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 October 31, 2012

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 xNOo.

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).    YESxNO 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 FilerxAccelerated Filero  Non-Accelerated Filer oSmaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YESoNOx.

The number of shares outstanding of the registrant's common stock, $0.001 par value, was 123,848,713 as of November 15, 2012.

TIVO INC.

FORM 10-Q

For the Fiscal Quarter Ended October 31, 2012

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	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
	Signatures	40

^©2012 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;

• 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 subscription pricing and their impact on our hardware revenues, service revenues, total acquisition costs as well as sales and marketing, subscription acquisition costs, and average revenue per subscription ("ARPU");

• our estimates of the useful life of TiVo-enabled digital video recorders ("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, and our estimates of the effects of product lifetime subscriptions on churn;

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

• our expectations regarding future growth in subscriptions to the TiVo Service, including future increases in our multiple system operators' and broadcasters' ("MSOs") subscription base and the possibility of future decreases in the TiVo-Owned subscription base;

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

• our future earnings including expected future service revenues from future TiVo-Owned subscriptions and future service and technology revenues from MSOs;

• our expectations of the growth in the future advanced television services market for our software and technology for both our hardware and in-home and outside-of-the-home cloud-based solutions, which will be impacted by alternatives to and competitors with our products, such as 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 additional non-DVR products that would incorporate the TiVo user interface and non-DVR software;

• 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;

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

3

• our expectations regarding future increases in the amount of deferred expenses in costs of technology revenues related to development work for our television distribution partners and our ability to receive revenues equal to or greater than such deferred expenses from such television distribution partners;

• our expectations regarding future increases in our operating expenses, including increases in general and administrative expenses, litigation expenses, sales and marketing and subscription acquisition costs;

• our expectations regarding our ability to oversee outsourcing of our manufacturing processes and engineering work;

• our expectations with respect to the usability of our current finished goods inventory of DVRs and non-DVR products and the risks that hardware forecasts of our MSO customers may be reduced after we have committed manufacturing resources due to long lead times requiring us to record additional write-downs if such inventories exceed forecasted demand;

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

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

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

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

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 and our quarterly reports on Form 10-Q. 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)

	October 31, 2012			January 31, 2012
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	177,466		$	169,555
Short-term investments	446,084			449,244
Accounts receivable, net of allowance for doubtful accounts of $396 and $370, respectively	28,388			24,665
Inventories	17,380			18,925
Deferred cost of technology revenues, current	11,725			4,400
Prepaid expenses and other, current	14,954			12,106
Total current assets	695,997			678,895
LONG-TERM ASSETS
Property and equipment, net of accumulated depreciation of $49,566 and $47,170, respectively	10,059			9,191
Intangible assets and capitalized software, net of accumulated amortization of $20,059 and $17,797, respectively	17,350			4,677
Deferred cost of technology revenues, long-term	18,435			23,546
Goodwill	12,281			—
Prepaid expenses and other, long-term	3,165			3,501
Total long-term assets	61,290			40,915
Total assets	$	757,287		$	719,810
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	28,565		$	32,102
Accrued liabilities	42,592			45,341
Deferred revenue, current	95,688			74,986
Total current liabilities	166,845			152,429
LONG-TERM LIABILITIES
Deferred revenue, long-term	81,837			81,336
Convertible senior notes	172,500			172,500
Deferred rent and other long-term liabilities	539			518
Total long-term liabilities	254,876			254,354
Total liabilities	421,721			406,783
COMMITMENTS AND CONTINGENCIES (see Note 6)
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 127,662,627 and 123,073,486, respectively, and outstanding shares are 123,818,266 and 121,616,908, respectively	128			123
Treasury stock, at cost: 3,844,361 shares and 1,456,578 shares, respectively	(36,915		)	(13,788		)
Additional paid-in capital	1,038,681			1,003,696
Accumulated deficit	(666,552		)	(677,064		)
Accumulated other comprehensive income	224			60
Total stockholders’ equity	335,566			313,027
Total liabilities and stockholders’ equity	$	757,287		$	719,810

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

5

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and share amounts)

(unaudited)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
Revenues
Service revenues	$	35,228		$	32,413		$	98,151		$	99,763
Technology revenues	25,727			19,391			71,439			40,480
Hardware revenues	21,072			12,970			45,462			31,465
Net revenues	82,027			64,774			215,052			171,708
Cost of revenues
Cost of service revenues	11,238			9,265			28,488			27,154
Cost of technology revenues	5,779			7,721			15,857			18,554
Cost of hardware revenues	23,434			16,817			56,336			39,071
Total cost of revenues	40,451			33,803			100,681			84,779
Gross margin	41,576			30,971			114,371			86,929
Research and development	28,277			27,272			88,489			80,542
Sales and marketing	7,958			6,753			21,425			19,995
Sales and marketing, subscription acquisition costs	1,560			2,398			5,189			6,072
General and administrative	21,772			18,032			63,367			58,310
Litigation proceeds	(78,441		)	—			(78,441		)	(175,716		)
Total operating expenses	(18,874		)	54,455			100,029			(10,797		)
Income (loss) from operations	60,450			(23,484		)	14,342			97,726
Interest income	1,383			759			3,143			4,600
Interest expense and other income (expense), net	(1,958		)	(2,015		)	(5,906		)	(6,604		)
Income (loss) before income taxes	59,875			(24,740		)	11,579			95,722
Benefit from (provision for) income taxes	(848		)	242			(1,067		)	(746		)
Net income (loss)	$	59,027		$	(24,498	)	$	10,512		$	94,976
Net income (loss) per common share
Basic	$	0.49		$	(0.21	)	$	0.09		$	0.82
Diluted	$	0.44		$	(0.21	)	$	0.09		$	0.74
Income (loss) for purposes of computing net income (loss) per share:
Basic	$	59,027		$	(24,498	)	$	10,512		$	94,976
Diluted	$	60,992		$	(24,498	)	$	10,512		$	99,989
Weighted average common and common equivalent shares:
Basic	119,363,613			117,232,354			119,149,010			116,208,111
Diluted	138,587,931			117,232,354			123,353,443			135,722,730

6

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

7

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(unaudited)

	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
Net income (loss)	$	59,027	$	(24,498	)	$	10,512	$	94,976
Other comprehensive income:
Available-for-sale securities:
Unrealized gain (loss) on marketable securities	30		(224		)	164		(309		)
Reclassification adjustment for gains on available-for-sale securities realized during the period	—		—			—		510
Subtotal available-for-sale securities	$	30	$	(224	)	$	164	$	201
Total comprehensive income (loss)	$	59,057	$	(24,722	)	$	10,676	$	95,177

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

8

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Nine Months Ended October 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	10,512		$	94,976
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment and intangibles	6,622			6,682
Stock-based compensation expense	25,163			21,979
Amortization of discounts and premiums on investments	4,097			2,483
Non-cash loss on over allotment option and non-cash interest expense	721			2,192
Utilization and write-down of trade credits	—			619
Allowance for doubtful accounts	196			322
Changes in assets and liabilities, net of the effects of the acquisition:
Accounts receivable	(3,124		)	(3,311		)
Inventories	1,545			(2,271		)
Deferred cost of technology revenues	(1,916		)	(11,088		)
Prepaid expenses and other	(1,947		)	(653		)
Accounts payable	(6,377		)	11,854
Accrued liabilities	(3,619		)	5,717
Deferred revenue	20,122			95,988
Deferred rent and other long-term liabilities	21			293
Net cash provided by operating activities	$	52,016		$	225,782
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments	(429,262		)	(640,300		)
Sales or maturities of long-term and short-term investments	427,925			256,990
Acquisition of business, net of cash and cash equivalents acquired	(24,481		)	—
Acquisition of property and equipment	(4,594		)	(4,094		)
Acquisition of capitalized software and intangibles	(95		)	(281		)
Net cash used in investing activities	$	(30,507	)	$	(387,685	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible senior notes, net of issuance costs of $6,391	—			166,109
Proceeds from issuance of common stock related to exercise of common stock options	5,788			9,796
Proceeds from issuance of common stock related to employee stock purchase plan	3,741			3,284
Treasury stock - repurchase of stock	(23,127		)	(4,566		)
Net cash provided by (used in) financing activities	$	(13,598	)	$	174,623
NET INCREASE IN CASH AND CASH EQUIVALENTS	$	7,911		$	12,720
CASH AND CASH EQUIVALENTS:
Balance at beginning of period	169,555			71,221
Balance at end of period	$	177,466		$	83,941

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

9

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 unaudited interim 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 product and 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, and 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, switched digital Internet Protocol, downloadable conditional access, and other new signal delivery and encryption technologies; dependence on its relationships with third-party service providers for subscription growth; and the Company’s ability to sustain and grow both its TiVo-Owned and MSO 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. The Company is cautious about its ability to grow or maintain its TiVo-Owned subscription base 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, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of October 31, 2012 and January 31, 2012 and the results of operations and the statement of other comprehensive income (loss) for the three and nine months endedOctober 31, 2012 and 2011 and condensed consolidated statements of cash flows for the nine month periods ended October 31, 2012 and 2011. 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, 2012. Operating results for the three and nine months endedOctober 31, 2012 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2013 or any other periods.

3. CASH AND INVESTMENTS

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

10

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Cash and cash equivalents:
Cash	$	12,152	$	7,016
Cash equivalents:
Commercial paper	116,555		106,024
Certificates of deposit	2,000		5,000
Money market funds	40,988		51,515
Corporate debt securities	2,999		—
Foreign government securities	2,772		—
Total cash and cash equivalents	177,466		169,555
Marketable securities:
Certificates of deposit	33,878		52,568
Commercial paper	101,033		81,272
Corporate debt securities	186,441		206,910
US agency securities	44,962		27,332
US Treasury securities	40,328		50,421
Variable-rate demand notes	410		470
Asset and mortgage-backed securities	19,714		13,087
Municipal bonds	19,318		17,184
Current marketable debt securities	446,084		449,244
Total cash, cash equivalents, and marketable securities	$	623,550	$	618,799

Marketable Securities

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

Contractual Maturity Date

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

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Due within 1 year	$	316,693	$	402,164
Due within 1 year through 5 years	128,981		46,610
Due within 5 years through 10 years	—		—
Due after 10 years	410		470
Total	$	446,084	$	449,244

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:

11

	As of October 31, 2012
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificates of deposit	$	33,873	$	5	$	—		$	33,878
Commercial paper	100,955		83		(5		)	101,033
Corporate debt securities	186,344		136		(39		)	186,441
US agency securities	44,951		12		(1		)	44,962
US Treasury securities	40,331		1		(4		)	40,328
Variable-rate demand notes	410		—		—			410
Asset and mortgage-backed securities	19,696		18		—			19,714
Municipal bonds	19,306		12		—			19,318
Total	$	445,866	$	267	$	(49	)	$	446,084
	As of January 31, 2012
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificates of deposit	$	52,625	$	—	$	(57	)	$	52,568
Commercial paper	81,298		13		(39		)	81,272
Corporate debt securities	206,849		159		(98		)	206,910
US agency securities	27,330		3		(1		)	27,332
US Treasury securities	50,360		61		—			50,421
Variable-rate demand notes	470		—		—			470
Asset-backed securities	13,071		16		—			13,087
Municipal bonds	17,186		9		(11		)	17,184
Total	$	449,189	$	261	$	(206	)	$	449,244

None of these investments were in a loss position for greater than twelve months as of October 31, 2012 and January 31, 2012.

4. FAIR VALUE

Inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect TiVo's market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires TiVo to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. TiVo recognizes transfers between levels of the hierarchy based on the fair values of the respective financial instruments at the end of the reporting period in which the transfer occurred.

12

Cash equivalents and available-for-sale marketable securities (including auction rate securities and asset and mortgage-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 carry value, unless the holder agrees to a lesser amount which include our convertible debt. The fair values of TiVo's convertible debt are influenced by interest rates, TiVo's stock price and stock price volatility and are determined by Level 2 inputs, including prices for the convertible debt observed in market trading. The carrying value of these financial liabilities at October 31, 2012 and January 31, 2012 was $172.5 million and the fair value was $211.0 million and $207.3 million, based on the bond's quoted market price as of October 31, 2012 and January 31, 2012, respectively. These bonds are considered Level 2 instruments.

On a quarterly basis, TiVo measures at fair value certain financial assets. The fair value of those financial assets was determined using the following levels of inputs as of October 31, 2012 and January 31, 2012:

13

	As of October 31, 2012
	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	$	116,555	$	—	$	116,555	$	—
Certificates of deposit	2,000		2,000		—		—
Money market funds	40,988		40,988		—		—
Corporate debt securities	2,999		—		2,999		—
Foreign government securities	2,772		—		2,772		—
Short-term investments:
Certificates of deposit	33,878		33,878		—		—
Commercial paper	101,033		—		101,033		—
Corporate debt securities	186,441		—		186,441		—
US agency securities	44,962		—		44,962		—
US Treasury securities	40,328		40,328		—		—
Variable-rate demand notes	410		—		410		—
Asset and mortgage-backed securities	19,714		—		19,714		—
Municipal bonds	19,318		—		19,318		—
Total	$	611,398	$	117,194	$	494,204	$	—
	As of January 31, 2012
	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	$	106,024	$	—	$	106,024	$	—
Certificates of deposit	5,000		5,000		—		—
Money market funds	51,515		51,515		—		—
Short-term investments:
Certificates of deposit	52,568		52,568		—		—
Commercial paper	81,272		—		81,272		—
Corporate debt securities	206,910		—		206,910		—
US agency securities	27,332		—		27,332		—
US Treasury securities	50,421		50,421		—		—
Variable-rate demand notes	470		—		470		—
Asset-backed securities	13,087		—		13,087		—
Municipal bonds	17,184		—		17,184		—
Total	$	611,783	$	159,504	$	452,279	$	—

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Level 1 Measurements

TiVo's cash equivalents held in money market funds, TiVo's available-for-sale securities and the trading securities are measured at fair value using Level 1 inputs.

Level 2 Measurements

The Company uses inputs such as broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. The Company is ultimately responsible for the financial statements and underlying estimates.

Level 3 Measurements

As of October 31, 2012, TiVo had no Level 3 instruments.

The Company did not have any transfers between Level 1, Level 2, and Level 3 fair value measurements during the periods presented as there were no changes in the composition of Level 1, 2, or 3 securities.

5. INVENTORY

Inventory was as follows:

	As of
	October 31, 2012	January 31, 2012
	(in thousands)
Raw Materials	$4,592	$4,660
Finished Goods	12,788	14,265
Total Inventory	$17,380	$18,925

6. 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. 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 October 31, 2012 and January 31, 2012, the accrued warranty reserve was $246,000 and $194,000, 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 October 31, 2012, the extended warranty deferred revenue and cost was $879,000 and $270,000, respectively. As of January 31, 2012, the extended warranty deferred revenue and cost was $913,000 and $280,000, 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 and the Company provides indemnification for its directors and officers in accordance with Delaware law. 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

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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 August 26, 2009, TiVo filed a complaint against 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 complaint sought, 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 February 24, 2010, Verizon answered TiVo's August 26, 2009 complaint and Verizon asserted counterclaims. The counterclaims sought 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. Patent Nos.: 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"); and 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 sought, among other things, damages and a permanent injunction.

On September 21, 2012, TiVo and Verizon entered into a Settlement and Patent License Agreement (the “Agreement”) to settle and dismiss with prejudice all outstanding litigation between. See Note 10: Verizon Communications Inc. for a complete description of the terms of the settlement and Agreement between Verizon and TiVo.

On February 25, 2011, Motorola Mobility, Inc. and General Instrument Corporation, a subsidiary of Motorola, filed a complaint against TiVo 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 the Company asserted against Verizon in its August 26, 2009 complaint. Additionally, Motorola alleged infringement of U.S. Patent Nos. : 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, the Company served its answer to the complaint and counterclaimed, seeking a declaration that it does not infringe and the patents are invalid. On April 20, 2011, Motorola answered TiVo's counterclaims. On March 26, 2012, TiVo filed an answer to Motorola's complaint and counterclaims alleging

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that Motorola and Time Warner Cable infringe U.S. Patent Nos. 6,233,389, 7,529,465, and 6,792,195. On April 12, 2012, Motorola filed a motion to dismiss and strike certain of TiVo's counterclaims. On April 30, 2012, Motorola filed additional causes of action claiming that Motorola co-invented and jointly owns the '389 patent. On May 17, 2012, TiVo filed a motion to dismiss and strike certain of Motorola's claims. On May 17, 2012, Time Warner Cable filed a motion to dismiss TiVo's claims against it for failure to state a claim. On June 20, 2012, Time Warner Cable moved to sever and stay TiVo's claims against it. On June 27, 2012, the Court issued a schedule with a pre-trial conference set for April 17, 2013, and jury selection set for May 6, 2013. On July 17, 2012, the Court issued a schedule reflecting these same dates. On July 18, 2012, the Court issued an order denying Time Warner Cable's motion to sever and stay TiVo's claims against it with respect to Motorola products sold by Time Warner Cable, and granted Time Warner Cable's motion to sever and stay TiVo's claims against it with respect to Cisco products sold by Time Warner Cable, ordering that Time Warner Cable be added as a party to the TiVo v. Cisco action, discussed below. On November 2, 2012, TiVo filed a motion for Rule 11 sanctions against Motorola regarding certain aspects of Motorola's April 30, 2012 amended answer and counterclaims. A claim construction hearing was held on November 27, 2012. The Company expects to incur material expenses in connection with this lawsuit, and in the event it were to lose, it could be forced to pay damages for infringement, to license technology from Motorola, and it could be subject to an injunction preventing it from infringing Motorola's technology or otherwise affecting its business, and in any such case, the Company's business would be harmed. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's, or FASB, ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On May 30, 2012, Cisco Systems, Inc. filed a complaint against TiVo in the United States District Court for the Northern District of California seeking a declaratory judgment of non-infringement and invalidity of U.S. Patent Nos. 6,233,389, 7,529,465, 7,493,015, and 6,792,195, and injunctive relief. On August 10, 2012, the Court ordered this action transferred to the United States District Court for the Eastern District of Texas. 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. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On June 4, 2012, TiVo filed a complaint against Cisco Systems, Inc. in the United States District Court for the Eastern District of Texas for infringement of U.S. Patent Nos. 6,233,389, 7,529,465, 7,493,015, and 6,792,195. The complaint seeks, among other things, damages for past infringement and a permanent injunction. On June 21, 2012, Cisco moved to dismiss, stay, and/or transfer this action to the Cisco v. TiVo action, discussed above. On June 29, 2012, Cisco answered TiVo's complaint. On July 17, 2012, the Court scheduled a status conference for August 29, 2012. On July 18, 2012, the Court issued an order in the Motorola v. TiVo action, discussed above, in connection with Time Warner Cable's motion to sever and stay TiVo's claims against it, that Time Warner Cable be added as a party to this action. On August 13, 2012, the Court denied Cisco's motion to dismiss, stay, and/or transfer this action to the Cisco v. TiVo action. On September 19, 2012, TiVo filed a motion to consolidate this action with the Motorola v. TiVo action, discussed above, for pretrial purposes. On October 22, 2012, the Court issued an order denying TiVo's motion to consolidate. On October 23, 2012, the Court issued a Docket Control Order with a Markman hearing set for July 31, 2013, a pre-trial conference set for February 18, 2014, and jury selection set for March 3, 2014. 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. The Company has determined a potential loss is reasonably possible as it is defined by the FASB's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On October 6, 2011, Digital CBT filed a complaint against TiVo in the District of Delaware (“First Action”) alleging infringement of U.S. Patent No. 5,805,173 ("System and Method for Capturing and Transferring Selected Portions of a Video Stream in a Computer System"). Digital CBT sought an injunction and unspecified damages. On March 22, 2012, Digital CBT dismissed the Delaware complaint and filed a substantially identical complaint in the Central District of California (“Second Action”). On July 18, 2012, Digital CBT informed the Company of a potential standing issue with the March 22, 2012 complaint because it appeared that Digital CBT did not have the necessary rights to assert infringement of the '173 patent against the Company. On July 24, 2012, the Company filed a complaint against Digital CBT in the Northern District of California (“Third Action”) requesting declaratory judgment that U.S. Patent No. 5,805,173 ("System and Method for Capturing and Transferring Selected Portions of a Video

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Stream in a Computer System") is invalid and not infringed. On July 26, 2012, Digital CBT claimed to have corrected its standing problem and filed a complaint against TiVo (“Fourth Action”), substantially identical to its March 22, 2012 complaint against the Company, in the Central District of California. On July 30, 2012, Digital CBT filed a motion to dismiss its own Second Action, which TiVo did not oppose, and on August 29, 2012 the Court dismissed the Second Action. On September 17, 2012, Digital CBT filed a motion to dismiss or alternatively to transfer the Third Action to the Central District of California. On October 29, 2012 the Court transferred the Third Action to the Central District of California, where the Fourth Action is pending and where Digital CBT has a case involving the same patent pending against AT&T. On October 31, 2012 TiVo filed its answer and counterclaims in the Fourth Action. The Company may incur material expenses in connection with these litigations and in the event there is an adverse outcome, the Company's business could be harmed. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

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 October 31, 2012, the Company has not accrued any pre-judgment 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 has accrued $3.2 million for a recent arbitration award related to a contractual dispute. The Company expenses legal costs as they are incurred.

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 net income (loss) per common 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. 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:

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	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
	(income/(loss) in thousands)
Numerator:
Net income (loss)	$	59,027	$	(24,498	)	$	10,512	$	94,976
Interest on dilutive notes	1,965		—			—		5,013
Net income (loss) for purpose of computing net income (loss) per diluted share	60,992		(24,498		)	10,512		99,989
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock	119,363,613		117,232,354			119,149,010		116,208,111
Weighted average effect of dilutive securities:
Stock options and restricted stock	3,762,125		—			4,204,433		4,052,426
Convertible senior notes	15,462,193		—			—		15,462,193
Denominator for diluted net income (loss) per common share	138,587,931		117,232,354			123,353,443		135,722,730
Basic net income (loss) per common share	$	0.49	$	(0.21	)	$	0.09	$	0.82
Diluted net income (loss) per common share	$	0.44	$	(0.21	)	$	0.09	$	0.74

The weighted average number of shares outstanding used in the computation of basic and diluted net income (loss) per share in the three and nine months ended October 31, 2012 and 2011 per share do not include the effect of the following potentially outstanding common shares because the effect would have been anti-dilutive:

	Three Months Ended October 31,		Nine Months Ended October 31,
	2012	2011	2012	2011
Unvested restricted stock	2,258,460	5,616,747	1,839,690	1,164,955
Options to purchase common stock	1,689,019	11,424,061	1,676,379	4,473,850
Potential shares to be issued from ESPP	—	188,849	—	—
Convertible senior notes	—	15,462,193	15,462,193	—
Total	3,947,479	32,691,850	18,978,262	5,638,805

8. STOCK-BASED COMPENSATION

Total stock-based compensation for the three and nine months ended October 31, 2012 and 2011, respectively is as follows:

	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
	(In thousands)
Cost of service revenues	$	357	$	209		$	919	$	610
Cost of technology revenues	563		674			1,181		1,363
Research and development	3,062		2,709			9,790		7,895
Sales and marketing	1,187		1,052			2,971		3,022
General and administrative	3,849		2,776			10,302		9,089
Change in deferred cost of technology revenues	8		(81		)	298		510
Total stock-based compensation	$	9,026	$	7,339		$	25,461	$	22,489

9. ACQUISITIONS

On July 18, 2012, the Company completed its acquisition of TRA Global, Inc. (“TRA”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated July 10, 2012 for the cash amount of $18.8 million.  TRA is a privately-held, media and marketing research company headquartered in New York, New York and TiVo acquired 100% voting interest in the Company. The acquisition of TRA supports the Company's mission to be a

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leader in audience research measurement solutions. TRA's results of operations and the estimated fair value of assets acquired and liabilities assumed were included in the Company's unaudited consolidated financial statements beginning July 18, 2012. On October 24, 2012, the Company completed another business acquisition for $5.3 million in cash.

 During the quarter ended October 31, 2012 the Company recorded incremental goodwill of $2.1 million of which $1.7 million resulting from contingent legal expenses for TRA that were incurred prior to the acquisition date, with the remaining amount associated with the acquisition that occurred during the quarter ended October 31, 2012. Total acquisition costs, which were expensed as incurred, were approximately $28,000 and $661,000 for the three and nine months ended October 31, 2012.

The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective preliminary fair values on the acquisition date. The Company's allocation of the total purchase price for these two acquisitions is as follows (in thousands):

Description	Value
Cash	$	1,185
Accounts receivable and other assets	1,638
Liabilities	(5,930		)
Identifiable intangibles	14,840
Goodwill	12,281
Total	$	24,014

The following table presents details of the intangible assets acquired through these business combinations (in thousands, except years):

Description	Asset Life in Years	Fair Value
Software Technology	5	$11,710
Customer relationships	2-7	$2,930
Trade name	3	$200
Total identifiable intangible assets		$14,840

The Company does not believe there is any significant residual value associated with these intangible assets. The Company amortizes the intangible assets straight-line over their estimated useful lives. The Company's management determined the fair values of the intangible assets with the assistance of a valuation firm. The estimation of the fair value of the intangible assets required the use of valuation techniques and entailed consideration of all the relevant factors that might affect the fair value, such as present value factors, estimates of future revenues and costs.

Goodwill

The goodwill amount of $12.3 million represents the excess of the purchase price over the fair value of the identified net tangible and intangible assets. The goodwill recognized in these acquisitions was derived from expected benefits from future technology, cost synergies and knowledgeable and experienced workforce who joined the Company after these acquisitions. Goodwill will not be amortized, but will be tested instead for impairment annually in the fourth quarter of each fiscal year or more frequently if certain indicators of impairment are present. The majority of goodwill is not expected to be tax deductible for income tax purposes.

10. VERIZON COMMUNICATIONS, INC.

On September 21, 2012, TiVo Inc. entered into a Settlement and Patent License Agreement with Verizon Communications, Inc. ("VZ"). Under the terms of the Agreement, VZ has agreed to pay TiVo a minimum amount of $250.4 million plus incremental monthly fees per DVR subscriber if VZ's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million was paid to TiVo on September 28, 2012 with the remaining $150.4 million due to TiVo 30 days after the end of each calendar quarter in the amount of

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$6.0 million through the calendar quarter ending September 30, 2018. Any incremental additional per subscriber fees are due to TiVo on the same schedule. The Agreement expires on July 31, 2018.

TiVo and VZ agreed to dismiss all pending litigation between the companies with prejudice. TiVo granted VZ a limited license under its advanced television patents, including the patents that TiVo had asserted against VZ (U.S. Patent Nos. 6,233,389, 7,493,015, and 7,529,465), to make, have made, use, sell, offer to sell, and import advanced television technology in connection with VZ multichannel video programming services subject to certain limitations and exclusions. VZ granted TiVo a limited license under its advanced television patents, including the patents that VZ had asserted against TiVo (U.S. Patent Nos. 5,410,344, 5,635,979, 5,973,684, 6,367,078, 7,561,214 and 6,381,748), to make, have made, use, sell, offer to sell and import advanced television technology in connection with TiVo products and services, including products and services provided to other multichannel video programming service providers, subject to certain limitations and exclusions. TiVo may terminate the rights and licenses granted to VZ pursuant to the Agreement under certain circumstances, including but not limited to if VZ has failed to make timely payment.

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 from September 21, 2012 until July 31, 2018, (ii) an interest income component related to the past infringement, and (iii) the settlement of all outstanding litigation and claims between TiVo and VZ. The proceeds of the agreement were allocated amongst the principal elements of the transaction based on relative fair values of each element.

TiVo 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 of the technology, 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 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 $250.4 million was allocated on a relative fair value basis as $78.4 million to the past infringement and litigation settlement element, $568,000 to interest income related to past infringement and $171.4 million to the future base license royalties element. The future base license royalties element does not include any incremental monthly fees per DVR subscriber payable if the VZ subscriber base exceeds certain pre-determined levels. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the quarter ended October 31, 2012. The amount related to interest income was recorded under “Interest income” in the quarter ended October 31, 2012. $171.4 million of future license royalties will be recorded as Technology revenues over the term of the agreement through July 31, 2018 using a pattern reflective of an increasing number of subscribers covered by the minimum fixed license payments. Any incremental monthly fees per DVR subscriber payable if the VZ's subscriber base exceeds certain pre-determined levels will be recognized as Technology revenues when reported to TiVo by VZ. As part of the Agreement, Verizon may earn a credit of up to $29.4 million if Verizon agrees to pursue a specified commercial services arrangement with TiVo prior to December 21, 2012, which may reduce up to twenty-two of the quarterly cash payments to $4.7 million. In addition to the $250.4 million in compensation, TiVo will also receive incremental monthly fees at a higher rate than the rate implied by the guaranteed fees per Verizon DVR subscriber if the growth of Verizon's DVR subscriber base exceeds certain pre-determined levels. Any incremental additional per subscriber fees are due to TiVo 30 days after the end of each calendar quarter in which they are earned.

While Verizon cash payments from the base license royalties elements under the agreement will be $6.0 million at the end of each calendar quarter through the calendar quarter ending September 30, 2018, revenues have been or are expected to be recognized as follows:

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Fiscal Year Ending January 31,	Technology Revenues
	(in thousands)
2013	$8,163
2014	25,163
2015	27,778
2016	29,700
2017	31,266
2018	32,549
2019	16,772
Total	$171,391

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 23, 2012, 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 23, 2012 before deciding to purchase, sell or hold our common stock.

Company Overview

We are a leading provider of software, technology, in-home, and outside-of-the-home cloud-based video solutions, which are included in such products as DVRs, non-DVR set-top boxes (STBs) and other consumer electronic applications and devices, such as the tablet. The TiVo service redefines home entertainment by providing consumers with an easy intuitive way to record, watch, and control television. We offer features such as Season Pass^® recordings, integrated search (including content from both traditional linear television, cable VOD, and broadband sources in one user interface), WishList^® searches, access to cable VOD, the ability to transfer content amongst our DVRs and non-DVR STBs and to other consumer electronics devices, access to broadband video content, TiVo Online/Mobile Scheduling and applications on third-party devices such as tablet computers and smartphones (such as iPads, iPhones, and Android phones and tablets). As of October 31, 2012, there were approximately 2.9 million subscriptions to the TiVo service through our TiVo-Owned and MSO businesses. In our TiVo-Owned business, we distribute the TiVo DVR through consumer electronics retailers and through our on-line store at TiVo.com. Additionally, in our MSO business, we generate service and/or hardware revenues by providing the TiVo service on MSO provisioned DVRs and non-DVR STBs through agreements with leading satellite and cable television service providers and broadcasters. We also generate technology revenues through engineering professional services in connection with the development and deployment of the TiVo service to our MSO customers.

Additionally, we generate advertising and audience research and measurement revenues by providing innovative advertising and audience measurement solutions for the television industry. We recently acquired a data analytics company, TRA Global, Inc. on July 18, 2012, which we have renamed TiVo Research and Analytics, Inc. (or TRA). We believe this acquisition is strategic for our data analytics business, establishes new revenue enhancing opportunities, and bolsters our ability to provide unique insights to an industry increasingly seeking alternative ways to measure audience behavior.

We have and continue to engage in significant intellectual property litigation with certain television service and technology providers in the United States to protect our technology from infringement. To date, we have received cash and future payment commitments totaling over $1 billion from intellectual property litigation, including a lawsuit we settled with Verizon Communications, Inc. for at least $250.4 million, during the quarter ended October 31, 2012. We have recorded the portion that related to past infringement as litigation proceeds in the quarter in which the settlements occurred, and the amounts related to future use are recognized by us as technology revenues from the licensing of our technology over the remaining term of the license. We currently have additional intellectual property litigation pending against Motorola, Cisco, and Time Warner Cable.

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Executive Overview

Fiscal year 2013

In the remainder of the fiscal year ending January 31, 2013, we plan to continue to focus on our efforts to build leading advanced television products, enter into new distribution relationships, engage in development work for existing distribution customers, and continue deployment activities for our existing distribution customers. Additionally, we have been and plan to continue to actively protect our intellectual property. We will continue 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 internationally. Our installed base of MSO subscriptions had strong growth in the quarter ended October 31, 2012. We expect this new trend of growth in our MSO subscription base to continue through rest of fiscal year 2013 and into next year with the continued contributions from current deployments and the expected future deployment of additional distribution deals. However, this growth in our installed base of MSO subscriptions will likely be slightly offset by further declines in our TiVo-Owned subscription base.

•We believe that our 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 expect our annual research and development spending in fiscal year 2014 to continue to be significant but to be at lower levels than compared to the fiscal year ended January 31, 2013 as we continue to launch and pursue new technological and product developments such as the continued development of whole-home and multi-screen offerings which include non-DVR STBs and software solutions that extend the TiVo experience to personal computers, tablets, and mobile devices, increasing our operational 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 to continue to incur significant litigation expenses for our ongoing patent infringement lawsuits, which include litigation with Motorola, Cisco, and Time Warner Cable.

•We expect to continue our development efforts under our existing MSO deployment agreements. As part of these arrangements, we typically receive some payments upfront and a portion over time that is a recoupment of costs to develop. As such, to the extent that our development costs exceed upfront development fees from such arrangements, but such development costs are recoverable through future guaranteed service fees from these MSOs, we will defer such development costs and start expensing them in our Statement of Operations later upon deployment with the MSO. As of October 31, 2012, we have deferred costs of approximately $30.2 million related to development work, largely related to Virgin, ONO, and Charter. However, despite the deferral of these development costs, we do incur cash outflows associated with these development efforts resulting in potentially higher cash usage in the near term. Also for international MSOs, when related revenues from service fees are received, they are first recognized as technology revenues until the previously deferred costs of development of such arrangements are expensed. This recognition of such associated service fees as technology revenues also negatively impacts the average revenue per subscription ("ARPU") for MSOs' metric until such service fees are later recognized as service revenues, as further discussed below under Key Business Metrics. As a result, we face the risk of unexpected losses if we were forced to recognize these deferred costs early if we don't successfully complete the developments and deployments with the MSO partners or these partners default on future guaranteed service fees or are otherwise able to terminate their contracts with us.

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 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 MSO lines refer to subscriptions sold to consumers by MSOs such as DIRECTV, Virgin Media, Cableuropa S.A.U. (“ONO”), RCN, Grande, and Suddenlink, among others, and for which TiVo

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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 as opposed to a one-time prepaid product lifetime fee.

	Three Months Ended
(Subscriptions in thousands)	Oct 31 2012		Jul 31 2012		Apr 30 2012		Jan 31 2012		Oct 31 2011		Jul 31 2011		Apr 30 2011		Jan 31 2011
TiVo-Owned Subscription Gross Additions:	30		28		24		32		30		25		27		60
Subscription Net Additions/(Losses):
TiVo-Owned	(15	)	(23	)	(29	)	(26	)	(30	)	(43	)	(58	)	(55	)
MSOs	240		253		235		260		147		10		(30	)	(168	)
Total Subscription Net Additions/(Losses)	225		230		206		234		117		(33	)	(88	)	(223	)
Cumulative Subscriptions:
TiVo-Owned	1,042		1,057		1,080		1,109		1,135		1,165		1,208		1,266
MSOs	1,898		1,658		1,405		1,170		910		763		753		783
Total Cumulative Subscriptions	2,940		2,715		2,485		2,279		2,045		1,928		1,961		2,049
Fully Amortized Active Lifetime Subscriptions	208		221		238		253		270		286		307		310
% of TiVo-Owned Cumulative Subscriptions paying recurring fees	54	%	54	%	55	%	55	%	56	%	57	%	57	%	56	%

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. Prior to November 1, 2011 we amortized all product lifetime subscriptions over a 60 month period. Effective November 1, 2011, we have extended the period we use to recognize product lifetime subscription revenues from 60 months to 66 months for product lifetime subscriptions where we have not recognized all of the related deferred revenue as of the reassessment date. 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 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. Our MSOs subscription data is based in part on reporting from our third-party MSO partners.

TiVo-Owned subscriptions declined by 15,000 subscriptions during the three months ended October 31, 2012, as compared to a decrease of 30,000 in the same prior year period. This improvement was primarily driven by decreased churn. TiVo-Owned installed subscription base decreased to approximately 1.0 million subscriptions as of October 31, 2012 as compared to approximately 1.1 millionas of October 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. Despite our efforts to improve TiVo-Owned net additions, we expect current trends will likely continue and that we will experience further declines in our TiVo-Owned subscription base in fiscal year 2013.

Our MSO installed subscription base increased by 240,000 subscriptions to approximately 1.9 million subscriptions as of October 31, 2012. The increase in subscriptions is due to subscription growth from partners such as Virgin Media, RCN, Suddenlink, ONO, Grande, and others. We expect this growth to continue.

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 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.

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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)	Oct 31, 2012		Jul 31, 2012		Apr 30, 2012		Jan 31, 2012		Oct 31, 2011		Jul 31, 2011		Apr 30, 2011		Jan 31, 2011
Average TiVo-Owned subscriptions	1,050		1,068		1,095		1,122		1,149		1,188		1,238		1,296
TiVo-Owned subscription cancellations	(45	)	(51	)	(53	)	(58	)	(60	)	(68	)	(85	)	(115	)
TiVo-Owned Churn Rate per month	(1.4	)%	(1.6	)%	(1.6	)%	(1.7	)%	(1.7	)%	(1.9	)%	(2.3	)%	(3.0	)%

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 (1.4)% and (1.7)% for the quarters ended October 31, 2012 and 2011, respectively.

We expect churn to be lower on a percentage basis and on an absolute basis in the fiscal year ending January 31, 2013 as compared to the fiscal year ended January 31, 2012 as a result of a decrease in inactive product lifetime subscriptions and as high definition subscriptions, which tend to have a lower churn rate than standard definition subscriptions, become a larger portion of our base.

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' 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’ 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.

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	Three Months Ended
	Oct 31, 2012			Jul 31, 2012			Apr 30, 2012			Jan 31, 2012			Oct 31, 2011			Jul 31, 2011			Apr 30, 2011			Jan 31, 2011
	(In thousands, except SAC)
Subscription Acquisition Costs
Sales and marketing, subscription acquisition costs	$	1,560		$	2,372		$	1,257		$	1,320		$	2,398		$	2,441		$	1,233		$	2,214
Hardware revenues	(21,072		)	(11,129		)	(13,261		)	(16,428		)	(12,970		)	(11,580		)	(6,915		)	(14,436		)
Less: MSOs'-related hardware revenues	13,051			6,696			9,268			11,641			8,998			8,079			2,765			4,431
Cost of hardware revenues	23,434			14,431			18,471			20,368			16,817			13,401			8,853			24,702
Less: MSOs'-related cost of hardware revenues	(11,841		)	(5,399		)	(10,159		)	(9,412		)	(6,351		)	(6,019		)	(1,795		)	(3,298		)
Total Acquisition Costs	5,132			6,971			5,576			7,489			8,892			6,322			4,141			13,613
TiVo-Owned Subscription Gross Additions	30			28			24			32			30			25			27			60
Subscription Acquisition Costs (SAC)	$	171		$	249		$	232		$	234		$	296		$	253		$	153		$	227

	Twelve Months Ended
	Oct 31, 2012			Jul 31, 2012			Apr 30, 2012			Jan 31, 2012			Oct 31, 2011			Jul 31, 2011			Apr 30, 2011			Jan 31, 2011
	(In thousands, except SAC)
Subscription Acquisition Costs
Sales and marketing, subscription acquisition costs	$	6,509		$	7,347		$	7,416		$	7,392		$	8,286		$	7,286		$	6,211		$	8,169
Hardware revenues	(61,890		)	(53,788		)	(54,239		)	(47,893		)	(45,901		)	(42,463		)	(40,364		)	(51,618		)
Less: MSOs'-related hardware revenues	40,656			36,603			37,986			31,483			24,273			18,691			12,213			14,885
Cost of hardware revenues	76,704			70,087			69,057			59,439			63,773			60,522			58,667			69,033
Less: MSOs'-related cost of hardware revenues	(36,811		)	(31,321		)	(31,941		)	(23,577		)	(17,463		)	(13,730		)	(8,933		)	(11,296		)
Total Acquisition Costs	25,168			28,928			28,279			26,844			32,968			30,306			27,794			29,173
TiVo-Owned Subscription Gross Additions	114			114			111			114			142			147			154			160
Subscription Acquisition Costs (SAC)	$	221		$	254		$	255		$	235		$	232		$	206		$	180		$	182

As a result of the seasonal nature of our subscription growth in the past, total acquisition costs have varied 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 October 31, 2012, our total acquisition costs were $5.1 million, a decrease of $3.8 million, as compared to the same prior year period primarily due to lower hardware margin loss which was largely driven by lower per unit hardware loss as a higher percentage of consumers purchased higher end units which have lower or no hardware subsidy. Additionally, we decreased our sales and marketing subscription acquisition spending by $838,000 during the quarter ended October 31, 2012 as compared to the same prior year period. This decrease in total acquisition costs for the quarter resulted in a decrease in SAC of $125 for the three months ended October 31, 2012 as compared to the same prior year period.

During the twelve months ended October 31, 2012 our total acquisition costs were $25.2 million, a decrease of $7.8 million compared to the same prior year period. TiVo's sales and marketing, subscription acquisition costs decreased by $1.8 million, as compared to the same prior year period due to lower incentives for our retailers and less aggressive upfront pricing on TiVo boxes to consumers, which was combined with $6.0 million lower hardware gross margin loss as a higher percentage of consumers purchased higher end units which have lower or no hardware subsidy. The decrease in SAC of $11 for the twelve months ended October 31, 2012 as compared to the same prior year period was largely a result of a decrease in total acquisition costs during the period offset by a lower number of TiVo-Owned subscription gross additions.

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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 TiVo to generate revenues from its subscription base through 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 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. The inclusion of advertising and audience research measurement revenues in our service revenues has the effect of increasing ARPU above the amounts that are directly attributable to subscription fees received. As such, future revenue estimates based on estimates of future subscription numbers and current ARPU numbers may not be accurate. For example, with the acquisition of TRA in July 2012, expected future growth in our audience research measurement revenues from the acquisition of TRA will have the effect of further increasing this effect on the TiVo-Owned ARPU per month, where all TRA related revenues are reflected. The inclusion of product lifetime subscriptions that have both reached the end of the revenue recognition period and whose DVRs have contacted the TiVo service within the prior six months has the effect of decreasing ARPU as these fully-amortized, active subscriptions no longer generate service revenues yet are included in the denominator of the TiVo-Owned ARPU calculation.

Furthermore, ARPU for our MSOs may not be directly comparable to the service fees we receive from these partners on a per subscription basis as the fees that our MSOs 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. Additionally, our MSO ARPU per month is impacted by the fact that certain of our deployment agreements may include provisions that affect the aggregate services fees paid to us. For example, an agreement that includes contractual minimums may result in a higher than expected MSOs ARPU if such fixed minimum fee is spread over a small number of subscriptions. Additionally, ARPU for our MSO subscriptions may not be reflective of revenues received by TiVo as in certain cases the cost of development for such MSO customer may be deferred on our condensed consolidated balance sheet until later when related revenues from service fees are received and are first recognized as Technology revenues by us until the previously deferred costs of development are fully expensed. This recognition of service fees as Technology revenues will have the effect of lowering ARPU for certain of our MSO subscriptions until such costs of development are fully expensed even though such MSO subscriptions are included in the denominator of the MSO ARPU calculation.

We calculate ARPU per month for TiVo-Owned subscriptions by subtracting MSOs'-related service revenues (which includes MSOs’ subscription service revenues and MSOs’-related advertising and audience research measurement 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	Oct 31, 2012			Jul 31, 2012			Apr 30, 2012			Jan 31, 2012			Oct 31, 2011			Jul 31, 2011			Apr 30, 2011			Jan 31, 2011
	(In thousands, except ARPU)
Total Service revenues	35,228			32,302			30,621			31,578			32,413			34,016			33,334			34,453
Less: MSOs’-related service revenues	(7,526		)	(5,326		)	(3,929		)	(4,472		)	(4,087		)	(4,371		)	(3,962		)	(4,294		)
TiVo-Owned-related service revenues	27,702			26,976			26,692			27,106			28,326			29,645			29,372			30,159
Average TiVo-Owned revenues per month	9,234			8,992			8,897			9,035			9,442			9,882			9,791			10,053
Average TiVo-Owned subscriptions per month	1,050			1,068			1,095			1,122			1,149			1,188			1,238			1,296
TiVo-Owned ARPU per month	$	8.79		$	8.42		$	8.13		$	8.05		$	8.22		$	8.31		$	7.91		$	7.76

The increase in TiVo-Owned ARPU per month for the three months ended October 31, 2012 as compared to the same prior year period was due primarily to an increase in our audience research measurement revenues associated with our acquisition of TRA and to a lesser extent the greater amount of our TiVo-Owned subscription base paying higher subscription fees as a result of the higher monthly subscription pricing that we initiated during the fourth quarter of the fiscal year ended January 31, 2011 which ended in the first quarter of fiscal year 2013.

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

	Three Months Ended
MSOs’ Average Revenue per Subscription	Oct 31, 2012			Jul 31, 2012			Apr 30, 2012			Jan 31, 2012			Oct 31, 2011			Jul 31, 2011			Apr 30, 2011			Jan 31, 2011
	(In thousands, except ARPU)
Total Service revenues	35,228			32,302			30,621			31,578			32,413			34,016			33,334			34,453
Less: TiVo-Owned-related service revenues	(27,702		)	(26,976		)	(26,692		)	(27,106		)	(28,326		)	(29,645		)	(29,372		)	(30,159		)
MSOs’-related service revenues	7,526			5,326			3,929			4,472			4,087			4,371			3,962			4,294
Average MSOs’ revenues per month	2,509			1,775			1,310			1,491			1,362			1,457			1,321			1,431
Average MSOs’ subscriptions per month	1,771			1,539			1,283			1,049			828			753			768			905
MSOs’ ARPU per month	$	1.42		$	1.15		$	1.02		$	1.42		$	1.65		$	1.94		$	1.72		$	1.58

The MSOs’ ARPU per month for the quarter ended October 31, 2012 decreased by $0.23 per subscription to $1.42 per subscription, as compared to the same prior year period. This decrease in MSOs' ARPU per month is due to the increased number of average MSO monthly subscriptions combined with the fact that subscription additions from some newly launched deployment agreements, including Virgin, which is a primary driver of our MSO subscription growth, do not necessarily correspond to an increase in service revenues as the cost of development for certain MSO customers has been deferred on our condensed consolidated balance sheet and such MSO service fees are being first recognized as technology revenues until the previously deferred costs of development related to such MSO customers are fully expensed. This recognition of service fees as Technology revenues has the effect of lowering MSO ARPU per month until such costs of development are fully expensed. We expect that our MSO ARPU per month will continue to be negatively impacted by the recovery of these previously incurred development costs in the rest of fiscal year 2013 and next year. Additionally, our MSO ARPU per month is impacted by the fact that DIRECTV's fixed minimum fee commitment (which extends through the term of our agreement with DIRECTV which expires on February 15, 2015, unless extended until February 15, 2018 by DIRECTV) is being spread over a declining DIRECTV subscription base.

Critical Accounting Estimates

In preparing our condensed consolidated financial statements, we make assumptions, judgments and 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. During the nine months ended October 31, 2012 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, 2012.

Results of Operations

Net Revenues.

Our net revenues for the three and nine months ended October 31, 2012 and 2011 as a percentage of total net revenues were as follows:

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	Three Months Ended October 31,										Nine Months Ended October 31,
	2012					2011					2012				2011
	(In thousands, except percentages)
Service revenues	$	35,228		43	%	$	32,413		50	%	$	98,151	46	%	$	99,763		58	%
Technology revenues	$	25,727		31	%	$	19,391		30	%	$	71,439	33	%	$	40,480		24	%
Hardware revenues	$	21,072		26	%	$	12,970		20	%	$	45,462	21	%	$	31,465		18	%
Net revenues	$	82,027		100	%	$	64,774		100	%	$	215,052	100	%	$	171,708		100	%
Change from same prior year period	27		%			27		%					25	%	5		%

Service Revenues. The increase in Service revenues of $2.8 million in the three months ended October 31, 2012, as compared to the same prior year period was largely related to our increase in MSO related service revenues related to the increased subscription base and a Classification of increased DIRECTV minimums in service revenues and and an increase in audience research measurement revenues from our recent acquisition of TRA.

The decrease in service revenues of $1.6 million in nine months ended October 31, 2012 as compared to the same prior year period was due to a lower cumulative TiVo-Owned subscription base combined with the total number of fully-amortized product lifetime subscriptions which no longer generated subscription revenues. Additionally, effective November 1, 2011, we extended the period we use to recognize product lifetime subscription revenues from 60 months to 66 months on a prospective basis for product lifetime subscriptions acquired on or after October 31, 2006, which resulted in lower quarterly revenue for these subscriptions.

Technology Revenues. Technology revenues for the three and nine months ended October 31, 2012 increased by $6.3 million and $31.0 million, respectively, as compared to the same prior year periods primarily due to our agreement with DISH Network, which generates $11.1 million in revenue per quarter, our agreement with AT&T which generates $6.1 million in revenue per quarter, and our agreement with Verizon which generated $2.4 million in revenue for the three months ended October 31, 2012. The three months ended October 31, 2011 did not include any AT&T or Verizon related technology revenues, as the AT&T agreement was signed during the quarter ended January 31, 2012 and the Verizon agreement was signed during the quarter ended October 31, 2012.

The nine months ended October 31, 2012 includes $33.3 million in DISH Network Corporation related technology revenues as compared to $22.2 million for the same prior year period, as the DISH Network Corporation agreement was signed on April 29, 2011. The nine months ended October 31, 2011 did not include any AT&T or Verizon related technology revenues, as the AT&T agreement was signed during the quarter ended January 31, 2012 and the Verizon agreement was signed during the quarter ended October 31, 2012.

Hardware Revenues. Hardware revenues, net of allowance for sales returns and net of revenue share and marketing development fund payments for the three and nine months ended October 31, 2012 increased by $8.1 million and $14.0 million, respectively, as compared to the same prior year period. This increase in net hardware revenues is largely related to increased hardware units sold at a higher average selling price, as compared to the same prior year periods.

Cost of service revenues.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
Cost of service revenues	$	11,238		$	9,265		$	28,488		$	27,154
Change from same prior year period	21		%	(6		)%	5		%	(10		)%
Percentage of service revenues	32		%	29		%	29		%	27		%
Service gross margin	$	23,990		$	23,148		$	69,663		$	72,609
Service gross margin as a percentage of service revenues	68		%	71		%	71		%	73		%

Cost of service revenues consists 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 increased by $2.0 million and $1.3 million for the three and nine months ended October 31, 2012, respectively, as compared to the same prior year periods. This increase in cost of service revenues is largely

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related to the costs associated with our higher audience measurement research revenues following the acquisition of TRA.

Cost of technology revenues.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
Cost of technology revenues	$	5,779		$	7,721		$	15,857		$	18,554
Change from same prior year period	(25		)%	85		%	(15		)%	38		%
Percentage of technology revenues	22		%	40		%	22		%	46		%
Technology gross margin	$	19,948		$	11,670		$	55,582		$	21,926
Technology gross margin as a percentage of technology revenues	78		%	60		%	78		%	54		%

Cost of technology revenues includes costs associated with our development work primarily for DIRECTV, Virgin, Com Hem and our other international and domestic projects. Cost of technology revenues decreased by $1.9 million and $2.7 million for the three and nine months ended October 31, 2012, respectively, as compared to the same prior year periods.

The decrease of $1.9 million in cost of technology revenues in the three months ended October 31, 2012 was related primarily to the number of ongoing technology projects and the recognition of revenues for those projects during quarter.

The decrease of $2.7 million in cost of technology revenues for the nine months ended October 31, 2012 was related primarily to lower development technology revenues that we were able to recognize for development work that we performed during the current period as compared to the same prior year period. Additionally, that the prior year period included $1.5 million of cost of technology revenue that was deemed not recoverable from a customer.

The increase in technology gross margin for the three and nine months ended October 31, 2012 as compared to the same prior year periods was primarily due to the revenue recognized from our DISH, Verizon, and AT&T agreements.

In certain of our distribution deals, such as Virgin, 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.

In accordance with our revenue recognition policies, we have deferred costs of approximately $30.2 million related to development work, largely related to Virgin, ONO, Com Hem, Suddenlink, and Charter, 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 October 31, 2012. In instances where TiVo does not host the TiVo service, 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 instances where TiVo hosts the TiVo service, starting upon deployment, these costs will be amortized to cost of revenues over the longer of the contractual or customer relationship period.

Cost of hardware revenues.

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	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
Cost of hardware revenues	$	23,434		$	16,817		$	56,336		$	39,071
Change from same prior year period	39		%	24		%	44		%	(12		)%
Percentage of hardware revenues	111		%	130		%	124		%	124		%
Hardware gross margin (loss)	$	(2,362	)	$	(3,847	)	$	(10,874	)	$	(7,606	)
Hardware gross margin as a percentage of hardware revenue	(11		)%	(30		)%	(24		)%	(24		)%

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 three and nine months ended October 31, 2012 increased by $6.6 million and $17.3 million as compared to the same prior year periods. These increases for the three and nine months ended October 31, 2012 are largely related to a larger volume of products sold at a higher average selling price per unit to our customers as compared to the same prior year period. Additionally, costs increased due to higher cost of hard drives resulting from manufacturing disruption due to flooding in Thailand in late calendar 2011. We also recorded an inventory write-down charge of $1.5 million and a loss from adverse purchase commitments of $1.2 million in the nine months ended October 31, 2012 due to potential reduction in demand for TiVo-built hardware in light of changes in MSO purchase forecasts and our recent efforts to port the TiVo experience to third-parties' hardware, such as Pace. If our MSO customers choose to reduce or shift their hardware purchases to third-parties' products earlier or faster than currently expected, we may need to record additional write-downs of our component inventory; or, in the event they increase forecasts or purchase less third-parties' products than currently expected, we may need to purchase more inventory from our contract manufacturer.

Hardware gross margin (loss) for the three months ended October 31, 2012 improved by $1.5 million as compared to the same prior year period largely due to more DVR units sold during the quarter at a higher average selling price per unit which had a lower or no hardware subsidy.

Hardware gross margin (loss) for the nine months ended October 31, 2012 increased by $3.3 million, as compared to the same prior year period largely due to higher cost of hard drives and write-down of charges during fiscal 2013. These increased costs were slightly offset by increased volume of products sold to our MSO customers.

Research and development expenses.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
Research and development expenses	$	28,277		$	27,272		$	88,489		$	80,542
Change from same prior year period	4		%	33		%	10		%	38		%
Percentage of net revenues	34		%	42		%	41		%	47		%

Our research and development expenses consist primarily of employee salaries, related expenses, and consulting expenses related to our development of new technologies and products, such as whole home DVR technology and 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.

The increase in research and development expenses of $1.0 million and $7.9 million for the three and nine months ended October 31, 2012, respectively, as compared to the same prior year period was largely related to changing mix between engineering effort on internal projects versus projects that are subject to reclassification from research and development to current of deferred cost of technology revenues, combined with overall decreased headcount, headcount related, and consulting costs.

Sales and marketing expenses.

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	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
Sales and marketing expenses	$	7,958		$	6,753		$	21,425		$	19,995
Change from same prior year period	18		%	10		%	7		%	(3		)%
Percentage of net revenues	10		%	10		%	10		%	12		%

Sales and marketing expenses consist primarily of employee salaries and related expenses. Sales and marketing expenses for the three and nine months ended October 31, 2012 increased by $1.2 million and $1.4 million as compared to the same prior year periods. These increases are largely related to the additional headcount and sales related activities associated with our TRA acquisition.We expect these costs to increase in the remainder of fiscal 2013 as we plan to increase promotion of our TiVo brand through our brand ambassador program with Tim Tebow.

Sales and marketing, subscription acquisition costs.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
Sales and marketing, subscription acquisition costs	$	1,560		$	2,398		$	5,189		$	6,072
Change from same prior year period	(35		)%	72		%	(15		)%	2		%
Percentage of net revenues	2		%	4		%	2		%	4		%

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. Sales and marketing, subscription acquisition expenses for the three and nine months ended October 31, 2012 decreased by $838,000 and $883,000 as compared to the same prior year periods, as we deferred some of our media spending from the three months ended October 31, 2012 into the three months ending January 31, 2013. We expect these costs to increase in the remainder of fiscal 2013 as we plan to increase promotion of our products and services into the holiday season.

General and administrative expenses.

	Three Months Ended October 31,						Nine Months Ended October 31,
	2012			2011			2012			2011
	(In thousands, except percentages)
General and administrative	$	21,772		$	18,032		$	63,367		$	58,310
Change from same prior year period	21		%	12		%	9		%	39		%
Percentage of net revenues	27		%	28		%	29		%	34		%
Litigation Expense (included in total General and Administrative expense above)	$	9,473		$	8,167		$	27,646		$	23,795

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 fees. During the three months ended October 31, 2012, general and administrative expenses increased by$3.7 million, as compared to the same prior year period. This increase was largely related to increased headcount and headcount related costs of approximately $3.7 million, largely related to stock compensation expense for performance shares and payments to employees in connection with our successful conclusion of the Verizon litigation.

During the nine months ended October 31, 2012, general and administrative expenses increased by $5.1 million, as compared to the same prior year period. This increase was largely related to increased headcount and headcount related costs of $2.1 million combined with increased litigation expenses of $3.9 million, of which $3.2 million relates to a one-time accrual of a recent arbitration judgment relating to a contractual dispute combined with increased spending of $1.3 million related to our patent enforcement cases.

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Litigation proceeds. On September 21, 2012, TiVo Inc. entered into a Settlement and Patent License Agreement with Verizon Communications, Inc. ("VZ"). Under the terms of the Agreement, VZ has agreed to pay TiVo a minimum amount of $250.4 million plus incremental monthly fees per DVR subscriber if VZ's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million was paid to TiVo on September 28, 2012 with the remaining $150.4 million due to TiVo 30 days after the end of each calendar quarter in the amount of $6.0 million through the calendar quarter ending September 30, 2018.

The total consideration of $250.4 million was allocated on a relative fair value basis as $78.4 million to the past infringement and litigation settlement element, $568,000 to interest income related to past infringement and $171.4 million to the future base license royalties element. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the three months ended October 31, 2012. The amount related to interest income was recorded under “Interest income” in the three months ended October 31, 2012.

On April 29, 2011, we 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 us $500.0 million, including an initial payment of $300.0 million received by us 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.

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 three months ended April 30, 2011. The amount related to interest income was recorded under “Interest income” in the three months ended April 30, 2011.

Interest income. Interest income for the three andnine months ended October 31, 2012 was $1.4 millionand$3.1 million, respectively. Interest income for the three and nine months ended October 31, 2011 was $759,000 and $4.6 million, respectively. The increase in interest of $624,000 for the quarter ended October 31, 2012 as compared to the same prior year period was related to the Verizon settlement and the interest allocated to the past infringement. The decrease in interest of $1.5 million for the nine month period ended October 31, 2012 compared to the same prior year period was related to the $2.9 million in interest received from the Echostar and DISH settlement during the quarter ended April 30, 2011.

Interest expense and other. Interest expense and other income for the three and nine months ended October 31, 2012 was $2.0 million and $5.9 million, respectively as compared to $2.0 million and $6.6 million for the three and nine months ended October 31, 2011, respectively. The decrease in interest expense for the nine months ended October 31, 2012 as compared to the same prior year period was due to one-time expenses associated with the convertible senior notes in the quarter ended April 30, 2011.

Benefit from (provision for) for income taxes. Income tax provision for the three and nine months ended October 31, 2012 was $(848,000) and $(1.1) million, respectively. Benefit from (provision for) income taxes for the three and nine months ended October 31, 2011 was $242,000 and $$(746,000), respectively. The higher tax provision in the three and nine months ended October 31, 2011, as compared to the same prior year periods was related to state income tax amounts due to the Company's profitability during the quarter ended October 31, 2012.

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, litigation proceeds, and cash flows from operations. Our cash resources are subject, in part, to the amount and timing of cash received from our license agreements, subscriptions, deployment agreements, and hardware customers. As of October 31, 2012, we had $623.6 million of cash, cash equivalents, and short-term investments. We also have $172.5 million in outstanding convertible senior subordinated notes, which are due on March 15, 2016. The notes are unsecured senior obligations of the Company and the Company may not redeem these 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.  

We believe our cash, cash equivalents and short-term investments, provide sufficient resources to fund operations, capital expenditures, future repurchases of TiVo shares in connection with our previously announced share repurchase program, and working capital needs through the next twelve months. 

Statement of Cash Flows Discussion

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The following table summarizes our cash flow activities: 

	Nine Months Ended October 31,
	2012			2011
	(in thousands)
Net cash provided by operating activities	$	52,016		225,782
Net cash used in investing activities	$	(30,507	)	$	(387,685	)
Net cash provided by (used in) financing activities	$	(13,598	)	$	174,623

Net Cash Provided by Operating Activities

During the nine months ended October 31, 2012 our net cash provided by operating activities was $52.0 million as compared to net cash provided by operating activities of$225.8 millionduring the same prior year period. This change of $173.8 million in operating cash flow was largely related to receipt of litigation settlement amounts. We received $300 million in cash upon our settlement with DISH Network Corporation during the nine months ended October 31, 2011 and we received $100.0 million in cash upon our settlement with Verizon Communications, Inc. during the nine months ended October 31, 2012.

Net Cash Used in Investing Activities

The net cash used in investing activities for the nine months ended October 31, 2012 was approximately $30.5 million compared to net cash used in investing activities of $387.7 million for the same prior year period.

The net cash used in investing activities for the nine months ended October 31, 2012 was largely related to TiVo’s business acquisitions for $24.5 million, net of cash acquired, and property and equipment of $4.6 million which is used to support our business.

The net cash used in investing activities for the nine months ended October 31, 2011 was largely related to TiVo’s cash management process and the investment of proceeds from the DISH settlement and the proceeds from convertible debt issued in April 2011 and through the purchase and sales of short-term investments resulting in a net cash usage of $383.3 million . Additionally, during the nine months ended October 31, 2011, we acquired property and equipment of $4.1 million which was used to support our business.

Net Cash Provided by (Used in) Financing Activities

The net cash used in financing activities for the nine months ended October 31, 2012 was approximately $13.6 million as compared to net cash provided by financing activities of $174.6 million for the same prior year period. This decrease in the net cash provided by financing activities is related to our issuance of convertible debt that occurred during the quarter ended April 30, 2011 that provided $166.1 million. There was no such similar transaction during the nine months ended October 31, 2012.

For the nine months ended October 31, 2012 the principal sources of cash generated from financing activities was related to the issuance of common stock upon exercise of stock options which generated $5.8 million and the issuance of common stock related to our employee stock purchase plan of $3.7 million. These amounts were more than offset by the repurchase of $23.1 million in treasury stock acquired during the nine months ended October 31, 2012. Of this $23.1 million, $13.7 million was related to our stock repurchase program with the remaining $9.4 million related to treasury shares acquired from the vesting of restricted stock to satisfy employee tax withholdings on stock-based awards.

For nine months ended October 31, 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 $9.8 million and issuance of common stock related to the employee stock purchase plan of $3.3 million. These amounts were partially offset by the repurchase of $4.6 million in restricted stock to satisfy employee tax withholdings.

Financing Agreements

Share Repurchases. On August 11, 2011, the Company's board of directors authorized a $100 million discretionary share repurchase program, that became effective on August 29, 2011. As of October 31, 2012 we had purchased 1,553,493 shares of common stock under this program at a weighted average price of $8.83 per share for an aggregate purchase price of $13.7 million and the remaining authorized amount for stock repurchases under this program is $86.3 million with a termination date of August 29, 2013.

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Universal Shelf Registration Statement. We have an effective universal shelf registration statement on Form S-3 (No. 333-171031) on file with the SEC 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)
Long-Term Debt Obligations	$	172,500	$	—	$	—	$	172,500	$	—
Interest on Long-Term Debt Obligations	24,054		6,900		13,800		3,354		—
Operating leases	12,665		2,756		6,022		3,887		—
Purchase obligations	21,993		21,993		—		—		—
Total contractual cash obligations	$	231,212	$	31,649	$	19,822	$	179,741	$	—

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.

As discussed earlier in Cost of Hardware revenues, we recorded an inventory write-down charge of $1.5 million and a loss from adverse purchase commitments on $1.2million in the nine months ended October 31, 2012 due to potential reduction in demand for TiVo-built hardware in light of changes in MSO purchase forecasts and our recent efforts to port the TiVo experience to third-parties' hardware, such as Pace. If our MSO customers choose to reduce or shift their hardware purchases to third-parties' products earlier or faster than currently expected, we may need to record additional write-downs of our component inventory; or, in the event they increase forecasts or purchase less third-parties' products than currently expected, we may need to purchase more inventory from our contract manufacturer. We also recorded an inventory write-down charge of $1.5 million and a loss from adverse purchase commitments of $1.2 million in the nine months ended October 31, 2012

As of October 31, 2012, 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 October 31, 2012.

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, investment-grade government and corporate debt,

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and government securities. We maintain our investments with two 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 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 October 31, 2012 (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 October 31, 2012 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 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 6. 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

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Before deciding to purchase, hold or sell our common stock, you should carefully consider the risk factors described in our annual report on Form 10-K for the year ended January 31, 2012 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, 2012, and subsequent reports on Form 8-K and Form 10-Q.

New regulations related to “conflict minerals” may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the SEC adopted new requirements for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements will require companies to diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of semiconductor devices, including our products. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the due diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral free.

We generate a significant amount of revenue from our patent settlement agreements with DISH, AT&T and Verizon which expire in calendar year 2018, and if we are unable to renew or replace these revenues, our business would be harmed.

In fiscal year 2012, we entered into patent settlement agreements with DISH and AT&T and in fiscal year 2013, we entered into a patent settlement agreement with Verizon. DISH, AT&T, and Verizon will pay us recurring revenues until 2018. We generate a significant amount of revenues as a result from these settlement agreements. If we are unable to renew or replace these revenues through similar or other business arrangements, our revenues would decline and our business would be harmed as a result.

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

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities

We have reacquired shares of stock through our share repurchase program and from employees upon the vesting of restricted stock that was granted under our Amended & Restated 1999 Employee Incentive Plan and our Amended & Restated 2008 Equity Incentive Award Plan. The shares that were forfeited by the employees and reacquired by us were to satisfy the employees’ minimum statutory tax withholding which is required on restricted stock once they become vested and those share amounts are included 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 (3)		(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (4)
August 1, through August 31, 2012	17,241	(1)	$	8.89	—		$	100,000,000
September 1, through September 30, 2012	226,684	(2)	$	9.84	—		$	91,777,040
October 1, through October 31, 2012	552,172		$	9.96	552,172	(3)	$	86,279,939

(1) During the month of August 2012 TiVo acquired 17,241 shares at a weighted average price of $8.89 from employees upon the vesting of restricted stock.

(2) During the month of September 2012 TiVo acquired 226,796 shares at a weighted average price of $9.84 from employees upon the vesting of restricted stock.

(3)On August 11, 2011, our board of directors authorized a $100 million discretionary share repurchase program, that became effective on August 29, 2011 and expires on August 29, 2013. As of October 31, 2012, we had purchased 1,553,493 shares of common stock under this program at a weighted average price of $8.83 per share for an

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aggregate purchase price of $13.7 million and the remaining authorized amount for stock repurchases under this program is $86.3 million with a termination date of August 29, 2013.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.1+	Settlement and Patent License Agreement between TiVo Inc. and Verizon Communications Inc., effective September 21, 2012 (filed herewith).
10.2	Fourth Amended and Restated Employment Agreement between Thomas S. Rogers and TiVo Inc., effective September 13, 2012 (filed herewith).
10.3	Third Amended and Restated Change of Control Terms and Conditions between TiVo Inc. and Thomas S. Rogers, effective September 13, 2012 (filed herewith).
10.4	Consulting Agreement between James Barton and TiVo Inc., effective March 16, 2012 (filed herewith).
31.1	Certification of Thomas S. Rogers, President and Chief Executive Officer of TiVo Inc. dated November 30, 2012 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).
31.1	Certification of Anna Brunelle, Chief Financial Officer of TiVo Inc. dated November 30, 2012 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 S. Rogers, President and Chief Executive Officer of TiVo Inc. dated November 30, 2012 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 November 30, 2012 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

+	Confidential treatment has been requested as to portions of this agreement.
*	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.
**	XBRL (Extensible Business Reporting Language) information is furnished and 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 Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

39

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:	11/30/2012	By:	/S/    THOMAS S. ROGERS
			Thomas S. Rogers
			President and Chief Executive (Principal Executive Officer)
Date:	11/30/2012	By:	/S/    ANNA BRUNELLE
			Anna Brunelle
			Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1
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.

SETTLEMENT AND PATENT LICENSE AGREEMENT

This Settlement and Patent License Agreement (“Agreement”), effective as of September 21, 2012 (“Effective Date”), is made by and between TiVo Inc., a Delaware corporation (“TiVo”), and Verizon Communications Inc., a Delaware corporation (“Verizon”). TiVo and Verizon are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, TiVo and Verizon are parties to the following lawsuit: TIVO INC. v. VERIZON COMMUNICATIONS INC., et al.; Case No. 2:09-CV-257-JRG, United States District Court for the Eastern District of Texas (the “Pending Litigation”); and

WHEREAS, the Parties have agreed, among other things, to settle such Pending Litigation and also grant one another beneficial patent licenses pursuant to the terms set forth below.

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 agree as follows:

Section 1. DEFINITIONS AND CONSTRUCTION

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

1.1.“Additional Subscriber” means any Person who is or becomes a DVR Subscriber of an MVPD or MVPD Service that becomes owned or controlled by Verizon or any of its Subsidiaries as a result of a Subscriber Acquisition Transaction (“Acquired MVPD Service”), except for any subscriber of such Acquired MVPD Service who at the time of closing [*].

1.2.“Advanced Television Field” means any system, apparatus, method, or process that facilitates or is related to [*]. In addition, any system, apparatus, method, or process that would, in the absence of a license, directly or indirectly infringe any Verizon Patent-In-Suit, Verizon Related Patent, TiVo Patent-In-Suit, or TiVo Related Patent, as applicable, will be deemed to be a system, apparatus, method, or process in the Advanced Television Field for purposes of the licenses under the applicable Verizon Patent-In-Suit, Verizon Related Patent, TiVo Patent-In-Suit, or TiVo Related Patent.

1.3.“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.

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

1.5.“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 holders of more than fifty (50%) of the Voting Power of the Subject

[*]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.

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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 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 more than fifty (50%) of the 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 becomes the beneficial owner, directly or indirectly, of more than 50% of the total Voting Power of the Subject Entity.

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

1.7.“[*]” means that [*].

1.8.“Dismissal Motions” has the meaning given to it in Section 2.4.

1.9.“DVR” means [*] product that enables [*] an MVPD Service [*] to a storage medium (e.g., a hard disk drive) and [*] the play back of recorded content.

1.10.“DVR Subscriber” means any Verizon Subscriber: (i) with a DVR for use with the Verizon Service; or (ii) to whom Verizon otherwise makes available [*] provided by the Verizon Service [*].

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

1.12.“Excluded Products” means: (i) any products or services [*]; and (ii) any products or services sold or distributed by or for Verizon or any of its Subsidiaries (x) that [*], or (y) [*]. As used in this Agreement a product will not be [*].

1.13.“Fee” has the meaning given to it in Section 4.1.

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

1.15.“Initial Payment” means the first Installment Payment under Section 4.1 in the amount of $100,000,000.00.

1.16.“Licensed Patents” means the Verizon Licensed Patents and/or TiVo Licensed Patents, as applicable.

1.17.“Licensed Products” means the Verizon Licensed Products and/or TiVo Licensed Products, as applicable.

[*]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.

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1.18.“ [*]” means any [*] video program that is transmitted or otherwise made available [*]. By way of example and not of limitation, a video program transmitted [*].

1.19.“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, television receive-only satellite program distributor or other Person who makes available for purchase, by subscribers or customers, multiple channels of video programming, and any Affiliates of Persons providing such services.

1.20.“MVPD Service” means any satellite television service, any cable television service (including Verizon FiOS TV), any IPTV television service, and any other service [*] sold by an MVPD on a subscription basis comparable to video programming offerings being provided by any satellite, cable, or IPTV television services as of the Effective Date.

1.21.“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 Licensed Patents.

1.22.“Patents” means all classes or types of patents other than design patents (including originals, divisions, continuations, continuations-in-part, extensions, reissues or counterparts) and all applications (including provisional applications) for these classes or types of patents, in all cases, throughout the world.

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

1.24.“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).

1.25.“Press Release” has the meaning given to it in Section 7.1.

1.26.“Subscriber Acquisition Transaction” means any agreement, arrangement or other transaction or series of related transactions in which either (i) Verizon or any of its Subsidiaries acquires all or substantially all of the business or assets of a Third Party MVPD, whether by assignment, operation of law or otherwise; (ii) Verizon or any of its Subsidiaries acquires directly or indirectly, more than fifty percent (50%) of the Voting Power of any Third Party MVPD; or (iii) Verizon or any of its Subsidiaries participates in the transfer or transition of customers or subscribers from an MVPD Service of a Third Party to the Verizon Service after the occurrence of any of (i)-(ii) above or in connection with any other agreement or arrangement with any Third Party MVPD resulting in the acquisition or transfer of subscribers to the Verizon Service, including any system acquisition, subscriber acquisition, or termination or winding down of a Third Party MVPD Service.

[*]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.

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1.27.“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. Verizon Wireless and/or Verizon-Redbox are each a Subsidiary of Verizon as of the Effective Date and will remain a Subsidiary so long as Verizon has direct or indirect ownership or control of more than fifty percent (50%) of the Voting Power of Verizon Wireless and/or Verizon-Redbox, as applicable.

1.28.“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.

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

1.30.“Threshold Amounts” means, with respect to any month in a calendar year during the Term, an amount equal to the number identified in Exhibit D for the respective calendar year (as adjusted pursuant to Section 9.5). For clarity, the Threshold Amount will be the same for each month in a particular calendar year (subject to adjustment pursuant to Section 9.5).

1.31.“TiVo Distribution Partners” means Third Parties (including MVPDs) who license or otherwise distribute or resell TiVo Licensed Products.

1.32.“TiVo Licensed DVR” means a DVR for which TiVo has granted a license under one or more of the TiVo Patents-In-Suit that remains in effect after a respective Subscriber Acquisition Transaction. TiVo Licensed DVR also includes [*].

1.33.“TiVo Licensed Patents” means any and all Patents worldwide owned or controlled by TiVo or any of its Subsidiaries at any time during the Term that are applicable to the Advanced Television Field, except any Patents the license or release of which requires the payment of consideration to an unaffiliated Third Party. Without limiting the foregoing, TiVo Licensed Patents shall be deemed to include: (a) 6,233,389, 7,493,015 and 7,529,465 (the “TiVo Patents-In-Suit”), and (b) any continuations, continuations-in-part, divisionals, reissues, and foreign counterparts of the TiVo Patents-In-Suit and any other Patents that claim priority directly or indirectly from the TiVo Patents-In-Suit or the applications from which the TiVo Patents-In-Suit issued (collectively, the “TiVo Related Patents”).

1.34.“TiVo Licensed Products” means any system, apparatus, method, process or other implementation in the Advanced Television Field that is directly or indirectly used, sold, leased or otherwise provided by or on behalf of TiVo or any of its Subsidiaries, including [*]. By way of example and not of limitation, this includes [*]. For purposes of clarification, TiVo Licensed Products shall not include [*]. To the extent that a product of a Third Party includes [*], the product of the Third Party is not licensed with respect 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.

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1.35.“Verizon Licensed Patents” means any and all Patents worldwide owned or controlled by Verizon or any of its Subsidiaries at any time during the Term that are applicable to the Advanced Television Field, except any Patents the license or release of which requires the payment of consideration to an unaffiliated Third Party. Without limiting the foregoing, Licensed Verizon Patents shall be deemed to include: (a) U.S. Patent Nos. 5,410,344, 5,635,979, 5,973,684, 6,367,078, 7,561,214 and 6,381,748 (collectively, the “Verizon Patents-In-Suit”); and (b) any continuations, continuations-in-part, divisionals, reissues, and foreign counterparts of any Verizon Patents-In-Suit and any other Patents that claim priority directly or indirectly from any Verizon Patents-In-Suit or the applications from which any Verizon Patents-In-Suit issued (collectively, the “Verizon Related Patents”).

1.36.“Verizon Licensed Products” means any system, apparatus, method, process or other implementation in the Advanced Television Field that is directly or indirectly used, sold, leased or otherwise provided solely by or on behalf of Verizon or any of its Subsidiaries for use with any Verizon Service and/or any Verizon-Redbox Service, including but not limited to Verizon Software, but excluding any Excluded Products.

1.37.“Verizon-Redbox” means the joint venture between Verizon and Redbox Automated Retail, LLC, described as of the Effective Date as “Verizon and Redbox Digital Entertainment Services, LLC.”

1.38.“Verizon-Redbox Service” means a video service that Verizon-Redbox makes available to subscribers or customers of Verizon-Redbox through Verizon Software but excluding any service directly or indirectly sold, licensed, or otherwise transferred by or on behalf of any Third Party or that provides any Live Television.

1.39.“Verizon Service” means any MVPD Service that Verizon, directly or through its Subsidiaries, makes available to end users, including the Verizon FiOS TV pay television service, but excluding any service directly or indirectly sold, licensed, or otherwise transferred (a) by or on behalf of any MVPD other than Verizon or any of its Subsidiaries or (b) for use in or with any MVPD Services of any Third Party.

1.40.“Verizon Software” means end user software of Verizon or any of its Subsidiaries, in object code, executable, or binary form, that is provided directly or indirectly by Verizon or any of its Subsidiaries to Verizon Subscribers or subscribers to any Verizon-Redbox Service to access video programming provided by any Verizon Service or Verizon-Redbox Service and is not capable of accessing any MVPD Service of any Third Party (other than through a reconfiguration not permitted by Verizon or any of its Subsidiaries).

1.41.“Verizon Subscriber” means a subscriber to a Verizon Service. Each customer account will be considered a separate Verizon Subscriber, regardless of the number of end users associated with such customer account. In addition, each dwelling unit within a multi-dwelling unit (for example, an apartment, condo, hotel room or dormitory building) that receives any Verizon Service will be considered a separate subscriber for purposes of determining the number of Verizon Subscribers.

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1.42.“Verizon Wireless” means Cellco Partnership d/b/a Verizon Wireless, a Delaware partnership, with offices located at One Verizon Way, Basking Ridge, New Jersey 07920.

1.43.“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).

1.44.Unless context otherwise clearly requires, whenever used in 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; (viii) words using the singular or plural number also include the plural or singular number, respectively; and (ix) 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, TiVo, on behalf of itself and its Current Subsidiaries, hereby irrevocably releases and forever discharges:

(a)Verizon and its Current Subsidiaries and their respective agents, representatives, officers, employees, directors and attorneys in their capacity as such, from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the TiVo Licensed Patents;

(b) direct and indirect suppliers of products and/or services to Verizon and its Current Subsidiaries that are (or are used in, or are used in support of) any Verizon Licensed Products for the FiOS TV pay television service (“Verizon Suppliers”) from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the TiVo Licensed Patents by the particular units of products supplied or the particular services rendered directly or indirectly by such Verizon Supplier to or on behalf of Verizon and/or its Subsidiaries prior to the Effective Date for use in or with any Verizon Licensed Product for the FiOS TV pay television service solely to the extent that such infringement would have been licensed under this Agreement if it had occurred after the Effective Date;

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(c)Verizon Subscribers for possession and/or use of any Verizon Licensed Products for the FiOS TV pay television service prior to the Effective Date from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the TiVo Licensed Patents by use of Verizon Licensed Products for the FiOS TV pay television service prior to the Effective Date solely to the extent that such infringement would have been licensed under this Agreement if it had occurred after the Effective Date;

(d)Verizon Subscribers that became subscribers of a Frontier MVPD Service as a result of a merger and distribution transaction with Frontier Communications Corporation (“Frontier”) from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the TiVo Licensed Patents for any possession and/or use of any Verizon Licensed Products for the FiOS TV pay television service prior to July 1, 2010 solely to the extent that such infringement would have been licensed under this Agreement if it had occurred after the Effective Date and if the Frontier transaction described above had not occurred; and

(e)Verizon Subsidiaries that became Frontier Subsidiaries as a result of a merger and distribution transaction with Frontier from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the TiVo Licensed Patents prior to July 1, 2010 solely to the extent that such infringement would have been licensed under this Agreement if it had occurred after the Effective Date and if the Frontier transaction described above had not occurred.

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 Licensed Patent or for any activity that would be outside of the scope of the licenses granted to Verizon and its Subsidiaries under this Agreement if conducted after the Effective Date. Notwithstanding anything to the contrary, no release, license or other rights of any kind are granted to any Verizon Supplier with respect to any units of products (i) used, sold, or otherwise distributed directly or indirectly by such Verizon Supplier other than to Verizon or any of its Subsidiaries, or (ii) otherwise sold, distributed, or used outside of any Verizon Licensed Products.

2.2.Verizon Limited Release. Verizon, on behalf of itself and its Current Subsidiaries, hereby irrevocably release and forever discharge:

(a)TiVo and its Current Subsidiaries and their respective agents, representatives, officers, employees, directors and attorneys in their capacity as such, from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the Verizon Licensed Patents;

(b)direct and indirect suppliers of products and/or services to TiVo and its Current Subsidiaries that are (or are used in, or are used in support of) TiVo Licensed Products (“TiVo Suppliers”) from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or

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not willful) of the Verizon Licensed Patents by the particular units of products supplied or the particular services rendered by such TiVo Supplier to or on behalf of TiVo and/or its Subsidiaries prior to the Effective Date for use in or with any TiVo Licensed Product solely to the extent that such infringement would have been licensed under this Agreement if it had occurred after the Effective Date; and

(c)customers of TiVo Licensed Products prior to the Effective Date from any and all claims, losses, damages, or liability of any kind and nature, at law, in equity, or otherwise, known and unknown, with respect to infringement (whether direct or indirect and whether or not willful) of the Verizon Licensed Patents by use and distribution by such customers of TiVo Licensed Products prior to the Effective Date solely to the extent that such infringement would have been licensed under this Agreement if it had occurred after the Effective Date. For such purposes, customers of TiVo Licensed Products include direct and indirect customers of such TiVo Licensed Products, including TiVo Distribution Partners who license and distribute the respective TiVo Licensed Products, but only to the extent that such TiVo Distribution Partners are licensing and/or distributing the respective TiVo Licensed Products, and do not include TiVo Distribution Partners to the extent that they are licensing and/or distributing any Third Party products that are not TiVo Licensed Products.

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 a Verizon Licensed Patent or for any activity that would be outside of the scope of the licenses granted to TiVo and its Subsidiaries under this Agreement if conducted after the Effective Date. Notwithstanding anything to the contrary, no release, license or other rights of any kind are granted directly or indirectly to any TiVo Supplier with respect to any products (i) sold or otherwise distributed directly or indirectly by such TiVo Supplier other than to TiVo or any of its Subsidiaries, or (ii) distributed or used outside of the TiVo Licensed Products.

2.3.Waiver of Cal. Civ. Code Sec. 1542. Effective upon receipt by TiVo of the Initial Payment, 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 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 Litigation. Concurrently with the execution of this Agreement, the Parties shall cause to be completed, executed and delivered (or have delivered) to the other Party the stipulations and joint motions (“Dismissal Motions”) requesting that the Pending Litigation between the Parties be dismissed in the form attached hereto as Exhibits A-1, A-2, A-3, and A-4. Within one (1) court day after

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receipt by TiVo of the Initial Payment, TiVo shall file the Dismissal Motions. The Parties shall cooperate in taking reasonable actions as might be required to dismiss the Pending Litigation.

2.5.Inter Partes Petitions and Notices. Concurrently with the execution of this Agreement, the Parties shall cause to be completed, executed and delivered (or have delivered) to the other Party the notices to withdraw from (in the case of Verizon) and the petitions to vacate (in the case of TiVo) the inter partes reexaminations of U.S. Patent Nos. 7,493,015 and 7,529,465 in the forms attached hereto as Exhibits B-1, B-2, B-3, and B-4. Within one (1) U.S. Patent and Trademark Office day after the court enters a dismissal of the Pending Litigation, TiVo shall file the executed petitions to vacate and Verizon shall file the executed notices to withdraw with the U.S. Patent and Trademark Office.

2.6.No Admission. This Agreement is entered into in order to compromise and settle disputed claims, without any admission of liability or other acquiescence on the part of any Party as to the merit of any claim, defense, affirmative defense or counterclaim in the Pending Litigation (except to the extent expressly set forth in the Dismissal Motions).

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

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Section 3.LICENSES

3.1.License to Verizon. Effective upon receipt by TiVo of the Initial Payment, and subject to Verizon’s satisfaction of its ongoing payment obligations set forth in Section 4, TiVo, on behalf of itself and its Current Subsidiaries and Future Subsidiaries, hereby grants and agrees to grant to Verizon and its Current Subsidiaries and Future Subsidiaries a worldwide, non-exclusive, non-transferable (except as provided in Section 9.4) license, with no right to grant sublicenses, solely under the TiVo Licensed Patents, to make, have made (subject to Section 3.3), use, offer for sale, sell, import, export, lease, distribute, and/or otherwise dispose of, directly or indirectly, any Verizon Licensed Products for use in or with any Verizon Service or Verizon-Redbox Service, as applicable; provided, however, that such license does not extend to use of any Excluded Products other than as set out in this Section. The above license includes the right for Verizon Subscribers and subscribers to any Verizon-Redbox Service to [*] within the scope of the above license for the Verizon Service or Verizon-Redbox Service, as applicable. For the avoidance of doubt, the foregoing license includes the right of Verizon Subscribers and subscribers to any Verizon-Redbox Service to [*], so long as such use is within the scope of the above license. For the further avoidance of doubt, any Verizon Software provided, directly or indirectly, by Verizon or any of its Subsidiaries to Verizon Subscribers prior to the Effective Date for the Verizon Service is subject to the releases under Section 2.1 and will be deemed covered by the licenses under this Section 3.1 for use of such products during the Term within the scope of and as permitted by the license granted to Verizon under this Section 3.1 for any Verizon Service (including [*]).[*].

3.2.License to TiVo. Verizon, on behalf of itself and its Current Subsidiaries and Future Subsidiaries, hereby grants and agrees to grant to TiVo and its Current Subsidiaries and Future Subsidiaries a royalty-free, worldwide, non-exclusive, non-transferable (except as provided in Section 9.4) license, with no right to grant sublicenses, solely under the Verizon Licensed Patents, to make, have made (subject to Section 3.3), use, offer for sale, sell, import, export, lease, distribute, and/or otherwise dispose of TiVo Licensed Products. The license above extends to [*], and to the use of such TiVo Licensed Products (including [*]) by [*] customers of TiVo, [*], but only for such TiVo Licensed Products. For the avoidance of doubt, the foregoing license includes the right of such customers to [*], so long as such use is within the scope of the above license. For the further avoidance of doubt, TiVo Licensed Products sold or licensed directly or indirectly by TiVo or its Subsidiaries prior to the Effective Date are subject to the releases under Section 2.2 and will be deemed covered by the license under this Section 3.2 for use of such products during the Term within the scope of and as permitted by the license granted to TiVo under this Section 3.2 (including [*]).[*].

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 for use within the scope of the license granted to the Grantee above, 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” (including components that do not themselves meet the definition of Licensed Products but that are for incorporation into Licensed Products), provided, however, that such products are not purchased for resale back to, or on behalf of, such Third Party or 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.

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Affiliate of such Third Party. Notwithstanding anything to the contrary, no release, license or other rights of any kind are granted directly or indirectly to any Verizon Supplier or TiVo Supplier with respect to any products sold or otherwise distributed directly or indirectly by such supplier other than to Grantee or its Subsidiaries, or distributed or used outside of the Verizon Licensed Products or TiVo Licensed Products, as applicable.

3.4.Subsidiary Licenses.    

(a)Each Party intends for this Agreement to extend to all of its Subsidiaries with respect to the applicable licenses 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 ensure that all such Subsidiaries are bound by the terms of this Agreement.

(b)Except as set forth in Section 9.4 or Section 9.5, 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. [*]. For clarity, all products and services of a Subsidiary of a Party that were licensed under this Agreement within the scope and as permitted under the license granted to such Subsidiary under this Agreement prior to the date such entity ceased to be a Subsidiary of a Party shall remain licensed with respect to periods of time prior to the date such entity ceased 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 the other Party and/or its Subsidiaries is licensed, such license shall continue for the Term with respect to such Patents and any divisions, continuations, continuations-in-part, extensions, reissues or counterparts of such Patents.

(c)If a Person becomes a Subsidiary of a Party after the Effective Date, then such Person, upon becoming a Subsidiary, shall be granted the applicable license set forth in this Section 3; provided, however, that the licenses to Verizon and its Subsidiaries shall be subject to the payment obligations in Section 4, including, if applicable, the obligation to make Additional Payments for Additional Subscribers acquired by Verizon or its Subsidiaries in any Subscriber Acquisition Transaction as set forth in Section 4.3.

3.5.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 releases, licenses, or other rights whatsoever are granted or conveyed by TiVo or any of its Subsidiaries with respect to any MVPD or MVPD Services other than any Verizon Service, or for any products supplied directly or indirectly to or for any MVPD or MVPD Services other than any Verizon Service.

3.6.[*]. During the Term, each Party shall use commercially reasonable efforts to [*], in each case in a commercially reasonable time frame not to exceed 75 days after receipt of written notice from the other Party [*] (as updated by written notice from time to time). The obligations under this Section 3.6 may be satisfied [*]. For purposes of clarification, neither Party will be in breach of this Section 3.6 if

[*]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.

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it [*] after the applicable written notice under this Section 3.6. Compliance with this Section 3.6 shall not be and not deemed to [*].

3.7.Patent Challenges.

(a)By Verizon. So long as the license granted in Section 3.1 remains in effect and the respective TiVo Licensed Patent has not been asserted after the Effective Date against Verizon or any of its Subsidiaries or with respect to their respective products or services, Verizon and its Subsidiaries shall not directly or indirectly make or cause to be made, or participate or assist in making, any Patent Challenge with respect to such TiVo Licensed Patents. If Verizon or any of its Subsidiaries breaches this Section 3.7(a), TiVo shall notify Verizon in writing of such breach and Verizon shall have [*] to cure the breach (if possible). If Verizon fails to cure the breach by the end of this period, TiVo shall be entitled to terminate the license granted in Section 3.1 with respect to the Patent(s) subject to the Patent Challenge, and pursue all other remedies available at law or equity.

(b)By TiVo. So long as the license granted in Section 3.2 remains in effect and the respective Verizon Licensed Patent has not been asserted after the Effective Date against TiVo or any of its Subsidiaries or with respect to their respective products or services, TiVo and its Subsidiaries shall not directly or indirectly make or cause to be made, or participate or assist in making, any Patent Challenge with respect to such Verizon Licensed Patents. If TiVo or any of its Subsidiaries breaches this Section 3.7(b), Verizon shall notify TiVo in writing of such breach and TiVo shall have [*] to cure the breach (if possible). If TiVo fails to cure the breach by the end of this period, Verizon shall be entitled to terminate the license granted in Section 3.2 with respect to the Patent(s) subject to the Patent Challenge, and pursue all other remedies available at law or equity.

(c)Breach. The Parties agree that any breach of Sections 3.7(a) or 3.7(b) is likely to cause irreparable harm to the non-breaching Party. Accordingly, each Party hereby agrees that the other Party may seek the entry of temporary, preliminary and permanent injunctive relief to remedy any breach of either Sections 3.7(a) or 3.7(b). For the avoidance of doubt, it will not be considered a breach of Sections 3.7(a) or 3.7(b) for either Party or its Subsidiaries to formally respond in writing or in a deposition under oath to a duly issued Third Party subpoena or other lawfully issued discovery requests or court order.

3.8.Defensive Suspension. During the [*] month period following the Effective Date:

(a)If TiVo or any of its Subsidiaries files suit against Verizon or any of its Subsidiaries for infringement of (i) any TiVo Licensed Patent with respect to a product or service not licensed under this Agreement, or (ii) any Patent that is not a TiVo Licensed Patent, then Verizon may suspend the license granted under Section 3.2 of this Agreement with respect to TiVo and its Subsidiaries for any or all of the Verizon Licensed Patents as of the date such litigation is filed. The license to TiVo and its Subsidiaries will be reinstated upon any dismissal or settlement of the claims made by TiVo or any of its Subsidiaries against Verizon or any of its Subsidiaries.

[*]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.

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(b)If Verizon or any of its Subsidiaries files suit against TiVo or any of its Subsidiaries for infringement of (i) any Verizon Licensed Patent with respect to a product or service not licensed under this Agreement, or (ii) any Patent that is not a Verizon Licensed Patent, then TiVo may suspend the license granted under Section 3.1 of this Agreement with respect to Verizon and its Subsidiaries for any or all of the TiVo Licensed Patents as of the date such litigation is filed. The license to Verizon and its Subsidiaries will be reinstated upon any dismissal or settlement of the claims made by Verizon or any of its Subsidiaries against TiVo or any of its Subsidiaries.

(c)Nothing in this Section 3.8 or the exercise of any rights under this Section 3.8 by either Party will affect the other obligations under this Agreement, including Verizon’s obligations to make payments under Section 4.

Section 4.PAYMENT

4.1.Payment to TiVo. Verizon shall pay TiVo a non-refundable payment in the aggregate amount of $250,400,000 (“Fee”) except to the extent the Fee is reduced in accordance with Section 4.2, and with payment being made in installments according to the following payment schedule:

Payment No.	Due Date	Payment Amount (before any Section 4.2 Credit)	Net Payment*
1	No later than the fifth business day after the Effective Date	$100,000,000 (“Initial Payment”)	$100,000,000
2 and 3	Within thirty (30) days after the last day of each calendar quarter in 2012, beginning with the quarter ending September 30, 2012	$6,016,000 per quarter	$6,016,000 per quarter
4, 5, 6 and 7	Within thirty (30) days after the last day of each calendar quarter in 2013	$6,016,000 per quarter	$6,016,000 for Q1, $4,679,636.36 for Q2, Q3 and Q4
8, 9, 10 and 11	Within thirty (30) days after the last day of each calendar quarter in 2014	$6,016,000 per quarter	$4,679,636.36 per quarter
12, 13, 14 and 15	Within thirty (30) days after the last day of each calendar quarter in 2015	$6,016,000 per quarter	$4,679,636.36 per quarter
16, 17, 18 and 19	Within thirty (30) days after the last day of each calendar quarter in 2016	$6,016,000 per quarter	$4,679,636.36 per quarter
20, 21, 22 and 23	Within thirty (30) days after the last day of each calendar quarter in 2017	$6,016,000 per quarter	$4,679,636.36 per quarter
24, 25 and 26**	Within thirty (30) days after the last day of each calendar quarter, ending with the quarter ending September 30, 2018	$6,016,000 per quarter	$4,679,636.36 per quarter
Total		$250,400,000	$221,000,000

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*Assuming that Verizon has provided [*] (as such terms are defined in the [*]) in [*], as described in Section 4.2 below.

**Payments continue through the end of the calendar quarter ending September 30, 2018 despite expiration of the Agreement on July 31, 2018 for the convenience of the Parties.

Each of quarterly payments set forth in 2 – 26 of the above table are hereinafter referred to as an “Installment Payment” and collectively as the “Installment Payments”.

4.2.[*]. If Verizon elects to [*] in accordance with [*], then Verizon will receive a credit of $445,454.55 per month [*] (up to a maximum amount of $29,400,000) toward the Fee so long as Verizon meets its material obligations [*], beginning in the first full month in which Verizon [*]. If Verizon breaches any of its material obligations [*], including Verizon’s failure to [*], and fails to cure any such breach [*], then Verizon will be considered in breach of a material obligation [*] solely for purposes of this Section 4.2 and will not be considered in breach under any other provision of this Agreement, and shall immediately pay to TiVo [*] and will not be eligible to receive any additional credits under this Section 4.2. Except as expressly set forth in this Section 4.2, in no event shall any credit or payment be provided or due under this Agreement [*] from TiVo or any of its Subsidiaries to Verizon or any of its Subsidiaries.

4.3.Additional Monthly DVR Subscriber Fees. If the number of DVR Subscribers (including cumulative Additional Subscribers) on the last day of any month during the Term (each a “Calculation Date”) exceeds the applicable Threshold Amount, then Verizon shall pay TiVo an amount for that month equal to (a) the number of DVR Subscribers over the applicable Threshold Amount on such Calculation Date, multiplied by (b) [*] (“Additional Payments”). For example, if the number of DVR Subscribers on June 30, 2014 is [*], it exceeds the applicable Threshold Amount of [*] by [*], and Verizon will pay to TiVo an Additional Payment in the amount of [*] for that month. Verizon shall report and pay Additional Payments due under this section quarterly within thirty (30) days after the last day of each calendar quarter during the Term (beginning with the calendar quarter ending September 30, 2012 and ending with the calendar quarter ending September 30, 2018). The Additional Payments under this Section 4.3 are in addition to the Installment Payments to be paid under Section 4.1.

4.4.Payments; Taxes.

(a)Each payment from Verizon to TiVo under this Agreement, including the Fee payments and any Additional Payments, shall be made in U.S. dollars in immediately available funds by wire transfer pursuant to the following instructions (or in accordance with such other wire transfer instructions provided by notice from TiVo):

Bank Name:        [*]

SWIFT code:        [*]

ABA #:        [*]

Account Name:    [*]

Account Number:    [*]

[*]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.

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(b)All Fee payments and Additional Payments shall be remitted so that they are received by TiVo in the amounts and according to the schedule set forth in Sections 4.1 and 4.3, as applicable. Verizon acknowledges and agrees that, in light of TiVo’s obligation to forbear from pursuing litigation with respect to the activities that are licensed and/or released hereunder, this Agreement shall remain in force, and the obligation of Verizon to make the payments to TiVo in accordance with Sections 4.1, 4.2 and 4.3 shall be absolute, unconditional, noncontingent (except as otherwise set forth in Section 4.3), noncancellable and nonrefundable, and 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, the use or non-use by Verizon of the license under Section 3.1, or the invalidity, unenforceability, or modification of one or more of the Licensed Patents. Verizon hereby forever waives any right to challenge or dispute the Fee to be paid pursuant to the terms and conditions of this Agreement.

(c)All taxes shall be the financial responsibility of the Party obligated to pay such taxes as determined by the applicable law and neither Party is or shall be liable at any time for any of the other Party’s taxes incurred in connection with or related to amounts paid under this Agreement. Fees and other amounts to be paid by Verizon pursuant to this Section 4 are payable in full to TiVo without reduction for Taxes (including any withholding tax), provided that TiVo timely delivers an IRS W-9 form to Verizon. All payments under this Agreement will be made by Verizon or its U.S. based designee to TiVo or TiVo’s U.S. based designee.

4.5.Breach of Payment Obligation. If the Initial Payment, any Installment Payment, or any undisputed Additional Payment is not made in full by Verizon to TiVo on the due date, and has not been paid in full by Verizon within thirty (30) days after written notice of such breach from TiVo, then the entire sum of any and all unpaid payments, and any portion thereof, as set forth in Section 4.1 ($250,400,000.00, less the sum of any Installment Payments made by Verizon to TiVo and any credits received to date by Verizon) that are due or will become due shall all be deemed due and owing upon written notice from TiVo to Verizon and immediately paid in full by Verizon to TiVo following receipt of such written notice. Past due amounts shall be subject to a monthly service charge of [*] per month of the unpaid balance or the maximum rate allowable by law, whichever is less. In addition to all other sums payable hereunder, other than with respect to a good faith dispute as to any Additional Payments due, Verizon shall pay 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 or Verizon.

4.6.Reporting; Audit Right. Within thirty (30) days after the end of each calendar quarter during the Term, Verizon shall provide to TiVo a report detailing the number of Verizon Subscribers and DVR Subscribers as of the Calculation Date for each month during such quarter, any Subscriber Acquisition Transactions and cumulative Additional Subscribers (in aggregate and for each Subscriber Acquisition Transaction) as of the Calculation Date for each month during such quarter and the total Additional Payments due for each month during such quarter. During the Term and for [*] thereafter,

[*]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.

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TiVo shall have the right, at its expense, not more than [*]per calendar year, to have an independent certified public accounting firm, review or audit applicable books and records for the purpose of verifying the reports and payments under this Section 4. Any such audit shall be conducted during regular business hours, begin upon no less than [*] prior written notice, and shall be subject to reasonable confidentiality restrictions. Verizon shall keep accurate and complete records to allow such independent certified public accounting firm to determine such compliance. Any discrepancy in the amounts owed and paid by Verizon (plus interest at the rate set forth in Section 4.5) will be paid within [*] of the written notice of the results of the audit being delivered by the auditor. If any audit results in a determination that Verizon has underpaid amounts due hereunder by more than [*] for the time period audited, then in addition to any other rights and remedies available to TiVo, and in addition to Verizon’s obligation to pay such unpaid amounts plus interest as set forth in Section 4.5, Verizon shall, within thirty (30) days, reimburse TiVo for all out of pocket costs and expenses incurred in connection with such audit. If any audit results in a determination that Verizon has overpaid amounts due hereunder, the amount of such overpayment shall be credited against future payments owed or refunded to Verizon if no additional payments are owed.

Section 5.TERM AND TERMINATION

5.1.Term.    The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until 11:59 PM (Pacific time) on July 31, 2018 (the “Term”), unless earlier terminated as set forth below.

5.2.Termination.    

(d)If Verizon breaches any of its payment obligations under Section 4.1 or any of its undisputed payment obligations under Section 4.3 and does not cure by making such payment in full within [*] after written notice of such breach from TiVo (including late charges and expenses under Section 4.5), then TiVo shall have the right to terminate the rights and licenses granted to Verizon and its Subsidiaries under this Agreement. In such event, licenses and other rights granted to Verizon and its Subsidiaries shall immediately terminate. The rights and licenses granted to TiVo and its Subsidiaries in Sections 2 and 3 shall survive. TiVo shall not have the right to terminate as set out in this Section 5.2(a) if Verizon satisfies the payment obligation set out in Section 4.5. Except as expressly set forth in this Section 5.2(a) and Section 3.8, TiVo shall have no right to terminate the rights and licenses granted to Verizon and its Subsidiaries under this Agreement for any reason.

(e)Except as expressly set forth in Section 3.8, Verizon shall have no right to terminate the rights and licenses granted to TiVo and its Subsidiaries under this Agreement for any reason.

(f)Upon expiration or termination of this Agreement, the releases granted to each Party and its Subsidiaries under Section 2 will survive; however, the licenses granted to each Party and its Subsidiaries under Section 3 shall terminate, except with respect to those units of Licensed Products distributed by a Party or its Subsidiaries to Third Parties on or prior to the expiration or termination within the scope and as permitted under the license granted to such Party under this Agreement.

[*]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.

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(g)Sections 1, 2.1, 2.2, 2.3, 4.1, 4.2, 4.3 (with respect to accrued payment obligations), 4.4, 4.5, 4.6 (to the extent set forth therein), 5.2(c), 5.2(d), 7 and 9 shall survive any termination or expiration of this Agreement for any reason.

Section 6.REPRESENTATIONS, WARRANTIES, AND COVENANTS

6.1.Representations and Warranties.

(h)Each Party represents and warrants to the other Party, as of the Effective Date, that: (i) it is a corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement; and (ii) this Agreement is a legal, valid, and binding obligation enforceable against each of the Parties in accordance with its terms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws, from time to time in effect, affecting creditor’s rights generally.

(i)TiVo represents and warrants to Verizon, as of the Effective Date, that it has the right to grant the licenses set forth herein to the TiVo Licensed Patents.

(j)Verizon represents and warrants to TiVo, as of the Effective Date, that: (i) it has the right to grant the licenses set forth herein to the Verizon Licensed Patents; (ii) Verizon Services Corp., Verizon Corporate Resources Group, LLC, Verizon Corporate Services Group Inc., Verizon Data Services LLC, and their Subsidiaries and any other Person established or maintained by Verizon or its Subsidiaries for holding rights to Patents on behalf or for the benefit of Verizon or any of its Subsidiaries are (and will be deemed to be) Subsidiaries for purposes of the licenses and releases granted to TiVo and its Subsidiaries herein; (iii) Verizon holds more than fifty percent (50%) of the Voting Power of each of Verizon Wireless [*]; and (iv) the merger and distribution transaction with Frontier described in Section 2.1(d) was completed effective July 1, 2010 [*].

6.2.Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 6.1, 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:

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

(e)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;

(f)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;

[*]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.

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(g)except to comply with requirements under Section 3.6, 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;

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

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

Section 7.CONFIDENTIALITY AND PUBLICITY

7.1.Press Release. TiVo may release a press release concerning the settlement of the Pending Litigation in the form of Exhibit C (the “Press Release”). Neither Party nor any of their respective Subsidiaries may make any other public announcement or press release concerning the settlement of the Pending Litigation. Nothing in this Section 7.1 will prevent either Party from disclosing and discussing the settlement of the Pending Litigation as permitted under Section 7.2 (including, without limitation, in connection with securities filings and discussions of the content of the Press Release and other publicly available information).

7.2.Confidentiality. Except as set forth in the Press Release, each Party hereby agrees not to disclose to Third Parties without the prior written consent of the other Party: (i) the terms and conditions of this Agreement, or (ii) the confidential information of the other Party disclosed pursuant to this Agreement and marked as confidential, which in the case of Verizon will include non-public information in reports provided under Section 4.6 marked as confidential by Verizon. 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, or 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 Party to seek a protective order; (b) pursuant to a duly issued subpoena, provided that in the reasonable opinion of counsel for such Party such disclosure is required and such Party shall have given the other Parties notice prior to such disclosure and such disclosure is made only pursuant to a duly entered protective order under the highest level of designated confidentiality (for example, outside counsel’s eyes only); (c) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, 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; (d) to a Party’s affiliates, employees, consultants, contractors, auditors, legal, financial advisors, accountants, banks, or financing sources and their advisors, actual or prospective investors or acquirers of a Party or a Subsidiary (and their legal and financial advisors), or other representatives so long as such parties have a need to know such confidential information and are

[*]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.

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expressly bound to keep such information confidential and not use such information for any unauthorized purpose; (e) as reasonably required in connection with the enforcement of this Agreement or any rights hereunder; (f) to the extent such terms and conditions have become generally known or available to the public other than through the breach of this Section 7.2 by the disclosing Party; or (g) to a good faith purchaser or potential purchaser of any Licensed Patent(s), so long as such purchaser is under a suitable non-disclosure agreement and only receives information regarding the scope of licenses granted under such Licensed Patent(s).

Section 8.CHANGE OF CONTROL

8.1.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”).

(b)The license granted to the Acquired Party and its Subsidiaries will be limited to Licensed Products marketed, sold, licensed or announced by the Acquired Party or any of its Subsidiaries prior to the Change of Control (“Existing Licensed Products”) and improvements, updates, upgrades, bug fixes, modifications and follow on products and services to the Existing Licensed Products. The license will not otherwise extend to the Acquirer.

(c)The license granted to the Non-Acquired Party and its Subsidiaries will remain in effect with respect to the Licensed Patents of the Acquired Party and its Subsidiaries. However, no rights or licenses will be granted to the Non-Acquired Party or its Subsidiaries with respect to any Patents of the Acquirer or its Subsidiaries (other than the Licensed Patents acquired as part of the Acquired Party or its Subsidiaries in the respective Change of Control transaction).

(d)Except as otherwise expressly set forth above in this Section 8.1, the licenses 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.

Section 9.GENERAL

9.1.Notices. All notices that are required or permitted to be given hereunder shall be in writing and shall be sent (a) by overnight courier service, charges prepaid, written signature of the receiving party requested and received, to the Party to be notified, addressed to such Party at the physical address set forth below; and (b) by e-mail to the e-mail address set forth below, or such other physical and e-mail address(es) as such Party may have substituted by written notice to the other Party. In the event of any notice concerning breach of payment obligations, the Party providing notice will make reasonable attempts to reach at least one of the persons listed below within two (2) business days of sending such notice to speak by telephone to indicate that notice has been provided. The 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.

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if to TiVo:    TiVo Inc.

Attn: Office of the General Counsel

[*]

if to Verizon:    Verizon Communications Inc.

Attn: General Counsel

[*]

With a copy (which alone shall not constitute notice):

Verizon Communications Inc.

Attn: Senior Vice President and Deputy General Counsel

[*]

9.2.Venue. The Parties shall bring any claims related to the interpretation or breach of this Agreement exclusively in the United States District Court for the District of Delaware; provided, however, that in the event the licenses under Sections 3.1 or 3.2 are suspended or terminated pursuant to Section 3.8 or Section 5.2(a), [*]. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this Agreement or sales of Goods. Nothing in this Agreement is, constitutes or shall be interpreted as or argued to be any admission, agreement, suggestion or acquiescence that [*].

9.3.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 Verizon in any respect whatsoever, neither Verizon nor any of its agents has any 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. No Person except a Party 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 as a third party beneficiary under this Agreement.

9.4.Assignment. This Agreement may not be assigned by any Party without the prior written consent of the other Party, including by operation of law. Notwithstanding the foregoing, such other Party’s 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 to which this Agreement pertains (a) with respect to a Change of Control, subject to Section 8, or (b) other than as part of a Change of Control of Verizon, subject to the following additional requirements: [*]; however (x) any DVR Subscribers transferred or transitioned to the Transferred Verizon Services from any other MVPD Service of the assignee or its Subsidiaries after the closing of the assignment that are not already licensed under a TiVo Patent-In-Suit will be considered Additional Subscribers for purposes of this Agreement, and (y) the assignee will not have the right to make any further assignment of this Agreement; (vi) Verizon shall remain responsible for the performance of its obligations under this Agreement, including payment obligations (except to the extent such payments are actually made by the assignee); and (vii) the licenses granted by Verizon and its Subsidiaries to TiVo and its Subsidiaries under this Agreement will remain in effect notwithstanding such assignment.

[*]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.

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TiVo may assign its right to receive payments under this Agreement without the prior written consent of Verizon. Any assignment of any Licensed Patents by a Party or any of its Subsidiaries shall remain subject to the licenses granted to the other Party and its Subsidiaries under this Agreement which shall remain in effect notwithstanding such assignment. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors and permitted assigns.

9.5.Subscriber Transfers. If Verizon or any of its Subsidiaries transfers or sells a portion of the Verizon Subscribers (“Transferred Subscribers”) in one transaction or a series of related transactions in conjunction with the sale or spinoff of one or more regional or local MVPD systemsother than as set forth in Section 9.4 (each a “Subscriber Transfer”) to a Third Party (each a “Transferee”), then:

(a)the license granted to Verizon and its Subsidiaries under Section 3.1 will remain in effect solely with respect to the DVRs that are [*] and will not extend to any other products or services of the Transferee or its Affiliates and specifically does not provide any right, license or other authority from TiVo to make, have made, offer to sell, sell or import any additional DVRs;

(b)the Threshold Amount for the then-current calendar year and every calendar year of the Term thereafter will be reduced, effective as of the closing of the Subscriber Transfer, by multiplying each such Threshold Amount by an amount equal to (1 – x), where x is calculated as an amount equal to (i) the number of Transferred Subscribers, divided by (ii) the total number of Verizon Subscribers immediately prior to the Subscriber Transfer (for example, if Verizon transfers or sells [*] Transferred Subscribers in a Subscriber Transfer on December 15, 2014 when it has [*] Verizon Subscribers immediately before the transaction, then the Threshold Amount for each of 2014, 2015, 2016, 2017, and 2018 would be [*] going forward);

(c)[*]; and

(d)notwithstanding anything in this Section 9.5 to the contrary, [*].

9.6.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.

9.7.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.

9.8.Bankruptcy. All licenses to Licensed 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

[*]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.

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thereto as “intellectual property” is defined under Section 101 of the Bankruptcy Code. The Parties agree that any Party, as licensee of such rights under this Agreement, 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. 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 8 and provided further that, with respect to any proceeding under Chapter 11 of the Bankruptcy Code with respect to Verizon, solely if TiVo has received full payment of the Fee.

9.9.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.

9.10.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.

9.11.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.

9.12.Sophisticated Parties Represented by Counsel. The Parties each acknowledge that they are sophisticated Parties represented at all relevant times during the negotiation and execution of this Agreement by counsel of their choice, and that they and their counsel have engaged in robust, arm’s-length negotiation of this Agreement.

9.13.Counterparts. This Agreement may be executed (including 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.

9.14.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.

[*]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.

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9.15.[*].

[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.

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

S

VERIZON COMMUNICATIONS INC. By: /s/ Craig Silliman_____ Name: Craig Silliman Title: Senior Vice President & Deputy General Counsel Date: September 21, 2012 TIVO INC. By: /s/ Matthew P. Zinn_____ Name: Matthew P. Zinn Title: Senior Vice President, General Counsel, Secretary and Chief Privacy Officer Date: September 21, 2012

Exhibits A-1, A-2, A-3, and A-4

Dismissal Motions

Exhibits B-1, B-2, B-3, and B-4

Inter Partes Petitions and Notices

Exhibit C

Press Release

Exhibit D

Threshold Amounts

[*]

[*]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.

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EX-10.2

Exhibit 10.2

FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between TiVo Inc., a Delaware corporation (the “Company”), and Thomas S. Rogers (“Executive”), and shall be effective as of September 13, 2012 (the “Fourth Restatement Effective Date”).

WHEREAS, the Company and Executive desire to amend and restate that certain Employment Agreement dated as of July 1, 2005 (the “Original Effective Date”), between the Company and Executive, which was amended and restated effective as of March 21, 2007 (the “Restatement Effective Date”), September 16, 2008 and February 1, 2010 (the agreement, as previously amended and restated, the “Prior Agreement”), in order to reflect certain changes to Executive’s compensation and benefits effective as of the Fourth Restatement Effective Date.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1.    Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a)    Board. “Board” means the Board of Directors of the Company.

(b)    Cause. “Cause” means (i) Executive’s willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, (ii) Executive’s willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that are not inconsistent with Executive’s position as President and Chief Executive Officer of the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, or (iv) Executive’s conviction of, or entry by Executive of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 1(b), no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith.

(c)    Change of Control. “Change of Control” means (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a sale by the stockholders of the Company of the voting stock of the Company to another corporation and/or its subsidiaries or other person or group that results in the ownership by such

SV\897972.6

corporation and/or its subsidiaries or other person or group (the “Acquiring Entity”) of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Company entitled to vote; provided, however, that a sale by the stockholders of the Company of voting stock that results in the ownership by such Acquiring Entity of less than eighty percent (80%) of the combined voting power of all classes of the voting stock of the Company entitled to vote shall nonetheless constitute a Change of Control if it results in the Acquiring Entity having the ability to appoint a majority of the members of the Board, (iii) a merger or consolidation in which the Company is not the surviving corporation, or (iv) a reverse merger in which the Company is the surviving corporation but less than fifty-one percent (51%) of the shares of the Company’s common stock outstanding immediately after the merger are beneficially owned by the Company’s stockholders (as determined immediately before the merger).

(d)    Good Reason. “Good Reason” means the occurrence of any one or more of the following events without Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:

(i)    the removal of Executive from his position as Chief Executive Officer or President of the Company for any reason other than for Cause or Executive’s Disability;

(ii)    a material reduction in the nature or scope of Executive’s responsibilities, or the assignment to Executive of duties that are materially inconsistent with Executive’s position (in each case as compared to Executive’s responsibilities, duties or position on the Fourth Restatement Effective Date);

(iii)    the Company’s reduction of Executive’s annual base salary or bonus opportunity, each as in effect on the Fourth Restatement Effective Date or as the same may be increased from time to time;

(iv)    the Company’s failure to maintain a suitable and appropriate office for Executive in New York, New York or the Company’s failure to reimburse Executive for first class air travel for business travel for Executive between New York, New York and the Company’s offices in Alviso, California;

(v)    the Company’s failure to pay to Executive any portion of his then current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Company, in each case within seven (7) days of the date such compensation is due;

(vi)    the Company’s failure to continue in effect compensation and benefit plans which provide Executive with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of Executive’s participation relative to other participants, to the benefits

provided to Executive under the Company’s compensation and benefit plans and practices on the Fourth Restatement Effective Date;

(vii)    the Company’s failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 10(b)(i) hereof;

(viii)    the Company requiring Executive to relocate his primary residence from New York;

(ix)    the Company’s purported modification of this Agreement or any termination of this Agreement by the Company for any reason other than for Cause or Executive’s Disability;

(x)    the Company’s providing notice to Executive, as contemplated by Section 1 thereof, that it does not wish to extend the term of Executive’s Change of Control Agreement (as defined below); or

(xi)    the Company’s material breach of any provision of this Agreement.

Executive’s right to terminate his employment pursuant to this Section 1(d) shall not be affected by his incapacity due to physical or mental illness. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(e)    Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated due to his death, the date of Executive’s death, (ii) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full time performance of his duties during such thirty (30) day period), and (iii) if Executive’s employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Company without Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by Executive for Good Reason shall not be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).

(f)    Disability. Executive’s “Disability” means his absence from the full-time performance of his duties with the Company for one hundred eighty (180) consecutive days by reason of his physical or mental illness.

(g)    Notice of Termination. Any purported termination of Executive’s employment by the Company or by Executive (other than termination due to Executive’s death, which shall terminate Executive’s employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance

with Section 10(g). “Notice of Termination” means a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

(h)    Stock Awards. “Stock Awards” means all stock options, stock appreciation rights, restricted stock units, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof (including without limitation any stock options or restricted shares of the Corporation’s capital stock that contain provisions making the vesting of, or lapse of restrictions with respect to, such awards contingent upon the attainment of one or more performance goals).

2.    Employment Period. Subject to the provisions for earlier termination hereinafter provided, the term of this Agreement shall continue in effect until Executive’s employment with the Company is terminated (the “Employment Period”).

3.    Services to Be Rendered.

(a)    Duties and Responsibilities. Executive shall serve as a member of the Board and as President and Chief Executive Officer of the Company. So long as Executive is serving as the President and Chief Executive Officer of the Company, he will be nominated to, and if elected by the stockholders of the Company, be a member of, the Board. In the performance of such duties, Executive shall report directly to the Board, shall be the senior-most executive officer of the Company and shall have the duties and responsibilities consistent with the positions set forth above in a company the size and nature of the Company. Executive hereby consents to serve as an officer and/or director of the Company or any subsidiary or affiliate thereof without any additional salary or compensation, if so requested by the Board. Executive shall be employed by the Company on a full time basis. Executive shall perform his duties at the Company’s offices in Alviso, California and at the offices maintained by the Company for Executive in New York, New York. Executive shall be subject to and comply with the policies and procedures generally applicable to senior executives of the Company or such other policies and procedures that apply to Executive particularly, in each case to the extent the same are not inconsistent with any term of this Agreement. While Executive serves as President and Chief Executive Officer of the Company, the Board shall consult with him regarding any appointments to the offices of Chairman of the Board and Vice Chairman of the Board.

(b)    Exclusive Services. Executive agrees to devote substantially all of Executive’s business time, attention and energies to the business of the Company. Subject to the terms of Section 6, this shall not preclude Executive from devoting time to personal and family investments or serving on advisory boards, community and civic boards or the corporate boards on which Executive currently serves, or participating in industry associations, provided such activities do not materially interfere with his duties

to the Company. Executive agrees that he will not join any additional corporate boards without the prior approval of the Board, which approval shall not be unreasonably withheld or delayed.

(c)    Support Services. Executive shall be entitled to all of the administrative, operational and facility support customary for a similarly-situated executive. This support shall include an executive assistant selected by Executive exclusively assigned to him and the non-exclusive services of an administrative assistant located in the Company’s Alviso, California offices.

4.    Compensation and Benefits. The Company shall pay or provide, as the case may be, to Executive the compensation and other benefits and rights set forth in this Section 4.

(a)    Base Salary. The Company shall pay to Executive a base salary of $1,150,000 per fiscal year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly). Executive’s base salary shall be subject to review annually by and at the sole discretion of the Compensation Committee of the Board.

(b)    Bonus. In addition to the base salary described above, for each fiscal year ending during the Employment Period, Executive shall have the opportunity to earn an annual performance bonus, up to two hundred percent (200%) of Executive’s base salary, based on reasonable criteria established by the Compensation Committee of the Board in good faith no later than ninety (90) days following the start of each fiscal year. Commencing for the fiscal year ending January 31, 2013, upon full attainment of the aforementioned criteria established by the Compensation Committee of the Board, Executive’s annual bonus will be equal to one hundred percent (100%) of Executive’s base salary, but for less than full achievement of such aforementioned criteria, Executive’s annual bonus shall be a lesser amount in accordance with a specific formula determined by the Compensation Committee of the Board, in its discretion, no later than ninety (90) days following the start of each fiscal year. The annual bonus shall be determined in good faith by the Compensation Committee of the Board as soon as practicable after the end of the fiscal year with respect to which it is payable, and shall be paid to Executive in a lump sum promptly thereafter and in no event later than April 15 immediately following the end of such fiscal year, subject to all withholding with respect thereto as is required by applicable law. The Compensation Committee of the Board will consider and shall have the discretion to exclude extraordinary items in good faith when determining Executive’s annual bonus, it being understood that the final determination shall be within the discretion of the Compensation Committee of the Board.

(c)     Benefits. Executive shall be entitled to participate in benefits under the Company’s benefit plans and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Company shall have the right to

amend or delete any such benefit plan or arrangement made available by the Company to its senior executives and not otherwise specifically provided for herein. Executive shall also be entitled to such supplemental benefits as are agreed upon by Executive and the Company from time to time.

(d)    Expenses. The Company shall reimburse Executive for reasonable business entertainment expenses and any other out-of-pocket business expenses incurred in connection with the performance of his duties hereunder, subject to (i) such policies as the Company may from time to time establish, and (ii) Executive furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures. Executive shall be reimbursed for first class air travel for business travel between New York, New York and the Company’s offices in Alviso, California. Executive shall be reimbursed pursuant to the Company’s standard travel policies for other business travel, provided that Executive shall be reimbursed for first class air travel if Executive determines reasonably and in good faith that such travel is appropriate. For the avoidance of doubt, the Company shall not reimburse Executive for the personal expenses of Executive or Executive’s family.

(e)    Paid Time Off; Vacation. Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided under the Company’s PTO policy and as otherwise provided for senior executive officers, which shall in any event be no less than four (4) weeks per year.

(f)    Stock Awards. Stock Awards shall include any and all Stock Awards granted to Executive (I) prior to the Fourth Restatement Effective Date as set forth on Exhibit A attached hereto, (II) as set forth in Sections 4(f)(i) and (ii) below and (III) between the Fourth Restatement Effective Date and Executive’s Date of Termination not otherwise referenced herein. Such Stock Awards are subject to the terms and conditions of the applicable stock plan and award agreements pursuant to which such Stock Awards were granted to the extent such provisions are not less favorable to Executive than the applicable provisions of this Agreement and the Change of Control Agreement.

(i)    Future Restricted Stock Awards. Subject to Sections 4(f)(iv) and 5 below, Executive shall be granted an award of restricted shares of the Company’s capital stock (the “Restricted Stock”) for each of fiscal year 2014 and fiscal year 2015 as follows:

For fiscal years 2014 and 2015, Executive shall be granted an award of Restricted Stock with respect to 550,000 shares of Company common stock and 600,000 shares of Company common stock, respectively, (in each case, as equitably adjusted for stock splits, consolidations and/or other events affecting Company common stock as provided in the applicable equity plan) on or as soon as administratively practicable after the commencement of the applicable fiscal year, but in any event no later than ninety (90)

days following the start of the applicable fiscal year (collectively, the “Future Restricted Stock Awards”), subject to Executive’s continuous service to the Company through the applicable grant date. The vesting of at least fifty percent (50%) of the shares subject to each of the Future Restricted Stock Awards granted shall be based on the achievement of performance goals to be mutually agreed upon by the Board and Executive. The Future Restricted Stock Awards shall be subject to the applicable provisions of this Agreement, the terms and conditions of the plan pursuant to which they are granted and an award agreement to be entered into between Executive and the Company evidencing such Future Restricted Stock Award to the extent such provisions are not less favorable to Executive than the applicable provisions of this Agreement and the Change of Control Agreement.

(ii)    Restricted Stock Units. Subject to Sections 4(f)(iv) and 5 below, for each of fiscal years 2014 and 2015, Executive shall be granted an award of 75,000 cash-settled restricted stock units (in each case as equitably adjusted for stock splits, consolidations and/or other events affecting Company common stock as provided in the applicable equity plan) (the “RSUs”) on or as soon as administratively practicable after the commencement of the applicable fiscal year, but in any event no later than ninety (90) days following the start of the applicable fiscal year, subject to Executive’s continuous service to the Company through the applicable grant date. Each award of RSUs shall vest with respect to 1/3^rd of the total number of RSUs on each anniversary of the date of grant, such that the RSUs shall be fully vested on the third (3^rd) anniversary of the date of grant, subject to Executive’s continuous service to the Company through the applicable vesting date. Each award of RSUs shall be subject to the applicable provisions of this Agreement, the terms and conditions of the plan pursuant to which they are granted and an award agreement to be entered into between Executive and the Company evidencing such RSUs.

(iii)    In the event of a Change of Control, the vesting schedule of any outstanding Restricted Stock granted on April 3, 2012, any Future Restricted Stock Awards and any other equity-based award that contain provisions making the vesting of, or lapse of restrictions with respect to, such award contingent upon the attainment of one or more performance goals that are not satisfied on or before the date of such Change of Control (collectively, the “Performance-Vesting Awards”) shall automatically convert into time-based vesting upon the consummation of such Change of Control, such that each outstanding Performance-Vesting Award shall vest and any restrictions thereupon shall lapse with respect to 1/4^th of the total number of shares of Company common stock subject to such Performance-Vesting Award on each anniversary of the applicable date of grant, whereby such Performance-Vesting Award shall be fully vested and all restrictions thereupon shall lapse on the fourth (4^th) anniversary of the

applicable date of grant, subject to Executive’s continuous service to the Company through the applicable vesting date.

(iv)    In the event that, following the Fourth Restatement Effective Date, Executive elects to have the Company engage a full-time replacement Chief Executive Officer so that Executive may be elected Chairman of the Board, the vesting of Executive’s Stock Awards described in this Section 4 shall be automatically adjusted so that (A) the time-based vesting period of such Stock Awards shall be extended to twice the length of the remaining vesting period at the time of such role conversion (performance-based vesting shall be unaffected) and (B) the number of Stock Awards vesting on each time-based vesting date during the extended vesting period shall be proportionately adjusted to reflect such extension (performance-based vesting shall be unaffected), it being understood that such changes shall be implemented so that one hundred percent (100%) of the Stock Awards will vest by the end of the revised vesting schedule. Except as set forth in the immediately preceding sentence, Executive’s change in status from President and Chief Executive Officer shall have no adverse effect on his Stock Awards provided Executive continues to be a member of the Board.

(v)    In addition to the Stock Awards described in this Section 4(f), Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company and shall be eligible to be considered for annual grants of equity awards. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

(g)    New York Office. The Company shall continue to maintain an office in New York, New York for Executive’s use in connection with his performance of services for the Company pursuant to this Agreement, at the location which the Company and Executive have previously agreed on for such office. Following the Fourth Restatement Effective Date, the New York office may be relocated by the Company to any location reasonably satisfactory to Executive.

(h)    Executive Assistant. During the Employment Period, the Company shall either pay directly or reimburse Executive or TRget Media LLC for the reasonable costs of providing Executive administrative support through the services of his current executive assistant as of the Fourth Restatement Effective Date, including without limitation reimbursement for coach class airfare for such executive assistant for travel between New York, New York and Alviso, California, as well as the reasonable cost of hotel accommodations incurred by such executive assistant during such trip or as needed in New York, New York, at such hotels as may be mutually agreed upon be the Company and Executive. The parties agree that the current compensation and benefits costs of Executive’s executive assistant are reasonable.

5.    Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 5:

(a)    At-Will Employment; Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive.

(b)    Termination by Death, For Cause or Disability, Voluntary Resignation Without Good Reason. If Executive’s employment with the Company is terminated by reason of Executive’s death, by the Company for Cause or Disability, or by Executive other than for Good Reason, the Corporation shall pay Executive (or his estate) his full base salary, when due, through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation), and the Company shall have no further obligations to Executive (or his estate) under this Agreement. In addition, if Executive’s employment with the Company is terminated by the Company for Cause, or by Executive other than for Good Reason, all vesting of Executive’s unvested Stock Awards previously granted to him by the Company shall cease and none of such unvested Stock Awards shall be exercisable following the Date of Termination. If Executive’s employment with the Company is terminated by reason of Executive’s death or by the Company for Disability, Executive’s unvested Stock Awards as of the Date of Termination, other than the Performance-Vesting RSUs, shall immediately vest with respect to 100% of the shares of Company’s common stock subject thereto and, to the extent applicable, remain exercisable for the balance of their original term. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(c)    Termination Without Cause or Voluntary Resignation for Good Reason.

(i)    Termination Apart From Change of Control. If Executive’s employment is terminated (A) by the Company other than for Cause or Disability or (B) by Executive for Good Reason, and such termination is not a Payment Termination (as defined in that certain Third Amended and Restated Change of Control Terms and Conditions dated as of even date herewith, as may be amended from time to time, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference (the “Change of Control Agreement”)), and provided further that the termination of employment constitutes a “separation

from service” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), then, subject to Section 5(d), in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company or by law, Executive shall be entitled to receive the benefits provided below:

(A)    the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation);

(B)    Executive shall be entitled to receive an amount equal to two (2) times Executive’s annual base salary (without giving effect to any reductions thereto), payable in three (3) equal installments as follows: (1) one-third (1/3) shall be paid on the date sixty (60) days after the Date of Termination, (2) one-third (1/3) shall be paid on the date that is six (6) months following the Date of Termination, and (3) one-third (1/3) shall be paid on the date that is twelve (12) months following the Date of Termination; provided, however, that any amount described in this Section 5(c)(i)(B) that would be unpaid at the end of the calendar year in which the first installment of this Section 5(c)(i)(B) is first payable shall be paid in a cash lump sum no later than December 31 of such calendar year.

(C)    for the period beginning on the Date of Termination and ending on the date which is the earlier of (1) the date Executive obtains substantially similar coverage due to subsequent employment or (2) the date which is twenty-four (24) full months following the Date of Termination, the Company shall continue in effect at Company cost each health and welfare coverage of Executive and/or his covered dependents on the same terms and conditions in effect prior to Executive’s Date of Termination;

(D)    (1) except for the performance-based restricted stock units awarded on February 17, 2009, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards (including, without limitation, any Stock Awards held by Executive that contain provisions making the vesting of, or lapse of restrictions with respect to, such awards contingent upon the attainment of one or more performance goals) shall be automatically accelerated on the Date of Termination as to one hundred percent (100%) of such unvested Stock Awards and (2) Executive shall be permitted to exercise each of his outstanding vested Stock Awards as of the Date of Termination (including any Stock Awards required to be vested

in connection with Executive’s termination of employment) for the remainder of the original term of such Stock Award. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award;

(E)    with respect to any Restricted Stock provided in Section 4(f)(i) or any RSUs provided in Section 4(f)(ii) that has not been awarded to Executive as of the Date of Termination, Executive shall be entitled to a cash payment in an amount calculated by multiplying the number of shares underlying the Restricted Stock and/or RSUs that have not been granted by the closing trading price of the Company’s common stock on the Date of Termination of such Restricted Stock and/or RSUs that have not been granted, which such cash payment shall be payable on sixtieth (60^th) day following the Date of Termination; and

(F)    Executive shall be entitled to receive an amount equal to two (2) times Executive’s target annual bonus for the fiscal year in which Executive’s employment terminates payable in a single lump sum on the 60^th day following Executive’s Date of Termination and, upon attainment of the performance criteria with respect to Executive’s annual bonus for the fiscal year in which Executive’s employment terminates, a pro rated portion of such annual bonus based upon the actual number of days worked by Executive during such fiscal year, payable in a single lump sum when bonuses for such fiscal year are paid to the Company’s executives generally (but in no event later than two and one-half months following the end of such fiscal year).

(ii)    Termination In Connection With a Change of Control. If Executive incurs a Payment Termination (as defined in the Change of Control Agreement), then Executive shall be entitled to receive the benefits provided in the Change of Control Agreement; provided that if any benefit that would otherwise be provided pursuant to Section 5(c)(i) is more favorable to Executive than that provided under the Change of Control Agreement, Executive shall be entitled to receive the more favorable benefit.

(d)    Release. As a condition to Executive’s receipt of any benefits described in this Section 5(c) (other than the benefits described in Section 5(c)(i)(A)), Executive shall be required to execute a Release in the form attached hereto as Exhibit C (the “Release”) no later than fifty (50) days following the Date of Termination and must not revoke the Release during any period permitted under applicable law.

(e)    Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of

Executive’s employment shall cease upon such termination. In the event of a termination of Executive’s employment with the Company, Executive’s sole remedy shall be to receive the payments and benefits described in this Section 5. In addition, Executive acknowledges and agrees that he is not entitled to any reimbursement by the Company for any taxes payable by Executive as a result of the payments and benefits received by Executive pursuant to this Section 5, including, without limitation, any excise tax imposed by Section 4999 of the Code.

(f)    No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by Executive as the result of employment by another employer or self-employment or by retirement benefits, by offset against any amounts (other than loans or advances to Executive by the Company) claimed to be owed by Executive to the Company, or otherwise.

(g)    Return of the Company’s Property. If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his offices prior to or on the effective Date of Termination and to cease all activities on the Company’s behalf. Upon the termination of his employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records containing Confidential Information (as defined below) and all other property belonging to the Company, it being distinctly understood that all such lists, books and records containing Confidential Information are the property of the Company. If Executive’s employment is terminated for any reason and the Company’s New York, New York office is still maintained at its initial location as of the Fourth Restatement Effective Date, the Company and Executive shall use commercially reasonable efforts to terminate any lease or office sharing arrangement with respect to such office and to return ownership and/or use of such location to Executive, as appropriate, upon his request.

6.    Certain Covenants.

(a)    Noncompetition. Except as may otherwise be approved by the Board, during the term of Executive’s employment, Executive shall not have any ownership interest (of record or beneficial) in, or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any entity which are traded on any national securities exchange if Executive

(x) is not a controlling person of, or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own five percent (5%) or more of any class of securities of any such entity.

(b)    Confidentiality. Executive hereby agrees that, other than as Executive determines in good faith is necessary or appropriate in the discharge of his duties hereunder, during the term of this Agreement and thereafter, he shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Executive further agrees that, upon termination of his employment with the Company, all Confidential Information in his possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company and shall not be retained by Executive or furnished to any third party, in any form except as provided herein; provided, however, that, this Section 6(b) shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to Executive, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by Executive, (iii) is lawfully disclosed to Executive by a third party, (iv) is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order Executive to disclose or make accessible any information, or (v) is related to any litigation, arbitration or mediation between the parties, including, but not limited to, the enforcement of this Agreement. As used in this Agreement, the term “ConfidentialInformation” means: confidential information disclosed to Executive or known by Executive as a consequence of or through Executive’s relationship with the Company about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Company and its affiliates. Nothing herein shall limit in any way any obligation Executive may have relating to Confidential Information under any other agreement with or promise to the Company.

(c)    Non-Solicitation. Executive hereby agrees that, for the eighteen (18) month period immediately following the Date of Termination, Executive shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company; provided, however, that (i) a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 6(c), and (ii) it shall not be a violation of this Section 6(c) for Executive to directly or indirectly solicit the employment of, or to hire, his current executive assistant.

(d)    Survival; Reformation. The provisions of this Section 6 shall survive the termination or expiration of this Agreement and Executive’s employment with the Company and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 6 is excessive in duration or scope or is unreasonable or unenforceable under the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.

(e)    Equitable Relief. In the event that Executive shall breach or threaten to breach any of the provisions of this Section 6, in addition to and without limiting or waiving any other remedies available to the Company in law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 6. Executive acknowledges that it is impossible to measure in money the damages that the Company will sustain in the event that Executive breaches or threatens to breach the provisions of this Section 6 and, in the event that the Company shall institute any action or proceeding to enforce such provisions seeking injunctive relief, Executive hereby waives and agrees not to assert and shall not use as a defense thereto the claim or defense that the Company has an adequate remedy at law. The foregoing shall not prejudice the right of the Company to require Executive to account for and pay over to the Company the amount of any actual damages incurred by the Company as a result of such breach.

7.    Insurance. The Company shall have the right to take out life, health, accident, “key-man” or other insurance covering Executive, in the name of the Company and at the Company’s expense in any amount deemed appropriate by the Company. Executive shall assist the Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies (as well as any action to comply with all applicable provisions of Code Section 101(j), relating to employer-owned life insurance contracts, as may be necessary in order for the proceeds of the key-man life insurance policy to qualify for the exclusion from gross income under Code Section 101(a)).

8.    Arbitration; Dispute Resolution, Etc.

(a)    Arbitration Procedures. Except as set forth in Section 6, any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, Executive and the Company shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event Executive and the Company cannot agree on an arbitrator, the Administrator of JAMS/Endispute will

appoint an arbitrator. Neither Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof.

(b)    Expenses; Legal Fees. The Company shall pay, or reimburse Executive for, all administrative fees and costs, and all arbitrator’s fees and expenses incurred by Executive in connection with any Dispute arising out of or related to this Agreement. The Company shall pay, or reimburse Executive for, all expenses and reasonable attorney’s fees incurred by Executive in connection with any Dispute arising out of or relating to this Agreement or the interpretation thereof with respect to which Executive prevails. In addition, the Company shall pay Executive’s reasonable attorney’s fees incurred in connection with negotiating and documenting this Agreement and all other agreements related to Executive’s employment by the Company.

9.    General Relationship. Executive shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations including, but not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

10.    Miscellaneous.

(a)    Entire Agreement. This Agreement, the Change of Control Agreement, the Plans and the Stock Award agreements referenced herein set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including without limitation, the Prior Agreement, any prior severance agreements, any contrary or limiting provisions in any Company equity compensation plan that certain Vice Chairman Employment Agreement dated as of October 6, 2004, between Executive and the Company and the Prior Agreement; provided, however, that the parties agree that all options to purchase Company common stock held by Executive immediately prior to the Original Effective Date shall remain outstanding (unless such options are exercised by Executive or expire by their own terms) during the period Executive is employed by the Company or serving as a member of the Board. Any of Executive’s rights hereunder shall be in addition to any rights Executive may otherwise have under benefit plans or agreements of the

Company (other than severance plans or agreements) to which Executive is a party or in which Executive is a participant, including, but not limited to, any Company sponsored employee benefit plans and stock option plans. The provisions of this Agreement shall not in any way abrogate Executive’s rights under such other plans and agreements. In addition, this Agreement shall not limit in any way any obligation Executive may have under any other agreement with or promise to the Company relating to employee confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property.

(b)    Assignment; Assumption by Successor.

(i)    The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. Unless expressly provided otherwise, “Company” as used herein shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid.

(ii)    None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

(iii)    This Agreement shall inure to the benefit of and be enforceable by Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

(c)    Survival. The covenants, agreements, representations and warranties contained in or made in Sections 5, 6, 8, 10 and 12(o) of this Agreement shall survive any termination of Executive’s employment or any termination of this Agreement. In addition, Executive’s right to terminate his employment for Good Reason and the

Company’s obligations under this Agreement in the event of Executive’s voluntary resignation for Good Reason shall survive any actual or purported termination of this Agreement by the Company for a reason other than Cause or Executive’s Disability.

(d)    Third-Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.

(e)    Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party’s rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.

(f)    Section Headings. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

(g)    Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the Board:

TiVo Inc.

2160 Gold Street

P.O. Box 2160

Alviso, California 95002-2160

Attention: Secretary

If to Executive:

Thomas S. Rogers

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

(h)    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(i)    Governing Law and Venue. This Agreement is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Except as provided in Sections 6 and 8, any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

(j)    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(k)    Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.

(l)    Withholding and other Deductions. All compensation payable to Executive hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.

(m)    Code Section 409A.

(i)    Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Corporation at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Separation from Service with the Corporation or (B) the date of Executive’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10(m)(i) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive each installment payment (the “Installment Payments”) shall be treated as a right to receive a series of separate payments and, accordingly, each Installment Payment shall at all times be considered a separate and distinct payment.

(ii)    In addition, any reimbursements payable to Executive pursuant to this Agreement shall be paid in a timely manner to Executive, but in no event later

than December 31 of the year following the year in which the cost was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

(n)    Indemnification. During the Employment Period, Executive shall be entitled to enter into an Indemnification Agreement in the form filed by the Company with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-83515).

(o)    Amendment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

EXECUTIVE                  TIVO INC.

/s/ Thomas Rogers    /s/ Heidi Roizen    

Thomas Rogers    By: Heidi Roizen

Title:    Director

/s/ Alan C. Mendelson    

By: Alan C. Mendelson

Title: Assistant Secretary

[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

Exhibit 10.2

EXHIBIT A

PRIOR STOCK AWARDS

Grant Date	Grant Type	# of Shares Underlying Grant	Exercise or Purchase Price	Vesting Schedule
07/14/1999	NQ	20,000	$8.50	Fully vested, no shares outstanding
09/26/2003	NQ	20,000	$7.40	Fully vested
03/29/2004	NQ	30,000	$9.05	Fully vested
10/11/2004	NQ	29,672	$6.74	Fully vested
10/11/2004	NQ	220,328	$6.74	Fully vested
07/01/2005	NQ	923,315	$6.52	Fully vested
07/01/2005	SSR	1,000,000	$6.52	Fully vested
07/01/2005	RSA	350,000	$0.00	Fully vested, no shares outstanding
07/01/2005	ISO	76,685	$6.52	Fully vested
07/17/2006	NQ	384,640	$6.51	Fully vested
07/17/2006	ISO	15,360	$6.51	Fully vested
03/21/2007	ISO	16,181	$6.18	Fully vested, no shares outstanding
03/21/2007	NQ	283,819	$6.18	Fully vested
03/21/2007	ISO	1	$6.18	Fully vested
03/21/2007	NQ	399,999	$6.18	Fully vested
03/21/2007	NQ	150,000	$6.18	Fully vested
03/21/2007	NQ	150,000	$6.18	Fully vested
03/26/2008	NQ	500,000	$8.94	Fully vested
02/17/2009	RSU	700,000	$0.00	Four annual installments of 1/6, 1/6, 1/3, and 1/3
02/17/2009	RSU	300,000	$0.00	Performance-based vesting
02/22/2011	RSA	200,000	$0.00	Annual 4 year vesting
02/22/2011	PSA	74,250	$0.00	Performance-based vesting
02/22/2011	PSA	150,750	$0.00	Performance-based vesting
04/03/2012	RSA	250,000	$0.00	Annual 3 year vesting
04/03/2012	PSA	250,000	$0.00	Performance-based vesting
04/03/2012	RSU	75,000	$0.00	Annual 3 year vesting

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Exhibit 10.2

EXHIBIT B

CHANGE OF CONTROL AGREEMENT

[Attached]

SV\897972.6

EXHIBIT C

GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”) is entered into as of this day of , 20, between (“Executive”), and TiVo Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”), effective eight (8) days after Executive’s signature (the “Release Effective Date”), unless Executive revokes his or her acceptance as provided in Paragraph 3(c), below.

WHEREAS, Executive and the Company are parties to that certain Fourth Amended and Restated Employment Agreement dated as of ___________, 2012 (the “Employment Agreement”);

WHEREAS, Executive and the Company are parties to that certain Third Amended and Restated Change of Control Agreement dated as of ___________, 2012 (the “Change of Control Agreement”);

WHEREAS, Executive’s employment with the Company terminated effective as of ____________, 20, (the “Termination Date”);

WHEREAS, the Parties agree that the termination of Executive’s employment has triggered severance payments and benefits to Executive under Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, subject to Executive’s execution and non-revocation of this Release; and

WHEREAS, the Company and Executive now wish to document the termination of Executive’s employment with the Company and to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance payments and benefits to be made available to Executive pursuant to Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1.    Termination of Positions as Officer and Employment. Executive’s positions as an officer and employee of the Company are terminated effective as of the Termination Date.

2.    Severance Payments and Benefits. Subject to Executive’s execution and non-revocation of this Release, Executive shall receive payments, severance benefits and benefits as described in Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable.

3.    General Release of Claims by Executive.

(a)    Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates,

SV\897972.6

related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, etseq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 etseq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 etseq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, etseq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, etseq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, etseq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 etseq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 etseq.; The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 etseq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, etseq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i)    Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii)    Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii)    Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA;

(iv)    Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated ______________ between Executive and the Company;

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(v)    Claims based on any right Executive may have to enforce the Company’s executory obligations under the Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and

(vi)    Claims Executive may have to vested or earned compensation and benefits.

(b)    EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“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.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c)    Older Worker’s Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, etseq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release:

(i)    This paragraph, and this Release are written in a manner calculated to be understood by him.

(ii)    The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release.

(iii)    This Release provides for consideration in addition to anything of value to which he is already entitled.

(iv)    Executive has been advised to consult an attorney before signing this Release.

(v)    Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.

(vi)    Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of

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Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement.

If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7^th ) day after the date on which he signs this Release.

4.    No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees, or any of them. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive; provided, however, that this sentence shall not apply with respect to a claim challenging the validity of this general release with respect to a claim under the Age Discrimination in Employment Act, as amended.

5.    Confidential Information; Return of Company Property. Executive hereby certifies that he has complied with Section 5(g) of the Employment Agreement.

6.    Paragraph Headings. The headings of the several paragraphs in this Release are inserted solely for the convenience of the Parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

7.    Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the Board:

TiVo Inc.

2160 Gold Street

P.O. Box 2160

Alviso, California 95002-2160

Attention: Secretary

If to Executive:

Thomas S. Rogers

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of

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actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

8.    Severability. The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall remain in full force and effect.

9.    Governing Law and Venue. This Release is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

10.    Counterparts. This Release may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

11.    Construction. The language in all parts of this Release shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Release or any part thereof.

12.    Entire Agreement. This Release, the Employment Agreement and the Change of Control Agreement set forth the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the Parties in respect of the subject matter contained herein.

13.    Amendment. No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board of Directors of the Company.

14.    Understanding and Authority. The Parties understand and agree that all terms of this Release are contractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

(Signature Page Follows)

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE                  TIVO INC.

Thomas Rogers    By:

Title:     

[SIGNATURE PAGE TO RELEASE]

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EX-10.3

Third Amended and Restated

Change of Control

Terms and Conditions

TiVo Inc. (the “Corporation”) considers it essential to the best interests of its shareholders to foster the continuous employment of the Corporation’s key management personnel. In this regard, the Corporation’s Board of Directors (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Corporation may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders.

The Board has decided to reinforce and encourage the continued attention and dedication of members of the Corporation’s management, including yourself, to their assigned duties without the distraction arising from the possibility of a change in control of the Corporation.

In order to induce you to remain in its employ, the Corporation hereby agrees that after this letter agreement (this “Agreement”) has been fully executed, you shall receive the severance benefits set forth in this Agreement in the event that your employment with the Corporation is terminated under the circumstances described below in anticipation of or subsequent to a Change in Control (as defined below).

Upon the Effective Date (as defined below), this Agreement shall supersede in its entirety that certain Second Amended and Restated Change of Control Terms and Conditions agreement entered into between you and the Corporation effective September 16, 2008 (the “Prior Agreement”) which shall terminate and be of no further effect as of the Effective Date. You understand and agree that upon the Effective Date, the Corporation shall have no liability, and you shall have no rights to any payments whatsoever, under the Prior Agreement.

1.    Term of Agreement. This Agreement shall commence on September 13, 2012 (the “Effective Date”) and shall continue in effect until the earlier of its termination by mutual written consent of you and Corporation or the date all payments or benefits required to be made or provided hereunder have been made or provided in their entirety.

2.    Change in Control. No benefits shall be payable hereunder unless there has been a Change in Control. For purposes of this Agreement, a “Change in Control” shall mean:

(i)    a dissolution or liquidation of the Corporation;

(ii)    a sale of all or substantially all of the assets of the Corporation;

(iii)    a sale by the stockholders of the Corporation of the voting stock of the Corporation to another corporation or its subsidiaries that results in the ownership by such corporation and/or its subsidiaries of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Corporation entitled to vote;

(iv)    a merger or consolidation involving the Corporation in which the Corporation is not the surviving corporation or a merger or consolidation of a subsidiary of the Corporation and in which, in either case, beneficial ownership of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of members of the Board of Directors (“Directors”) has changed;

(v)    a reverse merger in which the Corporation is the surviving corporation but the shares of the Corporation’s Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors has changed;

(vi)    an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or subsidiary of the Corporation or other entity controlled by the Corporation) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors; or

(vii)    for any reason during any period of two (2) consecutive years (not including any period prior to the Effective Date) a majority of the Board is constituted by individuals other than (1) individuals who were directors immediately prior to the beginning of such period, and (2) new directors whose election or appointment by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors immediately prior to the beginning of the period or whose election or nomination for election was previously so approved.

3.    Termination in Anticipation of or Following Change in Control.

(i)    General. If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided in Section 4(ii) if your employment is terminated within the thirteen (13) month period immediately following the date of such Change in Control (a) by the Corporation other than for Cause or Disability (each as defined below), or (b) by you for Good Reason (as defined below), provided that the termination of your employment constitutes a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”); a termination of your employment under the circumstances described in this sentence is sometimes hereinafter referred to as a “Payment Termination”. Notwithstanding anything contained herein, if your employment is terminated during the period commencing on the public announcement of

a transaction which if consummated will constitute a Change in Control and ending on the date of consummation of such Change in Control either by the Corporation other than for Cause or Disability or by you for Good Reason, and if such termination (1) was at the request of a third party effecting the Change in Control or (2) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement you shall be deemed to have incurred a Payment Termination immediately after the actual occurrence of the Change in Control if the Change in Control constitutes a change in the ownership or effective control of the Corporation or a change in the ownership of a substantial portion of the assets of the Corporation, as described in Treasury Regulation Section 1.409A-3(i)(5); provided, however that nothing herein shall extend the period within which any option to purchase the Corporation’s capital stock that you hold may be exercised following your termination of employment in such a manner as to result in adverse tax consequences to you under Section 409A of the Code. Except as described in the preceding sentence, in the event that your employment with the Corporation is terminated for any reason and subsequently a Change in Control occurs, you shall not be entitled to any benefits hereunder. In the event that you are entitled to the benefits provided in Section 4(ii), such benefits shall be paid notwithstanding the subsequent expiration of the term of this Agreement. Notwithstanding the foregoing, if your employment is terminated in a Payment Termination, if any benefit or payment that would otherwise be provided to you pursuant to Section 4(f) or Section 5 of the Employment Agreement but for your termination being a Payment Termination is more favorable to you than that to which you would be entitled under this Agreement, you shall be entitled to receive the more favorable benefit or payment.

(ii)    Death or Disability. Your employment with the Corporation shall terminate automatically upon your death. The Corporation may terminate your employment for Disability, but only if that Disability continues through the Date of Termination (as hereinafter defined). For purposes of this Agreement, “Disability” shall mean your absence from the full-time performance of your duties with the Corporation for one hundred eighty (180) consecutive days by reason of your physical or mental illness.

(iii)    Cause. The Corporation may terminate your employment for Cause. For purposes of this Agreement, “Cause” shall mean (a) your willful and continued failure to substantially perform your duties with the Corporation (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (b) your willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that are not inconsistent with your position as President and Chief Executive Officer of the Corporation (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance

of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (c) your willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Corporation, or (d) your conviction of, or entry by you of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 3(iii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith.

(iv)    Good Reason. You may terminate your employment with the Corporation for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, after a Change in Control, of any one or more of the following events without your prior written consent, unless the Corporation fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:

(a)    Your removal from your position as Chief Executive Officer or President of the Corporation for any reason other than for Cause or your Disability;

 (b)    (i) any change in reporting relationship such that you no longer report to the Board of Directors of the Corporation (or, if the Corporation has a parent company, to the Board of Directors of the ultimate parent of the Corporation) or (ii) any reduction in the nature and scope of your authorities, duties, and responsibilities from their level in effect immediately prior to such Change in Control (for this purpose, if the Corporation ceases to be a publicly-traded corporation, you will be deemed to have suffered such a reduction in the nature and scope of your authorities, duties, and responsibilities unless you are offered a position as Chief Executive Officer of a publicly-traded parent of the Corporation).

(c)    the Corporation’s reduction of your annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time;

(d)    the Corporation’s failure to maintain a suitable and appropriate office in New York, New York or the Corporation’s discontinuance of its agreement to reimburse you for first class air travel for travel between New York, New York and the Corporation’s offices in Alviso, California;

(e)    the Corporation’s failure to pay to you any portion of your then current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Corporation, in each case within seven (7) days of the date such compensation is due;

(f)    the Corporation’s failure to continue in effect compensation and benefit plans which provide you with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, to the benefits provided to you under the Corporation’s compensation and benefit plans and practices immediately prior to the Change in Control;

(g)    the Corporation’s failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof;

(h)    the Corporation requiring you to relocate your primary residence from New York;

(i)    any purported modification of this Agreement by the Corporation or any termination of your employment by the Corporation for any reason other than for Cause or your Disability;

(j)    the Corporation’s providing notice to you pursuant to Section 1 above that it does not wish to extend the term of this Agreement; or

(k)    the Corporation’s material breach of any provision of your employment agreement with the Corporation.

Your right to terminate your employment pursuant to this Section 3(iv) shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v)    Notice of Termination. Any purported termination of your employment by the Corporation or by you (other than termination due to your death, which shall terminate your employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 6. For purposes of this Agreement, “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi)    Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean (a) if your employment is terminated due to your death, the date of your death; (b) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full time performance of your duties during such thirty (30) day period), and (c) if your employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Corporation without Cause shall not be less than thirty (30) days from the date such Notice of

Termination is given, and in the case of a termination by you for Good Reason shall not be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).

4.    Compensation Upon Termination.

(i)    If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other than for Good Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due (including, without limitation, all accrued and unused vacation), and the Corporation shall have no further obligations to you under this Agreement.

(ii)    If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Corporation or by law, you shall be entitled to the benefits provided below:

(a)    the Corporation shall pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due (including, without limitation, all accrued and unused vacation);

(b)    the Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of the following:

(A)    one hundred percent (100%) of the greater of (x) your monthly base salary as in effect immediately prior to delivery of the Notice of Termination multiplied by twenty-four (24) or (y) your monthly base salary as in effect immediately prior to the Change in Control multiplied by twenty-four (24); and

(B)    two hundred percent (200%) of the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, as if the bonus goals are satisfied;

(c)    you shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any stock options, stock appreciation rights, restricted stock, restricted stock units and such other awards granted pursuant to the Corporation’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof that you then

hold (including without limitation any stock options, restricted stock units or restricted shares of the Corporation’s capital stock held by you that contain provisions making the vesting of, or lapse of restrictions with respect to, such awards contingent upon the attainment of one or more performance goals) and you shall be permitted to exercise each of your outstanding vested stock options or stock appreciation rights (or similar equity compensation awards) for the remainder of the original term of such stock option, stock appreciation right or similar award. The foregoing provisions are hereby deemed to be a part of each stock option, stock appreciation right, restricted stock and such other award granted pursuant to the Corporation’s stock option and equity incentive award plans or agreements and to supersede any less favorable provision in any agreement or plan regarding such award;

(d)    with respect to any Restricted Stock (as defined in that certain Fourth Amended and Restated Employment Agreement dated as of even date herewith (the “Employment Agreement”)) provided in Section 4(f)(i) of the Employment Agreement or any RSUs (as defined in the Employment Agreement) provided in Section 4(f)(ii) of the Employment Agreement that has not been awarded to you as of the date of the Payment Termination, the Corporation shall, at the time specified in Section 4(iii), pay you in cash an amount calculated by multiplying the number of shares underlying the Restricted Stock and/or RSUs that have not been granted by the closing trading price of the Company’s common stock on the date of Payment Termination;

(e)    for the period beginning on the date of the Payment Termination and ending on the earlier of (i) the date which is twenty-four (24) full months following the date of the Payment Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Corporation shall pay for and provide you and your dependents with the same medical benefits coverage to which you would have been entitled had you remained continuously employed by the Corporation during such period. In the event that you are ineligible under the terms of the Corporation’s benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage through other sources. At the termination of the benefits coverage under the first sentence of this Section 4(ii)(e), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by (or applicable pursuant to) such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; and

(f)    the Corporation shall furnish you for six (6) years following the date of the Payment Termination (without reference to whether the term of this Agreement continues in effect) with directors’ and officers’ liability insurance

insuring you against insurable events which occur or have occurred while you were a director or officer of the Corporation, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from time to time, provided, however, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than those in effect on the date hereof; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate of premium currently paid by the Corporation for such insurance, then the Corporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate.

(iii)    The payments provided for in Sections 4(ii)(b) and 4(ii)(d) shall be made on the sixtieth (60^th) day following the date of the Payment Termination.

(iv)    You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise.

(v)    As a condition to your receipt of any benefits described in Section 4(ii) hereof (other than the benefits described in Section 4(ii)(a)), you shall be required to execute a Release in the form attached hereto as Exhibit A (the “Release”) no later than fifty (50) days following the date of your Payment Termination and you must not revoke the Release during any period permitted under applicable law.

5.    Successors; Binding Agreement.

(i)    The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Corporation” as used herein shall mean the Corporation as defined in this Agreement and any successor to its business and/or assets as aforesaid.

(ii)    This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise

provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

6.    Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Corporation shall be directed to the attention of its Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7.    Parachute Payments.

(i)    Any provision of this Agreement to the contrary notwithstanding, if it is determined that you would be subject to the excise tax imposed by Section 4999 of the Code (a “Parachute Tax”), as a result of the receipt of any payment or other benefit that is considered to be a parachute payment under Section 280G of the Code (collectively, a “Payment”), then the Corporation will pay to you an additional payment or payments (a “Gross-Up Payment”) in an amount such that after payment of all federal, state and local income, employment, excise and penalty taxes, you are left with an amount equal to all taxes payable by you under Section 4999 of the Code applicable to the Payment and the Gross-Up Payment and all penalties and interest imposed with respect to such taxes. Notwithstanding the foregoing, you will not be entitled to a Gross-Up Payment in respect of any equity awards granted to you after January 31, 2015 (“Excluded Amounts”). For the sake of clarity, Excluded Amounts shall not include cash payments.

(ii)    At the time of an event giving rise to a Payment, you shall have the discretion to select either of the following:

(A)     the largest portion of the Payments that would result in no portion of the Excluded Amounts (after reduction) being subject to the Parachute Tax and no Gross-Up Payment; or

(B)     the entire Payment plus the Gross Up Payment described above.

If a reduction in the Payments is elected by you pursuant to the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payments being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (1) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit

for you as determined on an after-tax basis; (2) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.

(iii)    All determinations required to be made under this Section 7, including whether a Parachute Tax is payable by you and the amount of such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the nationally recognized firm of certified public accountants (the “Accounting Firm”) used by the Corporation as its auditors prior to the Change in Control (or, if such Accounting Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by the Corporation that is independent of the other person or entity involved in the Change in Control). For purposes of making the calculations required by this Section, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Accounting Firm shall be directed by the Corporation or you to submit its preliminary determination and detailed supporting calculations to both the Corporation and you within fifteen (15) calendar days after the date of the Change in Control or any other such time or times as may be requested by you or the Corporation.

(iv)    If the Accounting Firm determines that any Parachute Tax is payable by you in respect of any Payment other than an Excluded Amount, the Corporation shall pay the required Gross-Up Payment to you, or for your benefit, within five (5) business days after receipt of such determination and calculations (or, if later, the date of the Payment associated with such Parachute Tax), provided that in any event, such Gross-Up Payment shall be paid to you by the end of the calendar year next following the calendar year in which you remit the Parachute Tax.

(v)    If the Accounting Firm determines that no Parachute Tax is payable by you, it shall, at the same time as it makes such determination, furnish you with an opinion and supporting calculations that you have substantial authority not to report any Parachute Tax on your federal tax return. Any good faith determination by the Accounting Firm as to the amount of a Gross-Up Payment shall be binding upon you and the Corporation absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Corporation’s obligation to provide any required Gross-Up Payment that shall be due as a result of such contrary determination.

As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-

Up Payments that will not have been made by the Corporation should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts or fails to pursue its remedies pursuant to Section 7(vii)(a) hereof and you thereafter are required to make a payment of any Parachute Tax , you shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both you and the Corporation as promptly as possible. Any such Underpayment plus applicable interest and penalty taxes shall be promptly paid by the Corporation to you, or for your benefit, within five (5) business days after receipt of such determination and calculations.

(vi)    You and the Corporation shall each provide the Accounting Firm access to and copies of any books, records and documents in your possession reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 7(iii) hereof.

(vii)    The federal tax returns filed by you (or any filing made by a consolidated tax group which includes the Corporation) shall be prepared and filed on a basis consistent with the determination of the Accounting Firm with respect to the Parachute Tax payable by you. You shall make proper payment of the amount of any Parachute Tax, and at the request of the Corporation, provide to the Corporation true and correct copies (with any amendments) of the applicable sections of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Corporation, evidencing such payment. If prior to the filing of your federal income tax return, the Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced, you shall within five (5) business days pay to the Corporation the amount of such reduction.

(viii)    The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 7 shall be borne by the Corporation.

(ix)    The following provisions only apply to the Payments in respect of which the Company has an obligation to make a Gross-Up Payment and shall not apply to any Excluded Amount:

(a)    In the event that the Internal Revenue Service claims that any payment or benefit received by you from the Corporation constitutes an “excess parachute payment” within the meaning of Code Section 280G(b)(1), you shall notify the Corporation in writing of such claim. Such notification shall be given as soon as practicable but not later than twenty (20) business days after you are informed in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30-day period following the date on which you give such notice to the Corporation (or such shorter period ending

on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies you in writing prior to the expiration of such period that it desires to contest such claim, you shall (I) give the Corporation any information reasonably requested by the Corporation relating to such claim; (II) take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation and reasonably satisfactory to you; (III) cooperate with the Corporation in good faith in order to effectively contest such claim; and (IV) permit the Corporation to participate in any proceedings relating to such claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for and against for any Parachute Tax or income tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(b)    The Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct you to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs you to pay such claim and sue for a refund or otherwise contest such claim, the Corporation shall advance the amount of such payment together with any reasonable legal fees or other expenses incurred by you in connection with such request to you on an interest-free basis, and shall indemnify and hold you harmless, on an after tax basis, from any Parachute Tax (or other tax including interest and penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if you are required to extend the statue of limitations to enable the Corporation to contest such claim, you may limit this extension solely to such contested amount. The Corporation’s control of the contest shall be limited to issues with respect to which a corporate deduction would be disallowed pursuant to Code Section 280G and you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Corporation without your consent if such position or resolution could reasonably be expected to adversely affect you unrelated to matters covered hereto.

(c)    If, after the receipt by you of an amount advanced by the Corporation in connection with the contest of the Parachute Tax claim, you receive any refund with respect to such claim, you shall promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto); provided, however, if the amount of that refund exceeds the amount advanced by the Corporation, you may retain such excess. If, after the receipt by you of an amount advanced by the Corporation in connection with a Parachute Tax claim, a determination is made that you shall not be entitled to any refund with respect to such claim and the Corporation does not notify you in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination such advance shall be deemed to be in consideration for services rendered after the date of your termination.

8.    Confidentiality and Non-Solicitation Covenants.

(i)    Confidentiality. You hereby agree that, other than as you determine in good faith is necessary or appropriate in the discharge of your duties to the Corporation, during the term of this Agreement and thereafter, you shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). You further agree that, upon termination of your employment with the Corporation, all Confidential Information in your possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Corporation and shall not be retained by you or furnished to any third party, in any form except as provided herein; provided, however, that this Section 8(i) shall not apply to Confidential Information that (a) was publicly known at the time of disclosure to you, (b) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Corporation by you, (c) is lawfully disclosed to you by a third party, (d) is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order you to disclose or make accessible any information, or (e) is related to any litigation, arbitration or mediation between the parties, including, but not limited to, the enforcement of this Agreement. As used in this Agreement, the term “Confidential Information” means: information disclosed to you or known by you as a consequence of or through your relationship with the Corporation about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Corporation and its affiliates. Nothing herein shall limit in any way any obligation you may have relating to Confidential Information under any other agreement with or promise to the Corporation.

(ii)    Non-Solicitation. You hereby agree that, for the eighteen (18) month period immediately following the Date of Termination, you shall not, either on your own

account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Corporation any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Corporation; provided, however, that (i) a general advertisement to which an employee of the Corporation responds shall in no event be deemed to result in a breach of this Section 7(ii), and (ii) it shall not be a violation of this Section 8(ii) for you to directly or indirectly solicit the employment of, or to hire, his current executive assistant.

(iii)    Survival; Reformation. The provisions of this Section 7 shall survive the termination or expiration of this Agreement and your employment with the Corporation and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 7 is excessive in duration or scope or is unreasonable or unenforceable under the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.

(iv)    Equitable Relief. In the event that you shall breach or threaten to breach any of the provisions of this Section 8, in addition to and without limiting or waiving any other remedies available to the Corporation in law or in equity, the Corporation shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 8. You acknowledge that it is impossible to measure in money the damages that the Corporation will sustain in the event that you breach or threaten to breach the provisions of this Section 8 and, in the event that the Corporation shall institute any action or proceeding to enforce such provisions seeking injunctive relief, you hereby waive and agree not to assert and shall not use as a defense thereto the claim or defense that the Corporation has an adequate remedy at law. The foregoing shall not prejudice the right of the Corporation to require you to account for and pay over to the Corporation the amount of any actual damages incurred by the Corporation as a result of such breach.

9.    Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to

refer to any successor provisions to such sections. Except as provided in Section 4(ii)(f) hereunder, any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Corporation under Section 4 shall survive the expiration of the term of this Agreement. The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.

10.    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

12.    Arbitration; Dispute Resolution, Etc.

(i)    Arbitration Procedures. Except as set forth in Section 8(iv), any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, you and the Corporation shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event you and the Corporation cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither you nor the Corporation nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof.

(ii)    Compensation During Dispute, Etc. Your compensation during any disagreement, dispute, controversy, claim, suit, action or proceeding (collectively, a “Dispute”) arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows:

If there is a termination of your employment with the Corporation followed by a Dispute as to whether you are entitled to the payments and other benefits provided under this Agreement, then, during the period of that Dispute the Corporation shall pay you fifty percent (50%) of the

amounts specified in Section 4(ii)(b) hereof, and the Corporation shall provide you with the other benefits provided in Section 4(ii) of this Agreement, if, but only if, you agree in writing that if the Dispute is resolved against you, you shall promptly refund to the Corporation all payments you receive under Section 4(ii)(b) of this Agreement plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly. If the Dispute is resolved in your favor, promptly after resolution of the Dispute the Corporation shall pay you all amounts which were withheld during the period of the Dispute plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly.

(iii)    Expenses; Legal Fees. The Corporation shall pay, or reimburse you for, all administrative fees and costs, and all arbitrator’s fees and expenses incurred by you in connection with any Dispute arising out of or related to this Agreement. The Corporation shall pay, or reimburse you for, all expenses and reasonable attorney’s fees incurred by you in connection with any Dispute arising out of or relating to this Agreement or the interpretation thereof with respect to which you prevail. In addition, the Corporation shall pay your reasonable attorney’s fees incurred in connection with negotiating and documenting this Agreement. Any reimbursements payable to you pursuant to this Section 12(iii) shall be paid to you no later than December 31 of the year following the year in which the cost was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Section 12(iii) will not be subject to liquidation or exchange for another benefit.

13.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior severance agreements, is hereby terminated and cancelled. Any of your rights hereunder shall be in addition to any rights you may otherwise have under benefit plans or agreements of the Corporation (other than severance plans or agreements) to which you are a party or in which you are a participant, including, but not limited to, any Corporation sponsored employee benefit plans and stock options plans. For the avoidance of doubt, this Agreement will supersede any provisions contained in the Corporation’s stock option plan or otherwise that would impose a “cut-back” under Section 280G of the Code. For the avoidance of doubt, Section 4(f)(iii) of the Employment Agreement shall not be superseded by the terms and conditions of this Agreement and shall continue to apply in accordance with its terms. The provisions of this Agreement shall not in any way abrogate your rights under such other plans and agreements. In addition this Agreement shall not limit in any way any obligation you may have under any other agreement with or promise to the Corporation relating to employee confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property.

14.    At-Will Employment. Nothing contained in this Agreement shall (i) confer upon you any right to continue in the employ of the Corporation, (ii) constitute any contract or

agreement of employment, or (iii) interfere in any way with the at-will nature of your employment with the Corporation.

15.    Code Section 409A. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Corporation at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of (a) the expiration of the six-month period measured from the date of your Separation from Service with the Corporation or (b) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 15 shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

[Signature page follows]

If this Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation a copy of this Agreement, which shall then constitute our agreement on this subject.

Sincerely,
TIVO INC.
By:	/s/ Heidi Roizen
Print Name:	Heidi Roizen
Title:	Director

Agreed and Accepted,

this 6th day of November, 2012.

/s/ Thomas S. Rogers

Thomas S. Rogers

[SIGNATURE PAGE TO CHANGE OF CONTROL TERMS AND CONDITIONS]

EXHIBIT A

GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”) is entered into as of this day of , 20, between (“Executive”), and TiVo Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”), effective eight (8) days after Executive’s signature (the “Release Effective Date”), unless Executive revokes his or her acceptance as provided in Paragraph 3(c), below.

WHEREAS, Executive and the Company are parties to that certain Fourth Amended and Restated Employment Agreement dated as of ___________, 2012 (the “Employment Agreement”);

WHEREAS, Executive and the Company are parties to that certain Third Amended and Restated Change of Control Agreement dated as of ______________, 2012 (the “Change of Control Agreement”);

WHEREAS, Executive’s employment with the Company terminated effective as of , 20  (the “Termination Date”);

WHEREAS, the Parties agree that the termination of Executive’s employment has triggered severance payments and benefits to Executive under Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, subject to Executive’s execution and non-revocation of this Release; and

WHEREAS, the Company and Executive now wish to document the termination of Executive’s employment with the Company and to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance payments and benefits to be made available to Executive pursuant to Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1.    Termination of Positions as Officer and Employment. Executive’s positions as an officer and employee of the Company are terminated effective as of the Termination Date.

2.    Severance Payments and Benefits. Subject to Executive’s execution and non-revocation of this Release, Executive shall receive payments, severance benefits and benefits as described in Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable.

3.    General Release of Claims by Executive.

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(a)    Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i)    Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii)    Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii)    Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA;

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(iv)    Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated between Executive and the Company;

(v)    Claims based on any right Executive may have to enforce the Company’s executory obligations under the Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and

(vi)    Claims Executive may have to vested or earned compensation and benefits.

(b)    EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“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.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c)    Older Worker’s Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release:

(i)    This paragraph, and this Release are written in a manner calculated to be understood by him.

(ii)    The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release.

(iii)    This Release provides for consideration in addition to anything of value to which he is already entitled.

(iv)    Executive has been advised to consult an attorney before signing this Release.

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(v)    Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.

(vi)    Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement.

If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7^th) day after the date on which he signs this Release.

4.    No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees, or any of them. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive; provided, however, that this sentence shall not apply with respect to a claim challenging the validity of this general release with respect to a claim under the Age Discrimination in Employment Act, as amended.

5.    Confidential Information; Return of Company Property. Executive hereby certifies that he has complied with Section 5(g) of the Employment Agreement.

6.    Paragraph Headings. The headings of the several paragraphs in this Release are inserted solely for the convenience of the Parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

7.    Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the Board:

TiVo Inc.

2160 Gold Street

P.O. Box 2160

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Alviso, California 95002-2160

Attention: Secretary

If to Executive:

Thomas S. Rogers

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

8.    Severability. The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall remain in full force and effect.

9.    Governing Law and Venue. This Release is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

10.    Counterparts. This Release may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

11.    Construction. The language in all parts of this Release shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Release or any part thereof.

12.    Entire Agreement. This Release, the Employment Agreement and the Change of Control Agreement set forth the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the Parties in respect of the subject matter contained herein.

13.    Amendment. No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by

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Executive and such officer of the Company as may be specifically designated by the Board of Directors of the Company.

 14.    Understanding and Authority. The Parties understand and agree that all terms of this Release are contractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

(Signature Page Follows)

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE	TIVO INC.
	By:
Print Name:	Print Name:
	Title:

[SIGNATURE PAGE TO RELEASE]

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EX-10.4

Exhibit 10.4

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into between James Barton, an individual (“Consultant”), and TiVo Inc., (the “Company”), effective as of March 16, 2012 (the “Effective Date”).

WHEREAS, the Consultant co-founded the Company and has been employed by the Company as Chief Technical Officer since its founding and has unique technical knowledge of the Company’s technology and intellectual property; and

WHEREAS, the Company wishes the Consultant to continue to perform services to the Company, and the Consultant wishes to continue to perform services to the Company.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1.Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a)Cause. “Cause” means, unless Consultant fully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) prior to the Date of Termination, (a) Consultant’s willful and continued failure to substantially perform his services to the Company (other than any such failure resulting from Consultant’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Consultant by the General Counsel, which demand specifically identifies the manner in which the General Counsel believes that Consultant has not substantially performed his services to the Company, (b) Consultant’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, (c) Consultant’s conviction of, or entry by Consultant of a guilty or no contest plea to, the commission of a felony involving moral turpitude, or (d) Consultant’s breach of the non-solicitation provisions of Section 7 or the non-disparagement provisions of Section 9 of this Agreement or any material breach of his confidential or proprietary information obligations to the Company. For purposes of this Section 1(b), no act, or failure to act, on Consultant’s part shall be deemed “willful” unless done, or omitted to be done, by him not in good faith. In the event of the proposed termination of Consultant’s consultancy for Cause arising under clause (d) above as a result of Consultant’s breach of the non-solicitation provisions of Section 7 that is not willful, the Consultant shall have at least 60 days to correct such breach following the Company’s notice of its intent to terminate Consultant’s consultancy for Cause, during which time Consultant shall be entitled to present to the General Counsel with the assistance of his legal counsel the basis, if any, for his belief and conclusion that he has not breached such non-solicitation provisions.

(b)    Change of Control. “Change of Control” means an event that triggers the stock vesting acceleration provisions under Change of Control agreements in place for

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executives at the Company with the title of Senior Vice President in effect at the time of the event constituting a Change of Control.

(c)    Date of Termination. “Date of Termination” means (i) if Consultant’s service to the Company under this Agreement is terminated due to his death, the date of his death; (ii) if Consultant’s service to the Company is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Consultant shall not have returned to the full time performance of his duties or services to the Company under this Agreement during such thirty (30) day period); and (iii) if Consultant’s service to the Company under this Agreement is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Company without Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by Consultant for Good Reason or by the Company for Cause shall not be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).

(d)    Disability.“Disability” means Consultant’s absence from the full-time performance of his services to the Company with the Company for six (6) consecutive months by reason of Consultant’s physical or mental illness.

(e)    General Counsel. “General Counsel” means the General Counsel of the Company.

(f)    Good Reason. “Good Reason” means the occurrence of any one or more of the following events without Consultant’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:

(i)the Company’s failure to pay to Consultant any portion of his Consulting fees or other compensation under Section 4 below within seven business (7) days of the date such compensation is due;

(ii)the Company’s failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 13(b)(i) hereof;

(iii)any purported termination of Consultant’s service under this Agreement that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 1(g) hereof (and, if applicable, the requirements of Section 1(b) hereof), which purported termination shall not be effective for purposes of this Agreement; or

(vi)        the Company’s breach of the non-disparagement provisions of Section 9 of this Agreement.

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(g)    Notice of Termination. Any purported termination of Consultant’s service to the Company by the Company or by Consultant (other than termination due to Consultant’s death, which shall terminate Consultant’s service automatically), shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 13(g). For purposes of this Agreement, “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Consultant’s services under the provision so indicated.

(h)    Stock Awards. “Stock Awards” means all stock options, stock appreciation rights, restricted stock, restricted stock units and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, provided, that in no event shall a stock option, stock appreciation right, restricted stock, restricted stock unit or such other award granted that vests based upon the performance of Consultant or the Company constitute a Stock Award for the purposes of this Agreement. The Company represents that none of Consultant’s stock options are subject to Section 409A of the Internal Revenue Code.

2.Consulting Period.

(a)    Consulting Period. Consultant shall consult with the Company on patent matters, patent reexaminations, infringement allegations against the Company, litigation and provide technical advice on other matters pursuant to the terms hereof for a period commencing on the Effective Date and ending on March 15, 2015, or such later date as may be agreed to in writing signed by the Parties (the “Consulting Period”). Ninety (90) days following Consultant’s cessation of service as an employee of the Company, Consultant shall cease to be subject to the Company’s insider trading policy. Notwithstanding the foregoing, Consultant acknowledges that to the extent required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Consultant will have continuing obligations under Section 16(a) and 16(b) of the Exchange Act to report transactions in Company common stock for six (6) months following Consultant’s cessation of service as an employee and officer of the Company. Consultant hereby agrees not to undertake, directly or indirectly, any reportable transactions which include, but are not limited to, buying, selling or otherwise disposing of any common stock of the Company held by Consultant for which there is a matching transaction until the end of such six (6) month period.

(b)    Status as Independent Contractor. During the Consulting Period, Consultant shall perform his obligations under this Agreement as an independent contractor and not as the agent or employee of Company. Consultant will be solely responsible for all matters relating to payment of social security, withholding and all other federal, state and local laws, rules and regulations governing such matters; and Consultant will be responsible for Consultant’s own acts during the performance of Consultant’s obligations under this Agreement. Subject to Section 5, the Company and Consultant acknowledge that

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Consultant’s provision of services under this Agreement may be terminated by either party at any time for any or no reason.

3.Duties and Services.

(a)    Scope of Services During Consulting Period. Consultant shall provide the Company with as much of his business time and effort necessary to perform his services hereunder. Consultant shall, upon the request or direction of the General Counsel, provide such additional information, advice and assistance concerning matters that are within the scope of Consultant’s knowledge and expertise. The scope of Consultant’s services during the Consulting Period shall include, but is not necessarily limited to, providing advice and assistance that reasonably falls within Consultant’s knowledge and expertise including without limitation patent and technical matters. Upon the approval of the General Counsel, Consultant shall have access to Company employees necessary to perform his services during the Consulting Period.

(b)    Availability. Consultant shall be reasonably available to provide services under this Agreement as needed. The Company shall reasonably accommodate Consultant’s schedule when requesting Consultant’s assistance pursuant to this Section 3(b). The Company acknowledges and agrees that Consultant’s service during the Consulting Period will be on a limited, part-time basis, and the Company agrees to not make unreasonable demands on Consultant’s time during the Consulting Period.

4.Compensation.

(a)Consulting Period. During the Consulting Period Consultant shall be entitled to receive the following compensation and benefits from the Company:

(i)    The Company shall pay Consultant a monthly consulting fee of $25,000, paid the first week following the end of the previous month.

(ii)    The Company shall pay applicable premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state law for Consultant and those of his dependents covered immediately prior to the Effective Date under the Company’s group healthcare plan, assuming the Consultant timely elects COBRA, or such similar state law, continuation coverage, for the Consulting Period or the duration of Consultant’s applicable COBRA, or such similar state law, continuation coverage period, if shorter (the “COBRA Period”). Consultant agrees that during the term of this Agreement, except as provided in the immediately preceding sentence he shall not be eligible for participation in any of the Company’s welfare benefit plans, and without limitation he shall not be eligible for and shall waive any right to additional vacation accruals under the Company’s vacation policy.

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(iii)    In the event the COBRA Period ends prior to the end of the Consulting Period, the Company shall reimburse Consultant for any premiums paid by Consultant for Consultant and Consultant’s covered dependents for health care benefit coverage; provided, however, that such reimbursement (i) shall not exceed the cost of the premiums paid by the Company for Consultant’s coverage as in effect immediately prior to the Effective Date and (ii) will commence at the end of the COBRA Period and continue until the earlier of (A) the end of the Consulting Period or (B) the date Consultant and Consultant’s covered dependents are eligible to be covered by similar plans of any employer.

(b)Expenses. Air travel, other transportation, hotel costs, meals and other reasonable out-of-pocket business expenses will be reimbursed consistent with (i) the Company’s past practices with respect to Consultant, as determined by the General Counsel, in his reasonable discretion, and (ii) Consultant furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures.

(c)    Stock Awards. During the Consulting Period all of Consultant’s unexercised Stock Awards shall continue to vest and be exercisable, if applicable, pursuant to the terms of the Company equity plan(s) and stock award agreements pursuant to which they were granted. Notwithstanding the foregoing, following the Effective Date, Consultant shall not be entitled to any additional grants of stock options, stock appreciation rights, restricted stock, restricted stock units or other equity-based awards. For the avoidance of doubt, any stock options, stock appreciation rights, restricted stock, restricted stock units or such other award granted under the Company’s stock option and equity incentive plans that vests based upon the performance of Consultant or the Company shall immediately terminate on the Effective Date in exchange for no additional consideration.

5. Termination and Severance. Consultant shall be entitled to receive benefits upon termination of his consultancy by the Company during the Consulting Period only as set forth in this Section 5:

(a)    Termination. Either party may terminate this Consulting Agreement upon fourteen (14) days notice. If Consultant’s consultancy to the Company during the Consulting Period terminates for any reason Consultant shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. This Agreement shall automatically terminate upon the death of Consultant.

(b)    Payments and Benefits Upon Termination of Consultancy.

(i)    Termination For Cause, Voluntary Termination Without Good Reason or Expiration. If Consultant’s consultancy to the Company during the Consulting Period is terminated (x) by the Company for Cause, (y) by Consultant other than for Good Reason, or (z) as a result of the expiration of the Consulting Period without renewal, the Company shall pay Consultant all amounts due and payable under Section 4 above up to and including the Date of Termination, and the Company shall have no further obligations to Consultant (or his estate) under this Section 5(b). All of Consultant’s outstanding Stock Awards

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shall cease to vest as of his Date of Termination. In the event Consultant’s consultancy to the Company is terminated as a result of the expiration of the Consulting Period without renewal, provided Consultant complies with Section 7 hereof, Consultant’s outstanding Stock Awards shall remain exercisable, to the extent vested as of the Date of Termination, until the earlier of the expiration of their original maximum term or one (1) year following the date of the expiration of the Consulting Period, as applicable. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(ii)    Termination Without Cause or for Good Reason During the Consulting Period. If Consultant’s consultancy to the Company during the Consulting Period is terminated (x) by the Company other than for Cause, (y) due to death or Disability, or (z) by Consultant for Good Reason, then, subject to Section 7, Consultant (or his estate) shall be entitled to receive the benefits provided below:

(A)    the Company shall pay to Consultant all amounts due and payable under Section 4 above up to and including the Date of Termination;

(B)Consultant shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any of Consultant’s outstanding Stock Awards. In addition, provided Consultant complies with Section 7 hereof, Consultant’s Stock Awards shall remain exercisable by Consultant for a period equal to the lesser of (i) their original maximum term, or, (ii) one (1) year following the Date of Termination.

(c)    Change of Control. In the event of a Change of Control prior to the termination of Consultant’s service as a consultant during the Consulting Period, Consultant shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any of Consultant’s outstanding Stock Awards. In addition, in the event Consultant’s Stock Awards are assumed by the acquirer in such Change of Control, Consultant’s Stock Awards shall remain exercisable by Consultant for a period equal to the lesser of (i) their original maximum term, or (ii) one (1) year following the effective date of the Change of Control.

(d)    Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA), or as specifically provided herein, all of Consultant’s rights to severance, benefits, and other amounts hereunder (if any) accruing after the termination of Consultant’s service to the Company shall cease upon such termination. In the event of a termination of Consultant’s consultancy to the Company during the Consulting Period, Consultant’s sole remedy shall be to receive the payments and benefits described in this Section 5. However, nothing in this Agreement shall limit or other affect Consultant’s rights to indemnification or defense under the bylaws of the Company, under Delaware or California law, under any applicable insurance policy, under any agreement by which such indemnification or defense is provided to Consultant for his prior service as an employee, director or officer of the Company or under paragraph 6 below.

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(e)    Return of the Company’s Property. Upon the termination of his service to the Company in any manner, as a condition to the Consultant’s receipt of any post-termination benefits described in this Agreement, Consultant shall promptly surrender to the Company all lists, books and records containing Confidential Information (as defined below) and all other property belonging to the Company, it being distinctly understood that all such lists, books and records containing Confidential Information are the property of the Company.

(f)    Retirement of Email Address. Following the Date of Termination, the Company shall permanently retire Consultant’s email address (jmb@tivo.com).

6.    Indemnification.

Company agrees to indemnify, hold harmless and defend Consultant against any and all claims, causes of action, liabilities or assessments which result from Consultant’s provision of services under this Consulting Agreement, to the same extent as provided to Consultant under the Indemnification Agreement that was signed by Consultant as an Executive of Company, and so long as the Company maintains errors and omissions insurance, to include Consultant as a covered person or within the categories of workers covered under all such policies of insurance which provide a defense or indemnification to the Company’s officers, directors and managing agents. If, during the Consulting Period, Company is not able to include Consultant as a covered person or within the categories of workers covered under its errors and omissions insurance, Company will reimburse Consultant for the costs of premiums to obtain comparable liability insurance (in scope of coverage, coverage amounts, and deductible) to cover his acts or omissions in connection with Consultant’s provision of services under this Consulting Agreement. This obligation of indemnity is intended to apply to any claims made at any time with regard to any occurrence during the Consulting Period, without regard to the timing that such claim is first asserted.

7. Certain Covenants.

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(a)Proprietary Inventions. Consultant hereby acknowledges and agrees that he is subject to a Proprietary Information and Inventions Agreement (“PIIA”) with the Company which (other than to the extent that it requires Consultant to provide services exclusively for Company) continues in full force and effect following termination of his employment with the Company, and that Consultant will continue to abide by the terms of such PIIA. However, except as provided in paragraph 12 below (Litigation Cooperation), nothing in the PIIA or this Agreement shall restrict Consultant’s rights to pursue or undertake any other employment, venture or business which does not involve the use or disclosure of any Company Proprietary Inventions or Confidential Information.

(b)Confidentiality. Consultant hereby agrees that, during the term of this Agreement and thereafter, he shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Consultant further agrees that, upon termination of his employment by or service to the Company, apart from information needed to perform his consulting services under this Consulting Agreement, all Confidential Information in his possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company and shall not be retained by Consultant or furnished to any third party, in any form except as provided herein; provided, however, that, this Section 7(b) shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to Consultant, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by Consultant, (iii) is lawfully disclosed to Consultant by a third party, (iv) is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order Consultant to disclose or make accessible any information, or (v) is related to any litigation, arbitration or mediation between the parties, including, but not limited to, the enforcement of this Agreement. As used in this Agreement, the term “Confidential Information” means: confidential information disclosed to Consultant or known by Consultant solely as a consequence of or through Consultant’s relationship with the Company about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Company and its affiliates. Nothing herein shall limit in any way any obligation Consultant may have relating to Confidential Information under any other agreement with or promise to the Company.

(c)    Non-Solicitation. Consultant hereby agrees that, during the term of this Consulting Agreement, Consultant shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company; provided,

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however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 7(c).

(d)    Special Enforcement. Consultant acknowledges that Consultant’s obligations under the covenants contained in this Section 7 (collectively, “Covenants”) constitute material obligations, and that Consultant’s breach of such obligations shall constitute a material breach of this Agreement. It is expressly agreed that monetary damages would be inadequate to compensate the Company for any breach of the Covenants and in the event of Consultant’s breach or threatened breach, notwithstanding Section 10 below, the Company will be entitled to seek and obtain preliminary and permanent injunctive relief, in any court of competent jurisdiction, in addition to any other remedies at law or in equity to which the Company may be entitled. Consultant also acknowledges that the Company may publish this Agreement to any third party with which the Consultant has accepted employment, or otherwise entered into a business relationship, that the Company contends violates the Covenants, if the Company has reason to believe Consultant has or may have breached this Agreement.

8. Release. Consultant’s right to receive any payments or other compensation to be made to Consultant pursuant to this Agreement to which he is not already entitled shall be contingent on Consultant providing to the Company a full and complete general release in the form attached hereto as Exhibit A (the “Release”) that becomes effective and irrevocable within thirty (30) days following the Effective Date.

9. Nondisparagement; Confidentiality.Consultant agrees that neither he nor anyone acting by, through, under or in concert with him shall disparage or otherwise communicate negative statements or opinions about the Company, its Board members, officers, employees or business. The Company agrees that neither its Board members nor officers shall disparage or otherwise communicate negative statements or opinions about Consultant. Except as may be required for compliance with securities requirements, litigation, or otherwise required by law, neither Consultant, nor any member of Consultant’s family, nor anyone else acting by, through, under or in concert with Consultant will disclose to any individual or entity (other than Consultant’s legal or tax advisors) the terms of this Agreement. Consultant further agrees not to challenge, and not to assist anyone in challenging, any patent or other intellectual property belonging to TiVo.

10. Arbitration, Dispute Resolution, Etc.

(a)Arbitration Procedures. Except as set forth in Section 7, any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, Consultant and the Company shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute

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panel of arbitrators. In the event Consultant and the Company cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither Consultant nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof. Other than an initial filing fee which may be charged by JAMS for the initiation of an arbitration, all fees and costs of the arbitration proceeding, including administrative fees and the fees of the Arbitrator (but excluding the costs of any attorneys or experts hired by the Consultant) shall be borne by the Company, but may be reallocated in whole or in part by the Arbitrator to be paid by Consultant or as a reduction of an Award in favor of Consultant, as the Arbitrator may order.

11. Attorneys’ Fees. In the event of any dispute arising under this Agreement, the prevailing party will be entitled to recover his/its reasonable attorneys’ fees and costs.

12. Litigation Cooperation. As part of his consulting services, Consultant agrees to give reasonable cooperation, at the Company’s request, in any pending or future litigation or arbitration in which the Company is a party, any pending or future proceeding in the Patent Office on matters where Consultant is named as an inventor, and in any investigation the Company may conduct. Following the Consulting Period, the Company agrees to (x) reimburse Consultant for his reasonable expenses incurred in connection with such cooperation within thirty (30) days after receipt of an invoice from Consultant setting forth in reasonable detail such expenses, and (y) reimburse Consultant for his time spent in connection with such cooperation at a mutually agreed upon rate for each hour spent in connection with such litigation cooperation. Air travel, hotel costs and entertainment expenses will be reimbursed consistent with the Company’s past practices with respect to Consultant. Notwithstanding the foregoing, the Company shall have no obligation by virtue of this Section 12 to pay Consultant for time spent and expenses incurred by Consultant in any pending or future litigation or arbitration where Consultant is a co-defendant or party to the arbitration or litigation, unless such costs and expenses of defense are covered by the Indemnification Agreement or any obligation of defense or indemnity arising under the Company bylaws or operation of law. Consultant further agrees that he will not provide during the pendency of any TiVo litigation, investigation or any other legal proceeding, any services on any issue relating to such proceeding to anyone other than TiVo. All the work Consultant performs on TiVo’s behalf with respect to legal proceedings shall be kept strictly confidential.

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13.Miscellaneous.

(a)    Entire Agreement. This Agreement and the agreements referenced herein set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including without limitation, any prior severance agreements, any contrary or limiting provisions in any Company equity compensation plan, and prior agreements governing a Change of Control between Consultant and the Company. Any of Consultant’s rights hereunder shall be in addition to any rights Consultant may otherwise have under benefit plans or agreements of the Company (other than or any severance plans or agreements) to which Consultant is a party or in which Consultant is a participant, including, but not limited to, the Indemnification Agreement, any Company sponsored employee benefit plans and stock option plans. The provisions of this Agreement shall not in any way abrogate Consultant’s rights under such other plans and agreements. In addition, this Agreement shall not limit in any way any obligation Consultant may have under any other agreement with or promise to the Company relating to confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property.

(b)    Assignment; Assumption by Successor.

(i)    The rights of the Company under this Agreement may, without the consent of Consultant, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder.  Unless expressly provided otherwise, “Company” as used herein shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid.

(ii)    None of the rights of Consultant to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Consultant. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Consultant to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

(iii)    This Agreement shall inure to the benefit of and be enforceable by Consultant and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Consultant should die while any amount would still be payable to Consultant hereunder had he continued to live, all such amounts, unless otherwise

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provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

(c)    Survival. The covenants, agreements, representations and warranties contained in or made in Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 (check numbering) of this Agreement shall survive any termination of Consultant’s services or any termination of this Agreement.

(d)    Third‑Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.

(e)    Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party’s rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.

(f)    Section Headings. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

(g)    Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the General Counsel:

TiVo Inc.        2160 Gold Street         Alviso, California 95002-2160        

Attention: General Counsel

If to Consultant:

James Barton

At the last residential address known to the Company

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

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(h)    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(i)    Governing Law and Venue. This Agreement is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Except as provided in Sections 7 and 10, any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

(j)    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(k)    Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.

(l)    Code Section 409A.

(i)    General. The intent of the Company and Consultant is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to first be exempt from Section 409A of the Code and, failing exemption, to be in compliance therewith. If Consultant notifies the Company that Consultant has received advice of tax counsel of a national reputation with expertise in Section 409A of the Code that any provision of this Agreement would cause Consultant to incur any additional tax or interest under Section 409A of the Code (with specificity as to the reason therefor) or the Company independently makes such determination, Consultant and the Company shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A of the Code through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A of the Code, provided that any such modifications shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Consultant and the Company of the applicable provision without violating the provisions of Section 409A of the Company.

(ii)    Separation from Service. Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation subject to Section 409A of the Code shall be payable pursuant to Sections 5 above unless Consultant’s termination of this Agreement constitutes a “separation from service” with the Company within the meaning of

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Section 1.409A-1(h) of the Department of Treasury Regulations (“Separation from Service”) and, except as provided under Section 13(l)(iii) of this Agreement, any such amount shall not be paid until the 60th day following Consultant’s Separation from Service.

(iii)    Specified Employee. Notwithstanding any provision to the contrary in this Agreement, if Consultant is deemed at the time of Consultant’s Separation from Service hereunder to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Consultant is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Consultant’s benefits shall not be provided to Consultant prior to the earlier of (a) the expiration of the six-month period measured from the date of Consultant’s Separation from Service or (b) the date of Consultant’s death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 13(l)(iii) shall be paid in a lump sum to Consultant, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.

(iv)    Expense Reimbursements. To the extent that any reimbursement of expenses or in-kind benefits payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements or benefits payable to Consultant pursuant to this Agreement shall be paid to Consultant no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Consultant’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

(v)    Installments. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Consultant’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment.

(m)    Amendment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Consultant and such officer of the Company as may be specifically designated by the General Counsel.

(n)    Taxes. All compensation payable to Consultant hereunder shall not be subject to tax withholding. Consultant acknowledges that (i) the Company has made no representation to Consultant as to the tax treatment of any compensation or benefits to be paid to Consultant under this Agreement, (ii) the tax treatment of any compensation or benefits paid to Consultant under this Agreement will be determined in the reasonable discretion of the Company, which determination will be final and binding on the parties, and (iii) the Company has no obligation to “gross-up” any amounts payable to Consultant under this Agreement for taxes payable by Consultant thereon.

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(o)    RIGHT TO ADVICE OF COUNSEL. CONSULTANT ACKNOWLEDGES THAT HE HAS THE RIGHT, AND IS ENCOURAGED, TO CONSULT WITH HIS LAWYER; BY HIS SIGNATURE BELOW, CONSULTANT ACKNOWLEDGES THAT HE HAS CONSULTED WITH HIS LAWYER CONCERNING THIS AGREEMENT.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first set forth above.

TIVO INC.

By:    /s/ Thomas Rogers                    

Print Name:     Thomas Rogers    

Date: March 16, 2012

      /s/ James Barton                                        James Barton

Date: March 16, 2012

(Signature Page to Consulting Agreement)

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

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

I, Thomas S. 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: November 30, 2012

/s/    THOMAS S. ROGERS

Thomas S. 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: November 30, 2012

/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 October 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas S. 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: November 30, 2012

/s/    THOMAS S. ROGERS

Thomas S. 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 October 31, 2012 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: November 30, 2012

/s/    ANNA BRUNELLE

Anna Brunelle

Chief Financial Officer

(Principal Financial and Accounting Officer)

XML

ACQUISITIONS Schedule of Intangible Assets Acquired (Details) (USD $) In Thousands, unless otherwise specified		9 Months Ended		9 Months Ended
	Jul. 18, 2012	Oct. 31, 2012 Software Technology [Member]	Oct. 31, 2012 Customer relationships [Member]	Oct. 31, 2012 Customer relationships [Member] Minimum [Member]	Oct. 31, 2012 Customer relationships [Member] Maximum [Member]	Oct. 31, 2012 Trade name [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Asset Life in Years		5 years		2 years	7 years	3 years
Fair Value	$ 14,840	$ 11,710	$ 2,930			$ 200

XML

COMMITMENTS AND CONTINGENCIES Legal matters (Details) (USD $) In Millions, unless otherwise specified	Oct. 31, 2012	Aug. 26, 2009 Pending Litigation [Member] TiVo vs Verizon Communication [Member] patent	Aug. 26, 2009 Pending Litigation [Member] Motorola Mobility Inc. and General Instrument Corporation vs TiVo [Member] patent
Loss Contingencies [Line Items]
Litigation, Number of Company Patents		3	2
arbitration award accrual	$ 3.2

XML

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Oct. 31, 2012

Share-based Compensation [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Total stock-based compensation for the three and nine months ended October 31, 2012 and 2011, respectively is as follows:

	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
	(In thousands)
Cost of service revenues	$	357	$	209		$	919	$	610
Cost of technology revenues	563		674			1,181		1,363
Research and development	3,062		2,709			9,790		7,895
Sales and marketing	1,187		1,052			2,971		3,022
General and administrative	3,849		2,776			10,302		9,089
Change in deferred cost of technology revenues	8		(81		)	298		510
Total stock-based compensation	$	9,026	$	7,339		$	25,461	$	22,489

XML

ACQUISITIONS Narrative (Details) (USD $)	3 Months Ended	9 Months Ended
	Oct. 31, 2012	Oct. 31, 2012
Business Acquisition [Line Items]
Goodwill, Period Increase (Decrease)	$ 2,100,000
Acquisition Related Costs	28,000	661,000
TRA Global, Inc. [Member]
Business Acquisition [Line Items]
Goodwill, Period Increase (Decrease)	$ 1,700,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Oct. 31, 2012

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of October 31, 2012 and January 31, 2012 and the results of operations and the statement of other comprehensive income (loss) for the three and nine months endedOctober 31, 2012 and 2011 and condensed consolidated statements of cash flows for the nine month periods ended October 31, 2012 and 2011. 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, 2012. Operating results for the three and nine months endedOctober 31, 2012 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2013 or any other periods

XML

FAIR VALUE Assets and liabilities measured and recorded at fair value on a recurring basis (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2012	Jan. 31, 2012	Oct. 31, 2011	Jan. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 177,466	$ 169,555	$ 83,941	$ 71,221
Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	116,555	106,024
Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	40,988	51,515
Certificates of deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	2,000	5,000
Corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	2,999	0
Foreign government securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, at Carrying Value	2,772	0
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	611,398	611,783
Fair Value, Measurements, Recurring [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	116,555	106,024
Fair Value, Measurements, Recurring [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	40,988	51,515
Fair Value, Measurements, Recurring [Member] | Certificates of deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	2,000	5,000
Investments, Fair Value Disclosure	33,878	52,568
Fair Value, Measurements, Recurring [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	101,033	81,272
Fair Value, Measurements, Recurring [Member] | Corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	2,999
Investments, Fair Value Disclosure	186,441	206,910
Fair Value, Measurements, Recurring [Member] | US agency securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	44,962	27,332
Fair Value, Measurements, Recurring [Member] | US Treasury securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	40,328	50,421
Fair Value, Measurements, Recurring [Member] | Foreign government securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	2,772
Fair Value, Measurements, Recurring [Member] | Variable-rate demand notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	410	470
Fair Value, Measurements, Recurring [Member] | Asset and mortgage-backed securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	19,714	13,087
Fair Value, Measurements, Recurring [Member] | Municipal bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	19,318	17,184
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	117,194	159,504
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	40,988	51,515
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	2,000	5,000
Investments, Fair Value Disclosure	33,878	52,568
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US agency securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | US Treasury securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	40,328	50,421
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Foreign government securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Variable-rate demand notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Asset and mortgage-backed securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Municipal bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	494,204	452,279
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	116,555	106,024
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Certificates of deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	101,033	81,272
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	2,999
Investments, Fair Value Disclosure	186,441	206,910
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US agency securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	44,962	27,332
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | US Treasury securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Foreign government securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	2,772
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Variable-rate demand notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	410	470
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Asset and mortgage-backed securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	19,714	13,087
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Municipal bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	19,318	17,184
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Money market funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Certificates of deposit [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Commercial paper [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Corporate debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | US agency securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | US Treasury securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Foreign government securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Variable-rate demand notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Asset and mortgage-backed securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Municipal bonds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	$ 0	$ 0

XML

CASH AND INVESTMENTS (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2012	Jan. 31, 2012	Oct. 31, 2011	Jan. 31, 2011
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 177,466	$ 169,555	$ 83,941	$ 71,221
Available-for-sale Securities, Debt Maturities, Fair Value, Fiscal Year Maturity [Abstract]
Due within 1 year	316,693	402,164
Due within 1 year through 5 years	128,981	46,610
Due within 5 years through 10 years	0	0
Due after 10 years	410	470
Total marketable securities	446,084	449,244
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	445,866	449,189
Available-for-sale Securities, Gross Unrealized Gains	267	261
Available-for-sale Securities, Gross Unrealized Losses	(49)	(206)
Available-for-sale Securities, Fair Value Disclosure	446,084	449,244
Cash [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	12,152	7,016
Commercial paper [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	116,555	106,024
Available-for-sale Securities, Current	101,033	81,272
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	100,955	81,298
Available-for-sale Securities, Gross Unrealized Gains	83	13
Available-for-sale Securities, Gross Unrealized Losses	(5)	(39)
Available-for-sale Securities, Fair Value Disclosure	101,033	81,272
Certificates of deposit [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	2,000	5,000
Available-for-sale Securities, Current	33,878	52,568
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	33,873	52,625
Available-for-sale Securities, Gross Unrealized Gains	5	0
Available-for-sale Securities, Gross Unrealized Losses	0	(57)
Available-for-sale Securities, Fair Value Disclosure	33,878	52,568
Money market funds [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	40,988	51,515
Cash and cash equivalents [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	177,466	169,555
Corporate debt securities [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	2,999	0
Available-for-sale Securities, Current	186,441	206,910
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	186,344	206,849
Available-for-sale Securities, Gross Unrealized Gains	136	159
Available-for-sale Securities, Gross Unrealized Losses	(39)	(98)
Available-for-sale Securities, Fair Value Disclosure	186,441	206,910
Foreign government securities [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Cash and Cash Equivalents, at Carrying Value	2,772	0
US agency securities [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Available-for-sale Securities, Current	44,962	27,332
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	44,951	27,330
Available-for-sale Securities, Gross Unrealized Gains	12	3
Available-for-sale Securities, Gross Unrealized Losses	(1)	(1)
Available-for-sale Securities, Fair Value Disclosure	44,962	27,332
US Treasury securities [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Available-for-sale Securities, Current	40,328	50,421
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	40,331	50,360
Available-for-sale Securities, Gross Unrealized Gains	1	61
Available-for-sale Securities, Gross Unrealized Losses	(4)	0
Available-for-sale Securities, Fair Value Disclosure	40,328	50,421
Variable-rate demand notes [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Available-for-sale Securities, Current	410	470
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	410	470
Available-for-sale Securities, Gross Unrealized Gains	0	0
Available-for-sale Securities, Gross Unrealized Losses	0	0
Available-for-sale Securities, Fair Value Disclosure	410	470
Asset and mortgage-backed securities [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Available-for-sale Securities, Current	19,714	13,087
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	19,696	13,071
Available-for-sale Securities, Gross Unrealized Gains	18	16
Available-for-sale Securities, Gross Unrealized Losses	0	0
Available-for-sale Securities, Fair Value Disclosure	19,714	13,087
Municipal bonds [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Available-for-sale Securities, Current	19,318	17,184
Unrealized Gain (Loss) on Investments [Abstract]
Available-for-sale Securities, Amortized Cost Basis	19,306	17,186
Available-for-sale Securities, Gross Unrealized Gains	12	9
Available-for-sale Securities, Gross Unrealized Losses	0	(11)
Available-for-sale Securities, Fair Value Disclosure	19,318	17,184
Current marketable debt securities [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Available-for-sale Securities, Current	446,084	449,244
Cash, cash equivalents, marketable securities, and other investments [Member]
Cash and Cash Equivalents Short term and Long term Investments [Line Items]
Total cash, cash equivalents, marketable securities and other investment securities	$ 623,550	$ 618,799

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FAIR VALUE Convertible notes value (Details) (USD $)	Oct. 31, 2012	Jan. 31, 2012
Fair Value Disclosures [Abstract]
Convertible Notes Payable, Noncurrent	$ 172,500,000	$ 172,500,000
Convertible Debt, Fair Value Disclosures	$ 211,000,000	$ 207,300,000

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INVENTORY (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2012	Jan. 31, 2012
Inventory Disclosure [Abstract]
Raw Materials	$ 4,592	$ 4,660
Finished Goods	12,788	14,265
Total Inventory	$ 17,380	$ 18,925

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NATURE OF OPERATIONS

9 Months Ended

Oct. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

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 unaudited interim 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 product and 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, and 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, switched digital Internet Protocol, downloadable conditional access, and other new signal delivery and encryption technologies; dependence on its relationships with third-party service providers for subscription growth; and the Company’s ability to sustain and grow both its TiVo-Owned and MSO 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. The Company is cautious about its ability to grow or maintain its TiVo-Owned subscription base in the near term.

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2012	Jan. 31, 2012
Product Liability Contingency [Line Items]
Product Warranty Accrual	$ 246	$ 194
Extended warrany deferred revenue	879	913
Extended warranty deferred cost of sales	$ 270	$ 280

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VERIZON COMMUNICATIONS, INC. (Details) (USD $)	Oct. 31, 2012	Sep. 28, 2012	Sep. 21, 2012 payment
Litigation Settlement Agreement [Abstract]
Payment terms related to litigation settlement			$ 250,400,000
Payment terms, inital payment received		100,000,000
Payment terms, future payment receivable		150,400,000
Payment terms, future quarterly payment receivable		6,000,000
Payment terms, past infringement and litigation settlement			78,441,000
Payment terms, interest income			568,000
Payment terms, expected future license royalties receivable			171,391,000
Litigation agreement, possible credit			29,400,000
Litigation agreement, reduction (in payments)			22
Litigation agreement, reduction in quarterly payment receivable			4,700,000
Future Expected Revenue to be Recognized [Abstract]
2013	8,163,000
2014	25,163,000
2015	27,778,000
2016	29,700,000
2017	31,266,000
2018	32,549,000
2019	16,772,000
Total	$ 171,391,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Oct. 31, 2012	Jan. 31, 2012
CURRENT ASSETS
Cash and cash equivalents	$ 177,466	$ 169,555
Short-term investments	446,084	449,244
Accounts receivable, net of allowance for doubtful accounts of $396 and $370, respectively	28,388	24,665
Inventories	17,380	18,925
Deferred cost of technology revenues, current	11,725	4,400
Prepaid expenses and other, current	14,954	12,106
Total current assets	695,997	678,895
LONG-TERM ASSETS
Property and equipment, net of accumulated depreciation of $49,566 and $47,170, respectively	10,059	9,191
Purchased technology, capitalized software, and intangible assets, net of accumulated amortization of $20,059 and $17,797, respectively	17,350	4,677
Deferred cost of technology revenues, long-term	18,435	23,546
Goodwill	12,281	0
Prepaid expenses and other, long-term	3,165	3,501
Total long-term assets	61,290	40,915
Total assets	757,287	719,810
CURRENT LIABILITIES
Accounts payable	28,565	32,102
Accrued liabilities	42,592	45,341
Deferred revenue, current	95,688	74,986
Total current liabilities	166,845	152,429
LONG-TERM LIABILITIES
Deferred revenue, long-term	81,837	81,336
Convertible senior notes	172,500	172,500
Deferred rent and other long-term liabilities	539	518
Total long-term liabilities	254,876	254,354
Total liabilities	421,721	406,783
COMMITMENTS AND CONTINGENCIES (see Note 6)
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 127,662,627 and 123,073,486, respectively, and outstanding shares are 123,818,266 and 121,616,908, respectively	128	123
Treasury stock, at cost: 3,844,361 shares and 1,456,578 shares, respectively	(36,915)	(13,788)
Additional paid-in capital	1,038,681	1,003,696
Accumulated deficit	(666,552)	(677,064)
Accumulated other comprehensive income	224	60
Total stockholders’ equity	335,566	313,027
Total liabilities and stockholders’ equity	$ 757,287	$ 719,810

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Oct. 31, 2012	Oct. 31, 2011
Statement of Cash Flows [Abstract]
Net income (loss)	$ 10,512	$ 94,976
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of property and equipment and intangibles	6,622	6,682
Stock-based compensation expense	25,163	21,979
Amortization of discounts and premiums on investments	4,097	2,483
Non-cash loss on over allotment option and non-cash interest expense	721	2,192
Utilization and write-down of trade credits	0	619
Allowance for doubtful accounts	196	322
Changes in assets and liabilities, net of the effects of the acqusition:
Accounts receivable	(3,124)	(3,311)
Inventories	1,545	(2,271)
Deferred cost of technology revenues	(1,916)	(11,088)
Prepaid expenses and other	(1,947)	(653)
Accounts payable	(6,377)	11,854
Accrued liabilities	(3,619)	5,717
Deferred revenue	20,122	95,988
Deferred rent and other long-term liabilities	21	293
Net cash provided by operating activities	52,016	225,782
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments	(429,262)	(640,300)
Sales or maturities of long-term and short-term investments	427,925	256,990
Acquisition of business, net of cash and cash equivalents acquired	(24,481)	0
Acquisition of property and equipment	(4,594)	(4,094)
Acquisition of capitalized software and intangibles	(95)	(281)
Net cash used in investing activities	(30,507)	(387,685)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible senior notes, net of issuance costs of $6,391	0	166,109
Proceeds from issuance of common stock related to exercise of common stock options	5,788	9,796
Proceeds from issuance of common stock related to employee stock purchase plan	3,741	3,284
Treasury stock - repurchase of stock	(23,127)	(4,566)
Net cash provided by (used in) financing activities	(13,598)	174,623
NET INCREASE IN CASH AND CASH EQUIVALENTS	7,911	12,720
CASH AND CASH EQUIVALENTS:
Balance at beginning of period	169,555	71,221
Balance at end of period	$ 177,466	$ 83,941

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NET INCOME (LOSS) PER COMMON SHARE Anti-Dilutive Shares (Details)	3 Months Ended		9 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,947,479	32,691,850	18,978,262	5,638,805
Unvested restricted stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,258,460	5,616,747	1,839,690	1,164,955
Option to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,689,019	11,424,061	1,676,379	4,473,850
Potential shares to be issued from ESPP [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	188,849	0	0
Convertible senior notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	0	15,462,193	15,462,193	0

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FAIR VALUE (Tables)

9 Months Ended

Oct. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

On a quarterly basis, TiVo measures at fair value certain financial assets. The fair value of those financial assets was determined using the following levels of inputs as of October 31, 2012 and January 31, 2012:

	As of October 31, 2012
	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	$	116,555	$	—	$	116,555	$	—
Certificates of deposit	2,000		2,000		—		—
Money market funds	40,988		40,988		—		—
Corporate debt securities	2,999		—		2,999		—
Foreign government securities	2,772		—		2,772		—
Short-term investments:
Certificates of deposit	33,878		33,878		—		—
Commercial paper	101,033		—		101,033		—
Corporate debt securities	186,441		—		186,441		—
US agency securities	44,962		—		44,962		—
US Treasury securities	40,328		40,328		—		—
Variable-rate demand notes	410		—		410		—
Asset and mortgage-backed securities	19,714		—		19,714		—
Municipal bonds	19,318		—		19,318		—
Total	$	611,398	$	117,194	$	494,204	$	—
	As of January 31, 2012
	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	$	106,024	$	—	$	106,024	$	—
Certificates of deposit	5,000		5,000		—		—
Money market funds	51,515		51,515		—		—
Short-term investments:
Certificates of deposit	52,568		52,568		—		—
Commercial paper	81,272		—		81,272		—
Corporate debt securities	206,910		—		206,910		—
US agency securities	27,332		—		27,332		—
US Treasury securities	50,421		50,421		—		—
Variable-rate demand notes	470		—		470		—
Asset-backed securities	13,087		—		13,087		—
Municipal bonds	17,184		—		17,184		—
Total	$	611,783	$	159,504	$	452,279	$	—

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STOCK-BASED COMPENSATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2010	Oct. 31, 2012 Cost of service revenues [Member]	Oct. 31, 2011 Cost of service revenues [Member]	Oct. 31, 2012 Cost of service revenues [Member]	Oct. 31, 2011 Cost of service revenues [Member]	Oct. 31, 2012 Cost of technology revenues [Member]	Oct. 31, 2011 Cost of technology revenues [Member]	Oct. 31, 2012 Cost of technology revenues [Member]	Oct. 31, 2010 Cost of technology revenues [Member]	Oct. 31, 2012 Research and development [Member]	Oct. 31, 2011 Research and development [Member]	Oct. 31, 2012 Research and development [Member]	Oct. 31, 2010 Research and development [Member]	Oct. 31, 2012 Sales and marketing [Member]	Oct. 31, 2011 Sales and marketing [Member]	Oct. 31, 2012 Sales and marketing [Member]	Oct. 31, 2010 Sales and marketing [Member]	Oct. 31, 2012 General and administrative [Member]	Oct. 31, 2011 General and administrative [Member]	Oct. 31, 2012 General and administrative [Member]	Oct. 31, 2010 General and administrative [Member]	Oct. 31, 2012 Change in deferred cost of technology revenues [Member]	Oct. 31, 2011 Change in deferred cost of technology revenues [Member]	Oct. 31, 2012 Change in deferred cost of technology revenues [Member]	Oct. 31, 2010 Change in deferred cost of technology revenues [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 9,026	$ 7,339	$ 25,461	$ 22,489	$ 357	$ 209	$ 919	$ 610	$ 563	$ 674	$ 1,181	$ 1,363	$ 3,062	$ 2,709	$ 9,790	$ 7,895	$ 1,187	$ 1,052	$ 2,971	$ 3,022	$ 3,849	$ 2,776	$ 10,302	$ 9,089	$ 8	$ (81)	$ 298	$ 510

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

9 Months Ended

Oct. 31, 2012

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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

	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
	(income/(loss) in thousands)
Numerator:
Net income (loss)	$	59,027	$	(24,498	)	$	10,512	$	94,976
Interest on dilutive notes	1,965		—			—		5,013
Net income (loss) for purpose of computing net income (loss) per diluted share	60,992		(24,498		)	10,512		99,989
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock	119,363,613		117,232,354			119,149,010		116,208,111
Weighted average effect of dilutive securities:
Stock options and restricted stock	3,762,125		—			4,204,433		4,052,426
Convertible senior notes	15,462,193		—			—		15,462,193
Denominator for diluted net income (loss) per common share	138,587,931		117,232,354			123,353,443		135,722,730
Basic net income (loss) per common share	$	0.49	$	(0.21	)	$	0.09	$	0.82
Diluted net income (loss) per common share	$	0.44	$	(0.21	)	$	0.09	$	0.74

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The weighted average number of shares outstanding used in the computation of basic and diluted net income (loss) per share in the three and nine months ended October 31, 2012 and 2011 per share do not include the effect of the following potentially outstanding common shares because the effect would have been anti-dilutive:

	Three Months Ended October 31,		Nine Months Ended October 31,
	2012	2011	2012	2011
Unvested restricted stock	2,258,460	5,616,747	1,839,690	1,164,955
Options to purchase common stock	1,689,019	11,424,061	1,676,379	4,473,850
Potential shares to be issued from ESPP	—	188,849	—	—
Convertible senior notes	—	15,462,193	15,462,193	—
Total	3,947,479	32,691,850	18,978,262	5,638,805

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Oct. 31, 2011
Statement of Cash Flows [Abstract]
Convertible senior notes, issuance costs	$ 6,391

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Oct. 31, 2012	Jan. 31, 2012
Statement of Financial Position [Abstract]
Accounts Receivable, allowance for doubtful accounts	$ 396	$ 370
Property and equipment, accumulated depreciation	49,566	47,170
Purchased technology, capitalized software, and intangible assets, accumulated amortization	$ 20,059	$ 17,797
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	127,662,627	123,073,486
Common Stock, outstanding shares	123,818,266	121,616,908
Treasury Stock, shares	3,844,361	1,456,578

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VERIZON COMMUNICATIONS, INC.

9 Months Ended

Oct. 31, 2012

Litigation Settlement Agreement [Abstract]

VERIZON COMMUNICATIONS, INC.

. VERIZON COMMUNICATIONS, INC.

On September 21, 2012, TiVo Inc. entered into a Settlement and Patent License Agreement with Verizon Communications, Inc. ("VZ"). Under the terms of the Agreement, VZ has agreed to pay TiVo a minimum amount of $250.4 million plus incremental monthly fees per DVR subscriber if VZ's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million was paid to TiVo on September 28, 2012 with the remaining $150.4 million due to TiVo 30 days after the end of each calendar quarter in the amount of $6.0 million through the calendar quarter ending September 30, 2018. Any incremental additional per subscriber fees are due to TiVo on the same schedule. The Agreement expires on July 31, 2018.

TiVo and VZ agreed to dismiss all pending litigation between the companies with prejudice. TiVo granted VZ a limited license under its advanced television patents, including the patents that TiVo had asserted against VZ (U.S. Patent Nos. 6,233,389, 7,493,015, and 7,529,465), to make, have made, use, sell, offer to sell, and import advanced television technology in connection with VZ multichannel video programming services subject to certain limitations and exclusions. VZ granted TiVo a limited license under its advanced television patents, including the patents that VZ had asserted against TiVo (U.S. Patent Nos. 5,410,344, 5,635,979, 5,973,684, 6,367,078, 7,561,214 and 6,381,748), to make, have made, use, sell, offer to sell and import advanced television technology in connection with TiVo products and services, including products and services provided to other multichannel video programming service providers, subject to certain limitations and exclusions. TiVo may terminate the rights and licenses granted to VZ pursuant to the Agreement under certain circumstances, including but not limited to if VZ has failed to make timely payment.

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 from September 21, 2012 until July 31, 2018, (ii) an interest income component related to the past infringement, and (iii) the settlement of all outstanding litigation and claims between TiVo and VZ. The proceeds of the agreement were allocated amongst the principal elements of the transaction based on relative fair values of each element.

TiVo 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 of the technology, 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 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 $250.4 million was allocated on a relative fair value basis as $78.4 million to the past infringement and litigation settlement element, $568,000 to interest income related to past infringement and $171.4 million to the future base license royalties element. The future base license royalties element does not include any incremental monthly fees per DVR subscriber payable if the VZ subscriber base exceeds certain pre-determined levels. The amount related to past infringement and settlement was recorded under “Litigation proceeds” in the quarter ended October 31, 2012. The amount related to interest income was recorded under “Interest income” in the quarter ended October 31, 2012. $171.4 million of future license royalties will be recorded as Technology revenues over the term of the agreement through July 31, 2018 using a pattern reflective of an increasing number of subscribers covered by the minimum fixed license payments. Any incremental monthly fees per DVR subscriber payable if the VZ's subscriber base exceeds certain pre-determined levels will be recognized as Technology revenues when reported to TiVo by VZ. As part of the Agreement, Verizon may earn a credit of up to $29.4 million if Verizon agrees to pursue a specified commercial services arrangement with TiVo prior to December 21, 2012, which may reduce up to twenty-two of the quarterly cash payments to $4.7 million. In addition to the $250.4 million in compensation, TiVo will also receive incremental monthly fees at a higher rate than the rate implied by the guaranteed fees per Verizon DVR subscriber if the growth of Verizon's DVR subscriber base exceeds certain pre-determined levels. Any incremental additional per subscriber fees are due to TiVo 30 days after the end of each calendar quarter in which they are earned.

While Verizon cash payments from the base license royalties elements under the agreement will be $6.0 million at the end of each calendar quarter through the calendar quarter ending September 30, 2018, revenues have been or are expected to be recognized as follows:

Fiscal Year Ending January 31,	Technology Revenues
	(in thousands)
2013	$8,163
2014	25,163
2015	27,778
2016	29,700
2017	31,266
2018	32,549
2019	16,772
Total	$171,391

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Document and Entity Information	9 Months Ended
	Oct. 31, 2012	Nov. 15, 2012
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
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		123,848,713

XML

NATURE OF OPERATIONS (Policies)

9 Months Ended

Oct. 31, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of October 31, 2012 and January 31, 2012 and the results of operations and the statement of other comprehensive income (loss) for the three and nine months endedOctober 31, 2012 and 2011 and condensed consolidated statements of cash flows for the nine month periods ended October 31, 2012 and 2011. 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, 2012. Operating results for the three and nine months endedOctober 31, 2012 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2013 or any other periods.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011
Revenues
Service revenues	$ 35,228	$ 32,413	$ 98,151	$ 99,763
Technology revenues	25,727	19,391	71,439	40,480
Hardware revenues	21,072	12,970	45,462	31,465
Net revenues	82,027	64,774	215,052	171,708
Cost of revenues
Cost of service revenues	11,238	9,265	28,488	27,154
Cost of technology revenues	5,779	7,721	15,857	18,554
Cost of hardware revenues	23,434	16,817	56,336	39,071
Total cost of revenues	40,451	33,803	100,681	84,779
Gross margin	41,576	30,971	114,371	86,929
Research and development	28,277	27,272	88,489	80,542
Sales and marketing	7,958	6,753	21,425	19,995
Sales and marketing, subscription acquisition costs	1,560	2,398	5,189	6,072
General and administrative	21,772	18,032	63,367	58,310
Litigation proceeds	(78,441)	0	(78,441)	(175,716)
Total operating expenses	(18,874)	54,455	100,029	(10,797)
Income (loss) from operations	60,450	(23,484)	14,342	97,726
Interest income	1,383	759	3,143	4,600
Interest expense and other income (expense), net	(1,958)	(2,015)	(5,906)	(6,604)
Income (loss) before income taxes	59,875	(24,740)	11,579	95,722
Benefit from (provision for) income taxes	(848)	242	(1,067)	(746)
Net income (loss)	59,027	(24,498)	10,512	94,976
Net income (loss) per common share
Basic (in dollars per share)	$ 0.49	$ (0.21)	$ 0.09	$ 0.82
Diluted (in dollars per share)	$ 0.44	$ (0.21)	$ 0.09	$ 0.74
Income (loss) for purposes of computing net income (loss) per share:
Basic	59,027	(24,498)	10,512	94,976
Diluted	$ 60,992	$ (24,498)	$ 10,512	$ 99,989
Weighted average common and common equivalent shares:
Basic (in shares)	119,363,613	117,232,354	119,149,010	116,208,111
Diluted (in shares)	138,587,931	117,232,354	123,353,443	135,722,730

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INVENTORY

9 Months Ended

Oct. 31, 2012

Inventory Disclosure [Abstract]

INVENTORY

INVENTORY

Inventory was as follows:

	As of
	October 31, 2012	January 31, 2012
	(in thousands)
Raw Materials	$4,592	$4,660
Finished Goods	12,788	14,265
Total Inventory	$17,380	$18,925

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FAIR VALUE

9 Months Ended

Oct. 31, 2012

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

Inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect TiVo's market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1 - Quoted prices for identical instruments in active markets;

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires TiVo to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. TiVo recognizes transfers between levels of the hierarchy based on the fair values of the respective financial instruments at the end of the reporting period in which the transfer occurred.

Cash equivalents and available-for-sale marketable securities (including auction rate securities and asset and mortgage-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 carry value, unless the holder agrees to a lesser amount which include our convertible debt. The fair values of TiVo's convertible debt are influenced by interest rates, TiVo's stock price and stock price volatility and are determined by Level 2 inputs, including prices for the convertible debt observed in market trading. The carrying value of these financial liabilities at October 31, 2012 and January 31, 2012 was $172.5 million and the fair value was $211.0 million and $207.3 million, based on the bond's quoted market price as of October 31, 2012 and January 31, 2012, respectively. These bonds are considered Level 2 instruments.

On a quarterly basis, TiVo measures at fair value certain financial assets. The fair value of those financial assets was determined using the following levels of inputs as of October 31, 2012 and January 31, 2012:

	As of October 31, 2012
	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	$	116,555	$	—	$	116,555	$	—
Certificates of deposit	2,000		2,000		—		—
Money market funds	40,988		40,988		—		—
Corporate debt securities	2,999		—		2,999		—
Foreign government securities	2,772		—		2,772		—
Short-term investments:
Certificates of deposit	33,878		33,878		—		—
Commercial paper	101,033		—		101,033		—
Corporate debt securities	186,441		—		186,441		—
US agency securities	44,962		—		44,962		—
US Treasury securities	40,328		40,328		—		—
Variable-rate demand notes	410		—		410		—
Asset and mortgage-backed securities	19,714		—		19,714		—
Municipal bonds	19,318		—		19,318		—
Total	$	611,398	$	117,194	$	494,204	$	—
	As of January 31, 2012
	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	$	106,024	$	—	$	106,024	$	—
Certificates of deposit	5,000		5,000		—		—
Money market funds	51,515		51,515		—		—
Short-term investments:
Certificates of deposit	52,568		52,568		—		—
Commercial paper	81,272		—		81,272		—
Corporate debt securities	206,910		—		206,910		—
US agency securities	27,332		—		27,332		—
US Treasury securities	50,421		50,421		—		—
Variable-rate demand notes	470		—		470		—
Asset-backed securities	13,087		—		13,087		—
Municipal bonds	17,184		—		17,184		—
Total	$	611,783	$	159,504	$	452,279	$	—

Level 1 Measurements

TiVo's cash equivalents held in money market funds, TiVo's available-for-sale securities and the trading securities are measured at fair value using Level 1 inputs.

Level 2 Measurements

The Company uses inputs such as broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of these assets and liabilities. The Company uses such pricing data as the primary input to make its assessments and determinations as to the ultimate valuation of its investment portfolio and has not made, during the periods presented, any material adjustments to such inputs. The Company is ultimately responsible for the financial statements and underlying estimates.

Level 3 Measurements

As of October 31, 2012, TiVo had no Level 3 instruments.

The Company did not have any transfers between Level 1, Level 2, and Level 3 fair value measurements during the periods presented as there were no changes in the composition of Level 1, 2, or 3 securities.

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INVENTORY (Tables)

9 Months Ended

Oct. 31, 2012

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory was as follows:

	As of
	October 31, 2012	January 31, 2012
	(in thousands)
Raw Materials	$4,592	$4,660
Finished Goods	12,788	14,265
Total Inventory	$17,380	$18,925

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CASH AND INVESTMENTS (Policies)

9 Months Ended

Oct. 31, 2012

Investments and Cash [Abstract]

Marketable Securities

Marketable Securities

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

Cost Method Investments

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

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Due within 1 year	$	316,693	$	402,164
Due within 1 year through 5 years	128,981		46,610
Due within 5 years through 10 years	—		—
Due after 10 years	410		470
Total	$	446,084	$	449,244

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STOCK-BASED COMPENSATION

9 Months Ended

Oct. 31, 2012

Share-based Compensation [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

Total stock-based compensation for the three and nine months ended October 31, 2012 and 2011, respectively is as follows:

	Three Months Ended October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
	(In thousands)
Cost of service revenues	$	357	$	209		$	919	$	610
Cost of technology revenues	563		674			1,181		1,363
Research and development	3,062		2,709			9,790		7,895
Sales and marketing	1,187		1,052			2,971		3,022
General and administrative	3,849		2,776			10,302		9,089
Change in deferred cost of technology revenues	8		(81		)	298		510
Total stock-based compensation	$	9,026	$	7,339		$	25,461	$	22,489

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Oct. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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. 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 October 31, 2012 and January 31, 2012, the accrued warranty reserve was $246,000 and $194,000, 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 October 31, 2012, the extended warranty deferred revenue and cost was $879,000 and $270,000, respectively. As of January 31, 2012, the extended warranty deferred revenue and cost was $913,000 and $280,000, 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 and the Company provides indemnification for its directors and officers in accordance with Delaware law. 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 August 26, 2009, TiVo filed a complaint against 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 complaint sought, 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 February 24, 2010, Verizon answered TiVo's August 26, 2009 complaint and Verizon asserted counterclaims. The counterclaims sought 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. Patent Nos.: 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"); and 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 sought, among other things, damages and a permanent injunction.

On September 21, 2012, TiVo and Verizon entered into a Settlement and Patent License Agreement (the “Agreement”) to settle and dismiss with prejudice all outstanding litigation between. See Note 10: Verizon Communications Inc. for a complete description of the terms of the settlement and Agreement between Verizon and TiVo.

On February 25, 2011, Motorola Mobility, Inc. and General Instrument Corporation, a subsidiary of Motorola, filed a complaint against TiVo 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 the Company asserted against Verizon in its August 26, 2009 complaint. Additionally, Motorola alleged infringement of U.S. Patent Nos. : 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, the Company served its answer to the complaint and counterclaimed, seeking a declaration that it does not infringe and the patents are invalid. On April 20, 2011, Motorola answered TiVo's counterclaims. On March 26, 2012, TiVo filed an answer to Motorola's complaint and counterclaims alleging that Motorola and Time Warner Cable infringe U.S. Patent Nos. 6,233,389, 7,529,465, and 6,792,195. On April 12, 2012, Motorola filed a motion to dismiss and strike certain of TiVo's counterclaims. On April 30, 2012, Motorola filed additional causes of action claiming that Motorola co-invented and jointly owns the '389 patent. On May 17, 2012, TiVo filed a motion to dismiss and strike certain of Motorola's claims. On May 17, 2012, Time Warner Cable filed a motion to dismiss TiVo's claims against it for failure to state a claim. On June 20, 2012, Time Warner Cable moved to sever and stay TiVo's claims against it. On June 27, 2012, the Court issued a schedule with a pre-trial conference set for April 17, 2013, and jury selection set for May 6, 2013. On July 17, 2012, the Court issued a schedule reflecting these same dates. On July 18, 2012, the Court issued an order denying Time Warner Cable's motion to sever and stay TiVo's claims against it with respect to Motorola products sold by Time Warner Cable, and granted Time Warner Cable's motion to sever and stay TiVo's claims against it with respect to Cisco products sold by Time Warner Cable, ordering that Time Warner Cable be added as a party to the TiVo v. Cisco action, discussed below. On November 2, 2012, TiVo filed a motion for Rule 11 sanctions against Motorola regarding certain aspects of Motorola's April 30, 2012 amended answer and counterclaims. A claim construction hearing was held on November 27, 2012. The Company expects to incur material expenses in connection with this lawsuit, and in the event it were to lose, it could be forced to pay damages for infringement, to license technology from Motorola, and it could be subject to an injunction preventing it from infringing Motorola's technology or otherwise affecting its business, and in any such case, the Company's business would be harmed. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's, or FASB, ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On May 30, 2012, Cisco Systems, Inc. filed a complaint against TiVo in the United States District Court for the Northern District of California seeking a declaratory judgment of non-infringement and invalidity of U.S. Patent Nos. 6,233,389, 7,529,465, 7,493,015, and 6,792,195, and injunctive relief. On August 10, 2012, the Court ordered this action transferred to the United States District Court for the Eastern District of Texas. 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. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On June 4, 2012, TiVo filed a complaint against Cisco Systems, Inc. in the United States District Court for the Eastern District of Texas for infringement of U.S. Patent Nos. 6,233,389, 7,529,465, 7,493,015, and 6,792,195. The complaint seeks, among other things, damages for past infringement and a permanent injunction. On June 21, 2012, Cisco moved to dismiss, stay, and/or transfer this action to the Cisco v. TiVo action, discussed above. On June 29, 2012, Cisco answered TiVo's complaint. On July 17, 2012, the Court scheduled a status conference for August 29, 2012. On July 18, 2012, the Court issued an order in the Motorola v. TiVo action, discussed above, in connection with Time Warner Cable's motion to sever and stay TiVo's claims against it, that Time Warner Cable be added as a party to this action. On August 13, 2012, the Court denied Cisco's motion to dismiss, stay, and/or transfer this action to the Cisco v. TiVo action. On September 19, 2012, TiVo filed a motion to consolidate this action with the Motorola v. TiVo action, discussed above, for pretrial purposes. On October 22, 2012, the Court issued an order denying TiVo's motion to consolidate. On October 23, 2012, the Court issued a Docket Control Order with a Markman hearing set for July 31, 2013, a pre-trial conference set for February 18, 2014, and jury selection set for March 3, 2014. 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. The Company has determined a potential loss is reasonably possible as it is defined by the FASB's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On October 6, 2011, Digital CBT filed a complaint against TiVo in the District of Delaware (“First Action”) alleging infringement of U.S. Patent No. 5,805,173 ("System and Method for Capturing and Transferring Selected Portions of a Video Stream in a Computer System"). Digital CBT sought an injunction and unspecified damages. On March 22, 2012, Digital CBT dismissed the Delaware complaint and filed a substantially identical complaint in the Central District of California (“Second Action”). On July 18, 2012, Digital CBT informed the Company of a potential standing issue with the March 22, 2012 complaint because it appeared that Digital CBT did not have the necessary rights to assert infringement of the '173 patent against the Company. On July 24, 2012, the Company filed a complaint against Digital CBT in the Northern District of California (“Third Action”) requesting declaratory judgment that U.S. Patent No. 5,805,173 ("System and Method for Capturing and Transferring Selected Portions of a Video Stream in a Computer System") is invalid and not infringed. On July 26, 2012, Digital CBT claimed to have corrected its standing problem and filed a complaint against TiVo (“Fourth Action”), substantially identical to its March 22, 2012 complaint against the Company, in the Central District of California. On July 30, 2012, Digital CBT filed a motion to dismiss its own Second Action, which TiVo did not oppose, and on August 29, 2012 the Court dismissed the Second Action. On September 17, 2012, Digital CBT filed a motion to dismiss or alternatively to transfer the Third Action to the Central District of California. On October 29, 2012 the Court transferred the Third Action to the Central District of California, where the Fourth Action is pending and where Digital CBT has a case involving the same patent pending against AT&T. On October 31, 2012 TiVo filed its answer and counterclaims in the Fourth Action. The Company may incur material expenses in connection with these litigations and in the event there is an adverse outcome, the Company's business could be harmed. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

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 October 31, 2012, the Company has not accrued any pre-judgment 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 has accrued $3.2 million for a recent arbitration award related to a contractual dispute. The Company expenses legal costs as they are incurred.

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NET INCOME (LOSS) PER COMMON SHARE

9 Months Ended

Oct. 31, 2012

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

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 net income (loss) per common 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. 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 October 31,					Nine Months Ended October 31,
	2012		2011			2012		2011
	(income/(loss) in thousands)
Numerator:
Net income (loss)	$	59,027	$	(24,498	)	$	10,512	$	94,976
Interest on dilutive notes	1,965		—			—		5,013
Net income (loss) for purpose of computing net income (loss) per diluted share	60,992		(24,498		)	10,512		99,989
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock	119,363,613		117,232,354			119,149,010		116,208,111
Weighted average effect of dilutive securities:
Stock options and restricted stock	3,762,125		—			4,204,433		4,052,426
Convertible senior notes	15,462,193		—			—		15,462,193
Denominator for diluted net income (loss) per common share	138,587,931		117,232,354			123,353,443		135,722,730
Basic net income (loss) per common share	$	0.49	$	(0.21	)	$	0.09	$	0.82
Diluted net income (loss) per common share	$	0.44	$	(0.21	)	$	0.09	$	0.74

The weighted average number of shares outstanding used in the computation of basic and diluted net income (loss) per share in the three and nine months ended October 31, 2012 and 2011 per share do not include the effect of the following potentially outstanding common shares because the effect would have been anti-dilutive:

	Three Months Ended October 31,		Nine Months Ended October 31,
	2012	2011	2012	2011
Unvested restricted stock	2,258,460	5,616,747	1,839,690	1,164,955
Options to purchase common stock	1,689,019	11,424,061	1,676,379	4,473,850
Potential shares to be issued from ESPP	—	188,849	—	—
Convertible senior notes	—	15,462,193	15,462,193	—
Total	3,947,479	32,691,850	18,978,262	5,638,805

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ACQUISITIONS

9 Months Ended

Oct. 31, 2012

Business Combinations [Abstract]

ACQUISITION

ACQUISITIONS

On July 18, 2012, the Company completed its acquisition of TRA Global, Inc. (“TRA”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated July 10, 2012 for the cash amount of $18.8 million.  TRA is a privately-held, media and marketing research company headquartered in New York, New York and TiVo acquired 100% voting interest in the Company. The acquisition of TRA supports the Company's mission to be a leader in audience research measurement solutions. TRA's results of operations and the estimated fair value of assets acquired and liabilities assumed were included in the Company's unaudited consolidated financial statements beginning July 18, 2012. On October 24, 2012, the Company completed another business acquisition for $5.3 million in cash.

 During the quarter ended October 31, 2012 the Company recorded incremental goodwill of $2.1 million of which $1.7 million resulting from contingent legal expenses for TRA that were incurred prior to the acquisition date, with the remaining amount associated with the acquisition that occurred during the quarter ended October 31, 2012. Total acquisition costs, which were expensed as incurred, were approximately $28,000 and $661,000 for the three and nine months ended October 31, 2012.

The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective preliminary fair values on the acquisition date. The Company's allocation of the total purchase price for these two acquisitions is as follows (in thousands):

Description	Value
Cash	$	1,185
Accounts receivable and other assets	1,638
Liabilities	(5,930		)
Identifiable intangibles	14,840
Goodwill	12,281
Total	$	24,014

The following table presents details of the intangible assets acquired through these business combinations (in thousands, except years):

Description	Asset Life in Years	Fair Value
Software Technology	5	$11,710
Customer relationships	2-7	$2,930
Trade name	3	$200
Total identifiable intangible assets		$14,840

The Company does not believe there is any significant residual value associated with these intangible assets. The Company amortizes the intangible assets straight-line over their estimated useful lives. The Company's management determined the fair values of the intangible assets with the assistance of a valuation firm. The estimation of the fair value of the intangible assets required the use of valuation techniques and entailed consideration of all the relevant factors that might affect the fair value, such as present value factors, estimates of future revenues and costs.

Goodwill

The goodwill amount of $12.3 million represents the excess of the purchase price over the fair value of the identified net tangible and intangible assets. The goodwill recognized in these acquisitions was derived from expected benefits from future technology, cost synergies and knowledgeable and experienced workforce who joined the Company after these acquisitions. Goodwill will not be amortized, but will be tested instead for impairment annually in the fourth quarter of each fiscal year or more frequently if certain indicators of impairment are present. The majority of goodwill is not expected to be tax deductible for income tax purposes.

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NET INCOME (LOSS) PER COMMON SHARE Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011
Numerator:
Net income (loss)	$ 59,027	$ (24,498)	$ 10,512	$ 94,976
Interest on dilutive notes	1,965	0	0	5,013
Net Income (loss) for purpose of computing net income (loss) per diluted share	$ 60,992	$ (24,498)	$ 10,512	$ 99,989
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock (in shares)	119,363,613	117,232,354	119,149,010	116,208,111
Weighted average effect of dilutive securities:
Stock options and restricted stock (in shares)	3,762,125	0	4,204,433	4,052,426
Convertible senior notes (in shares)	15,462,193	0	0	15,462,193
Denominator for diluted net income (loss) per common share (in shares)	138,587,931	117,232,354	123,353,443	135,722,730
Basic net income (loss) per common share (in dollars per share)	$ 0.49	$ (0.21)	$ 0.09	$ 0.82
Diluted net income (loss) per common share (in dollars per share)	$ 0.44	$ (0.21)	$ 0.09	$ 0.74

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CASH AND INVESTMENTS (Tables)

9 Months Ended

Oct. 31, 2012

Investments and Cash [Abstract]

Cash Cash Equivalents Short term and Long term investments

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

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Cash and cash equivalents:
Cash	$	12,152	$	7,016
Cash equivalents:
Commercial paper	116,555		106,024
Certificates of deposit	2,000		5,000
Money market funds	40,988		51,515
Corporate debt securities	2,999		—
Foreign government securities	2,772		—
Total cash and cash equivalents	177,466		169,555
Marketable securities:
Certificates of deposit	33,878		52,568
Commercial paper	101,033		81,272
Corporate debt securities	186,441		206,910
US agency securities	44,962		27,332
US Treasury securities	40,328		50,421
Variable-rate demand notes	410		470
Asset and mortgage-backed securities	19,714		13,087
Municipal bonds	19,318		17,184
Current marketable debt securities	446,084		449,244
Total cash, cash equivalents, and marketable securities	$	623,550	$	618,799

Investments Classified by Contractual Maturity Date

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

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Due within 1 year	$	316,693	$	402,164
Due within 1 year through 5 years	128,981		46,610
Due within 5 years through 10 years	—		—
Due after 10 years	410		470
Total	$	446,084	$	449,244

Unrealized Gain (Loss) on Investments

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

	As of October 31, 2012
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificates of deposit	$	33,873	$	5	$	—		$	33,878
Commercial paper	100,955		83		(5		)	101,033
Corporate debt securities	186,344		136		(39		)	186,441
US agency securities	44,951		12		(1		)	44,962
US Treasury securities	40,331		1		(4		)	40,328
Variable-rate demand notes	410		—		—			410
Asset and mortgage-backed securities	19,696		18		—			19,714
Municipal bonds	19,306		12		—			19,318
Total	$	445,866	$	267	$	(49	)	$	446,084
	As of January 31, 2012
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificates of deposit	$	52,625	$	—	$	(57	)	$	52,568
Commercial paper	81,298		13		(39		)	81,272
Corporate debt securities	206,849		159		(98		)	206,910
US agency securities	27,330		3		(1		)	27,332
US Treasury securities	50,360		61		—			50,421
Variable-rate demand notes	470		—		—			470
Asset-backed securities	13,071		16		—			13,087
Municipal bonds	17,186		9		(11		)	17,184
Total	$	449,189	$	261	$	(206	)	$	449,244

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ACQUISITIONS (Tables)

9 Months Ended

Oct. 31, 2012

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

The Company's allocation of the total purchase price for these two acquisitions is as follows (in thousands):

Description	Value
Cash	$	1,185
Accounts receivable and other assets	1,638
Liabilities	(5,930		)
Identifiable intangibles	14,840
Goodwill	12,281
Total	$	24,014

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table presents details of the intangible assets acquired through these business combinations (in thousands, except years):

Description	Asset Life in Years	Fair Value
Software Technology	5	$11,710
Customer relationships	2-7	$2,930
Trade name	3	$200
Total identifiable intangible assets		$14,840

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CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net income (loss)	$ 59,027	$ (24,498)	$ 10,512	$ 94,976
Unrealized gain (loss) on marketable securities	30	(224)	164	(309)
Reclassification adjustment for gains on available-for-sale securities realized during the period	0	0	0	510
Subtotal available-for-sale securities	30	(224)	164	201
Total comprehensive income (loss)	$ 59,057	$ (24,722)	$ 10,676	$ 95,177

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CASH AND INVESTMENTS

9 Months Ended

Oct. 31, 2012

Investments and Cash [Abstract]

CASH AND INVESTMENTS

CASH AND INVESTMENTS

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

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Cash and cash equivalents:
Cash	$	12,152	$	7,016
Cash equivalents:
Commercial paper	116,555		106,024
Certificates of deposit	2,000		5,000
Money market funds	40,988		51,515
Corporate debt securities	2,999		—
Foreign government securities	2,772		—
Total cash and cash equivalents	177,466		169,555
Marketable securities:
Certificates of deposit	33,878		52,568
Commercial paper	101,033		81,272
Corporate debt securities	186,441		206,910
US agency securities	44,962		27,332
US Treasury securities	40,328		50,421
Variable-rate demand notes	410		470
Asset and mortgage-backed securities	19,714		13,087
Municipal bonds	19,318		17,184
Current marketable debt securities	446,084		449,244
Total cash, cash equivalents, and marketable securities	$	623,550	$	618,799

Marketable Securities

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

Contractual Maturity Date

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

	As of
	October 31, 2012		January 31, 2012
	(in thousands)
Due within 1 year	$	316,693	$	402,164
Due within 1 year through 5 years	128,981		46,610
Due within 5 years through 10 years	—		—
Due after 10 years	410		470
Total	$	446,084	$	449,244

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 October 31, 2012
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificates of deposit	$	33,873	$	5	$	—		$	33,878
Commercial paper	100,955		83		(5		)	101,033
Corporate debt securities	186,344		136		(39		)	186,441
US agency securities	44,951		12		(1		)	44,962
US Treasury securities	40,331		1		(4		)	40,328
Variable-rate demand notes	410		—		—			410
Asset and mortgage-backed securities	19,696		18		—			19,714
Municipal bonds	19,306		12		—			19,318
Total	$	445,866	$	267	$	(49	)	$	446,084
	As of January 31, 2012
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificates of deposit	$	52,625	$	—	$	(57	)	$	52,568
Commercial paper	81,298		13		(39		)	81,272
Corporate debt securities	206,849		159		(98		)	206,910
US agency securities	27,330		3		(1		)	27,332
US Treasury securities	50,360		61		—			50,421
Variable-rate demand notes	470		—		—			470
Asset-backed securities	13,071		16		—			13,087
Municipal bonds	17,186		9		(11		)	17,184
Total	$	449,189	$	261	$	(206	)	$	449,244

None of these investments were in a loss position for greater than twelve months as of October 31, 2012 and January 31, 2012

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VERIZON COMMUNICATIONS, INC. (Tables)

9 Months Ended

Oct. 31, 2012

Litigation Settlement Agreement [Abstract]

Schedule of Revenue Recognized for Technology Revenues

While Verizon cash payments from the base license royalties elements under the agreement will be $6.0 million at the end of each calendar quarter through the calendar quarter ending September 30, 2018, revenues have been or are expected to be recognized as follows:

Fiscal Year Ending January 31,	Technology Revenues
	(in thousands)
2013	$8,163
2014	25,163
2015	27,778
2016	29,700
2017	31,266
2018	32,549
2019	16,772
Total	$171,391

XML

ACQUISITIONS Purchase Price Allocation (Details) (USD $) In Thousands, unless otherwise specified	Oct. 31, 2012	Jul. 18, 2012 TRA Global, Inc. [Member]	Oct. 24, 2012 Acquisition-2 [Domain]
Business Acquisition [Line Items]
Cash	$ 1,185
Accounts receivable and other assets	1,638
Liabilities	(5,930)
Identifiable intangibles	14,840
Goodwill	12,281
Total Cash Paid	$ 24,014	$ 18,764	$ 5,250

XML

COMMITMENTS AND CONTINGENCIES (Policies)

9 Months Ended

Oct. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Product Warranties

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. 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 October 31, 2012 and January 31, 2012, the accrued warranty reserve was $246,000 and $194,000, 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 October 31, 2012, the extended warranty deferred revenue and cost was $879,000 and $270,000, respectively. As of January 31, 2012, the extended warranty deferred revenue and cost was $913,000 and $280,000, respectively.

Indemnification Arrangements

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 and the Company provides indemnification for its directors and officers in accordance with Delaware law. 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

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. 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 October 31, 2012 and January 31, 2012, the accrued warranty reserve was $246,000 and $194,000, 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 October 31, 2012, the extended warranty deferred revenue and cost was $879,000 and $270,000, respectively. As of January 31, 2012, the extended warranty deferred revenue and cost was $913,000 and $280,000, 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 and the Company provides indemnification for its directors and officers in accordance with Delaware law. 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 August 26, 2009, TiVo filed a complaint against 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 complaint sought, 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 February 24, 2010, Verizon answered TiVo's August 26, 2009 complaint and Verizon asserted counterclaims. The counterclaims sought 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. Patent Nos.: 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"); and 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 sought, among other things, damages and a permanent injunction.

On September 21, 2012, TiVo and Verizon entered into a Settlement and Patent License Agreement (the “Agreement”) to settle and dismiss with prejudice all outstanding litigation between. See Note 10: Verizon Communications Inc. for a complete description of the terms of the settlement and Agreement between Verizon and TiVo.

On February 25, 2011, Motorola Mobility, Inc. and General Instrument Corporation, a subsidiary of Motorola, filed a complaint against TiVo 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 the Company asserted against Verizon in its August 26, 2009 complaint. Additionally, Motorola alleged infringement of U.S. Patent Nos. : 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, the Company served its answer to the complaint and counterclaimed, seeking a declaration that it does not infringe and the patents are invalid. On April 20, 2011, Motorola answered TiVo's counterclaims. On March 26, 2012, TiVo filed an answer to Motorola's complaint and counterclaims alleging that Motorola and Time Warner Cable infringe U.S. Patent Nos. 6,233,389, 7,529,465, and 6,792,195. On April 12, 2012, Motorola filed a motion to dismiss and strike certain of TiVo's counterclaims. On April 30, 2012, Motorola filed additional causes of action claiming that Motorola co-invented and jointly owns the '389 patent. On May 17, 2012, TiVo filed a motion to dismiss and strike certain of Motorola's claims. On May 17, 2012, Time Warner Cable filed a motion to dismiss TiVo's claims against it for failure to state a claim. On June 20, 2012, Time Warner Cable moved to sever and stay TiVo's claims against it. On June 27, 2012, the Court issued a schedule with a pre-trial conference set for April 17, 2013, and jury selection set for May 6, 2013. On July 17, 2012, the Court issued a schedule reflecting these same dates. On July 18, 2012, the Court issued an order denying Time Warner Cable's motion to sever and stay TiVo's claims against it with respect to Motorola products sold by Time Warner Cable, and granted Time Warner Cable's motion to sever and stay TiVo's claims against it with respect to Cisco products sold by Time Warner Cable, ordering that Time Warner Cable be added as a party to the TiVo v. Cisco action, discussed below. On November 2, 2012, TiVo filed a motion for Rule 11 sanctions against Motorola regarding certain aspects of Motorola's April 30, 2012 amended answer and counterclaims. A claim construction hearing was held on November 27, 2012. The Company expects to incur material expenses in connection with this lawsuit, and in the event it were to lose, it could be forced to pay damages for infringement, to license technology from Motorola, and it could be subject to an injunction preventing it from infringing Motorola's technology or otherwise affecting its business, and in any such case, the Company's business would be harmed. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's, or FASB, ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On May 30, 2012, Cisco Systems, Inc. filed a complaint against TiVo in the United States District Court for the Northern District of California seeking a declaratory judgment of non-infringement and invalidity of U.S. Patent Nos. 6,233,389, 7,529,465, 7,493,015, and 6,792,195, and injunctive relief. On August 10, 2012, the Court ordered this action transferred to the United States District Court for the Eastern District of Texas. 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. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On June 4, 2012, TiVo filed a complaint against Cisco Systems, Inc. in the United States District Court for the Eastern District of Texas for infringement of U.S. Patent Nos. 6,233,389, 7,529,465, 7,493,015, and 6,792,195. The complaint seeks, among other things, damages for past infringement and a permanent injunction. On June 21, 2012, Cisco moved to dismiss, stay, and/or transfer this action to the Cisco v. TiVo action, discussed above. On June 29, 2012, Cisco answered TiVo's complaint. On July 17, 2012, the Court scheduled a status conference for August 29, 2012. On July 18, 2012, the Court issued an order in the Motorola v. TiVo action, discussed above, in connection with Time Warner Cable's motion to sever and stay TiVo's claims against it, that Time Warner Cable be added as a party to this action. On August 13, 2012, the Court denied Cisco's motion to dismiss, stay, and/or transfer this action to the Cisco v. TiVo action. On September 19, 2012, TiVo filed a motion to consolidate this action with the Motorola v. TiVo action, discussed above, for pretrial purposes. On October 22, 2012, the Court issued an order denying TiVo's motion to consolidate. On October 23, 2012, the Court issued a Docket Control Order with a Markman hearing set for July 31, 2013, a pre-trial conference set for February 18, 2014, and jury selection set for March 3, 2014. 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. The Company has determined a potential loss is reasonably possible as it is defined by the FASB's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

On October 6, 2011, Digital CBT filed a complaint against TiVo in the District of Delaware (“First Action”) alleging infringement of U.S. Patent No. 5,805,173 ("System and Method for Capturing and Transferring Selected Portions of a Video Stream in a Computer System"). Digital CBT sought an injunction and unspecified damages. On March 22, 2012, Digital CBT dismissed the Delaware complaint and filed a substantially identical complaint in the Central District of California (“Second Action”). On July 18, 2012, Digital CBT informed the Company of a potential standing issue with the March 22, 2012 complaint because it appeared that Digital CBT did not have the necessary rights to assert infringement of the '173 patent against the Company. On July 24, 2012, the Company filed a complaint against Digital CBT in the Northern District of California (“Third Action”) requesting declaratory judgment that U.S. Patent No. 5,805,173 ("System and Method for Capturing and Transferring Selected Portions of a Video Stream in a Computer System") is invalid and not infringed. On July 26, 2012, Digital CBT claimed to have corrected its standing problem and filed a complaint against TiVo (“Fourth Action”), substantially identical to its March 22, 2012 complaint against the Company, in the Central District of California. On July 30, 2012, Digital CBT filed a motion to dismiss its own Second Action, which TiVo did not oppose, and on August 29, 2012 the Court dismissed the Second Action. On September 17, 2012, Digital CBT filed a motion to dismiss or alternatively to transfer the Third Action to the Central District of California. On October 29, 2012 the Court transferred the Third Action to the Central District of California, where the Fourth Action is pending and where Digital CBT has a case involving the same patent pending against AT&T. On October 31, 2012 TiVo filed its answer and counterclaims in the Fourth Action. The Company may incur material expenses in connection with these litigations and in the event there is an adverse outcome, the Company's business could be harmed. The Company has determined a potential loss is reasonably possible as it is defined by the Financial Accounting Standard Board's ASC 450 Contingencies; however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.

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 October 31, 2012, the Company has not accrued any pre-judgment 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 has accrued $3.2 million for a recent arbitration award related to a contractual dispute. The Company expenses legal costs as they are incurred.