserted claims of U.S. Patent No. 5,922,045. On March 1, 2011, the Court issued an order granting TiVo's motion to stay. This litigation has been stayed. The Company may incur material expenses in connection with this litigation and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On February 25, 2011, Motorola Mobility, Inc. and General Instrument Corporation, a subsidiary of Motorola, filed a complaint against us in the United States District Court for the Eastern District of Texas seeking declaratory judgment of non-infringement and invalidity of two of the patents we asserted against Verizon in our August 26, 2009 complaint. Additionally, Motorola alleged infringement of U.S. Patents: 6,304,714 (“In Home Digital Video Unit with Combined Archival Storage and High-Access Storage”), 5,949,948 (“Method and Apparatus for Implementing Playback Features for Compressed Video”) and 6,356,708 (“Method and Apparatus for Implementing Playback Features for Compressed Video”). Motorola seeks, among other things, damages and a permanent injunction. On April 18, 2011, TiVo served its Answer to the complaint and counterclaimed, seeking a declaration that TiVo does not infringe and the patents are invalid. On April 20, 2011, Motorola filed a Reply to TiVo's counterclaims. A status conference was held on June 1, 2011 where the magistrate judge indicated that trial would likely be scheduled for September 2012. We expect to incur material expenses in connection with this lawsuit, and in the event we were to lose, we could be forced to pay damages for infringement, to license technology from Motorola, and we could be subject to an injunction preventing us from infringing Motorola's technology or otherwise affecting our business, and in any such case, our business would be harmed. No loss is considered probable or estimable at this time.

On August 25, 2010, Ganas, LLC ( "Ganas") filed a complaint against twenty-three defendants, including TiVo Inc., Sabre Holdings Corporation, DIRECTV, DISH DBS Corporation, The Charles Schwab Corporation, E*Trade Securities, LLC, Hewlett-Packard Corporation, Adobe Systems Incorporated, and others in the United States District Court for the Eastern District of Texas for infringement of the following four patents: U.S. Patent Nos. 7,136,913 ("Object oriented communication among platform independent systems across a firewall over the internet using HTTP-SOAP"); 7,325,053 ("Object oriented communication among platform-independent systems over networks using SOAP"); 7,734,756 ("Object oriented communication among platform independent systems over networks using SOAP"); and 7,007,094 ("Object oriented communications system over the internet"). The complaint seeks, among other things, damages for past infringement and a permanent injunction. On October 19, TiVo filed its answer to the Ganas complaint. On April 28, 2011, Ganas voluntarily dismissed its complaint against TiVo.

On November 9, 2010, Olympic Developments AG, LLC (“Olympic”) sued TiVo and 10 other companies alleging infringement of U.S. Patent Nos. 5,475,585 (“Transactional Processing System”) and 6,246,400 (“Device for controlling Remote Interactive Receiver”). On November 18, 2010, Olympic filed its First Amended Complaint for Patent Infringement, adding DIRECTV, Inc. as a defendant. The complaint alleges that Olympic is the exclusive licensee with respect to the Defendants of the patents allegedly infringed. The complaint alleges that TiVo has infringed, “requires and/or directs” users to infringe, and has contributed to the infringement of one of more of the claims of the '400 patent. The '400 patent has expired. On May 13, 2011, Olympic filed its Second Amended Complaint for Patent Infringement. The Company intends to defend itself vigorously in this matter. The Company may incur expenses in connection with this litigation that may become material in the future and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

On November 10, 2010, Guardian Media Technologies sued TiVo and 35 other companies in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent No. 4,930,158 (“Selective Video Playing System”) and 4,930,160 (“Automatic Censorship of Video Programs”). The complaint alleges that Guardian Media Technologies is the owner by assignment of the patents allegedly infringed. The complaint further alleges that prior to the expiration of the patents in 2007, TiVo had infringed, contributorily infringed and/or actively induced infringement of the '158 patent and '160 patent by making, having made, installing, using, importing, providing, supplying, distributing, selling and/or offering for sale products and/or systems that infringed or, when used, infringed one or more claims of the patent. The complaint alleges that TiVo's infringement was willful. Guardian had previously sued TiVo and more than 30 other companies on the same patents in late 2008 in the U.S. District Court for the Central District of California. In June 2009, the California court dismissed Guardian's complaint against TiVo and other defendants. Guardian subsequently re-filed its complaint against TiVo in California, but then Guardian voluntarily dismissed the California complaint in late 2009. In April 2011, TiVo entered into an immaterial settlement agreement with Guardian and the Texas case was dismissed with prejudice on May 6, 2011.

On December 20, 2010, Multimedia Patent Trust (“MPT”) sued TiVo and 6 other companies alleging infringement of U.S. Patent Nos. 4,958,226 (“Conditional Motion Compensated Interpolation of Digital Motion Video”); 5,136,377 (“Adaptive Non-Linear Quantizer”); 5,500,678 (“Optimized Scanning of Transform Coefficients in Video Coding”) and 5,227,878 (“Adaptive Coding and Decoding of Frames and Fields of Video”). On March 2, 2011, TiVo entered into a patent license agreement with MPT settling the pending litigation.

Securities Litigation. The Company and certain of its officers and directors ("TiVo defendants") were originally named as defendants in a consolidated securities class action lawsuit filed in the United States District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in the Company's initial public offering ("IPO") as defendants. This class action is brought on behalf of a purported class of purchasers of the Company's common stock from the time of the Company's IPO (October 31, 1999) through December 6, 2000. The central allegation in this action is that the underwriters in the Company's IPO solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased the Company's stock in the IPO and the after-market, and that the TiVo defendants violated the federal securities laws by failing to disclose in the IPO prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 300 issuers have been named in similar lawsuits. In February 2003, after the issuer defendants (including the TiVo defendants) filed an omnibus motion to dismiss, the Court dismissed the Section 10(b) claim as to the Company, but denied the motion to dismiss the Section 11 claim as to the Company and virtually all of the other issuer-defendants. On October 8, 2002, the Company's executive officers who were named as defendants in this action were dismissed without prejudice.

On June 26, 2003, the plaintiffs in the suit announced a proposed settlement with the Company and the other issuer defendants. This proposed settlement was terminated on June 25, 2007, following the ruling by the United States Court of Appeals for the Second Circuit on December 5, 2006, reversing the District Court's granting of class certification in the six focus cases currently being litigated in this proceeding. The proposed settlement had provided that the insurers of all settling issuers would guarantee that the plaintiffs recover $1 billion from non-settling defendants, including the investment banks who acted as underwriters in those offerings. The maximum amount that could be charged to the Company's insurance policy under the proposed settlement in the event that the plaintiffs recovered nothing from the investment banks would have been approximately $3.9 million.

On August 14, 2007, the plaintiffs filed Amended Master Allegations. On September 27, 2007, the Plaintiffs filed a Motion for Class Certification, which was subsequently withdrawn without prejudice by the plaintiffs. Defendants filed a Motion to Dismiss the focus cases on November 9, 2007. On March 26, 2008, the Court ruled on the Motion to Dismiss, holding that the plaintiffs had adequately pleaded their Section 10(b) claims against the Issuer Defendants and the Underwriter Defendants in the focus cases. As to the Section 11 claim, the Court dismissed the claims brought by those plaintiffs who sold their securities for a price in excess of the initial offering price, on the grounds that they could not show cognizable damages, and by those who purchased outside the previously certified class period, on the grounds that those claims were time barred. This ruling, while not binding on the Company's case, provides guidance to all of the parties involved in this litigation. On April 2, 2009, the parties lodged with the Court a motion for preliminary approval of a proposed settlement between all parties to the consolidated action, including the Company and its former officers and directors, as well as numerous other companies and their officers and directors. The proposed settlement provides the plaintiffs with $586 million in recoveries from all defendants, with $100 million being paid on behalf of the Issuer Defendants and their officers and directors by the Issuers' insurers. Accordingly, any direct financial impact of the proposed settlement is expected to be borne by the Company's insurers. The proposed settlement also provides for full releases for the defendants, including the Company and its former officers and directors. On June 12, 2009, the Federal District Court granted preliminary approval of the proposed settlement. On September 10, 2009, the Federal District Court held the fairness hearing for final approval of the settlement. On October 6, 2009, the District Court issued an order granting class certification and final approval of the settlement. Several individuals or groups of individuals have filed petitions to appeal and/or notices of appeal with the United States Court of Appeals for the Second Circuit. The Second Circuit Court of Appeals has not yet addressed any of the pending petitions to appeal or notices of appeal. Therefore, the District Court's order granting class certification and final approval of the settlement may still be subject to appellate review by the Second Circuit Court of Appeals. There can be no assurance that the District Court's approval will not be overturned by the Second Circuit Court of Appeals. The Company may incur expenses in connection with this litigation that may become material in the future. No loss is considered probable or estimable at this time.

On October 3, 2007, Vanessa Simmonds filed a complaint against the Company's former lead underwriters Credit Suisse Group and Bank of America ("Lead Underwriters"), with the Company named as a nominal defendant, in the U.S. District Court for the Western District of Washington alleging violations of Section 16(b) in connection with the Company's initial public offering and associated transactions in the Company's stock in the six month period following the Company's initial public offering by the Company's Lead Underwriters. On or about December 3, 2007, Ms. Simmonds delivered a copy of the complaint to the Company. The complaint is directed solely at the initial public offering underwriters, not at the Company, and does not seek any damages or recovery from the Company. On February 25, 2008, the plaintiff filed an amended complaint which is substantially similar to the initial complaint and continues to name the Company only as a nominal defendant, but which also names Credit Suisse Securities (USA), Bank of America Corporation, and Robertson Stephens, Inc. as defendants. Ms. Simmonds filed similar actions in the same Court against various underwriters with respect to the initial public offerings of fifty-three other issuers. The fifty-four actions were coordinated by the Court. On July 25, 2008, thirty of the issuers, including the Company (collectively, the "Moving Issuers"), in the coordinated proceeding filed a Joint Motion to Dismiss. Also on July 25, 2008, all of the underwriter defendants in the coordinated proceeding filed an Omnibus Motion to Dismiss. The hearing on the motions to dismiss was held on January 16, 2009. On March 12, 2009, the Court granted both the Moving Issuers' Joint Motion to Dismiss and the Underwriters' Omnibus Motion to Dismiss. The Court held that the plaintiff's demand letters to the Moving Issuers were legally insufficient and therefore the plaintiff lacked standing to maintain the thirty Section 16(b) suits relating to the Moving Issuers. Accordingly, the Court granted without prejudice the Moving Issuers' Joint Motion to Dismiss, and further held that it would not permit the plaintiff to amend her demand letters. In regard to the Underwriters' Omnibus Motion to Dismiss, the Court held that the remaining twenty-four Section 16(b) suits were barred by the statute of limitations, and accordingly granted with prejudice the Omnibus Motion to Dismiss as to those suits. On March 31, 2009, plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit of the District Court's dismissal of these fifty-four actions. On April 14, 2009, the underwriter defendants filed a notice of cross-appeal of that portion of the District Court's order dismissing without prejudice the thirty Section 16(b) suits relating to the Moving Issuers, on the grounds that such dismissal should be with prejudice. The hearing on plaintiff's appeal and the underwriter defendants' cross appeal was held before the Ninth Circuit Court of Appeals on October 5, 2010.

On December 2, 2010, the Ninth Circuit Court of Appeals issued its ruling on plaintiff's appeal and the underwriter defendants' cross appeal. In its ruling, the Court of Appeals affirmed the District Court's conclusion that the plaintiff's demand letters to the thirty Moving Issuers (including the Company) were legally insufficient. In addition, the Court of Appeals vacated the District Court's dismissal orders as to the actions brought against the Moving Issuers, with instructions that the District Court dismiss those thirty actions with prejudice. With respect to the underwriter defendants' cross appeal, the Court of Appeals reversed the District Court's conclusion that the remaining twenty-four actions were barred by the statute of limitations, and remanded those twenty-four actions with instructions for the District Court to allow the underwriter defendants and remaining issuers to file a motion challenging the sufficiency of the plaintiff's demand letters under applicable law.

On December 16, 2010, plaintiff filed a petition with the Ninth Circuit Court of Appeals for rehearing en bancof the Court's December 2, 2010 ruling, and the underwriter defendants filed a petition for panel rehearing or rehearing en banc. On January 18, 2011, the Ninth Circuit Court of Appeals issued an Order and Amended Opinion, in which the Court denied the petitions for rehearing. Subsequently, plaintiff and the underwriter defendants respectively filed motions with the Ninth Circuit Court of Appeals for a stay of the mandate, pending the filing of a petition for writ of certiorari in the United States Supreme Court. The Ninth Circuit Court of Appeals granted these motions by orders dated January 25 and January 26, 2011. On April 5, 2011, plaintiff filed a petition for writ of certiorari in the United States Supreme Court, and on April 15, 2011, the underwriter defendants filed a petition for writ of certiorari in the United States Supreme Court. On May 12, 2011, Simmonds filed an opposition to the Underwriters cert petition (concerning whether the 2-year statute of limitations should be subject to tolling and under what circumstances). On May 27, 2011, the Moving Issuers filed a response to the Simmonds cert petition in the 16(b) litigation (concerning the adequacy of Simmonds pre-suit demands). The respective petitions for writ of certiorari are pending, and the appeal and cross appeal may be subject to further proceedings. The Company may incur expenses in connection with this litigation that may become material in the future and in the event there is an adverse outcome, the Company's business could be harmed. No loss is considered probable or estimable at this time.

From time to time, the Company is involved in numerous lawsuits as well as subject to various legal proceedings, claims, threats of litigation, and investigations in the ordinary course of business, including claims of alleged infringement of third-party patents and other intellectual property rights, commercial, employment and other matters. The Company assesses potential liabilities in connection with each lawsuit and threatened lawsuits and accrues an estimated loss for these loss contingencies if both of the following conditions are met: information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. While certain matters to which the Company is a party specify the damages claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated. As of April 30, 2011, the Company has not accrued any liability for any lawsuits filed against the Company, as the Company has neither determined that it is probable that a liability has been incurred at the date of the financial statements nor that the amount of any loss can be reasonably estimated. The Company expenses legal costs as they are incurred.

XML



CONVERTIBLE SENIOR NOTES

3 Months Ended

Apr. 30, 2011

CONVERTIBLE SENIOR NOTES [Abstract]

Long-term Debt [Text Block]

CONVERTIBLE SENIOR NOTES

On March 10, 2011 the Company issued $150.0 million aggregate principal amount of 4.00% convertible senior subordinated notes due March 15, 2016 for which it received approximately $144.5 million in net proceeds. On March 30, 2011, the Company issued an additional $22.5 million aggregate principal amount of the convertible senior subordinated notes and received approximately $21.8 million in net proceeds pursuant to the exercise of the initial purchaser's overallotment option. The effective interest rate of these notes is not materially different than the stated interest rate of 4.00%. These notes have a conversion price of $11.16 per share of TiVo's common stock. The conversion option has no cash settlement provisions. Total issuance costs for the convertible notes and the overallotment was $6.4 million. The Company uses the straight-line method to amortize its debt issuance costs which yields a similar result as the effective interest rate method. The Company believes that the conversion option meets the scope exception because it is indexed to the Company's own stock and is classified in stockholders' equity.  Thus, the conversion option does not meet the criterion for separate accounting as a derivative.

The Company will pay 4.00% interest per annum on the outstanding principal amount of the notes semi-annually on March 15 and September 15 of each year beginning in September 2011. Interest began to accrue on March 10, 2011.  The notes are unsecured senior obligations of the Company. These notes were offered and sold only to qualified institutional investors, as defined in Rule 144 under the Securities Act of 1933 (“Securities Act”), and the notes and the shares of our common stock issuable upon conversion of the notes have not been registered under the Securities Act.

The Company may not redeem the notes prior to their maturity date although investors may convert the notes into TiVo common stock at any time until March 14, 2016 at their option. The Notes will be convertible at an initial conversion rate of 89.6359 shares of the Company's common stock per $1,000 principal amount of Notes, subject to adjustment upon certain events, which is equivalent to a conversion price of approximately $11.16 per share of the Company's common stock. The conversion rate will be adjusted for certain dilutive events and will be increased in the case of corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture). The holders of the Notes will have the ability to require the Company to repurchase the Notes in whole or in part upon the occurrence of an event that constitutes a “Fundamental Change” (as defined in the Indenture including such events as a "change in control" or "termination of trading"). In such case, the repurchase price would be 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase price. 

Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the Notes, as described in the indenture governing the notes, including, among other events, the Company's failure to file with the SEC the reports required pursuant to Section 13 or 15(d) of the Securities Exchange of 1934, as amended, within 180 days after the time such report was required to be filed.

XML



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) In Thousands	3 Months Ended
	Apr. 30, 2011	Apr. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 139,025	$ (14,200)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property and equipment and intangibles	2,234	2,221
Loss on disposal of fixed assets	0	42
Stock-based compensation expense	7,657	5,586
Amortization of discounts and premiums on investments	128	0
Other Noncash Expense	1,712	0
Utilization of trade credits	0	19
Allowance for doubtful accounts	291	32
Changes in assets and liabilities:
Accounts receivable	(176,074)	(2,719)
Inventories	(3,435)	(258)
Deferred cost of technology revenues	(3,277)	(1,450)
Prepaid expenses and other	(471)	570
Accounts payable	10,057	(567)
Accrued liabilities	412	(132)
Deferred revenue	(2,140)	(1,840)
Deferred rent and other long-term liabilities	38	24
Net cash used in operating activities	(23,843)	(12,672)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments	(120,165)	(45,775)
Sales or maturities of long-term and short-term investments	72,001	31,999
Acquisition of property and equipment	(1,939)	(1,181)
Acquisition of capitalized software and intangibles	(281)	0
Net cash used in investing activities	(50,384)	(14,957)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Convertible Debt, net	166,109	0
Proceeds from Issuance of common stock related to excercise of common stock options	2,061	28,651
Treasury stock - repurchase of stock for tax withholding	(3,185)	(3,792)
Net Cash Provided by Financing Activities	164,985	24,859
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	90,758	(2,770)
CASH AND CASH EQUIVALENTS:
Cash balance at beginning of period	71,221	70,891
Cash balance at end of period	$ 161,979	$ 68,121

XML



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Apr. 30, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Significant Accounting Policies [Text Block]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with: generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete audited annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s financial position as of April 30, 2011 and January 31, 2011 and the results of operations for the three month periods ended April 30, 2011 and 2010 and condensed consolidated statements of cash flows for the three month periods ended April 30, 2011 and 2010 consisting of normal recurring adjustments. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2011. Operating results for the three month period ended April 30, 2011 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2012.

Revenue Recognition

The Company generates service revenues from fees for providing the TiVo service to consumers and multiple system operators and broadcasters (“MSOs”) and through the sale of advertising and audience research measurement services. The Company also generates technology revenues from licensing technology and by providing engineering professional services. In addition, the Company generates hardware revenues from the sale of hardware products that enable the TiVo service. A substantial portion of the Company's revenues is derived from multiple element arrangements.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, collectibility is probable, and there are no post-delivery obligations. Service revenue is recognized as the services are performed which generally is ratably over the term of the service period.

Multiple Element Arrangements

The Company's multiple deliverable revenue arrangements primarily consist of bundled sales of TiVo-enabled DVRs and TiVo service to consumers; arrangements with MSOs which generally include delivery of software customization and set up services, training, post contract support (“PCS”), TiVo-enabled DVRs, and TiVo service; and bundled sales of advertising and audience research measurement services.

In October 2009, the Financial Accounting Standards Board (“FASB”) amended accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product's essential functionality from the scope of industry specific software revenue recognition guidance. In October 2009, the FASB also amended the accounting standards for multiple deliverable revenue arrangements to:

• provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the consideration should be allocated;

• require an entity to allocate revenue in an arrangement using its best estimated selling price (“BESP”) of deliverables if a vendor does not have vendor-specific objective evidence (“VSOE”) of selling price or third-party evidence (“TPE”) of selling price; and

• eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

The Company adopted this guidance at the beginning of its first quarter of fiscal year 2012 on a prospective basis for applicable transactions originating or materially modified after January 31, 2011. The Company applies and will continue to apply the previous applicable accounting guidance for continuing arrangements that originated prior to the adoption date of February 1, 2011. The adoption of the new guidance did not have a significant impact on the Company's consolidated financial statements. The Company currently does not expect changes in the Company's products, services, bundled arrangements or pricing practices that could have a significant impact on the consolidated financial statements in periods post adoption; however, this may change in the future.

The Company allocates revenue to each element in a multiple-element arrangement based upon their relative selling price. The Company determines the selling price for each deliverable using VSOE of selling price or TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exists for a deliverable, the Company uses its BESP for that deliverable. Since the use of the residual method is eliminated under the new accounting standards, any discounts offered by the Company are allocated to each of the deliverables. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for the respective element. However, revenue recognized for each deliverable is limited to amounts that are not contingent on future performance for other deliverables in the arrangement.

Consistent with its methodology under previous accounting guidance, if available, the Company determines VSOE of fair value for each element based on historical standalone sales to third parties or from the stated renewal rate for the elements contained in the initial contractual arrangement. The Company currently estimates selling prices for its PCS, training, TiVo-enabled DVRs for MSOs and TiVo service for consumers based on VSOE of fair value.

In some instances, the Company may not be able to obtain VSOE of fair value for all deliverables in an arrangement with multiple elements. This may be due to the Company infrequently selling each element separately or not pricing products within a narrow range. When VSOE cannot be established, the Company attempts to estimate the selling price of each element based on TPE. TPE would consist of competitor prices for similar deliverables when sold separately. Generally, the Company's offerings contain significant differentiation such that the comparable pricing of products with similar functionality or services cannot be obtained. Furthermore, the Company sells TiVo-enabled DVRs to consumers whereas its competitors usually lease them to their customers. Therefore, the Company is typically not able to obtain TPE of selling price.

When the Company is unable to establish a selling price using VSOE or TPE, which is generally the case for sales of TiVo-enabled DVRs to consumers and advertising and audience research measurement services, the Company uses its BESP in determining the allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the product or service were sold on a standalone basis. BESP is generally used for offerings that are not typically sold on a standalone basis or for new or highly customized offerings.

The Company establishes pricing for its products and services by considering multiple factors including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives, and industry pricing practices. When determining BESP for a deliverable that is generally not sold separately, these factors are also considered.

TiVo-enabled DVRs and TiVo service

The Company sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years or product lifetime and has the option to either pay a monthly fee over the subscription term (monthly program) or to prepay the subscription fee in advance (prepaid program). After the initial committed subscription term, the customers have various pricing options at which they can renew the subscription.

VSOE of fair value for the subscription services is established based on standalone sales of the service and varies by service period. The Company is not able to obtain VSOE for the DVR element due to infrequent sales of standalone DVRs to consumers. The BESP of the DVR is established based on the price that the Company would sell the DVR without any service commitment from the customer. Under these bundled programs, revenue is allocated between hardware revenue for the DVR and service revenue for the subscription on a relative selling price basis, with the DVR revenue recognized upon delivery, up to an amount not contingent on future service delivery, and the subscription revenue recognized over the term of the service.

Subscription revenues from product lifetime subscriptions are recognized ratably over the Company's estimate of the useful life of a TiVo-enabled DVR associated with the subscription. The estimates of expected lives are dependent on assumptions with regard to future churn of product lifetime subscriptions. The Company continuously monitors the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with the Company's current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, the Company may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period.

End users have the right to cancel their subscription within 30 days of subscription activation for a full refund. TiVo establishes allowances for expected subscription cancellations.

Arrangements with MSOs

The Company has two different types of arrangements with MSOs under technology deployment and engineering services agreements. The Company's arrangements with MSOs typically include software customization and set up services, limited training, PCS, TiVo-enabled DVRs, and TiVo service.

In instances where TiVo hosts the TiVo service, the Company recognizes revenue under the general revenue recognition guidance. The Company determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is probable. Revenue recognition is deferred until such time as all of the criteria are met. Elements in such arrangements usually include DVRs, TiVo service hosting, associated maintenance and support and training. Non-refundable payments received for customization and set up services are deferred and recognized as revenue ratably over the longer of the contractual or customer relationship period. The related cost of such services is capitalized to the extent it is deemed recoverable and amortized to cost of revenues over the same period as revenue. The Company has established VSOE for training, DVRs, and maintenance and support based on the price charged in standalone sales of the element or stated renewal rates in the agreement. The BESP of TiVo service is determined considering the size of the MSO and expected volume of deployment, market conditions, competitive landscape, internal costs and gross margin objectives. Total arrangement consideration is allocated among individual elements on a relative basis and revenue for each element is recognized when the basic revenue recognition criteria are met for the respective element.

In arrangements where the Company does not host the TiVo service and that include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue under industry specific software revenue recognition guidance. Under this guidance, such arrangements are accounted for using the percentage-of-completion method or a completed-contract method. The percentage-of-completion method is used if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion and the arrangement as a whole is reasonably expected to be profitable. The Company measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known.

In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE for undelivered elements in the contract or because of the lack of reasonably dependable estimates of total costs. In these situations, provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Costs incurred in excess of revenues are deferred up to the amount deemed recoverable. Thereafter, any profit from the engineering professional services is recognized over the period of the maintenance and support or other services that are provided, whichever is longer.

If the Company cannot be reasonably assured that no loss will be incurred under the arrangement, the Company will account for the arrangement under the completed contract method, which results in a full deferral of the revenue and costs until the project is complete. Provisions for losses are recorded when estimates indicate that a loss will be incurred on the contract.

Advertising and Audience Research Measurement Services

Advertising and audience research measurement service revenue is recognized as the service is provided. When advertising and audience measurement services are sold in packages customized for each campaign, they generally lasts for up to three months. Because of the significant customization of offerings, the Company historically has not been able to obtain VSOE for each element in the package. Accordingly, the Company would combine all elements in the package as a single unit and recognize revenue ratably over the campaign period. As a result of the updated guidance on multiple element revenue arrangements, the Company can now estimate BESP for each element in the package and separate them into individual units of accounting. Nonetheless, the new units of accounting have very similar revenue earning patterns and timing and the amounts of revenue recorded in each period are not significantly impacted by the new guidance.

Hardware Revenues

Hardware revenues represent revenues from stand-alone hardware sales and amounts allocated to hardware elements in multiple element arrangements. Revenues are recognized upon product shipment to the customers or receipt of the products by the customer, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists and collectibility is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product and service returns and these allowances are recorded as a direct reduction of revenues and accounts receivable.

Certain payments to retailers and distributors such as market development funds and revenue share are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. TiVo's policy for revenue share payments is to reduce revenue when these payments are incurred and fixed or determinable. TiVo's policy for market development funds is to reduce revenue at the later of the date at which the related hardware revenue is recognized or the date at which the market development program is offered.

XML



INCOME TAX

3 Months Ended

Apr. 30, 2011

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

INCOME TAXES

The Company has determined its interim tax provision projecting an estimated annual effective tax rate. For the three months ended April 30, 2011, the Company recorded a provision for income taxes of $1.1 million yielding an effective tax rate of 0.8%. The  income taxes are comprised primarily of state income taxes. The Company projects that it will be in a federal and state taxable income position for the year ended January 31, 2012, however the Company also estimates that it will release valuation allowance previously recorded against deferred tax assets as the deferred tax assets can be utilized against the taxable income or assessed tax. The Company continues to maintain a full valuation allowance against the remaining deferred tax as realization is dependent upon future earnings, the timing, and amount of which are uncertain.

XML



CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) In Thousands	Apr. 30, 2011	Jan. 31, 2011
CURRENT ASSETS
Cash and cash equivalents	$ 161,979	$ 71,221
Short-term investments	189,248	138,216
Accounts receivable, net of allowance for doubtful accounts of $500 and $275, respectively	191,794	16,011
Inventories	16,663	13,228
Deferred cost of technology revenues, current	13,359	13,760
Prepaid expenses and other, current	8,435	6,983
Total current assets	581,478	259,419
LONG-TERM ASSETS
Property and equipment, net of accumulated depreciation of $46,258 and $44,682, respectively	10,668	10,229
Purchased technology, capitalized software, and intangible assets, net of accumulated amortization of $15,768 and $15,110, respectively	6,579	6,956
Deferred cost of technology revenues, long-term	5,821	2,100
Prepaid expenses and other, long-term	4,922	1,224
Long-term investments	3,400	5,890
Total long-term assets	31,390	26,399
Total assets	612,868	285,818
CURRENT LIABILITIES
Accounts payable	28,185	18,052
Accrued liabilities	30,527	30,115
Deferred revenue, current	32,471	33,792
Total current liabilities	91,183	81,959
LONG-TERM LIABILITIES
Deferred revenue, long-term	34,038	34,857
Convertible Notes Payable, Noncurrent	172,500	0
Deferred rent and other long-term liabilities	284	246
Total long-term liabilities	206,822	35,103
Total liabilities	298,005	117,062
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001: Authorized shares are 10,000,000; Issued and outstanding shares - none	0	0
Common stock, par value $0.001: Authorized shares are 275,000,000; Issued shares are 120,454,755 and 117,420,874, respectively and outstanding shares are 119,180,595 and 116,475,318, respectively	120	117
Treasury stock, at cost - 1,274,160 shares and 945,556 shares, respectively	(11,845)	(8,660)
Additional paid-in capital	966,705	956,947
Accumulated deficit	(640,200)	(779,225)
Accumulated other comprehensive loss	83	(423)
Total stockholders’ equity	314,863	168,756
Total liabilities and stockholders’ equity	$ 612,868	$ 285,818