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 July 31, 2004.

OR

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

For the transition period from              to             

Commission file number 000-27141

TIVO INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices including zip code)

(408) 519-9100

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  x    NO  ¨.

The number of shares outstanding of the registrant’s common stock, $0.001 par value, was 80,342,617 as of August 30, 2004.

TIVO INC.

FORM 10-Q

FOR THE FISCAL QUARTER ENDED JULY 31, 2004

TABLE OF CONTENTS

PART I : FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	5
	CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY	6
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	7
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	51
ITEM 4.	CONTROLS AND PROCEDURES	52
PART II : OTHER INFORMATION		52
ITEM 1.	LEGAL PROCEEDINGS	52
ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS	52
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	52
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	52
ITEM 5.	OTHER INFORMATION	52
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K	53
SIGNATURES AND OFFICER CERTIFICATIONS		54

^©2004 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.

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PART I : FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TIVO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(unaudited)

	July 31, 2004		January 31, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents.	$	129,993	$	143,235
Accounts receivable (includes $0 and $1,500 due from related parties), net of allowance for doubtful accounts of $134 and $17 as of July 31, 2004 and January 31, 2004, respectively		14,660		12,131
Inventories		23,088		8,566
Prepaid expenses and other, current (includes $0 and $2,832 prepaid to related parties as of July 31, 2004 and January 31, 2004, respectively)		4,545		5,184
Total current assets.		172,286		169,116
LONG-TERM ASSETS
Property and equipment, net .		8,192		8,695
Intangible assets, net		2,166		2,201
Prepaid expenses and other, long-term (includes $0 and $3,268 prepaid to related parties as of July 31, 2004 and January 31, 2004, respectively)		2,054		3,879
Total long-term assets.		12,412		14,775
Total assets.	$	184,698	$	183,891
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable.	$	32,732	$	15,028
Accrued liabilities (includes $0 and $880 due to related parties as of July 31, 2004 and January 31, 2004, respectively)		14,604		16,125
Deferred revenue, current (includes $0 and $1,814 from related parties as of July 31, 2004 and January 31, 2004, respectively)		37,350		38,392
Total current liabilities.		84,686		69,545
LONG-TERM LIABILITIES
Convertible notes payable (face value $10,450)		6,866		6,005
Deferred revenue, long-term.		43,538		41,895

The accompanying notes are an integral part of these statements.

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TIVO INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands, except share amounts)

(unaudited)

	July 31, 2004			January 31, 2004
Deferred rent and other		626			814
Total long-term liabilities.		51,030			48,714
Total liabilities		135,716			118,259
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 150,000,000 Issued and outstanding shares are 80,319,843 and 79,588,476 respectively		80			80
Additional paid-in capital		646,547			644,064
Deferred compensation.		(568	)		(1,262	)
Accumulated deficit		(597,077	)		(577,250	)
Total stockholders’ equity		48,982			65,632
Total liabilities and stockholders’ equity	$	184,698		$	183,891

The accompanying notes are an integral part of these statements.

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TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(unaudited)

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
Revenues
Service and technology revenues (includes $1,718, $4,078, $6,805 and $8,390 from related parties for the three months and six months ended July 31, 2004 and 2003, respectively) .	$	27,760		$	17,406		$	52,934		$	33,474
Hardware revenues		18,592			8,057			32,929			22,866
Rebates, revenue share and other payments to channel		(6,576	)		1,209			(11,564	)		(1,148	)
Net revenues		39,776			26,672			74,299			55,192
Costs of revenues
Costs of service and technology revenues		9,544			6,929			17,099			14,732
Cost of hardware revenues		22,720			8,558			39,570			22,736
Total cost of revenues		32,264			15,487			56,669			37,468
Gross margin		7,512			11,185			17,630			17,724
Research and development		8,138			5,789			17,137			11,261
Sales and marketing (includes $284, $1,909, $1,100 and $3,782 to related parties for the three months and six months ended July 31, 2004 and 2003, respectively)		6,026			4,502			11,626			8,501
General and administrative		3,794			4,061			8,033			7,839
Total operating expenses		17,958			14,352			36,796			27,601
Loss from operations.		(10,446	)		(3,167	)		(19,166	)		(9,877	)
Interest income.		366			116			693			230
Interest expense and other		(668	)		(1,311	)		(1,324	)		(2,585	)
Loss before income taxes		(10,748	)		(4,362	)		(19,797	)		(12,232	)
Provision for income taxes		(12	)		(25	)		(30	)		(37	)
Net loss	$	(10,760	)	$	(4,387	)	$	(19,827	)	$	(12,269	)
Net loss per common share-basic and diluted	$	(0.13	)	$	(0.07	)	$	(0.25	)	$	(0.19	)
Weighted average common shares used to calculate basic and diluted		80,196,728			65,834,234			79,998,296			64,927,790

The accompanying notes are an integral part of these statements.

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TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’S EQUITY

(In thousands, except share amounts)

(unaudited)

	Common Stock				Additional Paid-In Capital			Deferred Compensation			Accumulated Deficit			Total
	Shares		Amount
BALANCE JANUARY 31, 2004	79,588,476		$	80	$	644,064		$	(1,262	)	$	(577,250	)	$	65,632
Cashless exercise of 654,487 warrants resulting in the net issuance of 241,492 shares of common stock.	241,492														0
Issuance of common stock related to purchase of patent rights.	31,708					306									306
Issuance of common stock related to exercise of common stock options.	204,199					987									987
Issuance of common stock related to employee stock purchase plan.	227,517					1,228									1,228
Retirement due to forfeiture of unvested restricted common stock	(16,852	)				(144	)		144						0
Recognition of stock based compensation expense									298						298
Net loss												(9,067	)		(9,067	)
BALANCE APRIL 30, 2004	80,276,540			80		646,441			(820	)		(586,317	)		59,384
Issuance of common stock related to exercise of common stock options.	43,303					106									106
Recognition of stock based compensation expense									252						252
Net loss												(10,760	)		(10,760	)
BALANCE JULY 31, 2004	80,319,843		$	80	$	646,547		$	(568	)	$	(597,077	)	$	48,982

The accompanying notes are an integral part of these statements.

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TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Six Months Ended July 31,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(19,827	)	$	(12,269	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment and intangibles.		2,330			2,859
Amortization of prepaid advertising		—			752
Non-cash interest expense		940			1,863
Recognition of stock-based compensation expense		550			16
Amortization of note receivable		—			470
Changes in assets and liabilities:
Accounts receivable, net (change includes $1,500 and $151 from related parties for the six months ended July 31, 2004 and 2003)		(2,529	)		1,528
Inventories		(14,522	)		631
Prepaid expenses and other, current (change includes $2,832 and $(19) to related parties for the six months ended July 31, 2004 and 2003, respectively)		560			226
Prepaid expenses and other, long-term (change includes $3,268 and $370 to related parties for the six months ended July 31, 2004 and 2003, respectively)		1,825			676
Accounts payable		17,704			(2,835	)
Accrued liabilities (change includes $(880) and $(1,151) to related parties for the six months ended July 31, 2004 and 2003, respectively)		(1,215	)		(5,856	)
Deferred revenue, current (change includes $(1,814) and $(1,541) from related parties for the six months ended July 31, 2004 and 2003, respectively)		(1,042	)		(754	)
Deferred revenue, long-term		1,643			278
Deferred rent and other long-term liabilities		(188	)		(606	)
Net cash used in operating activities		(13,771	)		(13,021	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment, net		(1,792	)		(785	)
Net cash used in investing activities		(1,792	)		(785	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock related to employee stock purchase plan		1,228			820
Proceeds from issuance of common stock related to exercise of common stock options		1,093			5,477
Cash proceeds from issuance of common stock		—			26,623
Payment of issuance costs for common stock		—			(500	)
Net cash provided by financing activities		2,321			32,420
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(13,242	)		18,614

The accompanying notes are an integral part of these statements.

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TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands)

(unaudited)

	Six Months Ended July 31,
	2004			2003
CASH AND CASH EQUIVALENTS:
Balance at beginning of period		143,235			44,201
Balance at end of period	$	129,993		$	62,815
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH FLOW INFORMATION
Cash paid for interest.	$	(387	)	$	(722	)
SUPPLEMENTAL DISCLOSURE OF RESTRICTED CASH AND OTHER NON-CASH INVESTING AND FINANCING INFORMATION
Cashless exercise of 654,487 warrants resulting in the net issuance of 241,492 shares of common stock		—			—
Adjustment to deferred compensation as a result of retirement due to forfeiture of unvested restricted common stock.		(144	)		—
Issuance of common stock for purchase of patents rights		(306	)		—
Issuance of compensatory common stock grant at $10.57 per share		—			(370	)

The accompanying notes are an integral part of these statements.

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TIVO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. NATURE OF OPERATIONS

TiVo Inc. (the “Company” or “TiVo”) was incorporated in August 1997 as a Delaware corporation and is located in Alviso, California. On August 21, 2000, TiVo (UK) Ltd., a wholly owned subsidiary of TiVo Inc., was incorporated in the United Kingdom. On October 9, 2001, the Company formed a subsidiary, TiVo International, Inc., also a Delaware corporation. On July 16, 2004, TiVo Intl. II, Inc., a wholly owned subsidiary of TiVo Inc., was incorporated in the Cayman Islands. TiVo is a provider of technology and services for digital video recorders, or DVRs. The Company has developed a subscription-based television service (the “TiVo service”) that allows consumers to record, watch, and control television. The TiVo service also offers the television industry a platform for advertisers, content delivery, and audience research. The TiVo service requires a TiVo-enabled DVR or set-top box. These may be purchased at major consumer electronics retailers throughout the United States or through the Company’s website. Many currently available TiVo-enabled DVRs are broadband-enabled and offer customers the ability to enjoy digital music and photos.

The Company continues to be subject to a number of risks, including delays in development; competitive service offerings; lack of market acceptance and uncertainty of future profitability; the dependence on third parties for manufacturing, marketing, and sales support; the intellectual property claims against the Company; and its highly dependent relationship with DIRECTV. The Company conducts its operations through one reportable segment. The Company anticipates that its business will continue to be seasonal and expects to generate a significant number of its annual new subscriptions during and immediately after the holiday shopping season.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of July 31, 2004 and January 31, 2004 and the results of operations for the three and six-month periods ended July 31, 2004 and 2003 and condensed consolidated statements of cash flows for the six-month periods ended July 31, 2004 and 2003. Additionally, included is the unaudited statement of stockholders’ equity for the six-month period ended July 31, 2004. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of January 31, 2004 and 2003, including the notes thereto, included in the Company’s 2004 Annual Report on Form 10-K. Operating results for the three and six-month periods ended July 31, 2004 are not necessarily indicative of results that may be expected for the year ending January 31, 2005.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Related Parties Relationships

In June 2004, the Company’s relationship with DIRECTV changed. As a result, the Company determined it no longer maintained a related party relationship with DIRECTV as DIRECTV no longer holds an equity position of 5% or more in the Company, DIRECTV no

9

longer had a director on the Company’s board of directors and DIRECTV was not in a position to significantly influence the Company’s management or operating expenses. Accordingly, the Company did not reflect transactions with DIRECTV for activities after May 31, 2004 in the parenthetical related party transaction disclosures included on the consolidated condensed balance sheets and consolidated condensed statements of operations and cash flows for the three months ended July 31, 2004. There was no change to the related party classifications for prior years.

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. Actual results could differ from those estimates.

Inventories

TiVo introduced its Series2 TiVo-enabled DVRs in January 2002. The Company sells these units to certain retailers and distributors, including Best Buy, who make the recorders available nationwide in retail stores, as well as through TiVo’s own online direct sales. As part of these hardware sales activities, TiVo maintains a finished goods inventory of the TiVo-enabled DVRs throughout the year. Inventories are stated at the lower of cost or net realizable value on an aggregate basis, with cost determined using the first-in, first-out method.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over estimated useful lives as follows:

Furniture and fixtures	3-5 years
Computer and office equipment	3-5 years
Lab equipment	3 years
Leasehold improvements	The shorter of 7 years or the life of the lease
Capitalized software for internal use	1-5 years

Maintenance and repair expenditures are expensed as incurred.

Capitalized Software

Costs of computer software to be sold, leased or otherwise marketed have been accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.” The Company achieves technological feasibility upon development of a working model. The period between the development of a working model and the release of the final product to customers is short and, therefore, the development costs incurred during this short period are immaterial and, as such, are not capitalized.

Deferred Rent and Other Long-Term Liabilities

Deferred rent and other long-term liabilities consist primarily of accrued rent resulting from the recognition of the long-term portion of rent and related property taxes and insurance for the Company’s corporate headquarters office buildings.

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Revenue Recognition and Deferred Revenue

During the three and six-month periods ended July 31, 2004 and 2003 the Company generated service revenues from fees for providing the TiVo service to consumers. The Company also generated technology revenues from providing licensing and engineering professional services to other entities that were creating products that provide DVR functionality. In addition, in an effort to increase its subscription growth, the Company manufactured and distributed TiVo branded DVRs. This effort resulted in revenues from the sale of hardware products that enable the TiVo service.

Net revenues for the three and six months ended July 31, 2004 and 2003, respectively, were as follows:

	Three Months Ended July 31,					Six Months Ended July 31,
	2004			2003		2004			2003
	(In thousands)
Net revenues
Service revenues	$	24,333		$	13,757	$	46,492		$	26,459
Technology revenues		3,427			3,649		6,442			7,015
Hardware revenues		18,592			8,057		32,929			22,866
Rebates, revenue share, and other payments to channel		(6,576	)		1,209		(11,564	)		(1,148	)
Net revenues	$	39,776		$	26,672	$	74,299		$	55,192

Revenues from advertising and research services included in service revenues were not material during these periods. For the six months ended July 31, 2004 and 2003, one retail customer generated $17.1 million and $7.2 million of hardware revenues, or approximately 23% and 13% of net revenues, respectively. The same retail customer generated $10.8 million and $2.5 million of hardware revenues, or approximately 27% and 10% of net revenues, respectively, for the three months ended July 31, 2004 and 2003.

Service Revenues. Included in service revenues are revenues from monthly and annual subscription fees to the TiVo service. These subscription revenues are recognized over the period benefited. Subscription revenues from product lifetime subscriptions are recognized ratably over a four-year period, the Company’s estimate of the useful life of the DVR.

Technology Revenues. The Company recognizes technology revenues under technology license and engineering professional services agreements in accordance with the American Institute of Certified Public Accountant’s Statement of Position (“SOP”), 97-2, “Software Revenue Recognition,” as amended. These agreements contain multiple-elements in which vendor specific objective evidence (“VSOE”) of fair value is required for all undelivered elements in order to recognize revenue related to the delivered element. Elements included in the Company’s arrangements may include technology licenses and associated maintenance and support, engineering professional services and other services. The timing of revenue recognition related to these transactions will depend, in part, on whether the Company can establish VSOE for undelivered elements and on how these transactions are structured. As such, revenue recognition may not correspond to the timing of related cash flows or the Company’s work effort.

In arrangements which include engineering professional services that are essential to the functionality of the software or involve significant customization or modification of the software, the Company recognizes revenue using the percentage-of-completion method, as described in SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion. The Company measures progress toward completion based on the ratio of costs incurred to date to total estimated costs of the project, an input method. These estimates are assessed continually during the term of the contract and revisions are reflected when the conditions become known. In some cases, the Company has accepted engineering professional service contracts that were expected to be losses at the time of acceptance in order to gain experience in

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developing new technology that could be used in future products and services. Provisions for all losses on contracts are recorded when estimates indicate that a loss will be incurred on a contract. If the Company is not able to estimate total project revenues, costs, or progress toward completion, but is able to estimate that no loss will be incurred on an arrangement, the Company recognizes revenue to the extent of incremental direct costs until the engineering professional services are complete. Thereafter, any remaining revenue is recognized over the period the maintenance and support or other services are provided.

Hardware Revenues. The Company recognizes hardware revenues, net of allowance for sales returns, from the sales of its TiVo-enabled DVRs. Hardware revenues are recognized upon shipment to consumers or upon delivery to retail customers. The fees for shipping and handling paid by customers are recognized as hardware revenues. The costs associated with shipping and handling these DVRs are expensed as cost of hardware revenues.

Rebates, Revenue Share, and Other Payments to Channel. In accordance with Emerging Issues Task Force (EITF) 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products)”, certain payments to customers such as market development funds and revenue share are shown as a reduction to revenue rather than as a sales and marketing expense. Fiscal year 2004 expenses reflected the reversal of the rebate accrual for rebate programs that ended on April 30, 2003. These payments are classified as “rebates, revenue share, and other payments to channel.”

Deferred Revenues. Deferred revenues consists of unrecognized service and technology fees that have been collected, however the related service has not yet been provided or VSOE of fair value does not exist for the undelivered elements of an arrangement.

Research and Development

Research and development expenses consist primarily of employee salaries, related expenses, and consulting fees relating to the development of the TiVo service platform and products that enable the TiVo service. Research and development costs are expensed as incurred.

Sales and Marketing

Sales and marketing expenses consist primarily of employee salaries and related expenses, media advertising, public relations activities, special promotions, trade shows, and the production of product related items, including collateral and videos. Additionally, included are sales and marketing expenses that consist of cash and non-cash charges related to the Company’s agreements with related parties.

Advertising

The Company expenses advertising costs as the services are provided. Advertising expenses were $1.2 million and $1.7 million for the three and six months ended July 31, 2004 and $444,000 and $199,000 for the three and six months ended July 31, 2003, respectively.

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Interest Expense and Other

Interest expense and other consists of cash and non-cash charges related to interest expense paid to related parties and non-related parties. Included in interest expense are cash charges for coupon interest expense related to the convertible notes payable. Included in non-cash interest expense is amortization of discount on the convertible notes payable and debt issuance costs. The following table summarizes the components of interest expense and other:

	Three Months Ended July 31,				Six Months Ended July 31,
	2004		2003		2004			2003
	(In thousands)
Total cash interest expense		193	$	364		387		$	722
Total non-cash interest expense		475		947		940			1,863
Total interest expense		668		1,311		1,327			2,585
Total other expenses		—		—		(3	)		—
Total interest expense and other	$	668	$	1,311	$	1,324		$	2,585

Stock-Compensation

The Company has stock option plans and an Employee Stock Purchase Plan (“ESPP”), under which officers, employees, consultants and non-employee directors may be granted options to purchase shares of the Company’s authorized but un-issued or reacquired common stock, and may also be granted restricted stock and other stock awards. The Company’s stock option plans are accounted for under the intrinsic value recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. During the six months ended July 31, 2004, options to purchase 2,795,450 shares were granted under the Company’s stock option plans at exercise prices equal to the market price of the underlying common stock on the date of grant. There were no stock options granted with exercise prices less than or greater than market price at the date of grant during this period. The weighted average fair value of the stock options granted during the six months ended July 31, 2004 was $3.18. In addition to the stock options granted during the six months ended July 31, 2004, 16,852 shares of unvested restricted stock that had been granted to an employee who was a former employee were retired due to forfeiture. This resulted in a reversal of $144,000 of deferred compensation. There were 227,517 shares issued to employees under the Company’s ESPP during the six months ended July 31, 2004. The weighted average fair value of the offerings to purchase ESPP shares for the six months ended July 31, 2004 was $2.06. Stock-based compensation expense recognized for the six months ended July 31, 2004 was $550,000.

During the six months ended July 31, 2003, options to purchase 3,149,100 shares were granted under the stock option plans at exercise prices equal to the market price of the underlying common stock on the date of grant. There were no stock options granted with exercise prices less than market price at the date of grant during this period. The weighted average fair value of the stock options granted during the six months ended July 31, 2003 was $3.09. There were 235,918 shares issued to employees under the Company’s Employee Stock Purchase Plan during the six months ended July 31, 2003. The weighted average fair value of the offerings to purchase these ESPP shares for the six months ended July 31, 2003 was $1.45.

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The following table illustrates the effect on the Company’s net loss and basic and diluted loss per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, as amended, to options granted under the Company’s stock option plans and under the Company’s ESPP for the three and six months ended July 31, 2004 and 2003:

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except per share data)
Net loss, as reported	$	(10,760	)	$	(4,387	)	$	(19,827	)	$	(12,269	)
Add back: stock based compensation expense recognized, net of related tax effects		252			16			550			16
Pro forma effect of stock based compensation expense determined under the fair value method for all awards, net of related tax effects		(2,741	)		(3,518	)		(6,138	)		(7,148	)
Net loss, pro forma	$	(13,249	)	$	(7,889	)	$	(25,415	)	$	(19,401	)
Basic and diluted loss per common share, as reported	$	(0.13	)	$	(0.07	)	$	(0.25	)	$	(0.19	)
Basic and diluted loss per common share, pro forma	$	(0.17	)	$	(0.12	)	$	(0.32	)	$	(0.30	)

Option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.

The fair value of each option grant under SFAS 123 was estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of stock options issued to employees and non-employee directors and ESPP offerings were estimated using the Black Scholes option-pricing model assuming no expected dividends and the following weighted average assumptions:

	ESPP				Stock Options
Weighted average assumptions	Six Months Ended July 31,
	2004		2003		2004		2003
Expected term (in years)	0.5		0.5		4.0		4.0
Volatility	53	%	50	%	51	%	50	%
Average risk free interest rate	1.35	%	1.86	%	3.34	%	2.90	%

Net Loss Per Common Share

Basic and diluted net loss per common share is calculated in accordance with SFAS No. 128, “Earnings per Share.” Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding excluding repurchasable common stock of 537,433 and unvested restricted stock outstanding of 68,647 shares for the six months ended July 31, 2004 and repurchasable common stock of 555,412 shares for the six months ended July 31, 2003.

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The weighted average number of shares outstanding used in the computation of basic and diluted net loss per share does not include the effect of the following potentially outstanding shares of common stock. The effect of these potentially outstanding shares were not included in the calculation of diluted net loss per share because the effect would have been antidilutive:

	Six Months Ended July 31,
	2004	2003
Repurchasable common stock	537,433	555,412
Unvested restricted stock outstanding	68,647	—
Number of common shares issuable for convertible notes payable	2,619,045	5,125,313
Options to purchase common stock	15,059,294	12,952,006
Potential shares to be issued from ESPP	485,505	385,200
Warrants to purchase common stock	4,843,644	5,800,209
Total	23,613,568	24,818,140

In February 2004, Global Alliance Partners exercised two of their three-year warrants to purchase 15,000 shares in a cashless exercise that resulted in the net issuance of 10,886 shares of the Company’s common stock. Additionally, NBC, a related party, exercised their five-year warrant to purchase 490,196 shares in a cashless exercise that resulted in the net issuance of 167,373 shares of the Company’s common stock. NBC was issued this warrant in conjunction with the issuance of the convertible notes payable in August 2001.

DIRECTV was issued 155,941 two-year warrants in April 2002 in conjunction with the Warrant and Registration Rights Agreement. These warrants were transferred by DIRECTV to their parent company, Hughes Electronics Corporation. In March 2004, Hughes Electronics Corporation, a former related party, exercised warrants to purchase 149,291 shares in a cashless exercise that resulted in the net issuance of 63,233 shares of the Company’s common stock. The remaining 6,650 warrants expired, unexercised on April 16, 2004.

Comprehensive Loss

The Company has no material components of other comprehensive income or loss and, accordingly, the Comprehensive Loss is the same as the net loss for all periods presented.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturity of these instruments.

Because there is no active public market for the Company’s convertible notes payable, the Company estimates the fair value of its outstanding convertible notes payable by utilizing the value of the common stock that the notes are convertible into. The Company estimates that the convertible notes payable can be valued using the fair value of the underlying stock.

As of July 31, 2004, the convertible notes payable long-term, face value of $10,450,000, were convertible (using the conversion price then in effect of $3.99) into 2,619,045 shares of the Company’s common stock. The closing price of the Company’s common stock on July 30, 2004, as quoted on the Nasdaq, was $5.65. If converted, the total fair value of these shares at the closing price would have been $14.8 million.

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Business Concentrations and Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash with various financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. The majority of the Company’s customers are concentrated in the United States. The Company is subject to a minimal amount of credit risk related to these customers as service revenue is primarily obtained through credit card sales.

The Company is dependent on single suppliers for several key components and services. The Company does not have contracts or arrangements with such suppliers. Instead, the Company purchases these components and services by submitting purchase orders with these companies. The Company also has an agreement with Tribune Media Services, its sole supplier of programming guide data for the TiVo service. If these suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or deliver its products and services to its customers on time or at all.

3. SILICON VALLEY BANK LINE OF CREDIT

On June 29, 2004, the Company renewed its loan and security agreement with Silicon Valley Bank for an additional two years, whereby Silicon Valley Bank agreed to increase the amount of the revolving line of credit it extends to it from a maximum of $6 million to $15 million. The first amendment to the Silicon Valley Bank loan and security agreement also replaces the borrowing base requirement with a requirement that the Company maintains a certain pre-determined Tangible Net Worth (as defined in the first amendment). The line of credit remains secured by a first priority security interest on all of the Company’s assets except for its intellectual property. The line of credit now bears interest at the greater of prime or 4.00% per annum, but in an event of default that is continuing, the interest rate becomes 3.00% above the rate effective immediately before the event of default. The first amendment also allows the Company to enter into foreign exchange forward contracts in which it may commit to purchase from or sell to Silicon Valley Bank a set amount of foreign currency. The loan and security agreement includes, among other terms and conditions, limitations on the Company’s ability to dispose of its assets; merge or consolidate with or into another person or entity; create, incur, assume or be liable for indebtedness (other than certain types of permitted indebtedness, including existing and subordinated debt and debt to trade creditors incurred in the ordinary course of business); create, incur or allow any lien on any of its property or assign any right to receive income except for certain permitted liens; make investments; pay dividends; or make distributions; and contains a requirement that the Company maintain certain financial ratios. Additionally, the loan and security agreement may limit the Company, under certain circumstances, from repaying the repurchase price of its convertible notes payable in cash. At July 31, 2004, the Company was in compliance with these covenants and had zero amounts outstanding under the line of credit. The line of credit terminates and any and all borrowings are due on June 29, 2006, but may be terminated earlier by the Company without penalty upon written notice and prompt repayment of all amounts borrowed.

4. INDEMNIFICATION ARRANGEMENTS AND GUARANTEES

Product Warranties

The Company accrues warranty costs for the expected material and labor required to provide warranty services on its hardware products. The methodology used in determining the liability for product warranty services is based upon historical information and experience. The Company’s warranty reserve liability is calculated as the total volume of unit sales over the warranty period, multiplied by the expected rate of warranty returns multiplied by the estimated cost to replace or repair the customers’ product returns under warranty. The Company’s minimum warranty period to consumers for TiVo-enabled DVRs is 90 days from the date of consumer purchase. Within the minimum warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect. After the minimum warranty period, consumers may exchange a TiVo-enabled DVR with a product defect for a charge. As of July 31, 2004 and 2003, the accrued warranty reserve was $611,000 and $629,000 respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying condensed consolidated balance sheets.

Indemnification Arrangements

The Company undertakes indemnification obligations in its ordinary course of business in connection with, among other things, the licensing of its products, the provision of consulting services and the issuance of securities. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party, generally its business partners or customers, underwriters or certain investors, in connection with various types of claims, which may include, without limitation, claims of intellectual property infringement, certain tax liabilities, negligence, and intentional acts in the performance of services and violations of laws, including certain violations of securities laws. 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. In particular, as the Company has disclosed in Note 6, it is currently indemnifying Sony against a claim of intellectual property infringement brought by Command Audio in connection with Sony’s manufacture and sale of TiVo devices.

The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to its indemnification obligations. 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 in the ordinary course of business.

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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.

5. CONVERTIBLE NOTES PAYABLE

On August 28, 2001, the Company closed a private placement of $51.8 million in face value of 7% convertible notes payable due August 15, 2006 and warrants and received cash proceeds, net of issuance costs, of approximately $40.1 million from accredited investors. During the six months ended July 31, 2004, there were no conversions of notes payable. As of July 31, 2004, the Company had outstanding convertible notes payable at face value of $10.5 million, held by approximately four noteholders.

As of July 31, 2004, the carrying value of the convertible notes payable was as follows:

As of July 31, 2004	Convertible notes payable
	(In thousands)
Face value of convertible notes payable	$	10,450
Unamortized discount resulting from warrants issued to noteholders		(880	)
Unamortized discount resulting from beneficial conversion feature		(2,704	)
Carrying value of convertible notes payable as of July 31, 2004	$	6,866

• Interest expense and other for the six months ended July 31, 2004 includes coupon interest expense of $366,000; amortization of the discount pertaining to the value of the warrants issued on convertible notes payable of $212,000; and amortization of the discount pertaining to the value of beneficial conversion of $649,000. Interest expense and other for the six months ended July 31, 2003 included coupon interest expense of $366,000; amortization of the discount pertaining to the value of the warrants issued on convertible notes payable of $192,000; and amortization of the discount pertaining to the value of beneficial conversion of $676,000.

• Interest expense and other-related parties for the six months ended July 31, 2004 was zero. Interest expense and other-related parties for the six months ended July 31, 2003 included 7% coupon interest of $350,000; amortization of the discount pertaining to the value of the warrants issued on convertible notes payable-related parties of $184,000; and amortization of the discount pertaining to the value of beneficial conversion of $649,000.

• On August 15, 2004, the Company paid $365,750 of coupon interest to holders of its convertible notes payable. Assuming there are no conversions, 7% coupon interest for the outstanding convertible notes payable is paid semi-annually with the next payment of $365,750 scheduled to be paid on February 15, 2005.

• The Company may redeem, pursuant to the terms of the indenture governing the notes, some or all of the notes at any time before maturity at a redemption price of $1,000 per $1,000 principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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6. COMMITMENTS AND CONTINGENCIES

Legal Matters

In September 1999, TiVo received letters from Time Warner, Inc. and Fox Television stating that TiVo’s personal television service exploits these companies’ copyrights without the necessary licenses. The Company believes that the TiVo service does not infringe on these copyrights and believes that there will not be an adverse impact as a result of these letters.

On June 12, 2001, a securities class action lawsuit in which the Company and certain of its officers and directors are named as defendants was filed in the United States District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in the Company’s initial public offering as defendants. This class action was brought on behalf of a purported class of purchasers of the Company’s common stock from September 30, 1999, the time of its initial public offering, through December 6, 2000. The central allegation in this action is that the underwriters in the initial public offering solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased TiVo common stock in the initial public offering and the after-market. The complaint also alleges that the TiVo defendants violated the federal securities laws by failing to disclose in the initial public offering prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 150 issuers have been named in similar lawsuits. In July 2002, an omnibus motion to dismiss all complaints against issuers and individual defendants affiliated with issuers (including the TiVo defendants) was filed by the entire group of issuer defendants in these similar actions. On October 8, 2002, TiVo’s officers were dismissed as defendants in the lawsuit. On February 19, 2003, the court in this action issued its decision on defendants’ omnibus motion to dismiss. This decision dismissed the Section 10(b) claim as to TiVo but denied the motion to dismiss the Section 11 claim as to TiVo and virtually all of the other issuer-defendants.

On June 26, 2003, the plaintiffs announced a proposed settlement with the Company and the other issuer defendants. The proposed settlement provides that the insurers of all settling issuers will guarantee that the plaintiffs recover $1 billion from non-settling defendants, including the investment banks who acted as underwriters in those offerings. In the event that the plaintiffs do not recover $1 billion, the insurers for the settling issuers will make up the difference. Under the proposed settlement, the maximum amount that could be charged to the Company’s insurance policy in the event that the plaintiffs recovered nothing from the investment banks would be approximately $3.9 million. The Company believes that it has sufficient insurance coverage to cover the maximum amount that it may be responsible for under the proposed settlement.

TiVo’s board of directors approved the proposed settlement at a meeting held on June 25, 2003. It is possible that the Federal District Court may not approve the settlement in whole or part. In the event that the Court does not approve the final settlement, the Company believes it has meritorious defenses and intends to defend this action vigorously; however, it could be forced to incur material expenses in the litigation, and in the event there is an adverse outcome, its business could be harmed.

On September 25, 2001, Pause Technology LLC filed a complaint against TiVo in the U.S. District Court for the District of Massachusetts alleging willful and deliberate infringement of U.S. Reissue Patent No. 36,801, entitled “Time Delayed Digital Video System Using Concurrent Recording and Playback.” Pause Technology alleges that it is the owner of this patent, and further alleges that TiVo has willfully and deliberately infringed this patent by making, selling, offering to sell, and using within the United States the TiVo digital video recorder. Pause Technology seeks unspecified monetary damages as well as an injunction against TiVo’s operations. It also seeks attorneys’ fees and costs. On February 6, 2004, TiVo obtained a favorable summary judgment ruling in the case in the District Court. The court ruled that the Company’s software versions 2.0 and above do not infringe Pause’s patent, and accordingly has ordered that judgment be entered in the Company’s favor. On June 16, 2004, Pause Technology filed an appeal to the United States Court of Appeal for the Federal Circuit appealing the February 6, 2004 summary judgment ruling in favor of TiVo. The Company is incurring expenses in connection with this litigation that may become material, and in the event there is an adverse outcome, its business could be harmed.

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On February 5, 2002, Sony Corporation notified TiVo that Command Audio Corporation had filed a complaint against Sony Electronics, Inc. on February 2, 2002 in the U.S. District Court for the Northern District of California. The complaint alleges that, in connection with its sale of digital video recorders and other products, Sony infringes upon two patents owned by Command Audio (U.S. Patent Nos. 5,590,195 (“Information Dissemination Using Various Transmission Modes”) and 6,330,334 (“Method and System for Information Dissemination Using Television Signals”). The complaint seeks injunctive relief, compensatory and treble damages and Command Audio’s costs and expenses, including reasonable attorneys’ fees. On June 15, 2004, the court denied Sony’s motion for summary judgment of invalidity and granted in part and denied in part Command Audio’s motion for summary judgment of infringement. The court found that certain Sony products literally infringed certain claims of the ‘334 patent but did not rule on the validity or enforceability of the patents. A trial limited to certain of Sony’s allegations that the patents-in-suit are unenforceable is scheduled to commence on October 12, 2004. Under the terms of the Company’s agreement with Sony governing the distribution of certain digital video recorders that enable the TiVo service, TiVo is required to indemnify Sony against any and all claims, damages, liabilities, costs and expenses relating to claims that its technology infringes upon intellectual property rights owned by third parties. The Company believes Sony has meritorious defenses against this lawsuit; however, due to its indemnification obligations, the Company is incurring expenses in connection with this litigation. Since February 2002, the Company has incurred $4.8 million in legal expenses. The outcome of this matter or range of potential losses is currently not determinable. If Sony were to lose this lawsuit, the Company’s business could be harmed.

On January 5, 2004, TiVo filed a complaint against EchoStar Communications Corporation in the U.S. District Court for the Eastern District of Texas alleging willful and deliberate infringement of U.S. Patent No. 6,233,389, entitled “Multimedia Time Warping System.” On January 15, 2004, the Company amended its complaint to add EchoStar DBS Corporation, EchoStar Technologies Corporation, and Echosphere Limited Liability Corporation as additional defendants. The Company alleges that it is the owner of this patent, and further alleges that the defendants have willfully and deliberately infringed this patent by making, selling, offering to sell and/or selling digital video recording devices, digital video recording device software, and/or personal television services in the United States. On March 2, 2004, EchoStar filed its answer to the Company’s complaint, moved to dismiss for lack of personal jurisdiction, and moved to transfer the case from the Eastern District of Texas to the Northern District of California. The Company has opposed both of Echostar’s motions. The Company seeks unspecified monetary damages as well as an injunction against the defendants’ further infringement of the patent. The Company could incur material expenses in this litigation.

On August 5, 2004, Compression Labs, Inc. filed a complaint against TiVo Inc., Acer American Corporation, AudioVox Corporation, BancTec, Inc., BenQ America Corporation, Color Dreams, Inc. (d/b/a StarDot Technologies), Google Inc., ScanSoft, Inc., Sun Microsystems Inc., Veo Inc., and Yahoo! Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement, inducement of others to infringe, and contributory infringement of U.S. Patent No. 4,698,672, entitled “Coding System For Reducing Redundancy.” The complaint alleges that Compression Labs, Inc. is the owner of this patent and has the exclusive rights to sue and recover for infringement thereof. The complaint further alleges that the defendants have infringed, induced infringement, and contributorily infringed this patent by selling devices and/or systems in the United States, at least portions of which are designed to be at least partly compliant with the JPEG standard. The Company intends to defend this action vigorously; however, it could be forced to incur material expenses in the litigation and, in the event there is an adverse outcome, the Company’s business could be harmed.

The Company is involved in numerous lawsuits in the ordinary course of its business. The Company assesses potential liabilities in connection with these lawsuits under Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies.” The Company 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. As of July 31, 2004, the Company had not accrued a liability for any of the lawsuits filed against it as the conditions for accrual have not been met.

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Facilities Leases

In October 1999, the Company entered into an office lease with WIX/NSJ Real Estate Limited Partnership for its headquarters. The lease began on March 10, 2000 and has a seven-year term. Monthly rent is approximately $250,000 with built-in base rent escalations periodically throughout the lease term. The lease is classified as an operating lease. Rent expense is recognized using the straight-line method over the lease term and for the six months ended July 31, 2004 and 2003 was $1.5 million and $986,000, respectively. Additionally, the Company delivered a letter of credit totaling $476,683, to WIX/NSJ Real Estate Limited Partnership as collateral for performance by the Company of all of its obligations under the lease. The letter of credit is to remain in effect the entire term of the lease.

The Company’s corporate headquarters consists of two buildings located in Alviso, California, which are used for administrative, sales and marketing, customer service, and product research and development activities. Operating lease cash payments for the six months ended July 31, 2004 and 2003 were $1.5 million and $1.5 million, respectively.

Additionally, the Company leases office space in Berkshire, United Kingdom under an operating lease that expires in March 2006. The Company abandoned this facility in May 2002 and recorded a restructuring accrual of $367,000.

The following table summarizes the accrued facilities expenses recorded as a result of the Company’s unoccupied facility as of July 31, 2004:

	Accrual balance as of January 31, 2004		Total cash payments July 31, 2004			Accrual balance as of July 31, 2004
	(In thousands)
Berkshire, United Kingdom facility lease expenses	$	254	$	(56	)	$	198
Total	$	254	$	(56	)	$	198

Of the total accrued facilities expenses recorded as a result of the Company’s unoccupied facility $85,000 is included in deferred rent and other long-term liabilities and $113,000 is included in accrued liabilities in the accompanying consolidated balance sheet at July 31, 2004.

Future minimum operating lease payments as of July 31, 2004, were as follows:

Fiscal Year Ending	Lease Payments
	(In thousands)
January 31, 2005 (6 months)	$	1,622
January 31, 2006		3,278
January 31, 2007		3,285
January 31, 2008		273
Total	$	8,458

7. SUBSEQUENT EVENTS

On August 9, 2004, the Company acquired a minority interest in TGC, Inc. (“TGC”), a newly formed independent entity. In exchange for the Company’s interest in TGC, it granted TGC a license to certain aspects of its technology for use in The People’s Republic of China, Singapore, Hong Kong, Macau, and Taiwan. Through TGC, the Company’s management expects to gain access to high quality, low-cost engineering resources for the design and development of reduced-cost digital video recorder platforms. Management believes that this investment will enable the Company’s internal research and development team to focus on future service-related enhancements and initiatives. The Company does not believe this transaction will have a material effect on its results of operations in fiscal year 2005.

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Management expects TGC to engage in design, development, and licensing activities related to reduced-cost digital video recorder platforms and technology. The Company and TGC have agreed to share certain costs and expenses relating to research and development. Management also expects TGC will pursue opportunities to market TiVo technology in The People’s Republic of China, Singapore, Hong Kong, Macau, and Taiwan. TGC’s technology license from TiVo is exclusive for the first five years and non-exclusive to TGC for a perpetual period afterwards. Subject to certain terms and conditions, this license grants TGC limited access to portions of TiVo’s source code and provides for both parties to exchange improvements to that code during the first five years. The Company will be entitled to royalty payments from TGC in limited circumstances. In addition, TGC has agreed not to market, without the prior consent of TiVo, any DVR products or DVR services that do not support the TiVo service outside of The People’s Republic of China, Singapore, Hong Kong, Macau, and Taiwan. In the United States, TGC may offer DVR products that support the TiVo service only to TiVo, authorized TiVo licensees or TiVo approved retail distributors.

At closing, TiVo’s preferred share investment accounted for approximately 49.4% of TGC’s equity (approximately 44.3% on a fully-diluted basis assuming the issuance of options to executives of TGC). The remainder of TGC’s shareholders include financial investors (including New Enterprise Associates, a stockholder of TiVo Inc. that has a representative on TiVo’s Board of Directors and holds less then 10% of TGC’s equity) and certain members of TGC’s management team who have contributed cash or services in exchange for equity. Initially, the Company will have two seats on TGC’s five-member Board of Directors. Subject to restrictions and under specific circumstances, the Company also has a limited call right to acquire all of TGC after five years or upon a change of control of TiVo at a premium to TGC’s fair market value. The Company also has the right to acquire at least a majority of TGC in the event of a TGC initial public offering at the net initial public offering price. TGC is incorporated in the Cayman Islands.

With the approval of the Company’s Board of Directors, Ta-Wei Chien, TiVo’s former Senior Vice President, General Manager of TiVo Technologies, will serve as TGC’s Chief Executive Officer and Chairman of TGC’s Board of Directors. Mr. Chien resigned from his current position at TiVo on August 3, 2004.

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

Business Overview

We are a leading provider of technology and services for digital video recorders, or DVRs, a rapidly growing consumer electronics category. Our subscription-based TiVo service improves home entertainment by providing consumers with an easy way to record, watch, and control television. The TiVo service also offers the television industry a platform for advertisers, content delivery, and audience research. Key elements of our strategy revolve around continued investment in technology, research and development, and innovation; partnering with service providers; extending and protecting our intellectual property and continuing to promote and leverage the TiVo brand; and working to improve profitability, market share, and financial strength. Our financial strength and ability to adapt to the current market and economic conditions are dependent in part on our generation of cash flow, effective management of working capital, funding commitments, and other obligations as well as the growth of our business.

Executive Overview and Current Outlook

During the three and six months ended July 31, 2004, we continued to show strong growth in our subscription base and subscription revenues. Additionally, we continued to increase investment in subscription acquisition activities with a focus on growing TiVo-Owned subscriptions. For example, in August 2004 we announced a $100 rebate offer for TiVo Series2 DVRs purchased between August 11, 2004 and September 30, 2004. We anticipate the majority of this investment during the fiscal year 2005 will be in connection with the 2004 holiday shopping season. We believe this investment can create incremental revenue, profits, and cash flows and put us on a long-term growth trajectory towards creating sustainable profitability.

The following table sets forth selected information for the three and six months ended July 31, 2004 and 2003:

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands)
Net revenues	$	39,776		$	26,672		$	74,299		$	55,192
Cost of revenues		(32,264	)		(15,487	)		(56,669	)		(37,468	)
Operating expenses		(17,958	)		(14,352	)		(36,796	)		(27,601	)
Loss from operations	$	(10,446	)	$	(3,167	)	$	(19,166	)	$	(9,877	)
Cash flows from operating activities							$	(13,771	)	$	(13,021	)

Net Revenues. Our net revenues increased $19.1 million, or 35%, during the six months ended July 31, 2004, compared to the same prior-year period. We have added approximately 288,000 net new TiVo-Owned and DIRECTV with TiVo subscriptions in the last three months.

Cost of Revenues. Our costs of revenues increased by approximately 51% during the six months ended July 31, 2004. The cost of hardware revenues for the six months ended July 31, 2004 increased approximately $16.8 million, or approximately 74%, compared to the same prior-year period.

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Operating Expenses. Our operating expenses increased 33% or $9.2 million during the six months ended July 31, 2004, compared to the same prior-year period. We expect our operating expenses to increase due to our increased spending on subscription acquisition activities.

Cash Flows from Operating Activities. Our cash flows from operating activities for six months ended July 31, 2004, declined slightly compared to the same prior-year period.

We continue to be subject to a number of risks, including delays in development; competitive service offerings; lack of market acceptance and uncertainty of future profitability; the dependence on third parties for manufacturing, marketing, and sales support; the intellectual property claims against us; and our highly dependent relationship with DIRECTV. We conduct our operations through one reportable segment. We anticipate that our business will continue to be seasonal and we expect to generate a significant number of our annual new subscriptions during and immediately after the holiday shopping season. To date we have had substantial negative cash flow. During the six months ended July 31, 2004, we had net losses of $(19.8) million. As of July 31, 2004, we had an accumulated deficit of $(597.1) million.

Key Business Metrics

Management periodically reviews certain key business metrics in order to evaluate the effectiveness of our operational strategies, allocate resources, and maximize the financial performance of our business. These key business metrics include subscription growth and cash flows from operating activities.

Subscription Growth. Management believes this metric is a leading indicator of revenue generation in future years. Management uses it to help evaluate the execution and performance of TiVo’s and DIRECTV’s marketing programs in acquiring new subscriptions and retaining existing subscriptions. We define a “subscription” as a contract referencing a TiVo-enabled DVR for which (i) a customer has paid for the TiVo service and (ii) service is not canceled. A product lifetime subscription that has reached the end of the four-year period we use to recognize product lifetime subscription revenues and whose DVR has not made contact to the TiVo service within the prior six-month period, is no longer counted as a subscription. DVRs with the TiVo Basic service that have not upgraded to the TiVo service are not included in our subscription totals. As of July 31, 2004, our total installed subscription base was approximately 1,884,000, approximately 26,000 of which are product lifetime subscriptions that had reached the end of the four-year period we use to recognize product lifetime subscription revenues.

Below is a table that details the growth in our subscription base during the past eight quarters. The TiVo-Owned category refers to subscriptions sold directly by TiVo to customers who have TiVo-enabled DVRs and products, including those manufactured by TiVo, Sony, Pioneer, Toshiba, Philips, and others. The DIRECTV category refers to subscriptions sold by DIRECTV to customers who have integrated DIRECTV satellite receivers with TiVo service. Additionally, we provide a breakdown of the percent of TiVo-Owned subscriptions for which consumers pay a recurring fee, as opposed to a one-time product lifetime fee.

DIRECTV reports and pays us monthly fees on a per-household basis. For households with multiple DIRECTV DVRs with TiVo, we count each unique DVR as a subscription. For the month of July 2004, DIRECTV paid us for approximately 942,000 households, which represented approximately 1,097,000 subscriptions. As a result, there were approximately 155,000 DIRECTV DVRs with TiVo service for which we receive no additional payment from DIRECTV.

In July 2004, we recognized approximately $1.34 in average monthly subscription revenue per DIRECTV subscription, excluding advertising and audience research revenues, compared to approximately $2.45 in July 2003. We calculate average monthly subscription revenue per DIRECTV subscription by dividing average monthly revenues from DIRECTV for the period (DIRECTV subscription revenues during the period divided by the number of months in the period) by average DIRECTV subscriptions for the period. Our average DIRECTV subscriptions were approximately 1,062,000 and 315,000 for the months of July 2004 and 2003, respectively. We expect the average monthly subscription revenue per DIRECTV subscription to continue to decline, at a slower rate, as the mix of DIRECTV subscriptions shifts to the growing number of additions of new DIRECTV subscriptions, which involve no acquisition costs, lower recurring expenses, and lower subscription fees to us.

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	Three Months Ended
(Subscriptions in thousands)	Jul 31, 2004		Apr 30, 2004		Jan 31, 2004		Oct 31, 2003		Jul 31, 2003		Apr 30, 2003		Jan 31, 2003		Oct 31, 2002
Subscription Net Additions:
TiVo-Owned	63		68		130		59		34		37		75		30
DIRECTV	225		196		200		150		56		42		39		16
Total Subscription Net Additions	288		264		330		209		90		79		114		46
Cumulative Subscriptions:
TiVo-Owned	787		724		656		526		467		433		396		321
DIRECTV	1,097		872		676		476		326		270		228		189
Total Cumulative Subscriptions	1,884		1,596		1,332		1,002		793		703		624		510
% of TiVo-Owned Cumulative Subscriptions paying recurring fees	43	%	42	%	40	%	36	%	34	%	34	%	34	%	34	%

Cash Flows From Operating Activities. Management reviews this metric to aid it in evaluating our operating results. We believe this metric is useful to investors primarily as a tool to track changes in our cash flows used in operations and compare to those of other companies. Management expects that net cash used in operating activities for the fiscal year 2005 will increase as compared to the fiscal year 2004 due to increased spending attributable to our previously disclosed increased investment in subscription acquisition activities in an effort to obtain future subscription revenues.

	Six Months Ended July 3l,
	2004			2003
	(In thousands)
Net loss	$	(19,827	)	$	(12,269	)
Net cash used in operating activities		(13,771	)		(13,021	)

Critical Accounting Estimates

Critical accounting estimates are those that reflect significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. We base our discussion and analysis on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles as described in Item 1. Note 1. The preparation of these financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances. The results of this analysis form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions. For a detailed discussion on the application of these and other accounting estimates, see Item 1. Note 2. “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements.

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Recognition Period for Product Lifetime Subscriptions Revenues. TiVo offers a product lifetime subscription option for the life of the DVR for a one-time, upfront payment. We recognize subscription revenues from lifetime subscriptions ratably over a four-year period, based on our estimate of the useful life of these DVRs. If the useful life of the recorder were shorter or longer than four-years, we would recognize revenues earlier or later. As of July 31, 2004, approximately 1% of our total installed subscription base was product lifetime subscriptions that had reached the end of the four-year period we use to recognize product lifetime subscription revenues. We continued to incur costs of services for these subscriptions without corresponding revenue. We believe the marginal cost to provide service to these subscriptions is not material. Our product is still relatively new, and as we gather more user information, we might revise this estimated life.

Engineering Professional Services Project Cost Estimates. For engineering professional services that are essential to the functionality of the software or involve significant customization or modification, we recognize revenues using the percentage-of-completion method, as described in SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” We recognize revenue by measuring progress toward completion based on the ratio of costs incurred to total estimated costs of the project, an input method. In general, these contracts are long-term and complex. We believe we are able to make reasonably dependable estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances. These estimates include forecasting of costs and schedules, estimating contract revenue related to contract performance, projecting cost to complete, tracking progress of costs incurred to date, and projecting the remaining effort to complete the project. Costs included in engineering professional services are labor, materials, and overhead related to the specific activities that are required for the project. Costs related to general infrastructure or platform development are not included in the engineering professional services project cost estimates. These estimates are assessed continually during the term of the contract and revisions are reflected when the conditions become known. In some cases, we have accepted engineering professional service contracts that were expected to be losses at the time of acceptance in order to gain experience in developing new technology that could be used in future products and services. Provisions for all losses on contracts are recorded when estimates determine that a loss will be incurred on a contract. Using different cost estimates, or different methods of measuring progress to completion, engineering professional services revenues and expenses may produce materially different results. A favorable change in estimates in a period could result in additional revenue and profit, and an unfavorable change in estimates could result in a reduction of revenue and profit or the recording of a loss that would be borne solely by TiVo.

Consumer Rebate Redemption Rates. In accordance with Emerging Issues Task Force (EITF) 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products),” we record an estimated potential liability for our consumer rebate program that is based on the percentage of customers that were reimbursed for the rebate for similar programs and adjust estimates to consider actual redemptions. Using different liability estimates may produce materially different results. A favorable change in liability estimates in a period could result in additional profit and an unfavorable change in liability estimates could result in a reduction of profit. The consumer rebates are recognized as “rebates, revenue share, and other payments to channel” in our consolidated financial statements.

Valuation of Inventory. We maintain a finished goods inventory of TiVo-enabled DVRs throughout the year. We value inventory at the lower of cost or net realizable value with cost determined on the first-in, first-out method. We base write-downs to inventories on changes in selling price of a completed unit. Estimates are based upon current facts and circumstances and are determined in aggregate and evaluated on total pool basis. We continually monitor inventory valuation and purchase commitments for potential losses in net realizable value.

Estimates Used in Complex Agreements. We have a number of complex transactions and commitments. Many of these transactions involve multiple elements and types of consideration, including cash, debt, equity, and services. For example, our relationship with DIRECTV has historically included subscription revenue share expense, engineering professional services revenue, common stock and warrants issued for services, and various platform subsidies. Many of our arrangements require us to make estimations for the valuation of non-cash expenses, such as warrants issued for services, which must be assigned a value using financial models that require us to estimate certain parameters. We have utilized our best estimate of the value of the various elements in accounting for these transactions. Had alternative assumptions been used, the values obtained may have been materially different.

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Results of Operations

Net revenues. Net revenues for the three and six months ended July 31, 2004 and 2003 as a percentage of net revenues were as follows:

	Three Months Ended July 31,										Six Months Ended July 31,
Net revenues	2004					2003					2004					2003
	(In thousands, except percentages)
Service revenues	$	24,333		61	%	$	13,757		52	%	$	46,492		63	%	$	26,459		48	%
Technology revenues		3,427		9	%		3,649		14	%		6,442		9	%		7,015		13	%
Hardware revenues		18,592		47	%		8,057		30	%		32,929		44	%		22,866		41	%
Rebates, revenue share, and other payments to channel		(6,576	)	(17	)%		1,209		4	%		(11,564	)	(16	)%		(1,148	)	(2	)%
Net revenues	$	39,776				$	26,672				$	74,299				$	55,192
Change from same prior-year period		49	%				(24	)%				35	%				15	%

Of the total service revenues and technology revenues for the three months ended July 31, 2004 and 2003, $1.7 million and $4.1 million, respectively, were generated from related parties. For the six months ended July 31, 2004 and 2003, $6.8 million and $8.4 million, respectively, of total service revenues and technology revenues were generated from related parties.

• Service Revenues. Service revenues for the three and six months ended July 31, 2004 increased 77% and 76%, or $10.6 million and $20.0 million, respectively, over the service revenues for the three and six months ended July 31, 2003. These increases were primarily due to the growth in our subscription base. During the three months ended July 31, 2004, we activated approximately 288,000 new subscriptions to the TiVo service bringing the total installed subscription base to approximately 1.9 million as of July 31, 2004, more than double the installed base as of July 31, 2003. Of the 63,000 net new TiVo-Owned subscriptions, during the three months ended July 31, 2004, approximately 60% elected the monthly recurring payment option. Consumer demand for TiVo-enabled DVR and DVD products was driven by broad availability and strong support in the retail channel, a $50 rebate program that began in February 2004, and increased consumer awareness of TiVo. We intend to generate continued TiVo-Owned subscription growth through managing our relationships with leading retailers like Best Buy, Circuit City, and others. Of the 63,000 net new TiVo-Owned subscriptions, during the three months ended July 31, 2004, approximately 60% elected the monthly recurring payment option. Revenues from advertising and research services included in service revenues, while not material during these periods, continue to increase.

• Technology Revenues. In the three and six months ended July 31, 2004, we derived 9% and 9% of our net revenues, or $3.4 million and $6.4 million, respectively, from licensing and engineering professional services. Technology revenues for the three months ended July 31, 2004 were approximately 6% lower than the same period last year due to fewer licensing agreements. One related party customer generated $436,000 and $1.7 million of technology revenues, or 1% and 6% of net revenues for the three months ended July 31, 2004 and 2003, respectively. Going forward, in our relationships with manufacturers and distributors, we are shifting focus from upfront licensing and engineering professional services payments to recurring royalty and service payments. We expect future technology revenues to decline from the fiscal year 2004 levels as we complete existing contracts.

• Hardware Revenues. Hardware revenues, net of allowance for sales returns, for the three and six months ended July 31, 2004, were 47% and 44% of our net revenues, respectively. For the three months ended July 31, 2004 and 2003, one retail customer generated $10.8 million and $2.5 million of hardware revenues, or 27% and 10% of net revenues, respectively. Although volume of units sold increased for the six months ended July 31, 2004 by approximately 83% from the year ago period, the sales price per unit decreased by nearly 42% because we reduced to both retail customers and consumers the sales price per unit.

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• Rebates, revenue share, and other payments to channel. We recognize certain marketing-related payments as a reduction of revenues on our statements of operations. Rebates, revenue share, and other payments to channel increased for the three and six months ended July 31, 2004 as compared to the respective prior-year quarter due to higher revenue share and market development funds paid to retailers. Consumer rebate expenses were $2.2 million and $3.8 million, respectively, for the three and six months ended July 31, 2004, as compared to $(3.1) million and $(1.9) million for the three and six months ended July 31, 2003. Fiscal year 2004 expenses reflected the reversal of the rebate accrual for rebate programs that ended on April 30, 2003. We expect our fiscal year 2005 rebates, revenue share, and other payments to channel to be higher due to our increased investment in subscription acquisition activities. For example, in August 2004 we announced a $100 rebate offer for TiVo Series2 DVRs purchased between August 11, 2004 and September 30, 2004.

Cost of service and technology revenues.

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except percentages)
Cost of service revenues	$	6,836		$	3,909		$	12,429		$	8,083
Cost of technology revenues		2,708			3,020			4,670			6,649
Cost of service and technology revenues		9,544			6,929			17,099			14,732
Change from same prior-year period		38	%		(9	)%		16	%		13	%
Percentage of service and technology revenues		34	%		40	%		32	%		44	%

Costs of service and technology revenues consist primarily of expenses related to providing engineering professional services to our customers, including employee salaries and related costs, as well as prototyping and other material costs. Additional expenses included are telecommunication and network expenses, employee salaries, call center, and other expenses related to providing the TiVo service. Cost of service revenues for the three and six months ended July 31, 2004 increased 75% and 54% or $2.9 million and $4.3 million compared to the same prior-year periods. Total customer care center expenses for the three and six months ended July 31, 2004 increased by 94% and 88%, or $784,000 and $1.5 million, respectively, compared to the same prior-year period due to an increased level of staffing. Additionally, expenses related to the addition of an online community site to provide additional support to TiVo end users nearly doubled from the prior-year period to $504,000, and technology license fees increased by $820,000 for the six months ended July 31, 2004. Cost of technology revenues decreased by approximately 10% and 30% or $312,000 and $2.0 million for the three and six months ended July 31, 2004, as compared to the same prior-year period. This decrease was due to lower provisions for losses on contracts related to providing engineering professional services to customers under agreements for which expenses exceeded the budgeted revenues.

Cost of hardware revenues.

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except percentages)
Cost of hardware revenues	$	22,720		$	8,558		$	39,570		$	22,736
Change from same prior-year period		165	%		(25	)%		74	%		51	%
Percentage of hardware revenues		122	%		106	%		120	%		99	%
Hardware Gross Margin	$	(4,128	)	$	(501	)	$	(6,641	)	$	130

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Costs 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 engage a contract manufacturer to build TiVo-enabled DVRs. We have engaged in the manufacturing and the sale of hardware as a means to grow our service revenues and, as a result, do not intend to generate significant gross margins from these hardware sales. Cost of hardware revenues are driven by a variety of factors related to inventory and channel management. Cost of hardware revenues for the three and six months ended July 31, 2004 increased 165% and 74% as compared to the same prior-year periods primarily as a result of increased manufacturing volume and additional charges taken as a result of inventory revaluation using the lower of cost or net realizable value. These increased expenses resulted in hardware gross loss for the three and six months ended July 31, 2004.

Research and development expenses.

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except percentages)
Research and development expenses	$	8,138		$	5,789		$	17,137		$	11,261
Change from same prior-year period		41	%		28	%		52	%		18	%
Percentage of net revenues		20	%		22	%		23	%		20	%

Our research and development expenses consist primarily of employee salaries, related expenses, and consulting fees. Research and development expenses for the three and six months ended July 31, 2004 increased over the same prior-year periods primarily due to increased salary expenses related to an increase in engineering regular headcount by 55 employees. Additionally, fewer engineers were redeployed from research and development activities to engineering professional services activities which further contributed to this increase.

Sales and marketing expenses.

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except percentages)
Sales and marketing expenses	$	6,026		$	4,502		$	11,626		$	8,501
Change from same prior-year period		34	%		(50	)%		37	%		(79	)%
Percentage of net revenues		15	%		17	%		16	%		15	%

Sales and marketing expenses consist primarily of employee salaries and related expenses, media advertising, public relations activities, special promotions, trade shows, and the production of product related items, including collateral and videos. Sales and marketing expenses also include expenses that consist of cash and non-cash charges related primarily to agreements with related parties.

The largest contributor to the increase of sales and marketing expenses for the three and six months ended July 31, 2004, in terms of absolute dollars, was advertising expense of $747,000 and $1.5 million, respectively, an increase of approximately 171% and 831%, respectively, compared to the prior-year periods. Another contributor to the three and six month increase was public relations and events expense that increased by $612,000 and $565,000, an increase of approximately 1,477% and 99%, respectively. We expect our sales and marketing expenses for the fiscal year ending January 31, 2005 to be higher than for the fiscal year ended January 31, 2004 due to increased subscription acquisition activities.

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General and administrative expenses.

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except percentages)
General and administrative expenses	$	3,794		$	4,061		$	8,033		$	7,839
Change from same prior-year period		(7	)%		13	%		2	%		7	%
Percentage of net revenues		10	%		15	%		11	%		14	%

General and administrative expenses consist primarily of employee salaries and related expenses for executive, administrative, accounting, information systems, customer operations personnel, facility costs, and professional fees. General and administrative expenses for the three months ended July 31, 2004 decreased compared to the same prior-year period primarily due to decreased legal expenses of $632,000 for legal consulting of general corporate matters. However, salaries and wages for the six months ended July 31, 2004 increased 15%, or $506,000 compared to the same prior-year period primarily due to an increase in accounting and information system regular headcount of 6 employees.

Interest income. Interest income resulting from cash and cash equivalents held in interest bearing accounts for the six months ended July 31, 2004 tripled levels from the same prior-year period. The increase was a result of significantly higher levels of cash and cash equivalents, approximately $67.2 million, for the six months ended July 31, 2004, compared to the same prior-year period.

Interest expense and other. Interest expense and other consists of cash and non-cash charges related to interest expense paid to related parties and non-related parties. Interest expense and other for the three and six months ended July 31, 2004 decreased 33% and 35% from the same prior-year periods, respectively, primarily due to fewer convertible notes payable that were due interest payments. Non-cash interest expense for the three and six months ended July 31, 2004 was $475,000 and $940,000, respectively, attributable to the amortization of the discount pertaining to the value of the beneficial conversion feature of the convertible notes payable, the amortization of the issuance of warrants to noteholders, and the amortization of debt issuance costs related to the conversion of other convertible notes payable. During the three and six months ended July 31, 2003, non-cash interest expense was $947,000 and $1.9 million attributable to the amortization of the discount pertaining to the value of the beneficial conversion feature of the convertible notes payable, the amortization of the issuance of warrants to noteholders, and the amortization of debt issuance costs for the convertible notes payable.

Cash interest expense for the three and six months ended July 31, 2004 and 2003 was primarily comprised of $183,000, $189,000, $366,000, and $372,000, respectively, for coupon interest expense on the convertible notes payable. Cash interest expense – related parties for the three and six months ended July 31, 2003 consisted of $175,000 and $350,000, respectively, for coupon interest expense on the convertible notes payable.

	Three Months Ended July 31,						Six Months Ended July 31,
	2004			2003			2004			2003
	(In thousands, except percentages)
Total cash interest expense	$	193		$	364		$	387		$	722
Total non-cash interest expense		475			947			940			1,863
Total interest expense		668			1,311			1,327			2,585
Total other expenses		—			—			(3	)		—
Total interest expense and other	$	668		$	1,311		$	1,324		$	2,585
Change from same prior-year period		(49	)%		(33	)%		(49	)%		(35	)%

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Provision for income taxes. Income tax expense for the three and six months ended July 31, 2004 and 2003 was primarily due to franchise taxes paid to various states and foreign withholding taxes.

Quarterly Results of Operations

The following table represents certain unaudited statement of operations data for our eight most recent quarters ended July 31, 2004. In management’s opinion, this unaudited information has been prepared on the same basis as the audited annual financial statements and includes all adjustments, consisting only of normal recurring adjustments necessary for a fair representation of the unaudited information for the quarters presented. This information should be read in conjunction with our audited consolidated financial statements and the notes thereto, which are included elsewhere in this Quarterly Report. The results of operations for any quarter are not necessarily indicative of results that may be expected for any future period. Prior quarters have been reclassified in order to conform to current quarter classifications.

	Three Months Ended
	Jul 31, 2004			Apr 30, 2004			Jan 31, 2004			Oct 31, 2003			Jul 31, 2003			Apr 30, 2003			Jan 31, 2003			Oct 31, 2002
	(unaudited, in thousands except per share data)
Revenues
Service revenues	$	24,333		$	22,159		$	19,083		$	16,018		$	13,757		$	12,702		$	11,350		$	10,185
Technology revenues		3,427			3,015			2,126			6,656			3,649			3,366			2,365			2,556
Hardware revenues		18,592			14,337			25,537			24,479			8,057			14,809			14,511			16,220
Rebates, revenue share, and other payments to channel		(6,576	)		(4,988	)		(4,114	)		(3,897	)		1,209			(2,357	)		(5,212	)		(3,968	)
Net revenues		39,776			34,523			42,632			43,256			26,672			28,520			23,014			24,993
Costs of Revenues
Cost of service revenues		6,836			5,593			5,252			4,370			3,909			4,174			4,719			3,852
Cost of technology revenues		2,708			1,962			2,496			4,464			3,020			3,629			2,110			1,442
Cost of hardware revenues		22,720			16,850			26,687			25,413			8,558			14,178			14,048			15,588
Total costs of revenues		32,264			24,405			34,435			34,247			15,487			21,981			20,877			20,882
Gross margin		7,512			10,118			8,197			9,009			11,185			6,539			2,137			4,111
Operating Expenses
Research and development		8,138			8,999			5,474			5,432			5,789			5,472			6,319			4,875
Sales and marketing		6,026			5,600			4,742			5,704			4,502			3,999			3,965			4,333
General and administrative		3,794			4,239			4,508			3,949			4,061			3,778			3,365			3,752
Loss from operations		(10,446	)		(8,720	)		(6,527	)		(6,076	)		(3,167	)		(6,710	)		(11,512	)		(8,849	)
Interest income		366			327			135			133			116			114			149			89
Interest expense and other		(668	)		(656	)		(5,672	)		(1,330	)		(1,311	)		(1,274	)		(21,003	)		(2,609	)
Loss before income taxes		(10,748	)		(9,049	)		(12,064	)		(7,273	)		(4,362	)		(7,870	)		(32,366	)		(11,369	)
Provision for income taxes		(12	)		(18	)		(297	)		(115	)		(25	)		(12	)		(164	)		(150	)
Net loss	$	(10,760	)	$	(9,067	)	$	(12,361	)	$	(7,388	)	$	(4,387	)	$	(7,882	)	$	(32,530	)	$	(11,519	)
Net loss per share
Basic and diluted	$	(0.13	)	$	(0.11	)	$	(0.18	)	$	(0.11	)	$	(0.07	)	$	(0.12	)	$	(0.56	)	$	(0.23	)
Weighted average shares used to calculate basic and diluted net loss per share		80,197			79,800			69,055			68,226			65,834			64,021			58,496			51,041

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Liquidity and Capital Resources

We have financed our operations and met our capital expenditure requirements primarily from the proceeds of the sale of equity and debt securities. Our cash resources are subject, in part, to the amount and timing of cash received from subscriptions, licensing and engineering professional services customers, and hardware customers. At July 31, 2004, we had approximately $130.0 million of cash and cash equivalents. For the fiscal year ending January 31, 2005, we have significantly increased our investment in subscription acquisition activities with a focus on growing TiVo-Owned subscriptions. For example, in August 2004 we announced a $100 rebate offer on TiVo Series2 DVRs purchased between August 11, 2004 and September 30, 2004. We believe our cash and cash equivalents, funds generated from operations, and our revolving line of credit facility with Silicon Valley Bank represent sufficient resources to fund operations, capital expenditures, and working capital needs through the fiscal year ending January 31, 2005.

Statement of Cash Flows Discussion

Our primary sources of liquidity are cash flows provided by operations, by financing activities, and our revolving line of credit facility with Silicon Valley Bank. Although we currently anticipate these sources of liquidity will be sufficient to meet our cash needs through the fiscal year ending January 31, 2005, we may require or choose to obtain additional financing. Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution. Please refer to “Factors That May Affect Future Operating Results” below for further discussion.

The following table summarizes our cash flow activities:

	Six Months Ended July 31,
	2004			2003
	(In thousands)
Net cash used in operating activities	$	(13,771	)	$	(13,021	)
Net cash used in investing activities		(1,792	)		(785	)
Net cash provided by financing activities		2,321			32,420

Net Cash Used in Operating Activities

Net cash used in operating activities during the six months ended July 31, 2004 increased 6% or $750,000 as compared to the same prior-year period. This increase was primarily attributable to an increase in inventories of approximately $13.9 million during the six months ended July 31, 2004 as compared to the same prior-year period. Another contributor to the increase in net cash used in operating activities was the increase in net loss of approximately $7.6 million. The primary change in net loss was an increase in costs of hardware revenues of $14.2 million. The increase in net cash used in operations was partially offset by a decrease in payments for accounts payable and accrued liabilities of approximately $7.8 million during the six months ended July 31, 2004 as compared to the same prior-year period and an increase in revenues from subscriptions.

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Net Cash Used in Investing Activities

The increases in net cash used in investing activities for both the six months ended July 31, 2004 and 2003 were primarily attributable to increased purchases of property and equipment to support our business. During the six months ended July 31, 2004, we disposed of one asset valued at $191,000.

Net Cash Provided by Financing Activities

For the six months ended July 31, 2004, the principal source of cash generated from financing activities relates to the issuance of common stock through our employee stock purchase plan. These transactions generated $1.2 million and $820,000, respectively, for the six months ended July 31, 2004 and 2003. Additionally, $1.1 million and $5.5 million were obtained from the issuance of common stock for stock options exercised for the six months ended July 31, 2004 and 2003, respectively. During the six months ended July 31, 2003, we obtained $26.6 million in cash, less cash financing expense of $500,000, from the issuance of common stock.

Financing Agreements

January 2004 Common Stock Offering. On January 30, 2004, we issued 8,000,000 shares of our common stock, par value $.001 per share, at $9.30 per share to institutional investors managed by a large investment management firm headquartered in Boston. The issuance of the shares was registered pursuant to our $100 million universal shelf registration statement on Form S-3 (File No. 333-106731). Our net proceeds from this sale were approximately $74.1 million after deducting our estimated offering expenses. We intend to use the net proceeds for general corporate purposes, primarily to fund sales, marketing and subscription acquisitions, and secondarily to fund research and development, capital expenditures and working capital. Pending the application of the net proceeds, we have invested the proceeds in investment-grade, interest-bearing securities.

$100 Million Universal Shelf Registration Statement. We have an effective universal shelf registration statement on Form S-3 (No. 333-113719) on file with the Securities and Exchange Commission under which we may issue up to $100,000,000 of securities, including debt securities, common stock, preferred stock, and warrants. Depending upon market conditions, we may issue securities under these or future registration statements.

7% Convertible Senior Notes Due 2006. On August 28, 2001, we closed a private placement of $51.8 million in face value of convertible notes payable and received cash proceeds of approximately $43.7 million from investors. In addition, we received non-cash consideration of $8.1 million in the form of advertising and promotional services from Discovery Communications, Inc. and the National Broadcasting Company, Inc., who were existing stockholders. Debt issuance costs were approximately $3.6 million, resulting in net cash proceeds of approximately $40.1 million. Of the total proceeds of $51.8 million, $8.1 million was recorded as prepaid advertising and promotional services. As part of the transaction, we paid $5.0 million in October 2001 to NBC for advertising that ran during the period that began October 1, 2001 and ended March 31, 2002. The current conversion price of the convertible notes payable is $3.99.

Loan and Security Agreement. On June 29, 2004, we renewed our loan and security agreement with Silicon Valley Bank for an additional two years, whereby Silicon Valley Bank agreed to increase the amount of the revolving line of credit it extends to us from a maximum of $6 million to $15 million. The first amendment to the Silicon Valley Bank loan and security agreement also replaces the borrowing base requirement with a requirement that we maintain a certain pre-determined Tangible Net Worth (as defined in the first amendment). The line of credit remains secured by a first priority security interest on all of our assets except for our intellectual property. The line of credit now bears interest at the greater of prime or 4.00% per annum, but in an event of default that is continuing, the interest rate becomes 3.00% above the rate effective immediately before the event of default. The first amendment also allows us to enter into foreign exchange forward contracts in which we may commit to purchase from or sell to Silicon Valley Bank a set amount of foreign currency. The loan and security agreement includes, among other terms and conditions, limitations on our ability to dispose of our assets; merge or consolidate with or into another person or entity; create, incur, assume or be liable for indebtedness (other than

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certain types of permitted indebtedness, including existing and subordinated debt and debt to trade creditors incurred in the ordinary course of business); create, incur or allow any lien on any of our property or assign any right to receive income except for certain permitted liens; make investments; pay dividends; or make distributions; and contains a requirement that we maintain certain financial ratios. At July 31, 2004, we were in compliance with these covenants and had zero amounts outstanding under the line of credit. The line of credit terminates and any and all borrowings are due on June 29, 2006, but may be terminated earlier by us without penalty upon written notice and prompt repayment of all amounts borrowed.

Contractual Obligations

As of July 31, 2004, we had contractual obligations to make the following cash payments:

	Payments by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Operating leases	$	8,458	$	2,469	$	5,989	$	—	$	—
Purchase obligations		26,254		26,254		—		—		—
Long-term debt (a)		10,450		—		10,450		—		—
Coupon interest on long-term convertible notes payable		1,884		732		1,152		—		—
Total contractual cash obligations	$	47,046	$	29,455	$	17,591	$	—	$	—

^(a) Included in long-term debt are amounts owed on our convertible notes payable at face value and our revolving line of credit at July 31, 2004. The table assumes our long-term debt is held to maturity though our convertible notes payable are callable at the Company’s option as of August 28, 2004. There were zero amounts outstanding under the line of credit at July 31, 2004.

Other commercial commitments as of July 31, 2004, were as follows:

	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Standby letter of credit	$	477	$	—	$	477	$	—	$	—
Total commercial commitments	$	477	$	—	$	477	$	—	$	—

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements at July 31, 2004.

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Factors That May Affect Future Operating Results

The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.

We have incurred significant net losses and may never achieve profitability.

We have incurred significant net losses and have had substantial negative cash flows. During the six months ended July 31, 2004 and 2003, our net loss was $(19.8) million and $(12.3) million, respectively. As of July 31, 2004, we had an accumulated deficit of $(597.1) million. We expect to incur significant operating expenses over the next several years in connection with the continued development and expansion of our business. As a result, we expect to continue to incur net losses for the foreseeable future. The size of these net losses depends in part on our subscription revenues and on our expenses. We will need to generate significant additional revenues to achieve profitability. Consequently, we may never achieve profitability, and even if we do, we may not sustain or increase profitability on a quarterly or annual basis in the future.

We face intense competition from a number of sources, which may impair our revenues, increase our subscription acquisition cost, and hinder our ability to generate new subscriptions.

The DVR market is rapidly evolving and we expect to face significant competition. Moreover, the market for in-home entertainment is intensely competitive and subject to rapid technological change. As a result of this intense competition, we could incur increased subscription acquisition cost that could adversely affect our ability to reach sustained profitability in the future. If new technologies render the DVR market obsolete, we may be unable to generate sufficient revenue to cover our expenses and obligations.

We believe that the principal competitive factors in the DVR market are brand recognition and awareness, functionality, ease of use, availability, and pricing. We currently see two primary categories of DVR competitors: DVRs offered by consumer electronics companies, and DVRs offered by cable and satellite operators.

Within each of these two categories, the competition can be further segmented into those offering what we define as basic DVR functionality, and those offering enhanced DVR functionality. Basic DVR functionality includes no or limited program guide data and “VCR-like” controls with manual timeslot-based recordings, usually with no DVR service fee after the consumer purchases the enabling hardware. The TiVo Basic service is an example of basic DVR functionality. Enhanced DVR functionality includes rich program guide data and enhanced scheduling and personalization features, and may or may not require a DVR service fee. The TiVo service is an example of enhanced DVR functionality.

Consumer Electronics Competitors. We compete against several types of products with basic or enhanced DVR functionality offered by consumer electronics companies. These products record an analog television signal output from a cable or satellite set-top box, analog cable feed, or antenna.

• DVRs: ReplayTV has been our primary competitor in the standalone DVR market, offering products with some enhanced DVR functionality. ReplayTV was acquired by D&M Holdings in 2003. D&M Holdings is the parent company of Denon and Marantz, manufacturers of premium audio and video consumer electronics products. In addition, a number of companies have introduced or announced plans for DVRs that can record HD content, including RCA and Lucky Goldstar.

• DVD devices with integrated DVRs: Several consumer electronics companies, including Thomson Multimedia and Panasonic, are producing DVRs integrated with DVD players or DVD recorders. In general, these products do not require DVR service fees and offer basic DVR functionality.

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• Personal computers with DVR software: Several companies are developing DVR software for PC and PC-related platforms. For example, Microsoft’s Windows XP Media Center Edition contains expanded digital media features including some enhanced DVR functionality.

Satellite and Cable DVR Competitors. The DIRECTV satellite receiver with TiVo service competes against other cable and satellite set-top boxes that integrate basic or enhanced DVR functionality into multi-channel receivers.

• Satellite: EchoStar released the DishPVR 501 in 2001, which combined EchoStar Dish Network satellite reception with basic DVR functionality, including repeating timer-based recordings. In July 2002, EchoStar released the DishPVR 721, which offers a limited DVR feature set. EchoStar has also released the DishPVR 921 system for High Definition signals. Additionally, NDS, a company owned by News Corp., a significant stockholder of DIRECTV, has announced that it intends to compete with us to provide additional DVR technology to DIRECTV customers.

• Cable: Scientific-Atlanta sells Explorer 8000 integrated digital cable DVR set-top box to cable operators. This product combines digital and analog cable reception with dual-tuner DVR functionality. Motorola has announced its own plans for integrated cable DVRs. In addition, Motorola has announced plans to build integrated cable DVRs for cable operator Charter Communications using Moxi Media Center software from Digeo. Other DVR technology providers targeting the integrated DVR space include set-top box manufacturers Pioneer and Pace, and software providers NDS and Canal+ Technologies.

• Video on Demand: U.S. cable operators are currently deploying server-based Video on Demand (VOD) technology from SeaChange, Concurrent, nCube, and others, which could potentially evolve into competition. Server-based VOD relies on content servers located within the cable operator’s central head-end that stream video across the network to a digital cable set-top box within the consumer’s home. Cable operators can use VOD to deliver movies, television shows, and other content to consumers. Consumers can watch this programming on demand, with VCR-like pausing and rewinding capabilities. Operators can charge consumers for access to VOD content on a per-transaction or monthly subscription basis, or can offer content without charge. To the extent that cable operators begin to offer regular television programming as part of their VOD offerings, consumers will have an alternate means of watching time-shifted shows to using DVRs.

Licensing Fees. Our licensing revenues depend both upon our ability to successfully negotiate licensing agreements with our consumer electronics and service provider customers and, in turn, upon our customers’ successful commercialization of their underlying products. In addition, we face competition from companies such as Microsoft, OpenTV, NDS, D&M Holdings, Digeo, Ucentric, and Gotuit who have created competing digital video recording technologies. Such companies may offer more economically attractive licensing agreements to service providers and manufacturers of DVRs.

Established competition for advertising budgets. Digital video recorder services, in general, and TiVo, specifically, also compete with traditional advertising media such as print, radio, and television for a share of advertisers’ total advertising budgets. If advertisers do not perceive digital video recording services, in general, and TiVo specifically, as an effective advertising medium, they may be reluctant to devote a significant portion of their advertising budget to promotions on the TiVo service. In addition, advertisers may not support or embrace the TiVo technology due to a belief that our technology’s ability to fast-forward through commercials will reduce the effectiveness of general television advertising.

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

The TiVo service is enabled through the use of a DVR made available by us through a third-party contract manufacturer and a limited number of other third parties. In addition, we rely on sole suppliers for a number of key

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components for the DVRs. We do not control the time and resources that these third parties devote to our business. We cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings, or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates its agreement with us or otherwise fails to perform their obligations in a timely manner, we may be delayed or prevented from commercializing our products and services. Because our relationships with these parties are non-exclusive, they may also support products and services that compete directly with us, or offer similar or greater support to our competitors. Any of these events could require us to undertake unforeseen additional responsibilities or devote additional resources to commercialize our products and services. This outcome would harm our ability to compete effectively and achieve increased market acceptance and brand recognition.

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

If our manufacturing relationships are not successful, we may be unable to satisfy demand for our products and services. We manufacture DVRs that enable the TiVo service through a third-party contract manufacturer. We also have entered and anticipate entering into agreements with consumer electronics manufacturers to manufacture and distribute DVRs that enable the TiVo service. However, we have no minimum volume commitments from any manufacturer. The ability of our consumer electronics manufacturers to reach sufficient production volume of DVRs to satisfy anticipated demand is subject to delays and unforeseen problems such as defects, shortages of critical components and cost overruns. Moreover, they will require substantial lead times to manufacture anticipated quantities of the DVRs that enable the TiVo service. Delays, product shortages, and other problems could impair the retail distribution and brand image and make it difficult for us to attract subscriptions. In addition, the loss of a manufacturer would require us to identify and contract with alternative sources of manufacturing, which we may be unable to do and which could prove time-consuming and expensive. Although we expect to continue to contract with additional consumer electronics companies for the manufacture of DVRs in the future, we may be unable to establish additional relationships on acceptable terms.

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

• NEC is the sole supplier of the CPU and application specific integrated circuit semiconductor devices;

• Broadcom is the sole supplier of the MPEG2 encoder and decoder semiconductor devices;

• Amtek is the sole supplier of the chassis; and

• ATMEL is the sole supplier of the secure microcontroller semiconductor device.

Because we do not require customized components from NEC, Broadcom, Amtek, or ATMEL suppliers, we do not have binding supply agreements with these suppliers. Therefore, they are not contractually obligated to supply us with these key components on a long-term basis or at all. In addition to the above, we have several sole suppliers for key components of our products currently under development.

Tribune is the sole supplier of the program guide data for the TiVo service. Tribune Media Services, Inc. is the current sole supplier of program guide data for the TiVo service. Our current Television Listings Data Agreement with Tribune became effective on March 1, 2004 and has an initial term of three years and will automatically renew for up to two additional terms of one year each unless we notify Tribune of our desire to terminate the agreement at least 90 days before the end of the then-current term.

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If our arrangements or our consumer electronics manufacturers’ arrangements with NEC, Broadcom, Amtek, ATMEL or Tribune Media Services were to terminate or expire, or if we or our manufacturers were unable to obtain sufficient quantities of these components or required program guide data from our suppliers, our search for alternate suppliers could result in significant delays, added expense or disruption in product or service availability.

Intellectual property claims against us could be costly and could result in the loss of significant rights.

From time to time, we receive letters form third parties alleging that we are infringing their intellectual property. Regardless of their merit, we are forced to devote time and resources to respond to these letters. In addition, if any of these third parties or others were to sue us, our business could be harmed because intellectual property litigation may:

• be time-consuming and expensive;

• divert management’s attention and resources away from our business;

• cause delays in product delivery and new service introduction;

• cause the cancellation of new products or services; or

• require us to pay significant royalties and/or licensing fees.

The emerging enhanced-television industry is highly litigious, particularly in the area of on-screen program guides. Additionally, many patents covering interactive television technologies have been granted but have not been commercialized. For example, we are aware of multiple patents for pausing live television. A number of companies in the enhanced-television industry earn substantial profits from technology licensing, and the introduction of new technologies such as ours is likely to provoke lawsuits from such companies. A successful claim of infringement against us, our inability to obtain an acceptable license from the holder of the patent or other right, or our inability to design around an asserted patent or other right could cause our manufacturers to cease manufacturing DVRs that enable the TiVo service, our retailers to stop selling the product or us to cease providing our service, or all of the above, which would eliminate our ability to generate revenues.

Under our agreements with many of our manufacturing and licensing partners, we are obligated to indemnify them in the event that our technology infringes upon the intellectual property rights of third parties. Due to these indemnity obligations, we could be forced to incur material expenses if our manufacturing and licensing partners are sued. If they were to lose the lawsuit, our business could be harmed. In addition, because the products sold by our manufacturing and licensing partners often involve the use of other persons’ technology, this increases our exposure to litigation in circumstances where there is a claim of infringement asserted against the product in question, even if the claim does not pertain to our technology.

Pending intellectual property litigations. On September 25, 2001, Pause Technology LLC filed a complaint against us in the U.S. District Court for the District of Massachusetts alleging willful and deliberate infringement of U.S. Reissue Patent No. 36,801, entitled “Time Delayed Digital Video System Using Concurrent Recording and Playback.” Pause Technology alleges that it is the owner of this patent, and further alleges that we have willfully and deliberately infringed this patent by making, selling, offering to sell, and using within the United States the TiVo-enabled DVR. Pause Technology seeks unspecified monetary damages as well as an injunction against our operations. It also seeks attorneys’ fees and costs. On February 6, 2004, we obtained a favorable summary judgment ruling in the case in the District Court. The court ruled that our software versions 2.0 and above do not infringe Pause’s patent, and accordingly has ordered that judgment be entered in our favor. On June 16, 2004, Pause Technology filed an appeal to the United States Court of Appeal for the Federal Circuit appealing the February 6, 2004 summary judgment ruling in favor of TiVo. We are incurring expenses in connection with this litigation, which may become material, and in the event there is an adverse outcome, our business could be harmed.

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On February 5, 2002, Sony Corporation notified us that Command Audio Corporation had filed a complaint against Sony Electronics, Inc. on February 2, 2002 in the U.S. District Court for the Northern District of California. The complaint alleges that, in connection with its sale of digital video recorders and other products, Sony infringes upon two patents owned by Command Audio U.S. Patent Nos. 5,590,195 (“Information Dissemination Using Various Transmission Modes”) and 6,330,334 (“Method and System for Information Dissemination Using Television Signals”). The complaint seeks injunctive relief, compensatory and treble damages and Command Audio’s costs and expenses, including reasonable attorneys’ fees. On June 15, 2004, the court denied Sony’s motion for summary judgment of invalidity and granted in part and denied in part Command Audio’s motion for summary judgment of infringement. The court found that certain Sony products literally infringed certain claims of the ‘334 patent but did not rule on the validity or unenforceability of the patents. A trial limited to certain of Sony’s allegations that the patents-in-suit are unenforceable is scheduled to commence on October 12, 2004. Under the terms of our agreement with Sony governing the distribution of certain DVRs that enable the TiVo service, we are required to indemnify Sony against any and all claims, damages, liabilities, costs, and expenses relating to claims that our technology infringes upon intellectual property rights owned by third parties. We believe Sony has meritorious defenses against this lawsuit; however, due to our indemnification obligations, we are incurring material expenses in connection with this litigation. Since February 2002, we have incurred $4.8 million in legal expenses. The outcome of this matter or range of potential losses is currently not determinable. If Sony were to lose this lawsuit, our business could be harmed.

On August 5, 2004, Compression Labs, Inc. filed a complaint against TiVo, Acer American Corporation, AudioVox Corporation, BancTec, Inc., BenQ America Corporation, Color Dreams, Inc. (d/b/a StarDot Technologies), Google Inc., ScanSoft, Inc., Sun Microsystems Inc., Veo Inc., and Yahoo! Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement, inducement of others to infringe, and contributory infringement of U.S. Patent No. 4,698,672, entitled “Coding System For Reducing Redundancy.” The complaint alleges that Compression Labs, Inc. is the owner of this patent and has the exclusive rights to sue and recover for infringement thereof. The complaint further alleges that the defendants have infringed, induced infringement, and contributorily infringed this patent by selling devices and/or systems in the United States, at least portions of which are designed to be at least partly compliant with the JPEG standard. We intend to defend this action vigorously; however, we could be forced to incur material expenses in the litigation and, in the event there is an adverse outcome, our business could be harmed.

In addition, we are aware that some media companies may attempt to form organizations to develop standards and practices in the digital video recorder industry. These organizations or individual media companies may attempt to require companies in the digital video recorder industry to obtain copyright or other licenses. Lawsuits or other actions taken by these types of organizations or companies could make it more difficult for us to introduce new services, delay widespread consumer acceptance of our products and services, restrict our use of some television content, increase our costs, and adversely affect our business.

We are highly dependent on our relationship with DIRECTV for subscription growth.

Our relationship with DIRECTV could be affected in the future by News Corp.’s acquisition of The DIRECTV Group. On December 22, 2003, News Corp. acquired General Motors 19.8% economic interest in Hughes, subsequently renamed The DIRECTV Group. Simultaneously, News Corp. acquired an additional 14.2% of The DIRECTV Group for a total of 34% of its outstanding stock. It is possible that DIRECTV under News Corp. could seek to transition to an alternative DVR technology platform, such as that created by NDS, which is majority owned by News Corp. It is also possible News Corp. may slow the pace of DVR deployment by DIRECTV in an effort to protect its content businesses from perceived threats posed by DVRs. NDS has indicated it has plans to deploy a competing DIRECTV DVR service during the first quarter of calendar year 2005.

If our current agreement with DIRECTV expires without being renewed, amended, or replaced, our business could be harmed. A significant number of our new and existing TiVo service subscriptions are DIRECTV customers with TiVo. Our current agreement with DIRECTV does not expire until February 2007. Neither TiVo nor DIRECTV will have any further

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obligations to each other if our current agreement with DIRECTV expires without being renewed, amended, or replaced. While DIRECTV would have the right to continue to service existing DIRECTV receivers with TiVo without payment to us, it would not have the right to add new DIRECTV customers with TiVo. And while TiVo would no longer be able to generate additional revenue from the then-current DIRECTV customers with TiVo, we would have no further obligation to provide upgrades, fixes, new features, or software support. DIRECTV, however, also has the option under our current agreement to buy a royalty-bearing software and technology license from us. This license would grant DIRECTV access to our source code and technology to make, modify (with certain exceptions), sell, and distribute DIRECTV receivers with TiVo to add new subscribers after the expiration of our current agreement.

Our limited operating history may make it difficult for us or investors to evaluate trends and other factors that affect our business.

We were incorporated in August 1997, and we have been providing subscription services only since March 31, 1999. Prior to that time, our operations consisted primarily of research and development efforts. To date, only a limited number of DVRs have been sold, and we have obtained only a limited number of subscriptions to the TiVo service.

As a result of our limited operating history, our historical financial and operating information is of limited value in evaluating our future operating results. It may be difficult to predict accurately our future revenues, costs of revenues, expenses, or results of operations. In addition, any evaluation of our business must be made in light of the risks and difficulties encountered by companies offering products or services in new and rapidly evolving markets. DVR services are a relatively new product category for consumers, and it may be difficult to predict the future growth rate, if any, or size of the market for our products and services. We may be unable to accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us. As a result, we may be unable to make accurate financial forecasts and adjust our spending in a timely manner to compensate for any unexpected revenue shortfall. Such inability could cause our net losses in a given quarter to be greater than expected, which could cause the price of our stock to decline.

We face a number of challenges in the sale and marketing of the TiVo service and products that enable the TiVo service.

Our success depends upon the successful retail marketing of the TiVo service and related DVRs, which began in the third quarter of calendar year 1999.

Many consumers are not aware of the benefits of our products. DVR products and services represent a relatively new consumer electronics category. Retailers, consumers, and potential partners may perceive little or no benefit from digital video recorder products and services. We have only been providing the TiVo service since 1999. Many consumers are not aware of its benefits, and therefore may not value the TiVo service and products that enable the TiVo service. We will need to devote a substantial amount of time and resources to educate consumers and promote our products in order to increase our subscriptions. We cannot be sure that a broad base of consumers will ultimately subscribe to the TiVo service or purchase the products that enable the TiVo service.

Consumers may not be willing to pay for our products and services. Many of our customers already pay monthly fees for cable or satellite television. We must convince these consumers to pay an additional subscription fee to receive the TiVo service. Consumers may perceive the TiVo service and related DVR as too expensive. In order to continue to grow our subscription base, we will need to continue to reduce our costs and lower the price of our DVR. The availability of competing services that do not require subscription fees or that are enabled by low or no cost DVRs will harm our ability to effectively attract and retain subscriptions. In addition, DVRs that enable the TiVo service can be used to pause, rewind, and fast-forward through live shows without an active subscription to the TiVo service. If a significant number of purchasers of the TiVo-enabled DVRs use these devices without subscribing to the TiVo service or cancel their existing subscriptions, our revenue growth will decline and we may not achieve profitability.

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We compete with other consumer electronics products and home entertainment services for consumer spending. DVRs and the TiVo service compete in markets that are crowded with other consumer electronics products and home entertainment services. The competition for consumer spending is intense, and many consumers on limited budgets may choose other products and services over ours. DVRs compete for consumer spending with products such as DVD players, satellite television systems, personal computers, and video game consoles. The TiVo service competes with home entertainment services such as cable and satellite television, movie rentals, pay-per-view, and video on demand. See “We face intense competition from a number of sources, which may impair our revenues and ability to generate subscriptions.”

Many of these products or services have established markets, broad user bases, and proven consumer acceptance. In addition, many of the manufacturers and distributors of these competing devices and services have substantially greater brand recognition, market presence, distribution channels, advertising and marketing budgets and promotional, and other strategic partners. Faced with this competition, we may be unable to effectively differentiate the DVR or the TiVo service from other consumer electronics devices or entertainment services.

We compete with digital cable and satellite DVRs. Cable and satellite service providers are accelerating deployment of integrated cable and satellite receivers with DVRs that bundle basic DVR services with other digital services and do not require their customer to purchase hardware. If we are not able to enter into agreements with these service providers to embed the TiVo service into their offerings, our ability to attract their subscribers to the TiVo service would be limited and our business, financial condition and results of operations would be harmed.

It is expensive to establish a strong brand. We believe that establishing and strengthening the TiVo brand is critical to achieving widespread acceptance of our products and services and to establishing key strategic relationships. The importance of brand recognition will increase as current and potential competitors enter the digital video recorder market with competing products and services. Our ability to promote and position our brand depends largely on the success of our marketing efforts and our ability to provide high quality services and customer support. These activities are expensive and we may not generate a corresponding increase in subscriptions or revenues to justify these costs. If we fail to establish and maintain our brand, or if our brand value is damaged or diluted, we may be unable to attract subscriptions and effectively compete in the digital video recorder market.

We rely on our customers and consumer electronics manufacturers to market and distribute our products and services. In addition to our own efforts, our customers and consumer electronics manufacturers distribute DVRs that enable the TiVo service. We rely on their sales forces, marketing budgets and brand images to promote and support DVRs and the TiVo service. We expect to continue to rely on our relationships with these companies to promote and support DVRs and other devices that enable the TiVo service. The loss of one or more of these companies could require us to undertake more of these activities on our own. As a result, we would spend significant resources to support DVRs and other devices that enable the TiVo service. We also expect to rely on DIRECTV and other partners to provide marketing support for the TiVo service. The failure of one or more of these companies to provide anticipated marketing support will require us to divert more of our limited resources to marketing the TiVo service. If we are unable to provide adequate marketing support for DVRs and the TiVo service, our ability to attract subscriptions to the TiVo service will be limited.

We may agree to share a substantial portion of the revenue we generate from subscription fees with some of our customers and consumer electronics companies. We may be unable to generate enough revenue to cover these obligations.

In previous agreements, we have agreed to share a substantial portion of our subscription and other fees with some of our customers and consumer electronics manufacturing companies in exchange for manufacturing, distribution and marketing support, and discounts on key components for DVRs. Under these agreements, we may be required to share substantial portions of the subscription and other fees attributable to the same subscription with multiple companies. These agreements also require us to share a portion of our subscription fees whether or not we increase or decrease the price of the TiVo service. If we change our subscription fees in response to competitive or other market factors, our operating results would be adversely affected. Our decision to share subscription revenues is based on our expectation that these relationships will help us obtain subscriptions, broaden market acceptance of digital video recorders, and increase our future revenues. If these expectations are not met, we may be unable to generate sufficient revenue to cover our expenses and obligations.

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If we are unable to create multiple revenue streams, we may not be able to cover our expenses.

Although our initial success depends on building a significant customer base and generating subscription fees from the TiVo service, our long-term success will depend on securing additional revenue streams such as:

• licensing;

• advertising;

• audience measurement research;

• revenues from programmers; and

• electronic commerce.

In order to derive substantial revenues from these activities, we will need to attract and retain a large and growing base of subscriptions to the TiVo service. We also will need to work closely with television advertisers, cable and satellite network operators, electronic commerce companies, and consumer electronics manufacturers to develop products and services in these areas. We may not be able to work effectively with these parties to develop products that generate revenues that are sufficient to justify their costs. In addition, we are currently obligated to share a portion of these revenues with several of our strategic partners. Any inability to attract and retain a large and growing group of subscriptions and strategic partners will seriously harm our ability to support new services and develop new revenue streams.

If we are unable to introduce new products or services, or if our new products and services are unsuccessful or unsatisfactory, our ability to grow our subscription base and retain customers may decrease which could cause our revenues to suffer.

To attract and retain subscriptions and generate revenues, we must continue to add functionality and content and introduce products and services which embody new technologies and, in some instances, new industry standards. This challenge will require hardware and software improvements, as well as new collaborations with programmers, advertisers, network operators, hardware manufacturers, and other strategic partners. These activities require significant time and resources and may require us to develop and promote new ways of generating revenue with established companies in the television industry. These companies include television advertisers, cable and satellite network operators, electronic commerce companies, and consumer electronics manufacturers. In each of these examples, a small number of large companies dominate a major portion of the market and may be reluctant to work with us to develop new products and services for digital video recorders. If we are unable to further develop and improve the TiVo service or expand our operations in a cost-effective or timely manner, our ability to attract and retain customers and generate revenue will suffer.

Our ability to retain our current customers may decrease in the future which could increase our TiVo-Owned subscription monthly churn rate and could cause our revenues to suffer.

We believe factors such as increased competition in the DVR marketplace, increased price sensitivity in the consumer base, any deterioration in the quality of our service, or product lifetime subscriptions no longer using our service may cause our TiVo-Owned subscription monthly churn rate to increase. If we are unable to retain our subscriptions by limiting the factors that we believe increase subscription churn, our ability to grow our subscription base could suffer and our revenues could be harmed.

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If we fail to manage our growth, it could disrupt our business and impair our ability to generate revenues.

The growth in our subscription base has placed, and will continue to place, a significant strain on our management, operational and financial resources and systems. Specific risks we face as our business expands include:

Any inability of our systems to accommodate our expected subscription growth may cause service interruptions or delay our introduction of new services. We internally developed many of the systems we use to provide the TiVo service and perform other processing functions. The ability of these systems to scale as we rapidly add new subscriptions is unproven. We must continually improve these systems to accommodate subscription growth and add features and functionality to the TiVo service. Our inability to add software and hardware or to upgrade our technology, systems or network infrastructure could adversely affect our business, cause service interruptions or delay the introduction of new services.

We will need to provide acceptable customer support, and any inability to do so would harm our brand and ability to generate and retain new subscriptions. Our ability to increase sales, retain current and future subscriptions and strengthen our brand will depend in part upon the quality of our customer support operations. Some customers require significant support when installing the DVR and becoming acquainted with the features and functionality of the TiVo service. We have limited experience with widespread deployment of our products and services to a diverse customer base, and we may not have adequate personnel to provide the levels of support that our customers require. In addition, we have entered into agreements with third parties to provide this support and will rely on them for a substantial portion of our customer support functions. Our failure to provide adequate customer support for the TiVo service and DVR will damage our reputation in the digital video recorder and consumer electronics marketplace and strain our relationships with customers and consumer electronics manufacturers. This could prevent us from gaining new or retaining existing subscriptions and could cause harm to our reputation and brand.

We will need to improve our operational and financial systems to support our expected growth, and any inability to do so will adversely affect our billing and reporting. To manage the expected growth of our operations, we will need to improve our operational and financial systems, procedures and controls. Our current and planned systems, procedures and controls may not be adequate to support our future operations and expected growth. For example, we replaced our accounting and billing system at the beginning of August 2000. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our customers and cause harm to our reputation and brand. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could also result in errors in our financial and other reporting.

We must manage product transitions successfully in order to remain competitive.

The introduction of a new product or product line is a complex task, involving significant expenditures in research and development, training, promotion and sales channel development, and management of existing product inventories to reduce the cost associated with returns and slow moving inventory. As new products are introduced, we intend to monitor closely the inventory of products to be replaced, and to phase out their manufacture in a controlled manner. However, we cannot assure you that we will be able to execute product transitions in this manner or that product transitions will be executed without harming our operating results. Failure to develop products with required features and performance levels or any delay in bringing a new product to market could significantly reduce our revenues and harm our competitive position.

The product lifetime subscriptions to the TiVo service that we currently offer commit us to providing services for an indefinite period. The revenue we generate from these subscriptions may be insufficient to cover future costs.

We currently offer product lifetime subscriptions that commit us to provide service for as long as the DVR is in service. We receive the product lifetime subscription fee for the TiVo service in advance and amortize it as subscription revenue over four years, which is our estimate of the service life of the DVR. If these product lifetime subscriptions use the DVR for longer than anticipated, we will incur costs without a corresponding revenue stream and therefore will be required

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to fund ongoing costs of service from other sources. As of July 31, 2004, we had approximately 26,000 product lifetime subscriptions, or approximately 1.38% of our total installed subscription base, had exceeded the four-year period we use to recognize product lifetime subscription revenues.

Tiered pricing for the TiVo service may reduce our average revenue per user.

We may elect to offer additional tiers of the TiVo service at various price points, which may have the effect of reducing our average revenue per user.

The nature of some of our relationships may restrict our ability to operate freely in the future.

From time to time, we may engage in discussions with other parties concerning relationships, which may include equity investments by such parties in our company. We currently have such relationships with companies, including DIRECTV and Sony. While we believe that such relationships have enhanced our ability to finance and develop our business model, the terms and conditions of such relationships may place some restrictions on the operation of our business in the future.

We have limited experience in overseeing manufacturing processes and managing inventory and failure to do so effectively may result in supply imbalances or product recalls.

We have contracted for the manufacture of certain TiVo-enabled DVRs with a contract manufacturer. We sell these units to retailers and distributors, as well as through our own online sales efforts. As part of this effort, we expect to maintain some finished goods inventory of the units throughout the year. Overseeing manufacturing processes and managing inventory are outside of our core business and our experience in these areas is limited. If we fail to effectively oversee the manufacturing process and manage inventory, we may suffer from insufficient inventory to meet consumer demand or excess inventory. Ineffective oversight of the manufacturing process could also result in product recalls.

We have agreed to subsidize the cost of manufacturing DVRs, which may adversely affect our operating results and ability to achieve profitability.

In prior years, we entered into agreements with our consumer electronics manufacturers to manufacture DVRs that enable the TiVo service. In certain agreements, we agreed to pay our manufacturers a per-unit subsidy for each DVR that they manufactured and sold. The amount of the payments varied depending upon the manufacturing costs and selling prices. Under some of these arrangements, we paid a portion of the subsidy when the DVR was shipped, and we did not receive any revenues related to the unit until the unit was sold and the purchaser activated the TiVo service. We may make additional subsidy payments in the future to consumer electronic and other manufacturers in an effort to maintain a commercially viable retail price for the DVRs and other devices that enable the TiVo service.

Product defects, system failures or interruptions to the TiVo service may have a negative impact on our revenues, damage our reputation and decrease our ability to attract new customers.

Our ability to provide uninterrupted service and high quality customer support depends on the efficient and uninterrupted operation of our computer and communications systems. Our computer hardware and other operating systems for the TiVo service are vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. These types of interruptions in the TiVo service may reduce our revenues and profits. We currently house the server hardware that delivers the TiVo service at only one location and continue to explore the benefits of establishing a backup facility. Our business also will be harmed if consumers believe our service is unreliable. In addition to placing increased burdens on our engineering staff, service outages will create a flood of customer questions and complaints that must be responded to by our customer support personnel. Any frequent or persistent system failures could irreparably damage our reputation and brand.

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We have detected and may continue to detect errors and product defects. These problems can affect system uptime and result in significant warranty and repair problems, which could cause customer service and customer relations problems. Correcting errors in our software or fixing defects in our products requires significant time and resources, which could delay product releases and affect market acceptance of the TiVo service. Any delivery by us of products or upgrades with undetected material product defects or software errors could harm our credibility and market acceptance of the DVRs and the TiVo service. In addition, defective products could cause a risk of injury that may subject us to litigation or cause us to have to undertake a product recall. For example, we have become aware of occasions where a part has come loose from the remote control device that comes with the DVRs that enable the TiVo service, including occurrences where a young child has gagged on or ingested a part of the remote control device. While we are unaware of any injuries resulting from the use of our products, if we are required to repair or replace any of our products, we could incur significant costs, which would have a negative impact on our financial condition and results of operations.

We need to safeguard the security and privacy of our subscriptions’ confidential data, and any inability to do so may harm our reputation and brand and expose us to legal action.

The DVR collects and stores viewer preferences and other data that many of our customers consider confidential. Any compromise or breach of the encryption and other security measures that we use to protect this data could harm our reputation and expose us to potential liability. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments could compromise or breach the systems we use to protect our subscriptions’ confidential information. We may be required to make significant expenditures to protect against security breaches or to remedy problems caused by any breaches.

Uncertainty in the marketplace regarding the use of data from subscriptions could reduce demand for the TiVo service and result in increased expenses. Consumers may be concerned about the use of viewing information gathered by the TiVo service and DVR. Currently, we gather anonymous information about our customers’ viewing choices while using the TiVo service, unless a customer affirmatively consents to the collection of personally identifiable viewing information. This anonymous viewing information does not identify the individual customer. Privacy concerns, however, could create uncertainty in the marketplace for digital video recording and our products and services. Changes in our privacy policy could reduce demand for the TiVo service, increase the cost of doing business as a result of litigation costs or increased service delivery costs, or otherwise harm our reputation and business.

We may be required to repurchase our outstanding convertible senior notes upon a repurchase event; however, we may not be able to do so.

Holders of our convertible senior notes may require us to repurchase all or any portion of their notes for cash upon a repurchase event, which includes certain changes in control and a failure of our shares of common stock to be listed for trading on Nasdaq or a U.S. national securities exchange. Our Silicon Valley Bank line of credit agreement may limit us, under certain circumstances, from repaying the repurchase price in cash if we have amounts borrowed against it. Additionally, future debt agreements may prohibit us from repaying the repurchase price in cash. If we are prohibited from repurchasing the notes, we could seek consent from our lenders to repurchase the notes. If we are unable to obtain their consent, we could attempt to refinance the notes. If we were unable to obtain a consent or refinance, we would be prohibited from repurchasing the notes. Even if we are not prohibited from repurchasing the notes, we may not have sufficient funds to do so. If we were unable to repurchase the notes upon a repurchase event, it would result in an event of default under the indenture governing the notes. The occurrence of an event of default under the notes could lead to the acceleration of all amounts outstanding under the notes and may also trigger cross-default provisions resulting in the acceleration of our other then-existing debt. These events in turn could harm our share price as well as our ability to continue our operations.

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Entertainment companies may claim that some of the features of our DVRs violate copyright laws, which could force us to incur significant costs in defending such actions and affect our ability to market the TiVo service and the products that enable the TiVo service.

Although we have not been the subject of such actions to date, one of our former competitor’s digital video recorders was the subject of several copyright infringement lawsuits by a number of major entertainment companies, including the three major television networks. These lawsuits alleged that the competitor’s digital video recorders violate copyright laws by allowing users to skip commercials, delete recordings only when instructed and use the Internet to send recorded materials to other users. TiVo-enabled DVRs have some similar features, including the ability to fast-forward through commercials, the ability to delete recordings only when instructed, and when the TiVoToGo^™ service is released, the ability to transfer recordings from a TiVo-enabled DVR to a PC. Based on market or consumer pressures, we may decide in the future to add additional features similar to those of our former competitors or that may otherwise be objectionable to entertainment companies. If similar actions are filed against us based on current or future features of our DVRs, entertainment companies may seek injunctions to prevent us from including these features and/or damages. Such litigation can be costly and may divert the efforts of our management. Furthermore, if we were ordered to remove features from our DVRs, we may experience increased difficulty in marketing the TiVo service and related TiVo-enabled DVRs and may suffer reduced revenues as a result.

Our success depends on our ability to secure and protect patents, trademarks and other proprietary rights.

Our success and ability to compete are substantially dependent upon our internally developed technology. We rely on patent, trademark and copyright law, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual proprietary rights. However, the steps we take to protect our proprietary rights may be inadequate. We have filed patent applications and provisional patent applications covering substantially all of the technology used to deliver the TiVo service and its features and functionality. To date, several of these patents have been granted, but we cannot assure you that any additional patents will ever be granted, that any issued patents will protect our intellectual property or that third parties will not challenge any issued patents. In addition, other parties may independently develop similar or competing technologies designed around any patents that may be issued to us. Our failure to secure and protect our proprietary rights could have a material adverse effect on our business.

We have filed a patent infringement lawsuit against EchoStar Communications Corporation and may incur significant expenses as a result, and an adverse outcome could harm our business.

On January 5, 2004, we filed a complaint against EchoStar Communications Corporation in the U.S. District Court for the Eastern District of Texas alleging willful and deliberate infringement of U.S. Patent No. 6,233,389, entitled “Multimedia Time Warping System.” On January 15, 2004, we amended our complaint to add EchoStar DBS Corporation, EchoStar Technologies Corporation, and Echosphere Limited Liability Corporation as additional defendants. We allege that we are the owner of this patent and further allege that the defendants have willfully and deliberately infringed this patent by making, selling, offering to sell and/or selling digital video recording devices, digital video recording device software, and/or personal television services in the United States. On March 2, 2004, EchoStar filed its answer to our complaint, moved to dismiss for lack of personal jurisdiction, and moved to transfer the case from the Eastern District of Texas to the Northern District of California. We have opposed both of EchoStar’s motions. We seek unspecified monetary damages as well as an injunction against the defendants’ further infringement of the patent. We could incur material expenses in this litigation.

We could be prevented from selling or developing our TiVo software if the GNU General Public License governing the Linux operating system and Linux kernel and similar licenses under which our product is developed and licensed is not enforceable.

The Linux kernel and the Linux operating system have been developed and licensed under the GNU General Public License and similar open source licenses. These licenses state that any program licensed under them may be liberally copied, modified, and distributed. The GNU General Public license is a subject of litigation in the case of The SCO Group, Inc. v.

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International Business Machines Corp., pending in the United States District Court for the District of Utah. SCO Group, Inc., or SCO, has publicly alleged that certain Linux kernels contain unauthorized UNIX code or derivative works. Uncertainty concerning SCO’s allegations, regardless of their merit, could adversely affect our manufacturing and other customer and supplier relationships. It is possible that a court would hold these licenses to be unenforceable in that litigation or that someone could assert a claim for proprietary rights in our TiVo software that runs on a Linux-based operating system. Any ruling by a court that these licenses are not enforceable, or that Linux-based operating systems, or significant portions of them, may not be liberally copied, modified or distributed, would have the effect of preventing us from selling or developing our TiVo software and would adversely effect our business.

If there is an adverse outcome in the class action litigation that has been filed against us, our business may be harmed.

We and certain of our officers and directors are named as defendants in a consolidated securities class action lawsuit filed in the U.S. District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in our initial public offering as defendants. This class action is brought on behalf of a purported class of purchasers of our common stock from September 30, 1999, the time of our initial public offering, through December 6, 2000. The central allegation in this action is that our IPO underwriters solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased our common stock in our IPO and in the after-market. The complaint also alleges that the TiVo defendants violated the federal securities laws by failing to disclose in our IPO prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 150 issuers have been named in similar lawsuits. In July 2002, an omnibus motion to dismiss all complaints against issuers and individual defendants affiliated with issuers (including the TiVo defendants) was filed by the entire group of issuer defendants in these similar actions. On October 8, 2002, our officers were dismissed as defendants in the lawsuit. On February 19, 2003, the court in this action issued its decision on defendants’ omnibus motion to dismiss. This decision dismissed the Section 10(b) claim as to TiVo but denied the motion to dismiss the Section 11 claim as to TiVo and virtually all of the other issuer-defendants.

On June 26, 2003, the plaintiffs announced a proposed settlement with us and the other issuer defendants. The proposed settlement provides that the insurers of all settling issuers will guarantee that the plaintiffs recover $1 billion from non-settling defendants, including the investment banks who acted as underwriters in those offerings. In the event that the plaintiffs do not recover $1 billion, the insurers for the settling issuers will make up the difference. Under the proposed settlement, the maximum amount that could be charged to our insurance policy in the event that the plaintiffs recovered nothing from the investment banks would be approximately $3.9 million. We believe that we have sufficient insurance coverage to cover the maximum amount that we may be responsible for under the proposed settlement. Our board of directors approved the proposed settlement at a meeting held on June 25, 2003. It is possible that the Federal District Court may not approve the settlement in whole or part. In the event that the Court does not approve the final settlement, we believe we have meritorious defenses and intend to defend this action vigorously; however, we could be forced to incur material expenses in the litigation, and in the event there is an adverse outcome, our business could be harmed.

Legislation, laws or regulations that govern the television industry, the delivery of programming and the collection of viewing information from subscriptions could expose us to legal action if we fail to comply or could require us to change our business.

The delivery of television programming and the collection of viewing information from subscriptions via the TiVo service and a DVR represent a relatively new category in the television and home entertainment industries. As such, it is difficult to predict what laws or regulations will govern our business. Changes in the regulatory climate, the enactment of new legislation, or the expansion, enforcement or interpretation of existing laws could expose us to additional costs and expenses and could require changes to our business. For example, legislation regarding customer privacy or copyright could be enacted or expanded to apply to the TiVo service, which could adversely affect our business. New or existing copyright laws could be applied to restrict the capture of television programming, which would adversely affect our business. It is unknown whether existing laws and regulations will apply to the digital video recorder market. Therefore, it is difficult to anticipate the impact of current or future laws and regulations on our business.

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The Federal Communications Commission has broad jurisdiction over the telecommunications and cable industries. The majority of FCC regulations, while not directly affecting us, do affect many of the companies on whom we substantially rely for the marketing and distribution of the DVR and the TiVo service. As such, the indirect effect of these regulations may adversely affect our business. In addition, the FCC could promulgate new regulations, or interpret existing regulations in a manner that would cause us to incur significant compliance costs or force us to alter the features or functionality of the TiVo service.

Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs and may affect our ability to be in compliance with such new corporate governance provisions in the future.

The existing federal securities laws and regulations impose complex and continually changing regulatory requirements on our operations and reporting. With the enactment of the Sarbanes-Oxley Act of 2002 in July 2002, a significant number of new corporate governance requirements have been adopted or proposed. These new requirements impose comprehensive reporting and disclosure requirements, set stricter independence and financial expertise standards for audit committee members, and impose increased civil and criminal penalties for companies, their chief executive officers, chief financial officers and directors for securities law violations. We expect these developments to increase our legal compliance costs, increase the difficulty and expense in obtaining director and officer liability insurance, and make it harder for us to attract and retain qualified members of our board of directors and/or qualified executive officers. Such developments could harm our results of operations and divert management’s attention from business operations. Additionally, we will have to comply with Section 404 of the Sarbanes-Oxley Act beginning with our fiscal year ending January 31, 2005 which will require our management to report on the adequacy of our internal control over financial reporting and requires our independent auditors to provide a related attestation as to management’s evaluation. If we are not successful in complying with these requirements, our business could be harmed.

The current legislative and regulatory environment affecting accounting principles generally accepted in the United States of America is uncertain and volatile, and significant changes in current principles could affect our financial statements going forward.

The accounting rules and regulations that we must comply with are complex and continually changing. Recent actions and public comments from the Securities Exchange Commission have focused on the integrity of financial reporting generally. Similarly, the U.S. Congress has considered a variety of bills that could affect certain accounting principles. The FASB has recently introduced several new or proposed accounting standards or are developing new proposed standards, such as accounting for stock options, which would represent a significant change from current industry practices. In addition, many companies’ accounting policies are being subject to heightened scrutiny by regulators and the public. While we believe that our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, we cannot predict the impact of future changes to accounting principles or our accounting policies on our financial statements going forward. In addition, were we to change our critical accounting estimates, including with respect to the recognition of revenue from our product lifetime subscriptions, our results of operations could be significantly impacted.

If we lose key management personnel, we may not be able to successfully operate our business.

Our future performance will be substantially dependent on the continued services of our senior management and other key personnel. The loss of any members of our executive management team and our inability to hire additional executive management could harm our business and results of operations. In addition, we do not have key man insurance policies for any of our key personnel.

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Our Certificate of Incorporation, Bylaws, Rights Agreement and Delaware law could discourage a third party from acquiring us and consequently decrease the market value of our common stock.

We may become the subject of an unsolicited attempted takeover of our company. Although an unsolicited takeover could be in the best interests of our stockholders, certain provisions of Delaware law, our organizational documents and our Rights Agreement could be impediments to such a takeover.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also require that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the stockholders and may not be effected by a consent in writing. In addition, special meetings of our stockholders may be called only by a majority of the total number of authorized directors, the chairman of the board, our chief executive officer or the holders of 50% or more of our common stock. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also provide that directors may be removed only for cause by a vote of a majority of the stockholders and that vacancies on the board of directors created either by resignation, death, disqualification, removal or by an increase in the size of the board of directors may be filled by a majority of the directors in office, although less than a quorum. Our Amended and Restated Certificate of Incorporation also provides for a classified board of directors and specifies that the authorized number of directors may be changed only by resolution of the board of directors.

On January 9, 2001, our board of directors adopted a Rights Agreement. Each share of our common stock has attached to it a right to purchase one one-hundredth of a share of our Series B Junior Participating Preferred Stock at a price of $60 per one one-hundredth of a preferred share. Subject to limited exceptions, the rights will become exercisable following the tenth day after a person or group announces the acquisition of 15% or more (or 30.01% or more in the case of America Online, Inc. and its affiliates and associates until such time as America Online and its affiliates and associates cease to beneficially own any common shares) of our common stock, and thereby becomes an “acquiring person,” or announces commencement of a tender offer or exchange offer, the consummation of which would result in the ownership by the person or group of 15% or more (or 30.01% or more in the case of America Online and its affiliates and associates until such time as America Online and its affiliates and associates cease to beneficially own any common shares) of our common stock. The rights are not exercisable as of August 30, 2004. We will be entitled to redeem the rights at $0.01 per right at any time prior to the time that a person or group becomes an acquiring person.

These provisions of Delaware law, our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and our Rights Agreement could make it more difficult for us to be acquired by another company, even if our acquisition is in the best interests of our stockholders. Any delay or prevention of a change of control or change in management could cause the market price of our common stock to decline.

In the future, our revenues and operating results may fluctuate significantly, which may adversely affect the market price of our common stock.

We expect our revenues and operating results to fluctuate significantly due to a number of factors, many of which are outside of our control. Therefore, you should not rely on period-to-period comparisons of results of operations as an indication of our future performance. It is possible that in some periods our operating results may fall below the expectations of market analysts and investors. In this event, the market price of our common stock would likely fall.

Factors that may affect our quarterly operating results include:

• demand for TiVo-enabled DVRs and the TiVo service;

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• the timing and introduction of new services and features on the TiVo service;

• seasonality and other consumer and advertising trends;

• changes in revenue sharing arrangements with our strategic relationships;

• entering into new or terminating existing strategic partnerships;

• changes in the subsidy payments we make to certain strategic relationships;

• changes in our pricing policies, the pricing policies of our competitors and general pricing trends in the consumer electronics market;

• timing of revenue recognition under our licensing agreements;

• loss of subscriptions to the TiVo service; and

• general economic conditions.

Because our expenses precede associated revenues, unanticipated shortfalls in revenues could adversely affect our results of operations for any given period and cause the market price of our common stock to fall.

Seasonal trends may cause our quarterly operating results to fluctuate and our inability to forecast these trends may adversely affect the market price of our common stock.

Consumer electronic product sales have traditionally been much higher during the holiday shopping season than during other times of the year. Although predicting consumer demand for our products is very difficult, we have experienced that sales of DVRs and new subscriptions to the TiVo service have been disproportionately high during the holiday shopping season when compared to other times of the year. If we are unable to accurately forecast and respond to consumer demand for our products, our reputation and brand will suffer and the market price of our common stock would likely fall.

We expect that a portion of our future revenues will come from targeted commercials and other forms of television advertising enabled by the TiVo service. Expenditures by advertisers tend to be seasonal and cyclical, reflecting overall economic conditions as well as budgeting and buying patterns. A decline in the economic prospects of advertisers or the economy in general could alter current or prospective advertisers’ spending priorities or increase the time it takes to close a sale with our advertisers, which could cause our revenues from advertisements to decline significantly in any given period.

If we are unable to raise additional capital on acceptable terms, our ability to effectively manage growth and build a strong brand could be harmed.

We expect that our existing capital resources will be sufficient to meet our cash requirements through the next twelve months. However, as we continue to grow our business, we may need to raise additional capital, which may not be available on acceptable terms or at all. If we cannot raise necessary additional capital on acceptable terms, we may not be able to develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements.

If additional capital is raised through the issuance of equity securities, the percentage ownership of our existing stockholders will decline, stockholders may experience dilution in net book value per share, or these equity securities may have rights, preferences or privileges senior to those of the holders of our common stock. Any debt financing, if available, may involve covenants limiting, or restricting our operations or future opportunities.

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The large number of shares available for future sale could adversely affect the market price for our stock.

Sales of a substantial number of shares of our common stock in the public market or the perception that such sales might occur could adversely affect the market price of our common stock. Several of our stockholders own a substantial number of our shares.

In addition, in August 2001, we issued $51.8 million in principal amount of our convertible senior notes due 2006, of which, as of July 31, 2004, there was $10.5 million in principal amount still outstanding. As of July 31, 2004, these notes were convertible into a maximum of 2,619,045 shares of our common stock. In connection with the convertible notes offering, we also issued five-year warrants to purchase 2,192,404 shares of our common stock that were still outstanding as of July 31, 2004. Pursuant to registration rights agreements with the investors in that offering, we have registered the resale of the convertible notes, warrants and shares of common stock issuable upon conversion or exercise of the convertible notes or warrants.

As of July 31, 2004, options to purchase a total of 15,059,294 shares were outstanding under our option and equity incentive plans, and there were 10,415,768 shares available for future grants. We have filed registration statements with respect to the shares of common stock issuable under our option and equity incentive plans.

Future sales of the shares of the common stock described above, or the registration for sale of such common stock, or the issuance of common stock to satisfy our current or future cash payment obligations or to acquire technology, property, or other businesses, could cause immediate dilution and adversely affect the market price of our common stock. The sale or issuance of such stock, as well as the existence of outstanding options and shares of common stock reserved for issuance under our option and equity incentive plans, as well as the shares issuable upon conversion or exercise of our outstanding convertible notes and warrants, also may adversely affect the terms upon which we are able to obtain additional capital through the sale of equity securities.

We expect to continue to experience volatility in our stock price.

The market price of our common stock is highly volatile. Since our initial public offering in September 1999 through August 30, 2004, our common stock has closed between $71.50 per share and $2.55 per share, closing at $4.25 on August 30, 2004. The market price of our common stock may be subject to significant fluctuations in response to, among other things, the factors discussed in this section and the following factors:

• Changes in estimates of our financial performance or changes in recommendations by securities analysts;

• Our failure to meet, or our ability to exceed, the expectations of securities analysts or investors;

• Release of new or enhanced products or introduction of new marketing initiatives by us or our competitors;

• Announcements by us or our competitors of the creation, developments under or termination of significant strategic relationships, joint ventures, significant contracts or acquisitions;

• Fluctuations in the market prices generally for technology and media-related stocks;

• Fluctuations in general economic conditions;

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• Fluctuations in interest rates;

• Market conditions affecting the television and home entertainment industry and the technology sector;

• Fluctuations in operating results; and

• Additions or departures of key personnel.

The stock market has from time to time experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging companies, and which have often been unrelated to their operating performance. These broad market fluctuations may adversely affect the market price of our common stock.

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 future financial position, services, business development, strategy and our management’s plans and objectives for future operations. 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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report. 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 II, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in particular “Factors That May Affect Future Operating Results,” for a more detailed description of these significant risks and uncertainties.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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. Our investment portfolio only includes highly liquid instruments with original maturities of less than one year.

We are subject to fluctuating interest rates that may affect, adversely or otherwise, our results of operations or cash flows for our cash and cash equivalents and any short-term investments.

The table below presents principal amounts and related weighted average interest rates as of July 31, 2004 for our cash and cash equivalents. We had no short-term investments at this time.

Cash and cash equivalents (in thousands)	$	129,993
Average interest rate		1.01	%

Although payments under the operating lease for our facility are tied to market indices, we are not exposed to material interest rate risk associated with the operating lease.

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ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in our Exchange Act reports 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 timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal quarter covered by this report. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in reaching a level of reasonable assurance in achieving our desired control objectives.

There have been no significant changes in our internal controls over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II : OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The information 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

The information set forth under Note 7. of Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1. of this Report, is incorporated herein by reference.

52

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.0+	Third Amendment to Vendor Agreement, effective as of February 27, 2004, between Best Buy Co., Inc. and TiVo Inc. (filed herewith).
10.1+	Intellectual Property and Technology Agreement, effective as of August 9, 2004, between TiVo Inc., TGC, Inc., and TiVo Intl. II, Inc. (filed herewith).
10.2+	Share Transfer Agreement, effective August 9, 2004, between TGC, Inc., TiVo Inc., and certain other investors listed therein (filed herewith).
10.3+	Investor Rights Agreement, effective August 9, 2004, between TGC, Inc., TiVo Inc., and certain other investors listed therein (filed herewith).
10.4	Consulting Agreement between TiVo Inc. and Tai-Wei Chien dated August 3, 2004 (filed herewith).
31.1	Certification of Michael Ramsay, Chairman of the Board of Directors and Chief Executive Officer of TiVo Inc. dated September 9, 2004 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.
31.2	Certification of David H. Courtney, Executive Vice President and Chief Financial Officer of TiVo Inc. dated September 9, 2004 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.
32.1	Certification of Michael Ramsay, Chairman of the Board of Directors and Chief Executive Officer of TiVo Inc. dated September 9, 2004 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of David H. Courtney, Executive Vice President and Chief Financial Officer of TiVo Inc. dated September 9, 2004 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+ Confidential treatment has been requested as to portions of this exhibit.

(b) REPORTS ON FORM 8-K

The registrant filed the following reports on Form 8-K during the quarter ended July 31, 2004:

• Current Report on Form 8-K (Item 5) on May 25, 2004, regarding the announcement of the registrant’s earnings for the first quarter ended April 30, 2004.

• Current Report on Form 8-K (Items 7 and 12) on May 25, 2004, regarding furnishing the press release of the registrant’s earnings for the first quarter ended April 30, 2004.

• Current Report on Form 8-K (Item 5) on June 4, 2004, regarding the resignation from the board of directors of Mr. Hartenstein.

• Current Report on Form 8-K (Item 5 and 7) on July 15, 2004, regarding the announcement of the registrant’s renewal of its Loan and Security Agreement with Silicon Valley Bank.

Subsequent to July 31, 2004, the registrant filed the following reports on Form 8-K:

• Current Report on Form 8-K (Item 5) on August 11, 2004, regarding the announcement of the registrant’s minority interest in TGC, Inc., a newly formed independent entity.

53

• Current Report on Form 8-K (Item 8.01) on August 26, 2004, regarding the announcement of the registrant’s earnings for the second quarter ended July 31, 2004.

• Current Report on Form 8-K (Items 2.02 and 9.01) on August 26, 2004, regarding furnishing the press release of the registrant’s earnings for the second quarter ended July 31, 2004.

Trademark Acknowledgments

“TiVo,” the TiVo Logo, TiVo Smile Design, “TiVo Central,” “Can’t Miss TV,” “Ipreview,” “TiVoMatic,” “TV Your Way,” “What you want, when you want it,” “TiVolution,” “Overtime Scheduler,” and the Jump Logo are registered trademarks of TiVo Inc.

“Active Preview,” “DIRECTIVO,” Home Media Option, “Life’s too short for bad TV,” “Personal TV,” “Primetime Anytime,” “Season Pass,” “See it, want it, get it,” “Thumbs Down” (logo and text), “Thumbs Up” (logo and text), TiVo Series2 (logo and text), “TiVo, TV Your Way,” “WishList,” and “You’ve got a life, TiVo gets it” are trademarks of TiVo Inc. All other trademarks or trade names appearing in this report are the property of their respective owners.

SIGNATURES

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: September 9, 2004	By:	/s/ Michael Ramsay
		Michael Ramsay
		Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)
Date: September 9, 2004	By:	/s/ David H. Courtney
		David H. Courtney
		Chief Financial Officer and Executive Vice President of Worldwide Operations and Administration
		(Principal Financial and Accounting Officer)

54

EX-10.0

Exhibit 10.0

Exhibit 10.0 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.

THIRD AMENDMENT TO VENDOR AGREEMENT

This THIRD AMENDMENT TO THE VENDOR AGREEMENT (this “Third Amendment”) is effective as of February 27, 2004 (the “Third Amendment Effective Date”) by and between BEST BUY PURCHASING LLC and TIVO INC.

RECITALS

WHEREAS, Best Buy Co., Inc. and TiVo Inc. entered into that certain Vendor Agreement having an effective date of March 3, 2002, as amended (the “Vendor Agreement”); and

WHEREAS, Best Buy Purchasing LLC and TiVo Inc. wish to modify certain provisions in the Vendor Agreement as explicitly set forth in this Third Amendment.

NOW, THEREFORE, Best Buy Purchasing LLC and TiVo Inc. agree as follows:

AGREEMENT

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

1. TERM. Section 16.1 of the Vendor Agreement is hereby amended by replacing “February 29, 2004” with “February 28, 2005”.

2. The second sentence of Section 1.1 of the Vendor Program Agreement attached to the Vendor Agreement is deleted and replaced in its entirety with the following:

“Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement, and sold by Dealer prior to April 1, 2004 to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”).”

3. Section 1 of the Vendor Program Agreement attached to the Vendor Agreement is amended by adding a new Section 1.3, reading as follows:

“1.3 Third Amendment Residuals. Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement and sold by Dealer on or after April 1, 2004 to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”). The amount of such residual shall be [*] (the “[*] Per Box Residual”). Vendor’s entitlement to [*] Per Box Residuals (a) begins upon activation of the TiVo Service by a Subscriber so long as, in the case of a Subscriber with a monthly subscription, such Subscriber does not cancel within [*] of initial activation of the TiVo Service, (b) continues

[*] 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.

after expiration of this Vendor Agreement (if applicable), and (c) terminates as provided in this Section 1. Vendor shall make payment of [*] Per Box Residuals on a [*] basis, and such payment will be delivered to Vendor within thirty (30) days after the end of the applicable [*]. Accompanying such payment will be an electronic file in a format agreed upon by the parties containing information sufficient to substantiate the Residual amounts. The [*] Per Box Residuals for a Subscriber shall continue for: (a) with respect to monthly subscribers to the TiVo Service, for [*] such Subscriber remains subscribed to the TiVo Service but in any event for no longer than [*]; and (b) with respect to DVR lifetime subscribers to the TiVo Service, for [*]. In no event shall Vendor be obligated to pay more than [*] of [*] Per Box Residuals per DVR. The [*] Per Box Residuals may be altered based upon a good faith negotiation occurring on each six month anniversary of the signing of this Agreement.”

4. Section 1 of the Vendor Program Agreement attached to the Vendor Agreement is amended by adding a new Section 1.4, reading as follows:

“1.4 Understanding Regarding DVRs Sold Prior to April 1, 2004. All DVRs sold by Dealer prior to April 1, 2004 shall be subject to Section 1.1. All DVRs sold on or after April 1, 2004 shall be subject to Section 1.3.”

5. EFFECT OF AMENDMENT. Except as expressly modified herein, all other terms and conditions of the Vendor Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, Best Buy Purchasing LLC’s and TiVo Inc.’s respective duly authorized officers have executed this Third Amendment. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original.

TIVO INC.		BEST BUY PURCHASING LLC
By:	/s/ Joe Miller	By:	/s/ Marc Gordon
Printed Name:	Joe Miller	Printed Name:	Marc Gordon
Title:	VP, Sales	Title:	VP of Finance

[*] 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.

2

EX-10.1

Exhibit 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.

INTELLECTUAL PROPERTY

AND

TECHNOLOGY AGREEMENT

BY AND BETWEEN

TGC, INC.,

TIVO INTL II, INC.

AND

TIVO INC.

Table of Contents

			Page
1.	DEFINITIONS		2
2.	LICENSE GRANTS		17
	2.1	TiVo-Enabled DVR Products	17
	2.2	GC DVR Services, GC DVR Products and GC Non-EPG DVR Products	17
	2.3	GC Non-DVR Products	18
	2.4	GC Non-DVR Services	18
	2.5	Additional Manufacturing Materials License	18
	2.6	Non-Licensable Licensed Technology and TiVo Improvements	18
	2.7	Certain License Clarifications and Limitations	19
	2.8	Limitations on Exclusivity	20
	2.9	Maintaining Exclusivity	22
	2.10	TiVo Non-Enabled DVR Products, Non-DVR Products, Licensed Non-DVR Services and Licensed DVR Services in the Non-Greater China Territory	22
	2.11	Sublicensing	22
	2.12	License Restrictions	28
	2.13	Responsibility For its Related Parties	31
	2.14	Master Payment and Performance Guaranty	31
3.	TECHNOLOGY EXCHANGE		31
	3.1	Initial Delivery of Licensed Technology	31
	3.2	Third Party Technology	32
	3.3	Exchanging TiVo Improvements and Company Improvements	32
	3.4	Form of Licensed Technology, TiVo Improvements and Company Improvements	33
	3.5	Legal Compliance	33
4.	BRANDING AND USE OF TIVO MARKS		34
	4.1	Branding	34
	4.2	Use of TiVo Marks	34
	4.3	Ownership of TiVo Marks	35
	4.4	Challenge	35
	4.5	Non-Use by TiVo	35
	4.6	GC Trademarks	36
5.	TRAINING AND SERVICE DESIGN SUPPORT		36
	5.1	Training and Design Support Allotment	36
	5.2	Training	36
	5.3	Design Support	36
6.	ROYALTIES		37
	6.1	Royalties for [*]	37

^[*] 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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	6.2	Royalties for [*]	37
	6.3	Royalties for GC Non-DVR Products and Certain GC Non-EPG DVR Products	37
	6.4	Favored Pricing	38
7.	PAYMENTS AND TAXES		38
	7.1	Payments	38
	7.2	Payments and Reports	39
	7.3	Late Fees	39
	7.4	Taxes	39
	7.5	Records and Audits	39
	7.6	Cost Sharing Agreement	40
8.	COLLABORATION		40
	8.1	Meetings	40
	8.2	Post Exclusivity Period Notice	41
9.	OWNERSHIP; GRANT-BACK; NON-ASSERTION; COMPANY ESCROW		42
	9.1	Licensed Technology, TiVo Improvements and TiVo Marks	42
	9.2	Company Improvements	42
	9.3	Grant Back License for Company Improvements	42
	9.4	Covenants Not to Sue	43
	9.5	Company Escrow	43
	9.6	No Blocking	44
10.	PROSECUTION & ENFORCEMENT OF IP RIGHTS		44
	10.1	Patent Prosecution and Registration of IP Rights	44
	10.2	Enforcement of TiVo IP Rights	45
11.	CONFIDENTIALITY		47
	11.1	Protection of Confidential Information	47
	11.2	Disclosure Restrictions	47
	11.3	IP Protection Measures	48
12.	REPRESENTATIONS AND WARRANTIES		48
	12.1	TiVo Representations and Warranties	48
	12.2	Company Representations and Warranties	48
	12.3	Warranty Disclaimers	49
13.	INDEMNIFICATION		49
	13.1	Mutual Indemnity	49
	13.2	Company Indemnity	50
	13.3	Procedure	50

^[*] 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.

ii

14.	TERM AND TERMINATION		50
	14.1	Term	50
	14.2	Termination	51
	14.3	No Liability for Termination	52
15.	LIMITATION OF LIABILITY		52
	15.1	CERTAIN TYPES OF DAMAGES	52
	15.2	LIABILITY CAP	52
16.	GENERAL PROVISIONS		53
	16.1	Governing Law	53
	16.2	Dispute Resolution	53
	16.3	Counterparts and Facsimile Execution	55
	16.4	Headings	55
	16.5	Amendment	55
	16.6	Waiver	55
	16.7	Severability	55
	16.8	Entire Agreement	55
	16.9	No Presumption	55
	16.10	Further Assurance	56
	16.11	Rights Cumulative	56
	16.12	No Agency	56
	16.13	Notices	56
	16.14	Export Controls	57
	16.15	Assignment	57
	16.16	Force Majeure	57
	16.17	Statement of Intent With Respect to Bankruptcy	58

iii

EXHIBIT LIST

EXHIBIT A	—	PERMITTED BUNDLED SERVICES - EXCLUDED FEATURES
EXHIBIT B	—	CLIENT TECHNOLOGY
EXHIBIT C	—	SERVER TECHNOLOGY
EXHIBIT D	—	HIGHLY SENSITIVE IP
EXHIBIT E	—	IP PROTECTION MEASURES
EXHIBIT F	—	HANDLING OF HIGHLY SENSITIVE IP
EXHIBIT G	—	MINIMUM TERMS AND CONDITIONS FOR SUBLICENSE AGREEMENTS
EXHIBIT H	—	GC PRODUCT REFERENCE DESIGN & SUBLICENSE TERMS
EXHIBIT I	—	PRE-EXISTING COMMITMENTS
EXHIBIT J	—	CALCULATION OF COSTS
EXHIBIT K	—	THIRD PARTY TECHNOLOGY AND PUBLIC SOFTWARE
EXHIBIT L	—	TIVO MARKS
EXHIBIT M	—	TIVO TRADEMARK USAGE GUIDELINES
EXHIBIT N	—	FORM OF ESCROW AGREEMENT
EXHIBIT O	—	[INTENTIONALLY OMITTED]
EXHIBIT P	—	TECHNOLOGY EXCHANGE GUIDELINES
EXHIBIT Q	—	OPERATIONAL SUPPORT TECHNOLOGY
EXHIBIT R	—	PRE-APPROVED USES OF TIVO MARKS
EXHIBIT S	—	PAYMENT GUARANTY
EXHIBIT T	—	TIVO-ENABLED DVR PRODUCT LICENSEES
EXHIBIT U	—	DEFINITION OF HPK
EXHIBIT V	—	FORM OF COST SHARING AGREEMENT

INTELLECTUAL PROPERTY AND TECHNOLOGY AGREEMENT

iv

THIS INTELLECTUAL PROPERTY AND TECHNOLOGY AGREEMENT (the “Agreement”) is entered into as of August 9, 2004 (the “Effective Date”) by and between TGC, INC., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (“TGC” or the “Company”), TIVO INC., a Delaware corporation (“TiVo”) and TIVO INTL II, INC., a wholly-owned subsidiary of TiVo under the Companies Law (2004 Revision) of the Cayman Islands (“TiVoII”).

RECITALS

WHEREAS, TGC is a recently formed corporation;

WHEREAS, TiVo and certain other third parties are, contemporaneously with the execution of this Agreement, becoming members of TGC and entering into with TGC (1) that certain Voting Agreement; (2) that certain Investors Rights Agreement; (3) that certain Securities Purchase Agreement; and (4) that certain Share Transfer Agreement, (collectively, together with the Company’s Amended and Restated Memorandum of Association and Articles of Association, the ”Formation Agreements”);

WHEREAS, TiVo has developed or licensed from third parties certain technology relating to digital video recording (DVR) technology;

WHEREAS, Company desires to obtain a license to such technology to (i) make certain DVR products and services and non-DVR products and services and provide such products and services solely in Greater China (as defined below), and (ii) make and supply certain DVR devices to TiVo and its licensees and authorized distributors;

WHEREAS, TiVo has licensed such technology to TiVoII and TiVoII is willing to license such technology to Company under the terms and conditions set forth in this Agreement and in consideration of the Company’s agreement to supply TiVo-Enabled DVR Products (as defined below) to TiVo under mutually agreed purchase orders and supply agreements.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, promises and undertakings set forth in this Agreement, Company, TiVo II and TiVo agree as follows:

AGREEMENT

1. DEFINITIONS. The capitalized terms in this Agreement shall have the following meaning:

1.1 “Actual Filing Date” with respect to a patent means the calendar date on which the patent application from which the patent directly issued was filed regardless of any earlier claimed priority date (from a parent, predecessor, provisional, PCT or foreign counterpart application or otherwise).

2

1.2 “Additional Manufacturing Materials” means the following with respect to the TiVo Hardware Reference Designs or Company Hardware Reference Designs: ^[*]. The Additional Manufacturing Materials for TiVo Hardware Reference Designs shall only be licensed to Company, pursuant to Section 2.5, to the extent TiVoII or TiVo can license them [*].

1.3 “Authorized Sublicensee” means a Sublicensee under a Developer Sublicense Agreement that is not a Wholly-Owned Subsidiary of Company and that TiVo or TiVoII has approved in writing to receive and use certain Highly Sensitive IP or Scripts pursuant to Section 2.11(b) of this Agreement.

1.4 “Authorized Personnel” means the following individuals that are permitted to receive Highly Sensitive IP under the terms of this Agreement: (a) any employees or Individual U.S. Contractors of Company or its Wholly-Owned Subsidiaries who have agreed to be bound by nondisclosure obligations and restrictions no less restrictive than those contained in Article 11, Exhibit E (IP Protection Measures) and Exhibit F (Handling of Highly Sensitive IP); and (b) any employees or Individual U.S. Contractors of an Authorized Sublicensee who have agreed to be bound by nondisclosure obligations and restrictions no less restrictive than those contained in Article 11, Exhibit E (IP Protection Measures) and Exhibit F (Handling of Highly Sensitive IP).

1.5 “Bankruptcy Code” shall have the meaning set forth in Section 16.17.

1.6 “Claim” means any of the following: liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses (including reasonable attorney’s fees and court costs).

1.7 “Client Technology” means the client-side software (excluding any Hardware Dependent Software), in Source Code, Script and Object Code forms, described in Exhibit B (Client Technology) hereto, and related documentation, trade secrets and know-how, to the extent licensable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 [*].

1.8 “Closing” shall have the meaning ascribed to such term in that certain Securities Purchase Agreement of TGC of even date herewith.

1.9 “Collaboration Period” means the period beginning on the Effective Date and ending on the five-year anniversary of the Effective Date.

1.10 “Company Hardware Reference Designs” means any hardware designs for DVR Products made by or for the Company or its Wholly Owned Subsidiaries based on, using, incorporating or enabling any Licensed Technology and/or TiVo Improvements, the Design and Manufacturing Package therefor, Hardware Dependent Software, in Source Code, Script and Object Code forms, Company’s Additional Manufacturing Materials, and documentation relating to the foregoing.

^[*] 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.

3

1.11 “Company Improvements” means (i) the software provided to TiVo pursuant to Paragraph B of Exhibit P (Technology Exchange Guidelines) and (ii) Upgrades made during the Collaboration Period pursuant to the rights granted by TiVoII under this Agreement by or for Company or any Wholly-Owned Subsidiary of Company (or by a Reference Design Sublicensee) to:

(a) HPK (and TiVo Improvements and Company Improvements thereof) to the extent made generally available during the Collaboration Period in DVR Products or DVR Services and, if such Upgrades are applicable to the functionality of DVR Products or DVR Services, to the extent made generally available during the Collaboration Period in Non-DVR Products, Non-DVR Services or Non-EPG DVR Products;

(b) the Client Technology (excluding the HPK which is provided pursuant to (a) above) (and TiVo Improvements and Company Improvements thereof), to the extent made generally available during the Collaboration Period in DVR Products or DVR Services and, if such Upgrades are applicable to the functionality of DVR Products or DVR Services, to the extent made generally available during the Collaboration Period in Non-DVR Products, Non-DVR Services or Non-EPG DVR Products, all of the foregoing set forth in this paragraph (b) except such Upgrades that are implemented in a manner such that they interact with the Client Technology (and TiVo Improvements and Company Improvements thereof) only via an abstraction layer interface(s); provided, however that if the abstraction layer interface(s) is made by or for Company or any Wholly-Owned Subsidiary of Company, such abstraction layer interface(s) (and the specification for such interface(s) and software for testing that the interface(s) complies with such specification) shall be a “Company Improvement” hereunder;

(c) any Operational Support Technology (and TiVo Improvements and Company Improvements thereof) to the extent used by or for Company or its Inter-Company Sublicensees with generally available products or services during the Collaboration Period, all of the foregoing set forth in this paragraph (c) except such Upgrades that are implemented in a manner such that they interact with the Operational Support Technology (and TiVo Improvements and Company Improvements thereof) only via an abstraction layer interface(s); provided, however that if the abstraction layer interface(s) is made by or for Company or any Wholly-Owned Subsidiary of Company, such abstraction layer(s) interface (and the specification for such interface(s) and software for testing that the interface(s) complies with such specification) shall be a “Company Improvement” hereunder;

(d) the Scripts in the Server Technology (and TiVo Improvements and Company Improvements thereof) to the extent used by or for Company or its Inter-Company Sublicensees with generally available products or services during the Collaboration Period, all of the foregoing set forth in this paragraph (d) except such Upgrades that are implemented in a manner such that they interact with the Server Technology (and TiVo Improvements and Company Improvements thereof) only via an abstraction layer interface(s); provided, however that if the abstraction layer interface(s) is made by or for Company or any Wholly-Owned Subsidiary of Company, such abstraction layer interface(s) (and the specification for such interface(s) and software for testing that the interface(s) complies with such specification) shall be a “Company Improvement” hereunder.

4

Company Improvements that are software shall include Source Code and Scripts, if available, except with respect to (a), which shall include only Object Code and Scripts and (d) which shall only include Scripts. For the avoidance of doubt, “Company Improvements” shall not include (i) any Source Code for Hardware Dependent Software, (ii) any technology (including IP Rights therein) that is developed by or on behalf of Company or its Wholly-Owned Subsidiaries independent of and without use of Licensed Technology or TiVo Improvements, (iii) any application (including IP Rights therein) that is developed by (and owned by) a third party independent of and without use of Licensed Technology or TiVo Improvements even if such application interfaces with Licensed Technology or TiVo Improvements (iv) any Upgrades that Company can withhold as provided in Section 3.3(b); (v) any Upgrades that TiVo elects in writing, in its sole discretion, not to receive as “Company Improvements” hereunder; and (vi) any proprietary information of a third party which the Company does not have a right to provide to TiVo hereunder.

1.12 “Company Non-Assert Patents” means any patent issued to or assigned to Company or its Wholly-Owned Subsidiaries (excluding the patents of any entity that acquires or merges with Company) with an Actual Filing Date that is prior to or on the ^[*]anniversary of the Effective Date.

1.13 “Company Public Software Employee Expert” means an employee of the Company trained in the legal and technical aspects of Public Software so as to be able to segregate Public Software from other software and understand that derivation of Public Software has certain obligations of disclosure back to the Public Software community.

1.14 “Component” shall have the meaning set forth in Section 2.8(b)(iv).

1.15 “Confidential Information” means any proprietary and/or non-public information that one Party (or its Wholly-Owned Subsidiary) (the “Disclosing Party”) discloses or makes available to the other Party (or its Wholly-Owned Subsidiary) (the “Receiving Party”), which the Receiving Party knows or has reason to know is considered confidential by the Disclosing Party. Confidential Information includes, without limitation, Source Code, Additional Manufacturing Materials, trade secrets, know-how, software flow charts, diagnostic routines, confidential business information, confidential partner and business relationships, confidential forecasts, confidential financial plans and data, product costs, service costs, customer information, confidential marketing plans, unannounced product information, and engineering roadmaps. For purposes of this Agreement, Confidential Information also includes this Agreement, all such information disclosed between the Parties in the course of negotiating this Agreement, and the term sheets that preceded this Agreement. Confidential Information shall exclude information the Receiving Party can demonstrate by reasonably detailed written documentation: (a) was independently developed by the Receiving Party without any use of or access to the Disclosing Party’s Confidential Information; (b) became known to the Receiving Party, without restriction, from a source (having a right to disclose such information) other than the Disclosing Party without breach of this Agreement; (c) was generally available in the public domain at the time it was disclosed or enters the public domain through no act or omission of the

^[*] 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.

5

Receiving Party; (d) was rightfully known by the Receiving Party, without restriction, at the time of disclosure; or (e) was approved for disclosure by the Disclosing Party beforehand and in writing.

1.16 “Costs” means fully burdened direct and indirect costs determined in accordance with Exhibit J (Calculation of Costs).

1.17 “Court” shall have the meaning set forth in Section 16.2(b).

1.18 “Critical Sublicensee Breach” means any of the following to the extent it results in a material harm to TiVo’s or TiVoII’s right in or to the Licensed Technology, TiVo Improvements, TiVo’s Additional Manufacturing Materials, TiVo Confidential Information or TiVo Marks: (a) a Sublicensee’s (excluding Company Wholly-Owned Subsidiaries and End User Sublicensees) breach of the confidentiality obligations in its Sublicense Agreement; or (b) Sublicensee’s (excluding Company Wholly-Owned Subsidiaries and End User Sublicensees) use of the Licensed Technology or TiVo Improvements in violation of the scope of the sublicenses granted or restrictions contained in its Sublicense Agreement.

1.19 “Design and Manufacturing Package” means schematics, Gerber files, component placement files for a given hardware platform, bezel design requirements specifications, product design drawings, remote control design files, a generic user guide, and hardware and software release notes.

1.20 “Developer Sublicense Agreement” shall have the meaning set forth in Section 2.11(b).

1.21 “Disclosing Party” shall have the meaning set forth in Section 1.15.

1.22 “Distribution Sublicense Agreement” shall have the meaning set forth in Section 2.11(f).

1.23 “DVR Product” means (a) any products (including software, devices, or components) which have the ability to record, on any media, and playback any video programming content (whether or not accompanied by sound) where such content (i) is delivered to such product by terrestrial broadcast, satellite, cable, internet (or other data transmission methods) or any other method whether now in existence or which comes into existence in the future and (ii) is used in connection with (or is designed to be used in connection with) an EPG; and (b) any products (including software, devices, or components) which do not contain all of the elements listed above under (a), but which have no substantial intended use except as an integral part of a system that has all of the elements listed above under (a). A “DVR Product” may be a standalone product or part of a larger product.

1.24 “DVR Service” means any services or application software features (including non-DVR related services or application software features) used in connection with DVR Products (including but not limited to services and application software features similar to the Permitted Bundled Services and to the Permitted Bundled Services-Excluded Features) and any services provided to third parties related to the commercialization of DVR Products or other DVR services (e.g., selling advertising into DVR Products or DVR Services, selling aggregate customer viewing patterns, etc.), whether any of the above are provided for a fee or for free.

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1.25 “Employee Costs” means the ^[*^]costs, calculated by TiVo [*]and provided to Company by written notice, as determined according to the following formula:

[*]

The initial Employee Cost shall be [*]

1.26 “End User” means an individual consumer or an enterprise customer who purchases a product and/or service incorporating Licensed Technology and/or TiVo Improvements for such consumer’s or enterprise customer’s own use and not for resale or further distribution.

1.27 “End User Critical Sublicensee Breach” means any of the following to the extent it results in material harm to TiVoII’s or TiVo’s right in or to the Licensed Technology, TiVo Improvements, TiVo Confidential Information or TiVo Marks: (a) an End User Sublicensee’s breach of the confidentiality obligations in its End User Sublicense Agreement; or (b) an End User Sublicensee’s use of the Licensed Technology or TiVo Improvements in violation of the scope of the sublicenses granted or restrictions contained in its End User Sublicense Agreement.

1.28 “End User Sublicense Agreement” shall have the meaning set forth in Section 2.11(g).

1.29 “Enforce” shall have the meaning set forth in Section 2.11(j).

1.30 “EPG” shall mean electronic program guide.

1.31 “Escrow Materials” shall have the meaning set forth in Section 9.5(a).

1.32 “Exclusivity Period” means the period beginning on the Effective Date and ending on the fifth anniversary of the Effective Date unless (i) extended by the Parties by mutual agreement in writing or (ii) earlier terminated by TiVoII or TiVo in accordance with Section 2.9 or Section 14.2(a).

1.33 “Force Majeure Event” shall have the meaning set forth in Section 16.16.

1.34 “FTE” shall have the meaning set forth in Section 3.2.

1.35 “GAAP” means the then-current applicable Generally Accepted Accounting Principles in the United States consistently applied as recognized or accepted by the United States Securities and Exchange Commission and the Financial Accounting Standards Board. As used herein, “GAAP” shall also include cost accounting principles that are generally accepted in the United States.

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1.36 “GC Basic DVR Product” means a GC DVR Product sold bundled with the GC Basic DVR Service and no GC Premium DVR Service.

1.37 “GC Basic DVR Service” means, with respect to each market in Greater China, a Licensed DVR Service provided in such market solely for use by End Users in such market: (a) that is bundled with a GC DVR Product available in such market; (b) for which ^[*^]; and (c) that offers substantially no more features or functionality than as offered in the Permitted Bundled Services.

1.38 “GC DVR Product” means a DVR Product provided in Greater China for use solely by End Users in Greater China that operates in connection with the GC DVR Service and no EPG service other than that provided by or for Company or pursuant to a Service Provider Sublicense Agreement.

1.39 “GC DVR Service” means the GC Basic DVR Service or the GC Premium DVR Service.

1.40 “GC Non-DVR Product” means a Non-DVR Product marketed, offered or sold in Greater China solely for use by End Users in Greater China.

1.41 “GC Non-DVR Service” means a Licensed Non-DVR Service marketed, offered or provided in Greater China solely for use by End Users in Greater China.

1.42 “GC Non-EPG DVR Product” means a Non-EPG DVR Product marketed, offered or sold in Greater China for use solely by End Users in Greater China.

1.43 “GC Premium DVR Service” means, with respect to each market in Greater China, any Licensed DVR Service provided in such market solely for use by End Users in Greater China that is not (i) the GC Basic DVR Service or (ii) a GC Premium Negotiated DVR Service.

1.44 “GC Premium Negotiated DVR Service” means, with respect to each market in Greater China, any Licensed DVR Service provided in such market solely for use by End Users in Greater China that (i) is not the GC Basic DVR Service and (ii) was developed without use of the Licensed Technology or TiVo Improvements but interfaces with the Licensed Technology or TiVo Improvements.

1.45 “GC Product RD Sublicense Agreement” shall have the meaning set forth in Section 2.11(e).

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1.46 “GC Product Reference Design” means the materials and intellectual property described in Exhibit H (GC Product Reference Design & Sublicense Terms), excluding any Highly Sensitive IP.

1.47 “GC Region” means any one of the following geographic regions: the PRC, Macau Special Administrative Region, Hong Kong Special Administrative Region, Taiwan and Singapore.

1.48 “GC Specific Portions” means any portion of an Upgrade that has no reasonable utility and application in a market outside of Greater China.

1.49 “General Technology and Know-How” means ^[*^], and any associated documentation, know-how and trade secrets provided by TiVoII or TiVo to Company for use with the above, each of the above only to the extent licensable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 without paying additional fees or other compensation to third parties. Notwithstanding the foregoing, except as expressly provided otherwise, “General Technology and Know-How” does not include any Source Code.

1.50 “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any non-United States country or any domestic or foreign state, county, city or other political subdivision.

1.51 “Greater China” means the following geographic regions: the PRC, Macau Special Administrative Region, Hong Kong Special Administrative Region, Taiwan and Singapore.

1.52 “Gross Revenue” means any revenue for which an invoice is issued (for the purposes of this definition charging a credit card with authorization is deemed issuing an invoice) by or on behalf of Company or any Wholly-Owned Subsidiary of Company that is attributable to ^[*^], as applicable, provided to an End User (net of any [*]but without any other deductions), whether in the form of End User fees, license or sublicense fees, revenue shares or any other in-kind consideration.

1.53 “Hardware Dependent Software” means: (a) operating system kernel software; (b) hardware driver software; and (c) other software, if any, where the foregoing (a), (b) and (c) is written for specific platform hardware and operating system, according to a specification of software interface that describes and exposes the functionality as needed by the application software similar to the HPK.

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1.54 “Highly Sensitive IP” means the intellectual property, materials and technology set forth on Exhibit D (Highly Sensitive IP) disclosed by TiVoII or TiVo hereunder to Company.

1.55 “HPK” shall have the meaning set forth in Exhibit U (Definition of HPK).

1.56 “ICC Rules” shall have the meaning set forth in Section 16.2(b).

1.57 “Indemnified Party” shall have the meaning set forth in Section 13.3.

1.58 “Indemnifying Party” shall have the meaning set forth in Section 13.3.

1.59 “Individual U.S. Contractor” means, with respect to the Company, its Wholly-Owned Subsidiary, or an Authorized Sublicensee, a U.S. resident individual retained as an independently contracted developer, pursuant to a written agreement, to work in the United States for Company, its Wholly-Owned Subsidiary, or an Authorized Sublicensee, as the case may be.

1.60 “Infringement Claim” shall have the meaning set forth in Section 10.2(b).

1.61 “Inter-Company Sublicense Agreement” shall have the meaning set forth in Section 2.11(a).

1.62 “Inter-Company Sublicensee” shall mean a Wholly-Owned Subsidiary of Company that is sublicensed pursuant to Section 2.11(a) under an Inter-Company Sublicense Agreement.

1.63 “IP Rights” means any worldwide intellectual property or other proprietary rights (excluding trademark, service mark, and domain name rights), including but not limited to copyrights, trade dress rights (including audible characteristics), mask work rights registrations, moral rights, patent rights, patent applications and disclosures, know-how, inventions, rights of priority, and trade secret rights.

1.64 “Law” means all applicable U.S., non-U.S., federal, state, local, municipal, or other laws, statutes, constitutions, ordinances, codes, edicts, decrees, injunctions, stipulations, judgments, orders, rulings, rules, regulations, assessments, writs, or requirements whether temporary, preliminary or permanent, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental or Regulatory Authority.

1.65 “Licensed DVR Service” means any DVR Service based on or using (including but not limited to by interfacing with) any Licensed Technology or TiVo Improvements.

1.66 “Licensed Non-DVR Services” means any services that are not DVR Services based on or using (including but not limited to by interfacing with) any Licensed Technology or TiVo Improvements.

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1.67 “Licensed Technology” means the Client Technology, Server Technology, TiVo Hardware Reference Designs, Operational Support Technology, and General Technology and Know-How.

1.68 “Majority-Owned Affiliate” of any Party or third party shall mean any other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Party or third party, as the case may be. For purposes of this definition, a person or entity shall be deemed to be “controlled by” another person or entity if the other possesses, directly or indirectly, power either (i) to vote 50% or more of the securities having ordinary voting power for the election of directors of such person or entity, or (ii) to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise. However, regardless of the foregoing and anything else contained herein, TiVo and the Company shall not be deemed Majority-Owned Affiliates of each other for purposes of this Agreement.

1.69 “Manufacturer Sublicense Agreement” shall have the meaning set forth in Section 2.11(c).

1.70 “Non-DVR Products” means products (including software, devices, or components) which are not DVR Products or Non-EPG DVR Products.

1.71 “Non-EPG DVR Products” means products that would be DVR Products except such products do not have EPG service and are incapable of using an EPG service. For the purposes of this definition, a product that would be a DVR Product but for the fact that it does not have an EPG service, is technically capable of running an EPG service, but which contains design limitations, security measures or other technological restrictions which prevent such product from being used or operating with any EPG service without the intervention and consent of the Company shall be deemed incapable of using an EPG service so long as such Company consent is not granted.

1.72 “Non-Greater China Territory” means worldwide, excluding Greater China.

1.73 “Object Code” means computer programming code substantially in binary form that is directly executable by a computer after processing, but without compilation or assembly.

1.74 “Operational Support Technology” means [*]as further described in Exhibit Q (Operational Support Technology), all of the above in Source Code, Object Code and Script forms, and any associated documentation, know-how and trade secrets provided by TiVoII or TiVo to the Company for use with the above, all of the above only to the extent licensable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 without paying additional fees or other compensation to third parties.

1.75 “Party” means TiVo (and TiVoII, as applicable) and/or Company and collectively, TiVo (and TiVoII, as applicable) and Company are referred to herein as the “Parties”.

1.76 “Permitted Bundled Services” means the digital video recording services offered and provided by TiVo as its generally commercially available “Basic Service” or

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“Premium Services,” as they exist as of the Effective Date, excluding any functionality or features described in Exhibit A (Permitted Bundled Services - Excluded Features), attached hereto, as may be amended from time to time by mutual agreement of the Parties.

1.77 “Person” means any individual, entity or group, including, but not limited to, any corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, or Governmental or Regulatory Authority.

1.78 “PRC” means the People’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

1.79 “Pre-Existing Commitments” means TiVo’s and TiVoII’s existing commitments and licenses regarding the Licensed Technology and/or TiVo Improvements as set forth in Exhibit I (Pre-Existing Commitments).

1.80 “Public Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community Source License (SCSL), (F) the Sun Industry Standards License (SISL), (G) the BSD License, and (H) the Apache License.

1.81 “Receiving Party” shall have the meaning set forth in Section 1.15.

1.82 “Reference Design Sublicensees” shall have the meaning set forth in Section 2.11(e) below.

1.83 “Release Condition” shall have the meaning set forth in Section 9.5(b).

1.84 “Royalties” means the royalties set forth in Sections 6.1, 6.2 and 6.3.

1.85 “Royalty Price” means, with respect to a [*], the ^[*^]for the [*] of such product (net of any [*]), as converted from the currency under which such product was sold, leased or otherwise disposed of, to the equivalent amount in US Dollars at the rate that is published by Bloomberg at the opening of the first business day after the end of each calendar quarter for which the payment of royalties is due:

(a) paid by an unaffiliated distributor, reseller or End User to Company or its Majority-Owned Affiliates in the case of [*];

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(b) paid by an unaffiliated distributor, reseller or End User to a [*] or its Majority-Owned Affiliates in the case of [*]; and

(c) in respect of [*]that are sold [*] or are [*] paid by an unaffiliated distributor, reseller or End User to Company or its Majority-Owned Affiliates.

In the event such a product is [*], the price for such product shall be the [*]after the sale, lease or other disposal of such product for such product (but specifically excluding [*]). For the purposes of this definition, the [*] shall be the greater of: (i) the [*]as determined in this Section 1.85; or (ii) [*].

1.86 “Scripts” means computer programming code that is in human-readable form that is directly executable by a computer via an interpreter.

1.87 “Server Technology” means the server-based software described in Exhibit C (Server Technology) hereto, in Object Code and Scripts only, related hardware and connectivity requirements, related documentation, trade secrets and know-how, to the extent licensable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 without paying additional fees or other compensation to third parties.

1.88 “Service Provider Sublicense Agreement” shall have the meaning set forth in Section 2.11(d).

1.89 “Severe Bugs” means (i) fatal bugs (errors or bugs that cause machine freezes or unrecoverable errors that lead to unuseability that may require replacement of product within sixty (60) days) or (ii) critical bugs or errors that are likely to cause severe damage to the branding or image of Company and/or TiVo.

1.90 “Source Code” means computer programming code and all associated header files and comments that may be displayed in a form readable and understandable by a programmer of ordinary skill including any related source code level system documentation, comments and procedural code, such as job control language and which requires further compilation or other processing to be executed by a computer.

1.91 “Sublicense Agreement” shall mean any of the following: (a) Developer Sublicense Agreement; (b) a Manufacturer Sublicense Agreement; (c) a Service Provider Sublicense Agreement; (d) a Distribution Sublicense Agreement; (e) an End User Sublicense Agreement; (f) GC Product RD Sublicense Agreement; and (g) Inter-Company Sublicense Agreement.

1.92 “Sublicensee” means a third party (including Inter-Company Sublicensees and other Wholly-Owned Subsidiaries of the Company) who is granted a sublicense to or under any of the Licensed Technology, TiVo Improvements or TiVo Additional Manufacturing Materials by Company or its Wholly-Owned Subsidiaries pursuant to a Sublicense Agreement.

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1.93 “Taxes” means any sales, use, excise, import or export, value-added or similar tax or duty, and any other tax, including any penalties and interest, and all government permit or license fees and all customs and similar fees and any costs associated with the collection or withholding of any of the foregoing items.

1.94 “Technology Licensee” shall have the meaning set forth in Section 3.3(b).

1.95 “Technology Licensor” shall have the meaning set forth in Section 3.3(b).

1.96 “Term” shall have the meaning set forth in Section 14.1.

1.97 “Third Party Excluded Technology” shall mean any software, components, parts, subassemblies, technology, IP Rights or other proprietary rights owned or controlled by a party other than TiVoII or TiVo that are excluded from Licensed Technology because they are not licensable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 ^[*^]. The list of “Third Party Excluded Technology” known to TiVo as of Closing is specified on Exhibit K (Third Party Technology).

1.98 “Third Party Included Technology” shall mean any software, components, parts, subassemblies, technology, IP Rights or other proprietary rights owned by a third party and sublicenseable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 [*]. The list of “Third Party Included Technology” known to TiVo as of Closing is specified on Exhibit K (Third Party Technology).

1.99 “TiVo Competitor” means any person or entity or Majority-Owned Affiliate thereof that offers or provides [*] (through licensees, resellers or distributors) to consumers.

1.100 “TiVo Current DVR Service” means the DVR Service commercially offered and provided by TiVo generally as of Closing and as such DVR Service evolves over the Collaboration Period.

1.101 “TiVo-Enabled DVR Product Licensee” means, with respect to a particular design of TiVo-Enabled DVR Product that Company wishes to supply under the terms of this Agreement, the third parties listed on Exhibit T (TiVo –Enabled DVR Product Licensees” (as such Exhibit may be amended by TiVo in accordance with Section 2.1).

1.102 “TiVo-Enabled DVR Product Retail Distributors” means retail distributors (including online retail distributors) of TiVo-Enabled DVR Products.

1.103 “TiVo–Enabled DVR Products” means DVR Products made in compliance with TiVo-approved specifications that are enabled to run TiVo’s DVR Services, will not run without TiVo’s DVR Services (except with TiVo’s consent), and are not enabled to run any other services (including but not limited to any service providing [*] information). For the

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purposes of this definition, a DVR Product that is technically capable of running any services other than TiVo DVR Services, but which contains design limitations, security measures or other technological restrictions which prevent such DVR Product from being used or operating with such other services without the intervention and consent of the Company and consent of TiVo (which would be granted as required under this Agreement) shall not be deemed enabled to run such other services.

1.104 “TiVo HRD Upgrades” shall have the meaning set forth in Section 1.105.

1.105 “TiVo Hardware Reference Design” means the following hardware designs (referenced by their internal TiVo designations), to the extent licensable by TiVoII or TiVo for the scope of the licenses granted to Company under Article 2 ^[*^], in the form existing as of the date of first manufacturing production release of each such design: (a) Gerbers [*]; (b) related Hardware Dependent Software [*]in Source Code, Scripts and Object Code forms and any Upgrades (made during the [*]of production) to the foregoing designed to primarily improve manufacturing yields or to fix any hardware design defects (the “TiVo HRD Upgrades”); (c) documentation related thereto, including, without limitation, schematics and layout designs; and (d) and associated Design and Manufacturing Packages.

1.106 “TiVo Improvements” means Upgrades (excluding (i) any Hardware Dependent Software and (ii) after termination or expiration of the Exclusivity Period, [*]which have not been provided to Company prior to such termination or expiration) made during the Collaboration Period by or for TiVo or any Wholly-Owned Subsidiary of TiVo, to the extent licensable by TiVo or such Wholly-Owned Subsidiary for the scope of the licenses granted to Company under Article 2 [*], to: (a) the Client Technology (and TiVo Improvements and Company Improvements thereof), to the extent made generally available and implemented in the client device software for the TiVo Current DVR Service during the Collaboration Period, in Source Code and Script forms if available; (b) the Server Technology (and TiVo Improvements and Company Improvements thereof), to the extent made generally available and implemented in the server software for the TiVo Current DVR Service during the Collaboration Period, in Object Code and Script form only; and (c) the Operational Support Technology (and TiVo Improvements and Company Improvements thereof), to the extent used with the TiVo Current DVR Service during the Collaboration Period, in Source Code and Script forms. “TiVo Improvements” also include any deliverables provided by TiVo or TiVoII to the Company pursuant to: (i) Company’s use of TiVo engineering services pursuant to Article 5 of this Agreement; and (ii) the mutual written agreement of TiVoII (or TiVo on its behalf) and the Company (including without limitation, Upgrades to the General Technology and Know-How that Company and TiVoII (or TiVo on its behalf) agree in writing to provide to Company as “TiVo Improvements” hereunder). Notwithstanding the foregoing, “TiVo Improvements” shall not include: (A) any Upgrades that TiVoII or TiVo could withhold as provided in Section 3.3(b) or Section 2.7(e); (B) any Upgrades relating to TiVo Hardware Reference Designs (or any component thereof) or any other TiVo hardware, except as expressly set forth in Section 1.105; or (C) any technology (including IP Rights therein) that is independently developed by or on behalf of TiVo or its Wholly-Owned Subsidiaries without use of Licensed Technology or TiVo

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Improvements; (D) any application (including IP Rights therein) that is independently developed by (and owned by) a third party without use of Licensed Technology or TiVo Improvements even if such application interfaces with Licensed Technology or TiVo Improvements; and (E) any proprietary information of a third party which TiVoII and TiVo do not have a right to provide to Company hereunder.

1.107 “TiVo Marks” means the trademarks, service marks, trade names and logos of TiVo specifically set forth in Exhibit L (TiVo Marks), as may be updated or amended in accordance with the terms of this Agreement.

1.108 “TiVo Non-Assert Patents” means any patent issued to or assigned to TiVo or its Wholly-Owned Subsidiaries (excluding the patents of any entity that acquires or merges with TiVo) (a) with an Actual Filing Date ^[*^]or (b) for which Company has paid [*]of the total prosecution and filing fees pursuant to Section 10.1(b)(ii).

1.109 “TiVo Non-Enabled DVR Products” means (a) any DVR Products that are not TiVo-Enabled DVR Products and (b) Non-EPG DVR Products (other than GC Non-EPG DVR Products).

1.110 “TiVo Partners” means TiVo’s (or TiVoII’s) partners, resellers, distributors or other licensees (excluding individual consumers).

1.111 “T/P Report” shall have the meaning set forth in Section 7.6.

1.112 “Trademark Usage Guidelines” means TiVo’s trademark usage guidelines and policies as set forth in Exhibit M (Trademark Usage Guidelines), as may be modified by TiVo in its sole discretion from time to time upon reasonable advance notice to Company.

1.113 “Upgrades” with respect to a body of work or technology means updates, upgrades, modifications, enhancements, improvements or derivatives of that work or technology.

1.114 “Wholly-Owned Subsidiary” with respect to a Party means any entity in which such Party, either directly or indirectly, (a) holds one hundred percent (100%) of the issued shares of voting stock (or similar indicia of ownership); or (b) has the power to exercise one hundred percent (100%) of the voting rights. A Wholly-Owned Subsidiary shall cease to be a Wholly-Owned Subsidiary on the date that it no longer meets the criteria set forth above; provided, however, that during the term of this Agreement, TiVoII shall always be deemed a Wholly-Owned Subsidiary of TiVo. Notwithstanding the foregoing criteria, Company and TiVo II (or TiVo on its behalf) may mutually agree in writing that certain of Company’s Majority-Owned Affiliates will be treated as and receive the benefits and rights of Company’s Wholly-Owned Subsidiaries under this Agreement.

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2. LICENSE GRANTS.

2.1 TiVo-Enabled DVR Products. Subject to the terms and conditions of this Agreement, TiVoII, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants to Company a non-exclusive, non-transferable, [*]license, under TiVoII’s IP Rights in the Licensed Technology and TiVo Improvements, to use and modify the Licensed Technology and TiVo Improvements to (i) use, design, develop, support, make and have made (under an authorized Manufacturer Sublicense Agreement) TiVo-Enabled DVR Products and (ii) sell, offer, import or otherwise dispose of such TiVo-Enabled DVR Products to (a) TiVo and (b) TiVo-Enabled DVR Product Licensees so long as the Company conditions such sales or other disposals of TiVo-Enabled DVR Products, in writing, on such TiVo-Enabled DVR Product Licensees using, reselling or otherwise disposing of such TiVo-Enabled DVR Products solely in accordance with the terms and conditions of their license agreements with TiVo or TiVoII. If Company desires to sell, offer, import or otherwise dispose of TiVo-Enabled DVR Products to any TiVo-Enabled DVR Product Retail Distributors, TiVoII (or TiVo on its behalf) agrees to discuss such desire with Company in good faith, and any terms authorizing Company’s sale, offer, import or disposal of TiVo-Enabled DVR Products to TiVo-Enabled DVR Product Retail Distributors shall be as agreed to by the Parties in writing. If Company wishes to add a TiVo licensee to Exhibit T (TiVo-Enabled DVR Product Licensees), Company shall make such request to TiVoII in writing and TiVoII (or TiVo on its behalf) will consider such request in good faith. Notwithstanding anything in this Agreement to the contrary, TiVoII (or TiVo on its behalf) shall have the right to amend Exhibit T (TiVo-Enabled DVR Product Licensees) to add or remove licensees or TiVo-Enabled DVR Product designs with respect to particular licensees, in its discretion; provided, however, in the event TiVoII (or TiVo on its behalf) desires to amend Exhibit T (TiVo-Enabled DVR Product Licensees) so as to remove a TiVo licensee, or a particular design with respect to a licensee, from such list, TiVoII (or TiVo on its behalf) shall provide written notice to Company of such removal and Company (and its Wholly-Owned Subsidiaries) may only continue to provide such design of TiVo-Enabled DVR Products to such TiVo licensee pursuant to purchase orders accepted by Company or its Wholly-Owned Subsidiaries prior to Company’s receipt of the notice.

2.2 GC DVR Services, GC DVR Products and GC Non-EPG DVR Products. Subject to the terms and conditions of this Agreement, TiVoII, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants to Company, under TiVoII’s IP Rights in the Licensed Technology and TiVo Improvements, a non-transferable, nonsublicenseable (except as expressly provided in Section 2.11): (a) exclusive (except as set forth in Sections 2.8 and 2.9 below) license for the Exclusivity Period and nonexclusive license for the balance of the Term after the Exclusivity Period in Greater China to use and modify the Licensed Technology and TiVo Improvements to use, design, develop, support, make, have made (under an authorized Manufacturer Sublicense Agreement), offer, import, sell, provide or otherwise dispose of GC Non-EPG DVR Products, GC DVR Products and GC DVR Services; and (b) nonexclusive license in the Non-Greater China Territory, to use and modify the Licensed Technology and TiVo Improvements to design, develop, support, make and have made (under an authorized Manufacturer Sublicense Agreement) GC Non-EPG DVR Products, GC DVR Products and GC DVR Services and provide GC DVR Services. Notwithstanding the foregoing, Company is not licensed to bundle a DVR Service that offers more features or functionality than as offered in the Permitted Bundled Services with a GC DVR Product without [*]for such DVR Service.

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2.3 GC Non-DVR Products. Subject to the terms and conditions of this Agreement, TiVoII, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants to Company, under TiVoII’s IP Rights in the Licensed Technology and TiVo Improvements, a non-transferable, nonsublicenseable (except as expressly provided in Section 2.11): (a) exclusive (except as set forth in Sections 2.8 and 2.9 below) license for the Exclusivity Period and nonexclusive license for the balance of the Term after the Exclusivity Period in Greater China to use and modify the Licensed Technology and TiVo Improvements to use, design, develop, support, make, have made (under an authorized Manufacturer Sublicense Agreement), offer, import, sell or otherwise dispose of GC Non-DVR Products; and (b) nonexclusive license in the Non-Greater China Territory to use and modify the Licensed Technology and TiVo Improvements to design, develop, support, make and have made (under an authorized Manufacturer Sublicense Agreement) GC Non-DVR Products.

2.4 GC Non-DVR Services. Subject to the terms and conditions of this Agreement, TiVoII, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants to Company, under TiVoII’s IP Rights in the Licensed Technology and TiVo Improvements, a ^[*^], non-transferable, nonsublicenseable (except as expressly provided in Section 2.11): (a) exclusive (except as set forth in Sections 2.8 and 2.9 below) license for the Exclusivity Period and nonexclusive license for the balance of the Term after the Exclusivity Period in Greater China to use and modify the Licensed Technology and TiVo Improvements to design and develop, use, support, sell, offer and provide GC Non-DVR Services; and (b) nonexclusive license in Non-Greater China Territory to use and modify the Licensed Technology and TiVo Improvements to design, develop, support, and provide GC Non-DVR Services.

2.5 Additional Manufacturing Materials License. Subject to the terms and conditions of this Agreement, TiVoII, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants to Company a non-exclusive, non-transferable, ^[*^]license, under TiVoII’s IP Rights in TiVo’s Additional Manufacturing Materials, to use and modify TiVo’s Additional Manufacturing Materials to use, design, develop, support, make and have made (under an Authorized Manufacturer Sublicense Agreement), offer, import, sell or otherwise dispose of TiVo-Enabled DVR Products (to TiVo, TiVo-Enabled DVR Product Licensees, and any TiVo-Enabled DVR Product Retail Distributors agreed to by the Parties pursuant to Section 2.1), GC DVR Products, GC Non-EPG DVR Products and GC Non-DVR Products.

2.6 Non-Licensable Licensed Technology and TiVo Improvements. With respect to any Licensed Technology and/or TiVo Improvements that TiVo or its Wholly-Owned Subsidiaries could license (or sublicense) to Company [*], TiVoII, in its discretion, will either (i) sublicense, with Company’s consent and subject to Company’s written agreement to comply with the terms, if any, required by such third party, such Licensed Technology and/or TiVo Improvements to Company, at Company’s expense, or (ii) provide Company with assistance in securing a license from the third party, such assistance to be in an amount and form deemed reasonable by TiVoII (or TiVo on its behalf) under the given circumstances.

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2.7 Certain License Clarifications and Limitations.

(a) Except as expressly set forth in Section 2.8, TiVoII and TiVo may not, during the Exclusivity Period, use or exploit in any way the Licensed Technology, TiVo Improvements, or Company Improvements, in part or in whole, in Greater China or license, authorize or otherwise allow third parties, including Wholly-Owned Subsidiaries and Majority-Owned Subsidiaries, to do the same.

(b) Notwithstanding anything herein to the contrary, without the prior, written consent of TiVoII (or TiVo on its behalf), Company shall not and is not licensed hereunder to distribute, disclose or sublicense any:

(i) Operational Support Technology, any TiVo Improvement or other Upgrade (by whomever made) thereof, in part or in whole, to any third party (excluding its Wholly-Owned Subsidiaries), in a product, service or otherwise, except (A) in Object Code and Script forms, along with any related user documentation, pursuant to a Service Provider Sublicense Agreement and (B) ^[*^]may be sublicensed, in Object Code and Script forms only, along with any related user documentation, pursuant to a Manufacturing Sublicense Agreement or Developer Sublicense Agreement;

(ii) General Technology and Know-How or any Upgrade (by whomever made) thereof, to any third party (excluding its Wholly-Owned Subsidiaries), in a product, service or otherwise, except (A) [*] may be sublicensed pursuant to a Service Provider Sublicense Agreement, (B) [*]may be sublicensed pursuant to a Manufacturing Sublicense Agreement, and (C) [*]may be provided to [*]in confidence pursuant to Article 11;

(iii) Server Technology, any TiVo Improvement or other Upgrade (by whomever made) thereof, in part or in whole, to any third party (excluding its Wholly-Owned Subsidiaries), in a product, service or otherwise, except in Object Code and Script forms, along with any related user documentation, pursuant to a Service Provider Sublicense Agreement; or

(iv) Highly Sensitive IP in part or in whole, to any person or entity that is not an employee of Company (or a Wholly-Owned Subsidiary of Company), an Individual U.S. Contractor of Company (or its Wholly-Owned Subsidiary) or an Authorized Sublicensee.

(c) For avoidance of doubt, all restrictions, limitations and conditions contained in any defined terms used in the license grants in Sections 2.1-2.5 above, including but not limited to restrictions limiting the use of a product or service to End Users only or only in Greater China, shall constitute limitations on the scope of the licenses granted by TiVoII herein.

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(d) For avoidance of doubt, Company (and its Wholly-Owned Subsidiaries) may not, unless pursuant to TiVoII’s (or TiVo’s on its behalf) prior written consent or request, transfer, disclose, sell, distribute or otherwise dispose of or provide the Licensed Technology, TiVo Improvements, or any portion thereof, to any third party, unless: (i) in the form of a finished TiVo-Enabled DVR Product, GC DVR Product, GC Non-EPG DVR Product, GC Non-DVR Product, GC DVR Service or GC Non-DVR Service in or with which no software embodying TiVoII or TiVo IP Rights is provided for use by such third party; (ii) pursuant to an authorized Sublicense Agreement.; or (iii) disclosed pursuant to Section 11.2.

(e) Company shall provide TiVo written notice (including notice by e-mail to TiVo’s General Counsel and Associate General(s) Counsel) at least [*] prior to starting development on any Company Improvements relating to the Operational Support Technology (and any TiVo Improvements thereof) of such intended development and the nature of such Company Improvements. In no event may TiVo or TiVoII terminate this Agreement or the licenses hereunder for Company’s material breach of this Section 2.7(e) and TiVo’s and TiVoII’s sole and exclusive remedy for Company’s material breach of this Section 2.7(e) shall be: In the event Company materially breaches the requirement set forth in this Section 2.7(e) twice, TiVo and TiVoII have the right to withhold any TiVo Improvements (that have not already been disclosed to Company under the terms of this Agreement) relating to, the item(s) of Operational Support Technology (and TiVo Improvements thereof) that are the subject of the ^[*]material breach or any subsequent material breaches.

2.8 Limitations on Exclusivity.

(a) Pre-Existing Commitments. The exclusivity of the foregoing licenses shall not apply to any Third Party Included Technology sublicensed by TiVoII to Company hereunder and shall be subject to the Pre-Existing Commitments (and any renewals or extensions thereof, both automatic or mutually agreed so long as such mutual agreement does not result in a material expansion of the scope of commitment and/or license granted under the current agreement). Additionally, for any IP Rights licensed by TiVoII to Company hereunder that TiVoII or TiVo owns jointly with third parties, the exclusivity of such licenses shall apply only to TiVoII’s (or TiVo’s) joint ownership interest in and to such IP Rights and not the joint ownership interests of third parties with respect to such IP Rights. TiVoII (or TiVo on its behalf) shall use commercially reasonable efforts to identify, in writing, any such jointly owned IP Rights at the time such IP Rights (or tangible embodiments thereof) are disclosed to Company. In the event Company inquires in writing whether certain Licensed Technology or TiVo Improvements are jointly owned by TiVoII or TiVo with a third party, TiVoII (or TiVo on its behalf) shall use diligent efforts to answer such inquiry.

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(b) Exceptions to Exclusivity. Notwithstanding anything herein to the contrary, TiVoII and TiVo hereby retain the following rights as exceptions to the exclusive licenses granted for the Exclusivity Period herein (and corresponding restriction in 2.7(a)):

(i) to use, copy, modify, make, have made, develop and otherwise commercially exploit the Company Improvements, Licensed Technology and TiVo Improvements in Greater China, and license third parties to do the same, so long as it does not result in products or services that are sold, offered for sale, distributed, marketed, or otherwise disposed of for use in Greater China during the Exclusivity Period (for avoidance of doubt, TiVoII and TiVo may use, copy, and modify the Licensed Technology and TiVo Improvements in Greater China to design, develop, make and have made any products or services intended to be sold, offered for sale, distributed, marketed and/or otherwise disposed of for use in Greater China after the Exclusivity Period expires or is terminated so long as such products or services are not actually sold, distributed or otherwise disposed of in Greater China during the Exclusivity Period);

(ii) to use, design, develop, support, make, have made, offer, import, sell or otherwise dispose of products or services in Greater China and license third parties to do the same so long as (A) such products or services contain design limitations, security measures or other technological restrictions which prevent the functionality and operation of the Company Improvements, Licensed Technology and TiVo Improvements from being used or operated in Greater China without the intervention and consent of TiVo, and (B) such consent is not provided by TiVo during the Exclusivity Period;

(iii) to license (and license third parties to sublicense) portions of the Company Improvements, Licensed Technology and TiVo Improvements generally to the public, on a worldwide basis, whether under commercial terms or as Public Software if and only to the extent that (A) TiVo reasonably determines that such licensing (or sublicensing) is necessary to comply with Public Software license provisions; or (B) the Parties mutually agree in writing to such licensing.

(iv) to use, design, develop, support, make, have made, offer, import, sell or otherwise dispose of products incorporating portions of the Company Improvements, Licensed Technology and TiVo Improvements (a “Component”) in Greater China and license third parties to do the same, provided ^[*];

(v) to sell, offer for sale, distribute, market or otherwise dispose of products and services containing or utilizing the Company Improvements, Licensed Technology and TiVo Improvements outside of Greater China and license third parties to do the same even if: (A) during the Exclusivity Period, individual consumers take such products into Greater China and use such products in Greater China or utilize such services from within Greater China so long as TiVoII or TiVo did not take any action to encourage, induce or otherwise authorize such action; or (B) during the Exclusivity Period, TiVo Partners sell, offer for sale, distribute, market or otherwise dispose of such products in Greater China [*];

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(vi) upon not less than [*]prior written notice to Company, to license (and license third parties to sublicense) portions of the Company Improvements, Licensed Technology and TiVo Improvements generally to the public, on a worldwide basis, as Public Software; and

(vii) to control the enforcement of TiVo IP Rights in and to the Licensed Technology and TiVo Improvements and the prosecution of patent applications and other applications to register IP rights in and to the same as set forth in Article 10 below.

2.9 Maintaining Exclusivity. At any time during the Exclusivity Period, if the Company or its Wholly-Owned Subsidiary breaches or otherwise violates any of Section 9.13(a), 9.13(b), or 9.13(c)(iii) of the Investor Rights Agreement of even date herewith by and among the Company and certain of its members set forth therein, then TiVoII (or TiVo on its behalf) may at any time thereafter, in its sole discretion, effective as of the date of written notice from TiVoII (or TiVo on its behalf) to the Company, terminate the Exclusivity Period hereunder.

2.10 TiVo Non-Enabled DVR Products, Non-DVR Products, Licensed Non-DVR Services and Licensed DVR Services in the Non-Greater China Territory. For avoidance of doubt, Company is not licensed under this Agreement (unless otherwise amended in accordance with Section 16.5) to use, modify or otherwise commercially exploit the Licensed Technology, TiVo Improvements or TiVo’s Additional Manufacturing Materials in connection with offering, importing, selling or otherwise disposing of any products or services (excluding the license granted under Section 2.1 for TiVo-Enabled DVR Products), including but not limited to TiVo Non-Enabled DVR Products, Licensed DVR Services, Non-DVR Products, and/or Licensed Non-DVR Services, in the Non-Greater China Territory. Prior to initiating any discussions between the Parties regarding any opportunity relating to TiVo Non-Enabled DVR Products, Licensed DVR Services, Non-DVR Products, and/or Licensed Non-DVR Services in the Non-Greater China Territory, Company shall conduct comprehensive research and due diligence on such opportunity. Upon receiving written notice from Company of such an opportunity, and provided Company has conducted the due diligence described above, TiVo shall engage in joint discussions with Company regarding such opportunity, ^[*]present deal criteria (which may include the rejection of such opportunity) within [*]of receiving such notice. Notwithstanding anything herein to the contrary, TiVoII and TiVo shall have the right, each in its sole discretion, to refuse to grant a license or any other right to the Company or require any terms and conditions it wishes in connection with such opportunity. Without limiting the foregoing, TiVo and TiVoII acknowledge that there may be certain situations in which TiVo or TiVoII might agree to license Company for certain free-to-air DVR Products or DVR Products with free basic EPG service [*].

2.11 Sublicensing. Except as expressly provided in this Section 2.11, Company shall not have the right to sublicense any of the licenses granted by TiVoII under this Agreement. Each of the sublicensing rights set forth below are subject to the terms and conditions of this Agreement, including, without limitation, Section 2.7 above and Sections 2.11(h), 2.11(i) and 2.12 below.

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(a) Inter-Company Sublicenses . Subject to the terms and conditions of this Agreement, Company may, pursuant to a written agreement, sublicense any or all of the rights and licenses granted to Company under this Article 2 to one or more Wholly-Owned Subsidiaries for purposes of exercising Company’s rights under this Agreement provided each such Wholly-Owned Subsidiary has executed and is bound by a Guaranty pursuant to Section 2.14(b)below that is in effect for at least the entire term of such sublicense agreement, (each an “Inter-Company Sublicense Agreement”). Each Inter-Company Sublicense Agreement shall (i) name TiVoII and TiVo as third party beneficiaries, (ii) provide that all Upgrades of or to the Licensed Technology, TiVo Improvements and TiVo’s Additional Manufacturing Materials developed by or for the Inter-Company Sublicensee shall be owned by the Company, (iii) be automatically terminated if the Inter-Company Sublicensee ceases to be a Wholly-Owned Subsidiary of Company (or attempts to assign the Inter-Company Sublicense Agreement to a third party that is not a Wholly-Owned Subsidiary of Company) unless TiVoII (or TiVo on its behalf) has consented, in writing, to allow the Inter-Company Sublicense Agreement to continue in effect; (iv) be automatically terminated upon termination of this Agreement; (v) bind the Inter-Company Sublicensee to comply with all of the applicable obligations and restrictions set forth in this Agreement; and (vi) define the scope of the rights sublicensed to the Inter-Company Sublicensee under this Agreement. Notwithstanding anything in this Agreement to the contrary, a copy of this Agreement, in its entirety, may be provided to each Wholly-Owned Subsidiary of the Company that is party to an Inter-Company Sublicense Agreement. Company shall provide an accurate copy of each Inter-Company Sublicense Agreement (with any commercial terms, including pricing, redacted at Company’s option) to TiVoII and TiVo within ^[*]of execution. Company acknowledges and agrees that it shall be directly responsible to TiVoII and TiVo for all of its obligations under this Agreement regardless of whether Company uses any Inter-Company Sublicensees to exercise its rights under this agreement and shall not delegate any of such obligations to its Inter-Company Sublicensees or otherwise require TiVoII or TiVo to look to such Inter-Company Sublicensees to perform any task or provide any information hereunder.

(b) Outsourced Development and Authorized Sublicensees.

(i) Outsourced Development. Company and its Inter-Company Sublicensees may, pursuant to a written agreement that complies with Section 2.11(i) below, sublicense (without any right to further sublicense) worldwide third party developers and designers (including their individual contractors) for the purpose of conducting development and design work for Company within the scope of the licenses set forth in Sections 2.1-2.5 (each a “Developer Sublicense Agreement”). The Developer Sublicense Agreement must provide that any sublicensed development authorized hereunder shall be conducted on a ”work-for-hire” basis and that the Sublicensee assign Company all IP Rights in the resulting work product free and clear of any encumbrances or payment of royalties or other ongoing fees.

(ii) Authorized Sublicensees. In the event Company wishes for a third party (other than a Wholly-Owned Subsidiary of Company) to be an Authorized Sublicensee under this Agreement, Company shall submit a written request to that effect to TiVoII and TiVo along with the identity of such third party, a complete list of such third party’s

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Majority-Owned Affiliates, a copy of the proposed Developer Sublicense Agreement, including provisions for the protection of Highly Sensitive IP and the statement of work or other document describing the development proposed to be conducted by such third party, that Company seeks to enter into with such third party and a description of the Highly Sensitive IP and Scripts that Company wishes to disclose and/or sublicense to such third party. TiVoII (or TiVo on its behalf) shall have sole discretion to grant or deny Company’s request but shall use commercially reasonable efforts to respond to Company within ^[*]of receipt of Company’s request. TiVoII’s consent (or TiVo’s on its behalf) to such request, if any, shall be conditioned on Company entering into a Developer Sublicense Agreement containing terms substantially in the form of the proposed agreement submitted to TiVoII and TiVo with the original request and Company not disclosing or sublicensing rights to any Highly Sensitive IP or Scripts other than as expressly identified in the original request. TiVoII’s consent and the third party’s status as an ”Authorized Sublicensee” hereunder shall be deemed automatically revoked hereunder if Company violates such conditions.

(c) Manufacturing. Company and its Inter-Company Sublicensees may, pursuant to a written agreement that complies with Section 2.11(i) below, sublicense (without any right to further sublicense) worldwide third party contract manufacturers (including chip manufacturers) for the purposes of (i) having Company’s products manufactured for Company within the scope of the licenses set forth in Sections 2.1-2.5 and (ii) having TiVo-Enabled DVR Products manufactured for and provided directly to TiVo-Enabled DVR Product Licensees and authorized TiVo-Enabled DVR Product Retail Distributors within the scope of the license set forth in Section 2.1 (each a “Manufacturer Sublicense Agreement”); provided, however, that (A) any third party contract manufacturing facility (except the [*], which are deemed approved by TiVoII and TiVo hereunder) for TiVo-Enabled DVR Products must be pre-approved in writing by TiVoII (or TiVo on its behalf), which approval shall not be unreasonably withheld or delayed (TiVoII (or TiVo on its behalf) shall provide its reasons, in writing for any rejection of a proposed third party contract manufacturing facility for TiVo-Enabled DVR Products); and (B) a third party contract manufacturer sublicensed under Section 2.11(c)(ii) shall also be bound in writing to the terms required to be included in a Distribution Sublicense Agreement (as defined in Section 2.11(f) below. For avoidance of doubt, no Source Code relating to the Licensed Technology or TiVo Improvements (except hardware code that is explicitly for manufacturing, such as verilog or a portion thereof provided by TiVo to Company hereunder) may be disclosed or sublicensed pursuant to a Manufacturer Sublicense Agreement and such a Sublicensee may not be sublicensed any rights to create Upgrades of any Licensed Technology or TiVo Improvements under a Manufacturer Sublicense Agreement.

(d) Service Providers. Company and its Inter-Company Sublicensees may, pursuant to a written agreement that complies with Section 2.11(i) below, sublicense (without any right to further sublicense) third party service providers to use (without reproduction (except for backup, redundancy or load balancing purposes), modification, distribution or any other rights other than the right to use) the Licensed Technology and TiVo Improvements (excluding any Source Code) (i) solely to provide, maintain and support the GC DVR Service or GC

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Non-DVR Services, on behalf of Company and/or its Inter-Company Sublicensees, within the scope of the licenses set forth in Sections 2.1-2.5, or (ii) solely to provide support services related to GC DVR Services, GC DVR Products, GC Non-EPG DVR Products, GC Non-DVR Products and GC Non-DVR Services to Company and its Inter-Company Sublicensees within the scope of the licenses set forth in Sections 2.1-2.5 (each a “Service-Provider Sublicense Agreement”).

(e) Reference Design Sublicenses. Company and its Inter-Company Sublicensees may, pursuant to a written agreement that complies with Exhibit H (GC Product Reference Design & Sublicense Terms), attached hereto, sublicense (without any right to further sublicense) GC Product Reference Designs to third parties worldwide (“Reference Design Sublicensees”) to make, have made, use, import, sell and offer for sale GC DVR Products, GC Non-EPG DVR Products and GC Non-DVR Products within the scope of Company’s licenses set forth in Sections 2.2 and 2.3, subject to the additional terms set forth in Exhibit H (GC Product Reference Design & Sublicense Terms) (a “GC Product RD Sublicense Agreement”) and subject to the Company’s (or its Inter-Company Sublicensee’s) payment of royalties under Section 6.3 for [*] sold, leased or otherwise disposed of [*].

(f) Distribution. Company and its Inter-Company Sublicensees may, pursuant to a written agreement that complies with Section 2.11(i) below, sublicense (without any right to further sublicense) third party distributors (including, but not limited to Sublicensees under Service Provider Sublicense Agreements) to reproduce and distribute, in Object Code and Script forms only, the Client Technology, TiVo Improvements thereof, and Upgrades thereof made by or for the Company (and associated documentation) as incorporated or integrated with GC DVR Products, GC Non-EPG DVR Products, TiVo-Enabled DVR Products and GC Non-DVR Products, to End Users (pursuant to a written End User Sublicense Agreement) within the scope of the licenses set forth in Sections 2.1-2.5 (a “Distribution Sublicense Agreement”). For avoidance of doubt, no Source Code relating to the Licensed Technology or TiVo Improvements may be disclosed or sublicensed pursuant to a Service-Provider Sublicense Agreement and such a Sublicensee may not be sublicensed any rights to modify or create derivative works of any Licensed Technology or TiVo Improvements under a Service-Provider Sublicense Agreement.

(g) End User Sublicenses. Company and its Inter-Company Sublicensees may, pursuant to a written agreement that complies with Section 2.11(i) below, sublicense (without any right to further sublicense), in Object Code form and Script form only, the Client Technology, TiVo Improvements thereof, or Upgrades thereof made by or for the Company (and associated documentation) as incorporated or integrated with GC DVR Products, GC Non-EPG DVR Products, TiVo-Enabled DVR Products and GC Non-DVR Products, to an End User in Greater China solely for such End User’s use of such products in Greater China (an “End User Sublicense Agreement”).

(h) TiVo Competitors. Notwithstanding anything herein to the contrary, Company (and its Wholly-Owned Subsidiaries) shall not (i) disclose, distribute or sublicense (except pursuant to End User Sublicense Agreements) the Licensed Technology, TiVo

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Improvements or TiVo’s Additional Manufacturing Materials to a TiVo Competitor and (ii) consent to the assignment of a Sublicense Agreement to a TiVo Competitor. Any Developer Sublicense Agreement shall provide that the sublicense shall either be terminable by the Company (or its Inter-Company Sublicensee) for convenience without liability (other than payment by Company (or its Inter-Company Sublicensee) of monies owed), or shall expire on its terms no later than the [*]anniversary of the effective date of such Development Sublicense Agreement (with no provision for automatic renewal). Any other Sublicense Agreement authorized hereunder (except an End User Sublicense Agreement or Inter-Company Sublicense Agreement) shall provide that the Sublicense Agreement either is terminable by the Company (or its Inter-Company Sublicensee) for convenience without liability (other than payment by Company (or its Inter-Company Sublicensee) of monies owed), or will expire on its terms no later than the [*]anniversary of the effective date of such Sublicense Agreement (with no provision for automatic renewal). In the event a Sublicensee (other than an End User) becomes a TiVo Competitor during the term of its Sublicense Agreement (excluding End User Sublicense Agreements), Company hereby agrees that it (and its Inter-Company Sublicensees) will, as soon as it legally has the right to do so under the Sublicense Agreement: (i) terminate the Sublicense Agreement and the sublicenses therein; or (ii) refuse to renew the Sublicense Agreement and the sublicenses therein at the end of the then-current term of such Sublicense Agreement.

(i) Sublicense Agreements. Each Sublicense Agreement (excluding any Inter-Company Sublicense Agreement) must contain at least the minimum terms and conditions set forth for that type of Sublicense Agreement in Exhibit G (Minimum Terms and Conditions for Sublicense Agreements) and a breach by Company of the foregoing obligation shall be deemed a material breach of this Agreement. Notwithstanding anything in this Agreement to the contrary, Company may provide a potential Sublicensee a copy of the minimum terms and conditions required to be included in the applicable Sublicense Agreement hereunder in confidence pursuant to Section 11.2. Company shall provide TiVoII and TiVo an accurate copy of portions of each Sublicense Agreement (except End User Sublicense Agreements) sufficient to demonstrate compliance with the relevant provisions in this Agreement, within [*]of execution. In no event shall Company be required to provide TiVoII or TiVo with any commercial terms (including pricing) contained in such Sublicense Agreements and Company may redact such terms from the copies provided. Any Sublicense Agreements (or portions thereof) provided by Company hereunder shall be treated as Company’s Confidential Information. For avoidance of doubt, a third party that is a Sublicensee under more than one Sublicense Agreement hereunder may have all of the terms of such Sublicense Agreements contained within a single agreement.

(j) Breaches of Sublicense Agreements. Company shall undertake commercially reasonable efforts consistent with United States industry standard practices to monitor its (and its Inter-Company Sublicensees’) Sublicensee’s compliance with Sublicense Agreements. If Company becomes aware of a breach of any terms required to be included in a Sublicense Agreement under this Agreement, Company shall (i) promptly notify TiVoII and TiVo in writing of such breach; (ii) use and cause its Inter-Company Sublicensees to use commercially reasonable efforts to remedy such breach; and (iii) provide periodic written reports to TiVoII and TiVo describing the nature and effect of Company’s remedial efforts.

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In the event of a Critical Sublicensee Breach: (A) Company and its Inter-Company Sublicensees shall Enforce each of the Sublicense Agreements to remedy such breach; and (B) if such breach is not cured within the cure period set forth in the Sublicense Agreement, Company shall (and, if applicable, cause its Inter-Company Sublicensees to), upon TiVoII’s (or TiVo’s on its behalf) written request and to the extent permitted by law, assign TiVo the breach of contract claims relating to such breach and TiVo shall have the right to enforce such claims directly against the breaching Sublicensee at Company’s expense. Without limiting the foregoing: (Y) if a Critical Sublicensee Breach is not cured upon expiration of the applicable cure period, if any, upon TiVoII’s (or TiVo’s on its behalf) written request, Company shall immediately terminate such Sublicense Agreement, revoke the sublicenses to the Licensed Technology, TiVo Improvements and TiVo Marks, and require the Sublicensee to destroy or return all TiVo Confidential Information, Licensed Technology and TiVo Improvements; and (Z) Company shall be liable to TiVoII and TiVo for and indemnify TiVoII and TiVo from any proven damages and expenses (including reasonable attorneys fees and other enforcement costs) incurred by TiVoII or TiVo due to Critical Sublicensee Breaches exceeding, ^[*], to the extent TiVoII and TiVo are not reasonably able to recover such amounts from the breaching Sublicensees.

In the event of an End User Critical Sublicensee Breach, upon TiVoII’s (or TiVo’s on its behalf) written request, Company (or its Inter-Company Sublicensee, as applicable) shall (or, in the event the breaching End User received its rights from a Sublicensee under a Distribution Sublicense Agreement, cause such Sublicensee to) immediately terminate such End User Sublicense Agreement, revoke the sublicenses to the Licensed Technology, TiVo Improvements and TiVo Marks, and require the End User Sublicensee to destroy or return all TiVo Confidential Information, Licensed Technology and TiVo Improvements.

In the event Company (or its Inter-Company Sublicensee) does not terminate (or, as applicable, cause the termination of) a Sublicense Agreement as required in this Section 2.11, Company (or its Inter-Company Sublicensee) hereby appoints TiVo its attorney-in-fact solely for the purpose of terminating (or, as applicable, causing the termination of) the Sublicense Agreement or any specific rights thereunder, which appointment is irrevocable.

For the purposes of this Section 2.11(j), “Enforce” means taking at least all of the following steps: (1) promptly after Company or its Wholly-Owned Subsidiary becoming aware of the Critical Sublicensee Breach, providing the Sublicensee written notice of such breach and that the Sublicense Agreement will be terminated effective as of a date no later than the expiration of the cure period set forth in such Sublicense Agreement for such breach if the Sublicensee fails to cure such breach within the cure period, if any; and (2) if the material breach continues after the applicable cure period has expired and so long as the breach is continuing, [*] within [*]of Company or its Wholly-Owned Subsidiary becoming aware of such breach, if available to Company or its Wholly-Owned Subsidiary, to stop such continuing breach.

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Notwithstanding anything in this Agreement to the contrary, provided Company and its Wholly-Owned Subsidiaries have not otherwise materially breached their obligations under this Agreement, it shall not be deemed a breach of this Agreement in the event that (Y) any End User takes any GC DVR Product, GC Non-EPG DVR Product or GC Non-DVR Product outside of Greater China so long as Company (and its Wholly-Owned Subsidiaries) did not take any action to encourage, induce or otherwise authorize such action; or (Z) any Sublicensee (other than Company’s Wholly-Owned Subsidiaries) sells, offers for sale, distributes, markets or otherwise disposes of Licensed Technology or TiVo Improvements outside of Greater China so long as neither Company nor its Wholly-Owned Subsidiary has licensed or otherwise authorized such conduct.

2.12 License Restrictions.

(a) General Restrictions. Company and its Wholly-Owned Subsidiaries shall not, and shall not authorize any third party to: (i) translate, reverse engineer, decompile, disassemble, or attempt to derive the Source Code from the Object Code of any Licensed Technology or TiVo Improvements; (ii) modify or create any Upgrades of any Licensed Technology or TiVo Improvements except as expressly authorized in this Agreement; (iii) sublicense, rent, lease, loan, timeshare, sell, distribute, assign or transfer any rights in, grant a security interest in, or transfer possession of any Licensed Technology or TiVo Improvements, except as expressly provided in this Agreement; or (iv) obfuscate, alter or remove any of TiVo’s copyright or other proprietary rights notices or legends appearing on or in the Licensed Technology or TiVo Improvements as delivered to Company, and, except as expressly provided otherwise, all such markings shall be included on or in all copies of any portion of the Licensed Technology, TiVo Improvements and Upgrades thereof made by Company, its Wholly-Owned Subsidiaries or any Sublicensee. Company’s sublicense from TiVoII or TiVo for any Third Party Included Technology shall be subject to the terms and restrictions contained in the license agreements that apply to such Third Party Included Technology. Copies of such agreements for the Third Party Included Technology listed on Exhibit K (Third Party Technology and Public Software) have been provided or made available to Company. TiVo and its Wholly-Owned Subsidiaries shall not, and shall not authorize any third party to: (A) translate, reverse engineer, decompile, disassemble, or attempt to derive Source Code from the Object Code of any Company Improvement; or (B) obfuscate, alter or remove any of Company’s copyright or other proprietary rights notices or legends appearing on or in the Company Improvements (excluding any portions of the original underlying Licensed Technology or TiVo Improvements therein) as delivered to TiVo, and, except as expressly provided otherwise, all such markings shall be included on or in all copies of any portion of the Company Improvements (excluding any portions of the original underlying Licensed Technology or TiVo Improvements therein) and Upgrades thereof made by TiVo, its Wholly-Owned Subsidiaries or its sublicensees.

(b) Security, Privacy and Public Software Issues.

(i) Restrictions. Company and its Wholly-Owned Subsidiaries shall not copy, modify, use, distribute or otherwise exploit the Licensed Technology, TiVo Improvements or any portion or derivative thereof: (A) in a manner that Company or its Wholly-Owned Subsidiary knows or reasonably should have known would materially increase a third party’s ability to circumvent the security or privacy safeguards implemented by TiVo in TiVo’s

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products or services; or (B) in connection with Public Software, in a manner that requires any Licensed Technology or portion or derivative thereof to be licensed for free to the general public or require the Source Code relating thereto to be disclosed to the general public. TiVo and its Wholly-Owned Subsidiaries shall not copy, modify, use, distribute or otherwise exploit the Company Improvements or any portion or derivative thereof in a manner that is inconsistent with TiVo’s security or privacy policies. Except pursuant to Section 2.8(b)(vi) above, TiVo and its Wholly-Owned Subsidiaries shall use commercially reasonable efforts to not copy, modify, use, distribute or otherwise exploit the Company Improvements or any portion or derivative thereof in connection with Public Software, in a manner that requires any Company Improvements or portions or derivatives thereof to be licensed for free to the general public or require the Source Code relating thereto to be disclosed to the general public

(ii) Precautions. Company and its Wholly-Owned Subsidiaries shall take all reasonable actions, in accordance with United States software industry standard practices to prevent a third party from circumventing the security and privacy safeguards implemented by TiVo in the Licensed Technology and TiVo Improvements. TiVo and its Wholly-Owned Subsidiaries shall take all reasonable actions in accordance with United States software industry standard practices to prevent a third party from circumventing the security and privacy standards implemented by Company in the Company Improvements.

(iii) TiVo’s Review of Company Software. Company shall provide TiVo (on its own behalf and on behalf of TiVo II) at least ^[*]advance written notice that it or its Wholly-Owned Subsidiary intends to release software (other than (a) software that is not released in a manner that could trigger a breach of 2.12(b)(i)(B) and (b) emergency bug fixes released to remedy Severe Bugs which are covered in (iv) below) containing Licensed Technology, TiVo Improvements, or a portion thereof. TiVo (on its own behalf and on behalf of TiVo II) shall have the right to audit the Source Code for such software on-site at a Company facility located in the State of California and Company shall provide TiVo access to such Source Code at such facility within [*]of written notice from TiVo of its desire to audit such software. Company shall provide TiVo (on its own behalf and on behalf of TiVo II) reasonable access to individuals familiar with the programming history of such software in connection with such audit. TiVo (on its own behalf and on behalf of TiVo II) shall work diligently to complete such audit in a timely manner and provide feedback to Company on a timely basis, including prompt notice (including notice by e-mail) to Company if TiVo finds any violations of Section 2.12(b)(i) or 2.12(b)(ii) (even if the review has not been completed). Before releasing such software, Company and its Wholly-Owned Subsidiaries shall wait until the earlier of (1) TiVo’s written confirmation (on its own behalf and on behalf of TiVo II) that such software does not appear to pose a risk to the security or privacy safeguards implemented in TiVo products or services and does not appear to present a risk that any Licensed Technology or TiVo Improvements is required to be licensed for free to the general public or any Source Code relating thereto is required to be disclosed to the general public; or (2) written waiver from TiVo (on its own behalf and on behalf of TiVo II) of its audit right; or (3) the [*]from when TiVo received notice of the release if as of such date (A) TiVo has not yet begun its audit or (B) TiVo has not identified to

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Company any security, privacy or Public Software risks. In the event that TiVo does identify any security, privacy or Public Software risks that would delay the release of the software, Company shall remedy such risks as soon as reasonably practical and TiVo (on its own behalf and on behalf of TiVo II) may have ^[*]to verify that the risk have been remedied and no new risks have been identified, after which time, the Company may release the software unless a risk remains unremedied in which case the Parties shall work together to establish a plan for the remedy of such risk. TiVo shall bear its own costs of such audit unless the audit reveals a material breach by Company or its Wholly-Owned Subsidiary of Section 2.12(b)(i) or 2.12(b)(ii) in which case Company shall bear all costs of such audit. Notwithstanding anything herein to the contrary, the TiVo representative who performs the review of the Source Code will be bound by the confidentiality obligations contained in Article 11. In the event that Company does not want a TiVo representative to review portions of the Source Code, TiVo (on its own behalf and on behalf of TiVo II) shall use a third party contractor (selected by TiVo) to perform such review, provided that (i) Company shall bear the costs of the audit by such contractor and (ii) TiVo agrees not to use such contractor for any work in respect of products or services to be distributed or used in Greater China for a period of [*]following any such audit.

(iv) TiVo Review of Severe Bugs. Company will (A) notify TiVo (on its own behalf and on behalf of TiVo II) as soon as a Severe Bug has been identified for which Company (or any Wholly-Owned Subsidiary of Company) believes an emergency software bug fix is required; (B) keep TiVo (on its own behalf and on behalf of TiVo II) informed throughout the process of fixing such Severe Bug; (C) upon fixing such Severe Bug, provide TiVo (on its own behalf and on behalf of TiVo II) with information regarding the software fix so that TiVo (on its own behalf and on behalf of TiVo II) may, as set forth below, review such fix for compliance with Section 2.12(b)(i) and 2.12(b)(ii); and (D) ensure that all software fixes of Severe Bugs have been reviewed and verified for compliance with Section 2.12(b)(i) by a Company Public Software Employee Expert before such fixes are released. TiVo (on its own behalf and on behalf of TiVo II) shall use commercially reasonable efforts to complete its review of the software fix for compliance with Section 2.12(b)(i) and 2.12(b)(ii) within [*]. If TiVo cannot determine (in its reasonable discretion) whether the Company has complied with Section 2.12(b)(i) and 2.12(b)(ii) regarding the fix within [*], TiVo (on its own behalf and on behalf of TiVo II) will continue to use commercially reasonable efforts to make such determination as soon as possible and it will provide [*]updates regarding the progress of such efforts to Company. In the event TiVo reasonably believes the software fix does not comply with Section 2.12(b)(i) or 2.12(b)(ii) and has identified the reasons for such belief to Company, Company and TiVo (on its own behalf and on behalf of TiVo II) will work together to modify the fix so it complies with Section 2.12(b)(i) or 2.12(b)(ii), as applicable, before it is released. TiVo shall bear its own costs of such audit unless the audit reveals a material breach by Company or its Wholly-Owned Subsidiary of Section 2.12(b)(i) or 2.12(b)(ii) in which case Company shall bear all costs of such audit. Notwithstanding anything herein to the contrary, Company shall have no obligation to allow TiVo (or TiVoII) to review software that is not released in a manner that could trigger a breach of 2.12(b)(i)(B).

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2.13 Responsibility For its Related Parties.

(a) Notwithstanding anything herein to the contrary, Company hereby acknowledges and agrees that it is responsible for its individual contractors’ and its Wholly-Owned Subsidiaries’ (including, but not limited to its Inter-Company Sublicensees’) and Majority-Owned Affiliates’, and their respective individual contractors’ compliance with the terms of this Agreement (and their Sublicense Agreements, as applicable) and it is liable to TiVoII and TiVo for any action or omission by any of the foregoing that would constitute a breach of this Agreement if such action or omission were taken by Company. For the avoidance of doubt, if such a breach is material, it will be deemed a material breach of this Agreement by Company.

(b) Notwithstanding anything herein to the contrary, TiVo hereby acknowledges and agrees that it is responsible for its individual contractors’, TiVoII and other of its Wholly-Owned Subsidiaries’ (and their individual contractors’) and Majority-Owned Affiliates’ (and their individual contractors’) compliance with the terms of this Agreement and it is liable to Company for any action or omission by its individual contractor, Wholly-Owned Subsidiary (or its individual contractor), or Majority-Owned Affiliate (or its individual contractor) that would constitute a breach of this Agreement if such action or omission were taken by TiVo.

2.14 Master Payment and Performance Guaranty.

(a) Company fully and unconditionally guarantees the performance by its Wholly-Owned Subsidiaries of all obligations of Company and its Wholly-Owned Subsidiaries under this Agreement including, without limitation, compliance with all terms applicable to such entities under this Agreement and prompt payment of all amounts due under Section 6 and the restrictions and obligations of Sections 2.7, 2.10, 2.11, and 2.12, Articles 4, 7, and 9, Section 10.2(a), Article 11, and Section 12.2(e).

(b) TiVo fully and unconditionally guarantees the performance by its Wholly-Owned Subsidiaries (including TiVoII) of all obligations (including payments of any amounts or liabilities) of TiVo and its Wholly-Owned Subsidiaries (including TiVoII) under this Agreement including, without limitation, compliance with all terms applicable to such entities under this Agreement and the restrictions and obligations of Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.12, 3.1, 3.3, 4.2, 4.5, 8.2, 9.4, Article 11 and Section 12.1.

(c) Company shall condition the granting of any rights under an Inter-Company Sublicense Agreement to its Wholly-Owned Subsidiary on such Wholly-Owned Subsidiary first executing the Inter-Company Sublicensee Master Payment Guaranty (the “Guaranty”) attached hereto as Exhibit S (Payment Guaranty).

3. TECHNOLOGY EXCHANGE.

3.1 Initial Delivery of Licensed Technology. Beginning on the Closing, the Parties shall work together to effectuate delivery of the Licensed Technology and TiVo’s Additional Manufacturing Materials to the Company as soon as commercially practicable. Notwithstanding

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the foregoing, TiVoII (or TiVo on behalf of TiVoII) shall provide (i) Client Technology for ^[*]to Company as soon as possible after Closing which TiVo believes in good faith should be no later than [*]after Closing; and (ii) Server Technology as soon as possible after Closing which TiVo believes in good faith should be no later than [*]after Closing.

3.2 Third Party Technology. For avoidance of doubt, if a license and/or certification from a third party is required for any particular component or IP Right used by TiVo in connection with the Licensed Technology or any TiVo Improvement, Company shall be solely responsible for obtaining its own license and/or certification, including bearing any applicable license fees. Exhibit K (Third Party Technology and Public Software) contains a list of known Third Party Included Technology sublicensed by TiVoII to Company hereunder, a list of known Third Party Excluded Technology which is not sublicensed to Company hereunder, and a list of known Public Software incorporated in Licensed Technology. TiVo (on its own behalf and on behalf of TiVo II) shall use reasonable efforts to facilitate contact and communication between Company and the licensors of such Third Party Excluded Technology and provide advice with respect to such communications. To the extent the delivery of Licensed Technology requires TiVo employees or agents to spend time describing, disclosing or providing any information regarding such Licensed Technology (excluding [*]spent in connection with its obligations described above to assist the Company regarding licenses of Third Party Excluded Technology) to Company and its Wholly-Owned Subsidiaries, including but not limited to disclosing and/or teaching trade secrets and know-how in the Licensed Technology to Company and its Wholly-Owned Subsidiaries, such time shall be counted against the Allotment of [*]full-time equivalent (“FTE”) employee [*]of [*]training/design services described in Section 5.1 below.

3.3 Exchanging TiVo Improvements and Company Improvements.

(a) Timing. During the Collaboration Period, TiVoII (or TiVo on its behalf) shall disclose TiVo Improvements, TiVo Hardware Reference Designs (to the extent not provided in accordance with Section 3.1) and TiVo HRD Upgrades (and associated Additional Manufacturing Materials) to Company and Company shall disclose Company Improvements to TiVo as set forth below. The Parties shall work together to coordinate the timing of providing such TiVo Improvements, TiVo Hardware Reference Designs (to the extent not provided in accordance with Section 3.1) and TiVo HRD Upgrades (and associated Additional Manufacturing Materials) or Company Improvements (as the case may be) to each other; provided, however, that (i) with respect to Company Improvements relating to the HPK and TiVo HRD Upgrades (and Associated Manufacturing Materials), such Company Improvements or TiVo Hardware Reference Designs (and Associated Manufacturing Materials), as the case may be, shall be provided to TiVo and Company, respectively, no later than [*]after the end of the [*]in which the [*]of the relevant product for [*]and (ii) with respect to Company Improvements or TiVo Improvements relating to software, TiVoII (or TiVo on its behalf) and Company shall

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provide TiVo Improvements and Company Improvements, respectively, to the other no later than [*]after the end of the [*]in which the software was used or made available, as the case may be, in connection with an applicable generally commercially available product or service.

(b) Right to Withhold. Additionally, TiVoII (and TiVo) and Company (each a “Technology Licensor”) shall each have the right, upon written notice to the other, to withhold disclosing any TiVo Improvements and Company Improvements, respectively, to the other Party (the “Technology Licensee”) and/or prohibit their use (i.e., exclude them from the licenses granted to the Technology Licensee herein) even after disclosure to the Technology Licensee in particular geographic territories if specific events or developments occur that cause the Technology Licensor to have a bona fide business concern regarding the protection of its IP Rights relating to such TiVo Improvements or Company Improvements, as the case may be, in such territories, including but not limited to (i) breaches of confidentiality by the Technology Licensee, (ii) third party misappropriation or infringement of the Technology Licensor’s IP Rights or technology, which was likely to have arisen because of the Technology Licensee’s exercise of its rights granted hereunder, and (iii) the Technology Licensor’s inability to effectively enforce its IP Rights in such territories.

(c) Exchange Process. The Parties shall exchange Company Improvements and TiVo Improvements in accordance with the technology exchange guidelines set forth in Exhibit P (Technology Exchange Guidelines).

3.4 Form of Licensed Technology, TiVo Improvements and Company Improvements.

(a) Form of Licensed Technology and TiVo Improvements. Notwithstanding anything herein to the contrary, any Licensed Technology and TiVo Improvements required to be provided to Company hereunder shall be provided solely in the form as they exist at the time of disclosure to Company. Company hereby agrees that TiVoII and TiVo have no obligation whatsoever to create any additional documentation or technology beyond that which exists in TiVo’s possession at the time of disclosure of the Licensed Technology or TiVo Improvements to Company.

(b) Form of Company Improvements. Notwithstanding anything herein to the contrary, any Company Improvements required to be provided to TiVo hereunder shall be provided solely in the form as they exist at the time of disclosure to TiVo. TiVo and TiVoII hereby agree that Company has no obligation whatsoever to create any additional documentation or technology beyond that which exists in Company’s possession at the time of disclosure of the Company Improvements to TiVo.

3.5 Legal Compliance. The Parties agree that any disclosure of information or technology by the Technology Licensor to the Technology Licensee hereunder is subject to the Parties’ compliance with all Laws applicable to such disclosures in any relevant jurisdiction, including but not limited to export control Laws. The Technology Licensor may delay required disclosures of such information or technology until it is reasonably satisfied that such disclosure would comply with all applicable Laws. The Technology Licensee agrees to bear the costs, including attorney’s fees, of such compliance, including the expense of obtaining required certifications, licenses, permits or other approvals from any Governmental or Regulatory Authority.

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4. BRANDING AND USE OF TIVO MARKS.

4.1 Branding. Company and its Wholly-Owned Subsidiaries and their Sublicensees may, at Company’s sole discretion, provide credit and attribution to TiVo in the marketing and distribution of any GC DVR Products or GC DVR Services subject to the requirements set forth in this Article 4.

4.2 Use of TiVo Marks.

(a) License to Use TiVo Marks. Subject to the terms and conditions herein and Company’s compliance with the Trademark Usage Guidelines, TiVoII hereby grants Company a non-exclusive, nontransferable, non-sublicensable (except as set forth in Section 4.2(d) below) license to use the TiVo Marks (a) as “ingredient marks” (i.e., the TiVo Marks are not the primary marks for a product or service, but rather are subordinate to a separate and distinct mark to designate the origin of such product or service) to market and sell its GC DVR Products and GC DVR Services in Greater China; (b) on Company’s business cards; and (c) as mutually agreed by the Parties. Company shall comply with the Trademark Usage Guidelines (and any branding guidelines provided by TiVo pursuant to Section 4.2(b)) at all times.

(b) Approval by TiVo. Before each use of a TiVo Mark by Company, pursuant to the license hereunder, Company shall provide TiVoII and TiVo with representative samples of the proposed use of the TiVo Mark for approval by TiVoII (or TiVo on its behalf). Such use shall be deemed rejected unless TiVo II (or TiVo on its behalf) approves such use in writing within [*]of the receipt of Company’s proposal. Any approval by TiVo may be conditioned on Company’s agreement to follow certain written branding guidelines (e.g., full color medallions of the relevant mark on the product bezel) provided by TiVo. Additionally, upon TiVoII’s (or TiVo’s on its behalf) request, Company shall provide TiVoII (or TiVo on its behalf) with: (i) free samples of any product or allow TiVo II (or TiVo on its behalf) to test for free any service that Company (or its Wholly-Owned Subsidiary) is marketing or selling using the TiVo Marks in order to ensure that that quality of such products and services meets TiVo’s standards; and (ii) exemplary samples of the marketing literature and other materials bearing the TiVo Marks relating to products or services that Company (or its Wholly-Owned Subsidiary) is marketing or selling using the TiVo Marks. If TiVoII (or TiVo on its behalf) does not approve a use of the TiVo Marks or determines in its reasonable discretion that a product or service marketed or sold using the TiVo Marks is of insufficient quality, Company shall modify or cancel the use as reasonably requested by TiVo II (or TiVo on its behalf).

(c) Pre-Approved Uses of TiVo Marks. Notwithstanding anything herein to the contrary, Company may use the TiVo Marks, as specified in Exhibit R (Pre-Approved Uses of TiVo Marks), for the uses specified in Exhibit R (Pre-Approved Uses of TiVo Marks), without obtaining approval from TiVoII or TiVo provided that Company’s use complies with the TiVo Trademark Usage Guidelines.

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(d) Sublicensing to Wholly Owned Subsidiaries. Company may, pursuant to a written agreement and subject the relevant restrictions and obligations herein, sublicense any or all of Company’s rights under Section 4.2(a) to its Inter-Company Sublicensees under an Inter-Company Sublicense Agreement.

(e) Breach by Company. TiVoII (and TiVo on its behalf) reserves the right to revoke Company’s rights to use the TiVo Marks at any time in the event Company or its Wholly-Owned Subsidiary breaches this Article 4 or otherwise uses the TiVo Marks in a manner that, in TiVoII’s (or TiVo’s on its behalf) reasonable determination, adversely affects TiVo’s reputation or goodwill. Any breach by Company or its Wholly-Owned Subsidiary of the obligations under this Article 4 that results in material harm to TiVoII, TiVo or their rights in and to the TiVo Marks shall be deemed a ”material breach” for the purposes of Section 14.2(a) below.

4.3 Ownership of TiVo Marks. All use of the TiVo Marks hereunder shall inure to the benefit of TiVoII and TiVo. TiVoII and TiVo have and shall retain exclusive ownership of the TiVo Marks. Neither Company nor its Wholly-Owned Subsidiaries will adopt or use marks confusingly similar to the TiVo Marks, or contest or challenge, or do anything inconsistent with, TiVo’s exclusive ownership of the TiVo Marks. Without limiting the generality of the foregoing, and except as pre-approved pursuant to Section 4.2(c) or otherwise expressly authorized in the TiVo Trademark Usage Guidelines, neither Company nor its Wholly-Owned Subsidiaries may affix, append, or place any of its trademarks, trade names, or logos to, or in close proximity to, the TiVo Marks in a manner that results or could likely result in the creation of a unitary composite mark.

4.4 Challenge. If a third party legitimately challenges Company’s (or its Wholly-Owned Subsidiary’s) use of any TiVo Mark or TiVo or TiVoII becomes aware of a significant risk of a legitimate challenge in any jurisdiction where Company is licensed to use such TiVo Mark, Company (and its Wholly-Owned Subsidiary) shall, as soon as reasonably practical, suspend its use of the affected TiVo Mark in such jurisdiction. The Parties shall promptly notify each other in writing of any written challenge received that relates to Company or its Wholly-Owned Subsidiaries’ use of the TiVo Marks.

4.5 Non-Use by TiVo. TiVoII and TiVo hereby covenant and agree that neither TiVo nor its Wholly-Owned Subsidiaries shall use and TiVoII and TiVo shall not authorize or license any third party to use any TiVo marks (including TiVo Marks) in Greater China in connection with DVR Products or DVR Services during the Exclusivity Period (except in connection with the permitted uses of the Licensed Technology and TiVo Improvements set forth in Sections 2.8(b)(i), 2.8(b)(iii), 2.8(b)(iv) and 2.8(b)(vi)); provided, however, that (i) in the event TiVo, through itself, a Wholly-Owned Subsidiary, Majority-Owned Affiliate, or TiVo Partner, will be launching, in any GC Region, products or services that use or are based on the Licensed Technology or TiVo Improvements and (ii) TiVo has complied with its notice obligations under Section 8.2, TiVo may use, and may authorize or license third parties to use, the TiVo Marks in connection with the promotion or marketing of such products or services during the [*]prior to such post-Exclusivity Period launch even if some or all of such [*]are during the Exclusivity Period.

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4.6 GC Trademarks. As between Company and TiVo, TiVo shall have the exclusive right to file applications for registration of TiVo Marks in the GC Regions, and any such pending applications and registrations issuing from such applications shall be deemed TiVo Marks and licensed to Company pursuant to the terms and conditions of this Article 4. With respect to non-English translations of the TiVo Marks (such as Chinese translations), TiVoII (or TiVo, on behalf of TiVoII) shall have [*]from Closing to file for registration of such non-English trademarks in Greater China and any such pending applications and registrations issuing from such applications shall be deemed TiVo Marks and licensed to Company pursuant to the terms and conditions of this Article 4. Notwithstanding anything in this Article 4 to the contrary, Company (or its Wholly-Owned Subsidiaries) shall have the right to apply for and register in the GC Regions, any non-English translations of the TiVo Marks that TiVo has not applied for within [*]after Closing.

5. TRAINING AND SERVICE DESIGN SUPPORT.

5.1 Training and Design Support Allotment. During the [*]after the Effective Date, TiVo shall provide the equivalent of [*]FTE [*]worth of time from TiVo’s qualified employees (the “Allotment”), [*] to Company, to provide training and project design support under Sections 5.2 and 5.3 of this Agreement. TiVo shall provide Company with [*]records showing Company’s use of the Allotment, such [*]records may be provided to company via e-mail, and TiVo shall notify Company as soon as the Allotment has been used. Any Allotment unused by Company during the [*]year after the Effective Date may not be carried over to [*].

5.2 Training. For [*]after the Effective Date, TiVo shall provide training to Company’s development, sales and marketing, service operations, manufacturing operations and support personnel regarding TiVo’s past use of Licensed Technology (and TiVo Improvements, if any) as it may be relevant to Company’s use of the Licensed Technology (and TiVo Improvements) pursuant to the licenses granted herein. The foregoing training shall count towards the Allotment. The subject matter of such training shall include, but not be limited to, [*]. TiVo shall use reasonable efforts to accommodate specific requests by Company with respect to such training such as preferred dates and personnel. Any additional training shall be provided at TiVo’s discretion and be paid for by the Company at TiVo’s Employee Costs. Notwithstanding the foregoing, any training provided by TiVo hereunder outside the United States shall be subject to reimbursement by Company of reasonable travel and lodging expenses, such expenses (or an estimate thereof) to be approved in advance by Company. The actual time spent by TiVo personnel traveling specifically for training hereunder shall be counted toward the foregoing training allotment.

5.3 Design Support. During the [*]after the Effective Date, TiVo shall make available to the Company qualified engineering services (up to any unused Allotment). The engineers for such services shall be staffed at TiVo’s reasonable discretion provided that TiVo shall use commercially reasonable efforts to arrange that (i) each such engineer shall have worked for TiVo for at least [*]and (ii) each such engineer shall have at least [*]of experience in the area of service that they are providing for the Company. The services under this Section 5.3 include, without limitation, design, support and modification of the Server Technology and Operational Support Technology. In the event Company does not want to continue to use any

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specific engineer because such engineer is not performing his or her obligations or is not reasonably capable of performing his obligations, TiVo shall work together with Company to find a suitable replacement. Beginning [*]after the Effective Date, Company shall provide TiVo with a rolling [*]forecast of Company’s good faith estimate of its needs for such engineering services, such forecasts may be provided to TiVo via e-mail. In the event Company desires design support services pursuant to this Section 5.3 during the Collaboration Period but after the earlier of the [*]anniversary of the Effective Date or when the Allotment has been expended, TiVo will use commercially reasonable efforts to enter into a statement of work for such services and any resulting statement of work shall provide that (i) the services are provided by TiVo at TiVo’s Employee Costs and (ii) TiVo will commit to providing sufficient employee resources to complete the project described in the Statement of Work in a timely manner. In the event of a conflict between the terms contained in a statement of work and this Agreement, the terms of this Agreement shall take precedence. All right, title and interest, including IP Rights in and to the technology and other deliverables created, conceived or reduced to practice by TiVo or its personnel (including contractors) in the course of providing engineering services to Company under this Agreement shall be owned exclusively by TiVo. Except as otherwise agreed by the Parties in writing, all software deliverables relating to the Server Technology provided by TiVo pursuant to this Section 5.3 shall be in Object Code and Script forms only and all software deliverables relating to the Operational Support Technology shall be provided in Source Code and Object Code and Script forms.

6. ROYALTIES.

6.1 Royalties for ^[*]. Company (or, at Company’s election, its Inter-Company Sublicensee for royalties based on [*] generated by or through such Inter-Company Sublicensee) shall pay TiVoII (or its designee) a royalty of [*] attributable to [*]. If such [*] are denominated in a currency other than U.S. Dollars, the [*] shall be determined in the currency under which such services were sold and, following the calculation of the corresponding royalties in accordance with the percentage above, the amount of such royalties shall be converted to the equivalent amount in US Dollars at the rate that is published by Bloomberg at the opening of first business day after the end of each calendar quarter for which the payment of royalties is due.

6.2 Royalties for [*]. Company (or, at Company’s election, its Inter-Company Sublicensee for royalties based on [*] generated by such Inter-Company Sublicensee) shall pay TiVoII (or its designee) a royalty for [*]. Such royalty shall be [*] attributable to [*]and, if [*]are provided prior to the Parties’ agreement on the appropriate royalty under this Section 6.2, the royalty for such [*]shall be equal to [*]of [*] attributable to such [*].

6.3 Royalties for [*]. In respect of (i) each [*]sold, leased or otherwise disposed of directly or indirectly for use by an End User pursuant to the rights granted by TiVoII under this Agreement and (ii) each [*] (excluding any [*]

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and sold, leased or otherwise disposed of directly or indirectly for use by an End User sold [*], leased or otherwise disposed of directly or indirectly for use by an End User pursuant to the rights granted by TiVoII under this Agreement, Company (or, at Company’s election, its Inter-Company Sublicensee for royalties accrued based such Inter-Company Sublicensee’ exploitation of its rights under an Inter-Company Sublicense Agreement) shall pay TiVoII (or its designee) a royalty as set forth below. Such royalty shall accrue upon the earlier of [*]. For avoidance of doubt, Company shall owe royalties to TiVoII (or its designee) hereunder even if it has [*]. Company and its Wholly-Owned Subsidiaries shall not owe more than one royalty payment under this Section 6.3 for each particular [*]. For the avoidance of doubt, Reference Design Sublicensees, distributors, resellers and End Users shall not owe TiVoII (or its designee) any royalty in respect of any [*] for which Company (or its Wholly-Owned Subsidiary) has paid a royalty pursuant to this Section 6.3.

(a) If the Royalty Price of the [*], as applicable, is greater than [*], the royalty per [*], as applicable, shall be [*] percent ([*]%) of the Royalty Price.

(b) If the Royalty Price of the [*], as applicable, is greater than [*] and less than or equal to [*], the royalty per [*], as applicable, shall be [*].

(c) If the Royalty Price of the [*], as applicable, is greater than [*] and less than or equal to [*], the royalty per [*], as applicable, shall be [*].

(d) If the Royalty Price of the [*], as applicable, is less than or equal to [*], the royalty per [*], as applicable, shall be [*].

6.4 Favored Pricing. If TiVoII or TiVo contracts with any third party to license Licensed Technology and TiVo Improvements to such third party under substantially similar terms and conditions [*] and TiVoII or TiVo, as applicable, charges a lower royalty rate for such third party to provide [*]in Greater China where such [*]are substantially similar to [*]provided by or for Company or its Inter-Company Sublicensee or charges a lower per product royalty for [*]in Greater China substantially similar to [*]provided by or for Company or its Inter-Company Sublicensee under this Agreement, than as provided to Company under this Agreement for such [*], respectively, TiVoII will offer the same lower royalty rate for [*]provided by Company (or its Wholly-Owned Subsidiaries) after the effective date of such third party agreement under the same terms and conditions as provided to such third party.

7. PAYMENTS AND TAXES.

7.1 Payments. All payments made by the Company or its Wholly-Owned Subsidiaries to TiVoII or TiVo under this Agreement must be made in United States Dollars and, except as set forth in Section 7.4, shall be paid without deduction, or set-off, free and clear of any restrictions or conditions

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7.2 Payments and Reports. Except as expressly provided otherwise hereunder, all payments from Company (including Royalties) shall be due ^[*]following the end of each [*]in which such payments accrued. All Royalty payments hereunder shall be accompanied by a royalty report detailing the basis for the payment, which shall include without limitation, an identification of the product or service, quantity, price, the calculation of the Royalties and all other information that, in TiVoII’s (or TiVo’s on its behalf) determination, is reasonably required for the calculation of the Royalties accrued during the preceding quarter. If no such Royalties were accrued during such quarter, Company shall provide TiVoII (or its designee) a statement so certifying. In addition, Company shall use commercially reasonable efforts to provide, within [*]of the end of each [*] (excluding the [*]ending each [*]), a supplemental royalty report to TiVoII (or its designee) containing the above information regarding Royalties accrued during such [*].

7.3 Late Fees. All past due amounts shall bear interest at the rate of [*] percent ([*]%) per [*]on a pro rata basis, or the maximum rate allowed under applicable Law, whichever is lower.

7.4 Taxes. Company shall deduct from any Royalty paid pursuant to Sections 6.1, 6.2 or 6.3 of this Agreement any amount required to be withheld and deducted under any applicable tax Law or by any Governmental or Regulatory Authority with respect to such Royalty. Any amounts so deducted shall be remitted by Company to the appropriate Governmental or Regulatory Authority on a timely basis. To the extent permitted by applicable Law, Company shall use commercially reasonable efforts to minimize the amount required to be withheld and deducted under applicable tax Law or by a Governmental or Regulatory Authority with respect to Royalties paid pursuant to Section 6.1, 6.2 or 6.3 of this Agreement, including without limitation, payment of Royalties through a specific Inter-Company Sublicensee if deemed commercially reasonable by Company.

7.5 Records and Audits. For at least [*]after any payment, Company (and its Wholly-Owned Subsidiaries) shall maintain complete, current and accurate records documenting all amounts payable to TiVoII or TiVo hereunder. No more than once every [*], an independent certified public accountant, which shall be mutually agreed upon by the Parties, shall have the right, upon [*]notice, to conduct an audit of the relevant portions of Company’s (and its Wholly-Owned Subsidiaries’) books of account solely to verify compliance with this Agreement. For purposes of such audit, Company shall provide access, at the United States facility of a Wholly-Owned Subsidiary of Company, to copies of records documenting all amounts payable to TiVoII and TiVo hereunder. For the purposes of such an audit, Company shall ensure that copies of the records of its relevant Sublicensees, or the results of Company’s audits of such Sublicensees, covering the [*]prior to such audit by TiVoII or TiVo are available. Such auditor shall be subject to a confidentiality agreement with Company but the auditor shall be permitted to disclose the results of the audit to TiVoII and TiVo. If any such audit should disclose any underpayment of

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Royalties or other fees, Company shall promptly pay TiVoII or TiVo (as applicable) such underpaid amount, together with interest thereon at a rate of interest equivalent to ^[*]percent ([*]%) over the [*]published by Bloomberg on the date of the audit, or the maximum rate allowed under applicable Law, whichever is lower, until finally paid; provided, however, that such interest shall only accrue for the lesser of (a) the amount of time the payment is overdue or (b) [*]. If any such audit should disclose an overpayment of Royalties or other fees, TiVoII or TiVo (as applicable) shall promptly pay back to Company such overpaid amount. The audit will be conducted at TiVoII’s or TiVo’s expense, unless the audit reveals that Company has underpaid TiVoII or TiVo by more than [*]percent ([*]%), in which case Company will reimburse TiVoII or TiVo (as applicable) all reasonable costs and expenses incurred by TiVo in connection with such audit.

7.6 Cost Sharing Agreement. As promptly as practicable after the Effective Date and in no event later than [*]from the delivery by TiVo of a transfer pricing report (the “T/P Report”) prepared by a qualified expert to be selected by TiVo, TiVo and the Company shall execute a cost sharing agreement substantially in the form of Exhibit V (Form of Cost Sharing Agreement), which agreement, on the basis of the conclusions in the T/P Report, shall determine the amounts that TiVo shall pay to Company regarding the development of Company Improvements.

8. COLLABORATION.

8.1 Meetings. During the Collaboration Period, TiVo and Company shall meet in person or via teleconference at least once per [*]at a mutually agreeable location in the United States to discuss each Party’s technology, product and business plans. Specifically, the Parties will exchange information and discuss issues at these [*]meetings regarding the following:

(a) TiVo’s plans to distribute or license any portion or all of Licensed Technology, TiVo Improvements, TiVo’s Additional Manufacturing Materials or Company Improvements pursuant to Section 2.8(b)(vi), as appropriate for the Parties’ relationship as determined in TiVo’s discretion;

(b) detailed reports regarding Company’s (and its Wholly-Owned Subsidiaries’) progress in developing and commercializing GC DVR Products and GC DVR Services;

(c) the introduction of complementary product and service offerings;

(d) any proposals to amend the definition of Permitted Bundled Services or any other terms of this Agreement;

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(e) Company’s (and its Wholly-Owned Subsidiaries’) progress in developing and commercializing GC Non-DVR Products, GC Non-DVR Services or GC Non-EPG DVR Products;

(f) intellectual property issues or disputes relating to the Licensed Technology, TiVo Improvements or Company’s (or its Wholly-Owned Subsidiaries’) exploitation thereof;

(g) non-binding ^[*]forecast by Company (as described in Section 5.3);

(h) TiVo future product and service engineering roadmap, as appropriate for the Parties’ relationship as determined in TiVo’s discretion;

(i) TiVo upcoming technology and product or software releases, as appropriate for the Parties’ relationship as determined in TiVo’s discretion;

(j) non-binding, [*]forecast from TiVo for TiVo-Enabled DVR Products to be supplied by Company (or its Wholly-Owned Subsidiaries) to TiVo, TiVo Enabled-DVR Product Licensees and any TiVo Enabled-DVR Product Distributors;

(k) TiVo’s upcoming marketing plans that may impact Company production volume;

(l) TiVo new business opportunity discussion with Company to seek new cooperation; and

(m) TiVo and Company IP Rights updates, including identification of new patent applications filed by TiVo or its Wholly-Owned Subsidiaries on inventions embodied in the Client Technology, Server Technology, Operational Support Technology and TiVo Improvements thereof

In the event (i) the Exclusivity Period is terminated prior to the expiration of the Collaboration Period, or (ii) Company has received notice from TiVo II (or TiVo on its behalf) pursuant to Section 8.2, the Parties shall no longer be required to share information identified in (a), (b), (e), and (m) above.

8.2 Post Exclusivity Period Notice. Unless the Company loses the exclusivity of its licenses pursuant to Sections 2.9 or 14.2(a), prior to the expiration of the Exclusivity Period, TiVo shall (a) subject to Company providing TiVo a written notification reminding TiVo of the expiration date of the Exclusivity Period within [*]of the date ^[*]prior to the expiration of the Exclusivity Period, provide the Company [*]prior written notice of the launch by TiVo (or its Wholly-Owned Subsidiaries) or any TiVo Partner of the first product or service incorporating the

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Licensed Technology or TiVo Improvements in Greater China that otherwise would have been prohibited under Section 2.7(a) if the Exclusivity Period continued; (b) provide the Company written notice within [*] (or the maximum amount of notice allowed under Law if TiVo is not permitted under Law to give [*]notice) of TiVo executing the first agreement granting a license to the Licensed Technology or TiVo Improvements to a third party for use in a product or service to be marketed, sold or otherwise disposed of in Greater China that TiVo otherwise would have been prohibited from granting under Section 2.7(a) if the Exclusivity Period continued; and (c) provide Company with [*]prior written notice (or the maximum amount of notice allowed under Law if TiVo is not permitted under Law to give [*]notice) of the first public announcement or disclosure by TiVo or any TiVo Partner of a launch of (or relationship between TiVo and a TiVo Partner which will result in the launch of) any product or service in Greater China using or based on the Licensed Technology or TiVo Improvements that TiVo or any TiVo Partner otherwise would have been prohibited from launching under Section 2.7(a) if the Exclusivity Period continued. The Parties agree that TiVo is not obligated to disclose any details in the written notices required under this Section 8.2 beyond the fact that TiVo or a TiVo Partner intends to launch a product or service in Greater China and TiVo’s good faith belief of then-currently contemplated launch date of the product or service in the case of (a) above or the fact that TiVo has entered into a third party license agreement and the date of such agreement in the case of (b) above. Company’s sole and exclusive remedy for TiVo’s breach of Section 8.2(a) is for TiVo (or its Wholly-Owned Subsidiary) to delay the launch of the relevant product or service until [*]after TiVo provides written notice thereof to Company. For avoidance of doubt, TiVo’s breach of Section 8.2(b) and 8.2(c) are subject to the limitations of liability set forth in Section 15.1 and 15.2.

9. OWNERSHIP; GRANT-BACK; NON-ASSERTION; COMPANY ESCROW.

9.1 Licensed Technology, TiVo Improvements and TiVo Marks. As between the Parties, and except as expressly licensed to Company hereunder, TiVoII and TiVo shall own and retain all rights, title and interest in and to (a) the Licensed Technology, (b) TiVo Improvements, (c) TiVo Confidential Information, (d) TiVo’s Additional Manufacturing Materials, (e) all IP Rights relating thereto; and (e) the TiVo Marks.

9.2 Company Improvements. As between the Parties, except as expressly licensed to TiVo hereunder and subject to TiVoII’s and TiVo’s retained ownership of the underlying Licensed Technology, and TiVo Improvements, Company shall own and retain all rights, title and interest in and to (a) the Company Improvements, (b) Company’s Additional Manufacturing Materials, (c) Company Confidential Information and (d) all IP Rights relating thereto.

9.3 Grant Back License for Company Improvements.

(a) License Grant. Company, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants TiVo a non-exclusive, non-transferable [*], fully paid up, worldwide (subject to Section 9.3(b)), sublicensable, irrevocable, perpetual worldwide license to copy, use, modify, create derivative works of, make, have made, sell, distribute and otherwise commercially exploit the Company Improvements in any manner (subject to the limitation set forth in Section 9.3(b) below).

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(b) Limitation. Unless otherwise agreed to in writing by Company, TiVo may not exercise its rights under the grant-back licenses in Sections 9.3(a) and 9.6 in respect of any products or services that are offered for sale, sold, distributed, provided or otherwise disposed of for use in any territory in Greater China in which the Company retains its exclusivity under the licenses provided by TiVoII hereunder, unless such conduct falls within the exceptions set forth in Section 2.8.

9.4 Covenants Not to Sue.

(a) TiVo. During the Term, neither TiVoII nor TiVo shall assert any claim against Company that any technology owned solely by the Company, when made, used, sold or offered for sale by Company in a [*] infringes a TiVo Non-Assert Patent.

(b) Company. During the Term, Company shall not assert any claim against TiVo that any technology owned solely by TiVo, when made, used, sold or offered for sale by TiVo in a [*] in (i) the Non-Greater China Territory, (ii) any territory of Greater China in which the Company has lost its exclusivity under the licenses provided by TiVo hereunder, and (iii) any other territory in Greater China so long as such conduct falls within the exceptions set forth in Section 2.8, infringes a Company Non-Assert Patent.

9.5 Company Escrow.

(a) The Company shall deposit the Company Hardware Reference Designs for TiVo-Enabled DVR Products and all materials reasonably necessary for TiVo to utilize such Company Hardware Reference Designs under the license granted in Section 9.5(c) below (the “Escrow Materials”) into escrow with DSI Technology Escrow Services and update such deposit on a [*] basis.

(b) The Escrow Materials shall be released to TiVo upon the occurrence of any event which would entitle TiVo to terminate this Agreement pursuant to Section 14.2(a) (each, a “Release Condition”).

(c) Company, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants to TiVo a presently effective, non-exclusive, worldwide, [*], irrevocable, sublicenseable, assignable, perpetual license under Company’s IP Rights in and to the Escrow Materials, to access, use, copy, modify, create derivative works of and otherwise commercially exploit such Escrow Materials for any purposes, including but not limited to, making, having made, using, selling and offering for sale, importing and exporting any TiVo products or services. TiVo hereby covenants not to exercise its rights under such license unless and until a Release Condition has occurred.

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(d) The Parties shall execute an escrow agreement substantially in the form attached as Exhibit N (Escrow Agreement) within ^[*^]of the Effective Date. [*]shall pay all escrow fees for the escrow described in this Section 9.5.

9.6 No Blocking. Company acknowledges that TiVo, TiVoII and Company may be upgrading the technology provided to Company by TiVoII (or TiVo on its behalf) under this Agreement along similar development paths and, in order to protect TiVoII and TiVo from being blocked from further developing their own technology, Company, on behalf of itself and its Wholly-Owned Subsidiaries, hereby grants TiVo a non-exclusive, non-transferable [*], worldwide (subject to Section 9.3(b)), sublicensable, irrevocable, perpetual: (i) license under any issued patents owned or licensable by Company or its Wholly-Owned Subsidiaries claiming any Upgrades to the Licensed Technology, TiVo Improvements, or TiVo’s Additional Manufacturing Materials, for the life of such patents, to make, have made, use, sell, offer for sale, import or export and otherwise commercially exploit the inventions claimed therein; and (ii) license under Company’s or its Wholly-Owned Subsidiaries’ trade dress rights (or analogous rights in non-U.S. jurisdictions) arising from the use of any visual or audible characteristics generated by any software in the Licensed Technology or TiVo Improvements or any Upgrades of such characteristics.

10. PROSECUTION & ENFORCEMENT OF IP RIGHTS.

10.1 Patent Prosecution and Registration of IP Rights.

(a) General. TiVo shall have the sole and exclusive right, but not the obligation (except as expressly set forth below) to file for and prosecute applications for registration of IP Rights and any other rights in any jurisdiction (including but not limited to patents and patent applications, copyright and mask work right registrations, and trademark registrations) with respect to Licensed Technology, TiVo Marks, TiVo Improvements, and any other materials or technology provided by TiVo hereunder. Company shall have the sole and exclusive right, but not the obligation, to file for and prosecute applications for registration of IP Rights and any other rights in any jurisdiction with respect to Company Improvements, including but not limited to patents and patent applications, copyright and mask work right registrations, and trademark registrations.

(b) Patent Prosecution in Greater China. Company and TiVo will cooperate with each other to ensure that the Parties are obtaining proper patent coverage in Greater China.

(i) TiVo Filings. During the Exclusivity Period, TiVo shall file for and use commercially reasonable efforts to prosecute invention patent applications in the PRC in respect of all material patent rights (defined as inventions for which TiVo pursues filing utility patent applications in both the US and at least one other non-US jurisdiction (it being understood that the filing of a PCT application corresponding to a US application shall not be deemed a filing of a patent application in a ”non-US jurisdiction” until TiVo enters the national stage of prosecution in a non-US jurisdiction under such PCT application)) embodied in the Client Technology, Server Technology, Operational Support Technology and TiVo Improvements.

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(ii) Company Option. During the Exclusivity Period, with respect to any inventions embodied in the Client Technology, Server Technology, Operation Support Technology or TiVo Improvements for which TiVo files a utility patent application in the US, the Company shall have the right to request that TiVo file patent applications regarding such inventions in any GC Region. TiVo shall perform such filings provided the expenses (including, but not limited to, legal fees, filing fees and translation costs but excluding fees and expenses (such as drafting costs) attributable to the corresponding U.S. utility patent application) for such requested filings shall be shared equally between TiVo and the Company up to a total aggregate expense cap of ^[*^]for TiVo at which point all remaining expenses with respect to filings made at Company’s request pursuant to this Section 10.1(b)(ii) above such cap shall be borne entirely by the Company. TiVo shall have the right to invoice Company as often as on a [*]basis for Company’s share of such expenses and Company shall pay the amounts invoiced within [*]of such invoice. TiVo’s may suspend its obligation to file or prosecute patent applications in Greater China hereunder upon [*]written notice to Company if Company breaches its obligation to pay its share of expenses under this Section 10.1(b)(ii) and fails to cure such breach within the thirty-day notice period.

(c) Company Assistance in Greater China. Company agrees to assist TiVo, at TiVo’s reasonable expense (except as otherwise provided in Section 10.1(b)(ii) above) and request, in prosecuting or registering TiVo’s IP Rights and rights in and to the TiVo Marks in the GC Regions.

10.2 Enforcement of TiVo IP Rights.

(a) General. Except as otherwise provided below, TiVo shall have the sole right, but not the obligation, to enforce IP rights and any other rights in and to the Licensed Technology, TiVo Marks and the TiVo Improvements and any other materials or technology provided by TiVo hereunder, against third parties in any jurisdiction in the world, including Greater China. If Company’s (or its Wholly-Owned Subsidiaries’) management becomes aware of actual or threatened infringement or misappropriation of TiVo’s IP Rights in or to the Licensed Technology, TiVo Improvements or TiVo Marks, Company shall promptly provide written notice thereof to TiVo. If TiVo’s in-house legal department becomes aware of actual or threatened infringement or misappropriation of TiVo’s IP Rights in or to the Licensed Technology, TiVo Improvements or TiVo Marks in Greater China during the Exclusivity Period, TiVo shall promptly provide written notice thereof to Company.

(b) Company Requests to Enforce Infringement Claims. Company may provide TiVo with written notification claiming actual, potential or threatened infringement by a third party of a patent issued to TiVo in any GC Region claiming inventions embodied in the Licensed Technology or TiVo Improvements within the scope and duration of Company’s exclusive licenses hereunder (an “Infringement Claim”) and that Company requests that TiVo

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pursue the Infringement Claim against such alleged infringer. Within [*]of such written notification and request, TiVo shall endeavor to notify Company that it has (i) decided to pursue the Infringement Claim against such third party (subject to Company’s acceptance of any conditions TiVo may require), (ii) decided not to pursue the Infringement Claim against such third party, but consents to Company pursuing such Infringement Claim, subject to the requirements specified below or (iii) decided neither TiVo nor Company should pursue the Infringement Claim against such third party based on TiVo’s good faith belief that pursuing the Infringement Claim against the alleged infringer could adversely affect TiVo’s business. If TiVo fails to respond within [*]to Company’s request for TiVo to pursue an Infringement Claim or Company disagrees with TiVo’s decision not to pursue an Infringement Claim and refusal to allow Company to pursue such Infringement Claim, Company shall have the right to invoke the internal escalation process described in Section 16.2(a) (but not any other aspects of the dispute resolution process set forth in Section 16.2, including but not limited to requiring arbitration) below. If TiVo responds as provided in Section 10.2(a)(iii) above or does not respond to Company’s request, TiVo shall use commercially reasonable efforts to assist Company in resolving the dispute regarding the Infringement Claim between Company and the alleged third party infringer.

(c) TiVo’s Pursuit of Infringement Claim. If TiVo elects to pursue an Infringement Claim, TiVo shall bear the costs associated with such pursuit and any recovery from any settlement or judgment from any such action shall go first to reimburse the expenses of TiVo (and/or Company, if any) and the remainder shall be divided so that TiVo retains [*]percent ([*]%) of the remaining recovery and Company receives [*]percent ([*]%) of the remaining recovery (unless TiVo conditioned its election on the Company bearing some or all of the costs of such pursuit and/or changing the percentage allocation of the recovery between the Parties from such pursuit and Company agreed to such arrangement).

(d) Company’s Pursuit of Infringement Claim. Company’s right to pursue an Infringement Claim pursuant to Section 10.2(b)(ii) shall be subject to the following requirements: (i) Company shall secure TiVo’s express written consent to bring an enforcement proceeding against the alleged infringer; (ii) at all times while Company is pursuing the Infringement Claim, Company must remain an exclusive licensee under the terms of this Agreement in the jurisdictions in which Company is pursuing the Infringement Claim; (iii) Company shall bear the costs associated with such proceeding and shall be liable and responsible for payment of all costs incurred by TiVo, including attorneys fees, as a result of any counterclaims filed against TiVo challenging the validity or enforceability of any TiVo patents that are asserted in connection with the Infringement Claim; and (iv) recovery from any settlement or judgment from any such action undertaken and funded by Company shall go first to reimburse the expenses of Company (and/or TiVo, if any), and the remainder shall be divided ^[*^]between Company and TiVo. Notwithstanding the foregoing, if the monetary recovery is less than the out-of-pocket expenses of Company, Company shall bear the burden of any

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un-reimbursed costs entirely. In the event Company ceases to satisfy the requirement in Section 10.2(d)(ii) above after Company has initiated its pursuit of the Infringement Claim, Company shall, upon TiVo’s request, immediately transfer and cede all control of such pursuit to TiVo.

11. CONFIDENTIALITY.

11.1 Protection of Confidential Information. The Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of exercising its rights or carrying out its obligations under this Agreement. The Receiving Party will not disclose the Confidential Information of the Disclosing Party, except as authorized in this Agreement or in writing by the Disclosing Party. The Receiving Party may also disclose any Confidential Information that must be disclosed pursuant to applicable Law or other legal process (including, without limitation, the disclosure rules of any securities regulatory authority) provided, that the Receiving Party gives the Disclosing Party prompt written notice and reasonable assistance sufficient to allow the Disclosing Party to seek a protective order, confidential treatment or other appropriate remedy. The Receiving Party will use the same degree of care to prevent such misuse or disclosure that the Receiving Party uses with respect to its own proprietary information, but in no event with less than with reasonable care. Disclosure of Confidential Information does not constitute a license with respect to such Confidential Information.

11.2 Disclosure Restrictions. The Receiving Party may disclose (i) Confidential Information only to its employees, consultants, contractors, agents and authorized sublicensees when such disclosure is reasonably necessary for the Receiving Party to exercise its rights in compliance with, and only for purposes contemplated by, this Agreement, provided such employees, consultants, contractors, agents and authorized sublicensees are advised of the confidential nature thereof and bound by nondisclosure obligations and restrictions no less restrictive than those set forth in this Article 11; and (ii) Confidential Information (other than software) to service providers, vendors and other third parties pursuant to a nondisclosure agreement when such disclosure is reasonably necessary for the Receiving Party to exercise its rights in compliance with, and only for purposes contemplated by, this Agreement upon ^[*]prior written notice (including notice by e-mail to TiVo’s General Counsel and Associate General(s) Counsel) to TiVo unless TiVo objects in writing (including by response e-mail to the persons identified in the original e-mail from Company) to such disclosure prior to expiration of such [*]notice period and TiVo provides a reasonable basis for such objection. Notwithstanding anything herein to the contrary, Confidential Information in the form of Highly Sensitive IP may only be disclosed to Authorized Personnel in accordance with the terms of Section 11.3 below. During the Term and for a period of [*]thereafter, TiVoII, TiVo or its authorized representatives shall have access to Company’s (and its Wholly-Owned Subsidiaries’) premises (not more often than [*]) to determine whether Company and its Wholly-Owned Subsidiaries are materially in compliance with the requirements of this Article 11 (including but not limited to the requirements in Exhibit F (Handling of Highly Sensitive IP)) with respect to the Highly Sensitive IP.

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11.3 IP Protection Measures. In addition to the obligations set forth in Sections 11.1 and 11.2 above, the Parties and their respective Wholly-Owned Subsidiaries shall comply with the following requirements relating to the protection of the other Party’s IP Rights and technology:

(a) Company. Company and its Wholly-Owned Subsidiaries shall take all reasonable actions, in accordance with United States industry standard practices, to protect the confidential and proprietary nature of the Licensed Technology and TiVo Improvements. Without limiting the foregoing, Company and its Wholly-Owned Subsidiaries shall at least:

(i) undertake the measures set forth in Exhibit E (IP Protection) to protect the Licensed Technology and TiVo Improvements; and

(ii) comply with the additional terms and conditions relating to the use and protection of Highly Sensitive IP and TiVo Source Code set forth in Exhibit F (Handling Highly Sensitive IP).

(b) TiVo. TiVo and its Wholly-Owned Subsidiaries shall take all reasonable actions, in accordance with United States industry standard practices and its own standard internal practices with respect to its own intellectual property and technology of a comparable nature, to protect the confidential and proprietary nature of the Company Improvements.

12. REPRESENTATIONS AND WARRANTIES.

12.1 TiVo Representations and Warranties. TiVo hereby represents and warrants that:

(a) it and TiVo II are entities duly organized, validly existing and in good standing under the Laws of the respective jurisdictions of their formation;

(b) this Agreement has been duly authorized by all necessary corporate action of TiVo and TiVoII;

(c) it and TiVoII have all requisite power and authority to enter into and perform all of their obligations under this Agreement;

(d) it and TiVoII are not party to any agreements that would conflict with their obligations hereunder; and

(e) it, TiVoII and TiVo’s other Wholly-Owned Subsidiaries will use the Company Improvements in compliance with all applicable Laws, including without limitation, U.S. and Greater China export laws and regulations.

12.2 Company Representations and Warranties. Company hereby represents and warrants that:

(a) it is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation;

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(b) this Agreement has been duly authorized by all necessary corporate action of Company;

(c) it has all requisite power and authority to enter into and perform all of its obligations under this Agreement;

(d) it is not party to any agreements that would conflict with its obligations hereunder; and

(e) it and its Wholly-Owned Subsidiaries will use the Licensed Technology and TiVo Improvements in compliance with all applicable Laws, including without limitation, U.S. and Greater China export laws and regulations.

12.3 Warranty Disclaimers.

(a) TiVo. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 12, THE LICENSED TECHNOLOGY, TIVO IMPROVEMENTS, TRAINING, ENGINEERING SERVICES AND ANY OTHER DELIVERABLES, MATERIALS, TECHNOLOGY, PRODUCTS AND SERVICES PROVIDED BY TIVOII AND TIVO UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND AND TIVO EXPRESSLY DISCLAIMS OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, WHETHER ARISING FROM COURSE OF DEALING OR USAGE OF TRADE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

(b) Company. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 12, THE COMPANY IMPROVEMENTS AND ANY OTHER DELIVERABLES, MATERIALS, TECHNOLOGY, PRODUCTS AND SERVICES PROVIDED BY COMPANY UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND AND COMPANY HEREBY EXPRESSLY DISCLAIMS OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, WHETHER ARISING FROM COURSE OF DEALING OR USAGE OF TRADE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

(c) Relationship with Other Agreements. For avoidance of doubt, the disclaimers above shall not apply to the Parties’ respective rights and obligations under the Formation Agreements or any other agreements between the Parties, and any warranties or warranty disclaimers relating thereto shall be solely as provided under the applicable agreements.

13. INDEMNIFICATION.

13.1 Mutual Indemnity. Each Party, at its own expense, shall defend, indemnify and hold harmless, the other Party (including, without limitation, its directors, officers and employees) and the other Party’s Majority-Owned Affiliates (including, without limitation, their directors, officers and employees) from and against any Claims based on (i) breach of any representation or warranty made by the indemnifying Party under Article 12 above; (ii) any false

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or misleading statements or representations made by the indemnifying Party in connection with products or services it offers; or (iii) any unauthorized warranties, representations or commitments made by the indemnifying purportedly on behalf of the other Party.

13.2 Company Indemnity. Company, at its own expense, shall defend, indemnify and hold harmless, TiVoII and TiVo (including, without limitation, their directors, officers and employees) and TiVo’s Majority-Owned Affiliates (including, without limitation, their directors, officers and employees) from and against any Claims (a) based on allegations that any Upgrades to the Licensed Technology or TiVo Improvements made by or for Company or its Wholly-Owned Subsidiaries in respect of products or services marketed, sold or otherwise provided (i) by or for Company in the Non-Greater China Territory in violation of the scope of the licenses granted to Company hereunder, or (ii) in Greater China pursuant to the rights granted by TiVo hereunder, infringe or misappropriate IP Rights of any third party in any jurisdiction; (b) based on allegations that any Company Improvement infringes or misappropriates any copyright, mask work registration, moral right or trade secret of any third party in any jurisdiction; or (c) based on bodily injury including death, or damage to real property or tangible personal property resulting from or in connection with the use (in accordance with Company’s user documentation), manufacture, sale or distribution of any Company product or service offered or provided by Company (excluding TiVo-Enabled DVR Products).

13.3 Procedure. A Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Claim in respect of which the Indemnified Party intends to claim indemnification under this Article 13, and the Indemnifying Party shall have sole control of the defense and/or settlement thereof; provided, however, that (i) the Indemnified Party shall have the right to consent to any settlement, which shall not be unreasonably withheld or delayed and (ii) defense activities to be taken by the Indemnifying Party shall not impair the Indemnified Party’s reputation or admit or increase any criminal liability of the Indemnified Party, its Majority-Owned Affiliates, their directors, officers and employees without consent from the Indemnified Party. The failure to deliver written notice to the Indemnifying Party within a reasonable time after the commencement of any such Claim shall not relieve such Indemnifying Party of any liability to the Indemnified Party hereunder unless the failure is materially prejudicial to the Indemnifying Party’s ability to defend such Claim. The Indemnifying Party will select legal counsel with experience in similar actions and which is reasonably acceptable to the Indemnified Party. The Indemnified Party shall reasonably cooperate with the Indemnifying Party and its legal representatives, at the Indemnifying Party’s expense, in the investigation of any Claim covered by this indemnification.

14. TERM AND TERMINATION.

14.1 Term. The term of this Agreement shall begin on the date of Closing and continue in perpetuity unless earlier terminated in accordance with Section 14.2 of this Agreement (the “Term”).

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14.2 Termination.

(a) Termination by TiVo. TiVo may terminate this Agreement and TiVoII (or TiVo on its behalf) may terminate the licenses granted by TiVoII hereunder, in whole or in part (e.g., termination of exclusivity) at their election:

(i) immediately, if the Company ceases to do business, or otherwise terminates its business operations;

(ii) upon ^[*^]written notice, if the Company or its Wholly-Owned Subsidiary materially breaches any provision of this Agreement and fails to take good faith action to begin to remedy such breach within the [*]notice period;

(iii) immediately, if Company or its Wholly-Owned Subsidiary fails fully to cure a material breach identified in a notice provided by TiVo pursuant to Section 14.2(a)(ii) above within [*]of such notice;

(iv) immediately, if the Company seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the Company; or

(v) immediately, if the Company or its Wholly-Owned Subsidiary fails to fulfill any portion of a purchase order (as amended by mutual agreement of the Parties) from TiVo for TiVo-Enabled DVR Products (which is accepted by Company or its Wholly-Owned Subsidiary) within [*] (as extended as necessary due to a Force Majeure Event, if any) of the applicable delivery date committed by Company or its Wholly-Owned Subsidiary in such purchase order.

(b) Termination by Company. Company may terminate this Agreement by providing [*]written notice to TiVoII and TiVo.

(c) Suspension. Notwithstanding the foregoing termination rights, in the event the payments provided for under this Agreement are not made within the due time periods therein specified, TiVo (on its own behalf and on behalf of TiVoII) may at its option suspend the performance of its obligations hereunder. If TiVo elects to suspend such performance, the licenses and rights granted by TiVoII in Article 2 and the payment obligations provided for in Article 6, shall remain in effect unless otherwise terminated by TiVoII (or TiVo on its behalf) as authorized under this Agreement. Any such suspension shall not be deemed a waiver of TiVo’s or TiVoII’s rights, including the right subsequently to terminate this Agreement in accordance with Section 14.2 above.

(d) Effect of Termination.

(i) General. Upon termination of this Agreement for any reason, the rights and licenses granted to Company (and that Company has sublicensed to any Sublicensees, including Company’s Wholly-Owned Subsidiaries and their Sublicensees) under this Agreement

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shall immediately terminate. Notwithstanding the foregoing, any End User Sublicense Agreement shall not be affected by termination of this Agreement and shall continue in full force and effect under its terms. Within [*]of termination or expiration of this Agreement, Company shall, and shall require its Wholly-Owned Subsidiaries, individual contractors and Sublicensees to, return to TiVoII (or TiVo, on behalf of TiVoII) all Licensed Technology, TiVo Improvements and TiVo Confidential Information in whatever form and all copies thereof.

(ii) Survival. Upon termination of this Agreement for any reason, all rights and obligations of the Parties shall terminate except any accrued payment obligations and the following provisions shall survive: 1, 2.13, 2.14, 4.3, 7.1-7.5, 9.1-9.3, 9.5, 9.6, 10.1(a), 10.2(c) and 10.2(d) (but only with respect to any pending litigation regarding an Infringement Claim), 11, 12, 13, 14.2(d), 14.3, 15, and 16 (as applicable).

14.3 No Liability for Termination. Each Party understands that the rights of termination hereunder are absolute and, except as provided otherwise in this Agreement, are cumulative with any other legal and equitable remedies that may be available to the terminating Party. Neither Party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to the terminating Party’s proper exercise of its termination rights in accordance with Section 14.2 of this Agreement. In particular, without in any way limiting the foregoing, neither Party shall be entitled to any damages on account of prospective profits or anticipated sales related to such exercise of termination rights.

15. LIMITATION OF LIABILITY.

15.1 CERTAIN TYPES OF DAMAGES. EXCEPT FOR A BREACH BY A PARTY OF THE LICENSE RESTRICTIONS (INCLUDING SCOPE RESTRICTIONS) REGARDING THE LICENSES GRANTED HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY BREACH BY TIVO OR TIVOII OF SECTION 2.7(a)), BREACHES OF ARTICLE 11, AND EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNITY OBLIGATIONS UNDER ARTICLE 13 AND SECTION 2.11(j), IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, OTHER COMMERCIAL LOSS, OR COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY EXCLUSIVE REMEDY STATED IN THIS AGREEMENT IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

15.2 LIABILITY CAP. EXCEPT FOR A BREACH BY A PARTY OF THE LICENSE RESTRICTIONS (INCLUDING SCOPE RESTRICTIONS) REGARDING THE LICENSES GRANTED HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY BREACH BY TIVO OR TIVOII OF SECTION 2.7(a)), BREACHES OF ARTICLE 11 AND SECTION 2.11(j), AND EACH PARTY’S INDEMNITY OBLIGATIONS UNDER ARTICLE 13, IN NO EVENT WILL EITHER PARTY’S (TIVO AND TIVOII ARE TREATED AS A

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SINGLE PARTY FOR THE PURPOSES OF THE LIABILITY CAP IN THIS SECTION 15.2 AND COMPANY AND ITS WHOLLY-OWNED SUBSIDIARIES ARE TREATED AS A SINGLE PARTY FOR THE PURPOSES OF THE LIABILITY CAP IN THIS SECTION 15.2) CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED AN AGGREGATE AMOUNT EQUAL TO THE GREATER OF: (I) THE TOTAL OF ALL FEES PAID OR OWED BY COMPANY OR ITS WHOLLY-OWNED SUBSIDIARIES TO TIVO UNDER THIS AGREEMENT DURING THE [*]; OR (II) [*]

16. GENERAL PROVISIONS.

16.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

16.2 Dispute Resolution. Any dispute among the Parties and arising out of or relating to this Agreement will be resolved in accordance with the procedures specified in this Section 16.2. The Parties intend that these provisions will be valid, binding, enforceable, exclusive and irrevocable and will survive any termination of this Agreement.

(a) Notification and Negotiation. Upon any dispute arising out of or relating to this Agreement (including but not limited to its application, interpretation, or any alleged breach hereunder), the Party raising the dispute will give written notice to the other Parties to the dispute describing the nature of the dispute following which the Parties to such dispute shall attempt for a period of [*]to resolve such dispute by negotiation between executives who have authority to settle such dispute. All such negotiations shall be confidential and treated as compromise and settlement negotiations for purposes of any applicable rules of evidence. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a Party shall have the right to seek immediate injunctive relief pursuant to clause (c) without regard to any such [*]negotiation period.

(b) Choice of Arbitral Forum and Rules. If the Parties are unable to resolve their dispute pursuant to paragraph (a), such dispute shall be submitted to final and binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). Any such arbitration shall be conducted in San Jose, California before a single arbitrator of American citizenship and with substantial experience in resolving intellectual property and joint venture disputes under United States Laws, and who shall be appointed in accordance with the ICC Rules. At the written request of the Claimant in its Request for Arbitration, the arbitration shall be conducted on a “fast track” basis with the following

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expedited deadlines: the Respondent(s) shall have ^[*]from receipt of the Request from the Secretariat of the ICC to file an Answer and any Counterclaim(s); the Claimant(s) shall have [*]from the receipt of any Counterclaim to file a Reply; any Party’s challenge to an arbitrator must be submitted to the ICC within [*]of that Party’s receipt of the notification of the appointment of the arbitrator, or within [*]from the date the challenging Party was informed of the facts on which such challenge is based if such date is subsequent to the receipt of such notification; the Arbitrator shall transmit the Terms of Reference to the ICC’s International Court of Arbitration (the “Court”) within [*]of the Arbitrator’s receipt of the file from the Secretariat; and, in recognition of the urgency of the matter and likelihood of irreparable harm, the Arbitrator shall submit the draft Award to the Court as expeditiously as possible and subject to the time limits set forth in Article 24 of the ICC Rules.

(c) Temporary or Injunctive Relief. Notwithstanding the Parties’ agreement to submit all disputes to final and binding arbitration before the ICC, the Parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court of competent jurisdiction, provided, however, that any such action brought in the United States shall be filed exclusively in the United States District Court for the Southern District of New York, and the Parties hereby irrevocably consent to the personal jurisdiction of such court and waive any objections to the jurisdiction of, or venue in, that forum. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief (with such relief effective until the arbitrator has rendered a final award) in order to protect any Party’s rights under this Agreement or its intellectual property rights.

(d) Confirming the Award and Enforcing Judgment. The United States District Court for the Southern District of New York shall have exclusive jurisdiction within the United States to confirm any award issued by the arbitrator. Any arbitration award may also be confirmed and enforced in any court of competent jurisdiction outside of the United States.

(e) Confidential Proceedings. Except as may be necessary to enter judgment upon the award or to the extent required by applicable Law, all claims, defenses and proceedings (including, without limiting the generality of the foregoing, the existence of the dispute and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the Parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any Person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable Law. Any dispute relating to the arbitration hereunder (including, without limiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award) shall be filed under seal with the court, to the extent permitted by applicable Law.

(f) Waiver of Jury Trial. THE PARTIES HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF

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THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

16.3 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that Party.

16.4 Headings. The headings of the Articles and Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

16.5 Amendment. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by authorized officers of the Parties.

16.6 Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

16.7 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable Laws. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

16.8 Entire Agreement. This Agreement (including its Exhibits) constitutes the entire agreement between the Company, TiVo and TiVoII relative to the subject matter of this Agreement. This Agreement replaces and supersedes all prior written or oral agreements, statements, correspondence, negotiations and understandings by and among the Parties with respect to the matters covered by it.

16.9 No Presumption. The Parties acknowledge that each Party has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

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16.10 Further Assurance. Each Party agrees to cooperate fully with the other Parties, to take such actions, to execute such further instruments, documents and agreements, and to give such further written assurances, as may be reasonably requested by any other Party to evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.

16.11 Rights Cumulative. Except as expressly set forth herein, each and all of the various rights, powers and remedies of a Party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at Law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

16.12 No Agency. Nothing in this Agreement shall be construed as establishing an agency relationship between the Parties. Neither Party shall have, or shall represent that it has, any power, right or authority to bind the other Party to any obligation or liability.

16.13 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax or similar means to the address(es) for notice set forth below (or at such other address as such Party may designate by ^[*]advance written notice to the other Party to this Agreement given in accordance with this Section 16.13). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax, service of the notice shall be deemed to be effected by properly addressing, and sending such notice, with a confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

To:	TiVo Inc.	To:	TGC
	Chief Executive Officer		Ta-Wei Chien
	2160 Gold Street		Chairman and Chief Executive Officer
	Alviso, California 95002 U.S.A.		10969 Maria Rosa Way
	Fax: (408) 519-5330		Cupertino, California 95014 U.S.A.
			Fax: (408) 446-3241

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With a copy to:		With a copy to:
	TiVo Inc.		Shearman & Sterling LLP
	2160 Gold Street		1080 Marsh Road
	Alviso, California 95002 U.S.A.		Menlo Park, California 94025 U.S.A.
	Attn: General Counsel		Attention: Carmen Chang, Esq.
	Fax: (408) 519-5330		Fax: (650) 838-3699
To:	TiVo Intl II, Inc.
	Attn: Secretary
	2160 Alviso, California 95002 U.S.A.
	Fax: (408) 519-5330
With a copy to:
	O’Melveny & Myers LLP
	2765 Sand Hill Road
	Menlo Park, California 94025 U.S.A.
	Attention: Howard H. Chao, Esq.
	Fax: (650) 473-2601

16.14 Export Controls. Company (and its Wholly-Owned Subsidiaries) shall use the Licensed Technology and TiVo Improvements in compliance with all applicable Laws, including without limitation, U.S. and Greater China export laws and regulations. Company (and its Wholly-Owned Subsidiaries) shall (and shall require all Sublicensees to), at its own expense, timely obtain all necessary registration of contract and product, and government and regulatory approvals, and fulfill all other requirements and carry out all procedures related to this Agreement (and the applicable Sublicense Agreement) that are required under any Law now or hereafter existing in Greater China and applicable jurisdictions in the Non-Greater China Territory, to enable the Parties (and the Sublicensees) to exercise, enforce and enjoy all of the rights and obligations contained herein. TiVo shall use the Company Improvements in compliance with all applicable Laws, including without limitation, U.S. and Greater China export laws and regulations.

16.15 Assignment. Neither this Agreement nor any rights or licenses granted hereunder may be assigned, extended, or otherwise transferred by Company, in part or in whole, nor shall they inure to the benefit of any trustee in bankruptcy, receiver or other successor of Company, whether by operation of Law or otherwise, without the prior written consent of TiVo (on its own behalf and on behalf of TiVoII). Any assignment or transfer without such consent shall be null and void and shall constitute a breach of this Agreement. Notwithstanding the foregoing, TiVo and TiVoII shall each have the right to assign this Agreement and all of its respective rights and obligations hereunder to a TiVo Majority-Owned Affiliate or an entity that acquires substantially all of the then-current assets of TiVo’s DVR business and TiVoII may assign its rights to receive Royalties hereunder to TiVo or a TiVo Majority-Owned Affiliate.

16.16 Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other causes that are beyond the reasonable control of such Party (each a “Force Majeure Event”).

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16.17 Statement of Intent With Respect to Bankruptcy. The Parties intend that all rights and licenses granted under this Agreement with respect to Licensed Technology, TiVo Improvements and Company Improvements are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, 111 U.S.C. § 101, et seq. (“Bankruptcy Code”), licenses of rights to “intellectual property” and an executory contract as defined in the Bankruptcy Code. Each Party, as a licensee of intellectual property, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by their respective duly authorized officers.

TIVO INC.		TGC, INC.
By:	/s/ Michael Ramsay	By:	/s/ Ta-Wei Chien
	Michael Ramsay		Ta-Wei Chien
Title:	Chairman and CEO	Title:	CEO
Date:		Date:
TIVO INTL II, INC.
By:	/s/ Michael Ramsay
Title:	President and CEO
Date:

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EXHIBIT E — IP Protection Measures

The Company shall implement an internal IP protection policy for protection of TiVo Confidential Information that is as protective as the minimum terms set forth in this Exhibit E (the “IP Protection Policy”). The IP Protection Policy shall be an integral part of the Company’s policies and every employee, consultant and contractor with access to TiVo Confidential Information shall be instructed about the policy. The minimum terms of such IP Protection Policy shall include the following:

• Protect the confidentiality of all Confidential Information of TiVo (the “Proprietary Information”). This involves requiring each employee, contractor and consultant to sign a written nondisclosure agreement with the Company that complies with the terms set forth in Section 11 of this Agreement, upon his/her employment or engagement with the company, as applicable. As deemed appropriate by the Company, personnel shall also attend seminars designed to instruct them about their duties of confidentiality to protect all Proprietary Information and the requirement under this IP Protection Policy. Without limiting the generality of the foregoing, each personnel shall be instructed that no Proprietary Information shall ever be disclosed or otherwise made available to a third party without first executing a written non-disclosure agreement between Company and the receiving party that is pre-approved by Company.

• All employees, contractors and consultants involved in development shall be required to assign all intellectual property rights with respect to inventions they develop while employed by the Company (and using Proprietary Information) to the Company consistent with and subject to local laws and regulations.

• No employee, contractor or consultant shall use any unauthorized third party intellectual property rights in the development of any products, services or inventions for the Company.

• Company shall regularly police its business operations to ensure compliance with the IP Protection Policy and shall ensure that any violations of the policy are handled in a manner reasonably designed to cure the violation and prevent such violations from occurring again in the future.

• The Company shall establish a process for development and design of products that is specifically designed to protect TiVo’s Highly Sensitive IP which shall be at least as protective as the terms set forth in Exhibit F. With respect to access to the Licensed Technology, TiVo’s Additional Manufacturing Materials and TiVo Improvements, the Company’s employees shall be grouped with different access roles. The infrastructure shall be set up so as to facilitate the Company’s ability to comply with Exhibit F. Company shall implement an access policy appropriate for the region in which it is operating and no less secure than a reasonably prudent business would implement in similar circumstances with respect to materials of comparable sensitivity. Without limiting or expanding the foregoing, Company agrees that its IP Protection Policy shall provide that sales staff shall not have access to TiVo’s Source Code but be permitted to access corporate file servers; engineering staff shall be permitted to access corporate file servers and TiVo’s Source Code, and operation staff shall not have access to TiVo’s Source Code but be permitted to access corporate file servers and production systems. Notwithstanding anything contained herein to the contrary, all use and disclosure of TiVo’s Confidential Information, including but not

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limited to Highly Sensitive IP, hereunder shall be in strict accordance with Section 11 of this Agreement. To the extent possible, Source Code control tools shall be used to track access to TiVo’s Source Code and to the Company’s intranet. Industry standard encryption with public keys shall be used when transferring (to the extent such transfer is allowed under this Agreement) TiVo’s Source Code, header files, libraries and documents between the Company’s U.S. and China offices.

• Firewall and virus protection shall be used to prevent code contamination and unauthorized external access. Only authorized computers shall be allowed to access TiVo’s Source Code and the corresponding design database. Physical security shall be used to limit access to the Company’s buildings and computers to only authorized individuals. The Company shall enforce physical security measures such as storing paper copies of Highly Sensitive IP in locked cabinets; providing pass card (or equivalent physical security) access to building and high security rooms; requiring employee and visitor ID badges; and marking confidential documents with a “confidential and proprietary” legend.

Exhibit E ii

Exhibit G — Minimum Terms and Conditions for Sublicense Agreements

The following are minimum terms and conditions to be included in Sublicense Agreements (other than Inter-Company Sublicense Agreements) authorized under the Agreement. The following terms and conditions may be modified by Company (or its Wholly-Owned Subsidiaries) with respect to form (including, without limitation use of terms that are defined in this Agreement) so long as such modifications do not substantively alter the legal effect of such provisions to the detriment of TiVo without the prior, written consent of TiVo.

I. Minimum Terms for all Sublicense Agreements (Excluding End User Sublicense Agreements and Inter-Company Sublicense Agreements)

A. License Grants and Restrictions. The Sublicense Agreement must contain license grants consistent with those Company is authorized to grant pursuant to Section 2.11, Section 2.7(b) and other applicable terms and conditions set forth in this Agreement. The Sublicense Agreement must contain restrictions no less restrictive than those contained in the Agreement (including but not limited to the restrictions in Section 2.12(a)). The license shall only be for such portions of Licensed Technology and TiVo Improvements that are reasonably necessary or useful for the Sublicensee to carry out its obligations under its Sublicense Agreement or exercise rights granted by Company to Sublicensee as authorized under this Agreement.

B. No Proprietary Rights. The Sublicense Agreement must state that, as between Company and the Sublicensee, all right, title and interest in and to the Licensed Technology, TiVo Improvements, TiVo Confidential Information, TiVo Marks and all IP Rights relating thereto remain with Company and/or its licensors. Sublicensee must acknowledge and agree that, other than the license rights specifically granted in the Sublicense Agreement, Sublicensee has no rights in or to the Licensed Technology TiVo Improvements or TiVo Confidential Information.

C. Audit Rights. With respect to Sublicensees that have payment obligations to Company (or its Wholly-Owned Subsidiaries), and such payments affect the amount of Royalties paid by Company (or its Wholly-Owned Subsidiaries) to TiVo under Article 6, the Sublicense

Exhibit G i

Agreement will provide that (i) for at least ^[*] after any payment, Sublicensees will maintain complete, current and accurate records documenting all amounts to be paid to Company hereunder, if any and (ii) Company (or its Wholly-Owned Subsidiaries) will have audit rights.

D. Confidentiality. Sublicensee shall be bound by confidentiality provisions at least as protective of TiVo Confidential Information and Highly Sensitive IP (as applicable) as those contained in Section 11 (Confidentiality) of this Agreement.

E. Warranty. The Sublicense Agreement must contain a provision substantially similar to the following:

ALL LICENSED TECHNOLOGY AND TIVO IMPROVEMENTS THEREOF WHICH ARE PROVIDED BY COMPANY TO SUBLICENSEE ARE PROVIDED ON AN “AS IS” BASIS AND TIVO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, WHETHER ARISING FROM COURSE OF DEALING OR USAGE OF TRADE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

G. Termination. Each Sublicense Agreement shall provide that it is terminable by Company or TiVo immediately upon written notice, if the Sublicensee is in material breach of (i) the scope of the license and the restrictions which relate to the Sublicensee’s use and license of the Licensed Technology, TiVo Improvements, or TiVo Marks, or (ii) the obligations in paragraph D above with respect to TiVo’s Confidential Information or Highly Sensitive IP (as applicable). Any Developer Sublicense Agreement shall provide that the sublicense [*] upon no more than [*] notice, or [*] the effective date [*] of such Developer Sublicense Agreement. Any other Sublicense Agreement authorized hereunder (except an End User Sublicense Agreement or Inter-Company Sublicense Agreement) shall provide that the sublicense [*] upon no more than [*]notice, or [*] the effective date of such Sublicense Agreement [*]. Furthermore, all Sublicense Agreements shall provide for automatic termination upon the termination of this Agreement between TiVo and Company for any reason.

H. Limitation of Liability. The Sublicense Agreement must, to the extent permitted by applicable law, contain a provision substantially similar to the following:

In no event will TiVo be liable under the Sublicense Agreement under any contract, negligence, strict liability, tort or other legal or equitable theory for any direct, incidental, special or consequential damages of any nature whatsoever, (including without limitation, loss of profits, other commercial loss, or cost of procurement of substitute technology or services), arising out of or in connection with the Sublicense Agreement, even if TiVo has been advised of the possibility of such damages and even if any exclusive remedy stated in this agreement is deemed to fail of its essential purpose.

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit G ii

I. No Assignment. The Sublicense Agreement shall state that the Sublicensee may not delegate, assign (by operation of law or otherwise) or transfer the Sublicense Agreement, the licenses granted or any of Sublicensee’s rights or duties thereunder, including by way of merger (regardless of whether Sublicensee is the surviving entity) or acquisition without the consent of Company (or its Inter-Company Sublicensee), and any attempt to do so shall be null and void.

J. Third-Party Beneficiary. The Sublicense Agreement must contain a provision substantially similar to the following (substituting a list of the provisions required to be in the Sublicense Agreement pursuant to the terms of this Agreement for the blank):

Sublicensee is hereby notified that TiVo Inc., a Delaware corporation, and having its principal place of business at 2160 Gold Street, Alviso CA 95002, USA (and its successors and assigns), is a third-party beneficiary to the Sublicense Agreement to the extent that such agreement contains provisions which relate Sublicensee’s use and license of the Licensed Technology or TiVo Improvements, including but not limited to sections                                          of this Agreement, but does not assume any of Company’s obligations hereunder. Sublicensee hereby agrees and acknowledges that such provisions are made expressly for the benefit of TiVo and are enforceable by TiVo in addition to Company.

K. Compliance with Laws. The Sublicense Agreement shall require Sublicensee to use the Licensed Technology and TiVo Improvements in compliance with all applicable Laws, including without limitation, applicable export laws and regulations.

II. Additional Minimum Terms and Conditions for Developer Sublicense Agreements Only

Restrictions. Sublicensee shall not copy, modify, use, distribute or otherwise exploit the Licensed Technology, TiVo Improvements or any portion or derivative thereof: (A) in a manner that the Sublicensee knows or reasonably should have known would materially increase a third party’s ability to circumvent the security or privacy safeguards implemented by TiVo in TiVo’s products or services; or (B) in connection with Public Software, in a manner that requires any Licensed Technology or portion or derivative thereof (not previously licensed for free or disclosed to the general public) to be licensed for free to the general public or require the Source Code relating thereto to be disclosed to the general public

IP Ownership & Assignment. Any sublicensed development of Upgrades to the Licensed Technology or TiVo Improvements under the Developer Sublicense Agreement shall, to the extent permitted by law, be conducted as a “work-for-hire” and that the Sublicensee assigns Company all right, title and interest (including any IP Rights) in and to the Upgrades thereof free and clear of any encumbrances or payment of royalties or other ongoing fees and disclose a complete copy of any software Upgrades to Company in both Source Code and Object Code forms.

Hardware Designs; Escrow. Any TiVo-Enabled DVR Product hardware designs or Upgrade thereof that is developed by Sublicensee pursuant to a Developer Sublicense Agreement and all associated materials reasonably necessary for TiVo to utilize the same shall be timely delivered to Company to enable Company to comply with its obligations under Section 9.5 of this Agreement.

Exhibit G iii

Security Audit Rights. Company shall have rights to audit Sublicensee for compliance with security restrictions in respect of Highly Sensitive IP.

III. Additional Minimum Terms and Conditions for Manufacturer Sublicense Agreements Only

IP Ownership and Assignment. Notwithstanding anything contained herein to the contrary, in no event shall a Sublicensee (that performs only manufacturing services for Company or its Inter-Company Sublicensees) be sublicensed any rights: (i) under any Source Code (excluding hardware code that is explicitly for manufacturing, such as verilog or a portion thereof provided by Company hereunder) for or to the Licensed Technology or TiVo Improvements or any portion or derivative thereof; or (ii) to create Upgrades to Licensed Technology or TiVo Improvements. Without limiting the generality of the foregoing, to the extent the Sublicensee may have any right, title or interest in and to any Upgrade to Licensed Technology or TiVo Improvements, Sublicensee hereby assigns Company all right, title and interest in and to such Upgrades free and clear of any encumbrances or payment of royalties or other ongoing fees.

Hardware Designs; Escrow. Any TiVo-Enabled DVR Product hardware designs or Upgrades thereof that are developed by Sublicensee pursuant to the Manufacturer Sublicense Agreement and all associated materials reasonably necessary for TiVo to utilize the same shall be timely delivered to Company to enable Company to comply with its obligations under Section 9.5 of this Agreement.

Production Report. Within ^[*] following the end of each [*] after termination of the Sublicensee’s services for any reason, Sublicensee shall submit a report to Company containing for such [*] the number of TiVo-Enabled DVR Products, GC DVR Products, GC Non-EPG DVR Products, and GC Non-DVR Products [*].

IV. Additional Minimum Terms and Conditions for Distribution Sublicense Agreements and Service Provider Sublicense Agreements Only

Pass Through of End User Sublicense Agreements. A Distribution Sublicense Agreement shall prohibit the Sublicensee from distributing or otherwise granting any rights in or to Licensed Technology or TiVo Improvements embodied in software form except as such software is incorporated or integrated with GC DVR Products, GC Non-EPG DVR Products, TiVo-Enabled DVR Products and/or GC Non-DVR Products provided to the Sublicensee by or for Company pursuant to the Agreement, in Object Code form and Script form only, to an End User pursuant to a written End User Sublicense Agreement for such End User’s use of such products solely in Greater China. Sublicensee shall be required to terminate any such End User Sublicense Agreement upon written notice from Company in the event of an End User Critical

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit G iv

Sublicensee Breach relating to such End User Sublicense Agreement and, if the Sublicensee does not promptly comply with such request, appoint Company its attorney-in-fact solely for the purpose of terminating the End User Sublicense Agreement, which appointment shall be irrevocable.

IP Ownership and Assignment. Notwithstanding anything contained herein to the contrary, in no event shall a Sublicensee be sublicensed any rights: (i) under any Source Code for or to the Licensed Technology or TiVo Improvements or any portion or derivative thereof; or (ii) to create Upgrades of any Licensed Technology or TiVo Improvements. Without limiting the generality of the foregoing, to the extent the Sublicensee may have any right, title or interest in and to any Upgrade relating to Licensed Technology or TiVo Improvements, Sublicensee hereby assigns Company all right, title and interest in and to such Upgrades and TiVo Improvements free and clear of any encumbrances or payment of royalties or other ongoing fees.

Distribution Report. Within ^[*]following the end of each [*]after termination of the Sublicense Agreement for any reason, Sublicensee shall submit a report to Company containing for such [*]: (i) the number of TiVo-Enabled DVR Products, GC DVR Products, GC Non-EPG DVR Products, GC Non-DVR Products [*]; (ii) all payments paid to Company hereunder for the foregoing; and (iii) any invoices billed and payments collected on behalf of the Company for the provision of any GC DVR Services or Non-DVR Services; including, without limitation, any Gross Revenue invoiced by the Sublicensee for the GC Premium DVR Services.

Within [*] following the end of each [*] ending on [*], and within [*] after termination of the Sublicense Agreement for any reason, Sublicensee shall submit a report to Company containing for such [*]: (i) the number of TiVo-Enabled DVR Products, GC DVR Products, GC Non-EPG DVR Products, GC Non-DVR Products [*]; (ii) all payments paid to Company hereunder for the foregoing; and (iii) any invoices billed and payments collected on behalf of the Company for the provision of any GC DVR Services or Non-DVR Services; including, without limitation, any Gross Revenue invoiced by the Sublicensee for the GC Premium DVR Services.

V. Minimum Terms and Conditions for End User Sublicense Agreements Only

The term “Software” shall include any updates, modified versions, and copies of the software that may be provided by the Company from time to time. The term “End User Documentation” shall mean the documentation and related explanatory written materials provided to End Users in connection the licensing by the End User of any Software.

1. License Grant. Company grants, subject to the terms and conditions of the End User Sublicense Agreement, to End User a personal, non-exclusive, non-transferable, non-sublicensable license to use the Software and the End User Documentation solely in machine executable form (without Source Code) in accordance with the End User documentation and, if provided as integrated or embedded in a hardware product purchased by the End User, solely in conjunction with such product and solely for the End User’s personal use.

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit G v

2. End User Documentation. End Users shall have the right to use the End User Documentation solely in connection with each such End User’s permitted use of the Software.

3. Restrictions. End Users may not copy, modify, or transfer the Software, or any copy thereof, in whole or in part. End Users may not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the Source Code of the Software, except to the extent allowed under any applicable law. Any attempt to transfer any of the rights, duties or obligations the End User Sublicense Agreement is void. End Users may not rent, lease, or operate a service bureau and shall not take the Software outside of Greater China.

4. Ownership. The Software is licensed, not sold, to each End User for use only under the terms of each such End User Sublicense Agreement, and Company and its suppliers reserve all rights not expressly granted to such End User. Each End User shall own the media, if any, on which the Software or End User Documentation is recorded, but Company and its suppliers retain ownership of all intellectual property in the Software and End User Documentation itself.

5. Reservation of Rights. Except as stated above, the End User Sublicense Agreement does not grant End Users any intellectual property rights in the Software or End User Documentation.

6. Term. Each End User License Agreement shall terminate immediately upon notice to the End User if such End User materially breaches any term or condition of their End User License Agreement. Each End User shall agree upon termination, to discontinue use and to promptly destroy the Software and all copies thereof.

7. Warranty Disclaimer. NEITHER COMPANY NOR ANY OF ITS REPRESENTATIVES MAKES OR PASSES ON TO LICENSEE OR OTHER THIRD PARTY ANY WARRANTY OR REPRESENTATION ON BEHALF OF COMPANY’S LICENSORS OR SUPPLIERS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability. IN NO EVENT WILL COMPANY OR COMPANY’S LICENSORS OR SUPPLIERS BE LIABLE TO THE END USER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF COMPANY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to certain End Users.

Exhibit G vi

EXHIBIT H –GC Product Reference Design & Sublicense Terms

I. GC Product Reference Design:

The GC Product Reference design is a hardware reference design for a [*] and may include only the following portions of Licensed Technology and TiVo Improvements:

A) schematics [*];

B) a bill of materials;

C) an approved component vendor list;

D) hardware and manufacturing information (including without limitation, hardware requirements);

E) [*];

F) [*]; and

G) [*].

Nothing herein shall limit Company’s ability to provide any materials to Reference Design Sublicensees that do not contain any Licensed Technology, TiVo Improvements, TiVo Confidential Information or Additional Manufacturing Materials.

Additionally, Company or its Inter-Company Sublicensees may provide the Client Technology (and Upgrades thereof) to the Reference Design Sublicensee in Object Code and Script form only, solely to be copied and loaded, in unmodified form, onto GC DVR Products, GC Non-EPG DVR Products and/or GC Non-DVR Products created by the Reference Design Sublicense under its GC Product RD Sublicense Agreement and provide the Reference Design Sublicensee the right to distribute such Client Technology (and Upgrades thereof) as loaded on such products to End Users.

Except as provided above, the Reference Design Sublicensee shall not be granted any right to copy, modify or distribute any software containing Licensed Technology or TiVo Improvements.

II. Additional Terms Governing GC Product RD Sublicense Agreements

As a condition to the grant by TiVo to Company to sublicense the right and license to a Reference Design Sublicensee pursuant to Section 2.11(e) of this Agreement, Company agrees to enter a GC Product RD Sublicense Agreement with such Reference Design Sublicensee with terms that are at least as restrictive as the Minimum Terms for all Sublicense Agreements set forth in Section I of Exhibit G above and the additional terms and conditions set forth below:

A) Scope of Sublicense: The Sublicense Agreement would contain a sublicense no broader than a non-exclusive, non-sublicenseable, non-transferable limited license to use the GC Product Reference Design solely to design, make, have made, use, sell and offer for sale the relevant GC DVR Products, GC Non-EPG DVR Products and/or GC Non-DVR Products.

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit H i

B) Pass Through of End User Sublicense Agreements: The Sublicense Agreement shall prohibit the Sublicensee from distributing or otherwise granting any rights in or to Licensed Technology or TiVo Improvements embodied in software form except as such software is incorporated or integrated with GC DVR Products, GC Non-EPG DVR Products and/or GC Non-DVR Products created by the Reference Design Sublicense under its GC Product RD Sublicense Agreement, in Object Code form and Script form only, to an End User pursuant to a written End User Sublicense Agreement for such End User’s use of such products solely in Greater China. Sublicensee shall be required to terminate any such End User Sublicense Agreement upon written notice from Company in the event of an End User Critical Sublicensee Breach relating to such End User Sublicense Agreement and, if the Sublicensee does not promptly comply with such request, appoint Company its attorney-in-fact solely for the purpose of terminating the End User Sublicense Agreement, which appointment shall be irrevocable.

C) Upgrades to Licensed Technology and TiVo Improvements: The Sublicense Agreement shall contain provisions requiring the Reference Design Sublicensee to grant Company a sublicenseable license under or assign any IP Rights in or to Upgrades Sublicensee may create of the Licensed Technology or TiVo Improvements and disclose such Upgrades to Company such that Company has the right to grant TiVo a sublicense or license of the scope as required under Section 9.3 of this Agreement and the ability to comply with its obligations to disclose Company Improvements to TiVo under this Agreement.

D) Reports: Within ^[*] following the end of each [*] after termination of the Sublicense Agreement for any reason, Reference Design Sublicensee shall submit a report to Company containing for such [*]: (i) the number and type of GC DVR Products, GC Non-EPG DVR Products and/or GC Non-DVR Products [*]; and (ii) all payments paid to Company hereunder in connection with the foregoing.

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit H ii

EXHIBIT V — Form of Cost Sharing Agreement

RESEARCH & DEVELOPMENT COST SHARING AGREEMENT

THIS RESEARCH & DEVELOPMENT COST SHARING AGREEMENT (“Agreement”), effective as of                     , 2004, is made by and between TGC, INC., an exempted company incorporated under the Companies Law (2003 Revision) of the Cayman Islands (“Licensor”), and TIVO INC., a Delaware corporation (“Licensee”, and together with Licensor, the “Participants”).

WHEREAS, Licensor and Licensee are parties to the IP&T Agreement, which, among other things, governs all legal aspects of their respective rights and obligations with respect to the Cost Shared Improvements, including without limitation providing for a license of Cost Shared Improvements to Licensee on a royalty-free basis;

WHEREAS, Licensor has paid an arm’s-length amount for the pre-existing intangible property rights made available to it for purposes of research in the intangible development area covered by this Agreement;

WHEREAS, each Participant anticipates that it will derive benefits from the use of the Cost Shared Improvements;

WHEREAS, the Participants are interested in sharing the costs and risks of future research and development of the Cost Shared Improvements in exchange for the right to exploit such Cost Shared Improvements on a royalty-free basis in business activities conducted in their respective Specified Jurisdictions;

WHEREAS, the Participants intend for this Agreement to constitute a qualified cost sharing arrangement in compliance with the provisions of Section 1.482-7 of the Regulations;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein, the receipt and sufficiency of which are hereby acknowledged, the Participants, intending to be legally bound, hereby covenant and agree as follows:

ARTICLE I – Definitions

Unless otherwise provided, each capitalized term used herein shall have the meaning assigned to it in this article. Capitalized terms used but not defined herein shall have the meaning assigned to them in the IP&T Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Cost Shared Improvements” means Company Improvements, excluding any Company Improvements or categories of Company Improvements for which Licensee notifies Licensor in writing that Licensee does not want to share the development costs under this Agreement; provided, however, that a particular Company Improvement shall be excluded only if development of such Company Improvement has not commenced as of such notice.

Exhibit V i

“Cost Share Percentage” means Licensee’s allocable share of Shared Research Costs, as determined in the Licensee Addendum.

“Effective Date” means [                    , 2004].

“IP&T Agreement” means that certain Intellectual Property and Technology Agreement of even date herewith, to which both Licensor and Licensee are parties.

“Licensee” means (i) as of the Effective Date, TiVo Inc., and (ii) thereafter, any affiliate of TiVo Inc. which has executed a Licensee Addendum with Licensor.

“Licensee Addendum” means each addendum substantially in the form attached hereto as Schedule 1 which is executed in writing by the Licensor and TiVo Inc. or an affiliate of TiVo, Inc. pursuant to which such person shall be deemed a “Licensee” in accordance with the terms herein.

“Operating Profit” means revenue net of ^[*].¹

“Participant” means either Licensor or Licensee; and when used in the plural, means collectively Licensor and each Licensee. Participant includes all related branches and partnerships, as those terms are defined under the Code, owned by a Participant. Additional Participants may include affiliates of Licensee that have executed a Licensee Addendum in accordance with the terms herein.

“Product” means any product or service sold or licensed by any Participant that utilizes, embodies, or incorporates the Cost Shared Improvements.

“Qualified CSA” means a “qualified cost sharing arrangement” under Section 1.482-7 of the Regulations.

“Regulations” means the United States Treasury department regulations promulgated under the Code.

“Research Activities” means any research, development and other activities related to the development of the Cost Shared Improvements.

“Research & Development Cost Sharing Agreement” or “Agreement” means this Agreement, as the same may be amended or modified from time to time.

“Research Program” means the plan of Research Activities as determined by mutual reasonable agreement of the Participants under Article IV of this Agreement from time to time as the same are to be completed by Licensor, or by selected non-participants, in order to achieve the purposes of 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.

¹[*]

Exhibit V ii

“Research Program Committee” means a committee composed of one representative of Licensor and two representatives of Licensee, the overall function of which shall be to administer this Agreement.

“Shared Research Costs” means research and development costs and other related expenses, as determined under U.S. generally accepted accounting principles and translating foreign currencies on a consistent basis, that are related to the Research Program, all of which are expected to be paid or incurred by the Licensor, including the following costs:

a. fees, costs, or other direct or indirect operating expenses (other than depreciation or amortization expense) incurred in performing Research Activities as well as an arm’s length charge for tangible property used in Research Activities;

b. fees, costs, or other expenses incurred in procuring from other persons Research Activities, including any profit on costs that are paid to such other persons;

c. fees, costs, or other expenses related to the Cost Shared Improvements as may be agreed to by the Participants;

d. costs or expenses incurred by or on behalf of the Research Program Committee, including, without limitation, (i) costs or expenses incurred by the Participants’ designated representatives and (ii) costs or expenses incurred by either Participant to respond to any reasonable request by the Research Program Committee for information or documentation; and

e. all operating expenses attributable to stock-based compensation (i.e., any compensation provided by a Participant to any employee or independent contractor in the form of equity instruments, options to acquire stock (stock options), or rights with respect to (or determined by reference to) equity instruments or stock options, including but not limited to property to which Section 83 of the Code applies and stock options to which Section 421 of the Code applies, regardless of whether ultimately settled in the form of cash, stock, or other property), to the extent that such stock-based compensation is granted during the term of this Agreement and is related at the time of grant to the Research Program, and in an amount equal to the amount allowable to the Participant granting such stock-based compensation as a deduction for U.S. federal income tax purposes (for example under Section 83(h) of the Code) or, where applicable, in an amount determined on the basis of the election provided for in Section 7.14 of this Agreement.

“Specified Jurisdictions” means the countries or jurisdictions listed in Appendix 1 with respect to each Participant.

Exhibit V iii

ARTICLE II – Administration of Agreement and

Research and Related Activities

2.01 Research Program Committee as Administrator of Agreement.

a. The Research Program Committee shall administer this Agreement as agent for and on behalf of the Participants.

b. The Research Program Committee shall be responsible for ensuring, and shall notify the Participants of procedures necessary to ensure that (i) this Agreement constitutes a Qualified CSA, (ii) each Participant is in compliance with all accounting and administrative requirements set forth in Sections 1.482-7(i) and (j) of the Regulations; and (iii) each Participant that is required to file a United States federal income tax return (x) attaches to such return a statement indicating that it is a participant in a qualified cost sharing arrangement and listing the other controlled participants in the arrangement and (y) also attaches a similar statement to Schedule M of any Form 5471 or Form 5472 filed with respect to a Participant hereto that is not otherwise required to file a United States federal income tax return.

2.02 Participants’ Duty to Cooperate. Each Participant shall cooperate fully with the Research Program Committee to enable it to discharge its obligations as the administrator of this Agreement. Each Participant shall use its reasonable best efforts to provide prompt and complete responses to any reasonable request by the Research Program Committee for information or documentation and to comply in all respects with the procedures set forth by the Research Program Committee. For the avoidance of doubt, any such request shall be deemed reasonable if the requested information or documentation is reasonably necessary for the Research Program Committee to discharge its obligation to ensure that this Agreement constitutes a Qualified CSA.

2.03 Audits and Tax Proceedings. Each Participant shall promptly notify the Research Program Committee, with a copy to each other Participant, of any oral or written communication with or from the U.S. Internal Revenue Service or any other governmental authority regarding the status of this Agreement as a Qualified CSA. In the case of a revenue agency audit or administrative or judicial proceeding regarding the status of this Agreement as a Qualified CSA, the Participant that is the immediate party to such audit or proceeding shall, subject to satisfying its obligations under Section 2.02, control at its expense the conduct of such audit or proceeding, but shall keep the Research Program Committee fully apprised of all developments (including without limitation sharing copies of all correspondence) in such audit or proceeding; provided, however, that such Participant may, in its sole discretion, appoint the Research Program Committee as its agent with complete authority to handle all aspects of such audit or proceeding; provided, further, that a Participant shall not enter into any compromise or agree to settle any claim pursuant to any such audit or proceeding which might adversely affect any other Participant without the written consent of such other Participant. The Participants agree to cooperate in the defense or compromise of any claim raised by any revenue agency audit or as a result or in the course of any administrative or judicial proceeding regarding the status of this Agreement as a Qualified CSA.

2.04 Audit Costs. For the avoidance of doubt, all costs incurred by any Participant or the Research Program Committee in connection with a revenue agency audit or administrative or judicial proceeding regarding the status of this Agreement as a Qualified CSA shall not be includible in Shared Research Costs (a) shall be borne by the Participant that is the immediate party to the audit or proceeding if such Participant elects to control such audit or proceeding, or (b) shall be shared based on the Participants’ respective Cost Share Percentage if the Participant that is the immediate party to the audit or proceeding elects to appoint the Research Program Committee to handle such audit or proceeding.

Exhibit V iv

ARTICLE III – Calculation of Shared Research

Costs and Payments

3.01 Shared Research Costs.

a. Licensee shall be charged and shall pay to Licensor on a mutually agreed periodic basis, ^[*], an amount equal to its portion of total Shared Research Costs, which amount shall be calculated in accordance with Section 3.01(c) and the Licensee Addendum.

b. The Participants intend to share the Shared Research Costs according to each Participant’s reasonably anticipated benefits resulting from its use of the Cost Shared Improvements and, in exchange, shall have the right to use the Cost Shared Improvements [*] in their respective Specified Jurisdictions.

c. The periodic amount of Shared Research Costs that shall be paid by Licensee shall equal the total amount of Shared Research Costs incurred [*], as determined in the Licensee Addendum, subject to any adjustments computed in a manner consistent with the requirements of the Code and the Regulations.

3.02 Budgeting for Research Activities. The Research Program Committee shall engage in a budgeting process during the [*]each fiscal year to determine the anticipated Shared Research Costs together with any additional necessary procedures for allocation, invoicing and reimbursement of such costs related to the Research Program for [*]the fiscal year.

3.03 Statement of Costs. Within [*] after the end of each quarter, Licensor shall provide to the Research Program Committee, with a copy to Licensee, a written statement of estimated total Shared Research Costs incurred during that quarter. The Research Program Committee shall review such statement and request any additional information or documents reasonably necessary for the Research Program Committee to discharge its obligation to ensure that this Agreement constitutes a Qualified CSA.

3.04 Terms of Payment. Within [*], the Research Program Committee shall provide to Licensee the written statement of estimated total Shared Research Costs described in Section 3.03, adjusted as necessary pursuant to the Research Program Committee’s review of such statement, specifying the amounts charged to Licensee. Within [*]of the receipt of such written statement, Licensee shall pay to Licensor the amount set forth in the statement. All payments that are not made when due and payable will be considered overdue and remain payable together with interest for late payment at an agreed arm’s-length rate.

3.05 Quarterly Reconciliation. [*]in any fiscal year, Licensor shall provide to the Research Program Committee a statement of actual total Shared Research Costs incurred during

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit V v

the immediately preceding quarter. Upon receipt of such statement, the Research Program Committee shall reconcile the estimated ^[*]calculations and payments with the [*]figures and issue written statements for additional payments or refunds to the Licensor or Licensee as may be required by such reconciliation. Within [*]of the receipt of such written statement, Licensee and Licensor shall pay the amount due, if any, set forth in the statement. All payments that are not made when due and payable will be considered overdue and remain payable together with interest for late payment at an agreed arm’s-length rate. The [*]cost reconciliation will be performed in a manner consistent with the allocation method described in Section 3.01.

3.06 Periodic Review of Allocation of Shared Research Costs.

a. [*] the Research Program Committee and the Participants shall evaluate the method of allocating the Shared Research Costs in order to ensure that the allocation method described in Section 3.01(b) and the Licensee Addendum appropriately reflects the reasonably anticipated benefits to each Participant resulting from its use of the Cost Shared Improvements.

b. Factors to be taken into account during the annual evaluation shall include, without limitation, a determination of the time period between the inception of the Research Program and the receipt of benefits, a projection of the time over which benefits will be received, a projection of the benefits anticipated for each year in which it is anticipated the Cost Shared Improvements will generate benefits, as well as, where applicable, the commercial release by a Participant of a Product substantially before that Product is commercially released by another Participant.

c. If, during the course of an [*] evaluation, the Research Program Committee and the Participants, acting in good faith, determine that a more reliable method than that described in the Licensee Addendum for allocating the Shared Research Costs exists, taking into account the Participants’ reasonably anticipated benefits as described in Section 1.482-7 of the Regulations, the Research Program Committee and the Participants shall make any adjustment to the Cost Share Percentage as may be advisable under the circumstances and may mutually agree upon the adoption of a new method of allocation for future Shared Research Costs.

d. If the [*] evaluation reveals that any Participant’s reasonably anticipated share of the overall benefits from exploiting the Cost Shared Improvements and its share of the actual benefit from such exploitation differ by more than [*], and this difference is not due to an extraordinary event beyond the control of the Participant that could not reasonably have been anticipated at the time the Shared Research Costs were allocated among the Participants, each Participant shall make or receive a payment as necessary to achieve a retrospective adjustment to such allocation that will reflect each Participant’s actual share of the overall benefits from exploiting the Cost Shared Improvements for the years in which the benefits were realized, together with a time value of money adjustment reflecting an arm’s length rate of interest.

3.07 Accounting Records; Right of Inspection. The Research Program Committee shall keep and maintain books of account and other records with respect to the Shared Research Costs

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit V vi

and the amount charged to any Participant under this Agreement. Upon reasonable written notice to Licensor, Licensee may audit, at its own expense, the relevant books and records of Licensor and its affiliates to ensure compliance with the terms of this Agreement. Any such audit shall be conducted during regular business hours at the offices of Licensor’s U.S. subsidiary or at another place agreed by Licensor and Licensee, and shall not interfere unreasonably with the Licensor’s business activities.

3.08 Records. Each Participant agrees to keep [*] records supporting the Shared Research Costs in sufficient detail to permit Licensee to audit the relevant records to confirm the accuracy of any payments required under the terms of this Agreement. This period will be extended at the Research Program Committee’s discretion if it notifies the Participants in writing or if Licensor or Licensee notifies the other in writing of a revenue agency audit. Each Participant also agrees, at its own expense, to provide annually to the other Participants copies of all such records.

ARTICLE IV – Research Program

4.01 Research Program.

a. Research Program. Licensor shall engage in the research and development of Company Improvements (as more completely described in the IP&T Agreement) and the Participants shall share the costs, risks and rights relating to the research and development of those Company Improvements that are Cost Shared Improvements.

b. Research Activities. The Research Activities relating to the Research Program shall be conducted as agreed pursuant to this Agreement or as otherwise provided in the IP&T Agreement.

c. Research and Development Responsibilities. Licensor shall keep the Research Program Committee and Licensee up-to-date on the progress and costs of all Research Activities.

d. Annual Review and Documentation. The Research Program Committee and the Participants shall review annually the Research Activities included in the Research Program and, if necessary based on any changes in economic conditions, the business operations and practices of the Participants, and the ongoing Research Activities, amend the documentation of the cost allocation in accordance with this review.

ARTICLE V – Indemnification

5.01 Agreement to Indemnify. Without prejudice to any indemnity in the IP&T Agreement and without prejudice to any other available legal or equitable remedy, each Participant shall defend, indemnify and hold harmless the other Participants from and against all third party costs, claims, suits, expenses (including reasonable attorneys’ fees), assessments, fines and damages arising out of or resulting from the indemnifying Participant’s breach of its obligations under Section 2.02 of this Agreement; provided, however, that the amount of such indemnification shall in no event exceed [*] pursuant to 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.

Exhibit V i

5.02 Determination of Breach. The determination of whether a breach has occurred that triggers the indemnification obligation under Section 5.01 shall be made in accordance with the dispute resolution provisions of Section 7.07 of this Agreement.

ARTICLE VI – Term and Termination

6.01 Term. This Agreement shall become effective upon the Effective Date and shall remain in full force and effect throughout the Collaboration Period, unless the IP&T Agreement is terminated (including without limitation because the Licensor ceases to do business or seeks protection under any bankruptcy or comparable proceeding, as more completely set forth in Section 14 of the IP&T Agreement), in which case this Agreement shall automatically terminate. Additionally, Licensee has the right to terminate this Agreement at its discretion upon [*] written notice to Licensor, which notice shall include an explanation of Licensee’s determination to terminate this Agreement.

6.02 Use of Cost Shared Improvements; Survival. Licensee’s rights to receive and use Cost Shared Improvements shall be as set forth in the IP&T Agreement and, for avoidance of doubt, shall survive the termination of this Agreement. Upon termination or expiration of this Agreement, the rights and obligations of the Participants shall cease except that the following provisions of this Agreement shall survive as necessary: Article I, Article II, Section 3.07, Section 3.08, Article V, Section 6.02, Section 6.03, and Article VII.

6.03 Effect on IP&T Agreement. Notwithstanding anything herein to the contrary, termination or breach of this Agreement shall not affect or alter any rights or obligations of the Participants under the IP&T Agreement in any manner.

ARTICLE VII – Miscellaneous

7.01 Assignment. Except as otherwise provided for in this Agreement, neither this Agreement nor any right or obligation arising hereunder may be assigned, in whole or in part, by any Participant without the prior written consent of the other Participants, except to such Participant’s assignee of the IP&T Agreement as allowed pursuant to Section 16.15 of the IP&T Agreement. Any prohibited assignment or transfer shall be null and void and shall constitute a breach of this Agreement. Notwithstanding any assignment, this Agreement shall remain binding upon the assignor. Subject to the restrictions on assignment herein set forth, this Agreement shall inure to the benefit of the permitted successors and assigns of each of the Participants.

7.02 Entire Agreement; Amendment. This Agreement and the IP&T Agreement constitute the entire agreement between the Participants hereto relative to the subject matter hereof, and supersedes all prior written or oral agreements, statements, correspondence, negotiations and understandings by and among the Participants with respect to the matters covered in such agreements. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument signed by each of the Participants hereto. The Participants agree to amend this Agreement if and as necessary to conform to any income tax rules and regulations that are or become applicable with respect to any matters governed by 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.

Exhibit V ii

7.03 No Agency or Partnership. This Agreement shall not constitute any Participant as an agent, legal representative, partner, or joint venturer of the other for any purpose whatsoever, and none of the Participants shall have any right or authority hereunder to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of any other Participant. None of the Participants shall have, or shall represent that it has, any power, right or authority to bind any other Participant to any obligation or liability.

7.04 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable Laws. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

7.05 Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any person other than the Participants any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of the Participants.

7.06 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

7.07 Dispute Resolution. Any dispute among the parties and arising out of or relating to this Agreement will be resolved in accordance with the procedures specified in this Section 7.07. The parties intend that these provisions will be valid, binding, enforceable, exclusive and irrevocable and will survive any termination of this Agreement.

a. Notification and Negotiation. Upon any dispute arising out of or relating to this Agreement (including but not limited to its application, interpretation, or any alleged breach hereunder), the party raising the dispute will give written notice to the other parties to the dispute describing the nature of the dispute following which the parties to such dispute shall attempt for a period of [*] to resolve such dispute by negotiation between executives who have authority to settle such dispute. All such negotiations shall be confidential and treated as compromise and settlement negotiations for purposes of any applicable rules of evidence. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a party shall have the right to seek immediate injunctive relief pursuant to clause (c) without regard to any such [*] negotiation period.

b. Choice of Arbitral Forum and Rules. If the parties are unable to resolve their dispute pursuant to paragraph (a), such dispute shall be submitted to final and binding arbitration under

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit V iii

the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). Any such arbitration shall be conducted in San Jose, California before a single arbitrator of American citizenship and with substantial experience in resolving intellectual property and joint venture disputes under United States Laws, and who shall be appointed in accordance with the ICC Rules. At the written request of the Claimant in its Request for Arbitration, the arbitration shall be conducted on a “fast track” basis with the following expedited deadlines: the Respondent(s) shall have [*] from receipt of the Request from the Secretariat of the ICC to file an Answer and any Counterclaim(s); the Claimant(s) shall have [*] from the receipt of any Counterclaim to file a Reply; any party’s challenge to an arbitrator must be submitted to the ICC within [*] of that party’s receipt of the notification of the appointment of the arbitrator, or within [*] from the date the challenging party was informed of the facts on which such challenge is based if such date is subsequent to the receipt of such notification; the Arbitrator shall transmit the Terms of Reference to the ICC’s International Court of Arbitration (the “Court”) within [*] of the Arbitrator’s receipt of the file from the Secretariat; and, in recognition of the urgency of the matter and likelihood of irreparable harm, the Arbitrator shall submit the draft Award to the Court as expeditiously as possible and subject to the time limits set forth in Article 24 of the ICC Rules.

c. Temporary or Injunctive Relief. Notwithstanding the parties’ agreement to submit all disputes to final and binding arbitration before the ICC, the parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court of competent jurisdiction, provided, however, that any such action brought in the United States shall be filed exclusively in the United States District Court for the Southern District of New York, and the parties hereby irrevocably consent to the personal jurisdiction of such court and waive any objections to the jurisdiction of, or venue in, that forum. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief (with such relief effective until the arbitrator has rendered a final award) in order to protect any party’s rights under this Agreement or its intellectual property rights.

d. Confirming the Award and Enforcing Judgment. The United States District Court for the Southern District of New York shall have exclusive jurisdiction within the United States to confirm any award issued by the arbitrator. Any arbitration award may also be confirmed and enforced in any court of competent jurisdiction outside of the United States.

e. Confidential Proceedings. Except as may be necessary to enter judgment upon the award or to the extent required by applicable Law, all claims, defenses and proceedings (including, without limiting the generality of the foregoing, the existence of the dispute and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any Person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any dispute relating to the arbitration hereunder (including, without limiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award) shall be filed under seal with the court, to the extent permitted by applicable Law.

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit V iv

f. Waiver of Jury Trial. THE PARTIES HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

7.08 Specific Performance. Each Participant acknowledges and agrees that the other Participants would be damaged irreparably if any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Participant agrees that the other Participants will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof.

7.09 Rights Cumulative. Each and all of the various rights, powers and remedies of a Participant hereunder will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Participant may have at law or in equity in the event of the breach of any of the terms of this Agreement. A Participant’s exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Participant.

7.10 Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

7.11 Headings. Section headings contained in this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

7.12 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next day or second day courier service, fax or similar means to the address(es) for notice set forth below the signature of the Participants (or at such other address as such Participant may designate by [*] advance written notice to the other Participants to this Agreement given in accordance with this Section 7.12). Where a notice is sent by next day or second day courier service, service of the notice shall be deemed to be effected by properly addressing, pre paying and sending by next day or second day service through an internationally recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax, service of the notice shall be deemed to be effected by properly addressing, and sending such notice, with a confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

7.13 Force Majeure. Neither Participant shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages,

^[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit V v

riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other causes that are beyond the reasonable control of such Participant (each a “Force Majeure Event”).

7.14 Failure to Enforce. The failure of any Participant at any time or for any period of time to enforce any term or provision of this Agreement shall not be construed as a waiver of such term or provision or of the right of any Participant to enforce each and every such term and provision.

7.15 Use of Names. No Participant will use or refer to this Agreement in any promotional activity, or use the marks of any other Participant, without express prior written permission of Licensor. All Participants shall refrain from making any public announcement or disclosure of this Agreement and its terms without the prior written consent of the Licensor, except as required by law.

7.16 Accounting for Stock Based Compensation. The Participants hereby elect to account for any options on Licensor stock under the method set forth in Section 1.482 7(d)(2)(iii)(B) of the Regulations, namely in the same amount, and as of the same time, as the fair value of the stock options reflected as a charge against income in Licensor’s audited financial statements or disclosed in footnotes to such financial statements. The election in this Section 7.16 shall not be effective until and unless Licensor has at least one class of stock regularly traded on an established United States securities market and shall otherwise be subject to the conditions and limitations in Section 1.482-7(d)(2)(iii)(B) of the Regulations.

7.17 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that Participant.

SIGNATURE PAGE TO RESEARCH & DEVELOPMENT COST SHARING AGREEMENT FOLLOWS

Exhibit V vi

IN WITNESS WHEREOF, the Participants have executed this Agreement to be effective as of the Effective Date.

TGC, Inc.	TiVo Inc.
By:	By:
Title:	Title:
Address:	Address:

SIGNATURE PAGE TO RESEARCH & DEVELOPMENT COST SHARING AGREEMENT

Exhibit V vii

Appendix 1

Specified Jurisdictions

Participant	Specified Jurisdiction
Licensor	Greater China, as more completely described in the IP&T Agreement.
Licensee	The world, except for Greater China, as more completely described in the IP&T Agreement.

Appendix 1

Schedule 1

Licensee Addendum²

A. General Matters. This Licensee Addendum is an addendum and a part of that certain Research & Development Cost Sharing Agreement (“Agreement”), effective as of                     , 2004, by and between the Participants. All terms not defined herein have the meaning given to them in the Agreement.

B. Licensee: TiVo Inc., a Delaware corporation.

C. Licensee’s Specified Jurisdiction: The world, except for Greater China, as more completely described in the IP&T Agreement.

D. Licensee’s Cost Share Percentage

1. The Participants have reviewed actual and projected sales and/or licenses and other anticipated benefits of the Cost Shared Improvements, and have determined that, consistent with the requirements of the Code and the Regulations governing cost sharing arrangements, the most reliable estimate of the reasonably anticipated benefit to be derived by each Participant from the Cost Shared Improvements is based on their respective Operating Profit. Specifically, in each quarter of each fiscal year during the term of this Agreement, Licensee’s Cost Share Percentage shall be determined as a percentage equal to the ratio of Licensee’s reasonably anticipated Operating Profits in such quarter to the Participants’ aggregated reasonably anticipated Operating Profit during the same period.³

2. On the basis of paragraph 1 above, Licensee’s Cost Share Percentage is:

[                    ].⁴

E. Licensee’s Right to Exploit the Cost Shared Improvements. In exchange for paying the Cost Share Percentage, Licensee shall be entitled to use the Cost Shared Improvements on a royalty-free basis in Licensee’s Specified Jurisdiction.

SIGNATURE PAGE TO SCHEDULE 1 (LICENSEE ADDENDUM) TO

RESEARCH & DEVELOPMENT COST SHARING AGREEMENT FOLLOWS

² All economic information to be provided by TiVo’s transfer pricing economist, who will also prepare, contemporaneously with the Agreement, a transfer pricing study that is intended to satisfy the applicable documentation and related requirements of the Regulations.

³ TiVo’s transfer pricing economist to confirm whether Operating Profit provides the most reliable estimate of reasonably anticipated benefits. Paragraph to be revised/refined accordingly.

⁴ TiVo’s transfer pricing economist to confirm whether Licensee’s Cost Share Percentage will fluctuate throughout the term of the Agreement and to provide a schedule showing Licensee’s Cost Share Percentage for each quarter.

Schedule 1

IN WITNESS WHEREOF, Licensor and Licensee have executed this Licensee Addendum to be effective as of the Effective Date.

TGC, Inc.	TiVo Inc.
By:	By:
Title:	Title:
Address:	Address:

SIGNATURE PAGE TO SCHEDULE 1 (LICENSEE ADDENDUM) TO

RESEARCH & DEVELOPMENT COST SHARING AGREEMENT

Schedule 1 - 2

EX-10.2

Exhibit 10.2

Exhibit 10.2 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.

TGC, INC.

SHARE TRANSFER AGREEMENT

August 9, 2004

TGC, INC.

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is made as of August 9, 2004, by and among TGC, Inc., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), the parties listed on Schedule 1 hereto (the “Common Holders”), the parties listed on Schedule 2 hereto (the “Series A Holders”), the parties listed on Schedule 3 hereto (the “Series B Holders”), and TiVo Inc., a Delaware corporation (“TiVo”). The Series A Holders and the Series B Holders are collectively referred to as the “Investors,” and the Investors and the Common Holders are collectively referred to as the “Shareholders.”

RECITALS

A. The Company, the initial Series A Holders, the initial Series B Holders, and TiVo have entered into a Securities Purchase Agreement of even date herewith providing for the sale by the Company, and the purchase by such Investors, of certain Preferred Shares (as defined below) of the Company (the “Purchase Agreement”).

B. The Company and the initial Common Holders desire to induce the initial Series A Holders and the initial Series B Holders to purchase the Preferred Shares by agreeing to the terms and conditions set forth herein, and a condition to such Investors’ obligations under the Purchase Agreement is that the Company, the initial Common Holders, the initial Series A Holders, and the initial Series B Holders enter into this Agreement and certain other agreements.

C. The Company, the Common Holders, the Series A Holders, the Series B Holders, and TiVo desire to enter into this Agreement and to set forth certain rights and obligations of the Company and the Shareholders with respect to share transfers, first refusal, co-sale and other matters, according to the terms of this Agreement.

In consideration of the foregoing recitals and the mutual promises hereinafter set forth, the sufficiency and adequacy of which consideration the parties hereby acknowledge, the parties hereto, intending to be legally bound, agree as follows:

AGREEMENT

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

1.1 “Accounting Standards” means United States generally accepted accounting principles as then in effect.

1.2 “Affiliate” of any Person shall mean any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the specified Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if the other possesses, directly or indirectly, power either (i) to vote 50% or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

However, regardless of the foregoing and anything else contained herein, TiVo and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, shall not be deemed Affiliates of each other for purposes of this Agreement.

1.3 “Articles” means the Company’s Memorandum of Association and Articles of Association, as amended from time to time.

1.4 “As Adjusted” means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement.

1.5 “Board” means the Company’s Board of Directors.

1.6 “business day” means any day other than a Saturday, Sunday or legal holiday in the State of New York in the United States of America.

1.7 “Common Director” has the meaning ascribed to such term in the Articles.

1.8 “Common Pro Rata Share” means, with respect to any Common Holder and relative to other Common Holders, the ratio of (a) the total number of then outstanding Common Shares held by that Common Holder to (b) the total number of then outstanding Common Shares held by the specified Common Holder and by the specified other Common Holders.

1.9 “Common Shares” means the common shares, par value US$0.0001 per share, of the Company.

1.10 “Competitor of the Company” means any Person that offers, provides, sells, markets, promotes, renders or distributes (or is an Affiliate of a Person that offers, provides, sells, markets, promotes, renders or distributes), directly or indirectly, DVR Products or DVR Services anywhere in the world; provided that none of TiVo or its Affiliates shall be deemed a Competitor of the Company.

1.11 “DVR Product” means (a) any product (including software, devices, or components) that has the ability to record, on any media, and playback any video programming content (whether or not accompanied by sound) where such content is delivered to such product by terrestrial broadcast, satellite, cable, internet, or other data transmission methods, or any other method whether now in existence or which comes into existence in the future and (b) any product (including software, devices, or components) which do not contain all of the elements listed above under (a), but which has no substantial intended use except as an integral part of a system that has all of the elements listed above under (a). By way of clarification but not limitation, a DVR Product may be a standalone product or part of a larger product.

1.12 “DVR Service” means any service or application software features for use in connection with any DVR Product or any service provided to third parties related to the commercialization of DVR Products or other DVR Services (including but not limited to (1) selling advertising into DVR Products or DVR Services and (2) selling aggregate customer viewing patterns), whether any of the above are provided for a fee or for free.

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1.13 “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

1.14 “Investor Rights Agreement” means that certain Investor Rights Agreement of even date herewith by and among the Company and the Investors.

1.15 “Laws” means all United States and non-United States federal, state, local, municipal, and other laws, statutes, constitutions, ordinances, codes, edicts, decrees, injunctions, stipulations, judgments, orders, rulings, rules, regulations, assessments, writs, and requirements whether temporary, preliminary or permanent, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental or Regulatory Authority.

1.16 “License Agreement” means that certain Intellectual Property and Technology Agreement, dated as of the date hereof by and among the Company, TiVo and TiVo Intl II.

1.17 “Person” means any individual, entity or group, including, but not limited to, any corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, or Governmental or Regulatory Authority.

1.18 “Preferred Pro Rata Share” means, with respect to any Investor and relative to other Investors, the ratio of (a) the total number of Common Shares held by that Investor that were issued, or are issuable, upon conversion of the originally issued Preferred Shares to (b) the total number of Common Shares held by the specified Investor and by the specified other Investors that were issued, or are issuable, upon conversion of all originally issued Preferred Shares (calculated on an as-converted basis).

1.19 “Preferred Shares” means the Series A Preferred Shares and Series B Preferred Shares.

1.20 “Qualified IPO” shall have the meaning ascribed to such term in the Articles.

1.21 “Registration” means a registration effected by preparing and filing a registration statement in respect of the securities of the Company in compliance with the Securities Act in the United States or by a comparable process pursuant to other applicable Laws in connection with a registration in a jurisdiction other than the United States (a “Registration Statement”), and the declaration or ordering of the effectiveness of that Registration Statement.

1.22 “SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

1.23 “Security” means a Share, a security convertible into or exercisable or exchangeable for a Share, a right to acquire a Share or any other security of the Company, any other security of the Company, or any interest in any of the foregoing.

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1.24 “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as from time to time in effect.

1.25 “Series A Preferred Shares” means the Series A Preferred Shares, par value US$0.0001 per share, of the Company.

1.26 “Series B Preferred Shares” means the Series B Preferred Shares par value US$0.0001 per share, of the Company.

1.27 “Series B Director” has the meaning ascribed to such term in the Articles.

1.28 “Share” means any Common Share or any Preferred Share.

1.29 “shareholder” means a Member (as defined in the Articles) of the Company.

1.30 “TiVo Intl II” means TiVo Intl II, Inc., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands.

1.31 “TiVo IPO Call Right” has the meaning ascribed to such term in the Articles.

1.32 The following terms have the meaning given to them in the referenced section:

2009 Call Right	Section 4.1
Advisor	Section 4.3(a)
Advisor’s Report	Section 4.3(a)
Agreement	Preamble
Call Cap	Section 4.6
Call Closing	Section 4.4
Call Notice	Section 4.1
Call Purchase Agreement	Section 4.4
Call Purchase Price	Section 4.2
Called Securities	Section 4.1
Call Right	Section 4.1
Change in Control Call Right	Section 4.1
Co-Sale Notice	Section 3.6(a)
Co-Sale Right	Section 3.6(a)
Common Holder	Preamble
Company	Preamble
Company Notice	Section 3.2
Corporate Transaction	Section 5(a)
Court	Section 12.2(b)
Drag-Along Holders	Section 5(a)
Exercising Parties	Section 3.7
Fully-Purchasing Common Holder	Section 3.4
Fully-Purchasing Investor	Section 3.3
Fully-Purchasing Major Investor	Section 3.2
ICC Rules	Section 12.2(b)
Investor	Preamble

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Involuntary Transfer	Section 3.8
Market Value of the Company	Section 4.3
Major Investor	Section 3.2
Negotiation Period	Section 4.3(a)
Offered Securities	Section 3.1
Opinion Period	Section 4.3(a)
Permitted Transfer	Section 2.2
Proposed Transfer	Section 3.1
Purchase Agreement	Recital A
Remaining Securities	Section 3.5
Right of First Refusal	Section 3.1
Right of Fourth Refusal	Section 3.4
Right of Second Refusal	Section 3.2
Right of Third Refusal	Section 3.3
Series A Holder	Preamble
Series B Holder	Preamble
Shareholder	Preamble
Third Advisor	Section 4.3(d)
TiVo Change in Control	Section 2.2(e)
Transfer	Section 2.1
Transfer Notice	Section 3.1
Transferee	Section 2.1
Transferring Shareholder	Section 3.1

2.         Transfer Restrictions.

2.1 Restriction. No Shareholder shall, directly or indirectly, whether or not by Involuntary Transfer, sell, assign, hypothecate, encumber, mortgage, dispose of, transfer, or engage in any transaction that will change the beneficial or record ownership of (each, a “Transfer” and the recipient of such Transfer being a “Transferee”) any Security, now or subsequently hereafter held or beneficially owned by such Shareholder, except (a) if such Transfer is a Permitted Transfer, (b) pursuant to Section 3, (c) pursuant to Section 4, or (d) pursuant to Section 5; provided that no Transfer pursuant to Section 2.2(a), Section 2.2(c), or Section 3 may be made to a Competitor of the Company without the prior written consent of the Common Director and the prior written consent of the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares (calculated on an as-converted basis); provided further that, prior to the effectiveness of any Transfer pursuant Section 2.2(a), Section 2.2(c), or Section 3, the Transferee must execute and deliver to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, and reasonably acceptable to the Company, irrevocably agreeing to be bound by all of the terms and conditions of this Agreement, unless such Transferee is already so bound. Upon the effectiveness of any such Transfer, such Transferee shall be deemed a Series A Holder, Series B Holder, or Common Holder, as applicable, under this Agreement.

2.2 Permitted Transfers. For purposes hereof, a “Permitted Transfer” shall mean any:

(a) Transfer by a Shareholder to an Affiliate of such Shareholder so long as such Transferring Shareholder retains direct or indirect voting control of the Securities Transferred;

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(b) repurchase or redemption of Securities by the Company subject to any restrictions set forth in the Company’s Articles;

(c) Transfer by a Shareholder to such Shareholder’s spouse, siblings, parents, lineal descendants or antecedents, or to a trust for the benefit of such Shareholder or such Shareholder’s spouse, siblings, parents or lineal descendants or antecedents; provided that, so long as such Shareholder is an employee of the Company or any subsidiary thereof, such Shareholder (i) retains direct voting control of the Securities Transferred and (ii) does not Transfer more than 50% of the aggregate Securities issued to such Shareholder by the Company (As Adjusted, and calculated on an as-converted basis);

(d) Transfers by a Shareholder pursuant to a Qualified IPO (including pursuant to the exercise of the TiVo IPO Call Right); or

(e) Transfer by TiVo Intl II, TiVo, or either of their successors and assigns, of its Securities or its rights and obligations hereunder in connection with (i) a sale, conveyance, or other disposition of at least a majority of the assets of TiVo (or its successors and assigns) or (ii) a consolidation, merger, acquisition, or other transaction (or series of related transactions) in which the stockholders of TiVo (or its successors and assigns) immediately before such consolidation, merger, acquisition or other transaction together with their Affiliates do not own or control at least a majority of the voting power of TiVo or the surviving entity immediately after such consolidation, merger, acquisition or other transaction (each of (i) and (ii), a “TiVo Change in Control”).

so long as, in any case, as a result thereof, the number of members or beneficial owners of the Company does not equal or exceed 500 Persons.

2.3 Prohibited Transfer. Any Transfer in violation of this Section 2 shall be null and void and shall not confer on any purported Transferee any rights whatsoever, and the Company shall not recognize such Transfer and will not effect the Transfer on the Company’s share register or other records.

2.4 Effect of Transfer. Any Transfer of Securities permitted by this Agreement may be made by a written instrument signed by the transferor or assignor and containing the name and address of the Transferee, but in the absence of such written instrument, the Board may accept such evidence of Transfer as it considers appropriate. The Company shall, upon application of the transferor, assignor, or Transferee of a registered Share in the Company in accordance with the foregoing, enter in the share register the name and address of the Transferee of such Share and, upon the entering of such Transferee’s name on the share register, the Company shall treat any such Transferee of any registered Shares of the Company as a Member (as defined in the Articles) and, under this Agreement, as a “Shareholder.”

3.             Right of First Refusal; Co-Sale Right.

3.1 Company Right of Refusal. If any Shareholder (a “Transferring Shareholder”) proposes to Transfer (the “Proposed Transfer”) any Securities, now or subsequently hereafter held or beneficially owned by such Shareholder (“Offered Securities”), to any

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Person, including another Shareholder, then the Transferring Shareholder shall first give a written notice (the “Transfer Notice”) to the Company fully describing the Proposed Transfer, including the number and nature of the Offered Securities, the proposed transfer price per Offered Security, and the name and address of the specific proposed Transferee and including a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Proposed Transfer. The Company shall have a right of first refusal (the “Right of First Refusal”) to purchase some or all of the Offered Securities on the same terms set forth in the Transfer Notice, exercisable by delivery to the Transferring Shareholder of a notice of exercise within 10-business days after the date the Transfer Notice is delivered to the Company.

3.2 Major Investor Right of Refusal. If any Offered Securities remain unsubscribed for after application of Section 3.1, then each Investor that, together with its Affiliates, either then holds at least 7% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares (As Adjusted, and calculated on an as-converted basis) or then holds at least 7% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares (As Adjusted, and calculated on an as-converted basis) (each such Investor, a “Major Investor”) shall have a right of refusal (the “Right of Second Refusal”) to purchase some or all of such remaining Offered Securities that are not subscribed for pursuant to Section 3.1, on the same terms set forth in the Transfer Notice. If any Offered Securities remain unsubscribed for immediately following the expiration of the 10-day period set forth in Section 3.1, the Company shall give a written notice (the “Company Notice”) to each Major Investor attaching the Transfer Notice and setting forth the amount of such remaining Offered Securities. Each Major Investor shall then have the right of refusal to purchase its Preferred Pro Rata Share (relative to the other Major Investors) of such remaining Offered Securities on the same terms set forth in the Transfer Notice by delivery to the Company, TiVo and the Transferring Shareholder of a notice of exercise within 10 business days after the date the Company Notice is delivered to such Major Investor. If the Major Investors have not elected within such 10 business day period to purchase all of such remaining Offered Securities, the Company, within 5 business days after such period ends, shall provide each such Major Investor electing to purchase its entire relative Preferred Pro Rata Share (each a “Fully-Purchasing Major Investor”) with a notice setting forth the amount of such Offered Securities still available for purchase. Each Fully-Purchasing Major Investor shall thereafter have an additional 5 business day period to determine whether to purchase any or all of the Offered Securities not yet subscribed for, on the same terms set forth in the Transfer Notice, by giving written notice to the Company, TiVo and the Transferring Shareholder stating the number of such Offered Securities not yet subscribed for that such Major Investor desires to purchase; provided that if the Fully-Purchasing Major Investors desire to purchase in the aggregate more than such amount, then such amount will be allocated among the Fully-Purchasing Major Investors in accordance with their Preferred Pro Rata Share relative to each other.

3.3 Other Investor Right of Refusal. If any Offered Securities remain unsubscribed for after application of Section 3.2, then the Investors (other than the Transferring Shareholder and other than the Major Investors) shall have a right of refusal (the “Right of Third Refusal”) to purchase, collectively, some or all of such remaining Offered Securities that are not subscribed for pursuant to Sections 3.1 or 3.2, on the same terms set forth in the Transfer Notice. If any Offered Securities remain unsubscribed for immediately following the expiration of the final 5-business day period set forth in Section 3.2 above,

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the Company shall give a Company Notice to such Investors attaching the Transfer Notice and setting forth the amount of Offered Securities remaining after application of Sections 3.1 and 3.2. Each such Investor shall then have the right of refusal to purchase its Preferred Pro Rata Share (relative to such other Investors) of such remaining Offered Securities on the same terms set forth in the Transfer Notice by delivery to the Company, TiVo, and the Transferring Shareholder of a notice of exercise within 10 business days after the date the Company Notice is delivered to the Investors. If such Investors have not elected within such 10 business day period to purchase all of such remaining Offered Securities, the Company, within 5 business days after such period ends, shall provide each such Investor electing to purchase its entire relative Preferred Pro Rata Share (each a “Fully-Purchasing Investor”) with a notice setting forth the amount of such Offered Securities still available for purchase. Each Fully-Purchasing Investor shall thereafter have an additional 5 business day period to determine whether to purchase any or all of the Offered Securities not yet subscribed for, on the same terms set forth in the Transfer Notice, by giving written notice to the Company, TiVo and the Transferring Shareholder stating the number of such Offered Securities not yet subscribed for that such Investor desires to purchase; provided that if the Fully-Purchasing Investors desire to purchase in the aggregate more than such amount, then such amount will be allocated among the Fully-Purchasing Investors in accordance with their Preferred Pro Rata Share relative to each other.

3.4 Common Holder Right of Refusal. If any Offered Securities remain unsubscribed for after application of Section 3.3, then each Common Holder (other than the Transferring Shareholder and the Investors) that then holds at least 3% of the then outstanding Common Shares (on a fully-diluted, as-converted basis) shall have a right of refusal (the “Right of Fourth Refusal”) to purchase, collectively, some or all of such remaining Offered Securities that are not subscribed for pursuant to Sections 3.1, 3.2 or 3.3, on the same terms set forth in the Transfer Notice. If any Offered Securities remain unsubscribed for immediately following the expiration of the final 5-business day period set forth in Section 3.3 above, the Company shall give a Company Notice to such Common Holders attaching the Transfer Notice and setting forth the amount of Offered Securities remaining after application of Sections 3.1, 3.2 and 3.3. Each such Common Holder shall then have the right of refusal to purchase its Common Pro Rata Share (relative to such other Common Holders) of such remaining Offered Securities on the same terms set forth in the Transfer Notice by delivery to the Company, TiVo, and the Transferring Shareholder of a notice of exercise within 10 business days after the date the Company Notice is delivered to such Common Holders. If such Common Holders have not elected within such 10 business day period to purchase all of such remaining Offered Securities, the Company, within 5 business days after such period ends, shall provide each such Common Holder electing to purchase its entire relative Common Pro Rata Share (each a “Fully-Purchasing Common Holder”) with a notice setting forth the amount of such Offered Securities still available for purchase. Each Fully-Purchasing Common Holder shall thereafter have an additional 5 business day period to determine whether to purchase any or all of the Offered Securities not yet subscribed for, on the same terms set forth in the Transfer Notice, by giving written notice to the Company, TiVo and the Transferring Shareholder stating the number of such Offered Securities not yet subscribed for that such Common Holder desires to purchase; provided that if the Fully-Purchasing Common Holders desire to purchase in the aggregate more than such amount, then such amount will be allocated among the Fully-Purchasing Common Holders in accordance with their Common Pro Rata Share relative to each other.

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Regardless of the foregoing, no Common Holder may exercise its Right of Fourth Refusal to the extent that, giving effect to such exercise, such Common Holder (taken together with its Affiliates) would hold more than 10% of the then outstanding Common Shares (on a fully-diluted, as-converted basis).

3.5 Remaining Securities. To the extent the Company, the Investors and/or the Common Holders exercise their Right of First Refusal, Right of Second Refusal, Right of Third Refusal, and Right of Fourth Refusal, in accordance with the terms of Sections 3.1 through 3.4, the number of Offered Securities that the Transferring Shareholder may sell to the proposed Transferee described in the Transfer Notice shall be correspondingly reduced. Such Offered Securities as so reduced (the “Remaining Securities”) may be sold by the Transferring Shareholder to such proposed Transferee, on terms no more favorable to the proposed Transferee than those set forth in the Transfer Notice, subject to Section 3.6, but only if such sale is consummated within 45 calendar days after the completion of the procedures set forth in Sections 3.1 through 3.4 (and after resolution of any purchase price valuation pursuant to Sections 3.7 or 3.8), and only if such sale is effected in accordance with applicable Laws. If the Remaining Securities are not Transferred within such 45-day period, or if it is proposed that such Remaining Securities are to be Transferred on terms (including but not limited to economic terms) more favorable to the proposed Transferee than those set forth in the Transfer Notice, then the Transferring Shareholder will not Transfer such Remaining Securities, and the Company shall not recognize any such Transfer, unless such Remaining Securities are first re-offered in accordance with this Section 3. The closing of any purchase and sale pursuant to Sections 3.1 through 3.4 will take place concurrently with the closing, if any, pursuant to Section 3.6, or as otherwise reasonably agreed by the buyers and sellers thereto.

3.6 Co-Sale Right.

(a) Participation Right. After completion of the procedures set forth in Sections 3.1 through 3.4, if (i) the Transferring Shareholder wishes to proceed with the Proposed Transfer of the Remaining Securities and (ii) such Proposed Transfer is not an Involuntary Transfer, then, to the extent such Remaining Securities are Shares, the Transferring Shareholder shall give prompt notice (the “Co-Sale Notice”) to the Investors who did not exercise a right of refusal pursuant to Section 3.2 or 3.3, and such Investors shall have the right (the “Co-Sale Right”), exercisable upon written notice to the Company, TiVo, and the Transferring Shareholder within 10 business days of delivery of the Co-Sale Notice, to participate in the Proposed Transfer of such Shares on the same terms and conditions thereof, as provided in this Section 3.6; provided that none of TiVo or any of its Affiliates may exercise the Co-Sale Right unless at least two other Investors exercise the Co-Sale Right.

(b) Participation Calculation. Each of the Investors who exercises its Co-Sale Right may Transfer all or any part of that number of Preferred Shares (if the Remaining Securities are Preferred Shares) or Common Shares (if the Remaining Securities are Common Shares) equal to the product obtained by multiplying (i) the aggregate number of Remaining Securities that are Shares, by (ii) a fraction, the numerator of which is the number of Common Shares (including Preferred Shares on an as-converted basis) owned by such Investor at the time of the Co-Sale Notice and the denominator of which is the sum of (A) the total number of Common Shares (including Preferred Shares on an as-converted basis) owned by

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all Investors who are exercising the Co-Sale Right, plus (B) the number of Common Shares (including Preferred Shares on an as-converted basis) owned by the Transferring Shareholder at such time. To the extent that one or more of the Investors exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the number of such Remaining Securities that the Transferring Shareholder may sell in the Proposed Sale shall be correspondingly reduced. By way of clarification but not limitation, there shall be no Co-Sale Right with respect to the rights of refusal set forth in Sections 3.1 through 3.4.

(c) Delivery of Certificates. Each Investor shall effect its exercise of its Co-Sale Right by delivering to the Transferring Shareholder for Transfer to the prospective Transferee one or more certificates, properly endorsed for transfer or accompanied by a duly executed share transfer form, representing the Shares to be Transferred; provided that such Shares shall be Transferred only after confirmation of receipt of the purchase price for such Shares by such Investor. Upon receipt thereof, the Company shall cause the Company’s Register of Members to be updated to reflect the Shares so Transferred. To the extent that any prospective Transferee(s) prohibit assignment or otherwise refuse to purchase Shares from the Investors, the Transferring Shareholder shall not sell to the prospective Transferee any Shares unless and until, simultaneously with the sale, the Transferring Shareholder purchases from the Investors in lieu thereof the Shares such Investors are entitled to transfer to such Transferee pursuant to the Co-Sale Right.

3.7 Valuation of Property. Should the purchase price specified in any Transfer Notice be payable in property other than cash or evidences of indebtedness, the Company, the Investors and the Common Holders, if any, exercising their rights pursuant to Sections 3.1 through 3.4 (the “Exercising Parties”) shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Shareholder and the Exercising Parties cannot agree on such cash value within 10 business days after the completion of the procedures set forth in Sections 3.1 through 3.4, the valuation shall be made by an appraiser of recognized standing selected jointly by the Transferring Shareholder and the Exercising Parties within 10 business days thereafter or, if they cannot agree on an appraiser, the Transferring Shareholder, on the one hand, and the Exercising Parties, on the other hand, shall, within a further 5 business days, each select an appraiser of recognized standing and the two appraisers shall, within 5 business days, designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. Any appraisal under this Section 3.7 shall be required to be made within 15 business days of the selection of such appraiser, and the cost of any such appraisal shall be shared equally by the Transferring Shareholder on the one hand and the Exercising Parties on the other hand.

3.8 Involuntary Transfers. If the Proposed Transfer in question is by operation of law or otherwise an involuntary transfer (including, without limitation, a Transfer incident to divorce, legal separation, bankruptcy or other proceedings, death or other involuntary transfer) (an “Involuntary Transfer”), the price per Offered Security payable pursuant to Sections 3.1 through 3.4 shall be the greater of (i) the original price paid by the Transferring Shareholder for such Offered Securities (As Adjusted) or (ii) the fair market value of such Offered Securities, which shall be a price determined by the Board in good faith, determined within 30 days after receipt by it of the Transfer Notice. If the Transferring Shareholder or his or her executor in good faith disagrees with such

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valuation, it shall be entitled to have the valuation determined by an independent appraiser mutually agreed to by the Transferring Shareholder or its executor and the Company. Any appraisal under this Section 3.8 shall be required to be made within 15 business days of the selection of such appraiser, and the cost of any such appraisal shall be borne solely by the Transferring Shareholder.

3.9 No Adverse Effect. A Shareholder’s exercise or non-exercise of its rights pursuant to Sections 3.1 through 3.8 shall not adversely affect its rights thereunder with respect to subsequent Proposed Transfers.

3.10 Share Status. Shares purchased by the Company pursuant to this Section 3 shall, on acquisition by the Company, cease to form part of the issued share capital but shall remain part of the Company’s authorized share capital available for reissue.

3.11 Exempt Transfers. This Section 3 shall not apply to any Transfers pursuant to Section 4 or Section 5 and shall not apply to any Permitted Transfers.

4.             TiVo Call Right.

4.1 Exercise. Unless waived in writing by TiVo in its sole discretion, at any time and from time to time after the five year anniversary of the Original Preferred Issue Date (as defined in the Articles), subject to acceleration pursuant to this Section 4, TiVo shall have the right (the “2009 Call Right”), exercisable by written notice to the Company (a “Call Notice”), to purchase, pursuant to this Section 4, in a single transaction, all, but not less than all, of the Securities of the Company that are not owned by TiVo or its controlled Affiliates or their successors and that are outstanding as of the Call Closing (as defined below) (collectively, the “Called Securities”). Unless waived in writing by TiVo or its successor in its sole discretion, at any time during the period beginning with ^[*]a TiVo Change in Control[*], TiVo or its successor shall have the right (the “Change in Control Call Right”), exercisable by a Call Notice, to purchase, pursuant to this Section 4, in a single transaction, all, but not less than all, of the Called Securities. Promptly after receipt of a Call Notice, the Company shall give written notice of such Call Notice to all holders of Called Securities. For purposes of this Section 4, each of the 2009 Call Right and the Change in Control Call Right shall be a “Call Right.”

4.2 Purchase Price. The purchase price for each Called Security (the “Call Purchase Price”) shall be:

(a) in connection with the 2009 Call Right, an amount equal to the proceeds that would be paid in respect of such Called Security if all of the outstanding Securities (subject to Section 4.5) of the Company (including for the avoidance of doubt those Securities held by TiVo and its Affiliates) were sold [*], and with such sale being treated as a “Liquidation Event” pursuant to Section 6A(ii)(2)(a)(i) of the Articles and the proceeds from such sale being divided among the holders of all of the outstanding Securities of the Company (including for the avoidance of doubt TiVo and its Affiliates), net of all applicable exercise prices and repurchase prices pursuant to Section 4.5, in accordance with Section 6A(ii)(2)(a)(i) of the Articles, or

^[*] 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) in connection with the Change in Control Call Right:

(1) if the Call Closing is on or before the one year anniversary of the Original Preferred Issue Date (as defined in the Articles), [^*].

(2) if the Call Closing is on or before the two year anniversary but after the one year anniversary of the Original Preferred Issue Date (as defined in the Articles), [*].

(3) if the Call Closing is on or before the five year anniversary but after the two year anniversary of the Original Preferred Issue Date (as defined in the Articles), [*].

4.3 Market Value of the Company. For purposes of the 2009 Call Right, the “Market Value of the Company” shall be, as of the date of the Call Notice related thereto: (i) if the Company is then a going concern, the equity value of the Company on a going concern basis that a willing buyer would pay a willing seller in an arms-length transaction, assuming that the Company were being sold in a manner designed to maximize bids, when neither the buyer nor the seller was acting under compulsion and when both have reasonable knowledge of the relevant facts, without any control premiums or illiquidity or minority interest discounts, or (ii) if the Company is not then a going concern, the equity value of the Company on a liquidation value basis. The Market Value of the Company shall be determined as follows:

(a) The Company and TiVo shall negotiate in good faith for a period of 10 business days from the date of delivery of the Call Notice (the “Negotiation Period”) to try to determine the Market Value of the Company. If, after such period, they do not agree on the Market Value of the Company, then each of the Company (excluding the Series B Directors from any Board vote), on the one hand, and TiVo, on the other hand, shall select an internationally recognized firm with substantial experience in valuing companies with the size, organization, assets, and a principal place of business similar to that of the Company (each, an “Advisor”), and each such Advisor shall deliver a written opinion with supporting materials as to the Market Value of the Company (an “Advisor’s Report”) to each of TiVo and to the Company within 10 business days (the “Opinion Period”) following the later of (1) 10 business days following the expiration of the Negotiation Period and (2) the earlier of (i) the date that the Call Purchase Agreement (as defined below) is agreed upon by the parties thereto and (ii) if pursuant to the last proviso of Section 4.4 there is a disagreement to be resolved pursuant to Section 12.2(b), the date that such disagreement is so resolved. For purposes of this Section 4.3, if the Market Value of the Company determined by an Advisor is presented in such Advisor’s Report as a range of values, then the Market Value of the Company for purposes of such Advisor’s Report shall be deemed to be the arithmetic average of such range.

^[*] 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 either Advisor fails to timely deliver its Advisor’s Report, then the Market Value of the Company shall be as determined by the Advisor that timely delivers its Advisor’s Report.

(c) If both Advisors timely deliver an Advisor’s Report, and if the amount of the difference between the Market Values is less than or equal to 10% of the arithmetic average of the two Market Values, then the Market Value of the Company shall be the arithmetic average of the two Market Values.

(d) If the amount of the difference between the Market Values is greater than 10% of the arithmetic average of the two Market Values, then the Company and TiVo shall negotiate in good faith for a period of 5 business days from the expiration of the Opinion Period to try to determine the Market Value of the Company. If, after such period, they do not agree on the Market Value of the Company, then the Advisors shall promptly and mutually appoint a third independent, internationally recognized firm with substantial experience in valuing companies with the size, organization, assets, and a principal place of business similar to that of the Company (the “Third Advisor”), which Third Advisor shall not have been engaged by the Company or TiVo or their respective controlled Affiliates in any capacity during the two-year period preceding the date of the Call Notice. Neither the Company nor TiVo nor their respective controlled Affiliates shall engage the Third Advisor for a two-year period after the engagement hereunder, unless waived by the other party. The Third Advisor will be instructed to deliver (to both TiVo and the Company) within 10 business days of its appointment an Advisor’s Report selecting which of the two valuations better approximates the Market Value of the Company, and such selected valuation shall be the Market Value of the Company.

(e) The determination of the Market Value of the Company pursuant to this Section 4.3 will be non-appealable, final and binding on the parties.

(f) Each of the Company and TiVo shall bear the fees and expenses of its Advisor, and they shall split equally the fees and expenses of the Third Advisor.

(g) Each Advisor and the Third Advisor shall have equal access to information provided by the Company and TiVo. The Company and TiVo shall cooperate with each other and with the Advisors and the Third Advisor and shall provide all information requested by the Advisors or the Third Advisor in connection with their valuation. The Company will provide TiVo, the Advisors and the Third Advisor with reasonable access to its facilities, personnel (including but not limited to its executive officers), books and records for purposes of determining the Market Value of the Company, during the Company’s normal business hours, provided that such access shall not unreasonably disrupt, or unreasonably interfere with, the Company’s ongoing operations. The Advisors and the Third Advisor shall, in determining the Market Value of the Company, consider all material information resulting from such diligence and access. The Company, TiVo and their respective Affiliates, agents and representatives shall be prohibited from communicating unilaterally with the Third Advisor.

4.4 Closing. The closing (the “Call Closing”) of the purchase and sale of the Called Securities (whether pursuant to the 2009 Call Right or the Change in Control Call Right)

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shall take place on a business day designated by TiVo or its successor, provided that TiVo or its successor will use its reasonable best efforts to cause the Call Closing to take place as expeditiously as practicable and in any event within 90 calendar days of (A) the determination of the Market Value of the Company pursuant to Section 4.3 (in the case of the 2009 Call Right) or (B) the exercise of the Change in Control Call Right (in the case of the Change in Control Call Right). At the Call Closing, TiVo or its successor will purchase the Called Securities from the holders thereof by paying, in the aggregate, the Call Purchase Price therefor, in cash and/or (in the case of the 2009 Call Right only) TiVo common stock; provided that if TiVo elects to pay some or all of the Call Purchase Price in TiVo common stock, then (a) the number of shares of TiVo common stock to be issued shall be determined based on the arithmetic average of TiVo’s closing stock price on the NASDAQ National Market during the 20 trading days immediately prior to the date of the Call Closing and (b) TiVo shall provide, with respect to such issued shares of TiVo common stock, the right within 3 months following the Call Closing to register all such shares on a Registration Statement on Form S-3, upon such other terms and conditions reasonably satisfactory to the holders of Called Securities (including the right of TiVo (1) to suspend the use of such Registration Statement for a maximum of 45 days in any 90-day period if TiVo’s board of directors determines in good faith that such suspension is necessary and (2) to defer the filing of such Registration Statement for up to 60 days if TiVo’s board of directors determines in good faith that it would be materially detrimental to TiVo for such Registration Statement to be filed). Each Shareholder and the Company shall take all necessary actions in connection with the consummation of the purchase and sale of the Called Securities as reasonably requested by TiVo or its successor, shall execute and deliver any agreements prepared in connection with such purchase and sale as reasonably requested by TiVo or its successor (provided that the agreement governing the purchase by, and sale to, TiVo or its successor of the Called Securities (the “Call Purchase Agreement”) will contain reasonable and customary (x) representations and warranties regarding the Company, and indemnification related thereto, by the Shareholders (provided that under no circumstances will such agreement contain any escrow or holdback provisions, and provided further that the aggregate liability of a Shareholder is capped (other than for fraud or willful misconduct) at the aggregate consideration received by such Shareholder in connection with such purchase and sale), and (y) other terms and conditions, all as agreed in good-faith by TiVo or its successor and such Shareholders; provided that if TiVo or its successor and such Shareholders cannot so agree on such reasonable and customary provisions, such disagreement will be resolved pursuant to Section 12.2(b) on a “fast track” basis (but with each of the time periods referenced therein shortened to five business days) and with TiVo or its successor as Claimant), and shall deliver to TiVo or its successor, at the Call Closing, all certificates or other instruments representing Called Securities duly endorsed for transfer to TiVo or its successor, or accompanied by a duly executed share transfer form.

4.5 Restricted Shares, Options, Warrants and Other Rights. In connection with the 2009 Call Right, except as otherwise agreed in writing by TiVo or its successor, (a) at the Call Closing, all options, warrants and other rights to acquire Securities that are unvested as of the Call Closing will terminate, and all unvested Shares will be repurchased by the Company at their original purchase price (and the Market Value of the Company will be reduced to reflect such repurchase), and (b) all options, warrants, and other rights to acquire Securities (other than Preferred Shares) that are vested as of the Call Closing will terminate as of the Call Closing unless converted, exchanged or exercised before or at the Call Closing. The Company agrees to include, as a term and condition of each agreement

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related to the purchase or issuance of restricted or unvested Shares, and as a term and condition of each Company option, warrant and other right to acquire Securities, that such Shares, options, warrants and other rights are subject to the terms of this Section 4, and the Company will require each recipient thereof to agree to be bound by and subject to this Section 4 with respect thereto.

4.6 Termination of Call. TiVo can terminate any exercise of its 2009 Call Right at any time (including but not limited to after determination of the Market Value of the Company) before the Call Closing; provided that, if TiVo so terminates any such exercise other than as a result of a material breach by the Company of its obligations under this Section 4, then (a) TiVo may not re-exercise the 2009 Call Right for a period of [*] from the date of such termination and (b) TiVo shall [*]; provided further that TiVo may not exercise the 2009 Call Right more than [*]in total (the “Call Cap”); provided further that any exercises pursuant to Section 4.8 shall not count towards the Call Cap.

4.7 Automatic Conversion of Preferred Shares. In connection with the Call Closing pursuant to the Change in Control Call Right, each Shareholder shall cause all of its Preferred Shares to be converted into Common Shares and shall vote (or cause to be voted) all Shares that such Shareholder then holds or controls in favor of an Automatic Conversion (as such term is defined in the Articles) and each Shareholder and the Company shall take such other actions as are necessary to cause, prior to the Call Closing, the conversion into Common Shares of all then outstanding Preferred Shares.

4.8 Business Scope Default. Regardless of Section 4.1 and 4.6, the 2009 Call Right will accelerate and become immediately exercisable by TiVo (a) if the Company or one of its subsidiaries pursues an Opportunity (as defined in Section 9.13(c) of the Investor Rights Agreement) in contravention of Section 9.13(c)(iii) of the Investor Rights Agreement or (b) if the Company or one of its subsidiaries otherwise breaches Section 9.13 of the Investor Rights Agreement and fails to cure such breach within 30 calendar days of receipt of written notice from TiVo of such breach.

4.9 Proxy. Each Shareholder hereby grants to TiVo and its successor an irrevocable proxy, coupled with an interest, to vote all of the Shares held by such Shareholder, and to take such other actions to the extent necessary to carry out the provisions of this Section 4, in the event of any breach or threatened breach of this Section 4 by such Shareholder, or its Affiliates, successors, custodians or assigns (provided that any disagreement pursuant to the last proviso in Section 4.4 that by the express terms thereof is to be resolved pursuant to Section 12.2(b) shall not be deemed a breach or threatened breach).

4.10 Interim Operations. Regardless of whether pursuant to the 2009 Call Right or the Change in Control Call Right, from the date of a Call Notice until the earlier of the Call Closing or the termination by TiVo (pursuant to Section 4.6) of the Call Right that is the subject of such Call Notice, the Company will operate its business in the ordinary course consistent with past practice. Any proposed action outside the ordinary course or that is inconsistent with past practice may only be taken with the consent of TiVo or its successor, which consent will not be unreasonably withheld or delayed.

^[*] 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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4.11 Restructuring of Call. At the request of TiVo or its successor, the Company and the Shareholders agree to restructure the Call Right (including both the 2009 Call Right and the Change in Control Call Right) in the form of an amalgamation or merger of the Company with TiVo or its successor or a wholly-owned subsidiary of TiVo or its successor, or a sale of all of the assets of the Company to one of them, as selected by TiVo or its successor, in any event for the same Call Purchase Price set forth in Section 4.2 and otherwise subject to the provisions of this Section 4, mutatis mutandis. If TiVo or its successor elects to so restructure the Call Right, TiVo or its successor will use its reasonable best efforts to restructure the Call Right in a reasonable manner that minimizes the tax impact of such restructuring on TiVo or its successor and the Shareholders, and TiVo or its successor shall cooperate in good faith with one legal advisor and one financial advisor, if any, designated by the holders of the Called Securities in examining alternative structures.

5.                  Drag-Along Agreement.

(a)         If Investors holding at least a majority of the aggregate number of originally issued Series A Preferred Shares (As Adjusted) and holding at least a majority of the aggregate number of originally issued Series B Preferred Shares (As Adjusted) (collectively, the “Drag-Along Holders”), vote for or otherwise consent to a bona fide consolidation or amalgamation or merger of the Company, a sale of all of the outstanding Shares of the Company then held by them, or the sale of all or substantially all of the assets of the Company, in any case to a third party that is not an Affiliate of any Drag-Along Holder, in a transaction or series of related transactions in which the consideration is paid entirely in cash and/or marketable securities, and in which the transaction is treated as a “Liquidation Event” pursuant to Section 6A(ii)(2)(a) of the Articles (each, a “Corporate Transaction”), then the Drag-Along Holders shall give notice of such vote or consent to the Company, which will give notice of such vote or consent to the Shareholders, and so long as each Shareholder’s liability (if any) in connection with the Corporate Transaction (i) is several and not joint, (ii) is pro rata based on the portion of the purchase price received by such Shareholder in the Corporate Transaction, and (iii) is capped (other than for fraud or willful misconduct) at the aggregate consideration received by such Shareholder in the Corporate Transaction:

(i)         At every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, each Shareholder shall vote (or cause to be voted) all Shares that such Shareholder then holds or controls in favor of approval of the Corporate Transaction and any matter that could reasonably be expected to facilitate the Corporate Transaction, and against any proposal for (1) any consolidation, recapitalization, amalgamation, merger, sale of shares, sale of assets or other business combination (other than the Corporate Transaction or in support thereof) or (2) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the definitive agreement(s) related to the Corporate Transaction or which could result in any of the conditions to the Company’s obligations under such agreement(s) not being fulfilled;

(ii)         If the Corporate Transaction is structured as (A) an amalgamation, merger, consolidation or sale of assets, then each Shareholder shall waive any

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dissenters’ rights, appraisal rights, right of judicial review, or similar rights in connection therewith, or (B) a sale of shares, then each Shareholder shall agree to sell all of the Securities of the Company held by such Shareholder on the terms and conditions approved by and applicable to the Drag-Along Holders; and

(iii)         Each Shareholder and the Company shall take all necessary actions in connection with the consummation of the Corporate Transaction as reasonably requested by the Drag-Along Holders, shall execute and deliver any agreements prepared in connection with such Corporate Transaction which agreements are executed by the Drag-Along Holders, and shall deliver, at the closing of any Corporate Transaction involving a sale of shares, all certificates representing Shares held or controlled by such Shareholder, duly endorsed for transfer or accompanied by a duly executed share transfer form.

(b)         Each Shareholder hereby grants to any Drag-Along Holder an irrevocable proxy, coupled with an interest, to vote all of the Shares held by such Shareholder, and to take such other actions to the extent necessary to carry out the provisions of this Section 5, in the event of any breach or threatened breach of this Section 5 by such Shareholder, or its Affiliates, successors, custodians or assigns.

(c)         Unless the holders of a majority of the then outstanding Common Shares consent in writing, the Preferred Shares will not be treated any more favorably than the Common Shares in connection with the Corporate Transaction except pursuant to the terms of the Articles as then in effect. The holders of Common Shares will receive no worse treatment than the holders of Preferred Shares with respect to representations, warranties and indemnification under the terms of the definitive agreements relating to the Corporate Transaction in light of the relative consideration received in the Corporate Transaction.

6.                  Lock-up. In connection with the Company’s Qualified IPO, each Shareholder, severally and not jointly, hereby agrees that such Shareholder shall not sell, pledge, hypothecate, hedge, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of any Securities of the Company without the prior written consent of the Company and any representative of the underwriter or underwriters selected for the underwriting of the Qualified IPO, for a period of time (not to exceed 180 days) following the effective date of the Registration Statement of the Company filed in connection with the Qualified IPO. The obligations of each Shareholder under this Section 6 shall be conditioned upon similar agreements being in effect with each officer, director, and holder of more than 1% of the fully-diluted, as-converted share capital of the Company. Each Shareholder hereby agrees to execute any lock-up agreement provided to it containing substantially the terms of this Section 6.

7.                  Legend; Stop Transfer Instructions.

7.1 Each certificate evidencing Shares now or hereafter owned by any Shareholder or permitted Transferee shall be endorsed with the following legend:

“THE SECURITY REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A SHARE TRANSFER AGREEMENT BY AND AMONG THE HOLDER OF THE SECURITY, THE COMPANY AND CERTAIN MEMBERS OF THE COMPANY, CONTAINING A CALL RIGHT ON SUCH SECURITIES AS WELL AS TRANSFER AND OTHER RESTRICTIONS, AND BY ACCEPTING ANY INTEREST IN SUCH SECURITY THE PERSON

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ACCEPTING SUCH SECURITY SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF SAID AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

The Shareholders agree that the Company may impose (or instruct its agent to impose) transfer restrictions on the Shares evidenced by such certificates to enforce the provisions of this Agreement, and the Company agrees promptly to do so. The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed, such legend from any such certificate and will place, or cause to be placed, such legend on any new certificate issued to represent Shares theretofore represented by a certificate carrying such legend or otherwise subject to this Agreement. The legend shall be removed only upon termination of the restrictions on transfer and voting in accordance with the terms of this Agreement.

7.2 The Register of Members shall be endorsed with the following legend during the term of this Agreement:

“CERTAIN OF THE SECURITIES OF THE COMPANY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHARE TRANSFER AGREEMENT BY AND AMONG THE HOLDER OF THE SECURITY, THE COMPANY AND CERTAIN MEMBERS OF THE COMPANY, CONTAINING A CALL RIGHT ON SUCH SECURITIES AS WELL AS TRANSFER AND OTHER RESTRICTIONS, AND BY ACCEPTING ANY INTEREST IN SUCH SECURITY THE PERSON ACCEPTING SUCH SECURITY SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF SAID AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

8.                  Other Covenants.

8.1 No Impairment. The Company agrees to use its reasonable best efforts to ensure that the rights granted hereunder are effective and that the parties hereto enjoy the benefits thereof. The parties will not, by any voluntary action or inaction, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by it, and each party will at all times in good faith assist and take action as appropriate in the carrying out of all of the provisions of this Agreement.

8.2 Future Shareholders. The Company shall require all of its present and future holders of Securities to become subject to this Agreement, to hold all of their Securities (whether now or hereafter acquired) subject to the terms, conditions and obligations contained herein, and to execute and deliver to the Company a Joinder Agreement in substantially the form of Exhibit A.

8.3 TiVo. TiVo agrees to cause TiVo Intl II to comply with its obligations under this Agreement and agrees that TiVo Intl II will remain a direct or indirect wholly-owned subsidiary of TiVo.

9.                  Termination. This Agreement shall terminate and be of no further force or effect upon a Qualified IPO, except that Section 6 (and Section 12 with respect thereto) shall survive the Qualified IPO in accordance with its terms.

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10.                  Confidentiality. The parties agree, severally and not jointly, to keep confidential the terms and conditions of this Agreement and shall not disclose the foregoing to any third party; provided that a party shall be permitted to disclose the foregoing (a) to such party’s investors, investment bankers, accountants, legal counsel, and bona fide prospective investors and lenders, in each case only where such Persons are under strict non-disclosure and non-misuse obligations imposed by agreement or applicable Law, (b) to the limited extent required by applicable Law in which case reasonable best efforts to consult with TiVo and the Company will be made prior to any such release or public statement to enable either to seek a protective order or otherwise prevent such disclosure, or (c) to the extent such information is already in the public domain through no fault of the party making such disclosure (with all Shareholders that are Affiliates of each other deemed a single party for purposes hereof); provided that if the Board determines in good-faith that such information is not in the public domain and gives written notice thereof to the Shareholders, then such information will be deemed not in the public domain.

11.                  Assignment. This Agreement, and the rights and obligations of a Shareholder hereunder, may be transferred or assigned by such Shareholder only to a Person to which Shares of the Company are properly Transferred by such Shareholder pursuant to Section 2, but only to the extent of such transfer, and provided that such Person executes and delivers to the Company a Joinder Agreement in the form of Exhibit A agreeing to become a party to this Agreement and bound by its terms and conditions. Except as otherwise provided herein, this Agreement and the rights and obligations of a party hereunder shall inure to the benefit of, and be binding upon, such party and its permitted transferees, successors, assigns, heirs, legatees, distributes and transferees by operation of law, whether or not such person has become a party to this Agreement or has agreed in writing to join herein. Upon a permitted Transfer, Schedule 1 attached hereto will be updated to reflect the then-current list of parties that hold Common Shares, Schedule 2 attached hereto will be updated to reflect the then-current list of parties that hold Series A Preferred Shares and/or Common Shares issuable upon conversion thereof, and Schedule 3 attached hereto will be updated to reflect the then-current list of parties that hold Series B Preferred Shares and/or Common Shares issuable upon conversion thereof, and the permitted transferee shall be deemed a Common Holder, Series A Holder or Series B Holder, as applicable, under this Agreement.

12.                  Miscellaneous.

12.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

12.2 Dispute Resolution. Any dispute among the parties and arising out of or relating to this Agreement will be resolved in accordance with the procedures specified in this Section. The parties intend that these provisions will be valid, binding, enforceable, exclusive and irrevocable and will survive any termination of this Agreement.

(a) Notification and Negotiation. Upon any dispute arising out of or relating to this Agreement (including but not limited to its application, interpretation, or any alleged breach hereunder), the party raising the dispute will give written notice to the other parties to the dispute describing the nature of the dispute following which the parties to such dispute shall attempt for a period of 10 business days to resolve such dispute by negotiation between executives who have authority to settle such dispute. All such negotiations shall be confidential and treated as compromise and settlement negotiations for purposes of any applicable rules of

19

evidence. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a party shall have the right to seek immediate injunctive relief pursuant to clause (c) without regard to any such 10-day negotiation period.

(b) Choice of Arbitral Forum and Rules: If the parties are unable to resolve their dispute pursuant to paragraph (a), such dispute shall be submitted to final and binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). Any such arbitration shall be conducted in San Jose, California before a single arbitrator of American citizenship and with substantial experience in resolving intellectual property and joint venture disputes under United States Laws, and who shall be appointed in accordance with the ICC Rules. At the written request of the Claimant in its Request for Arbitration, the arbitration shall be conducted on a “fast track” basis with the following expedited deadlines: the Respondent(s) shall have fifteen (15) days from receipt of the Request from the Secretariat of the ICC to file an Answer and any Counterclaim(s); the Claimant(s) shall have fifteen (15) days from the receipt of any Counterclaim to file a Reply; any party’s challenge to an arbitrator must be submitted to the ICC within fifteen (15) days of that party’s receipt of the notification of the appointment of the arbitrator, or within fifteen (15) days from the date the challenging party was informed of the facts on which such challenge is based if such date is subsequent to the receipt of such notification; the Arbitrator shall transmit the Terms of Reference to the ICC’s International Court of Arbitration (the “Court”) within 21 days of the Arbitrator’s receipt of the file from the Secretariat; and, in recognition of the urgency of the matter and likelihood of irreparable harm, the Arbitrator shall submit the draft Award to the Court as expeditiously as possible and subject to the time limits set forth in Article 24 of the ICC Rules.

(c) Temporary or Injunctive Relief: Notwithstanding the parties’ agreement to submit all disputes to final and binding arbitration before the ICC, the parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court of competent jurisdiction, provided, however, that any such action brought in the United States shall be filed exclusively in the United States District Court for the Southern District of New York, and the parties hereby irrevocably consent to the personal jurisdiction of such court and waive any objections to the jurisdiction of, or venue in, that forum. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief (with such relief effective until the arbitrator has rendered a final award) in order to protect any party’s rights under this Agreement or its intellectual property rights.

(d) Confirming the Award and Enforcing Judgment: The United States District Court for the Southern District of New York shall have exclusive jurisdiction within the United States to confirm any award issued by the arbitrator. Any arbitration award may also be confirmed and enforced in any court of competent jurisdiction outside of the United States.

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(e) Confidential Proceedings. Except as may be necessary to enter judgment upon the award or to the extent required by applicable Law, all claims, defenses and proceedings (including, without limiting the generality of the foregoing, the existence of the dispute and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any Person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any dispute relating to the arbitration hereunder (including, without limiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award) shall be filed under seal with the court, to the extent permitted by applicable Law.

(f) Waiver of Jury Trial. THE PARTIES HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

12.3 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.

12.4 Headings. The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

12.5 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature of such party on the signature page of this Agreement (or at such other address as such party may designate by 15 days’ advance written notice to the other parties to this Agreement given in accordance with this Section). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organisation, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

12.6 Waiver; Amendment. The waiver of any right, power or remedy under this Agreement requires only the written consent of the party waiving such right, power or remedy. Any

21

provision of this Agreement may be amended only by a written instrument signed by (a) the Company, (b) the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares then held by the Series A Holders, (c) the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares then held by the Series B Holders, (d) the holders of a majority of the Common Shares then held by the Common Holders, and (e) in the case of Section 4, TiVo. Regardless of the foregoing, no such amendment or waiver shall be required for the Company to amend this Agreement solely for the purposes of adding a Shareholder as a party to this Agreement and to be included in the applicable schedule hereto. Any amendment or waiver effected in accordance with this Section shall be binding upon each Shareholder and the Company.

12.7 No Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

12.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable Laws. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

12.9 Entire Agreement. This Agreement constitutes the entire agreement among the Company and the Shareholders relative to the subject matter of this Agreement. This Agreement replaces and supersedes all prior written or oral agreements, statements, correspondence, negotiations and understandings by and among the parties with respect to the matters covered by it.

12.10 No Presumption. The parties acknowledge that each party has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any party or its counsel.

12.11 Further Assurance. Each party agrees to cooperate fully with the other parties, to take such actions, to execute such further instruments, documents and agreements, and to give such further written assurances, as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.

12.12 Rights Cumulative. Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights,

22

powers and remedies which such party may have at Law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.

12.13 Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof.

12.14 Relationship. The parties intend that no partnership or joint venture is created hereby, that no party hereto will be a partner or joint venturer of any other party hereto for any purposes, and that this Agreement will not be construed to the contrary.

12.15 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

12.16 Interpretation. Unless a provision hereof expressly provides otherwise: (i) the term “or” is not exclusive; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) the terms “herein,” “hereof,” and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (iv) the term ”including” will be deemed to be followed by “, but not limited to,”; (v) the masculine, feminine, and neuter genders will each be deemed to include the others; (vi) the terms “shall,” “will,” and “agrees” are mandatory, and the term “may” is permissive; and (vii) the term “day” means “calendar day” unless the term “business day” is expressly used.

[Remainder of Page Intentionally Left Blank]

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

THE COMPANY

TGC, INC.
By:	/s/ Ta-Wei Chien
Name:	Ta-Wei Chien
Title:	Chairman and Chief Executive Officer
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail	________________________
With a copy to:
Shearman & Sterling LLP
1080 Marsh Road
Menlo Park, California 94025
U.S.A.
Attention: Carmen Chang, Esq.
Tel: 650-838-3600
Fax: 650-838-3699
E-mail: carmen.chang@shearman.com

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

COMMON HOLDER

	/s/ Ta-Wei Chien
Name:	Ta-Wei Chien
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

COMMON HOLDER

	/s/ Stella Teng
Name:	Stella Teng
Address:	[*]
Tel:	[*]
Fax:	_____________________
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

COMMON HOLDER

	/s/ Mike Yan Yeung
Name:	Mike Yan Yeung
Address:	[*]
Tel:	[*]
Fax:	_____________________
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

COMMON HOLDER

	/s/ Andrew Chao
Name:	Andrew Chao
Address:	[*]
Tel:	[*]
Fax:	_____________________
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

COMMON HOLDER

	/s/ Michael Minakami
Name:	Michael Minakami
Address:	[*]
Tel:	[*]
Fax:	_____________________
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

COMMON HOLDER

	/s/ Kong-Yeu Han
Name:	Kong-Yeu Han
Address:	[*]
Tel:	[*]
Fax:	_____________________
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

TGC INVESTMENT LIMITED
By:	/s/ Kong-Yeu Han
Name:	Kong-Yeu Han
Title:	Director
Address:	[*]
Tel:	[*]
Fax:	_____________________
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

	/s/ Ming Kang Hsu
Name:	Ming Kang Hsu
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	__________________________________

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

CHAIN BRIGHT LTD.
By:	/s/ Wang Shu-Lan
Name:	Wang Shu-Lan
Title:	Chief Financial Officer
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

D-LINK CORPORATION
By:	/s/ A.P. Chen
Name:	A.P. Chen
Title:	CFO
Address:	No. 8, Li-Shing 7th Rd.
	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

ALPHA NETWORKS INC.
By:	/s/ Harrison Chang
Name:	Harrison Chang
Title:	V.P. Finance and Admin. Center
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

TSC VENTURE CAPITAL CORPORATION
By:	/s/ Shang Tg Chan
Name:	Shang Tg Chan
Title:	Chairman
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	______________________________

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

SB ASIA INFRASTRUCTURE FUND, L.P.
By:	/s/ Andrew Yan
Name:	Andrew Yan
Title:	Authorized Signatory
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

MOBIUS TECHNOLOGY VENTURES VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

SOFTBANK U.S. VENTURES FUND VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

NEW ENTERPRISE ASSOCIATES 10, L.P.
By: NEA Partners 10, L.P., its General Partner
By:	/s/ Eugene A. Trainor, III
Name:	Eugene A. Trainor, III
Title:	Administrative General Partner &
	Chief Operating Officer
Address:	[*]
Tel:	________________________________
Fax:	________________________________
E-mail:	________________________________

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES A HOLDER

WK TECHNOLOGY FUND
WK TECHNOLOGY FUND IV
WK TECHNOLOGY FUND V
WK TECHNOLOGY FUND VI
WK TECHNOLOGY FUND VII
WK TECHNOLOGY FUND VIII
WK GLOBAL INVESTMENT LIMITED
WK GLOBAL INVESTMENT II LIMITED
WK GLOBAL INVESTMENT III LIMITED
By:	/s/ Eric Wang
Name:	Eric Wang
Title:	Authorized Signatory
Legal Address:	[*]
Mailing Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

SERIES B HOLDER

TIVO INTL II, INC.
By:	/s/ Mike Ramsay
Name:	Mike Ramsay
Title:	President and Chief Executive Officer
Address:	2160 Gold Street
	P.O. Box 2160
	Alviso, California 95002
	U.S.A.
	Attention: General Counsel
Tel:	408-519-9311
Fax:	408-519-5333
E-mail:	mattz@tivo.com
With copies to:
Maples and Calder, Attorneys-at-Law
Ugland House
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, British West Indies
Attention: Julian Reddyhough
Tel: 345-949-8066
Fax: 345-949-8080
E-mail: Julian.Reddyhough@maplesandcalder.com
and
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
U.S.A.
Attention: Howard H. Chao, Esq.
Tel: 650-473-2600
Fax: 650-473-2601
E-mail: hchao@omm.com

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

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

TIVO INC.

By:	/s/ Mike Ramsay
Name:	Mike Ramsay
Title:	President and Chief Executive Officer
Address:	2160 Gold Street
	P.O. Box 2160
	Alviso, California 95002
	U.S.A.
	Attention: General Counsel
Tel:	408-519-9311
Fax:	408-519-5333
E-mail:	mattz@tivo.com
With copies to:
Maples and Calder, Attorneys-at-Law
Ugland House
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, British West Indies
Attention: Julian Reddyhough
Tel: 345-949-8066
Fax: 345-949-8080
E-mail: Julian.Reddyhough@maplesandcalder.com
and
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
U.S.A.
Attention: Howard H. Chao, Esq.
Tel: 650-473-2600
Fax: 650-473-2601
E-mail: hchao@omm.com

SIGNATURE PAGE TO SHARE TRANSFER AGREEMENT

Schedule 1

HOLDERS OF COMMON SHARES

Ta-Wei Chien

Stella Teng

Mike Yeung

Andrew Chao

Mike Minakami

Kong-Yeu Han

[Remainder of Page Intentionally Left Blank]

Schedule 2

HOLDERS OF SERIES A PREFERRED SHARES

TGC Investment Limited

Ming Kang Hsu

Chain Bright Ltd.

D-Link Corporation

Alpha Networks Inc.

TSC Venture Capital Corporation

SB Asia Infrastructure Fund, L.P.

Mobius Technology Ventures VI L.P.

SOFTBANK U.S. Ventures Fund VI L.P.

Mobius Technology Ventures Advisors Fund VI L.P.

Mobius Technology Ventures Side Fund VI L.P.

New Enterprise Associates 10, L.P.

WK Technology Fund

WK Technology Fund IV

WK Technology Fund V

WK Technology Fund VI

WK Technology Fund VII

WK Technology Fund VIII

WK Global Investment Limited

WK Global Investment II Limited

WK Global Investment III Limited

[Remainder of Page Intentionally Left Blank]

Schedule 3

HOLDERS OF SERIES B PREFERRED SHARES

TiVo Intl II, Inc.

[Remainder of Page Intentionally Left Blank]

Exhibit A

JOINDER AGREEMENT

By executing and delivering this Joinder Agreement (this “Joinder”), the undersigned (the “Shareholder”) hereby becomes a party to, and irrevocably agrees to be bound by and comply with, the provisions of the Share Transfer Agreement of TGC, Inc., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), dated August 9, 2004, as it may be amended from time to time, as a: (check as applicable): [        ] Series A Holder, [        ] Series B Holder, or [        ] Common Holder.

The Shareholder agrees, both before and after the date hereof (i) to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to consummate and make effective the transaction contemplated by this Joinder, (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the transaction contemplated hereunder, and (iii) to cooperate with the Company in connection with the foregoing.

Accordingly, the undersigned has executed and delivered this Joinder as of                      ,         .

SHAREHOLDER

If individual:
	Name:
	Address:
	Tel:
	Fax:
If entity:
	By:
	Name:
	Title:
	Address:
	Tel:
	Fax:

ACKNOWLEDGED and ACCEPTED:

TGC, Inc.

By:

Name:

Title:

EX-10.3

Exhibit 10.3

Exhibit 10.3 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.

TGC, INC.

INVESTOR RIGHTS AGREEMENT

August 9, 2004

TGC, INC.

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of August 9, 2004, by and among TGC, Inc., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), the parties listed on Schedule 1 (the “Series A Holders”), the parties listed on Schedule 2 (the “Series B Holders”), and TiVo Inc., a Delaware corporation (“TiVo”). The Series A Holders and the Series B Holders are collectively referred to as the “Investors.”

RECITALS

A. The Company, the initial Investors, and TiVo have entered into a Securities Purchase Agreement of even date herewith providing for the sale by the Company, and the purchase by the initial Investors, of certain Preferred Shares (as defined below) of the Company (the “Purchase Agreement”).

B. The Company desires to induce the initial Investors to purchase the Preferred Shares by agreeing to the terms and conditions set forth herein, and a condition to the initial Investors’ obligations under the Purchase Agreement is that the Company and the initial Investors enter into this Agreement, a Share Transfer Agreement of even date herewith (the “Share Transfer Agreement”), a Voting Agreement of even date herewith (the “Voting Agreement”), and certain other agreements.

C. The Company, the Investors and TiVo desire to enter into this Agreement and to set forth certain rights and obligations of the Company and the Investors with respect to registration, participation, and other matters, according to the terms of this Agreement.

In consideration of the foregoing recitals and the mutual promises hereinafter set forth, the sufficiency and adequacy of which consideration the parties hereby acknowledge, the parties hereto, intending to be legally bound, agree as follows:

AGREEMENT

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

1.1 “Accounting Standards” means United States generally accepted accounting principles as then in effect.

1.2 “Affiliate” of any Person shall mean any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the specified Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if the other possesses, directly or indirectly, power either (i) to vote 50% or more of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

However, regardless of the foregoing and anything else contained herein, TiVo and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand, shall not be deemed Affiliates of each other for purposes of this Agreement.

1.3 “Articles” means the Company’s Memorandum of Association and Articles of Association, as amended from time to time.

1.4 “As Adjusted” means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization, or similar arrangement.

1.5 “Blue Sky Laws” means the Laws of any state regulating the sale of corporate securities within that state in the United States of America.

1.6 “Board” means the Company’s Board of Directors.

1.7 “business day” means any day other than a Saturday, Sunday or legal holiday in the State of New York in the United States of America.

1.8 “Code” means the U.S. Internal Revenue Code of 1986, as amended.

1.9 “Common Shares” means the common shares, par value US$0.0001 per share, of the Company.

1.10 “Common Director” has the meaning ascribed to such term in the Articles.

1.11 “Competitor of the Company” has the meaning ascribed to such term in the Share Transfer Agreement.

1.12 “Controls” means disclosure controls and procedures and internal controls over financial reporting of the Company and its subsidiaries.

1.13 “Director” means a director on the Board.

1.14 “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, all as from time to time in effect.

1.15 “Form F-3” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.16 “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

1.17 “Holder” means any Investor that holds then outstanding Registrable Securities.

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1.18 “Law” means all United States and non-United States federal, state, local, municipal, and other laws, statutes, constitutions, ordinances, codes, edicts, decrees, injunctions, stipulations, judgments, orders, rulings, rules, regulations, assessments, writs, and requirements whether temporary, preliminary or permanent, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental or Regulatory Authority.

1.19 “License Agreement” means that certain Intellectual Property and Technology Agreement, dated as of the date hereof by and among the Company, TiVo and TiVo Intl II.

1.20 “Person” means any individual, entity or group, including, but not limited to, any corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, or Governmental or Regulatory Authority.

1.21 “PRC” means the People’s Republic of China, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

1.22 “Preferred Shares” means the Series A Preferred Shares and Series B Preferred Shares.

1.23 “Pro Rata Share” means, with respect to any Investor, the ratio of (a) the total number of then outstanding Common Shares held by that Investor (including any Common Shares issuable upon conversion of any then outstanding Preferred Shares held by such Investor) to (b) the total number of then outstanding Common Shares (including all Common Shares issuable upon conversion of all then outstanding Preferred Shares).

1.24 “Qualified IPO” shall have the meaning ascribed to such term in the Articles.

1.25 “Register”, “Registered”, and “Registration” means a registration effected by preparing and filing a registration statement in respect of the securities of the Company in compliance with the Securities Act in the United States or by a comparable process pursuant to other applicable Laws in connection with a registration in a jurisdiction other than the United States (a “Registration Statement”), and the declaration or ordering of the effectiveness of that Registration Statement.

1.26 “Registrable Securities” means any Common Shares not previously sold to the public and (a) issued or issuable to the Investors upon conversion of any Preferred Shares or (b) issued or issuable pursuant to a bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement on any shares in clause (a), but in any case excluding any Shares for which Registration rights are not transferred as a result of the last sentence of Section 12.

1.27 “Registration Expenses” means (a) all expenses incurred by the Company in complying with Sections 4 and 5 of this Agreement, including, but not limited to, all United States federal and state and non-United States Registration, qualification, and filing fees, printing expenses, fees and disbursements of counsel for the Company, (b) reasonable fees and disbursements of one special counsel for all Holders not to exceed US$50,000 (if different from counsel to the Company) per Registration, (c) all Blue Sky Laws fees and expenses, and (d) all expenses in connection with any special audits incident to or required by any Registration, but excluding underwriters’ discounts and commissions.

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1.28 “Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.29 “SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

1.30 “Security” means a Share, a security convertible into or exercisable or exchangeable for a Share, a right to acquire a Share or any other security of the Company, any other security of the Company, or any interest in any of the foregoing.

1.31 “Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as from time to time in effect.

1.32 “Series A Director” has the meaning ascribed to such term in the Articles.

1.33 “Series A Preferred Shares” means the Series A Preferred Shares, par value US$0.0001 per share, of the Company.

1.34 “Series B Director” has the meaning ascribed to such term in the Articles.

1.35 “Series B Preferred Shares” means the Series B Preferred Shares, par value US$0.0001 per share, of the Company.

1.36 “Share” means any Common Share, any Preferred Share, and any other share capital of the Company, now or hereafter existing.

1.37 “shareholder” means a Member (as defined in the Articles) of the Company.

1.38 “TiVo Intl II” means TiVo Intl II, Inc., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands.

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1.39 The following terms have the meaning given to them in the referenced section:

Advisor	Section 9.14(a)
Agreement	Preamble
Annual Field Work Data	Section 9.2(d)
Common Holder	Section 4.6
Company	Preamble
Financial Controls Maintenance Right	Section 9.2(d)
Cost Sharing Person	Section 9.5
Court	Section 15.2(b)
Damages	Section 8.1
FPHC	Section 9.15
Final Prospectus	Section 8.1
Foreign Official	Section 9.14(a)
Formation	Section 9.12(a)
Fully-Participating Investor	Section 2.2
ICC Rules	Section 15.2(b)
Initiating Holders	Section 4.1
Investor	Preamble
Investor Offeree	Section 2.1
Issuance Notice	Section 2.2
New Securities	Section 2.1
Opportunity	Section 9.13(c)
PFIC	Section 9.15
Participating Investor	Section 2.2
Purchase Agreement	Recitals
Remaining New Securities	Section 2.2
Removal Documents	Section 9.12(d)
Requesting Holders	Section 4.2
Right of Participation	Section 2.1
Series A Holders	Preamble
Series B Holders	Preamble
Share Transfer Agreement	Recitals
Subsidiary	Section 9.12(c)
Subsidiary Board	Section 9.12(c)
Underwriter’s Representative	Section 4.3(b)
U.S. Investor	Section 9.15
U.S. Person	Section 9.15
U.S. Shareholder	Section 9.15
Voting Agreement	Recitals
Quarterly Field Work Data	Section 9.2(d)
WFOEs	Section 9.12(a)

2. New Securities; Right of Participation.

2.1 Right of Participation With Respect to New Securities. The Company grants to each Investor that, together with its Affiliates, either then holds at least 2% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares (As Adjusted, and calculated on an as-converted basis) or then holds at least 2% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares (As Adjusted, and calculated on an as-converted basis) (each, an “Investor Offeree”), the right of participation (the “Right of Participation”) to purchase up to its Pro Rata Share of any Securities that the Company may, from time to time, propose to sell or issue (“New Securities”). The Investor Offerees may purchase such New Securities on the same terms, at the same price, and at the same closing at which the Company proposes to issue or sell the New Securities.

2.2 Notice. If the Company proposes to issue or sell New Securities, it shall give each Investor Offeree written notice (the “Issuance Notice”) of its intention, describing the type of New Securities, the price, the terms upon which the Company proposes to issue or sell the New Securities, the number which each Investor Offeree is entitled to purchase pursuant to its Right of Participation, and a statement that such Investor Offeree shall have 10 calendar days to respond to the Issuance Notice. Each Investor Offeree shall have 10 calendar days from the date of receipt of the Issuance Notice to exercise its Right of Participation (with respect to any amount up to its Pro Rata Share) for the price and

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upon the terms specified in the Issuance Notice by giving written notice to the Company. If one or more Investor Offerees have not elected to purchase its entire Pro Rata Share within such 10-day period, the Company shall provide to each Investor Offeree that did elect to purchase its entire Pro Rata Share of New Securities (each, a “Fully-Participating Investor”), within 5 business days after such 10-day period ends, a schedule setting forth (i) the amount of New Securities subscribed for, (ii) the purchasers thereof (each a “Participating Investor”), and (iii) the number of New Securities subscribed for by each Participating Investor. Each Fully-Participating Investor shall thereafter have an additional 5 business day period to elect to purchase any or all of such New Securities offered to, but not subscribed for by, the other Investor Offerees (the “Remaining New Securities”), for the purchase price and upon the terms specified in the Issuance Notice, by giving written notice to the Company during such period and stating therein the number of such New Securities to be purchased; provided that if the Fully-Participating Investors desire to purchase in aggregate more than the Remaining New Securities, then the Remaining New Securities shall be allocated among the Fully-Participating Investors in proportion to their relative Pro Rata Share.

2.3 Sale of New Securities. The Company shall have 60 calendar days after the expiration of the periods specified in Section 2.2 to offer the portion of the New Securities not subscribed for by Participating Investors pursuant to Section 2.2 at a price and upon the terms no more favorable to the purchasers of the New Securities than those specified in the Issuance Notice. If the Company does not enter into a definitive, binding agreement for the sale of such portion of the New Securities within such period, or if such agreement is not consummated within 15 business days of the execution thereof, each Investor Offeree will be released from any exercise of its Right of Participation with respect to such New Securities as of the expiration of such period, the Right of Participation will be deemed to be revived with respect to such New Securities, and such New Securities will not be offered or sold unless first reoffered to the Investor Offerees pursuant to Section 2.1.

2.4 Exempt Issuances. The Right of Participation will not apply to New Securities issued (1) pursuant to the Purchase Agreement, (2) upon conversion of Preferred Shares; (3) to officers, directors, and employees of, and advisers and consultants to the Company pursuant to share purchase or share option plans or arrangements or other incentive share arrangements approved by the Board, but only up to 8,071,429 Common Shares (As Adjusted) in the aggregate, unless such amount is increased with the approval of the holders of a majority of the then outstanding Series A Preferred Shares and the holders of a majority of the then outstanding Series B Preferred Shares, each voting as a separate class; (4) in connection with a bona fide business acquisition by the Company, whether by amalgamation, merger, consolidation, purchase of assets or otherwise, or to corporate and strategic partners pursuant to agreements entered into by the Company primarily for non-equity financing purposes, or to lenders, real estate lessors, and equipment lessors pursuant to agreements entered into by the Company primarily for non-equity financing purposes, in any case only if approved by majority vote of the whole Board, and provided that the aggregate amount of Securities covered by this clause (4) may not exceed more than 3% of the Company’s then outstanding share capital (on a fully-diluted, as-converted basis) without the approval of the holders of a majority of the then outstanding Series A Preferred Shares and the holders of a majority of the then outstanding Series B Preferred Shares, each voting as a separate class; (5) in a Qualified IPO; (6) pursuant to a share bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement; (7) with respect to all of the Series A Holders, as specifically

6

excluded from the Right of Participation by the vote or written consent of the holders of a majority of the then outstanding Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares; or (8) with respect to all of the Series B Holders, as specifically excluded from the Right of Participation by the vote or written consent of the holders of a majority of the then outstanding Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares.

2.5 Prohibited Issuances. Regardless of the foregoing, no New Securities may be offered or sold to a Competitor of the Company without the prior written consent of the Common Director and the prior written consent of the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares.

3. Registration Rights Generally. The Registration rights and covenants set forth in Sections 4 through 8 relate primarily to the Registration of securities in the United States. If the Company effects a Qualified IPO in a jurisdiction outside of the United States, the Investors agree for themselves and their transferees that the Company shall not be required to register the Registrable Securities under the Securities Act, but may instead (to the extent available) provide comparable Registration rights and covenants in the jurisdiction in which it made the Qualified IPO.

4. Demand Registration.

4.1 Request for Registration on Form Other Than Form F-3. If the Company receives from Holders of at least 25% of the Registrable Securities then outstanding (the “Initiating Holders”), at any time beginning on the earlier of (1) August 9, 2009 (but only so long as a Call Right set forth in Section 4 of the Share Transfer Agreement is not being exercised) or (2) six months after the effective date of the Registration Statement pertaining to the Company’s initial underwritten public offering of the Common Shares filed with and declared effective by either the SEC under the Securities Act or another Governmental or Regulatory Authority for a Registration in a jurisdiction other than the United States, a written request that the Company effect any Registration, in any jurisdiction in which the Company has had a registered underwritten public offering (or, if the Company has not yet had a registered underwritten public offering, then such request may be to effect such Registration on the New York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved by the holders of at least two-thirds of the then outstanding Series A Preferred Shares and the holders of at least two-thirds of the then outstanding Series B Preferred Shares, each voting as a separate class), with respect to all or a part of the Registrable Securities on a form other than Form F-3 (or any successor form to Form F-3, or any comparable form for a Registration in such jurisdiction other than the United States), the reasonably anticipated aggregate price to the public of which would not be less than US$10,000,000 (before deduction of underwriting discounts and commissions), the Company shall (i) give prompt written notice of the proposed Registration to all other Holders, and (ii) as soon as practicable, use its reasonable best efforts to effect the Registration of the Registrable Securities specified in the request of the Initiating Holders, together with any Registrable Securities as are specified in a written request of such other Holders given within 15 business days after such written notice from the Company is delivered to such Holders. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 4.1 after the Company has effected two (2) Registrations pursuant to this Section 4.1; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 4.1 is not

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consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 4.1.

4.2 Request for Registration on Form F-3. If Holders (the “Requesting Holders”) request that the Company file a Registration Statement on Form F-3 (or any successor form to Form F-3, or any comparable form for a Registration in a jurisdiction other than the United States, in either case where the Company has had an underwritten public offering of Common Shares) for a public offering of shares of Registrable Securities, the reasonably anticipated aggregate price to the public of which would not be less than US$1,000,000 (before deduction of underwriting discounts and commissions), and the Company is entitled to use Form F-3 or a comparable form to Register the Registrable Securities, the Company shall (i) give prompt written notice of the proposed Registration to all other Holders, and (ii) as soon as practicable, use its reasonable best efforts to effect the Registration of the Registrable Securities specified in the requests of Requesting Holders, together with any Registrable Securities as are specified in a written request of such other Holders given within 15 business days after such written notice from the Company. The Company shall not be required to effect more than two Registrations pursuant to this Section 4.2 in any 12 month period; provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 4.2 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such Registration, such Registration shall not be deemed to constitute a Registration for purposes of this sentence.

4.3 Underwriting in Demand Registration.

(a) Notice of Underwriting. If the Holders intend to distribute the Registrable Securities covered by their Registration pursuant to Section 4.1 or 4.2 by means of an underwriting, they shall so advise the Company as a part of their notice to the Company, and the Company shall include that information in the written notice to the other Holders. The right of any Holder to participate in any Registration pursuant to Section 4.1 or 4.2 shall be conditioned upon that Holder’s agreement to participate in the underwriting and the inclusion of that Holder’s Registrable Securities in the underwriting.

(b) Selection of Underwriter in Demand Registration. The Company shall (together with all Holders proposing to distribute their Registrable Securities through the underwriting) enter into an underwriting agreement in customary form with the representative (“Underwriter’s Representative”) of the underwriter or underwriters selected for the underwriting by the Holders of a majority of the Registrable Securities being Registered and agreed to by the Company, which agreement by the Company will not be unreasonably withheld or delayed.

(c) Marketing Limitation in Demand Registration. If the Underwriter’s Representative advises the Holders that market factors (including, but not limited to, the aggregate number of Common Shares requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten thereto, and the number of shares to be included in the Registration shall be allocated first among

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all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that the number of shares of Registrable Securities held by Holders to be included in such underwriting pursuant to Section 4.1 or 4.2 will not be reduced unless all other securities are first entirely excluded from the underwriting.

(d) Right of Withdrawal in Demand Registration. If any Holder disapproves of the terms of the underwriting, that Holder may elect to withdraw therefrom by written notice to the Company, the Underwriter’s Representative, and the Initiating Holders or Requesting Holders delivered at least five days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement. If securities are so withdrawn from the Registration, and if the number of securities to be included in such Registration was previously reduced as a result of marketing factors pursuant to Section 4.3(c), then the Company shall offer to all Holders who were so reduced the right to include additional Registrable Securities in the Registration in an aggregate amount equal to the number so withdrawn, with such securities to be allocated first among such Holders in proportion to the respective amounts of Registrable Securities reduced pursuant to Section 4.3(c).

4.4 Right of Deferral. Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to Section 4.1 or 4.2:

(a) during the period starting with the date of filing by the Company of, and ending on a date one hundred eighty (180) days following the effective date of, a Registration Statement pertaining to a public offering of Common Shares whether for the account of the Company, or on behalf of selling shareholders under any other registration rights agreement; provided that the Holders are entitled to join such Registration pursuant to Section 5, unless such Registration is pursuant to a Rule 145 transaction or an offering solely to employees.

(b) if the Company, within ten days of the receipt of the request of any Initiating Holder(s) or Requesting Holder(s), gives notice of its bona fide intention to effect the filing of a Registration Statement with the SEC (or comparable regulatory agency for a Registration in a jurisdiction other than the United States) within 45 days of receipt of that request; provided that the Company is actively employing in good faith all reasonable efforts to cause that Registration Statement to become effective; provided further that the Holders are entitled to join such Registration pursuant to Section 5, unless such Registration is pursuant to a Rule 145 transaction or an offering solely to employees; or

(c) if the Company furnishes to the Initiating Holders or the Requesting Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company or its shareholders for a Registration Statement to be filed in the near future.

In each of the above instances set forth in (b) or (c) above, the Company’s obligation to use its reasonable best efforts to file a Registration Statement in response to the Holders’ request therefor shall be deferred for a period not to exceed 90 days from the receipt of such request; provided that the Company shall not exercise the right contained in this

9

Section 4.4 more than once in any twelve month period; provided further, that, in the case of a Company delay pursuant to clause (c), during such 90-day period the Company shall not file a Registration Statement with respect to the public offering of securities of the Company.

4.5 Other Securities Laws in Demand Registration. Upon any Registration pursuant to this Section 4, the Company shall exercise its reasonable best efforts to Register and qualify the securities covered by the Registration Statement under the applicable securities Laws of any other jurisdictions as shall be reasonably appropriate for the distribution of the securities; provided that (a) the Company shall not be required to do business or to file a general consent to service of process in any such state or jurisdiction; and (b) notwithstanding anything in this Agreement to the contrary, if any jurisdiction in which the Registrable Securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling Holders, the expenses shall be payable pro rata by the selling Holders according to the number of Registrable Securities sold by them under such Registration Statement.

4.6 Registration Rights For Holders of Common Shares. The Company may permit any holder of at least 20% of the Common Shares then outstanding (each, a “Common Holder”) to Register all or a portion of the Common Shares held by such Common Holder pursuant to a Registration Statement filed by the Company in accordance with this Section 4; provided that such Common Holder executes and delivers to the Company an agreement to be bound by the restrictions and limitations hereof related to such Registration; provided further that, if the Underwriter’s Representative limits the number of Registrable Securities to be included in such Registration pursuant to Section 4.3(c), then all Common Shares held by the Common Holders shall be excluded from such Registration first before any Registrable Securities held by any Holders are excluded from such Registration. By way of clarification but not limitation, the Common Holders will not be entitled to initiate any Registration pursuant to Section 4 nor participate in any decisions related to the selection of the underwriter, the withdrawal of such Registration, or other matters to be decided by the Holders related to such Registration.

5. Piggyback Registration.

5.1 Notice of Piggyback Registration and Inclusion of Registrable Securities. Subject to the terms of this Agreement, if the Company decides to Register any of its Common Shares (either for its own account or the account of anyone other than an Investor) in connection with a public offering of such Common Shares solely for cash (other than a registration in a Rule 145 transaction, pursuant to a Registration on Form F-4, or an offering solely to employees), the Company shall (a) promptly give each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify those Common Shares under applicable Blue Sky Laws or other securities Laws) and (b) include in that Registration (and any related qualification under Blue Sky Laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request delivered to the Company by any Holder within 15 business days after delivery of the written notice from the Company, subject to Section 5.2 hereof.

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5.2 Underwriting, in Piggyback Registration.

(a) Notice of Underwriting in Piggyback Registration. If the Registration of which the Company gives notice involves an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 5.1, and the right of any Holder to participate in the Registration shall be conditioned upon the underwriting and the inclusion of that Holder’s Registrable Securities in the underwriting, to the extent provided in this Section 5.2. All Holders proposing to distribute their Registrable Securities through the underwriting shall (together with the Company and the other holders distributing their securities through the underwriting) enter into an underwriting agreement with the Underwriter’s Representative for that offering. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 5.

(b) Marketing Limitation in Piggyback Registration. If the Underwriter’s Representative advises the Company and the Holders seeking Registration of Registrable Securities pursuant to this Section 5 in writing that market factors (including, but not limited to, the aggregate number of Common Shares requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter’s Representative (subject to the allocation priority set forth in Section 5.2(c)) may:

(i) in the case of the Company’s initial public offering, exclude all of the Registrable Securities proposed to be included in the Registration; and

(ii) in the case of any Registered public offering subsequent to the Company’s initial public offering, limit the number of Registrable Securities to be included in the Registration and underwriting so that the number of Registrable Securities so included is not less than 30% (or such lesser amount as agreed to by the holders of a majority of the then outstanding Registrable Securities to be included in such Registration) of the aggregate securities included in the Registration.

(c) Allocation of Shares in Piggyback Registration. No Registrable Securities held by a Holder shall be excluded from any Registration pursuant to this Section 5 unless all other Securities (other than Common Shares to be issued by the Company for its own account) are first entirely excluded from such Registration. If the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 5.2(b), the number of shares to be included in the Registration shall be allocated first among all Holders requesting and legally entitled to include securities in that Registration, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 5.2(c) shall be included in the Registration Statement.

(d) Withdrawal in Piggyback Registration. If any Holder disapproves of the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the Underwriter’s Representative delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwriting shall be withdrawn from the Registration.

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(e) Termination. The Company shall have the right to terminate or withdraw any Registration under Section 5.1 prior to the effectiveness of such Registration whether or not any Holder has elected to include Registrable Securities in such Registration.

(f) Registration Rights For Holders of Common Shares. The Company may permit any Common Holder to Register all or a portion of the Common Shares held by such Common Holder pursuant to a Registration Statement filed by the Company in accordance with this Section 5; provided that such Common Holder executes and delivers to the Company an agreement to be bound by the restrictions and limitations hereof related to such Registration; provided further that, if the Underwriter’s Representative limits the number of Registrable Securities to be included in such Registration pursuant to Section 5.2(c), then all Common Shares held by the Common Holders shall be excluded from such Registration first before any Registrable Securities held by any Holders are excluded from such Registration. By way of clarification but not limitation, the Common Holders will not be entitled to initiate any Registration pursuant to Section 5 nor participate in any decisions related to the selection of the underwriter, the withdrawal of such Registration, or other matters to be decided by the Holders related to such Registration.

6. Other Agreements Related to Registration Rights.

6.1 Expenses of Registration. All Registration Expenses shall be borne by the Company; provided that (i) the excess fees and disbursements of one special counsel for all Holders not borne by the Company will be borne by the Holders that have included Registrable Securities in such Registration, pro rata based on the number of Registrable Securities so included, (ii) if a Registration request pursuant to Section 4 is subsequently withdrawn at the request of the Holders of a number of shares of Registrable Securities such that the remaining Holders requesting Registration would not have been able to request Registration under Section 4, such withdrawing Holders shall bear such Registration Expenses, unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration under Section 4. The Holders shall bear and pay the underwriting commissions and discounts applicable to Registrable Securities offered for their account in connection with any Registrations pursuant to this Agreement.

6.2 Information Furnished by Holder. With respect to a Holder, it shall be a condition precedent of the Company’s obligations under Sections 4 and 5 that such Holder furnish to the Company information regarding such Holder, the Registrable Securities held by such Holder, and the intended method of disposition of such Registrable Securities by such Holder, as the Company may reasonably request.

6.3 Rule 144. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3, the Company agrees that, if the Company effects an initial public offering in the United States, it shall:

(a) use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 90 days after the effective date of the first Registration Statement filed by the Company for the offering of its securities to the public;

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(b) take all reasonable action including the voluntary Registration of its Common Shares under Section 12 of the Exchange Act, necessary to enable the Holders to utilize Form F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first Registration Statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d) use its reasonable best efforts to furnish to any Holder, so long as the Holder owns any Registrable Securities, promptly upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after 90 days after the effective date of the first Registration Statement filed by the Company) or of the Securities Act and the Exchange Act (at any time after it has become subject to those reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and any other reports and documents filed by the Company as such Holder may reasonably request; and (iii) any other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any securities without Registration or pursuant to that form.

6.4 Other Reports. For a Registration in a jurisdiction other than the United States, the Company shall take actions similar to those set forth in paragraphs (a), (b), (c) and (d) of Section 6.3 above if needed to make available to Holders the benefits of the corresponding provision or provisions of that jurisdiction’s securities Laws.

6.5 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a two-thirds majority of the then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any Securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any Registration filed under Section 4 or 5 hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such Registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included therein or (b) to initiate a demand Registration.

6.6 Lock-up. In connection with the Company’s Qualified IPO, each Holder, severally and not jointly, hereby agrees that such Holder shall not sell, pledge, hypothecate, hedge, make any short sale of, loan, grant any option for the purchase of, or otherwise transfer or dispose of any Securities of the Company without the prior written consent of the Company and any representative of the underwriter or underwriters selected for the underwriting of the Qualified IPO, for a period of time (not to exceed 180 days) following the effective date of the Registration Statement of the Company filed in

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connection with the Qualified IPO. The obligations of the Holders under this Section 6.6 shall be conditioned upon similar agreements being in effect with each officer, director, and holder of more than 1% of the fully-diluted, as-converted share capital of the Company. Each Holder hereby agrees to execute any lock-up agreement provided to the Holder containing substantially the terms of this Section 6.6.

6.7 Legend; Stop Transfer Instructions.

(a) Each certificate evidencing Registrable Securities now or hereafter owned by any Holder shall be endorsed with the following legend:

“THE SECURITY REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTOR RIGHTS AGREEMENT BY AND AMONG THE HOLDER OF THE SECURITY, THE COMPANY AND CERTAIN MEMBERS OF THE COMPANY, CONTAINING TRANSFER AND OTHER RESTRICTIONS, AND BY ACCEPTING ANY INTEREST IN SUCH SECURITY THE PERSON ACCEPTING SUCH SECURITY SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF SAID AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

The Holders agree that the Company may impose (or instruct its agent to impose) transfer restrictions on the Registrable Securities evidenced by such certificates to enforce the provisions of this Agreement, and the Company agrees to do so promptly. The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed, such legend from any such certificate and will place, or cause to be placed, such legend on any new certificate issued to represent Registrable Securities theretofore represented by a certificate carrying such legend or otherwise subject to this Agreement. The legend shall be removed only upon termination of the restrictions on transfer and voting in accordance with the terms of this Agreement.

(b) The Register of Members shall be endorsed with the following legend during the term of this Agreement:

“CERTAIN OF THE SECURITIES OF THE COMPANY ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTOR RIGHTS AGREEMENT BY AND AMONG THE HOLDER OF THE SECURITY, THE COMPANY AND CERTAIN MEMBERS OF THE COMPANY, CONTAINING TRANSFER AND OTHER RESTRICTIONS, AND BY ACCEPTING ANY INTEREST IN SUCH SECURITY THE PERSON ACCEPTING SUCH SECURITY SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF SAID AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

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7. Registration Procedures and Obligations of the Company. Whenever required under this Agreement to effect the Registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC (or comparable regulatory agency for a Registration in a jurisdiction other than the United States) a Registration Statement with respect to those Registrable Securities and use its reasonable best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective for 120 days, or, if earlier, until the distribution thereunder has been completed;

(b) Prepare and file with the SEC (or comparable regulatory agency for a Registration in a jurisdiction other than the United States), amendments and supplements to that Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act (or other applicable Law in a jurisdiction other than the United States) with respect to the disposition of all securities covered by the Registration Statement;

(c) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by the Securities Act (or other applicable Law in a jurisdiction other than the United States), and any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them that are contained in such prospectus;

(d) Use its reasonable best efforts to Register and qualify the Securities covered by the Registration Statement under such other securities or Blue Sky Laws of any other jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or file a general consent to service of process in any such states or jurisdictions;

(e) Upon any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

(f) Notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and a CUSIP number (or corresponding identification as applicable) for all those Registrable Securities, in each case not later than the effective date of the Registration;

(h) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date such Registrable Securities are

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delivered to the underwriter for sale in connection with a Registration pursuant to this Agreement, (i) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of the Registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the holders of a majority of the Registrable Securities Registered, and (ii) a letter dated the date of the sale, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the holders of a majority of the Registrable Securities Registered; and

(i) Take all reasonable action necessary to list the Registrable Securities on the primary exchange upon which the Company’s securities are then traded.

8. Indemnification in Registrations.

8.1 Company’s Indemnification of Holders. To the maximum extent permitted by applicable Law, the Company shall indemnify each Holder, each of its officers, directors, and constituent partners, and each Person controlling that Holder, with respect to which Registration, qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each Person who controls any underwriter against all claims, losses, damages, liabilities, expenses, or actions in respect thereof to which they may become subject (collectively, “Damages”) to the extent the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final prospectus or other document (including any Registration Statement), or amendment and supplement thereto incident to any Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of any rule or regulation under the Securities Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which the Registration, qualification, or compliance occurred, applicable to the Company and relating to action or inaction required of the Company in connection with such Registration, qualification, or compliance, and the Company shall reimburse each Holder, each underwriter, and each Person who controls any officers, directors, Holder or underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action (but not in excess of expenses incurred in respect of one counsel for all of them unless there is a potential conflict of interest of reasonable probability or an actual conflict of interest between any indemnified parties, in which case the indemnified parties may be represented by separate counsel); provided that the indemnity contained in this Section 8.1 shall not apply to amounts paid in settlement of any claims for Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld or delayed); provided further, that the Company will not be liable in any case to the extent that any Damages arise out of or are based upon any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by a Holder, underwriter, or controlling Person and stated in writing to be for use in connection with the offering of securities of the Company; provided further, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or the amended prospectus filed

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with the SEC pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity shall not inure to the benefit of (i) any underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the Damages at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the Damages or (ii) any Holder, if there is no underwriter and if a copy of the Final Prospectus was furnished to such Holder and was not subsequently furnished by such Holder to the Person asserting the Damages at or prior to the time that such action is required by the Securities Act, if the Final Prospectus would have cured the defect giving rise to the Damages.

8.2 Holder’s Indemnification of Company. To the maximum extent permitted by applicable Law, each Holder shall, if Registrable Securities held by that Holder are included in the securities as to which Registration, qualification or, compliance is being effected pursuant to this Agreement, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such Registration Statement, each Person who controls the Company or underwriter within the meaning of the Securities Act, and each other Holder selling securities in such Registration, each of its officers, directors, and constituent partners, and each Person controlling the other Holder, against all Damages which they may suffer that arise out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement, preliminary or final prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Holder of any rule or regulation promulgated under the Securities Act, Exchange Act, applicable Blue Sky Laws, or other applicable Laws in the jurisdiction other than the United States in which such Registration, qualification, or compliance occurred, applicable to the Holder and relating to action or inaction required of the Holder in connection with such Registration, qualification, or compliance and shall reimburse the Company, those Holders, each of its directors, officers, each Person who controls the Company within the meaning of the Securities Act, and each other Holder, each of its officers, directors and constituent partners, and each Person controlling the other Holders for any legal and any other expenses reasonably incurred by such Person in connection with investigating or defending any claim, loss, damage, liability, or action (but not in excess of expenses incurred in respect of one counsel for all of them unless there is a potential conflict of interest of reasonable probability or an actual conflict of interest between any indemnified parties, in which case the indemnified parties may be represented by separate counsel), but in each case to the extent and only to the extent that such actions occur in reliance on and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such Registration; provided that, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the SEC at the time the Registration Statement becomes effective or in the Final Prospectus, such indemnity shall not inure to the benefit of (i) any underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the Damages at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the Damages or (ii) any Holder, if there is no underwriter and if a copy of the Final Prospectus was furnished to such Holder and was not subsequently furnished by such Holder to the Person asserting the Damages at or prior to the time that such action is required by the Securities Act, if the Final Prospectus would have cured the defect giving rise to the Damages; provided further that the indemnity contained in this Section 8.2 by

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a Holder shall not apply to amounts paid in settlement of any Damages if settlement is effected without the consent of that Holder (which consent shall not be unreasonably withheld or delayed); provided further that no such settlement shall be effected without such Holder’s consent unless such settlement includes an unconditional release of such Holder from all liability arising out of such litigation, investigation, proceeding or claim; provided further that each Holder’s liability under this Section 8.2 shall not exceed the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with that Registration; provided, however, such limitation shall not apply in the case of willful fraud by such Holder.

8.3 Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing, of the commencement thereof and generally summarize the action. The indemnifying party shall have the right to participate in and to assume the defense of that claim; provided that the indemnifying party shall be entitled to select counsel for the defense of the claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld or delayed. The indemnified party shall have the right to participate at its own expense in the defense of any such action; provided that if either party reasonably determines that there may be a conflict between the position of the indemnified party and indemnifying party in conducting the defense of the action, suit, or proceeding, then counsel for that indemnified party shall be entitled, at the indemnifying party’s expense, to conduct the defense of that indemnified party to the extent reasonably determined by counsel to be necessary to protect the interests of that party. The failure to notify an indemnifying party promptly of the commencement of any action, if prejudicial to the ability of the indemnifying party to defend the action, shall relieve the indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 8, but the omission to notify the indemnifying party shall not relieve the party of any liability that the party may have to any indemnified party otherwise than under this Section 8.

8.4 Indemnification Unavailable. If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Damage, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the actions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided that no contribution by any Holder, when combined with any amounts paid by such Holder pursuant to Section 8.2, shall exceed the net proceeds (less underwriting discounts and selling commissions) from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or the omission to state a material fact, has been made by, or relates to information supplied by, the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

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8.5 Conflicts. Notwithstanding the foregoing, to the extent that provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

8.6 Survival of Obligations. The obligations of the Company and Holders under this Section 8 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement or otherwise.

9. Covenants of the Company.

9.1 Inspection. Each Investor that, together with its Affiliates, either then holds at least 7.5% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares (As Adjusted, and calculated on an as-converted basis) or then holds at least 7.5% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares (As Adjusted, and calculated on an as-converted basis), or any authorized representative thereof, shall have the right to visit and inspect at its own expense the properties of the Company and its subsidiaries, including but not limited to its corporate and financial records, and to discuss its business, affairs, finances and accounts with officers of the Company and with officers of its subsidiaries during normal business hours following reasonable notice by such Investor to the Company (a copy of which notice will be provided by the Company to TiVo) and as often as may be reasonably requested; provided that such Investor (or its representative, as applicable) agrees to keep such information confidential; provided further that such Investor and its representatives may be excluded from access to any material, records or other information (i) if a majority of the whole Board determines, based on the advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, (ii) if a majority of the whole Board determines, in its reasonable discretion, that such exclusion is reasonably necessary to protect confidential or proprietary information, (iii) if such Investor is a Competitor of the Company, or (iv) if the Company is restricted from making such disclosure pursuant to a bona fide agreement with a third party.

9.2 Financial Statements and Other Information.

(a) The Company shall deliver to each Investor that, together with its Affiliates, either then holds at least 3.8% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares (As Adjusted, and calculated on an as-converted basis) or then holds at least 3.8% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares (As Adjusted, and calculated on an as-converted basis):

(i) within 60 calendar days after the end of each fiscal year of the Company, an audited consolidated balance sheet and statement of stockholders’ equity of the Company as at the end of such year and audited consolidated statements of income and of cash flows of the Company for such year, certified by the Company’s external auditors and accompanied by an auditor’s report, and prepared in accordance with the Accounting Standards, consistently applied in accordance with prior practice.

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(ii) within 45 calendar days after the end of each fiscal quarter, an unaudited consolidated balance sheet and statement of stockholders’ equity of the Company as at the end of such fiscal quarter and unaudited statements of income and of cash flows of the Company for such fiscal quarter accompanied by a certificate of the Chief Financial Officer of the Company (or, if there is no Chief Financial Officer, then the most senior accounting officer) stating that such statements have been prepared in accordance with the Accounting Standards, consistently applied in accordance with prior practice, and fairly present, in all material respects, the financial condition and results of operations of the Company at the date thereof and for the periods covered thereby, except that the quarterly financial statements may not contain footnotes and are subject to normal year-end audit adjustments.

(b) In addition to any requirements pursuant to clause (a), the Company shall deliver to each Investor that, together with its Affiliates, either then holds at least 7.5% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares (As Adjusted, and calculated on an as-converted basis) or then holds at least 7.5% of the aggregate number of Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares (As Adjusted, and calculated on an as-converted basis):

(i) within 30 calendar days after the end of each month, an unaudited consolidated balance sheet and statement of stockholders’ equity of the Company as at the end of such month and unaudited statements of income and of cash flows of the Company for such month accompanied by a certificate of the Chief Financial Officer of the Company (or, if there is no Chief Financial Officer, then the most senior accounting officer) stating that such statements have been prepared in accordance with the Accounting Standards, consistently applied in accordance with prior practice, and fairly present, in all material respects, the financial condition and results of operations of the Company at the date thereof and for the periods covered thereby, except that the monthly financial statements may not contain footnotes and are subject to normal year-end audit adjustments.

(ii) as soon as available, but in any event at least 30 calendar days prior to commencement of each fiscal year, a budget and business plan for such fiscal year for the Company and its subsidiaries.

(c) Anything in Section 9.2 to the contrary notwithstanding, no Investor who is also a Competitor of the Company shall, by reason of this Agreement, have access to any trade secrets, proprietary information or competitively sensitive information of the Company.

(d) In addition to the other rights provided herein:

(i) The Company shall deliver to TiVo, promptly after the Company’s auditors have substantially completed their field work with respect to a fiscal year, an audited consolidated balance sheet and statement of

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stockholders’ equity of the Company as at the end of such fiscal year and audited consolidated statements of income and of cash flows of the Company for such year, prepared in accordance with the Accounting Standards, consistently applied in accordance with prior practice (such audited financial statements, collectively, the “Annual Field Work Data”). The Company shall use its reasonable best efforts to cause the Annual Field Work Data to be delivered to TiVo within 30 calendar days of the end of such fiscal year, but if, despite using such reasonable best efforts, the Company is unable to so deliver the Annual Field Work Data, the Company shall deliver to TiVo its best estimate of the Annual Field Work Data on the 30^th calendar day after the end of such fiscal year.

(ii) The Company shall deliver to TiVo, promptly after the Company’s auditors have substantially completed their field work with respect to a fiscal quarter, an unaudited consolidated balance sheet and statement of stockholders’ equity of the Company as at the end of such fiscal year and unaudited consolidated statements of income and of cash flows of the Company for such quarter, prepared in accordance with the Accounting Standards, consistently applied in accordance with prior practice (such unaudited financial statements, collectively, the “Quarterly Field Work Data”). The Company shall use its reasonable best efforts to cause such Quarterly Field Work Data to be delivered to TiVo within 30 calendar days of the end of such fiscal quarter, but if, despite using such reasonable best efforts, the Company is unable to so deliver such Quarterly Field Work Data, the Company shall deliver to TiVo its best estimate of such Quarterly Field Work Data on the 30^th calendar day after the end of such fiscal quarter.

(iii) During the period beginning with the end of each of the Company’s fiscal quarters until the delivery of the consolidated financial statements pursuant to Section 9.2(a)(i) or 9.2(a)(ii), as applicable, the Company’s principal financial officer and principal accounting officer will consult regularly and cooperate with TiVo’s Corporate Controller and keep TiVo’s Corporate Controller apprised of any material assumptions, estimates, uncertainties, changes, and other information related to the information to be included in such consolidated financial statements.

(iv) If at any time or from time to time the Company fails to deliver the Annual Field Work Data for a given fiscal year within 30 calendar days of the end of such fiscal year, or fails to deliver the Quarterly Field Work Data for a given fiscal quarter within 30 calendar days of the end of such fiscal quarter, TiVo, in its sole discretion, will be immediately entitled to establish, maintain, and manage the Controls in its reasonable discretion until such time as the Company timely delivers its next Annual Field Work Data or Quarterly Field Work Data pursuant to Section 9.2(d)(i) or 9.2(d)(ii) (the “Financial Controls Maintenance Right”). The Company will use its reasonable best efforts to cause its personnel and its auditors to fully cooperate with TiVo in connection with its exercise of the Financial Controls Maintenance Right and will make available all of its books, records, accounts, procedures, know-how, software, and systems in connection therewith. The Company will bear its own costs

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and expenses and will reimburse TiVo for all of TiVo’s out-of-pocket costs and expenses as well as a reasonable allocation of the personnel allocated by TiVo in connection with the exercise of the Financial Controls Maintenance Right. If TiVo exercises its Financial Controls Maintenance Right, TiVo will use its reasonable best efforts to assist the Company to timely deliver its next Annual Field Work Data or Quarterly Field Work Data pursuant to Section 9.2(d)(i) or 9.2(d)(ii).

(e) Each Investor hereby agrees to hold in confidence and not to misuse or disclose any confidential information provided pursuant to Sections 9.1 and 9.2; provided that an Investor shall be permitted to disclose the foregoing (a) to such party’s investors, investment bankers, accountants, legal counsel, and bona fide prospective investors and lenders, in each case only where such Persons are under strict non-disclosure and non-misuse obligations imposed by agreement or applicable Law, (b) to the limited extent required by applicable Law in which case reasonable best efforts to consult with TiVo and the Company will be made prior to any such disclosure to enable either to seek a protective order or otherwise prevent such disclosure, or (c) to the extent such information is already in the public domain through no fault of the Investor making such disclosure (with all Investors that are Affiliates of each other deemed a single party for purposes hereof); provided that if the Board determines in good-faith that such information is not in the public domain and gives written notice thereof to the Investors, then such information will be deemed not in the public domain.

9.3 Insurance. The Company shall procure and maintain in effect, policies of workers’ compensation insurance and of insurance with respect to its properties and business of the kinds and in the amounts not less than is customarily obtained by companies of similar size, in a similar line of business, engaged in international operations, and with operations in the PRC.

9.4 Inventions and Proprietary Information Agreements. Unless otherwise determined by the Board, the Company shall require all employees and consultants now or hereafter employed or retained by the Company or any of its subsidiaries to enter into an inventions and proprietary information agreement requiring such Persons to protect and keep confidential the Company’s and its subsidiaries’ confidential information, intellectual property and trade secrets, prohibiting such Persons from competing with the Company and its subsidiaries during their tenure with the Company, prohibiting such Persons from soliciting the employees and consultants of the Company and its subsidiaries for a reasonable time after their tenure with the Company, and requiring such Persons to assign all ownership rights in their work product to the Company and/or its subsidiaries to the maximum extent permitted by applicable Law.

9.5 Employee and Consultant Shares and Options. Except as otherwise approved in writing by TiVo, the Company shall cause all future officers, directors, and employees of, and consultants to, the Company and its subsidiaries who purchase, or receive options to purchase, Common Shares to become subject to the Share Transfer Agreement (and to execute and deliver a Joinder Agreement thereto) and to become subject to an agreement providing for termination of unvested options and providing for a right of repurchase at cost in favor of the Company of unvested Shares, in either case upon termination of the employment or other services relationship. In addition, except as otherwise approved in writing by TiVo, the Company will require each Cost Sharing Person that purchases or

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otherwise receives Common Shares or other shares of equity of the Company that are subject to vesting or a right of repurchase to agree to make, as a condition to such purchase or receipt, a proper, timely and irrevocable election under Section 83(b) of the Code with respect to all of such shares, and the Company will require each Cost Sharing Person who receives options or other rights to purchase Common Shares or other shares of equity of the Company that are subject to vesting or a right of repurchase to agree to exercise, as a condition to the receipt of the option or other right, all such options or rights promptly after receipt thereof and to agree to make a proper, timely and irrevocable election under Section 83(b) of the Code with respect to all of the shares that such Cost Sharing Person receives upon exercise thereof. For purposes hereof, “Cost Sharing Persons” means all Persons, including all officers, directors, and employees of and consultants to the Company and its subsidiaries, whose compensation is included in the Shared Research Costs (as such term is defined under the Cost Sharing Agreement attached as Exhibit V to the License Agreement).

9.6 Board Meetings. The Board shall hold no less than one meeting during each calendar quarter. The Company will promptly reimburse each Director and each Observer that participates in or attends the Board and/or committee meetings for all reasonable, documented expenses incurred in connection with such participation or attendance, including without limitation round-trip travel and lodging and/or long-distance telephone charges.

9.7 Board Committees; Compensation Committee. The Series B Directors and the Series A Directors will serve as members on all committees of the Board, unless, with respect to a particular committee, any such Series B Director or Series A Director declines such service. Regardless of the foregoing, the Compensation Committee of the Board will be comprised of one Series A Director (unless such Director declines such service) and one Series B Director (unless such Director declines such service), and the Compensation Committee will not be comprised of any other Directors without the approval of the holders of a majority of the then outstanding Series A Preferred Shares and the holders of a majority of the then outstanding Series B Preferred Shares, each voting as a separate class. The hiring of all employees of the Company and its subsidiaries (and the cash and equity compensation thereof) and the engagement of all advisors and consultants to the Company and its subsidiaries (and the cash and equity compensation thereof) will be subject to the prior approval of the Compensation Committee; provided that the Compensation Committee will establish compensation guidelines for the Company’s non-executive employees (e.g. any employee below the position of Vice President (or a substantially similar position)), and the Company may hire such employees without the specific approval of the Compensation Committee or the Board in accordance with such guidelines and in accordance with the Company’s annual business plan and budget approved pursuant to Section 11.5.

9.8 Non-Solicitation. Except as otherwise approved in writing by the other, neither TiVo (or its controlled Affiliates), on the one hand, nor the Company (or its controlled Affiliates), on the other hand, will solicit for employment or for the rendering of any other services (consulting or otherwise) any employees, officers or consultants of the other party or its Affiliates; provided that neither party is prohibited from employing any employee or consultant who makes contact with the hiring party on his or her own initiative and without any solicitation by the hiring party or any of its employees, consultants, officers, agents other representatives or controlled Affiliates (other than a general solicitation for employment not directed at the other party or any of its Affiliates or at any particular person or group of persons).

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9.9 Directors Indemnification; Insurance. The Articles shall at all times provide for the indemnification of the Directors and their Affiliates to the maximum extent provided by the Law of the jurisdiction in which the Company is organized. At the request of a Director, the Company will promptly enter into an indemnification agreement with such Director on customary terms and conditions covering such Director and such Director’s Affiliates. The Company shall obtain and pay for (subject to a reasonable annual premium) directors’ and officers’ insurance covering each of its Directors and officers.

9.10 Accounting. The Company will maintain the books and records of the Company and its subsidiaries and will prepare its and their unaudited and audited financial statements, in accordance with the Accounting Standards.

9.11 Use of Proceeds. Except as otherwise approved by the Board, the Company will use all proceeds received pursuant to the Purchase Agreement to fund the general working capital requirements of the Company.

9.12 WFOEs and other Subsidiaries.

(a) As soon as reasonably practicable following the date hereof, the Company shall take all necessary actions to form (the “Formation”) one or more wholly foreign owned enterprises under the Laws of the PRC (collectively, the “WFOEs”), including, but not limited to, obtaining (i) the approval of the Ministry of Commerce of the PRC or its relevant local branches and (ii) business licenses issued by the State Administration of Industry and Commerce of the PRC or its relevant local branches. The Company shall consult with TiVo in connection with all material aspects of the Formation and shall promptly provide TiVo with copies of all correspondence related to the Formation.

(b) All documents, filings and materials to be submitted to a Governmental or Regulatory Authority in connection with the establishment of the WFOEs, including the Articles of Association and other charter documents to be adopted by the WFOEs, shall be subject to the review and approval by TiVo.

(c) The Company shall cause each WFOE and each other wholly-owned subsidiary of the Company (each WFOE and each other wholly-owned subsidiary, a “Subsidiary”) to have a board of directors (each, a “Subsidiary Board”) as its governing and managing body. The authorized size of each Subsidiary Board shall be the exact same as the authorized size of the Board as determined pursuant to Article 48 of the Articles, and the members of each Subsidiary Board shall be designated in the exact same manner as the members of the Board are designated pursuant to Article 48 of the Articles. The Company shall vote or caused to be voted, at each annual or special meeting of the shareholders or members of each Subsidiary at which directors are to be elected, in favor of, or shall take all actions by written resolution in lieu of any such meeting, as necessary to cause the election or re-election as members of the Subsidiary Boards, and during such period to continue in office, the directors designated pursuant to the immediately preceding sentence.

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(d) Concurrently with the appointment of the legal representative of each WFOE, including the first appointment, the Company shall cause its representatives on the WFOE Board (and, thereafter, their successors and replacements) to in advance pass a resolution approving the removal of such legal representative and shall in advance prepare and execute any such forms, letters, certificates, instruments and documents necessary or reasonable to effect such removal (collectively, the “Removal Documents”), which shall be retained by the Company. Upon the resignation or removal of the legal representative as chairman of the board of the WFOE, the Company shall take, or cause to be taken, all such actions and shall execute and deliver all such Removal Documents as are necessary or reasonable to remove such individual as the legal representative.

(e) The Company shall use its reasonable best efforts to cause the Subsidiaries to comply in all material respects with all applicable Laws.

9.13 Business Scope Restrictions.

(a) DVR Products and DVR Services. Before the Qualified IPO, the Company shall not, and shall not permit any of its subsidiaries to, Market any (1) DVR Product (unless such DVR Product supports TiVo’s DVR Service and no other DVR Service) or (2) DVR Service in any of (i) the United States of America, (ii) any TiVo Jurisdiction or (iii) any TiVo Planned Jurisdiction.

(b) NRE and Other Services. Before the Qualified IPO, the Company shall not, and shall not permit any of its subsidiaries to, and shall not retain or cause any independent contractor or other third party to, render any services (whether or not for consideration, for barter, at a loss, or otherwise) in support of any activities prohibited by this Section 9.13 or prohibited by the License Agreement.

(c) Right to Waive. The Company may deliver a written request to TiVo certifying that the Company has a bona fide, good-faith, commercially-viable interest in Marketing a DVR Product or DVR Service that is otherwise prohibited by Section 9.13(a) or 9.13(b) (an “Opportunity”). Such notice shall constitute an irrevocable offer of such Opportunity to TiVo, and TiVo may, in its sole discretion, (i) accept and pursue such Opportunity for its own account, (ii) waive any applicable restriction in this Section 9.13 in order to permit the Company to pursue such Opportunity, or (iii) prohibit the Company from pursuing such Opportunity, in which case the Company shall be prohibited from pursuing such Opportunity.

(d) Notwithstanding anything herein to the contrary, the Company may Market Non-DVR Services and Non-DVR Products anywhere in the world, and the Company may Market in a TiVo Jurisdiction DVR Products that support both the TiVo DVR Service and other Non-DVR Services even if such Non-DVR Services are not TiVo’s services.

(e) Subject to the limitations set forth in Sections 9.13(a), 9.13(b), 9.13(c) and 9.13(d) and subject to the License Agreement, the Company may offer (i) DVR Products, (ii) DVR Services and (iii) any services (including engaging in non-recurring engineering projects), anywhere in the world.

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(f) Notwithstanding anything to the contrary in this Section 9.13, if 15 months after the date the Company delivers a written request to TiVo with respect to a TiVo Planned Jurisdiction in accordance with Section 9.13(c) none of TiVo, the TiVo subsidiaries, and the TiVo Licensees have deployed a DVR Service or a DVR Product in such TiVo Planned Jurisdiction, then the Company may Market in such TiVo Planned Jurisdiction a DVR Product and DVR Service that is otherwise prohibited by Section 9.13(a) or 9.13(b); provided that the Company will be prohibited from so Marketing such DVR Products and DVR Services in such jurisdiction, and will again be subject to the restrictions set forth in this Section 9.13 with respect thereto, if the Company fails to deploy such a DVR Product or DVR Service in such jurisdiction within 15 months from the earlier of (1) the date that the Company is so permitted to do so pursuant to this clause (f) and (2) the date that TiVo agrees to allow the Company to Market such a DVR Product and DVR Service in such jurisdiction.

(g) Definitions. For purposes of this Section 9.13:

“Market” means offer, provide, sell, market, promote, render, or distribute.

“Non-DVR Product” shall mean any product that is not a DVR Product.

“Non-DVR Service” shall mean any service that is not a DVR Service.

“DVR Product” means (a) any product (including software, devices, or components) that has the ability to record, on any media, and playback any video programming content (whether or not accompanied by sound) where such content is delivered to such product by terrestrial broadcast, satellite, cable, internet, or other data transmission methods, or any other method whether now in existence or which comes into existence in the future and (b) any product (including software, devices, or components) which do not contain all of the elements listed above under (a), but which has no substantial intended use except as an integral part of a system that has all of the elements listed above under (a). By way of clarification but not limitation, a DVR Product may be a standalone product or part of a larger product.

“DVR Service” means any service or applications software features for recording, on any media, and playing back any video programming content (whether or not accompanied by sound) where such content is delivered to such product by terrestrial broadcast, satellite, cable, internet, or other data transmission methods, or any other method whether now in existence or which comes into existence in the future (including but not limited to (1) providing electronic programming guide data, (2) selling advertising into DVR Products or DVR Services and (3) selling aggregate customer viewing patterns), whether any of the above are provided for a fee or for free.

“TiVo Jurisdiction” means any country, province, state, county, city, or other territory (other than Greater China, as such term is defined in the License Agreement) in which TiVo, a TiVo subsidiary, or a TiVo Licensee then [*]

^[*] 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 Licensee” means any Person that licenses any or all of the Licensed Technology, as such term is defined in the License Agreement.

“TiVo Planned Jurisdiction” means any country, province, state, county, city, or other territory (other than Greater China, as such term is defined in the License Agreement) in which TiVo, a TiVo subsidiary, or a TiVo Licensee has [*]

9.14 Foreign Corrupt Practices Act; Advisors.

(a) The Company shall not (and shall not permit any of its Affiliates to) employ, retain or otherwise engage any consultant, advisor, employee, agent, or other service provider (each, an “Advisor”) who will, or is expected to, or does (i) obtain, maintain or otherwise conduct business on behalf of the Company or any of its subsidiaries with any Governmental or Regulatory Authority, any foreign official, any foreign political party or any official thereof, any foreign political candidate, any officers of a public international organization, or any officer or employee of a PRC state-owned enterprise (collectively, “Foreign Officials”), (ii) assist the Company or any of its subsidiaries in obtaining approvals, permits, orders, and other licenses from any Foreign Official, or (iii) otherwise interact on behalf of the Company or any of its subsidiaries with any Foreign Official without the prior written agreement of TiVo, which will not be unreasonably withheld or delayed, and the Company shall require (and shall cause each of its Affiliates to require) each Advisor to sign an agreement with the Company in form and substance reasonably acceptable to TiVo (which agreement shall require such Advisor to acknowledge and agree to comply fully with the United States Foreign Corrupt Practices Act, as amended, and any other similar, applicable Laws) prior to being employed, retained or otherwise engaged by the Company or any of its Affiliates in any capacity.

(b) The Company shall not (and shall not permit any of its Affiliates to) employ, retain or otherwise engage any Advisor who is an employee of a Governmental or Regulatory Authority, a foreign official, a member of a foreign political party, a foreign political candidate, an officer of a public international organization, or an officer or employee of a PRC state-owned enterprise.

(c) The Company shall, and shall cause its subsidiaries (including but not limited to the WFOEs) to, comply with the United States Foreign Corrupt Practices Act, as amended.

9.15 Tax Matters. The Company shall and shall cause its subsidiaries to (i) keep books and records that comply with Section 964 and related provisions of the Code and (ii) make promptly available to each U.S. Investor such books and records and any and all other

^[*] 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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information such U.S. Investor may reasonably request for purposes of permitting such U.S. Investor to comply (or assist any of its owners that is a U.S. Person to comply) with reporting and other tax obligations and to make (or enable any of its owners that is a U.S. Person to make) any tax elections in connection with its investment in the Company. The Company shall (1) determine within 30 calendar days of the end of each taxable year whether the Company and each of the entities in which the Company owns or proposes to acquire an equity interest (directly or indirectly) is or may become a passive foreign investment company, as defined in the Code (“PFIC”) or is or may be classified as a partnership or branch for US federal income tax purposes, (2) promptly provide each U.S. Investor with written notice (along with supporting analysis) if it or any of its subsidiaries becomes a PFIC, or a foreign personal holding company, as defined in the Code (“FPHC”), in such year, and (3) provide such information as each U.S. Investor may reasonably request to permit such shareholder to elect to treat the Company and/or any such entity as a “qualified electing fund” (within the meaning of Section 1295 of the Code) for US federal income tax purposes. The Company also agrees to obtain and provide reasonably promptly upon a U.S. Investor’s request any and all other information deemed necessary by such U.S. Investor to comply with the provisions of this covenant. The Company shall consult regularly with TiVo and use commercially reasonable efforts (including but not limited to making U.S. tax entity elections for it or any of its subsidiaries and structuring intercompany and other transactions) to minimize (A) the amount of income that may be taxable to TiVo or to any other U.S. Shareholder under Subpart F of the Code and (B) adverse U.S. tax consequences to any U.S. Investor (or to any of its owners that is a U.S. Person) of being or becoming a direct or indirect shareholder in a PFIC or FPHC if the Company or any of its subsidiaries is a PFIC or FPHC. For purposes of this section, “U.S. Investor” means (i) each member of the Company that is a U.S. Person and (ii) each member of the Company that is an entity treated as a foreign partnership for U.S. tax purposes, one or more of the partners of which are U.S. Persons (including, for the avoidance of doubt, SB Asia Infrastructure Fund, L.P.), “U.S. Person” means each person described in Section 7701(a)(30) of the Code, and “U.S. Shareholder” means each member of the Company described in Section 951(b) of the Code with respect to the Company or any of its subsidiaries.

9.16 Litigation. Until the Qualified IPO, so long as TiVo Intl II or an Affiliate [*], the Company shall not (and shall not permit its subsidiaries to), without the written consent of TiVo Intl II, initiate any formal litigation or arbitration proceedings, or settle any such litigation or arbitration proceedings, (i) for an amount exceeding [*], (ii) that is [*], or (iii) that is [*] provided that, with respect to litigation or arbitration proceedings that fall within clause (ii) but not clause (i) or clause (iii), TiVo Intl II will not unreasonably withhold or delay the giving of its consent.

9.17 Further Assurances. The parties agree to use their reasonable best efforts to ensure that the rights granted under this Agreement are effective and that the parties hereto enjoy the benefits thereof. The parties will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed by such party, but will at all times in good faith assist in the carrying out of all the provisions of this Agreement and in the taking of all such actions as may be necessary or reasonably requested by the Person(s) in order to protect the rights of the parties hereunder against impairment.

^[*] 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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9.18 Fiscal Year. The Company’s fiscal year will end on December 31 and, without the prior written consent of TiVo, the Company will not change its fiscal year.

9.19 Controls. If and for so long as the Company is a consolidated entity of TiVo, the Company will, at the request of TiVo, (i) establish and maintain Controls as requested by TiVo from time to time (A) so that all material information relating to the Company and its subsidiaries is made known to TiVo and its auditors and (B) to provide reasonable assurance to TiVo regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Accounting Standards, and (ii) cause TiVo and its auditors to have complete access at reasonable times to the books, records, and other relevant materials of the Company and its subsidiaries, as well as complete access and cooperation at reasonable times from personnel of the Company and its subsidiaries, in order to evaluate (A) the effectiveness of the Controls, (B) all changes in the Controls that have materially affected, or are reasonably likely to affect, the Company’s or any of its subsidiaries’ internal control over financial reporting, (C) all significant deficiencies and material weaknesses in the design or operation of the Controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (D) all fraud, whether or not material, that involves management or other employees who have a significant role in the Controls. In connection with the Company’s and its subsidiaries’ compliance with this Section 9.19, TiVo agrees to (1) reimburse the Company for all out-of-pocket costs and expenses incurred by the Company and its subsidiaries in excess of US$100,000 in any fiscal year of the Company and (2) commit adequate internal resources to assist the Company in specifying the design and method of implementation of the Controls.

9.20 Reporting, Disclosure and Other Obligations. The Company will reasonably cooperate with TiVo (including making information about the Company and its subsidiaries available to TiVo) to permit TiVo to satisfy the requirements imposed on it, if any, and to permit TiVo to make any required certifications, under the Exchange Act, the Securities Act, the Sarbanes-Oxley Act of 2002, applicable stock exchange rules, and the rules and regulations promulgated under each of the foregoing, in each case as amended or succeeded and as then in effect, with respect to the Company and its subsidiaries. It is agreed and acknowledged that TiVo may be required to publicly disclose financial and other information related to the Company and its subsidiaries pursuant to such laws, rules, and regulations, and any such disclosure by TiVo will be deemed exempt from TiVo’s obligations under Section 9.2(e) and Section 14 hereof; provided that TiVo will use its reasonable best efforts to limit, to the extent required by law as advised by counsel, any such disclosure of confidential information regarding the Company or its subsidiaries and will use its reasonable best efforts to provide to the Company a copy of such disclosure to the extent it relates to the Company or any of its subsidiaries at least 48 hours before the public release of such disclosure. The Company will use its reasonable best efforts to cause its auditors to consent to the incorporation by reference of the audit report referred to in Section 9.1(a)(i) in TiVo’s filings under the Securities Act and under the Exchange Act.

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10. Covenants of the Investors.

10.1 Qualified IPO. If a majority of the whole Board approves in good faith a Qualified IPO that the Company reasonably believes is likely to be consummated, each Investor, severally and not jointly, will use all reasonable efforts to take all reasonable and necessary actions to consummate the Qualified IPO, at the Company’s sole cost and expense, including but not limited to the approval of an amendment of the Articles (which amendment of the Articles will provide that TiVo will be entitled to designate one director on the Board so long as the License Agreement has not been terminated),, with the effectiveness of such actions to be made concurrent with the closing of the Qualified IPO; provided that the foregoing shall not mean that such Investor’s designees on the Board of Directors are required to vote in favor of the Qualified IPO and shall not be deemed to require a member of the Board of Directors to vote in any particular way on any matter and is not intended to influence any vote of the Board of Directors.

10.2 Support of Company Covenants. Each Investor, severally and not jointly, agrees to use its reasonable best efforts to cause the Company to satisfy all of its agreements, obligations and covenants under this Agreement, under the Share Transfer Agreement, and under the Voting Agreement. By way of clarification but not limitation, the provisions of Section 15.12 and Section 15.13 hereof, and the rights and remedies provided thereunder, will apply in the event of any breach of this Section 10.2. No Investor will be liable for monetary damages pursuant to this Section 10.2 in excess of an amount equal to such Investor’s then aggregate capital contributions to the Company.

10.3 No Control. If the Company is aware that any action of the Company or its Affiliates (including but not limited to the issuance or repurchase of Securities, the altering of powers, preferences, rights or restrictions applicable to any class or series of share capital, or any other amendment or repeal of any provision of the Articles) would have the effect of causing TiVo together with its Affiliates to (i) own fifty percent (50%) or more of the total voting power of all outstanding Shares of the Company on an as-converted basis or (ii) otherwise control the Company or any of its assets, then the Company will give reasonable prior notice to TiVo so that TiVo may consider the consequences of such action; provided, however, that in any event if TiVo requests that the Company take alternative action to avoid such consequences, then the Company shall use its reasonable best efforts to effect such request and shall cooperate in good faith with TiVo in examining such alternative actions.

10.4 TiVo. TiVo agrees to cause TiVo Intl II to comply with its obligations under this Agreement.

11. Investor and Board Voting Requirements.

11.1 Series A and Series B Protective Provisions. Other than in connection with (and conditioned on the effectiveness of) a Qualified IPO, the Company shall not (and shall not permit its subsidiaries to), without the written consent of the holders of a majority of the then outstanding Series A Preferred Shares (so long as at least 50% of the originally issued Series A Preferred Shares remain outstanding, As Adjusted) and the holders of a majority of the then outstanding Series B Preferred Shares (so long as at least 50% of the originally issued Series B Preferred Shares remain outstanding, As Adjusted), each voting as a separate class:

(a) amend or waive any provision of the Articles or any similar governance or charter document;

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(b) increase or decrease the size of its board of directors or similar governing body;

(c) sell, transfer, pledge, encumber or otherwise dispose of any ownership interest of any subsidiary;

(d) engage in any transaction with an Affiliate of the Company, other than a transaction with a wholly owned subsidiary of the Company;

(e) make any material tax election under any applicable Law, including but not limited to any entity classification election;

(f) authorize, create, issue or sell (whether by amendment to the Company’s Memorandum of Association or Articles of Association, by contract, or otherwise) any share capital or other equity of the Company (including but not limited to any security convertible into or exercisable for any equity security of the Company) senior to or on a parity with the Series A Preferred Shares and/or the Series B Preferred Shares, or that has redemption rights, or amend any existing class or series of share capital of the Company in such a manner as to make it senior to or on parity with the Series A Preferred Shares and/or the Series B Preferred Shares;

(g) declare or make any dividend or other distribution on, or payment in respect of, any shares of the Company (including but not limited to the redemption, repurchase or other acquisition of any shares), or set aside a sinking fund for such purpose, or otherwise apply any assets of the Company thereto (other than (i) a redemption effective as part of the conversion process undertaken pursuant to Article 6A(ii)(4)(c) of the Articles, (ii) a redemption on a Liquidation Event pursuant to Article 6A(ii)(2)(a) of the Articles, and (iii) repurchases of shares at their original issue price pursuant to agreements giving the Company the right to repurchase such shares at cost upon the holder of such shares ceasing to provide services to the Company);

(h) effect any Liquidation Event (as defined in the Articles); or

(i) agree or commit to any of the foregoing.

11.2 Series A Protective Provisions. The Company shall not without the written consent of the holders of a majority of the Series A Preferred Shares then outstanding (a) increase or decrease the authorized number of Series A Preferred Shares or (b) alter or change (whether or not by amalgamation, merger, consolidation or otherwise) the rights, preferences or privileges of the Series A Preferred Shares.

11.3 Series B Protective Provisions. The Company shall not without the written consent of the holders of a majority of the Series B Preferred Shares then outstanding (a) increase or decrease the authorized number of Series B Preferred Shares or (b) alter or change (whether or not by amalgamation, merger, consolidation or otherwise) the rights, preferences or privileges of the Series B Preferred Shares.

11.4 Unanimous Board Approvals. Other than in connection with (and conditioned on the effectiveness of) a Qualified IPO, the Company shall not, without the approval of all of

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the Directors of the Board, (a) declare or make any dividend or other distribution on, or payment in respect of, any shares of the Company (including but not limited to the redemption, repurchase or other acquisition of any shares), or set aside a sinking fund for such purpose, or otherwise apply any assets of the Company thereto (other than (i) a redemption effective as part of the conversion process undertaken pursuant to Article 6A(ii)(4)(c) of the Articles, (ii) a redemption on a Liquidation Event pursuant to Article 6A(ii)(2)(a) of the Articles, and (iii) repurchases of shares at their original issue price pursuant to agreements giving the Company the right to repurchase such shares at cost upon the holder of such shares ceasing to provide services to the Company) or (b) reduce the size of the Board.

11.5 Supermajority Board Approvals. Other than in connection with (and conditioned on the effectiveness of) a Qualified IPO, the Company shall not (and shall not permit its subsidiaries to), without the approval of a majority of the whole Board, provided that such majority includes at least one Series A Director and one Series B Director:

(a) change its auditors or primary corporate or intellectual property legal counsel;

(b) materially deviate from the Company’s then current line of business or approve or extend or materially deviate from or modify the Company’s then current annual business plan and budget;

(c) make any investment in any partnership, consortium, joint venture or other enterprise for an amount exceeding [*] (or such greater amount contemplated by the then current annual business plan and budget approved pursuant to clause (b) above)or in any partnership, consortium, joint venture or other enterprise material to the intellectual property rights of the Company or the Series B Preferred Shares;

(d) incur notes, bonds, debentures, indentures, or other indebtedness for borrowed money in excess of [*] individually or in the aggregate (or such greater amount (1) approved by a majority of the whole Board including at least one Series A Director and one Series B Director and one Common Director or (2) contemplated by the then current annual business plan and budget approved pursuant to clause (b) above);

(e) guarantee any third-party obligation;

(f) incur annual capital expenses in excess of [*] (or such greater amount (1) approved by a majority of the whole Board including at least one Series A Director and one Series B Director and one Common Director or (2) contemplated by the then current annual business plan and budget approved pursuant to clause (b) above);

(g) purchase or sell or pledge assets (including accounts receivable) through one or a series of related transactions with book or fair market value in excess of [*] individually or in the cumulative aggregate (or such greater amount (1) approved by a majority of the whole Board including at least one Series A Director, one Series B Director and one Common Director or (2) contemplated by the then current annual business plan and budget approved pursuant to clause (b) above); provided that, this clause (g) shall not apply to 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.

32

sale/lease-back transactions by the Company of its equipment; provided further that this clause (g) shall not apply to the sale of assets in the ordinary course of the Company’s business;

(h) sell, transfer or dispose of any intellectual property rights (provided that a license in the ordinary course of the Company’s business will not constitute a sale, transfer or disposition); or

(i) agree or commit to any of the foregoing.

11.6 Majority Board Approval. The Company shall not, without the approval of a majority of the whole Board:

(a) consummate a Qualified IPO;

(b) authorize, create, issue or sell (whether by amendment to the Company’s Memorandum of Association or Articles of Association, by contract, or otherwise) any share capital or other equity of the Company (including but not limited to any security convertible into or exercisable for any equity security of the Company);

(c) remove any executive officer; or

(d) agree or commit to any of the foregoing.

12. Assignment. This Agreement, and the rights and obligations of an Investor hereunder, may be transferred or assigned by such Investor only to a Person to which Shares of the Company are properly transferred by such Investor pursuant to the Share Transfer Agreement, but only to the extent of such transfer, and provided that such Person executes and delivers to the Company a Joinder Agreement in the form of Exhibit A agreeing to become a party to this Agreement and bound by its terms and conditions. Except as otherwise provided herein, this Agreement and the rights and obligations of a party hereunder shall inure to the benefit of, and be binding upon, such party and its permitted transferees, successors, assigns, heirs, legatees, distributes and transferees by operation of law, whether or not such person has become a party to this Agreement or has agreed in writing to join herein. Upon the effectiveness of any permitted transfer, Schedule 1 attached hereto will be updated to reflect the then-current list of parties that hold Series A Preferred Shares and/or Common Shares issuable upon conversion thereof, Schedule 2 attached hereto will be updated to reflect the then-current list of parties that hold Series B Preferred Shares and/or Common Shares issuable upon conversion thereof, and the permitted transferee shall be deemed a Series A Holder or Series B Holder, as applicable, under this Agreement. In addition to the foregoing restrictions, the Registration rights under Sections 4 and 5 may be assigned by any Holder only to (a) a transferee or assignee who, giving effect to such transfer or assignment, will hold Registrable Securities representing at least 5% of the total outstanding Shares of the Company on an as-converted basis (As Adjusted) and (b) an Affiliate of such transferring Holder.

13. Termination of Rights.

13.1 The right to cause the Company to Register securities granted under Sections 4 and 5, and the right to receive notices pursuant to Sections 4 and 5, shall terminate, as to any Holder, at such time as all Registrable Securities held by such Holder can be sold in any three (3) month period without registration under Rule 144.

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13.2 The covenants set forth in Sections 2, 9 (except for Section 9.10), 10 and 11 shall terminate on a Qualified IPO.

14. Confidentiality. The parties agree, severally and not jointly, to keep confidential the terms and conditions of this Agreement and shall not disclose the foregoing to any third party; provided that a party shall be permitted to disclose the foregoing (a) to such party’s investors, investment bankers, accountants, legal counsel, and bona fide prospective investors and lenders, in each case only where such Persons are under strict non-disclosure and non-misuse obligations imposed by agreement or applicable Law, (b) to the limited extent required by applicable Law in which case reasonable best efforts to consult with TiVo and the Company will be made prior to any such release or public statement to enable either to seek a protective order or otherwise prevent such disclosure, or (c) to the extent such information is already in the public domain through no fault of the party making such disclosure (with all Investors that are Affiliates of each other deemed a single party for purposes hereof) provided that if the Board determines in good-faith that such information is not in the public domain and gives written notice thereof to the Investors, then such information will be deemed not in the public domain.

15. Miscellaneous.

15.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. With respect to the registration of any securities in the United States pursuant to Sections 4 through 8, such matters shall also be governed by, and construed in accordance with, relevant United States federal Law, as applicable.

15.2 Dispute Resolution. Any dispute among the parties and arising out of or relating to this Agreement will be resolved in accordance with the procedures specified in this Section. The parties intend that these provisions will be valid, binding, enforceable, exclusive and irrevocable and will survive any termination of this Agreement.

(a) Notification and Negotiation. Upon any dispute arising out of or relating to this Agreement (including but not limited to its application, interpretation, or any alleged breach hereunder), the party raising the dispute will give written notice to the other parties to the dispute describing the nature of the dispute following which the parties to such dispute shall attempt for a period of 10 business days to resolve such dispute by negotiation between executives who have authority to settle such dispute. All such negotiations shall be confidential and treated as compromise and settlement negotiations for purposes of any applicable rules of evidence. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a party shall have the right to seek immediate injunctive relief pursuant to clause (c) without regard to any such 10-day negotiation period.

(b) Choice of Arbitral Forum and Rules: If the parties are unable to resolve their dispute pursuant to paragraph (a), such dispute shall be submitted to final and binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). Any such arbitration shall be conducted in San Jose, California before a single arbitrator of American citizenship and with

34

substantial experience in resolving intellectual property and joint venture disputes under United States Laws, and who shall be appointed in accordance with the ICC Rules. At the written request of the Claimant in its Request for Arbitration, the arbitration shall be conducted on a “fast track” basis with the following expedited deadlines: the Respondent(s) shall have fifteen (15) days from receipt of the Request from the Secretariat of the ICC to file an Answer and any Counterclaim(s); the Claimant(s) shall have fifteen (15) days from the receipt of any Counterclaim to file a Reply; any party’s challenge to an arbitrator must be submitted to the ICC within fifteen (15) days of that party’s receipt of the notification of the appointment of the arbitrator, or within fifteen (15) days from the date the challenging party was informed of the facts on which such challenge is based if such date is subsequent to the receipt of such notification; the Arbitrator shall transmit the Terms of Reference to the ICC’s International Court of Arbitration (the “Court”) within 21 days of the Arbitrator’s receipt of the file from the Secretariat; and, in recognition of the urgency of the matter and likelihood of irreparable harm, the Arbitrator shall submit the draft Award to the Court as expeditiously as possible and subject to the time limits set forth in Article 24 of the ICC Rules.

(c) Temporary or Injunctive Relief: Notwithstanding the parties’ agreement to submit all disputes to final and binding arbitration before the ICC, the parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court of competent jurisdiction, provided, however, that any such action brought in the United States shall be filed exclusively in the United States District Court for the Southern District of New York, and the parties hereby irrevocably consent to the personal jurisdiction of such court and waive any objections to the jurisdiction of, or venue in, that forum. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief (with such relief effective until the arbitrator has rendered a final award) in order to protect any party’s rights under this Agreement or its intellectual property rights.

(d) Confirming the Award and Enforcing Judgment: The United States District Court for the Southern District of New York shall have exclusive jurisdiction within the United States to confirm any award issued by the arbitrator. Any arbitration award may also be confirmed and enforced in any court of competent jurisdiction outside of the United States.

(e) Confidential Proceedings. Except as may be necessary to enter judgment upon the award or to the extent required by applicable Law, all claims, defenses and proceedings (including, without limiting the generality of the foregoing, the existence of the dispute and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any Person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any dispute relating to the arbitration hereunder (including, without limiting the generality of the foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award) shall be filed under seal with the court, to the extent permitted by applicable Law.

35

(f) Waiver of Jury Trial. THE PARTIES HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

15.3 Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.

15.4 Headings. The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

15.5 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature of such party on the signature page of this Agreement (or at such other address as such party may designate by 15 days’ advance written notice to the other parties to this Agreement given in accordance with this Section). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organisation, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

15.6 Waiver; Amendment. The waiver of any right, power or remedy under this Agreement requires only the written consent of the party waiving such right, power or remedy. Any provision of this Agreement may be amended only by a written instrument signed by (a) the Company, (b) the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series A Preferred Shares then held by the Series A Holders, and (c) the holders of a majority of the Common Shares issued, or issuable, upon conversion of the originally issued Series B Preferred Shares then held by the Series B Holders. Regardless of the foregoing, no such amendment or waiver shall be required for the Company to amend this Agreement solely for the purposes of adding an Investor as a party to this Agreement and to be included in the applicable schedule hereto. Any amendment or waiver effected in accordance with this Section shall be binding upon each Investor and the Company.

36

15.7 No Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

15.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, legal, and enforceable under all applicable Laws. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

15.9 Entire Agreement. This Agreement constitutes the entire agreement among the Company and the Investors relative to the subject matter of this Agreement. This Agreement replaces and supersedes all prior written or oral agreements, statements, correspondence, negotiations and understandings by and among the parties with respect to the matters covered by it.

15.10 No Presumption. The parties acknowledge that each party has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any party or its counsel.

15.11 Further Assurance. Each party agrees to cooperate fully with the other parties, to take such actions, to execute such further instruments, documents and agreements, and to give such further written assurances, as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.

15.12 Rights Cumulative. Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such party may have at Law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.

15.13 Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof.

37

15.14 Relationship. The parties intend that no partnership or joint venture is created hereby, that no party hereto will be a partner or joint venturer of any other party hereto for any purposes, and that this Agreement will not be construed to the contrary.

15.15 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

15.16 Interpretation. Unless a provision hereof expressly provides otherwise: (i) the term “or” is not exclusive; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) the terms “herein,” “hereof,” and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (iv) the term “including” will be deemed to be followed by “, but not limited to,”; (v) the masculine, feminine, and neuter genders will each be deemed to include the others; (vi) the terms “shall,” “will,” and “agrees” are mandatory, and the term “may” is permissive; and (vii) the term “day” means “calendar day” unless the term “business day” is expressly used.

[Remainder of Page Intentionally Left Blank]

38

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

THE COMPANY

TGC, INC.
By:	/s/ Ta-Wei Chien
Name:	Ta-Wei Chien
Title:	Chairman and Chief Executive Officer
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail
With a copy to:
Shearman & Sterling LLP
1080 Marsh Road
Menlo Park, California 94025
U.S.A.
Attention: Carmen Chang, Esq.
Tel: 650-838-3600
Fax: 650-838-3699
E-mail: carmen.chang@shearman.com

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

TGC INVESTMENT LIMITED
By:	/s/ Kong-Yeu Han
Name:	Kong-Yeu Han
Title:	Director
Address:	[*]
Tel:	[*]
Fax:
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

/s/ Ming Kang Hsu
Name:	Ming Kang Hsu
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

CHAIN BRIGHT LTD.
By:	/s/ Wang Shu-Lan
Name:	Wang Shu-Lan
Title:	Chief Financial Officer
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

D-LINK CORPORATION
By:	/s/ A.P. Chen
Name:	A.P. Chen
Title:	CFO
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

ALPHA NETWORKS INC.
By:	/s/ Harrison Chang
Name:	Harrison Chang
Title:	V.P. Finance and Admin. Center
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

TSC VENTURE CAPITAL CORPORATION
By:	/s/ Shang Tg Chan
Name:	Shang Tg Chan
Title:	Chairman
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

SB ASIA INFRASTRUCTURE FUND, L.P.
By:	/s/ Andrew Y. Yan
Name:	Andrew Y. Yan
Title:	Authorized Signatory
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

MOBIUS TECHNOLOGY VENTURES VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

SOFTBANK U.S. VENTURES FUND VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

MOBIUS TECHNOLOGY VENTURES ADVISORS FUND VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

MOBIUS TECHNOLOGY VENTURES SIDE FUND VI L.P.
By:	/s/ Greg Galanos
Name:	Greg Galanos
Title:	Executive Managing Director
Address:	[*]
Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

NEW ENTERPRISE ASSOCIATES 10, L.P.
By:	NEA Partners 10, L.P., its General Partner
By:	/s/ Eugene A. Trainor, III
Name:	Eugene A. Trainor, III
Title:	Administrative General Partner &
	Chief Operating Officer
Address:	[*]
Tel:
Fax:
E-mail:

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES A HOLDER

WK TECHNOLOGY FUND
WK TECHNOLOGY FUND IV
WK TECHNOLOGY FUND V
WK TECHNOLOGY FUND VI
WK TECHNOLOGY FUND VII
WK TECHNOLOGY FUND VIII
WK GLOBAL INVESTMENT LIMITED
WK GLOBAL INVESTMENT II LIMITED
WK GLOBAL INVESTMENT III LIMITED
By:	/s/ Eric Wang
Name:	Eric Wang
Title:	Authorized Signatory

Legal Address:	[*]
Mailing Address:	[*]

Tel:	[*]
Fax:	[*]
E-mail:	[*]

^[*] 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.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

SERIES B HOLDER

TIVO INTL II, INC.
By:	/s/ Mike Ramsay
Name:	Mike Ramsay
Title:	President and Chief Executive Officer
Address:	2160 Gold Street
	P.O. Box 2160
	Alviso, California 95002
	U.S.A.
	Attention: General Counsel
Tel:	408-519-9311
Fax:	408-519-5333
E-mail:	mattz@tivo.com
With copies to:
Maples and Calder, Attorneys-at-Law
Ugland House
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, British West Indies
Attention: Julian Reddyhough
Tel: 345-949-8066
Fax: 345-949-8080
E-mail: Julian.Reddyhough@maplesandcalder.com
and
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
U.S.A.
Attention: Howard H. Chao, Esq.
Tel: 650-473-2600
Fax: 650-473-2601
E-mail: hchao@omm.com

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

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

TIVO INC.

By:	/s/ Mike Ramsay
Name:	Mike Ramsay
Title:	President and Chief Executive Officer
Address:	2160 Gold Street
	P.O. Box 2160
	Alviso, California 95002
	U.S.A.
	Attention: General Counsel
Tel:	408-519-9311
Fax:	408-519-5333
E-mail:	mattz@tivo.com
With copies to:
Maples and Calder, Attorneys-at-Law
Ugland House
P.O. Box 309
George Town, Grand Cayman
Cayman Islands, British West Indies
Attention: Julian Reddyhough
Tel: 345-949-8066
Fax: 345-949-8080
E-mail: Julian.Reddyhough@maplesandcalder.com
and
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
U.S.A.
Attention: Howard H. Chao, Esq.
Tel: 650-473-2600
Fax: 650-473-2601
E-mail: hchao@omm.com

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

Schedule 1

HOLDERS OF SERIES A PREFERRED SHARES

TGC Investment Limited

Ming Kang Hsu

Chain Bright Ltd.

D-Link Corporation

Alpha Networks Inc.

TSC Venture Capital Corporation

SB Asia Infrastructure Fund, L.P.

Mobius Technology Ventures VI L.P.

SOFTBANK U.S. Ventures Fund VI L.P.

Mobius Technology Ventures Advisors Fund VI L.P.

Mobius Technology Ventures Side Fund VI L.P.

New Enterprise Associates 10, L.P.

WK Technology Fund

WK Technology Fund IV

WK Technology Fund V

WK Technology Fund VI

WK Technology Fund VII

WK Technology Fund VIII

WK Global Investment Limited

WK Global Investment II Limited

WK Global Investment III Limited

[Remainder of Page Intentionally Left Blank]

Schedule 2

HOLDERS OF SERIES B PREFERRED SHARES

TiVo Intl II, Inc.

[Remainder of Page Intentionally Left Blank]

Exhibit A

JOINDER AGREEMENT

By executing and delivering this Joinder Agreement (this “Joinder”), the undersigned (the “Investor”) hereby becomes a party to, and irrevocably agrees to be bound by and comply with, the provisions of the Investor Rights Agreement of TGC, Inc., an exempted company incorporated under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), dated August 9, 2004, as it may be amended from time to time, as a: (check as applicable): [            ] Series A Holder, or [            ] Series B Holder.

The Investor agrees, both before and after the date hereof (i) to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to consummate and make effective the transaction contemplated by this Joinder, (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the transaction contemplated hereunder, and (iii) to cooperate with the Company in connection with the foregoing.

Accordingly, the undersigned has executed and delivered this Joinder as of                  ,             .

SHAREHOLDER

If individual:
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	Address:
	Tel:
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If entity:
	By:
	Name
	Title:
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ACKNOWLEDGED and ACCEPTED:

TGC, Inc.

By:

Name:

Title:

EX-10.4

Exhibit 10.4

August 3, 2004

Ta-Wei Chien

Separation Date and Consulting Period

Dear Ta-Wei,

Your employment with TiVo Inc. will terminate on August 3, 2004. For the period commencing on the Separation Date (August 3, 2004) and ending one (1) year later (the “ Consulting Period”), you agree to make yourself available to TiVo Inc. during the Consulting Period, on such dates and times as TiVo may request and are reasonably agreeable to you, as a consultant. During the Consulting Period, you agree to provide such consulting services as reasonably requested by TiVo to assist with transition efforts in the areas of manufacturing and licensing based on the scope of your duties during your term of employment with TiVo. During the Consulting Period, your stock options shall remain exercisable and shall terminate immediately upon the completion of the Consulting Period. Your stock options shall cease to vest as of the Separation Date.

/s/ Ta-Wei Chien	8/3/2004
Ta-Wei Chien	Date
/s/ David Courtney	8-3-2004
David Courtney	Date

TiVo Inc. • 2160 Gold Street • P.O. Box 2160

Alviso, CA 95002

Tel 408.519.9100 • Fax 408.519.5330 • www.tivo.com

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

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

I, Michael Ramsay, 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 quarterly 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)) 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) 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

c) 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: September 9, 2004

/s/ Michael Ramsay

Michael Ramsay

Chief 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, David H. Courtney, 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 quarterly 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)) 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) 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

c) 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: September 9, 2004

/s/ David H. Courtney

David H. Courtney

Executive Vice President, Worldwide

Operations and Administration and

Chief Financial 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 period ending July 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Ramsay, 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: September 9, 2004

/s/ Michael Ramsay

Michael Ramsay

Chief 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 period ending July 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David H. Courtney, 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: September 9, 2004

/s/ David H. Courtney

David H. Courtney

Executive Vice President, Worldwide

Operations and Administration and

Chief Financial Officer