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, 2009

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

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

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

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

The number of shares outstanding of the registrant’s common stock, $0.001 par value, was 108,461,440 as of August 31, 2009.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	4
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 4.	CONTROLS AND PROCEDURES	31
PART II.	OTHER INFORMATION	31
ITEM 1.	LEGAL PROCEEDINGS	31
ITEM 1A.	RISK FACTORS	31
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	31
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	31
ITEM 5.	OTHER INFORMATION	31
ITEM 6.	EXHIBITS	32
SIGNATURES AND OFFICER CERTIFICATIONS		33

© 2009 TiVo Inc. All Rights Reserved.

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

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

• our future investments in subscription acquisition activities, offers of bundled hardware and service subscriptions, advertising expenditures, future use of consumer rebates, hardware subsidies, and other marketing activities and their impact on our total acquisition costs;

• our future earnings including expected future service and technology revenues and future TiVo-Owned and multiple system operators (MSOs)/Broadcasters average revenue per subscription;

• expectations of the growth in the future DVR market generally, and the high definition market specifically;

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

• our financial results, expected future increases in hardware losses, expectations of future revenues and profitability, and expectations for the future use of advertising trade credits;

• our expectations with respect to the possible future outcomes and the possible receipt of additional damages in our on-going litigation with EchoStar;

• our expectations with respect to the timing of further rollout of the TiVo service on Comcast, the launch of the TiVo service on Cox and the launch of the High Definition (HD) DIRECTV DVR with TiVo service;

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

• possible future increases in our operating expenses, including increases in customer support and retention expenditures;

• future subscription growth or attrition of both TiVo-Owned and MSOs/Broadcasters (such as Comcast, Cox, DIRECTV, Seven/Hybrid TV (Australia) and in the future Television New Zealand (TVNZ) (New Zealand), and Cablevision (Mexico)) and deployment of the service by them;

• expectation of future technology and service revenues from MSOs/Broadcasters, such as Comcast, Cox, DIRECTV, Seven/Hybrid TV (Australia) and in the future Television New Zealand (TVNZ) (New Zealand), and Cablevision (Mexico) and deployment of the TiVo service by them;

• future availability of digital content from Blockbuster through the TiVo service;

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

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

• our intentions to continue to grow the number of TiVo-Owned subscriptions through our relationships with major retailers;

• our estimates and expectations related to inventory and inventory-related write-downs and our possible utilization of such inventory reserves in the future;

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

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

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

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

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

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

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

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

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

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TIVO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share and share amounts)

(unaudited)

	July 31, 2009			January 31, 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	147,007		$	162,337
Short-term investments		90,864			44,991
Accounts receivable, net of allowance for doubtful accounts of $960 and $770		12,964			14,283
Inventories		4,849			13,027
Prepaid expenses and other, current		4,640			4,896
Total current assets		260,324			239,534
LONG-TERM ASSETS
Property and equipment, net		10,709			10,285
Purchased technology, capitalized software, and intangible assets, net		10,526			10,597
Prepaid expenses and other, long-term		1,479			1,268
Long-term investments		7,087			3,944
Total long-term assets		29,801			26,094
Total assets	$	290,125		$	265,628
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	10,935		$	9,844
Accrued liabilities		22,448			25,054
Deferred revenue, current		40,705			47,560
Total current liabilities		74,088			82,458
LONG-TERM LIABILITIES
Deferred revenue, long-term		26,054			28,557
Deferred rent and other long-term liabilities		126			126
Total long-term liabilities		26,180			28,683
Total liabilities		100,268			111,141
COMMITMENTS AND CONTINGENCIES (see Note 9)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001:
Authorized shares are 10,000,000;
Issued and outstanding shares - none		—			—
Common stock, par value $0.001:
Authorized shares are 275,000,000;
Issued shares are 108,891,757 and 103,604,015, respectively and outstanding shares are 108,350,354 and 103,370,523, respectively		109			104
Additional paid-in capital		874,435			829,273
Accumulated deficit		(679,262	)		(672,196	)
Treasury stock, at cost - 541,403 shares and 233,492 shares, respectively		(4,082	)		(1,659	)
Accumulated other comprehensive loss		(1,343	)		(1,035	)
Total stockholders’ equity		189,857			154,487
Total liabilities and stockholders’ equity	$	290,125		$	265,628

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

4

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and share amounts)

(unaudited)

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
Revenues
Service revenues	$	41,500		$	48,174		$	83,629		$	96,617
Technology revenues		7,349			5,369			13,735			11,776
Hardware revenues		8,533			11,699			14,909			17,644
Net revenues		57,382			65,242			112,273			126,037
Cost of revenues
Cost of service revenues (1)		9,831			11,245			19,981			22,439
Cost of technology revenues (1)		5,862			3,124			10,345			7,044
Cost of hardware revenues		12,935			15,274			23,511			25,639
Total cost of revenues		28,628			29,643			53,837			55,122
Gross margin		28,754			35,599			58,436			70,915
Research and development (1)		14,358			15,323			29,424			30,071
Sales and marketing (1)		5,463			5,906			11,158			11,842
Sales and marketing, subscription acquisition costs		838			888			1,820			2,047
General and administrative (1)		11,227			10,869			23,469			21,205
Total operating expenses		31,886			32,986			65,871			65,165
Income (loss) from operations		(3,132	)		2,613			(7,435	)		5,750
Interest income		136			421			326			1,000
Interest expense and other		78			(94	)		78			(181	)
Income (loss) before income taxes		(2,918	)		2,940			(7,031	)		6,569
Provision for income taxes		(19	)		(23	)		(35	)		(36	)
Net income (loss)	$	(2,937	)	$	2,917		$	(7,066	)	$	6,533
Net income (loss) per common share - basic	$	(0.03	)	$	0.03		$	(0.07	)	$	0.07
Net income (loss) per common share - diluted	$	(0.03	)	$	0.03		$	(0.07	)	$	0.06
Weighted average common shares used to calculate basic net income (loss) per share		105,840,076			100,025,002			104,076,621			99,705,914
Weighted average common shares used to calculate diluted net income (loss) per share		105,840,076			102,217,222			104,076,621			102,489,411
(1)    Includes stock-based compensation expense as follows :
Cost of service revenues	$	289		$	239		$	552		$	430
Cost of technology revenues		614			507			1,171			1,113
Research and development		1,960			2,140			4,451			4,122
Sales and marketing		550			336			1,235			876
General and administrative		2,571			2,352			5,645			4,510

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

5

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Six Months Ended July 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)	$	(7,066	)	$	6,533
Adjustments to reconcile net income(loss) to net cash provided by(used in) operating activities:
Depreciation and amortization of property and equipment and intangibles		4,610			5,070
Stock-based compensation expense		13,054			11,051
Utilization of trade credits		23			—
Allowance for doubtful accounts		187			69
Changes in assets and liabilities:
Accounts receivable		1,132			5,494
Inventories		8,178			7,838
Prepaid expenses and other		22			(115	)
Accounts payable		525			(9,595	)
Accrued liabilities		(2,565	)		(3,515	)
Deferred revenue		(9,358	)		(12,508	)
Deferred rent and other long-term liabilities		—			(164	)
Net cash provided by operating activities	$	8,742		$	10,158
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments		(160,876	)		—
Sales or maturities of short-term investments		114,952			15,294
Purchase of long-term investment		(3,400	)		—
Acquisition of property and equipment		(2,865	)		(2,535	)
Acquisition of intangibles		(1,532	)		(318	)
Net cash provided by (used in) investing activities	$	(53,721	)	$	12,441
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock related to exercise of common stock options		29,793			5,050
Proceeds from issuance of common stock related to employee stock purchase plan		2,320			—
Treasury Stock - repurchase of stock for tax withholding		(2,423	)		(684	)
Payment under capital lease obligation		(41	)		—
Net cash provided by financing activities	$	29,649		$	4,366
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(15,330	)	$	26,965
CASH AND CASH EQUIVALENTS:
Balance at beginning of period		162,337			78,812
Balance at end of period	$	147,007		$	105,777

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

6

TIVO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. NATURE OF OPERATIONS

TiVo Inc. (together with its subsidiaries the Company or TiVo) was incorporated in August 1997 as a Delaware corporation and is located in Alviso, California. TiVo is a provider of technology and services for digital video recorders (DVRs). The subscription-based TiVo^® service (TiVo service) improves home entertainment by providing consumers with an easy way to record, watch, and control television. TiVo also provides a unique advertising platform and audience research measurement services. The Company conducts its operations through one reportable segment.

The Company is subject to a number of risks, including delays in product and service developments; competitive service offerings; lack of market acceptance; uncertainty of future profitability; the dependence on third parties for manufacturing, marketing, and sales support; the intellectual property claims by and against the Company; access to digital cable signals in connection with CableCard and switched digital technologies; and dependence on its relationships with third party service providers such as Comcast and Seven/Hybrid TV (Australia) and in the future DIRECTV and Cox for subscription growth. The Company anticipates that its business will continue to be seasonal and expects to generate a significant portion of its new subscriptions during and immediately after the holiday shopping season. However, as a result of the recent national and global economic downturn and overall consumer spending decline we are cautious about our subscription growth in the near term.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The 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.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete audited annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of July 31, 2009 and January 31, 2009 and the results of operations for the three and six month periods ended July 31, 2009 and 2008 and condensed consolidated statements of cash flows for the six month periods ended July 31, 2009 and 2008. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2009. Operating results for the three and six month periods ended July 31, 2009 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2010.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, the Company evaluates its estimates, including those related to estimated lives of product lifetime subscriptions, total estimated cost of engineering service agreements, customer programs and incentives, product returns, inventories and related reserves, warranty obligations, contingencies, stock compensation, assessment of other-than-temporary impairment of investments, and litigation. The Company bases estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Illiquid credit markets and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods and actual results could differ from these estimates.

Revenue Recognition and Deferred Revenue

The Company generates service revenues from fees for providing the TiVo service to consumers and through the sale of advertising and audience research measurement services. The Company also generates technology revenues from licensing technology and by providing engineering professional services. In addition, the Company generates hardware revenues from the sale of hardware products that enable the TiVo service.

Service Revenues. Included in service revenues are revenues from recurring and prepaid subscription plans to the TiVo service and fees received from the sale of advertising and audience research measurement services. Monthly and prepaid fixed-length subscription revenues are recognized ratably over the period the service is provided. Subscription revenues from product lifetime subscriptions are recognized ratably over the Company’s estimate of the useful life of a TiVo-enabled DVR associated with the subscription. Effective November 1, 2008, the Company extended the period it uses to recognize product lifetime subscription revenues from 54 months to 60 months for the product lifetime subscriptions acquired on or before October 31, 2007

7

and such change is being recognized on a prospective basis with no adjustment to previously recognized revenues. The new estimates of expected lives are dependant on assumptions with regard to future churn of the product lifetime subscriptions. During fiscal year ending January 31, 2010, the Company will continue to monitor the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with the Company’s current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of its standard definition TiVo units with high definition programming and increased competition, the Company may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period.

End users have the right to cancel their subscription within 30 days of the activation for a full refund. TiVo establishes allowances for expected subscription cancellations. Also included in service revenues are fees received from multiple system operators (MSOs), such as Comcast, DIRECTV, and Seven/Hybrid TV, as well as other service providers for provision of the TiVo service that are recognized as services are provided. When applicable, a percentage of such fees, equal to the fair value of the undelivered development services, is deferred and recognized as technology revenues when development services are provided or as service revenues when the right to use these deferred fees is forfeited.

Technology Revenues. The Company recognizes technology revenues under technology licensing and engineering services agreements in accordance with SOP 97-2, “Software Revenue Recognition,” as amended. In instances where TiVo hosts the TiVo service the Company follows the provisions of the SEC Staff Accounting Bulletin No. 104, “Revenue Recognition,” or SAB 104, and FASB Emerging Issues Task Force Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” or EITF No. 00-21. For each arrangement, the Company determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is probable. Revenue recognition is deferred until such time as all of the criteria are met. Elements included in the Company’s arrangements may include technology licenses and associated maintenance and support, engineering services and other services. Under SOP 97-2 or EITF 00-21, vendor specific objective evidence (VSOE) or verifiable objective evidence (VOE) of fair value, respectively, is required for all undelivered elements in order to recognize revenue related to the delivered element. The timing of revenue recognition related to these transactions will depend, in part, on whether the Company can establish VSOE or VOE 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. The Company has established VSOE of fair value for engineering services based on hourly rates charged for engineering services sold on a standalone basis.

In arrangements which include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue 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 using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known. Provisions for losses on contracts are recorded when estimates indicate that a loss will be incurred on a contract. In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE or VOE for undelivered elements in the contract or because of the lack of reasonably dependable estimates of total costs. In these situations, provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Thereafter, any profit from the engineering professional services is recognized over the period of the maintenance and support or other services that are provided, whichever is longer.

Hardware Revenues. Revenues are recognized upon product shipment to the customers or receipt of the products by the customer, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists and collectibility is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product returns in accordance with SFAS No. 48, “Revenue Recognition When Right of Return Exists”. These allowances are recorded as a direct reduction of revenues and accounts receivable.

In accordance with EITF 01-09, certain payments to retailers and distributors such as market development funds and revenue share are recorded as a reduction of hardware revenues rather than as a sales and marketing expense. TiVo’s policy is to reduce revenue when these payments are incurred and fixed or determinable. The Company also records rebates offered to consumers as a reduction of hardware revenue. In the past, the Company adjusted its rebate liability periodically for changes in redemption rates, changes in duration and amounts of rebate programs and channel inventory quantities subject to such changes. The Company terminated its rebate programs on August 30, 2008. The Company sells the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years or product lifetime and has the option to either pay a monthly fee over the subscription term (monthly program) or to prepay the subscription fee in advance (prepaid program). After the initial committed subscription term, the customers have various pricing options at which they can renew the subscription. The VOE of fair value of the subscription services is established based on standalone sales of the service and varies by pricing plan. Under these bundled programs, revenue is allocated between hardware revenue for the DVR and service revenue for the subscription using the residual value method, with the DVR revenue recognized upon delivery and the subscription revenue being initially deferred and recognized over the term of the service commitment.

8

Inventories and Inventory Valuation

Inventories consist primarily of finished DVR units and are stated at the lower of cost or market on an aggregate basis, with cost determined using the first-in, first-out method. The Company performs a detailed assessment of excess and obsolete inventory and purchase commitments at each balance sheet date, which includes a review of, among other factors, demand requirements and market conditions. Based on this analysis, the Company records adjustments, when appropriate, to reflect inventory of finished products and materials on hand at lower of cost or market and to reserve for products and materials which are not forecasted to be used in future production. During the quarter ended July 31, 2007, the Company recorded an impairment charge of $11.2 million to cost of hardware revenues for inventory on hand and for excess non-cancelable purchase commitments in connection with the Company’s standard definition DVRs. Subsequently, actual sales of the Company’s standard definition DVRs have exceeded original projections due to changing market conditions. As a result, during the three months ended July 31, 2009 the Company’s gross margin was positively impacted by a net benefit of $29,000 from changes in inventory reserves and for the three months ended July 31, 2008 we had a net benefit of $1.4 million, from the sale of inventory that was previously impaired. As of July 31, 2009, the Company maintained a $3.1 million inventory reserve as a result of inventory impairment charges. In accordance with Staff Accounting Bulletin (SAB) Topic 5-BB and Accounting Research Bulletin (ARB) 43 Chapter 4, Inventory Pricing, even if the Company’s current sales projections exceed its original projections, the inventory reserves are not reversed until the previously impaired inventory is sold or scrapped.

Fair Value Measures

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

Statement of Financial Accounting Standards 157, “Fair Value Measurements” (“SFAS 157”), defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. Effective February 1, 2009, the Company adopted SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS 157 did not have a material impact on the Company’s consolidated financial statements.

Under FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”), a company may choose, at specified election dates, to measure eligible items at fair value and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The Company has not elected the fair value option for any eligible financial instruments.

As of May 1, 2009, the Company adopted FASB Staff Position No. 107 (“FSP 107”) and Accounting Principles Board No. 28-1 (“APB 28-1”), Disclosures about Fair Value of Financial Instruments, which requires disclosure about fair value of financial instruments in interim and annual financial statements. The adoption of FSP No. 107 and APB 28-1 had no financial impact on the Company’s condensed consolidated financial statements.

Refer to Note 4, “Fair Value Measurements” of this Form 10-Q for additional information on the adoption of FSP 107, SFAS 157, and SFAS 159.

Business Concentrations and Credit Risk

The Company’s business is concentrated primarily in the United States and is dependant on discretionary consumer spending. Continued uncertainty or adverse changes in the economy could lead to additional significant declines in discretionary consumer spending, which, in turn, could result in further declines in the demand for the TiVo service and TiVo-enabled DVRs. As a result of the recent national and global economic downturn, overall consumer spending has declined. Retailers in North America appear to be taking a more conservative stance in ordering electronics inventory and consumers as well appear to be taking a more conservative stance in discretionary purchases, including TiVo DVRs and service subscriptions. Decreases in demand for the Company’s products and services, particularly during the critical holiday selling season, could have an adverse impact on its operating results and financial condition. Uncertainty and adverse changes in the economy could also increase the risk of losses on the Company’s investments, increase costs associated with developing and producing its products, increase TiVo’s churn rate per month, increase the cost and decrease the availability of potential sources of financing, and increase the Company’s exposure to losses from bad debts, any of which could have an adverse impact on the Company’s financial condition and operating results.

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, short-term and long-term investments, and trade receivables. The Company currently invests the majority of its cash in high-grade government and corporate debt and maintains them with two financial institutions with high credit ratings. As part of its cash management process, the Company performs periodic evaluations of the relative credit ratings of these financial institutions and issuers of the securities the Company owns. The Company has not experienced significant credit losses on its cash, cash equivalents, or short-term and long-term investments.

As of July 31, 2009, the Company held approximately $5.0 million of investments with an auction reset feature (auction-rate securities), with a fair value of $3.7 million that are classified as long term assets. The Company has recorded an unrealized loss on these auction rate securities of $1.3 million. As of July 31, 2009, the estimated fair value of these ARS was $1.3 million lower than their cost. The Company has no intent to sell and it is more-likely-than not that the Company will not be required to sell these ARS prior to recovery. Further, the total unrealized loss is primarily due to a liquidity discount resulting from the failed auctions. Therefore, the Company will continue to treat the decline in fair values as temporary pursuant to FSP

9

115-2 and 124-2 and record the unrealized loss to accumulated other comprehensive income on the accompanying condensed consolidated balance sheet as of July 31, 2009. The Company is exposed to credit risk on its investments to the extent of the amount recorded on the condensed consolidated balance sheet as of July 31, 2009.

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 service revenue contracts as these are primarily obtained through credit card sales. The Company sells its TiVo-enabled DVRs to retailers under customary credit terms and generally requires no collateral. One customer generated 10% of the net revenues for the quarter ended July 31, 2009. The Company’s accounts receivable concentrations as of July 31, 2009 and January 31, 2009 were as follows:

	July 31, 2009		January 31, 2009
DIRECTV	33	%	18	%
Best Buy	22	%	18	%
Seven/Hybrid TV	15	%	7	%
Comcast	8	%	20	%
Other customers	22	%	37	%
Total accounts receivable	100	%	100	%

The Company does not have a long-term written supply agreement with Broadcom, the sole supplier of the system controller for its DVR. In instances where a supply agreement does not exist and 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 if at all.

The TiVo service is enabled through the use of a DVR manufactured for TiVo by a third-party contract manufacturer. The Company also relies on third parties with whom it outsources supply-chain activities related to inventory warehousing, order fulfillment, distribution, and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings, or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with TiVo or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services.

Recent Accounting Pronouncements

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” FSP FAS 157-4 provides additional guidance related to the estimation of fair value when the volume and level of activity for the asset or liability have significantly decreased, the identification of transactions that are not orderly, and the use of judgment in evaluating the relevance of inputs such as transaction prices. FSP FAS 157-4 was effective for the Company’s interim reporting beginning in the second quarter of fiscal 2010. The implementation of this new accounting standard did not significantly change the Company’s valuation or disclosure of financial and nonfinancial assets and liabilities under the scope of FAS 157.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” (FSP FAS 115-2). FSP FAS 115-2 requires a company to recognize the credit component of an other-than-temporary impairment of a debt security in income and the non-credit component in accumulated other comprehensive income when the Company does not intend to sell the security and it is more likely than not the Company will not be required to sell the security prior to recovery. FSP FAS 115-2 also changes the threshold for determining when an other-than-temporary impairment has occurred with respect to intent and ability to hold until recovery and requires additional disclosures. FSP 115-2 was effective for the Company’s interim reporting in the second quarter of fiscal 2010 and its adoption did not have a material impact on its condensed consolidated financial statements.

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted SFAS 165 for the quarter ended July 31, 2009. Adoption did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (SFAS 168). SFAS 168 identifies the FASB Accounting Standards Codification as the authoritative source of generally accepted accounting principles in the United States. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect adoption to have a material impact on our condensed consolidated financial statements.

Subsequent Events

The Company evaluated subsequent events through September 9, 2009, the date of this Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission (SEC).

10

3. CASH AND INVESTMENTS

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

	As of July 31, 2009		As of January 31, 2009
	(in thousands)
Cash and cash equivalents:
Cash	$	3,813	$	8,410
Cash equivalents:
Commercial paper		2,998		—
Money market funds		140,196		153,927
Total cash and cash equivalents		147,007		162,337
Marketable securities:
Certificate of deposit		3,000
Commercial paper		12,375		—
Fixed-rate notes		5,596		—
Corporate bonds		4,879		—
US Treasury securities		45,090		44,991
US agency securities		19,924		—
Auction rate securities (1)		3,687		3,944
Total marketable securities		94,551		48,935
Other investment securities:
Other investment securities - cost method		3,400		—
Total other investment securities (1)		3,400		—
Total cash, cash equivalents, marketable securities and other investment securities	$	244,958	$	211,272

(1) Auction rate securities and other investment securities are included in “Other long-term investments” on the Company’s condensed consolidated balance sheets.

Marketable Securities

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

Approximately $4.0 million of TiVo’s corporate bonds are guaranteed by the full faith and credit of the United States government under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee program (TLGP).

Other Investment Securities

TiVo has investments in a private company where the Company’s ownership is less than 20%. The shares are not publicly traded and the investment is accounted for under the cost method.

Contractual Maturity Date

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

	July 31, 2009
	(in thousands)
Due within 1 year	$	68,575
Due within 1 year through 5 years		22,289
Due within 5 years through 10 years		—
Due after 10 years		3,687
Total	$	94,551

11

Unrealized Gains (Losses) on Marketable Investment Securities

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

	As of July 31, 2009
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Certificate of deposit		3,000	$	—	$	—		$	3,000
Commercial paper		12,373		3		(1	)		12,375
Fixed-rate notes		5,625		—		(29	)		5,596
Corporate bonds		4,870		13		(4	)		4,879
US Treasury securities		45,101		4		(15	)		45,090
US agency securities		19,925		1		(2	)		19,924
Auction rate securities		5,000		—		(1,313	)		3,687
Total	$	95,894	$	21	$	(1,364	)	$	94,551

	As of January 31, 2009
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
US Treasury securities		44,970	$	21	$	—			44,991
Auction rate securities		5,000	$	—	$	(1,056	)		3,944
Total	$	49,970	$	21	$	(1,056	)	$	48,935

The Company had net unrealized losses on its marketable investment portfolio of $1.3 million as of July 31, 2009 and net unrealized losses of $1.0 million as of January 31, 2009. The net unrealized losses as of July 31, 2009 and January 31, 2009 related primarily to long-term marketable securities.

The available-for-sale investments that were in an unrealized loss position as of July 31, 2009 and January 31, 2009, aggregated by length of time that individual securities have been in a continuous loss position, were as follows:

	As of July 31, 2009
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
Fixed-rate notes	$	5,596	$	(29	)	$	—	$	—		$	5,596	$	(29	)
Corporate bonds		4,879		(4	)		—		—			4,879		(4	)
US Treasury securities		45,090		(15	)		—		—			45,090		(15	)
US agency securities		19,924		(2	)		—		—			19,924		(2	)
Auction rate securities		—		—			3,687		(1,313	)		3,687		(1,313	)
	$	75,489	$	(50	)	$	3,687	$	(1,313	)	$	79,176	$	(1,363	)
	As of January 31, 2009
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
Auction rate securities	$	3,944	$	(1,056	)	$	—	$	—		$	3,944	$	(1,056	)
Total	$	3,944	$	(1,056	)	$	—	$	—		$	3,944	$	(1,056	)

As of July 31, 2009, the unrealized losses on the Company’s available-for-sale investments were insignificant in relation to its total available-for-sale portfolio. Substantially all of its unrealized losses on our available-for-sale marketable debt instruments can be attributed to fair value fluctuations in an unstable credit environment that resulted in a decrease in the market liquidity for these debt instruments. The Company is not aware of any specific factors indicating that the underlying issuers of these investments would not be able to pay interest as it becomes due or repay the principal at maturity. Therefore, the Company believes that these changes in the estimated fair values of these marketable investments securities are related to temporary market fluctuations. As of July 31, 2009, the estimated fair value of the Company’s ARS was $1.3 million lower than their cost. The Company has no intent to sell and it is more-likely-than not that the Company will not be required to sell these ARS prior to recovery. Further, the

12

total unrealized loss is primarily due to a liquidity discount resulting from the failed auctions. Therefore, the Company will continue to treat the decline in fair values as temporary pursuant to FSP 115-2 and 124-2 and record the unrealized loss to accumulated other comprehensive income on the accompanying condensed consolidated balance sheet as of July 31, 2009.

4. FAIR VALUE

SFAS 157 defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The Company’s financial instruments are measured and recorded at fair value, except for its cost method investment.

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s cash equivalents and marketable securities are classified within Level 1 or Level 2, with the exception of the investments in auction rate securities. The Company’s investments in auction rate securities are classified within Level 3 because they are valued using a discounted cash flow model. Some of the inputs to this model are unobservable in the market and are significant.

	Assets and Liabilities Measured at Fair Value on a Recurring Basis
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in thousands)
Assets:
Cash equivalents:
Commercial paper	$	2,998	$	—	$	2,998	$	—
Money market funds		140,196		140,196		—		—
Short-term investments:
Certificates of deposit		3,000		3,000		—		—
Commercial paper		12,375		—		12,375		—
Fixed-rate notes		5,596		—		5,596		—
Corporate bonds		4,879		—		4,879		—
US Treasury securities		45,090		45,090		—		—
US agency securities		19,924		19,924		—		—
Long-term investments:
Auction rate securities		3,687		—		—		3,687
	$	237,745	$	208,210	$	25,848	$	3,687

The following table is a reconciliation of financial assets measured at fair value using significant unobservable inputs (Level 3) during the six months ended July 31, 2009 (in thousands):

	Auction Rate Securities (Six Months Ended July 31, 2009)
Balance, January 31, 2009	$	3,944
Transfer into Level 3		—
Total unrealized losses included in other comprehensive income		(257	)
Balance, July 31, 2009	$	3,687

Marketable securities measured at fair value using Level 3 inputs are comprised of auction rate securities. Although auction rate securities would typically be measured using Level 2 inputs, the recent failure of auctions and the lack of market activity and liquidity required that these securities be measured using Level 3 inputs. The underlying assets of the Company’s auction rate securities are collateralized primarily by student loans guaranteed by the U.S. government. The fair value of its auction rate securities was determined using a pricing model that market participants would use that considered projected cash flows for the issuing trusts, underlying collateral and expected yields. Projected cash flows were estimated based on the underlying loan principal, bonds outstanding, and payout formulas. The weighted-average life over which cash flows were projected considered the collateral composition of the securities and related historical and projected prepayments. The discount rates that were applied to the pricing model were based on market conditions and rates for comparable or similar term asset-backed securities as well as other fixed income securities.

13

TiVo also has a direct investment in a privately-held company accounted for under the cost method, which is periodically assessed for other-than-temporary impairment. If the Company determines that an other-than-temporary impairment has occurred, TiVo will write-down the investment to its fair value. The Company estimated fair value of its cost method investment considering available information such as pricing in recent rounds of financing, current cash position, earnings and cash flow forecasts, recent operational performance and any other readily available data. The fair value of a cost method investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. The carrying amount of our cost method investments was $3.4 million as of July 31, 2009. The Company had no cost method investments as of January 31, 2009.

5. INDEMNIFICATION ARRANGEMENTS AND GUARANTEES

Product Warranties

The Company’s standard manufacturer’s warranty period to consumers for TiVo-enabled DVRs is 90 days for parts and labor from the date of consumer purchase, and from 91-365 days for parts only, also known as the Limited Warranty. Within the limited warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect, within 90 days from the date of consumer purchase. Thereafter, consumers may exchange a TiVo-enabled DVR with a product defect for a charge. As of July 31, 2009 and January 31, 2009, the accrued warranty reserve was $197,000 and $200,000, 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. For instance, the Company has undertaken to indemnify its underwriters and certain investors in connection with the issuance and sale of its securities. The Company has also undertaken to indemnify certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws, including certain violations of securities laws with respect to underwriters and investors. The term of these indemnification obligations is generally perpetual. The Company’s obligation to provide indemnification would arise in the event that a third party filed a claim against one of the parties that was covered by the Company’s indemnification obligation. As an example, if a third party sued a customer for intellectual property infringement and the Company agreed to indemnify that customer against such claims, its obligation would be triggered.

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

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

6. NET INCOME (LOSS) PER COMMON SHARE

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

14

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

	Three Months Ended July 31,					Six Months Ended July 31,
	2009			2008		2009			2008
	(In thousands, except per share amounts)
Numerator:
Net income (loss)	$	(2,937	)	$	2,917	$	(7,066	)	$	6,533
Denominator:
Weighted average shares outstanding, excluding unvested restricted stock		105,840			100,025		104,077			99,706
Weighted average effect of dilutive securities:
Stock options and restricted stock		—			2,192		—			2,783
Denominator for diluted net income (loss) per common share		105,840			102,217		104,077			102,489
Basic net income (loss) per common share	$	(0.03	)	$	0.03	$	(0.07	)	$	0.07
Diluted net income (loss) per common share	$	(0.03	)	$	0.03	$	(0.07	)	$	0.06

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

	As of July 31,
	2009	2008
Unvested restricted stock outstanding	4,179,333	808,057
Options to purchase common stock	16,114,059	12,324,478
Total	20,293,392	13,132,535

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

	July 31, 2009			January 31, 2009
	(In thousands)
Furniture and fixtures	$	3,599		$	3,599
Computer and office equipment		16,540			16,559
Lab equipment		3,157			2,906
Leasehold improvements		8,426			8,482
Capitalized internal use software		16,831			14,624
Total property and equipment		48,553			46,170
Less: accumulated depreciation and amortization		(37,844	)		(35,885	)
Property and equipment, net	$	10,709		$	10,285

8. PURCHASED TECHNOLOGY, CAPITALIZED SOFTWARE, AND INTANGIBLE ASSETS, NET

Purchased technology, capitalized software, and intangible assets, net consists of the following:

	July 31, 2009							January 31, 2009
	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
	(In thousands)
Purchased technology	$	1,500	$	(1,500	)	$	—	$	1,500	$	(1,333	)	$	167
Capitalized software		1,951		(1,766	)	$	185		1,951		(1,581	)	$	370
Intellectual property rights		18,115		(7,774	)	$	10,341		16,584		(6,524	)	$	10,060
Purchased technology, capitalized software, and intangible assets	$	21,566	$	(11,040	)	$	10,526	$	20,035	$	(9,438	)	$	10,597

9. COMMITMENT AND CONTINGENCIES

Legal Matters

Intellectual Property Litigation. 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

15

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 April 13, 2006, the jury rendered a verdict in favor of the Company in the amount of approximately $74.0 million dollars. The jury ruled that the Company’s patent is valid and that all nine of the asserted claims in the Company’s patent are infringed by each of the accused EchoStar products. The jury also ruled that the defendants willfully infringed the patent. On September 8, 2006 the district court issued an Amended Final and Permanent injunction that prohibited EchoStar Communications Corporation from making, using, offering for sale or selling in the United States the following EchoStar DVRs: DP-501, DP-508, DP-510, DP-721, DP-921, DP-522, DP-625, DP-942, and all EchoStar Communications Corporation DVRs that are not more than colorably different from any of these products. On October 3, 2006, the United States Court of Appeals for Federal Circuit stayed the district court’s injunction pending appeal. On January 31, 2008, the U.S. Court of Appeals for the Federal Circuit in Washington, D.C. unanimously ruled in favor of TiVo Inc. in connection with EchoStar’s appeal of the district court judgment of patent infringement against EchoStar with respect to several claims (so called software claims) of the patent, upholding the full award of damages from the district court, and ordering that the stay of the district court’s injunction against EchoStar’s infringing digital video recorders that was issued pending appeal will dissolve when the appeal becomes final. The district court’s judgment of infringement by EchoStar of certain other claims of the patent (so called hardware claims) were reversed and remanded for further proceedings. On October 6, 2008, the Supreme Court denied EchoStar’s writ of certiorari. On October 8, 2008, the Company received $104.6 million from EchoStar of which approximately $87.8 million represents damages through September 8, 2006 and was recorded as litigation proceeds within the operating expense section of TiVo’s statement of operations. The remaining approximately $16.8 million was recorded as interest income and represented pre- and post-judgment interest through October 8, 2008. With respect to the district court’s injunction and damages after September 8, 2006, the district court held a hearing on EchoStar’s alleged work around of the Company’s patent on February 17, 2009. On June 2, 2009, the district court found EchoStar in contempt of its permanent injunction regarding EchoStar’s on-going infringement of TiVo’s U.S. Patent No. 6,233,389. The Court also awarded TiVo an additional $103,068,836 plus interest for EchoStar’s continued infringement for the period from September 8, 2006 to April 18, 2008. The Court deferred ruling on the issue of monetary sanctions for contempt of the permanent injunction as well as certain other damages.

On July 1, 2009, the United States Court of Appeals for the Federal Circuit stayed the district court’s ruling pending EchoStar’s appeal of the district court’s decision finding EchoStar in contempt of the permanent injunction. On September 4, 2009, the United States District Court for the Eastern District of Texas awarded TiVo contempt damages in connection with its permanent injunction regarding EchoStar’s on-going infringement of TiVo’s U.S. Patent No. 6,233,389 in the form of an on-going royalty of $2.25 per infringing DVR during the contempt period of April 18, 2008 to July 1, 2009, which amounts to almost $200 million. The Court also awarded TiVo its attorney’s fees and costs incurred during the contempt proceedings. Additionally, on September 4, 2009, the Court awarded TiVo an additional $10.6 million in prejudgment interest in connection with the stay period damages from September 8, 2006 to April 18, 2008 which was previously awarded to TiVo. Enforcement of these awards is stayed pending resolution of EchoStar’s appeal of the district court’s decision finding EchoStar in contempt of the permanent injunction. On August 3, 2009, the United States Patent and Trademark Office (“PTO”) issued an office action in a second reexamination filed by EchoStar preliminarily rejecting Claims 31 and 61 of the Time Warp patent as obvious in light of two references previously considered by the PTO in the first reexamination. The Company intends to defend this action and the validity of the rejected claims in the PTO reexamination vigorously; however, the Company is incurring material expenses in connection with this lawsuit, and in the event there is an adverse outcome, the Company’s business could be harmed. No loss is considered probable or estimable at this time.

On May 30, 2008, Dish Network Corporation and its related entities filed a complaint against TiVo in the U.S. District Court for the District of Delaware for declaratory relief that Dish’s unspecified digital video recorders do not infringe TiVo’s ‘389 patent. On July 7, 2008, TiVo filed a motion to dismiss Dish’s complaint against TiVo for declaratory relief that Dish’s unspecified DVRs do not infringe TiVo’s ‘389 patent. On March 31, 2009, the court denied TiVo’s motion to dismiss. On May 28, 2009, the court ordered the complaint transferred to the Eastern District of Texas which stayed the action on June 19, 2009. The Company intends to defend this action vigorously; however, the Company may incur material expenses in connection with this lawsuit and in the event there is an adverse outcome, the Company’s business could be harmed. The Company may incur expenses in connection with this litigation that may become material in the future. No loss is considered probable or estimable at this time.

        On April 29, 2005, EchoStar Technologies Corporation filed a complaint against TiVo and Humax USA, Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent Nos. 5,774,186 (Interruption Tolerant Video Program Viewing), 6,529,685 B2 (Multimedia Direct Access Storage Device and Formatting Method), 6,208,804 B1 (Multimedia Direct Access Storage Device and Formatting Method) and 6,173,112 B1 (Method and System for Recording In-Progress Broadcast Programs). The complaint alleges that EchoStar Technologies Corporation is the owner by assignment of the patents allegedly infringed. The complaint further alleges that TiVo and Humax have infringed, contributorily infringed and/or actively induced infringement of the patents by making, using, selling or importing digital video recording devices, digital video recording device software and/or personal television services in the United States that allegedly infringe the patents, and that such infringement is willful and ongoing. Under the terms of the Company’s agreement with Humax governing the distribution of certain DVRs that enable the TiVo service, the Company is required to indemnify Humax against any claims, damages, liabilities, costs, and expenses relating to claims that the Company’s technology infringes upon intellectual property rights owned by third parties. On May 10, 2005, Humax formally notified TiVo of the claims against it in this lawsuit as required by Humax’s agreement with TiVo. On July 1, 2005, the defendants filed their answer and counterclaims. On May 10, 2006, the district court dismissed with prejudice, EchoStar’s claim of infringement against TiVo and Humax relating to patent ‘112 (Method and System for Recording In-Progress Broadcast Programs) and claims 21-30 and 32 relating to patent ‘186 (Interruption Tolerant Video Program Viewing). A claim construction hearing was held on May 11, 2006. On July 14, 2006, the magistrate judge for the U.S. District Court for the Eastern District of Texas, issued a stay of the case pending the USPTO completion of proceedings with respect to TiVo’s request for reexamination of the ‘186, ‘685, and ‘804 patents. The Company intends to defend this action vigorously; however, the Company is incurring expenses in connection with this lawsuit, which could become material in the future and in the event there is an adverse outcome, the Company’s business could be harmed. No loss is considered probable or estimable at this time.

16

On December 22, 2008, Guardian Media Technologies, Ltd. filed a complaint against more than 30 companies including TiVo in the U.S. District Court for the Central District of California alleging infringement of U.S. Patent No. 4,930,158 (“Selective Video Playing System”) and 4,930,160 (“Automatic Censorship of Video Programs”). The complaint alleges that Guardian Media Technologies is the owner by assignment of the patents allegedly infringed. The complaint further alleges that prior to the expiration of the patents in 2007, TiVo had infringed, contributorily infringed and/or actively induced infringement of the ‘158 patent and the ‘160 patent by making, having made, using, importing, providing, supplying, distributing, selling and/or offering for sale products and/or systems that infringed or, when used, infringed one or more claims of the patent. On June 15, 2009, the Court dismissed the Complaint against the Company and certain other defendants without prejudice. On July 14, 2009, Guardian Media Technologies filed a new complaint against TiVo in the U.S. District Court for the Central District of California alleging infringement of the same patents and on the same grounds as its previous complaint. The Company intends to defend itself vigorously in this matter. The Company may incur expenses in connection with this litigation that may become material in the future. No loss is considered probable or estimable at this time.

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

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

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

On October 3, 2007, Vanessa Simmonds filed a complaint against the Company’s former lead underwriters Credit Suisse Group and Bank of America (Lead Underwriters), with the Company named as a nominal defendant, in the U.S. District Court for the Western District of Washington alleging violations of Section 16(b) in connection with the Company’s initial public offering and associated transactions in the Company’s stock in the six month period following the Company’s initial public offering by the Company’s Lead Underwriters. On or about December 3, 2007, Ms. Simmonds delivered a copy of the complaint to the Company. The complaint itself is directed solely at the initial public offering underwriters, not at the Company itself, and does not seek any damages or recovery from the Company itself. On February 25, 2008, the plaintiff filed an amended complaint which is substantially similar to the initial complaint, but which also names Credit Suisse Securities (USA), Bank of America

17

Corporation, and Robertson Stevenson, Inc. as defendants in the amended complaint that continues to name the Company only as a nominal defendant. On July 25, 2008, thirty of the issuers, including the Company (collectively, the Moving Issuers), in the coordinated proceeding filed a Joint Motion to Dismiss. Also on July 25, 2008, all of the underwriter defendants in the coordinated proceeding filed an Omnibus Motion to Dismiss. The hearing on the motions to dismiss was held on January 16, 2009. On March 12, 2009, the Court granted both the Issuers’ Joint Motion to Dismiss and the Underwriters’ Omnibus Motion to Dismiss. The Court held that the plaintiff’s demand letters to the Moving Issuers were legally insufficient and therefore the plaintiff lacked standing to maintain the thirty Section 16(b) suits relating to the Moving Issuers. Accordingly, the Court granted without prejudice the Moving Issuers’ Joint Motion to Dismiss, and further held that it would not permit the plaintiff to amend her demand letters. In regard to the Underwriters’ Omnibus Motion to Dismiss, the Court held that the remaining twenty-four Section 16(b) suits were barred by the statute of limitations, and accordingly granted with prejudice the Omnibus Motion to Dismiss as to those suits. On March 31, 2009, plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit of the District Court’s dismissal of these fifty-four actions. On April 14, 2009, the underwriter defendants filed a notice of cross-appeal of that portion of the District Court’s order dismissing without prejudice the thirty Section 16(b) suits relating to the Moving Issuers, on the grounds that such dismissal should be with prejudice. The appeal and cross appeal remain pending. The Company may incur expenses in connection with this litigation that may become material in the future. No loss is considered probable or estimable at this time.

Other. In April 2008, the Attorney General of Missouri served TiVo Inc. with an investigative demand subpoena seeking information as to whether the Company has engaged in any unlawful merchandising practices in connection with its rebate program in the State of Missouri. The Company has been cooperating with the investigation. Should there be an adverse outcome, the Company’s business could be harmed. No loss is considered probable or estimable at this time.

The Company is involved in numerous lawsuits and receives numerous threats of litigation in the ordinary course of its business. The Company assesses potential liabilities in connection with these lawsuits and threatened lawsuits under SFAS No. 5. 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, 2009, the Company has not accrued any liability for any lawsuits filed against the Company, as the conditions for accrual have not been met. The Company expenses legal costs as they are incurred.

10. COMCAST AGREEMENT

On March 15, 2005, the Company entered into a non-exclusive licensing and marketing agreement with Comcast STB Software DVR, LLC (Comcast STB), a wholly-owned subsidiary of Comcast Corporation, and Comcast Corporation, as guarantor of Comcast STB’s obligations under the agreement. The agreement was subsequently amended several times, most recently on March 27, 2008. The Company agreed to develop a TiVo service software solution for deployment on Comcast’s DVR platforms. In addition, the Company agreed to develop a TiVo Interactive Advertising Management System for deployment on Comcast platforms to enable the provision of local and national advertising to Comcast subscribers.

The initial term of this agreement expires on June 30, 2014. The agreement, as amended, provides for eight additional one-year renewal terms beyond the initial term with certain deployment thresholds beginning after June 30, 2019. Comcast has an option to purchase software maintenance and support. Comcast is entitled to a credit redeemable for ongoing development work that is based on a percentage of certain fees received by TiVo under the arrangement. Comcast will pay for any ongoing development work that exceeds the amount of the credit. Under the initial and subsequent Statements of Work (SOWs), subject to the attainment of specified deployment thresholds, Comcast is also entitled to recoup over time certain development fees paid to us through a mechanism effectively resulting in a reduction of certain subscription fees. TiVo will have the continuing right to sell certain types of advertising in connection with the TiVo service offered through Comcast, when such advertising features are developed. TiVo will also have a limited right to sell certain types of advertising on other Comcast platforms enabled with the TiVo advertising management system, subject to Comcast’s option to terminate such right in exchange for certain advertising-related payments.

As part of this agreement, Comcast received a non-exclusive, non-transferable license to our intellectual property in order to deploy the TiVo service software solution and advertising management system, including certain trademark branding rights and a covenant not to assert under TiVo’s patents, which rights extend only to Comcast Corporation, its affiliates, and certain of its vendors and suppliers with respect to Comcast products and services. Such non-exclusive, non-transferable license to the Company’s intellectual property will, under certain circumstances, continue after the termination of this agreement. In addition, Comcast is entitled to certain most favored customer terms as compared with other multi-channel video distributors who license certain TiVo technology. Pursuant to the terms of this agreement, Comcast has the right to terminate the agreement in the event the Company is the subject of certain change of control transactions involving any of certain specified companies. Acceptance of the delivery of the TiVo service software solution by Comcast occurred on June 27, 2007 and the TiVo service has launched in its initial market. Comcast accepted the TiVo advertising management system on March 31, 2008.

During the six months ended July 31, 2009 and 2008, the Company recognized $8.6 million and $7.8 million, respectively in technology revenues and $6.2 million and $5.0 million, respectively in cost of technology revenues, related to the initial development under the original agreement and related to additional engineering work under a SOW entered into on August 27, 2007 for the development of additional releases of the TiVo-branded, TiVo-service enabling software for the Comcast DVR platforms and to enable such software on other Comcast DVR platforms, including Cisco DVRs. The Company was recognizing revenues and costs for the initial development of TiVo service software and TiVo Interactive Advertising Management System

18

based on a zero profit model, which resulted in the recognition of equal amounts of revenues and costs. The engineering work performed under the August 2007 SOW is considered a separate arrangement and revenue from this engineering work is recognized using the percentage-of-completion method subsequent to signing the agreement on August 27, 2007.

11. DEVELOPMENT AGREEMENT AND SERVICES AGREEMENT WITH DIRECTV, INC.

On September 3, 2008, the Company extended its current agreement with DIRECTV for the development, marketing, and distribution of a new HD DIRECTV DVR featuring the TiVo^® service. Under the terms of this non-exclusive arrangement, TiVo is developing a version of the TiVo service for DIRECTV’s broadband-enabled HD DVR for a launch to consumers as soon as possible in calendar year 2010. DIRECTV also has certain additional annual obligations to market and promote the new HD DIRECTV DVR featuring the TiVo Service once it has launched. DIRECTV, upon the deployment of high definition DIRECTV DVRs with TiVo service, is entitled to recoup, over time, a portion of certain development fees through a reduction in certain subscription fees. The new agreement also extends the mutual covenant not to sue with respect to each company’s products and services throughout the term of the new agreement.

Under this new agreement, DIRECTV will pay a substantially higher monthly fee for households using the new high definition DIRECTV DVRs with TiVo (when and if the new version of the TiVo service is deployed) than the fees for previously deployed DIRECTV DVRs with TiVo service. DIRECTV will continue to pay the current monthly fee for all households using only the previously deployed DIRECTV DVRs with TiVo service. The fees paid by DIRECTV are subject to monthly minimum payments that escalate during the term of the agreement starting in 2010 and those minimum payments are substantially higher than in the prior agreement. The Company will continue to defer a portion of these fees as a non-refundable credit to fund mutually agreed development, with excess development work to be funded by DIRECTV. Due to uncertainties over the ultimate profit margin on the development work, the Company recognizes revenues and costs for the development of the TiVo service for DIRECTV’s broadband-enabled HD DVR based on a zero profit model, which results in the recognition of equal amounts of revenues and costs. During the six months ended July 31, 2009, the Company recognized $3.2 million in technology revenues and $3.2 million in cost of technology revenues related to the development of the TiVo service for DIRECTV’s broadband-enabled HD DVR.

12. COMPREHENSIVE INCOME (LOSS)

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

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands)						(In thousands)
Net income (loss)	$	(2,937	)	$	2,917		$	(7,066	)	$	6,533
Other comprehensive income (loss):
Unrealized loss on marketable securities		(58	)		(155	)		(308	)		(549	)
Comprehensive income (loss)	$	(2,995	)	$	2,762		$	(7,374	)	$	5,984

13. SUBSEQUENT EVENTS

On August 26, 2009, TiVo Inc. announced that it had filed separate complaints against AT&T Inc. and Verizon Communications, Inc. in the United States District Court for the Eastern District of Texas for infringement of the following three TiVo patents U.S. Patent Nos. 6,233,389 B1 (“Multimedia Time Warping System”), 7,529,465 B2 (“System for Time Shifting Multimedia Content Streams”), and 7,493,015 B1 (“Automatic Playback Overshoot Correction System”). The complaints seek damages for past infringement and a permanent injunction, similar to that issued by the United States District Court, Eastern District of Texas against EchoStar.

On September 4, 2009, the United States District Court for the Eastern District of Texas awarded TiVo contempt damages in connection with its permanent injunction regarding EchoStar’s on-going infringement of TiVo’s U.S. Patent No. 6,233,389 in the form of an on-going royalty of $2.25 per infringing DVR during the contempt period of April 18, 2008 to July 1, 2009, which amounts to almost $200 million. The Court also awarded TiVo its attorney’s fees and costs incurred during the contempt proceedings. Additionally, on September 4, 2009, the Court awarded TiVo an additional $10.6 million in prejudgment interest in connection with the stay period damages from September 8, 2006 to April 18, 2008 which was previously awarded to TiVo. Enforcement of these awards is stayed pending resolution of EchoStar’s appeal of the district court’s decision finding EchoStar in contempt of the permanent injunction.

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

You should read the following discussion and analysis in conjunction with the consolidated financial statements and the accompanying notes included in this report and our most recent annual report on Form 10-K filed on April 3, 2009, the sections entitled “Risk Factors” in Item 1A of our most recent annual report on Form 10-K and Part II, Item 1A of this quarterly report, as well as other cautionary statements and risks described elsewhere in this report and our most recent annual report on Form 10-K filed on April 3, 2009, before deciding to purchase, sell or hold our common stock.

Company Overview

        We are a leading provider of technology and services for digital video recorders. The subscription-based TiVo service redefines home entertainment by providing consumers with an easy way to record, watch, and control television and receive videos, pictures, and movies from cable, broadcast, and broadband sources. We offer features such as Season Pass™ recordings, WishList^® searches, TiVoToGo™ transfers, access to broadband video content (including premium content delivered from Amazon’s Video on Demand service, Netflix, and in the future Blockbuster), TiVo KidZone, and TiVo Online Scheduling. As of July 31, 2009, there were approximately 3.1 million subscriptions to the TiVo service. We distribute the TiVo DVR through consumer electronics retailers and through our on-line store at TiVo.com. Additionally, we provide the TiVo service through

19

agreements with leading satellite and cable television service providers such as DIRECTV, Comcast, Cablevision Mexico, and potentially, in the future Cox, as well as broadcasters such as Seven/Hybrid TV (Australia) and in the future Television New Zealand (TVNZ) (New Zealand). We also provide innovative marketing solutions for the television industry, including a unique platform for advertisers and audience research measurement.

Executive Overview

During the three and six months ended July 31, 2009, our net revenues decreased $7.9 million and $13.8 million, respectively as compared to the same prior year periods. We recorded a net loss of $2.9 million and $7.1 million for the three and six months ended July 31, 2009, respectively, as compared to a net income of $2.9 million and $6.5 million, respectively, in the same prior year periods. During the three months ended July 31, 2009, we continued to experience a decrease in our TiVo-Owned subscription base as compared to the same prior year period. Our TiVo-Owned subscription gross additions for the quarter ended July 31, 2009 were 31,000, down 14% from 36,000 in the same prior year period. The loss of TiVo-Owned subscriptions was 73,000 subscriptions, leading to net subscription losses of 42,000 TiVo-Owned subscriptions during the quarter ended July 31, 2009. The continued decrease in TiVo-Owned subscription gross additions was primarily due to increased competition and adverse global economic conditions leading to a slow down in the sales of consumer electronic products and TiVo-enabled DVRs in particular.

For this fiscal year ending January 31, 2010, we expect to incur lower consumer hardware rebate expenses as we terminated our rebate programs on August 30, 2008 and do not have plans to engage in further rebate programs this year; however, we anticipate our hardware gross margin loss will increase, as we will have a lower benefit from the utilization of previously reserved inventory during this fiscal year, as compared to the fiscal year ended January 31, 2009. For the fiscal year ended January 31, 2009 we incurred $469,000 of rebate costs and recognized $4.9 million benefit from the utilization of previously reserved inventories. During the six months ended July 31, 2009 we have recognized $288,000 benefit from the utilization of previously reserved inventories and have incurred no rebate expense.

In this fiscal year ending January 31, 2010, we expect to continue our efforts to increase our subscription base by adding new subscriptions through our mass distribution partnerships such as Comcast and through our TiVo-Owned direct and retail sales. However, we expect continued losses in our installed base of MSOs/Broadcasters subscriptions as DIRECTV will not deploy new TiVo boxes prior to the launch of the new HD platform described below and our mass distribution deals with Comcast and Cox are still in the early phases of development and/or deployment. We anticipate service revenue in the fiscal year ending January 31, 2010 to be lower than in fiscal year 2009 as revenues from new TiVo-Owned subscriptions, advertising sales, audience research measurement sales, and from mass distribution partnerships including Comcast, DIRECTV, Seven/Hybrid TV (Australia), and others are expected to be more than offset by the continued decline of product lifetime subscription related revenues as such revenues become fully recognized and continued subscription losses in our TiVo-Owned and MSOs/Broadcasters’ subscriptions.

The TiVo service on Comcast is available in its initial market, Comcast’s New England Division, which includes metro Boston, Southeast Massachusetts, New Hampshire, and Connecticut, with Comcast expected to continue its rollout of the TiVo service on Comcast to additional markets beyond the New England Division.

Key Business Metrics

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

Subscriptions. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our relative position in the marketplace and to forecast future potential service revenues. Below is a table that details the change in our subscription base during the last three fiscal years. The TiVo-Owned lines refer to subscriptions sold directly or indirectly by TiVo to consumers who have TiVo-enabled DVRs and for which TiVo incurs acquisition costs. The MSOs/Broadcasters lines refer to subscriptions sold to consumers by MSOs/Broadcasters such as DIRECTV, Cablevision Mexico, Seven/Hybrid TV (Australia), and Comcast and for which TiVo expects to incur little or no acquisition costs. Additionally, we provide a breakdown of the percent of TiVo-Owned subscriptions for which consumers pay recurring fees, including on a monthly and a prepaid one, two, or three year basis, as opposed to a one-time prepaid product lifetime fee.

	Three Months Ended
(Subscriptions in thousands)	July 31, 2009		April 30, 2009		Jan 31, 2009		Oct 31, 2008		July 31, 2008		April 30, 2008		Jan 31, 2008		Oct 31, 2007
TiVo-Owned Subscription Gross Additions:	31		37		59		44		36		48		109		69
Subscription Net Additions/(Losses):
TiVo-Owned	(42	)	(30	)	(4	)	(28	)	(42	)	(17	)	33		4
MSOs/Broadcasters	(104	)	(109	)	(121	)	(135	)	(136	)	(128	)	(155	)	(134	)
Total Subscription Net Additions/(Losses)	(146	)	(139	)	(125	)	(163	)	(178	)	(145	)	(122	)	(130	)
Cumulative Subscriptions:
TiVo-Owned	1,582		1,624		1,654		1,658		1,686		1,728		1,745		1,712
MSOs/Broadcasters	1,468		1,572		1,681		1,802		1,937		2,073		2,201		2,355
Total Cumulative Subscriptions	3,050		3,196		3,335		3,460		3,623		3,801		3,946		4,067
Fully Amortized Active Lifetime Subscriptions	219		215		225		236		194		163		175		190
% of TiVo-Owned Cumulative Subscriptions paying recurring fees	59	%	59	%	59	%	60	%	60	%	61	%	61	%	60	%

20

We define a “subscription” as a contract referencing a TiVo-enabled DVR for which (i) a consumer has committed to pay for the TiVo service and (ii) service is not canceled. We count product lifetime subscriptions in our subscription base until both of the following conditions are met: (i) the period we use to recognize product lifetime subscription revenues ends; and (ii) the related DVR has not made contact to the TiVo service within the prior six month period. Product lifetime subscriptions past this period which have not called into the TiVo service for six months are not counted in this total. Effective November 1, 2008, we extended the period we use to recognize product lifetime subscription revenues from 54 months to 60 months for all product lifetime subscriptions acquired on or before October 31, 2007. We now amortize all product lifetime subscriptions over a 60 month period. We are not aware of any uniform standards for defining subscriptions and caution that our presentation may not be consistent with that of other companies. Additionally, the subscription fees that some of our MSOs/Broadcasters pay us may be based upon a specific contractual definition of a subscriber or subscription which may not be consistent with how we define a subscription for our reporting purposes.

TiVo-Owned subscriptions declined by 42,000 subscriptions slightly decreasing the TiVo-Owned installed subscription base to approximately 1.6 million subscriptions as of July 31, 2009. We believe this decrease in total TiVo-Owned subscriptions was largely due to the continued decrease in subscription gross additions resulting from increased competition from DVRs distributed by cable and satellite providers as well as the impact of global economic conditions on sales of consumer electronic products. As a result of this competition and current economic conditions, we are cautious about our sales in the near term and we may experience further net losses in our TiVo-Owned subscription base.

As of July 31, 2009, approximately 219,000 product lifetime subscriptions had exceeded the period we use to recognize product lifetime subscription revenues, but had made contact to the TiVo service within the prior six months. Such TiVo product lifetime subscriptions represent approximately 34% of our cumulative lifetime subscriptions as compared to 29% for the same prior year period. We continue to incur minimal costs of service for these subscriptions without recognizing corresponding subscription revenues. We expect the number of fully amortized lifetime subscriptions will further increase during the fiscal year ending January 31, 2010.

Our MSOs/Broadcasters installed subscription base decreased by 469,000 subscriptions to approximately 1.5 million subscriptions as of July 31, 2009, as compared to the same prior year period. This decrease is due to DIRECTV’s promotion of a competing DVR and service and our other mass distribution deals being still in the early phases of development and/or deployment. We have agreed to work with DIRECTV to develop a version of the TiVo service for DIRECTV’s broadband-enabled HD DVR platform which we expect to launch to consumers in calendar 2010.

TiVo-Owned Churn Rate per Month. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our ability to retain existing TiVo-Owned subscriptions (including both monthly and product lifetime subscriptions) by providing services that are competitive in the market. Management believes factors such as service enhancements, service commitments, higher customer satisfaction, and improved customer support may improve this metric. Conversely, management believes factors such as increased competition, lack of competitive service features such as high definition television recording capabilities in our low cost product offerings, current economic conditions, and increased price sensitivity may cause our TiVo-Owned Churn Rate per month to increase.

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

21

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

	Three Months Ended
(Subscriptions in thousands)	July 31, 2009		April 30, 2009		Jan 31, 2009		Oct 31, 2008		July 31, 2008		April 30, 2008		Jan 31, 2008		Oct 31, 2007
Average TiVo-Owned subscriptions	1,604		1,639		1,656		1,675		1,712		1,737		1,727		1,708
TiVo-Owned subscription cancellations	(73	)	(67	)	(63	)	(72	)	(78	)	(65	)	(76	)	(65	)
TiVo-Owned churn rate per month	-1.5	%	-1.4	%	-1.3	%	-1.4	%	-1.5	%	-1.3	%	-1.5	%	-1.3	%

Included in our TiVo-Owned Churn Rate per month are those product lifetime subscriptions that have both reached the end of the revenue recognition period and whose DVRs have not contacted the TiVo service within the prior six months. Conversely, we do not count as churn product lifetime subscriptions that have not reached the end of the revenue recognition period, regardless of whether such subscriptions continue to contact the TiVo service. TiVo-Owned Churn Rate per month was 1.5% for the quarters ended July 31, 2009 and 2008. We expect churn to increase further in future periods as a result of increasing inactive product lifetime subscriptions, competition from other providers, the weak economy, and the growing importance of encrypted digital and high definition television recording capabilities which can only be accessed through either a cable or satellite provided set top box or through a box which incorporates CableCARD™ technology (which is only available through cable and some telco providers) and a switched digital adapter if necessary.

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

	Three Months Ended
Subscription Acquisition Costs	July 31, 2009			Apr 30, 2009			Jan 31, 2009			Oct 31, 2008			Jul 31, 2008			Apr 30, 2008			Jan 31, 2008			Oct 31, 2007
	(In thousands, except SAC)
Sales and marketing, subscription acquisition costs	$	838		$	982		$	1,690		$	2,301		$	888		$	1,159		$	7,195		$	9,050
Hardware revenues		(8,533	)		(6,376	)		(10,712	)		(12,777	)		(11,699	)		(5,945	)		(16,066	)		(17,240	)
Less: MSOs/Broadcasters-related hardware revenues		1,516			(27	)		362			3,339			4,934			698			—			—
Cost of hardware revenues		12,935			10,576			15,764			16,339			15,274			10,365			23,929			29,144
Less: MSOs/Broadcasters-related cost of hardware revenues		(1,433	)		(6	)		(385	)		(3,100	)		(4,524	)		(581	)		—			—
Total Acquisition Costs		5,323			5,149			6,719			6,102			4,873			5,696			15,058			20,954
TiVo-Owned Subscription Gross Additions		31			37			59			44			36			48			109			69
Subscription Acquisition Costs (SAC)	$	172		$	139		$	114		$	139		$	135		$	119		$	138		$	304
	Twelve Months Ended
Subscription Acquisition Costs	July 31, 2009			April 30, 2009			Jan 31, 2009			Oct 31, 2008			July 31, 2008			April 30, 2008			Jan 31, 2008			Oct 31, 2007
							(In thousands, except SAC)
Sales and marketing, subscription acquisition costs	$	5,811		$	5,861		$	6,038		$	11,543		$	18,292		$	26,419		$	31,050		$	33,770
Hardware revenues		(38,398	)		(41,564	)		(41,133	)		(46,487	)		(50,950	)		(45,450	)		(41,798	)		(45,622	)
Less: MSOs/Broadcasters-related hardware revenues		5,190			8,608			9,333			8,971			5,632			698			—			—
Cost of hardware revenues		55,614			57,953			57,742			65,907			78,712			91,677			92,052			111,760
Less: MSOs/Broadcasters-related cost of hardware revenues		(4,924	)		(8,015	)		(8,590	)		(8,205	)		(5,105	)		(581	)		—			—
Total Acquisition Costs		23,293			22,843			23,390			31,729			46,581			72,763			81,304			99,908
TiVo-Owned Subscription Gross Additions		171			176			187			237			262			267			276			330
Subscription Acquisition Costs (SAC)	$	136		$	130		$	125		$	134		$	178		$	273		$	295		$	303

22

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

During the three months ended July 31, 2009, our total acquisition costs were $5.3 million, an increase of $450,000 from the same prior year period. Our TiVo-Owned hardware gross margin loss increased by $500,000. This increase in hardware gross margin loss is related in part to a lower benefit from utilization of previously reserved inventory sold during the quarter ended July 31, 2009 as compared to the same prior year period. During the quarter ended July 31, 2009 we had a net benefit of $29,000 mainly from changes in inventory reserves as compared to $1.4 million utilization of previously reserved inventory in the same prior year period. These increases were offset by lower sales and marketing, subscription acquisition costs of $50,000 as we continue to manage these costs.

During the twelve months ended July 31, 2009 our total acquisition costs were $23.3 million, a 50% decrease when compared to the $46.6 million in total acquisition costs from the same prior year period. The decrease in total acquisition costs was primarily related to a decrease in our sales and marketing subscription acquisition costs of $12.5 million, largely related to decreased advertising spending. Additionally we had a decrease in our hardware gross margin loss of $10.8 million for the twelve months ended July 31, 2009 as compared to the same prior year period. This hardware gross margin loss improvement was primarily related to lower DVR sales volumes.

The decrease in SAC of $42, for the twelve months ended July 31, 2009 as compared to the same prior year period, was largely related to decreased sales and marketing subscription acquisition spending of $12.5 million, offset by fewer subscription gross additions during the twelve month period.

Average Revenue Per Subscription or ARPU. Management reviews this metric, and believes it may be useful to investors, in order to evaluate the potential of our subscription base to generate revenues from a variety of sources, including subscription fees, advertising, and audience research measurement. ARPU does not include rebates, revenue share, and other payments to channel that reduce our GAAP revenues. As a result, you should not use ARPU as a substitute for measures of financial performance calculated in accordance with GAAP. Management believes it is useful to consider this metric excluding the costs associated with rebates, revenue share, and other payments to channel because of the discretionary and varying nature of these expenses and because management believes these expenses, which are included in hardware revenues, net, are more appropriately monitored as part of SAC. We are not aware of any uniform standards for calculating ARPU and caution that our presentation may not be consistent with that of other companies.

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

	Three Months Ended
TiVo-Owned Average Revenue per Subscription	July 31, 2009			April 30, 2009			Jan 31, 2009			Oct 31, 2008			July 31, 2008			April 30, 2008			Jan 31, 2008			Oct 31, 2007
				(In thousands, except ARPU)
Total service revenues		41,500			42,129			44,115			47,676			48,174			48,443			51,025			52,940
Less: MSOs/Broadcasters-related service revenues		(4,315	)		(4,522	)		(5,137	)		(5,772	)		(5,781	)		(5,699	)		(7,133	)		(6,599	)
TiVo-Owned-related service revenues		37,185			37,607			38,978			41,904			42,393			42,744			43,892			46,341
Average TiVo-Owned revenues per month		12,395			12,536			12,993			13,968			14,131			14,248			14,631			15,447
Average TiVo-Owned per month subscriptions		1,604			1,639			1,656			1,675			1,712			1,737			1,727			1,708
TiVo-Owned ARPU per month	$	7.73		$	7.65		$	7.85		$	8.34		$	8.25		$	8.20		$	8.47		$	9.04

The decrease in TiVo-Owned ARPU per month for the quarter ended July 31, 2009 was largely due to a higher number of product lifetime subscriptions that are fully amortized, as compared to the same prior year period coupled with lower product lifetime revenues as the amortization period we use to recognize product lifetime subscriptions is longer. Effective November 1, 2008, we have extended the period we use to recognize product lifetime subscription revenues from 54 months to 60 months for all new and not fully amortized product lifetime subscriptions. We now amortize all product lifetime subscriptions over a 60 month period. Refer to Critical Accounting Estimates “Recognition Period for Product Lifetime Subscriptions Revenues.” Due to this extended revenue recognition period and the reduction in our subscription rates in November 2008, we expect fiscal year 2010 TiVo-Owned ARPU per month to be lower.

23

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

MSOs/Broadcasters Average Revenue per Subscription	Three Months Ended
	July 31, 2009			April 30, 2009			Jan 31, 2009			Oct 31, 2008			July 31, 2008			April 30, 2008			Jan 31, 2008			Oct 31, 2007
				(In thousands, except ARPU)
Total service revenues		41,500			42,129			44,115			47,676			48,174			48,443			51,025			52,940
Less: TiVo-Owned-related service revenues		(37,185	)		(37,607	)		(38,978	)		(41,904	)		(42,393	)		(42,744	)		(43,892	)		(46,341	)
MSOs/Broadcasters-related service revenues		4,315			4,522			5,137			5,772			5,781			5,699			7,133			6,599
Average MSOs/Broadcasters revenues per month		1,438			1,507			1,712			1,924			1,927			1,900			2,378			2,200
Average MSOs/Broadcasters per month subscriptions		1,521			1,625			1,743			1,868			2,009			2,136			2,279			2,422
MSOs/Broadcasters ARPU per month	$	0.95		$	0.93		$	0.98		$	1.03		$	0.96		$	0.89		$	1.04		$	0.91

The MSOs/Broadcasters’ related service revenues for the quarter ended July 31, 2009 decreased $0.01 per subscription to $0.95 per subscription, as compared $0.96 for the same prior year period, and increased $0.02 as compared to the quarter ended April 30, 2009. These fluctuations in average revenue per subscription are primarily related to fluctuations in MSOs/Broadcasters’-related advertising revenues.

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 condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles as described in Item 1. Note 2. “Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements. 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 ongoing 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 condensed consolidated financial statements.

Recognition Period for Product Lifetime Subscriptions Revenues. From time-to-time TiVo has offered for general sale a product lifetime subscription option for the life of the DVR for a one-time, prepaid payment. During the quarter ended January 31, 2009, we extended the period used to recognize product lifetime subscription revenues for the product lifetime subscriptions acquired on or before October 31, 2007 from 54 months to 60 months, resulting in a reduction of service revenue of $706,000 for the quarter ended July 31, 2009. The new estimates of expected lives are dependant on assumptions with regard to future churn of the product lifetime subscriptions. As of July 31 2009, 219,000 product lifetime subscriptions have exceeded the period we use to recognize product lifetime subscription revenues and had made contact with the TiVo service within the prior six month period. This represents approximately 34% of our cumulative lifetime subscriptions as compared to 29% the quarter ended July 31, 2008. During fiscal year ending January 31, 2010, we will continue to monitor the useful life of a TiVo-enabled DVR and the impact of the differences between actual churn and forecasted churn rates. If subsequent actual experience is not in line with our current assumptions, including higher churn of product lifetime subscriptions due to the incompatibility of our standard definition TiVo units with high definition programming and increased competition, we may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period.

        Engineering Services Project Cost Estimates. We recognize revenues for software engineering services that are essential to the functionality of the software or involve significant customization or modification using the percentage-of-completion method, as described in Statement of Position (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, principally labor, 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 we believe to be reasonable under the circumstances. These estimates include forecasting of costs and schedules, projecting cost to complete, tracking progress of costs incurred to date, and projecting the remaining effort to complete the project. Costs included in engineering 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 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 services contracts that were expected to be losses at the time of acceptance. 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 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 profit or the recording of a loss that would be borne solely by TiVo. For the quarter ended July 31, 2009, the majority of our technology revenues are related to Comcast, DIRECTV, and Seven/Hybrid TV (New Zealand).

24

Valuation of Inventory. We value inventory at the lower of cost or market with cost determined on the first-in, first-out method. We base write-downs of inventories upon current facts and circumstances and determine net realizable value on an aggregate pool basis (DVR type). We perform a detailed assessment of excess and obsolete inventory and purchase commitments at each balance sheet date, which includes a review of, among other factors, demand requirements and market conditions. Based on this analysis, we record adjustments, when appropriate, to reflect inventory of finished products and materials on hand at lower of cost or market and to reserve for products or materials which are not forecasted to be used. We also record accruals for charges that represent management’s estimate of our exposure to the contract manufacturer for excess non-cancelable purchase commitments. Although we make every effort to ensure the accuracy of our forecasts of product demand and pricing assumptions, any significant unanticipated changes in demand, pricing, or technological developments would significantly impact the value of our inventory and our reported operating results. If we find that our estimates are too optimistic and determine that our inventory needs to be written down, we will be required to recognize such costs in our cost of revenue at the time of such determination. Conversely, if we find our estimates are too pessimistic and/or circumstances beyond our control change and we subsequently sell product that has previously been written down, our gross margin in the period of sale will be favorably impacted. For example, in the quarter ended July 31, 2007, we anticipated demand would be lower than the previously expected sales of standard definition DVRs and this change in our sales forecast resulted in an impairment of $7.5 million in raw materials and finished goods inventory and we reserved an additional $3.7 million for excess non-cancelable purchase commitments. During the quarter ended July 31, 2009 we had a net benefit of $29,000 from changes in impaired inventory and in the three months ended July 31, 2008, we consumed $1.4 million of previously impaired inventory, due to better than expected sales of our standard definition DVR.

Valuation of Stock-Based Compensation. We recognize expense related to our stock-based awards under the fair-value provisions of SFAS 123( R), “Share Based Payment”. The fair value of our restricted stock awards was calculated based on the fair market value of our stock at the grant date. We use the Black Scholes option pricing model to determine the fair value of our stock options and ESPP awards which requires input of highly subjective assumptions, including expected stock price volatility and the estimated life of each award and interest rates.

The expected volatility is based on a combination of historical volatility of our common stock and implied volatility in market traded options on our common stock. The expected life of stock options granted prior to December 31, 2007 was based on the simplified calculation of expected life as defined by Staff Accounting Bulletin (SAB) 107, “Share-Based Payment”. The expected life of stock options granted after January 1, 2008 is based on historical employee exercise patterns associated with prior similar option grants. The interest rate is base on the average of U.S. Treasury yield curve on investments with lives approximating the term during the fiscal quarter an option is granted. The majority of our share-based awards granted in fiscal 2010 through July 31, 2009 has been in restricted stock units, whose valuation does not require input of these highly subjective assumptions, including expected stock price volatility and the estimated life of each award and interest rates and thus the valuation is less judgmental.

In addition, SFAS No. 123R requires us to develop an estimate of the number of share-based awards which will be forfeited due to employee turnover. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Quarterly changes in the estimated forfeiture rate can affect our gross margin, research and development expenses, sales and marketing expenses, and general and administrative expenses. The expense we recognize in future periods could also differ from the current period and/or our forecasts due to adjustments in the assumed forfeiture rates.

Recent Accounting Pronouncements

In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” FSP FAS 157-4 provides additional guidance related to the estimation of fair value when the volume and level of activity for the asset or liability have significantly decreased, the identification of transactions that are not orderly, and the use of judgment in evaluating the relevance of inputs such as transaction prices. FSP FAS 157-4 was effective for our interim reporting beginning in the second quarter of fiscal 2010. The implementation of this new accounting standard did not significantly change our valuation or disclosure of financial and nonfinancial assets and liabilities under the scope of FAS 157.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” (FSP FAS 115-2). FSP FAS 115-2 requires a company to recognize the credit component of an other-than-temporary impairment of a debt security in income and the non-credit component in accumulated other comprehensive income when the Company does not intend to sell the security and it is more likely than not we will not be required to sell the security prior to recovery. FSP FAS 115-2 also changes the threshold for determining when an other-than-temporary impairment has occurred with respect to intent and ability to hold until recovery and requires additional disclosures. FSP 115-2 was effective for our interim reporting in the second quarter of fiscal 2010 and its adoption did not have a material impact on our condensed consolidated financial statements.

        In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted SFAS 165 for the quarter ended July 31, 2009. Adoption did not have a material impact on our condensed consolidated financial statements.

25

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (SFAS 168). SFAS 168 identifies the FASB Accounting Standards Codification as the authoritative source of generally accepted accounting principles in the United States. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not expect adoption to have a material impact on our condensed consolidated financial statements.

Results of Operations

Net Revenues. Our net revenues for the three and six months ended July 31, 2009 and 2008 as a percentage of total net revenues were as follows:

	Three Months Ended July 31,										Six Months Ended July 31,
	2009					2008					2009					2008
	(In thousands, except percentages)
Service revenues	$	41,500		72	%	$	48,174		74	%	$	83,629		75	%	$	96,617		77	%
Technology revenues		7,349		13	%		5,369		8	%	$	13,735		12	%	$	11,776		9	%
Hardware revenues		8,533		15	%		11,699		18	%	$	14,909		13	%	$	17,644		14	%
Net revenues	$	57,382		100	%	$	65,242		100	%	$	112,273		100	%	$	126,037		100	%
Change from same prior year period		-12	%				4	%				-11	%				2	%

Service Revenues. The decrease in Service revenues of $6.7 million and $13.0 million in the three and six months ended July 31, 2009, as compared to the same prior year period was due to a lower cumulative subscription base and from lower TiVo-Owned product lifetime service revenues due to increased number of fully-amortized product lifetime subscriptions and an increase in the amortization period we use to recognize revenues from the sale of our product lifetime service subscriptions. Also contributing to the decrease was a decline in MSOs/Broadcaster revenue as DIRECTV will not offer new TiVo service subscriptions to its customers until launch of the new High Definition platform and therefore, we continue to experience cancellations of our existing DIRECTV subscription base. Our decision to extend the period we use to recognize product lifetime subscriptions, as described in our Critical Accounting Estimates under “Recognition Period for Product Lifetime Subscriptions Revenues” resulted in a reduction of service revenues of $706,000 and $2.1 million for the three and six months ended July 31, 2009, respectively.

Technology Revenues. Technology revenues for the three and six months ended July 31, 2009 increase $2.0 million, as compared to the same prior year periods primarily due to higher volume of work for DIRECTV. For the three and six month periods ended July 31, 2009, the majority of our technology revenues are related to Comcast, DIRECTV, and Seven/Hybrid TV (New Zealand) whereas the majority of our technology revenues for the three and six months ended July 31, 2008 were related to Comcast and our international customers.

Hardware Revenues. Hardware revenues, net of allowance for sales returns and net of rebates for the three and six months ended July 31, 2009, decreased by $3.2 million and $2.7 million, respectively, as compared to the same prior year periods. The decreases in net hardware revenues for the three and six month period is related to the decline in the number of units sold during the three and six month periods ended July 31, 2009 as compared to the same prior year periods.

Cost of service revenues.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
Cost of service revenues	$	9,831		$	11,245		$	19,981		$	22,439
Change from same prior year period		-13	%		12	%		-11	%		11	%
Percentage of service revenues		24	%		23	%		24	%		23	%
Service gross margin	$	31,669		$	36,929		$	63,648		$	74,178
Service gross margin as a percentage of service revenues		76	%		77	%		76	%		77	%

Costs of service revenues consist primarily of telecommunication and network expenses, employee salaries, call center, credit card processing fees, and other expenses related to providing the TiVo service. Cost of service revenues for the three and six months ended July 31, 2009 decreased by $1.4 million and $2.5 million, as compared to the same prior year periods. The decrease in cost of service revenues for the three months ended July 31, 2009 was related to decreased telecommunication costs of $113,000, decreased bank charges and fees of $299,000, and decreased service center expenses of $941,000.

The decrease in cost of service revenues for the six months ended July 31, 2009 was related to decreased telecommunication costs of $282,000 decreased bank charges and fees of $573,000, decreased direct marketing expenses of $374,000, decrease allocated IT expenses of $445,000, and decreased service center expenses of $789,000.

26

Cost of technology revenues.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
Cost of technology revenues	$	5,862		$	3,124		$	10,345		$	7,044
Change from same prior year period		88	%		-15	%		47	%		-2	%
Percentage of technology revenues		80	%		58	%		75	%		60	%
Technology gross margin	$	1,487		$	2,245		$	3,390		$	4,732
Technology gross margin as a percentage of technology revenues		20	%		42	%		25	%		40	%

Cost of technology revenues includes costs associated with our development work primarily for Comcast, DIRECTV, and our international projects. Cost of technology revenues during the three and six months ended July 31, 2009 increased by 88% and 47% or $2.7 million and $3.3 million, respectively as compared to the same prior year periods. These increases in costs of technology revenues are associated with the increase in technology revenues. Technology gross margin for the three and six months ended July 31, 2009 decreased by $758,000 and $1.3 million, respectively as compared to the same prior year periods. These decreases in technology gross margin are primarily related to the DIRECTV development work and the methodology used to recognize revenues related to this work and lower profitability on our technology development work. During the three and six months ended July 31, 2009 we recognized revenues and costs for DIRECTV development work on a zero profit model, which resulted in the recognition of equal amounts of revenues and costs.

Cost of hardware revenues.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
Cost of hardware revenues	$	12,935		$	15,274		$	23,511		$	25,639
Change from same prior year period		-15	%		-46	%		-8	%		-34	%
Percentage of hardware revenues		152	%		131	%		158	%		145	%
Hardware gross margin	$	(4,402	)	$	(3,575	)	$	(8,602	)	$	(7,995	)
Hardware gross margin as a percentage of hardware revenue		-52	%		-31	%		-58	%		-45	%

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 sell this hardware primarily as a means to grow our service revenues and, as a result, do not generate positive gross margins from these hardware sales. Our costs of hardware sales for the three and six month periods ended July 31, 2009 decreased by $2.3 million and $2.1 million, respectively as compared to the same prior year period primarily because we sold fewer TiVo units as compared to the same prior year periods.

Hardware gross margin loss for the three and six months ended July 31, 2009 increased by $827,000 and $607,000, respectively, as compared to the same prior year periods. This increase in hardware gross margin loss is largely attributed to the lower number of standard definition DVRs sold during the three and six months ended July 31, 2009, as compared to the same prior year periods. This resulted in less of a recognized benefit from utilization of previously impaired standard definition inventory, as compared to the same prior year period.

Research and development expenses.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
Research and development expenses	$	14,358		$	15,323		$	29,424		$	30,071
Change from same prior year period		-6	%		2	%		-2	%		3	%
Percentage of net revenues		25	%		23	%		26	%		24	%

Our research and development expenses consist primarily of employee salaries, related expenses, and consulting expenses. Our research and development expenses for the three and six months ended July 31, 2009 decreased by $1.0 million and $647,000 as compared to the same prior year periods.

The decrease in research and development expenses for the three and six months ended July 31, 2009 was largely related to higher utilization of our engineering staff on development projects generating technology revenues resulting in $1.8 million and $2.2 million in higher allocations of research and development expense to cost of technology revenues, during the three and six months ended July 31, 2009, respectively. In the three and six months ended July 31, 2009 these expenses were partially offset by $733,000 and $742,000, respectively in higher consulting and temporary expenses, as we engaged outside resources for our internal technology projects. Also impacting the six month period ending July 31, 2009 was increased employee benefits expenses of $277,000 and increased non cash stock compensation of $330,000.

27

Sales and marketing expenses.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
Sales and marketing expenses	$	5,463		$	5,906		$	11,158		$	11,842
Change from same prior year period		-8	%		10	%		-6	%		11	%
Percentage of net revenues		10	%		9	%		10	%		9	%

Sales and marketing expenses consist primarily of employee salaries and related expenses. Sales and marketing expenses decreased $443,000 and $684,000 during the three and six month periods ended July 31, 2009, respectively. These decreases were related to lower temporary employee expenses of $174,000 and $374,000, respectively, as we reduced our temporary headcount. Additionally, we reduced travel and entertainment expenses by $135,000 and $212,000, respectively, as we continue to manage our sales and marketing expenses.

Sales and marketing, subscription acquisition costs.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
Sales and marketing, subscription acquisition costs	$	838		$	888		$	1,820		$	2,047
Change from same prior year period		-6	%		-90	%		-11	%		-86	%
Percentage of net revenues		1	%		1	%		2	%		2	%

Sales and marketing, subscription acquisition costs include advertising expenses and promotional expenses directly related to our efforts to acquire new TiVo-Owned subscriptions to the TiVo service. Sales and marketing, subscription acquisition costs during the three and six months ended July 31, 2009 was relatively flat as compared to the same prior year periods.

General and administrative expenses.

	Three Months Ended July 31,						Six Months Ended July 31,
	2009			2008			2009			2008
	(In thousands, except percentages)
General and administrative	$	11,227		$	10,869		$	23,469		$	21,205
Change from same prior year period		3	%		5	%		11	%		-2	%
Percentage of net revenues		20	%		17	%		21	%		17	%

General and administrative expenses consist primarily of employee salaries and related expenses for executive, administrative, accounting, information technology systems, facility costs, and legal and professional fees. During the three month period ended July 31, 2009, the increase of $358,000 in general and administrative expenses, as compared to the same prior year period, was largely related to increased legal spending of $632,000 related to our EchoStar litigation, increased stock compensation expenses of $220,000, and increased IT expenses. These increases were offset by a reduction in salary and wage expenses of $480,000, as we reduced our headcount as compared to the same prior year period.

During the six month period ended July 31, 2009, the increase of $2.3 million in general and administrative expenses, as compared to the same prior year period, was largely related to increased legal spending of $2.7 million related to our EchoStar litigation, increased stock compensation expenses of $1.1 million, and a $407,000 increase in IT expenses. These increases were offset by a reduction in salary and wage expenses of $656,000, as we reduced our headcount as compared to the same prior year period, a decrease of $403,000 in property tax expenses, $183,000 in decreased business insurance expenses, $450,000 in decreased temporary employee and consulting fees, and a $208,000 decrease in accounting and tax service fees.

Interest income.

Interest income resulting from cash, cash equivalents, and short-term investments held in interest bearing accounts and short-term investments for the three and six months ended July 31, 2009 was $136,000 and $326,000, respectively. This was a decrease of $285,000 and $674,000 as compared to the same prior year periods. These decreases were primarily a result of a decreases in the average interest rate earned in the three and six months ended July 31, 2009 as compared to the same prior year periods.

Liquidity and Capital Resources

We have financed our operations and met our capital expenditure requirements primarily from the proceeds from the sale of equity securities and funds generated from operations. Our cash resources are subject, in part, to the amount and timing of cash received from our subscriptions, licensing and engineering services customers, and hardware customers. As of July 31, 2009, we had $237.9 million of cash, cash equivalents, and short-term investments. We believe our cash and cash equivalents, combined with funds generated from operations, provide sufficient resources to fund operations, capital expenditures, and working capital needs through the next twelve months.

28

Statement of Cash Flows Discussion

Our primary sources of liquidity are cash flows provided by operations, investing, and financing activities. Although we currently anticipate these sources of liquidity, together with cash and cash equivalents will be sufficient to meet our cash needs through the next twelve months, 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. If we need to raise additional funds in the future and are unable to do so or obtain additional financing on acceptable terms in the future, it is possible we would have to limit certain planned activities including sales and marketing and research and development activities. Please refer to Part II, Item 1A, “Risk Factors” in this Report and Part I, Item 1A, “Risk Factors” in our most recent annual report on Form 10-K for further discussion.

The following table summarizes our cash flow activities:

	Six Months Ended July 31,
	2009			2008
Net cash provided by (used in) operating activities	$	8,742		$	10,158
Net cash provided by (used in) investing activities	$	(53,721	)	$	12,441
Net cash provided by financing activities	$	29,649		$	4,366

Net Cash Provided by (Used in) Operating Activities

During the six months ended July 31, 2009 our net cash provided by operating activities was $8.7 million as compared to $10.2 million during the same prior year period. This change in operating cash flow was largely attributed to the timing of vendor payments which decreased by approximately $11.1 million and was offset by a decrease in accounts receivable collections of approximately $4.4 million combined with the decline of $13.6 million in net income (loss) for the six month period ended July 31, 2009 and non-cash stock compensation expense increased by $2.0 million as compared to the same prior year period.

Net Cash Used in Investing Activities

The net cash used by investing activities for the six months ended July 31, 2009 was approximately $53.7 million compared to net cash provided by investing activities of $12.4 million for the same prior year period. The net cash used in investing activities for the six months ended July 31, 2009, was largely related to TiVo’s cash management process, and the purchase and sales of short-term investments resulting in a net expenditure of cash and cash equivalents of $45.9 million (which resulted in a corresponding increase in short-term investments of $45.9 million). Additionally, during the quarter we acquired property and equipment of $2.9 million which is used to support our business, and intangible assets of $1.5 million to enhance our patent portfolio. Finally, we paid $3.4 million for the purchase of a long term investment. This investment is being accounted for under the cost method of accounting.

Net Cash Provided by Financing Activities

For the six months ended July 31, 2009, the principal sources of cash generated from financing activities was related to the issuance of common stock upon exercise of stock options which generated $29.8 million and the issuance of common stock related to the employee stock purchase plan on June 30, 2009 of $2.3 million. This was partially offset by the repurchase of $2.4 million in restricted stock to satisfy employee tax withholdings.

Financing Agreements

Universal Shelf Registration Statement.

We have an effective universal shelf registration statement on Form S-3 (No. 333-146156) 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 on market conditions, we may issue securities under this or future registration statements or in private offerings exempt from registration requirements.

29

Contractual Obligations

	Payments due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Operating leases	$	15,036	$	2,357	$	5,548	$	3,966	$	3,165
Purchase obligations		12,038		12,038		—		—		—
Total contractual cash obligations	$	27,074	$	14,395	$	5,548	$	3,966	$	3,165

Purchase Commitments with Contract Manufacturers and Suppliers. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help assure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. The table above displays that portion of our purchase commitments arising from these agreements that is firm, non-cancelable, and unconditional. If there are unexpected changes to anticipated demand for our products or in the sales mix of our products, some of the firm, non-cancelable, and unconditional purchase commitments may result in TiVo being committed to purchase excess inventory. The above table does not include a reserve of $759,000 for excess non-cancelable purchase commitments which is included in accrued liabilities on our condensed consolidated balance sheet dated July 31, 2009.

As of July 31, 2009, the Company recorded gross unrecognized tax benefits of approximately $126,000, which are classified as long-term liabilities in the condensed consolidated balance sheet. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes; therefore, such amounts are not included in the above contractual obligation table.

Our other commercial commitment as of July 31, 2009, was our standby letter of credit issued to the landlord of our Alviso, California offices in the amount shown below:

	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Standby letter of credit	$	327	$	150	$	150	$	27	$	—
Total contractual obligations	$	327	$	150	$	150	$	27	$	—

Off-Balance Sheet Arrangements

As part of our ongoing business, we generally do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Accordingly, our operating results, financial condition, and cash flows are not generally subject to off-balance sheet risks associated with these types of arrangements. We did not have any material off-balance sheet arrangements as of July 31, 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

As of July 31, 2009, we held approximately $5.0 million principal amount of investments with an auction reset feature (auction-rate securities), with a fair value of $3.7 million that are classified as long term assets. We have recorded an unrealized loss on these auction rate securities of $1.3 million. The Company has the intent and ability and believes it will hold these securities until their anticipated recovery. Based on our expected operating cash flows, and our other sources of cash, we do not anticipate the potential lack of liquidity on these investments will materially affect our ability to execute our current business plan.

30

ITEM 4. CONTROLS AND PROCEDURES

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures, as defined above, were effective in reaching a reasonable level of assurance as of July 31, 2009 (the end of the period covered by this Report).

There have been no changes in our internal control over financial reporting during the three months ended July 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented or over-ridden by the individual acts of some persons, by the collusion of two or more people, or by management. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements or omissions due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information under the heading “Legal Matters” set forth under Note 9 and 13 of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item  1 of this report, is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risk factors described in our annual report on Form 10-K for the year ended January 31, 2009 in the section entitled “Risk Factors”, in addition to the other cautionary statements and risks described elsewhere, and the other information contained in this report and in our other filings with the SEC, including our annual report on Form 10-K for the year ended January 31, 2009 and subsequent reports on Forms 10-Q and 8-K.

ITEM 2. UNREGISTERED SALES OF EQUITY 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 under the heading “Subsequent Events” set forth under Note 13 of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report, is incorporated herein by reference.

31

ITEM 6. EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.1	Amendment to the Licensed Data Agreement, dated as of November 15, 2007, by and between Tribune Media Services, Inc. and TiVo Inc. (filed herewith).
10.2+	First Amendment to the Licensed Data Agreement, dated as of June 1, 2009, by and between Tribune Media Services, Inc. and TiVo Inc. (filed herewith).
10.3	Second Amendment to Lease Agreement, dated as of May 1, 2009, between TiVo Inc. and Bixby Technologies Center, LLC as successor-in-interest to WIX/NSJ Real Estate Limited Partnership (filed herewith).
10.4+	Master Marketing and Development Agreement, effective as of July 7, 2009, between TiVo Inc. and Best Buy Stores, L.P (filed herewith).
31.1	Certification of Thomas S. Rogers, President and Chief Executive Officer of TiVo Inc. dated September 9, 2009 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 Anna Brunelle, Chief Financial Officer of TiVo Inc. dated September 9, 2009 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 Thomas S. Rogers, President and Chief Executive Officer of TiVo Inc. dated September 9, 2009 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 Anna Brunelle, Chief Financial Officer of TiVo Inc. dated September 9, 2009 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.

32

SIGNATURES AND OFFICER CERTIFICATIONS

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

	TIVO INC.
Date: September 9, 2009	By:	/s/    THOMAS ROGERS
		Thomas Rogers
		President and Chief Executive (Principal Executive Officer)
Date: September 9, 2009	By:	/s/    ANNA BRUNELLE
		Anna Brunelle
		Chief Financial Officer (Principal Financial and Accounting Officer)

33

EX-10.1

Exhibit 10.1

AMENDMENT TO

TRIBUNE MEDIA SERVICES LICENSED DATA AGREEMENT

This Amendment (“Amendment”) is made and entered into as of the later of the two signature dates below, by and between Tribune Media Services, Inc., (“TMS”), a Delaware corporation having a place of business at 435 N. Michigan Ave., Chicago, IL 60611, and TiVo Inc. (“TiVo”), a Delaware corporation having a place of business at 2160 Gold Street, Alviso, California 95002, and amends that certain Licensed Data Agreement between TMS and TiVo dated May 14, 2007 (the “Agreement”). Each capitalized term used and not defined in this Amendment shall have the meaning set forth in the Agreement.

WHEREAS, TMS and TiVo wish to change the manner in which the parties scope and perform development initiatives for improving TMS Licensed Data from the procedures set forth in the Agreement.

THEREFORE, in consideration of the mutual promises set forth below and in Agreement, and intending to be legally bound, the parties agree as follows:

1. Section 8(g). Section 8(g) is hereby deleted and replaced with the following:

(g) Development Initiatives.

(1) Development Requests: TiVo may request, in writing, quality improvements and other enhancements to the TMS Licensed Data “Development Requests”). Starting on October 1, 2007, TiVo may make up to two (2) Development Requests in each calendar quarter, not including the “Initial Development Requests,” defined below. TiVo can provide a relative priority of a given Development Request, and in the case of multiple pending requests, TMS will follow such priority in responding. Notwithstanding the foregoing, TiVo may change the priority of or withdraw any pending Development Request until such time as TMS begins work on the corresponding Scope Document (defined below).

(2) Response/Scope Documents: TMS will respond in writing to each Development Request by providing TiVo with a high-level scope document (“Scope Document”). Each Scope Document will outline the feasibility, recommended approach, cost to TiVo (if any), and a good faith estimate of the timeframe for implementing a given Development Request. TMS will provide a Scope Document within fifteen (15) business days of receipt of a Development Request. If TiVo makes multiple Development Requests, TMS will provide Scope Documents sequentially, every 15 business days, until TMS has responded to all such requests. If TMS poses questions to TiVo in response to a Development Request, then the above due dates will be extended by the number of days (if any) it takes for TiVo to respond to such TMS questions. If TMS determines that a given Development Request cannot be adequately scoped within the given timeframe due to its size or complexity, TMS will submit a draft Scope Document within the given timeframe that includes the delivery date for the final Scope Document. TiVo agrees to respond to TMS questions, in writing, within 5 business days. Tivo agrees to accept or ask questions about a Scope Document within fifteen (15) business days after TiVo’s receipt thereof, or that Scope Document will be deemed accepted.

(3) Development: After TiVo receives a Scope Document, TiVo may request in writing that TMS proceed with development. TMS, in turn, will use commercially reasonable efforts to implement development requests. Prior to TMS commencing work on a development initiative, the parties will mutually agree upon acceptance standards and the scope of the project in writing. If the project solely benefits TiVo, then development and licensing fees will be negotiated in good faith between TiVo and TMS (either to be credited against the Development Cost Commitment (defined below), or, if the Development Cost Commitment has been expended, then to be paid by TiVo); otherwise, development will be completed at no cost TiVo.

One Apollo Drive • Glens Falls, NY 12801 • 800.424.4747 • 518.793.8861 • Fax 518.793.3732

333 Glen Street • Glens Falls, NY 12801 • 800.833.9581 • 518.792.9914 • Fax 518.792.4414

(4) Priority. After receipt of a Scope Document, TiVo will communicate in writing the order in which initiatives should be prioritized for TMS delivery. TMS will make best efforts to schedule delivery based on these priorities, but may alter the order based on previously committed development roadmaps. TiVo may reprioritize or withdraw requests at any time, in writing, with the exception that once development for a committed request begins, that request may not be reprioritized or withdrawn. TiVo must request a development initiative to be delivered at least 120 days from request date unless (i) TMS scopes the initiative as fewer than 120 days; or (ii) TMS approves of such expedited request.

(5) Costs/Payment: TMS will incur a maximum of one hundred thousand dollars ($100,000.00) in development costs at no additional charge to TiVo, during each twelve month period from the Effective Date (“Development Cost Commitment”). TMS will use best efforts to deliver products to TiVo in the amount of time TMS scoped. The Development Cost Commitment will be decremented by the amount of costs (if any) of a development project accepted by TiVo. TiVo and TMS will reasonably cooperate to negotiate any costs that exceed one hundred thousand dollars ($100,000.00) in any twelve-month period. For the sake of clarity, the parties agree that Development Cost Commitments shall not be carried over from one year to the next.

1

(6) Pre-Approved Initiatives: TiVo has made four (4) Development Requests to TMS (the “Initial Requests”), for which TMS has provided, or is working on providing, Scope Documents. TiVo has also made 4 additional Development Requests (“Requests 5-8”); however, TiVo hereby rescinds Requests 5-8. TMS has not, and will not, perform work in response to Requests 5-8. TMS will use commercially reasonable efforts to implement the Initial Requests in accordance with the priority level and schedule agreed to by TiVo therefor.

(7) General: TiVo and TMS will meet quarterly to review TiVo request priorities, delivery schedules and status, and TMS development roadmaps. Once accepted by TiVo, such development initiatives shall be deemed TiVo Development Initiative Products.

2. No Other Modifications. Except as provided in this Amendment, the Agreement (as amended) shall remain unchanged and in full force and effect.

3. Entire Agreement. The terms and conditions of this Amendment constitute the entire agreement between the parties with respect to the subject matter of this Amendment and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

4. Counterparts. This Amendment may be executed in one or more counterparts, including facsimiles, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.

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

TRIBUNE MEDIA SERVICES, INC.		TIVO INC.
By:	/s/ James D. Fehnel	By:	/s/ Mark Roberts
Name:	James D. (Jay) Fehnel	Name:	Mark Roberts
Title:	Vice President of Entertainment Products	Title:	Sr. Vice President, Consumer Products & Operations
Date:	15 Nov, 2007	Date:	11/6/2007
Sales Representative: Amy Mann

2

EX-10.2

Exhibit 10.2

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.

FIRST AMENDMENT TO

TRIBUNE MEDIA SERVICES

LICENSED DATA AGREEMENT

This First Amendment (“First Amendment“) is made and entered into as of June 1, 2009 (the “First Amendment Effective Date”), by and between TiVo Inc. (“TiVo“), and Tribune Media Services, Inc. (“TMS“), and amends The Tribune Media Services Licensed Data Agreement dated May 14, 2007 (the “Agreement“). Each capitalized term used and not defined in this First Amendment shall have the meaning set forth in the Agreement.

In consideration of the mutual promises set forth below and in Agreement, and intending to be legally bound, the parties agree as follows:

1. Exhibit A, [*]. Services will include those received prior to this First Amendment and add all [*] information.

2. Exhibit A, [*]. Services will include those products received prior to this First Amendment. Additional TV Schedules and Channel Lineups are priced as specified in the Agreement.

3. [*].

4. Termination. After the Initial Term, either party may, by providing written notice to the other one year in advance, terminate that portion of this First Amendment concerning [*].

5. Right of Proposal. TiVo will reasonably provide TMS the [*].

6. No Other Modifications. Except as provided in this First Amendment, the Agreement (as amended) shall remain unchanged and in full force and effect.

7. Entire Agreement. The terms and conditions of this First Amendment constitute the entire agreement between the parties with respect to the subject matter of this First Amendment and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

[*]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

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.

8. Counterparts. This First Amendment may be executed in one or more counterparts, including facsimiles, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment by their respective duly authorized officers.

TRIBUNE MEDIA SERVICES, INC.		TIVO INC.
By:	/s/ James D. (Jay) Fehnel	By:	/s/ Joshua Danovitz
Name:	James D. (Jay) Fehnel	Name:	Joshua Danovitz
Title:	VP, Entertainment Products	Title:	VP, GM International
	Tribune Media Services, Inc.

2

EX-10.3

Exhibit 10.3

SECOND AMENDMENT

TO LEASE AGREEMENT

This SECOND AMENDMENT TO LEASE AGREEMENT (“Amendment”), is entered into as of the 15th day of May, 2009, by and between BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company (“Landlord”), as successor-in-interest to WIX/NSJ Real Estate Limited Partnership, a Delaware limited partnership (“Prior Landlord”), and TIVO INC., a Delaware corporation (“Tenant”), with reference to the facts set forth in the Recitals below.

RECITALS:

A. Prior Landlord and Tenant entered into that certain Lease Agreement dated October 6, 1999 (the “Original Lease”) and amended by that certain First Amendment to Lease Agreement dated February 1, 2006 (the “First Amendment”) (the Original Lease as amended by the First Amendment may hereinafter be referred to as the “Lease”) pursuant to which Landlord currently leases to Tenant the buildings located at 2160 and 2190 Gold Street, San Jose, California 95002 (the “Premises”). The Premises are part of the development known as Bixby Technology Center (the “Project”). The Premises contain approximately 127,124 rentable square feet. Landlord has succeeded to Prior Landlord’s interest as landlord under the Lease.

B. Capitalized terms not defined in this Amendment have the meanings given to them in the Lease.

C. The Lease Term is scheduled to expire on January 31, 2010.

D. Landlord and Tenant desire to amend the Lease in order to, among other things, extend the Lease Term, all upon and subject to the terms set forth below.

AGREEMENT:

NOW THEREFORE, in consideration of the above Recitals and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Second Extended Term. The Term is hereby extended for eighty-four (84) additional months from February 1, 2010 (“2^nd Extended Term Commencement Date”), expiring on January 31, 2017, unless sooner terminated pursuant to the terms of the Lease (the “2^nd Extended Term”).

2. Base Rent. Prior to the 2^nd Extended Term Commencement Date, Tenant shall continue to pay Base Rent for the Premises in accordance with the Lease. Commencing as of the 2^nd Extended Term Commencement Date and continuing throughout the 2^nd Extended Term, Tenant shall make payments of Base Rent on a monthly basis pursuant to the Lease in accordance with the following schedule:

Period	Monthly Base Rent
February 1, 2010 – January 31, 2011	$	139,836.40
February 1, 2011 – January 31, 2012	$	146,192.60
February 1, 2012 – January 31, 2013	$	152,548.80
February 1, 2013 – January 31, 2014	$	158,905.00
February 1, 2014 – January 31, 2015	$	165,261.20
February 1, 2015 – January 31, 2016	$	171,617.40
February 1, 2016 – January 31, 2017	$	177,973.60

3. Condition of Premises. Tenant acknowledges that it is presently in possession of the Premises pursuant to the Lease and is fully aware of the condition of the Premises. So long as Tenant is not in default under the Lease as amended hereby (the “Amended Lease”), Landlord shall provide to Tenant an allowance of Eight Hundred Eighty-Nine Thousand Eight Hundred Sixty-Eight and No/100 Dollars ($889,868.00) (the “Allowance”) which shall be used by Tenant for purposes of completing improvements to the Premises (the “Tenant Work”) pursuant to the terms of the Work Letter Agreement attached hereto as Exhibit “A”. Tenant acknowledges that except for the Allowance, Landlord shall not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with the 2nd Extended Term, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Amended Lease, neither Landlord nor

1

any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Buildings or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s business and that all representations and warranties of Landlord, if any, are as set forth in the Amended Lease.

4. Signage. Subject to Tenant’s compliance with the terms of this Paragraph 4, Tenant is hereby granted the right to install one (1) panel (“Tenant’s Panel”) on a monument sign to be constructed on the Project (“Monument Sign”), the location of which shall be determined in Landlord’s sole and absolute discretion. The size, design, color and other physical aspects of Tenant’s Panel to be located on the Monument Sign will be subject to (i) Landlord’s written approval prior to installation, which approval may not be unreasonably withheld or delayed, (ii) any covenants, conditions or restrictions governing the Project, including, without limitation, Landlord’s signage criteria, and (iii) any applicable municipal or governmental permits and approvals. Furthermore, Tenant’s right to install Tenant’s Panel is expressly subject to and contingent upon Landlord receiving the approval and consent to install the Monument Sign and Tenant’s Panel from the City of San Jose, California, its architectural review board, any other applicable governmental or quasi-governmental governmental agency and any architectural review committee under the covenants, conditions and restrictions recorded against the Project (if and to the extent applicable). Landlord agrees to use its commercially best efforts to obtain such approval at no cost to Tenant. If such approval and consent are obtained, Landlord shall install the Monument Sign and Tenant’s Panel in accordance with this Paragraph 4 at Landlord’s sole cost and expense.

Tenant will be solely responsible for all costs for maintenance, repair and removal of Tenant’s Panel located on the Monument Sign. Tenant agrees upon the expiration date or sooner termination of the Lease to remove Tenant’s Panel and restore any damage to the Monument Sign and/or Project caused by such removal, at Tenant’s expense. If Tenant fails to remove Tenant’s Panel from the Monument Sign upon termination of the Amended Lease and repair any damage caused by such removal, Landlord may do so at Tenant’s sole cost and expense. Tenant agrees to reimburse Landlord for all costs reasonably incurred by Landlord to effect any maintenance or removal on Tenant’s account, which amount will be deemed additional rent, and may include, without limitation, all sums disbursed, incurred or deposited by Landlord including Landlord’s reasonable costs, expenses and actual attorneys’ fees with interest thereon from the date of Landlord’s demand until paid by Tenant. The right granted to Tenant under this Lease to install Tenant’s Panel on the Monument Sign is personal to Tenant and may not be assigned, transferred or otherwise conveyed to any assignee or subtenant of Tenant without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion.

5. Notice Addresses.

(a) Landlord’s Address for notices and payment of rent set forth in the Lease is hereby deleted and replaced by the following address:

Bixby Technology Center, LLC

c/o Bixby Land Company

2211 Michelson Drive, Suite 500

Irvine, California 92612

Attention: Property Manager

(b) Tenant’s address for notices under the Amended Lease is the Premises.

6. ERISA. Tenant represents and warrants to Landlord that neither Tenant nor any guarantor of Tenant’s obligations under the Lease is (a) a party in interest, as defined in Section 3(14) of the of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to the AFL-CIO Building Investment Trust (“Trust”), or of any of the plans participating therein, or (b) a disqualified person under Section 4975(e)(2) of the Internal Revenue Code of 1986, as amended (“Code”), with respect to the Trust or the plans participating therein. Neither Tenant nor any guarantor of Tenant’s obligations under the Lease shall take any action that would cause the Lease or the exercise by Landlord or the Trust of any rights hereunder, to be a non-exempt prohibited transaction under ERISA. Notwithstanding any contrary provision of the Lease, Tenant shall not assign the Lease or sublease all or any portion of the New Premises unless (i) such assignee or subtenant delivers to Landlord a certification (in form and content satisfactory to Landlord) with respect to the status of such assignee or subtenant (and any guarantor of such assignee’s or subtenant’s obligations) as a party in interest and a disqualified person, as provided above; and (ii) such assignee or subtenant undertakes not to take any action that would cause the Lease or the exercise by Landlord or the Trust of any rights hereunder, to constitute a non-exempt prohibited transaction under ERISA.

Notwithstanding any contrary provision of the Lease, Tenant shall not (a) sublease all or any portion of the New Premises under a sublease in which the rent is based on the net income or net profits of any person, or (b) take any other action with respect to the Lease or the New Premises such that the revenues to be received by Landlord or the Trust from time to time in connection with the Lease would, as a result of such action, be subject to the Unrelated Business Income Tax under Sections 511 through 514 of the Code.

Tenant agrees that it shall incorporate the requirements of this Section 9 in any sublease of the New Premises (without implying Landlord’s consent thereto).

2

7. Labor. Tenant shall use Union Labor (defined below) for all maintenance, repair, and replacement of the New Premises (the “Maintenance Labor Covenant”). Notwithstanding the foregoing, the Maintenance Labor Covenant shall not apply to (i) the services for installation, operation, maintenance and repair of personal property owned exclusively by Tenant (e.g., computer systems, telephones, and furniture other than modular furniture) or for any of Tenant’s specialized equipment, (ii) a specific item or instance of maintenance, repair or replacement to the extent Union Labor is not available in the market to perform such specific item or instance of maintenance, repair or replacement, and/or (iii) maintenance, repairs and replacements that may be and are self-performed by the existing staff of Tenant without the retention, engagement or hiring of any third party or additional employee. Tenant shall (a) include the Maintenance Labor Covenant in each of its service contracts, (b) provide such evidence as Landlord may reasonably require, from time to time during the Lease Term, that the Maintenance Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each service contract entered into by Tenant for such services, and (c) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the New Premises (without implying Landlord’s consent to same).

In addition to any other conditions contained in the Lease with respect to Tenant making any alterations or improvements, before making any alterations or improvements to the interior or exterior of the New Premises, Tenant shall (a) deliver to Landlord evidence satisfactory to Landlord that Tenant shall cause such construction or alteration work (collectively, the “Construction Activities”) to be performed by contractors who employ craft workers who are members of unions that are affiliated with The Building and Construction Trades Department, AFL-CIO (“Union Labor”), and such work shall conform to traditional craft jurisdictions as established in the area (the “Construction Labor Covenant”), (b) include the Construction Labor Covenant in each of its contracts for the Construction Activities, (c) provide such evidence as Landlord may reasonably require, from time to time during the course of the Construction Activities, that the Construction Labor Covenant is being fully and faithfully observed and Tenant shall include the obligation to provide such evidence in each contract entered into by Tenant for the Construction Activities, and (d) incorporate the foregoing requirements in any sublease, license, or occupancy agreement relating to all or any part of the New Premises (without implying Landlord’s consent to same). Tenant shall require that all contractors and subcontractors, of whatever tier, performing Construction Activities agree to submit all construction jurisdictional disputes (i.e., disputes about which union is the appropriate union to perform a given contract) to final and binding arbitration to the procedures of the jointly administered “Plan for the Settlement of Jurisdictional Disputes in the Construction Industry,” a dispute resolution plan established and administered by The Building and Construction Trades Department, AFL-CIO, and various construction industry employer associations. If a resolution to a construction-related jurisdictional dispute cannot be obtained through The Building and Construction Trades Department, AFL-CIO, contractors and subcontractors, of whatever tier, shall agree to submit all such disputes to final and binding arbitration procedures to be administered by the American Arbitration Association (“AAA”) and in conformity with AAA’s Commercial Arbitration Rules, Expedited Procedures, with an arbitrator who is an experienced labor arbitrator and is a member of the National Academy of Arbitration.

8. Broker. Tenant hereby represents to Landlord that Tenant has dealt with no broker other than NAIBT Commercial (“Broker”) in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment (other than Broker).

9. No Other Modifications. Except as modified in this Agreement, all other terms and conditions of the Lease shall remain unchanged and in full force and effect. To the extent of a conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall prevail. A breach by Tenant of any of the terms of this Amendment shall constitute a material breach by Tenant of the Lease as to which Landlord shall have all rights and remedies. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.

3

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.

TENANT:			LANDLORD:
TIVO, INC., a Delaware corporation			BIXBY TECHNOLOGY CENTER, LLC, a California limited liability company
By:	/s/ Thomas S. Rogers		By:	BixbyBIT Investments, LLC, a Delaware limited liability company its sole member
	Print Name:	Thomas S. Rogers
	Print Title:	CEO & President
By:				By:	BLC Ventures I, LLC, a Delaware limited liability company, its Managing Member
	Print Name:
	Print Title:
					By:	Bixby Land Company, a California corporation, its Managing Member
						By:	/s/ Michael F. Severson
							Name:	Michael F. Severson
							Title:	VP
						By:	/s/ Jim Wolford
							Name:	Jim Wolford
							Title:	CFO

4

EXHIBIT “A”

WORK LETTER AGREEMENT

This WORK LETTER AGREEMENT (“Tenant Work Letter”) is made as of the __ day of May, 2009 by and between BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company (“Landlord”), and TIVO INC., a Delaware corporation (“Tenant”).

RECITALS:

A. Concurrently herewith, Landlord and Tenant have entered into a lease amendment (the “Amendment”) covering the Premises. All terms not defined herein have the same meaning as set forth in the Lease. To the extent applicable, the provisions of the Lease are incorporated herein by this reference.

B. In order to induce Tenant to enter into the Amendment and in consideration of the mutual covenants hereinafter contained, Landlord and Tenant agree as follows:

1. TENANT IMPROVEMENTS.

1.1 Tenant Improvements. As used in the Lease and this Tenant Work Letter, the term “Tenant Improvements” or “Tenant Improvement Work” or “Tenant’s Work” means those items of general tenant improvement construction contemplated to be performed by Tenant hereunder. Tenant’s Work is contemplated to be performed in phases (each, a “Phase”). Prior to commencing work on any Phase, Tenant shall comply with the terms of this Tenant Work Letter, including, without limitation, Paragraph 3.

1.2 Work Schedule. Prior to commencing construction on any Phase, Tenant will deliver to Landlord, for Landlord’s review and approval, a schedule (“Work Schedule”) which will set forth the timetable for the planning and completion of the installation of the Tenant Improvements.

2. CONSTRUCTION REPRESENTATIVES.

2.1 Landlord hereby appoints the following person(s) as Landlord’s representative (“Landlord’s Representative”) to act for Landlord in all matters covered by this Tenant Work Letter: _________________________.

2.2 Tenant hereby appoints the following person(s) as Tenant’s representative (“Tenant’s Representative”) to act for Tenant in all matters covered by this Tenant Work Letter: _________________________.

2.3 All communications with respect to the matters covered by this Tenant Work Letter are to be made to Landlord’s Representative or Tenant’s Representative, as the case may be, in writing in compliance with the notice provisions of the Lease. Either party may change its representative under this Work Letter Agreement at any time by written notice to the other party in compliance with the notice provisions of the Lease.

3. TENANT IMPROVEMENT PLANS.

3.1 Preparation of Space Plans. In accordance with the Work Schedule, Landlord agrees to meet with Tenant’s architect and/or space planner for the purpose of promptly preparing preliminary space plans for the layout of Premises (“Space Plans”). The Space Plans are to be sufficient to convey the architectural design of the Premises and layout of the Tenant Improvements therein and are to be submitted to Landlord in accordance with the Work Schedule for Landlord’s approval. If Landlord reasonably disapproves any aspect of the Space Plans, Landlord will advise Tenant in writing of such disapproval and the reasons therefor in accordance with the Work Schedule. Tenant will then submit to Landlord for Landlord’s approval, in accordance with the Work Schedule, a redesign of the Space Plans incorporating the revisions reasonably required by Landlord.

3.2 Preparation of Final Plans. Based on the approved Space Plans, and in accordance with the Work Schedule, Tenant’s architect will prepare complete architectural plans, drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of the Tenant Improvements for the Premises (collectively, the “Final Plans”). The Final Plans will show (a) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (b) all internal and external communications and utility facilities which will require conduiting or other improvements from the base building shell work and/or within common areas; and (c) all other specifications for the Tenant Improvements. The Final Plans will be submitted to Landlord for signature to confirm that they are consistent with the Space Plans. If Landlord reasonably disapproves any aspect of the Final Plans based on any inconsistency with the Space Plans, Landlord agrees to advise Tenant in writing of such disapproval and the reasons therefor within the time frame set forth in the Work Schedule. In accordance with the Work Schedule, Tenant will then cause Tenant’s architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans consistent with the Space Plans.

Exhibit “A”

1

3.3 Requirements of Tenant’s Final Plans. Tenant’s Final Plans will include locations and complete dimensions, and the Tenant Improvements, as shown on the Final Plans, will: (i) be compatible with the building shell and with the design, construction and equipment of the building; (ii) if not comprised of the building standards set forth in the written description thereof (the “Standards”), then compatible with and of at least equal quality as the Standards and approved by Landlord; (iii) comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; (iv) not require building service beyond the level normally provided to other tenants in the building and will not overload the building floors; and (v) be of a nature and quality consistent with the overall objectives of Landlord for the building, as determined by Landlord in its reasonable but subjective discretion.

3.4 Submittal of Final Plans. Once approved by Landlord and Tenant, Tenant’s architect will submit the Final Plans to the appropriate governmental agencies for plan checking and the issuance of a building permit. Tenant’s architect, with Landlord’s cooperation, will make any changes to the Final Plans which are requested by the applicable governmental authorities to obtain the building permit. After approval of the Final Plans no further changes may be made without the prior written approval of both Landlord and Tenant, and then only after agreement by Tenant to pay any excess costs resulting from the design and/or construction of such changes.

3.5 Surrender. Pursuant to Section 10.2 of the Original Lease, Landlord may notify Tenant, upon Tenant’s submittal of the Final Plans to Landlord, which, if any, of the Tenant Improvements that Landlord desires Tenant to remove upon expiration or earlier termination of the Lease.

3.6 Changes to Shell of Building. If the Final Plans or any amendment thereof or supplement thereto shall require changes in the building shell, the increased cost of the building shell work caused by such changes will be paid for by Tenant or charged against the “Allowance” described in Section 4 below.

4. PAYMENT FOR THE TENANT IMPROVEMENTS.

4.1 Allowance. Landlord hereby grants to Tenant a tenant improvement allowance of Eight Hundred Eighty-Nine Thousand Eight Hundred Sixty-Eight and No/100 Dollars ($889,868.00) (the “Allowance”).

4.2 Application of the Allowance. Except as otherwise set forth in this Tenant Work Letter, the Allowance shall be disbursed by Landlord (each of which disbursement shall be made pursuant to Landlord’s disbursement process as set forth in Section 4.3, below) only for the following items and costs relating to the Premises (collectively the “Allowance Items” or “Allowance Costs”) requested and approved for distribution by Tenant:

4.2.1 Payment of design, architectural and engineering fees;

4.2.2 The payment of plan check, permit, license and Title 24 fees and use taxes relating to construction of the Tenant Improvements in the Premises;

4.2.3 The cost of construction of the Tenant Improvements in the Premises, including but not limited to costs of carpet and floor coverings, testing and inspection costs, trash removal costs, parking fees, after hours utilities usage, and contractors’ fees and general conditions;

4.2.4 The cost of any changes in the base, shell and core of the building (“Base Building”), with such cost to include all architectural and/or engineering fees and expenses incurred in connection therewith (but only to the extent that the cost of the same shall be borne by Tenant under this Tenant Work Letter);

4.2.5 The cost of any changes to the Tenant Improvements required by Applicable Laws; and

4.2.6 Sales and use taxes and other governmental fees in connection with the construction of the Tenant Improvements;

4.3 Disbursement of Allowance. Landlord shall disburse that portion of the Allowance, as evidenced by paid invoices, to Tenant or directly to Tenant’s contractors upon Tenant’s instruction within thirty (30) days after Tenant delivers to Landlord: (i) paid invoices from Tenant’s Agents (as defined in Section 5.1.2 below) for labor rendered and materials relating to Tenant Improvements, and (ii) executed mechanic’s lien releases for all work requested to be paid for from the Allowance. If the cost of Tenant’s Work exceeds the Allowance, Tenant shall be solely responsible for payment of all costs in excess of the Allowance. Any portion of the Allowance unused as of January 31, 2014 will not be refunded to Tenant or be available to Tenant as a credit against any obligations of Tenant under the Lease.

5. CONSTRUCTION OF THE TENANT IMPROVEMENTS.

5.1 Tenant’s Selection of Contractors.

5.1.1 The Contractor. Tenant shall retain a licensed general contractor (the “Contractor”) approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

5.1.2 Tenant’s Agents. The subcontractors, laborers, materialmen or suppliers used by Tenant in connection with the construction of the Tenant Improvements, as well as engineers, project manager, broker, architect, Tenant’s employees engaged in the review of the design and construction of the Tenant

Exhibit “A”

2

Improvements, laborers, materialmen, and suppliers, and the Contractor shall hereafter be known collectively as “Tenant’s Agents”. The Tenant Improvements shall be constructed in material conformance with the Final Plans.

5.2 General Requirements.

5.2.1 Indemnity. Tenant’s indemnity of Landlord as set forth in Sections 13 and 10.1 (with respect to mechanics’ liens) of the Original Lease shall also apply with respect to matters arising in connection with the construction of the Tenant Improvements.

5.2.2 Requirements of Tenant’s Contractors. The Contractor shall guarantee or warrant to Tenant and for the benefit of Landlord that the portion of the Tenant Improvements for which it is responsible shall be free from any defects for a period of not less than one (1) year from the date of Substantial Completion of the Tenant Improvements. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either; provided that other than following the termination of the Lease, if the warranty in question remains in effect, Landlord shall only enforce such guarantee or warranty if Tenant fails to do so in a reasonable time following notice thereof from Landlord, and, at that time Tenant covenants to give to Landlord any assignment or other assurances which may be reasonably necessary to effect such right of direct enforcement.

5.2.3 Insurance Requirements.

5.2.3.1 General Coverages. All of Tenant’s Agents performing Tenant Work (“Tenant’s Contractors”) who shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in the First Amendment to the Original Lease, Exhibit B-1 (provided that the limits of liability to be carried by Tenant’s Contractors, shall be in an amount which is customary for such respective Tenant’s Contractors employed by tenants construction improvements in the buildings comparable to any in the vicinity of the building), the policies therefore shall insure Landlord and Tenant, as their interests may appear, as well as the Contractor.

5.2.3.2 Special Coverages. Contractor (or Tenant) shall carry “Builder’s All Risk” insurance, in an amount not more than the amount of the Contract, covering the construction of the Tenant Improvements, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to the terms of the Original Lease immediately upon completion thereof.

5.2.3.3 General Terms. Certificates for all insurance carried by Contractor and Tenant pursuant to this Section 5.2.3.3 shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the Premises. All such policies of insurance must contain a provision that the company writing said policy will endeavor to give Landlord thirty (30) days’ prior notice of any cancellation or lapse of the effective date. Subject to the provisions of the Lease, if the Tenant Improvements are damaged by any cause during the course of the construction thereof, Contractor shall immediately repair the same at Contractor’s sole cost and expense. Tenant’s Contractors shall maintain all of the foregoing insurance coverage in force until the Substantial Completion of the Tenant Improvements, except for any “Products” and “Completed Operation Coverage” insurance (to be carried by Contractor only) required by Landlord, which is to be maintained for the term of the policy period following Substantial Completion of the Tenant Improvements. The Builder’s All Risk policy maintained by Contractor (or Tenant) shall preclude subrogation claims by the insurer against anyone insured thereunder and shall provide that it is primary insurance as respects Landlord and that any other insurance maintained by Landlord in excess and noncontributing with the insurance required hereunder.

5.2.4 Inspection by Landlord. Landlord shall have the right, upon reasonable notice to Tenant, to inspect the Tenant Improvements at all reasonable times; provided, however, that Landlord’s failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Tenant Improvements constitute Landlord’s approval of the same.

5.2.5 Diligent Construction. Tenant will promptly, diligently and continuously pursue construction of each Phase of the Tenant Improvements to successful completion in full compliance with the Final Plans and this Tenant Work Letter. Landlord and Tenant shall cooperate with one another during the performance of Tenant’s Work to effectuate such work in a timely and compatible manner.

5.2.6 Coordination of Labor. All of Tenant’s contractors, subcontractors, employees, servants and agents must work in harmony with and shall not interfere with any labor employed by Landlord, or Landlord’s contractors or by any other tenant or its contractors with respect to the any portion of the Project.

5.2.7 Work in Adjacent Areas. Any work to be performed in areas adjacent to the Premises shall be performed only after obtaining Landlord’s express written permission and shall be done only if an agent or employee of Landlord is present; Tenant will reimburse Landlord for the expense of any such employee or agent.

5.2.8 Systems. Tenant agrees to be entirely responsible for the balancing of all heating, ventilating or air conditioning in the Premises and/or the balancing and maintenance of all independent heating, ventilating or air conditioning in the Premises and/or the maintenance of the electrical or plumbing

Exhibit “A”

3

work installed by Tenant or its contractor and/or the maintenance of lighting fixtures, partitions, doors, hardware or any other installations made by Tenant or its contractor.

5.2.9 Coordination with Lease. Nothing herein contained shall be construed as (i) constituting Tenant as Landlord’s agent for any purpose whatsoever, or (ii) a waiver by Landlord of any of the terms or provisions of the Lease. Any default by Tenant or Landlord with respect to any portion of this Tenant Work Letter shall be deemed a breach of the Lease for which the non-defaulting party shall have all the rights and remedies as in the case of a breach of said Lease.

5.3 Copy of Warranties and Guaranties. At the conclusion of construction, Tenant shall deliver to Landlord a copy of all warranties, and guaranties relating to the Tenant Improvements.

Exhibit “A”

4

EX-10.4

Exhibit 10.4

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.

MASTER MARKETING AND DEVELOPMENT AGREEMENT

This Master Marketing and Development Agreement is entered into and made effective as of this 7th day of July, 2009 (the “Effective Date”), by and between TiVo Inc., a Delaware corporation having its principal place of business at 2160 Gold Street, Alviso, California, USA 95002 (“TiVo”), and Best Buy Stores, L.P., a Virginia limited partnership having its principal place of business at 7601 Penn Avenue South, Richfield, MN, USA 55423 (“BBY”).

RECITALS

WHEREAS, TiVo is a leading provider of technology and services for digital video recorders (“DVRs”) and has developed certain technology that enables consumers to search, browse, and record television programs to a digital storage medium and control a television display, including, without limitation, pausing, fast forwarding and rewinding live and recorded television;

WHEREAS, BBY is a leading retailer of consumer electronic devices, including TiVo DVRs, and media content;

WHEREAS, the parties desire to develop jointly their respective video service offerings by advancing distribution of TiVo-enabled devices into consumer homes and by enabling access to and jointly marketing content and other services through such devices, in which the parties shall each economically participate;

WHEREAS, the parties desire to undertake and commercialize the product integration efforts and marketing initiatives further described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, BBY and TiVo agree as follows:

AGREEMENT

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

1.1 “Affiliate” shall mean any Person that, directly or indirectly, through one or more intermediaries, (a) owns or controls a Party, (b) is owned or controlled by a Party or (c) is under common control or ownership with a Party.

1.2 “Agency” shall mean any regulatory authority, body, council or agency having jurisdiction over either Party or the performance of the Services hereunder.

1.3 “Agreement” shall mean this Master Marketing and Development Agreement between BBY and TiVo, and all exhibits, schedules and attachments hereto, as the same may be amended or supplemented from time to time.

1

CONFIDENTIAL

1.4 “Applicable Law” shall mean all applicable federal, state, local and foreign laws, government rules and regulations and Agency supervisory issuances and court orders as are in effect and as are applicable to the performance of obligations or exercise of duties pursuant to this Agreement.

1.5 “BBY Competitor” means those entities listed on Schedule 1.5, which schedule may be amended by mutual agreement of both parties.

1.6 “[*]” means any and all information collected directly by [*].

1.7 “BBY Mark” shall have the meaning set forth in Section 10.4.

1.8 “BBY Marketing Commitment” shall mean the [*] value (as described in Section 5.1) of the marketing and promotional activities that shall be undertaken by BBY in support of sales of TiVo-enabled DVRs (excluding any MSO/DBS Devices) through the BBY Retail Channel.

1.9 “BBY Retail Channel” means the physical stores and e-commerce website in each case owned and operated by BBY for the distribution of consumer electronic devices and media content. For the avoidance of doubt, the BBY Retail Channel shall not include any Existing Platforms or other TiVo-enabled DVRs sold through the BBY Retail Channel prior to the earlier of the Media Application Launch Date [*] or any MSO/DBS Device regardless of whether or when distributed in a store or e-commerce site that is part of the BBY Retail Channel.

1.10 “[*]” shall mean any content provider or other service that is owned, controlled or operated by BBY that achieves and maintains interoperability with the TiVo Service, including the [*] or any other service that is integrated with the TiVo service [*].

1.11 “BBY Technology” shall mean all Technology and related elements in oral, demonstrative, written, graphic or machine-readable form, either owned by BBY as of the Effective Date or developed thereafter by BBY or by third parties for BBY. BBY Technology does not include any element, segment or component of TiVo Technology.

1.12 “[*]”[*].

1.13 “Claim Notice” shall have the meaning set forth in Section 12.3(a).

1.14 “Confidential Information” shall mean any and all information, whether written or oral and in any medium, relating to or disclosed in this Agreement, or by a Party or its Affiliates in the course of performing under or exercising its rights under this Agreement, including information disclosed by either Party or its Affiliates to the other prior to the execution of this Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing Party, including, without limitation: (a) all information related to sales of products, such as raw data, reports, and compilations of such data or information (including, but not limited to, information provided pursuant to the terms of this Agreement), (b) information relating to the services performed

[*]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

CONFIDENTIAL

under this Agreement, including the financial terms, (c) work papers, analyses, compilations, projections, and statistical data, (d) product cost or sale information or data, (e) identities of any current or pending or future vendors or planned products and services to be offered or withdrawn, including any terms of either party’s contracts with third parties, (f) planned and future promotions and grand opening dates, (g) business plans and forecasts, (h) [*], (i) [*], and (j) any other document which is specifically marked or communicated by the disclosing party as “confidential” or “proprietary” or some similar designation. Further, except as may otherwise be agreed by the Parties in accordance with the provisions of Section 15.10, the terms and conditions of this Agreement (as well as all information regarding the negotiation of this Agreement) and the relationship between the Parties under this Agreement shall be deemed to be Confidential Information of each of the Parties. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the receiving Party (or any person acting on its behalf); (b) was previously rightfully known to the receiving Party free of any obligation to keep it confidential; (c) is subsequently disclosed to the receiving Party by a third party that may rightfully transfer and disclose such information without restriction and free of any obligation to keep it confidential; or (d) is independently developed by the receiving Party or a third party, to the extent legally permissible, without reference to the disclosing Party’s Confidential Information.

1.15 “Consumer Data” means the [*], the [*], or both, as context may dictate.

1.16 “Control” and its derivatives, whether or not capitalized, shall mean, with respect to any Person, the legal, beneficial or equitable ownership, directly or indirectly, of greater than fifty percent (50%) of the capital stock or other equity ownership interest of such Person ordinarily having voting rights, or the power in fact to direct or cause the direction of the management of such Person or to elect the majority of such Person’s board of directors.

1.17 “Deliverable” shall mean the express deliverables that are identified in a given Statement of Work and that are provided by one Party to the other Party pursuant to such Statement of Work.

1.18 “Documentation” shall mean the written instruction manuals, on-line help files, and other technical information and material, in written or electronic form, regarding the use of any TiVo Deliverables or TiVo Service that TiVo makes available to BBY.

1.19 “Existing Platforms” shall mean the TiVo DVR platforms that are, as of the Effective Date, either in use by TiVo Users or currently being sold to consumers in retail outlets, including the DVRs referred to internally by TiVo as “Series2”, “Series3”, “TiVo HD”, and “TiVo HD XL”. Existing Platforms exclude TiVo DVRs that are MSO/DBS Devices.

1.20 “Existing Platform Interface” shall mean the TiVo interface utilized on the Existing Platform.

[*]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

CONFIDENTIAL

1.21 “Fiscal Year” shall mean each BBY fiscal year ending February 28 (or 29) of the identified year (e.g. Fiscal Year 2011 refers to BBY’s fiscal year ending February 28, 2011).

1.22 “Force Majeure Event” shall have the meaning set forth in Section 15.1(a).

1.23 “Improvement” means, with respect to an item of Technology, any modification, improvement, extension, addition, development or derivative work of such item developed by either Party.

1.24 “Indemnified Party” shall have the meaning set forth in Section 12.3(a).

1.25 “Indemnifying Party” shall have the meaning set forth in Section 12.3(a).

1.26 “Indemnity Claim” shall have the meaning set forth in Section 12.3(a).

1.27 “Intellectual Property Rights” shall mean, to the extent that any of the following are recognized in any country or jurisdiction in the world: intellectual property and proprietary rights, whether registered or unregistered, including, without limitation, copyrights; patent rights (including, without limitation, applications for patent protection); publicity rights; trade secret rights; registered or otherwise protected trademarks, trade names and service marks; and protections from trademark dilution.

1.28 “Launch Date” shall mean the date on which the applicable development work described in a given Statement of Work shall be made first commercially available.

1.29 “Licensed Titles” shall mean electronic audio [*] titles which are packaged and merchandised for access or purchase by customers through the [*].

1.30 “Look and Feel” shall mean the overall appearance and presentation of a Person’s website, application or digital service, including, without limitation, graphics, artwork, color schemes, layout, navigation, mouseovers, organization and code developed specifically for such website, application or digital service.

1.31 “Losses” shall mean any and all losses, demands, liabilities, costs, or expenses, including without limitation reasonable attorneys’ fees, arising out of any claim by a third party.

1.32 “Media Application” shall mean the software owned by TiVo and its licensors, [*]. The Media Application will aggregate content offerings from all sources (including off-air, cable, satellite, and a variety of broadband TV destinations, as applicable to the device) into a universal search and browse experience. It is understood that upon execution of a Statement of Work relating to the [*] and the commercial launch thereof, the Parties intend to undertake the same development projects and commitments with respect to the [*] as they undertake with respect to the Media Application [*].

[*]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.

4

CONFIDENTIAL

1.33 “Media Application Launch Date” shall mean the date that the Media Application is first made commercially available on TiVo devices for sale through the BBY Retail Channel.

1.34 “MSO/DBS Devices” shall mean equipment that directly facilitates MSO/DBS connectivity and is owned and/or controlled by cable, satellite, or other multichannel video programming distributors, including the cobranded TiVo/DirecTV box and other similar co-branded, prepackaged boxes, whose interfaces incorporate the TiVo Service, even if the DVRs that are distributed in connection with such platforms are offered for sale and/or distributed through the BBY Retail Channels and/or Other Retail Channels. For the avoidance of doubt, standalone TiVo boxes that incorporate a cable card (e.g., fitted by a BBY employee) and that subscribe to the TiVo Service directly through TiVo are NOT considered MSO/DBS Devices. TiVo interfaces embodied on MSO/DBS Devices are excluded from TiVo’s obligations hereunder.

1.35 “[*]” shall mean the [*].

1.36 “[*] Initiative” shall mean the development work that the Parties may undertake to integrate the [*] with the TiVo Service, as described in Section 4.2.

1.37 “[*]” shall mean the gross amount collected by [*] from any third party in connection with the [*] that is distributed to the [*] less (i) [*]; (ii) [*]; and (iii) [*].

1.38 “Net Revenue” shall mean the gross amount collected by [*] from any third party in connection with the [*] on the [*] less (i) [*]; (ii) [*]; and (iii) [*].

1.39 “[*]” shall mean the version of the Media Application that may be developed by the Parties pursuant to a Statement of Work to be mutually agreed, which will [*].

1.40 “[*]” shall mean any and all physical retail stores and/or e-commerce websites [*].

1.41 “Party” or “Parties” shall mean individually or collectively, as the case may be, BBY and TiVo and any and all permitted successors and assigns.

1.42 “Person” shall mean any individual, firm, corporation, business trust, partnership or other entity and shall include any successor (by merger or otherwise) of such entity.

1.43 “Specifications” shall mean the technical specifications for each Deliverable, as specified in the applicable Statement of Work for such Deliverable.

1.44 “Statement of Work” shall mean a document that describes the development services that each Party agrees to perform pursuant to the terms of this Agreement and which shall contain, as applicable and as agreed by the Parties, the scope of activities, personnel and other resources to be provided by each Party, technical and functional requirements (including all Specifications), development tasks, time for start and completion, interim milestones, acceptance criteria, scheduled Launch Date, allocation of funding responsibility, responsibilities of each Party with respect to 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

CONFIDENTIAL

Consumer Data of the other Party in connection with the applicable products or services that are the subject of the development work, allocation of ownership of any developed intellectual property, revenue shares, if any, payable by one Party to the other Party in connection with distribution of the applicable products or services that are the subject of the development work, applicable representations, warranties, and indemnities, any amendments to the terms and conditions of this Agreement that are required to implement such development services, and any other relevant terms related to the subject matter of such Statement of Work. Each Statement of Work shall be agreed upon and executed by the Parties and consecutively numbered and annexed as a part of Exhibit A, for example, Exhibit A-1, Exhibit A-2, Exhibit A-3, etc. The Specifications for any Deliverables to be provided pursuant to such Statement of Work shall be attached to such Statement of Work and incorporated by reference therein.

1.45 “Subscriber” shall have the meaning set out in the Vendor Agreement, [*].

1.46 “Tax” shall mean any and all forms of taxation and statutory, governmental, state, provincial, local or municipal impositions, duties, imposts, contributions, rates and levies, anywhere in the world whenever imposed, and all penalties, fines, charges, costs and interest relating thereto.

1.47 “Tax Authority” shall mean any statutory, federal, state, governmental or municipal authority or body (anywhere in the world) involved in the collection or administration of any Tax.

1.48 “Technology” shall mean code, screens, specifications, designs, works, plans, drawings, data, prototypes, discoveries, algorithms, inventions, formulae, research, developments, methods, processes, procedures, improvements, “know-how”, compilations, Look and Feel, technical information and materials, in oral, demonstrative, written, graphic or machine-readable form.

1.49 “Term” shall have the meaning set forth in Section 11.1.

1.50 “Third Party Claim” shall have the meaning set forth in Section 12.3(a).

1.51 “TiVo Elements” shall mean any and all modules, templates, interfaces, components, utilities, subsets, objects, program listings, tools, models, programs, systems, analysis frameworks and leading practices owned or developed by TiVo or its subcontractors.

1.52 “TiVo Competitor” means those entities listed on Schedule 1.17, which schedule may be amended by mutual agreement of both parties.

1.53 “[*]” means any and all information collected directly by [*].

1.54 “TiVo Mark” shall have the meaning set forth in Section 10.5.

1.55 “TiVo-Owned” shall have the meaning set forth in TiVo’s Form 10-K and 10-Q filings with the Securities and Exchange Commission.

[*]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.

6

CONFIDENTIAL

1.56 “TiVo Service” means the digital video recording solution offered by TiVo that allows a Subscriber to store and manage content obtained through a TiVo-enabled digital video recorder.

1.57 “TiVo Technology” shall mean all Technology and TiVo Elements in oral, demonstrative, written, graphic or machine-readable form, and either owned by TiVo as of the Effective Date or developed thereafter by TiVo or its subcontractors or by third parties for TiVo or its subcontractors. TiVo Technology does not include any element, segment or component of BBY Technology.

1.58 “TiVo User” shall mean any end user authorized by TiVo to use any TiVo Service.

1.59 “TiVo User Agreement” shall have the meaning set forth in Section 8.1.

1.60 “Vendor Agreement” shall mean the Vendor Agreement, [*].

2. DEVELOPMENT PARAMETERS. The parties may engage in certain development work, as outlined and further described in Sections 3 and 4. Prior to engaging in any development work, the Parties will meet to scope the opportunity and will negotiate in good faith a separate Statement of Work. Each Party shall perform the tasks as mutually agreed and described in each Statement of Work. Funding of development costs for each project will be as contained in each agreed upon Statement of Work. Each Party shall otherwise bear its own costs of performing the tasks it undertakes to perform pursuant to any Statement of Work unless otherwise specified in such Statement of Work. The Parties agree that all development work will be funded and performed [*]. For the avoidance of doubt, the Parties acknowledge and agree that [*].

3. IMMEDIATE DEVELOPMENT AND/OR COORDINATION BETWEEN THE PARTIES

3.1 BBY Showcase

(a) General. After the Media Application Launch Date [*], whichever is earlier, during the Term and subject to each parties written acceptance of a Statement of Work addressing the terms under which TiVo will provide BBY a showcase (“Showcase Terms”), TiVo shall make available to BBY [*] (the “BBY Showcase”). Subject in each case to TiVo’s technical requirements and limitations as more fully set forth in the Showcase Terms, the BBY Showcase shall include the following features: (i) [*]; and (iii) [*]. The BBY Showcase shall [*] on such Existing Platforms and such future TiVo DVR platforms that incorporate the Media Application and the BBY Showcase [*].

(b) Statement of Work Date. The Parties intend to agree to a Statement of Work (which will include a scheduled Launch Date) for the development of the BBY Showcase, and will

[*]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.

7

CONFIDENTIAL

use commercially reasonable efforts to execute such Statement of Work [*] from the Effective Date of this Agreement.

(c) Future Development. Subject to the Parties’ advance written agreement on a Statement of Work addressing such development, the Parties may develop the functionality for BBY Showcases to enable TiVo Users [*].

3.2 [*]. Immediately after the Effective Date, TiVo and BBY will work together to develop a conceptual plan [*]. TiVo will provide [*]. The conceptual designs will [*].

3.3 [*]. The parties acknowledge the potential value of [*]. As such, after the Media Application Launch Date [*], whichever is earlier and during the Term, TiVo will [*].

4. POTENTIAL FUTURE DEVELOPMENT OPPORTUNITIES

4.1 General. The Parties anticipate that they may undertake one or more of the development opportunities described in this Section 4, provided that [*].

4.2 [*]. The Parties may enter into a Statement of Work pursuant to which TiVo shall perform development work to cause the [*] to [*]. Such Statement of Work would identify development that would enable the [*] to [*] after the applicable Launch Date.

4.3 [*]. The Parties may enter into a Statement of Work pursuant to which TiVo shall perform development work to cause the [*] to [*]. Such Statement of Work would identify development that would enable the [*] to [*].

4.4 [*]. After the Media Application Launch Date [*], whichever is earlier and during the Term, the Parties may enter into one or more Statements of Work pursuant to which TiVo shall perform development work to cause [*], subject to approval by TiVo [*] and subject to the engineering development conditions set forth in Section 4.14.

(a) Future Opportunities. At BBY’s request and after execution of the applicable Statement of Work, TiVo and BBY would work together to investigate additional mechanisms to streamline access to the applicable [*]. Potential mechanism, but not binding unless otherwise agreed in writing by both Parties, include:

(i) [*];

(ii) [*]; and

(iii) [*].

[*]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.

8

CONFIDENTIAL

4.5 [*]. The Parties may enter into a Statement of Work pursuant to which TiVo shall perform development work to [*] to enable [*] from TiVo DVRs that incorporate the Media Application [*] after the applicable Launch Date (the “[*]”). For purposes of clarity, the Existing Platforms would not support the [*]. [*] would be made available on all TiVo DVRs that are technologically capable of integrating and executing the Media Application, and [*] after the applicable Launch Date.

(a) [*]. It is understood by the Parties that [*] would enable [*] in the Media Application shall be [*] in a manner consistent with Schedule 4.6(a) (the “[*]”). [*] in the Media Application shall be [*] in Schedule 4.6(b) (the “[*]”). Determination of which [*] are [*] would be [*] as follows:

(i) [*];

(ii) [*];

(iii) [*]; and

(iv) [*].

(b) Content Provider Position in BBY Retail Channel. After the commercial release of the [*] and during the Term, subject in each case to [*], [*] will have the [*] within the Media Application and Existing Platforms [*]. [*]. [*].

4.6 [*]. [*] completed through the [*] via the Media Application and the Existing Platform Interface will be specifically negotiated and included in the applicable Statement of Work.

4.7 Development of [*]. Subject to the advance written agreement on a Statement of Work, the Parties shall work together to develop the [*]. The Parties will use commercially reasonable efforts to scope and negotiate the related Statement of Work within [*] after the Effective Date, and to develop [*]. BBY will also [*]. For the avoidance of doubt, it would be BBY’s intent to [*]. For purposes of clarity, the Parties understand and agree that the [*].

4.8 [*]. After the Media Application Launch Date [*], whichever is earlier and during the during the Term and subject to each parties written acceptance of a Statement of Work addressing the terms under which TiVo would distribute any [*] (defined herein) through the [*] on the TiVo Service, if BBY develops [*] (each, a “[*]”), TiVo shall make available [*] on all Existing Platforms and future TiVo DVR platforms that incorporate the [*] of the TiVo Service. As part of such [*], the [*] shall be available for access by TiVo subscribers to enable the [*].

4.9 [*]. If BBY develops an [*] that will enable the [*] (“[*]”), the Parties may negotiate a Statement of Work pursuant to which the [*] and would be [*] on the Media Application and Existing Platforms distributed through the [*], subject only to technical limitations and device compatibility.

[*]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.

9

CONFIDENTIAL

Further, the Parties may enter into a Statement of Work pursuant to which the Parties would integrate the [*] such [*] Media Application and Existing Platforms with [*]. Additionally, BBY and TiVo may develop services that [*]. [*] the Media Application and Existing Platform Interfaces will be specified in the applicable Statement of Work.

4.10 [*]. If BBY develops a [*] (“[*]”), the Parties may negotiate a Statement of Work pursuant to which the Parties would integrate the [*]. The [*] (“[*]”) [*]. [*] the Media Application and Existing Platform Interface will be specified in the applicable Statement of Work.

4.11 [*]. During the Term, at BBY’s request, the Parties shall use commercially reasonable efforts [*] would comprise “Other Development” as described in Section 4.14 below.

4.12 Certain Strategic Opportunities. BBY and TiVo shall use commercially reasonable efforts to pursue on a joint basis, the following strategic initiatives (including, with regard to (a) and (b), as may be otherwise described herein in further detail): (a) [*], (b) [*], (c) [*], and (d) [*].

4.13 [*]. From time to time, but at least on a regular [*] basis, the Parties will undertake [*] between the Parties’ designated representatives in which the Parties shall discuss [*] for (a) [*], if applicable, (b) [*], and (c) as applicable and reasonably available to each Party, [*].

4.14 Other Development. In addition to the specific development initiatives outlined above and after the Media Application Launch Date [*], whichever is earlier and during the Term, [*] (a) [*], (b) [*], and (c) [*], all as further defined in the applicable Statement of Work to be mutually agreed by the Parties.

4.15 Technical Support; Updates. Throughout the Term, [*] related to the TiVo Service and will provide [*].

5. BBY MARKETING AND MERCHANDISING COMMITMENT

5.1 BBY Marketing Commitment

(a) General. Commencing on the Media Application Launch Date [*], whichever is earlier, and during the remainder of the Term, BBY shall enhance the BBY in-store merchandising presence for TiVo-enabled devices (excluding any MSO/DBS Devices) and develop and execute marketing and promotional activities to maximize sales of TiVo-enabled devices (excluding any MSO/DBS Devices) for the distribution of TiVo Service, as provided herein. BBY shall ensure that the BBY Marketing Commitment shall be [*]. Starting on the first Additional Marketing Commitment Launch Date, the value of the [*] BBY Marketing Commitment shall [*]. Starting on the next Additional Marketing Commitment Launch Date, the value of the [*] BBY Marketing Commitment shall [*]. For purposes of clarification, the BBY Marketing Commitment shall be determined relative to [*]. BBY acknowledges and agrees that at all times during the Term it shall

[*]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.

10

CONFIDENTIAL

ensure that [*] the total BBY Marketing Commitment shall be [*]. The value of all such marketing activities shall be [*]. The Parties agree to [*].

(b) Specific Marketing Resources. The marketing and promotional activities to be undertaken by BBY shall [*]: (i) [*]; (ii) [*]; (iii) [*]; (iv) [*]; and (v) [*]. The implementation, nature, timing and other considerations related to any other marketing or promotional activities to be undertaken by BBY would be [*] and may include [*] the following: (v) [*]; (vi) [*]; (vii) [*] and (viii) [*].

(c) [*]. [*], notwithstanding anything to the contrary in this Agreement, BBY does [*].

5.2 [*]. In connection with this Agreement, BBY and TiVo will seek to generate, at a minimum, the following levels of [*]: (a) the [*], (b) the [*], and (c) the [*]:

[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]

* [*].

6. FEES AND PAYMENTS

6.1 [*]. Notwithstanding any other amounts in the Vendor Agreement to the contrary, [*]:

[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]
[*]	[*]

* [*].

(a) During the Term of this Agreement, [*]. Subscribers acquired prior to or after this Agreement shall be governed by the terms of the Vendor Agreement. The same restrictions shall apply to what constitutes a “Subscriber” under this Agreement as under the Vendor Agreement. [*].

6.2 [*]. After the Media Application Launch Date [*], whichever is earlier, and during the Term, [*]. Notwithstanding the foregoing, [*].

6.3 [*]. From and after the date on which the total number of Existing Platforms and [*]after the Effective Date [*], BBY shall [*].

[*]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.

11

CONFIDENTIAL

6.4 Payment Terms. Unless otherwise agreed in writing between the Parties, all payments by BBY to TiVo, by TiVo to BBY, and other transfers of funds between the Parties required shall be made by bank transfer, and all charges and fees relating to such transfers (including, without limitation, those levied by the paying and payee bank or other financial institution) will be borne by the Party receiving the payment and shall be made in accordance with the payment terms and obligations contained in Exhibit C.

6.5 Taxes. Each Party shall be liable for Taxes based on its own net income, items of tax preference, profit, network, capital stock, franchise, property or conduct of business, or similarly based Taxes.

7. PRODUCT PURCHASES; FORECASTS

7.1 Purchase Terms. The Parties acknowledge and agree that the distribution by TiVo to BBY of all TiVo DVRs for distribution through the BBY Retail Channel prior to and after the Effective Date shall be governed by the terms of the existing Vendor Agreement between TiVo and BBY Purchasing LLC dated March 3, 2002, as amended (“Vendor Agreement”), except to the extent any specific term in the Vendor Agreement is specifically amended and superseded by a term in this Agreement.

7.2 [*]. Notwithstanding anything to the contrary in the Vendor Agreement, which shall be amended in relevant part by this Section 6.1, during the Term, no later than five (5) days after the end of each month, BBY shall [*].

8. END USER RELATIONSHIPS

8.1 TiVo User Agreements. As between the Parties, TiVo shall be solely responsible for entering into a user agreement with each TiVo User governing subscriptions to the TiVo Service (the “TiVo User Agreement”). TiVo shall establish all terms of the TiVo User Agreement in its sole discretion and may choose to use different forms of the TiVo User Agreement in different territories. Notwithstanding the foregoing, TiVo agrees to inform BBY [*] of any change to the TiVo User Agreement that would require BBY to make any changes to its policies or practices.

8.2 Privacy. Each Party assumes responsibility for compliance with applicable data protection and privacy laws, and all applicable privacy policies, with respect to all of its activities and with respect to any consumer data collected by such Party. The Parties shall take all steps and do, or omit to do, all things and deliver any documents, consents, notices or things as are necessary, as any Agency or court order may require, to ensure that BBY and TiVo comply with all applicable data protection and privacy regulations.

8.3 Ownership. Each Party will own its Consumer Data in whatever form or format and, except as otherwise expressly stated in this Agreement or restricted by such Party’s privacy policies, may use such Consumer Data in whatever form or format without restriction, in accordance with all

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

12

CONFIDENTIAL

Applicable Laws. For the avoidance of doubt and for clarification, the same information may be separately collected by each Party and at the same time be Consumer Data of each Party. Any Consumer Data provided by one Party to the other Party under this Agreement will be used by the receiving Party solely to the extent necessary to permit such Party to perform its obligations and exercise its rights under this Agreement, or as otherwise permitted hereunder; provided, however, that, for purposes of clarity, the foregoing will not apply to the extent that the receiving Party has obtained or later obtains any of the other Party’s Consumer Data independent of the provision of such by the delivering Party and without breach of the terms of this Agreement. Without limiting the foregoing, neither Party will directly or indirectly disclose or make available to any third party or to the public generally any Consumer Data of the other Party to the extent such information (y) is personally identifiable or is disclosed or made available in a segregated manner such that the recipient of such information would know or be able to discern that such information pertains specifically to the other Party, the other Party’s customers either individually or in the aggregate, including a particular consumer; or (z) identifies that a specifically identified consumer is a customer or subscriber of the other Party.

8.4 Cardholder Data. Each Party acknowledges and agrees that it will come into the possession of “Cardholder Data” of customers during the Term. Each Party acknowledges that it is responsible for the security of Cardholder Data in its possession. For purposes of this Agreement, “Cardholder Data” shall have the same meaning as that term is given in the PCI DSS as amended and updated from time to time

8.5 Marketing. During the Term and as may otherwise be agreed between the Parties, each Party agrees that it will not specifically target advertising to customers of the other Party based solely on information obtained about the other Party’s customers from the other Party through this Agreement.

9. REPRESENTATIONS AND WARRANTIES

9.1 From TiVo. TiVo represents and warrants as of the Effective Date and for as long as this Agreement remains in effect as follows:

(a) Due Incorporation. TiVo is duly incorporated and validly existing under the laws of the State of Delaware and has the power to own its property and to carry on its business as now being conducted.

(b) Execution. The execution and delivery of this Agreement and compliance by TiVo with all provisions of this Agreement (i) are within the corporate power and authority of TiVo and (ii) have been duly authorized by all requisite corporate proceedings. This Agreement has been duly executed and delivered by TiVo and constitutes a valid and binding agreement of TiVo, enforceable in accordance with its terms.

(c) No Consents. No authorizations or other consents, approvals or notices of or to any Person are required in connection with the execution by TiVo of this Agreement.

13

CONFIDENTIAL

9.2 TiVo Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, TIVO DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE TIVO SERVICE, TIVO TECHNOLOGY, TIVO PLATFORMS, [*], [*], OR DELIVERABLES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR ACCURACY. WITHOUT LIMITING THE FOREGOING, TIVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND TIVO EXPRESSLY DISCLAIMS ANY LIABILITY SOLELY IN RESPECT OF ANY CONTENT OR INSTRUCTIONS SUPPLIED BY BBY OR ANY THIRD-PARTY CONTENT PROVIDER THAT ARE INCOMPLETE, INCORRECT, INACCURATE, ILLEGIBLE, OUT OF SEQUENCE, OR IN THE WRONG FORM, OR ARISING FROM THEIR LATE ARRIVAL OR NON-ARRIVAL, OR ANY OTHER ACT OR OMISSION OF BBY OR ANY BBY VENDOR THAT CAUSED ANY SUCH LIABILITY.

9.3 BBY Representations and Warranties. BBY represents and warrants as of the Effective Date and for as long as this Agreement is in effect as follows:

(a) Due Incorporation. BBY is a limited partnership duly organized and existing in good standing under the laws of the State of Virginia.

(b) Execution. The execution and delivery of this Agreement and compliance by BBY with all provisions of this Agreement (a) are within the corporate power and authority of BBY, and (b) have been duly authorized by all requisite corporate proceedings. The Agreement has been duly executed and delivered by BBY and constitutes a valid and binding agreement of BBY, enforceable in accordance with its terms.

(c) No Consents. No authorizations or other consents, approvals or notices of or to any Person are required in connection with the execution by BBY of this Agreement.

9.4 BBY Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BBY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING ITS USE OF THE SERVICES OR BBY DELIVERABLES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR ACCURACY.

10. PROPRIETARY RIGHTS

10.1 Technology Ownership

(a) General. Subject to Section 10.1(b), BBY or its subcontractors, as applicable, shall retain all right, title to and ownership of any and all BBY Technology, including any and all

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

14

CONFIDENTIAL

modifications, derivative works or improvements thereto, and BBY’s Intellectual Property Rights associated therewith. Subject to Section 10.1(b), TiVo or its subcontractors, as applicable, shall retain all right, title to and ownership of any and all TiVo Technology, including any enhancements and modifications thereto and, derivative works thereof, and TiVo’s Intellectual Property Rights associated therewith.

(b) Ownership/Rights. Ownership rights in any technology developed pursuant to a Statement of Work shall be set forth in the applicable Statement of Work. However, if any particular Statement of Work fails to specifically address ownership of the related developed property, each Party shall own any Technology developed by such Party subject to the following: if, in the course of performance of any development obligations under any Statement of Work, a Party (the “Assignor”) acting alone or jointly with the other Party develops, conceives, reduces to practice or creates an Improvement to the Technology of the other Party (the “Assignee”), such Improvement (each an “Assigned Improvement”) shall be the sole and exclusive property of the Assignee. In such case, Assignor hereby irrevocably assigns to Assignee all right, title and interest worldwide in and to any and all Assigned Improvements and all applicable Intellectual Property Rights related thereto, and the Assignee hereby grants to the Assignor a perpetual, worldwide, irrevocable, royalty-free, fully-paid license to use, distribute and otherwise commercially exploit the Improvement in or with the Assignor’s own Technology. If Assignor has any rights to an Assigned Improvement that cannot, as a matter of law, be assigned to the Assignee, Assignor hereby unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Assignee with respect to such rights, and agrees, at Assignee’s request and expense, to consent to and join in any action to enforce such rights. Assignor agrees to cooperate with Assignee or its designee(s), at the Assignee’s expense, both during and after the Term, in the procurement and maintenance of the Assignee’s rights in any Assigned Improvements and to execute, when requested, any other documents deemed reasonably necessary by Assignee to carry out the purpose of this Agreement.

(c) Restrictions. Other than as specifically provided herein or in a Statement of Work, neither Party shall itself, or through any Affiliate, agent or other third party, entity or other business structure: (i) sell, lease, license or sublicense any or all of the other Party’s Technology or other Confidential Information or Intellectual Property Rights associated therewith; (ii) decompile, disassemble, re-program, reverse engineer or otherwise attempt to derive or modify any of the other Party’s Technology (including source code and source code documentation) in whole or in part, except as expressly permitted by Applicable Law, or (iii) write or develop any derivative works of the other Party’s Technology.

10.2 TiVo Platforms. BBY acknowledges that this Agreement confers no rights to the TiVo platforms or network or any database residing on such network and that BBY is prohibited from accessing the TiVo platforms without TiVo’s prior written consent.

10.3 TiVo Interactive Tagging Technology License. Subject to each Party’s written acceptance of a Statement of Work addressing the terms and conditions under which TiVo will license to BBY the TiVo proprietary interactive tagging technology (“Interactive Tagging

15

CONFIDENTIAL

License”), BBY shall have the right to use on an internal basis [*] such TiVo interactive tagging technology solely in and for the purpose of facilitating television advertising campaigns at no charge to BBY [*]. [*]. The tags would enable viewers to link directly from a television spot to the BBY Showcase where they could interact with relevant information.

10.4 BBY Marks

(a) License. BBY grants to TiVo, for the Term, a non-exclusive, non-transferable, royalty-free, revocable license to use, with BBY’s prior written approval on a case-by-case basis and in BBY’s sole discretion, any corporate logos, slogans, trademarks or service marks of BBY (each, an “BBY Mark”), in connection with TiVo’s provision of the development services, development of the Deliverables, and distribution of the TiVo Service. Notwithstanding the foregoing, any previously approved use of a BBY Mark shall be deemed to include prospective approval for the same or substantially the same use of such Mark on a going-forward basis during the Term.

(b) Policies. TiVo shall use all BBY Marks in accordance with BBY policies. BBY shall have the right to proscribe any use by TiVo of a BBY Mark, including any use that is not in accordance with any and all of BBY policies. TiVo shall replace any BBY Mark upon five (5) days’ prior written notice from BBY; provided, however, that TiVo may continue to use any previously printed material and any electronic representations of such BBY Marks contained in the TiVo Service, on TiVo DVRs and other consumer electronics devices still containing such BBY Mark until reasonable use of such materials is exhausted or in the case of products capable of being electronically updated until such time as TiVo may reasonably engage in such update in the normal course of business without undue burden or expense (provided that if TiVo has materially breached this Agreement, TiVo shall discontinue such use in accordance with Section 11.6); provided further, however, that BBY shall have the right to acquire such previously printed materials upon payment to TiVo of TiVo’s printing and out-of-pocket expenses associated with such materials.

(c) Goodwill. TiVo shall not engage in any action associated with an BBY Mark that adversely affects the good name, goodwill, image or reputation of BBY. All uses of an BBY Mark hereunder shall inure to the benefit of BBY.

[*]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.

16

CONFIDENTIAL

10.5 TiVo Marks

(a) License. TiVo grants to BBY, for the Term, a non-exclusive, non-transferable, royalty-free, revocable license to use, with TiVo’s prior written approval on a case-by-case basis and in TiVo’s sole discretion, any corporate logos, slogans, trademarks or service marks of TiVo (each, an “TiVo Mark”), in connection with BBY’s performance in accordance with this Agreement including the marketing, advertising, and sale of TiVo products. Notwithstanding the foregoing, any previously approved use of a TiVo Mark shall be deemed to include prospective approval for the same or substantially the same use of such Mark on a going-forward basis during the Term.

(b) Policies. BBY shall use all TiVo Marks in accordance with TiVo policies. TiVo shall have the right to proscribe any use by BBY of a TiVo Mark, including any use that is not in accordance with any and all of TiVo policies. BBY shall replace any TiVo Mark upon five (5) days’ prior written notice from TiVo; provided, however, that BBY may continue to use any previously printed or otherwise denoted material still containing such TiVo Mark until reasonable use of such materials is exhausted (provided that if BBY has materially breached this Agreement, BBY shall discontinue such use in accordance with Section 11.6); provided further, however, that TiVo shall have the right to acquire such previously printed materials upon payment to BBY of BBY’s printing and out-of-pocket expenses associated with such materials.

(c) Goodwill. BBY shall not engage in any action associated with a TiVo Mark that adversely affects the good name, goodwill, image or reputation of TiVo. All uses of a TiVo Mark hereunder shall inure to the benefit of TiVo.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall be effective as of the Effective Date and shall remain in force for a period of five (5) years from the Media Application Launch Date [*], whichever is earlier, unless terminated earlier as permitted in this Agreement (the “Term”).

11.2 Termination for Convenience. At any time after (a) [*] or (b) [*], either Party may terminate this Agreement for convenience by providing the other Party with [*] advance written notice after the earlier occurrence of either (a) or (b).

11.3 Termination for Cause. Either Party may, by written notice to the other, terminate this Agreement if the other Party is in material breach of this Agreement. The written notice required under this Section 11.3 shall reference this Section 11.3, and specify the breach on which termination is based. Following receipt of such notice, the other Party shall have thirty (30) days to cure such breach, if curable, and this Agreement shall terminate in the event such cure is not effected by the end of such period.

[*]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.

17

CONFIDENTIAL

11.4 Termination for Force Majeure Event. Either Party shall have the right to terminate all or any applicable portion of this Agreement upon thirty (30) days’ prior written notice to the other Party in the event that the other Party is prevented from performing its obligations under this Agreement pursuant to a Force Majeure Event as described in Section 15.1(a) for a period of thirty (30) days or more.

11.5 Other Termination Rights

(a) Insolvency and Bankruptcy. One Party may terminate this Agreement upon written notice to the other Party if the other Party: (i) is adjudged a bankrupt; (ii) makes an assignment for the benefit of creditors; (iii) becomes insolvent; (iv) becomes subject to bankruptcy protection; or (v) has a receiver of any property appointed in any action, suit or proceeding by or against it and such receiver is not removed within thirty (30) days after appointment.

(b) Change of Control. BBY may terminate this Agreement immediately upon written notice to TiVo in the event of a Change of Control of TiVo that results in a BBY Competitor directly or indirectly controlling TiVo, or TiVo directly or indirectly controlling a BBY Competitor. TiVo may terminate this Agreement immediately upon written notice to BBY in the event of a Change of Control of BBY that results in a TiVo Competitor directly or indirectly controlling BBY, or BBY directly or indirectly controlling a TiVo Competitor.

(c) [*]. [*].

11.6 Obligations upon Termination; Effects of Termination. Upon the termination or expiration of this Agreement, each Party shall (a) as soon as reasonably practicable (but in any event [*]) discontinue any use of the name, logotype, trademarks, trade names, service marks, service names or slogans and other marks of the other Party and the other Party’s products and services, (b) as soon as reasonably practicable, discontinue all representations or statements from which it might be inferred that any relationship exists between the Parties, (c) in no way act in any way to damage the reputation of the other Party or the other Party’s products or services, and (d) comply with the provisions of Section 14.3. Termination of this Agreement shall not release either Party from any liability which at the time of termination has already accrued to the other Party or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this Agreement to survive termination. Termination of this Agreement, for any reason permitted hereunder, shall be without prejudice to any other rights or remedies of the Parties; provided, however, that neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms. Unless either Party also specifically states in a notice of termination in accordance with the terms of the Vendor Agreement, it is expressly understood between the Parties that the Vendor Agreement would continue in full force and effect regardless of any earlier termination or expiration of this Agreement.

11.7 Survival. Upon the expiration or termination of this Agreement for any reason, the Parties shall have no further obligations pursuant to the terms of this Agreement, except as set forth

[*]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.

18

CONFIDENTIAL

in Sections 6 (regarding continued payment of the per-Subscriber revenue share), 8-16, and any other terms which by their meaning are intended to survive.

12. INDEMNIFICATION, PROCEDURES AND LIABILITY

12.1 TiVo Indemnification. TiVo will defend, indemnify, save, and hold harmless BBY and its officers, directors, Affiliates, and employees from all damages, liabilities, costs or expenses, including reasonable attorneys’ fees from a third party claim (each, a “Claim”) (a) arising from a material breach of any representation or warranty in Section 9.1, (b) alleging that (i) the TiVo Service or TiVo Technology, or any element thereof (specifically excluding the BBY Marks, any element of any BBY Technology, or any content provided to TiVo by BBY), or (ii) any digital video recording device manufactured by TiVo or on its behalf that consist of any Existing Platform or incorporate the Media Application (“TiVo DVR”) infringes or misappropriates the Intellectual Property Rights of a third party, or (c) any death, personal injury, or damage to property caused by any TiVo DVR. TiVo will have no indemnification obligations under this Section 12.1 or otherwise to the extent that any Claim arises from: (a) misuse, unauthorized modifications, or any Improvements to the TiVo Service by BBY, (b) failure by BBY to implement corrections or improvements to the TiVo Service made available to BBY by TiVo in a timely fashion, when the Claim would not have arisen but for such failure, (c) use by BBY of the TiVo Service in a fashion not provided for in this Agreement, or (d) integration by BBY of the TiVo Service with any content, technology, or services not provided by TiVo. If TiVo receives written notice of an alleged infringement claim or believes that a claim of infringement is likely, or if the delivery of the TiVo Service is enjoined, TiVo may, at its sole option and expense: (i) procure for BBY the right to continue distributing the TiVo Service or TiVo DVRs, as applicable at no additional cost to BBY; (ii) modify or replace the infringing portion of the TiVo Service or TiVo DVR, as applicable, without materially adversely affecting its features or functionality; or (iii) if none of the foregoing options can be obtained using commercially reasonable efforts or upon commercially reasonable terms, TiVo shall have the right to suspend the delivery of the TiVo Service and any distribution of the TiVo DVRs and/or to terminate this Agreement in whole or in part. This Section 12.1 supersedes and replaces any indemnification obligations undertaken by TiVo in the Vendor Agreement to the extent that such obligations are interpreted to extend to Claims which arise from any content, technology, or services provided by BBY or any of its third party licensors, any development or integration work performed in connection with this Agreement, or any products or services developed or distributed pursuant to this Agreement. For purposes of clarity, the indemnification obligations contained in the Vendor Agreement only apply to the obligations of the Parties as specified in, and undertaken solely in connection with the Vendor Agreement and do not extend to any obligations of either Party undertaken in connection with this Agreement. Other than the foregoing exception, the indemnification obligations set forth in the Vendor Agreement shall remain in full force and effect.

12.2 BBY Indemnification. BBY will defend, indemnify, save and hold harmless TiVo and its officers, directors, Affiliates, and employees from all Claims (a) arising from a material breach of any representation or warranty in Section 9.2, (b) alleging that any BBY Technology or any element thereof (specifically excluding the TiVo Marks, any element of any TiVo Technology, or any content provided to BBY by TiVo) or any BBY Marks infringe or misappropriate the Intellectual Property Rights of a third party, or (c) arising from any allegations of false or misleading statements

19

CONFIDENTIAL

or false or misleading advertising claims made by BBY about TiVo’s products and services, excluding any statements or advertising approved by TiVo in accordance with this Agreement or based on materials provided to BBY by TiVo.

12.3 Procedure for Indemnification

(a) Notice of Indemnity Claims. If any Party entitled to or seeking indemnification hereunder (an “Indemnified Party”) (i) determines that any event, occurrence, fact, or condition has given or could give rise to a Claim for which such Indemnified Party is or may be entitled to, or may seek, indemnification under this Agreement, (ii) otherwise identifies an event, occurrence, fact, or condition giving rise (or which may give rise) to a right of indemnification hereunder in favor of such Indemnified Party, or (iii) becomes aware of the assertion of any Claim or of the commencement of any legal proceeding (any of the foregoing (i), (ii) or (iii), an “Indemnity Claim”), such Indemnified Party shall promptly notify the Party obligated to provide indemnification or from whom indemnification is being or will be sought (the “Indemnifying Party”) in writing of such Indemnity Claim (a “Claim Notice”) describing in reasonable detail the facts giving rise to the claim for indemnification hereunder; provided, however, the failure of any Indemnified Party to give timely notice thereof shall not affect any of its rights to indemnification hereunder nor relieve the Indemnifying Party from any of its indemnification obligations hereunder, except to the extent the Indemnifying Party is materially prejudiced by such failure.

(b) Control of Defense. The Indemnified Party shall allow the Indemnifying Party the opportunity to assume direction and control of the defense against each Claim, at its sole expense, including, the settlement thereof at the sole option of the Indemnifying Party; provided that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to any Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), unless settlement or release is solely for monetary damages and does not involve any finding or admission by the Indemnified Party of a violation of law or other wrongdoing and contains an unconditional release of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in the disposition of any such matter and the Indemnified Party shall have the right and option to participate in the defense of any Third Party Claim as to which this Section 12 applies, with separate counsel at its election and cost. If the Indemnifying Party declines to assume the defense of any Claim within thirty (30) days after notice thereof, the Indemnified Party may assume the defense thereof for the account and at the risk of the Indemnifying Party.

13. LIMITATION OF LIABILITY

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR BREACHES OF SECTION 14, ANY CLAIMS RELATED TO THE MISUSE OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER

20

CONFIDENTIAL

(INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS), EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THE PARTIES WOULD NOT BE ABLE TO ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATION. THE LIMITATIONS SET FORTH IN THIS SECTION 13 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. CONFIDENTIAL INFORMATION

14.1 Protection. All Confidential Information shall be deemed to be, and to remain, the property of the disclosing Party, notwithstanding its disclosure pursuant to this Agreement. For the Term and for five (5) years thereafter, the receiving Party shall: (a) receive and retain such Confidential Information in confidence; (b) implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, which measures shall accord such Confidential Information at least the same level of protection against unauthorized use and disclosure that the receiving Party customarily accords its own information of a similar nature; (c) use or permit the use of such Confidential Information solely for the purposes of performing its obligation or exercising its rights pursuant to and in accordance with the terms of, this Agreement; (d) not disclose such Confidential Information to any third party, except to the receiving Party’s representatives, agents, contractors, attorneys, accountants and other advisors, in each case who have a need to know such Confidential Information for purposes of performing obligations in connection with this Agreement and who are under a duty, or have entered into a written agreement, of non-disclosure and restricted use containing provisions no less restrictive than those set forth in this Section 14; (e) promptly notify the disclosing Party in writing of any loss or unauthorized use or disclosure of or access to the disclosing Party’s Confidential Information, of the effect of such loss or intrusion and of the corrective actions the receiving Party has taken or will take in response to the loss or intrusion; and (f) use any and all Confidential Information it obtains directly or indirectly in accordance with Applicable Law.

14.2 Reproductions. The Parties shall each abide by and reproduce and include any restrictive legends or confidential rights notices (although such restrictive legends or confidential rights notices are not required for Confidential Information to be afforded the protection required by this Section 14) that appear in or on any Confidential Information of the other Party which such Party is authorized to reproduce. Neither Party shall remove, alter, cover or distort any confidential rights notices, legends, symbols or labels appearing in any Confidential Information of the other Party.

14.3 Exclusions. The restrictions on disclosure set forth in Section 14.1 shall not apply when, and to the extent that, the Confidential Information is required to be disclosed by the receiving Party by Applicable Law; provided that, with respect to any disclosure required by Applicable Law, to the extent legally permissible, the receiving Party shall use all reasonable efforts to provide the disclosing Party with at least ten (10) days’ prior written notice of such disclosure and the receiving Party shall disclose only that portion of the Confidential Information which is legally required to be furnished pursuant to the opinion of legal counsel of the receiving Party. Notwithstanding the foregoing, each Party retains the right, in its sole discretion, to disclose any Confidential Information to (a) any Agency, whether pursuant to an audit by such Agency or otherwise (in which case such

21

CONFIDENTIAL

Party shall seek confidential treatment of such Confidential Information), (b) to its Affiliates (provided that such Affiliates agree to be bound by the confidentiality provisions of this Agreement) and (c) to its subcontractors (provided that such subcontractors agree to be bound by the confidentiality provisions of this Agreement.

14.4 Return or Destruction of Confidential Information. Upon the termination or expiration of this Agreement, each Party shall promptly (and in any event within thirty (30) calendar days) return or, if requested by the other Party, destroy (and certify as to the destruction thereof, without retaining any copies, except those required for regulatory or legal purposes or on back-up data tapes not immediately accessible but which are subject to a scheduled deletion policy), all Confidential Information of the other Party, and other information, documents, manuals and other materials belonging exclusively to the other Party, except as may be otherwise provided in this Agreement or as otherwise required by Applicable Law.

14.5 Equitable Relief. The Parties acknowledge that the breach of any portion of this Section 14 would cause the disclosing Party irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to other remedies available to it, the disclosing Party shall be entitled to seek injunctive or other equitable relief to remedy any threatened or actual breach of any portion of this Section 14 by the receiving Party.

15. MISCELLANEOUS

15.1 Force Majeure

(a) A Force Majeure Event. For the purposes of this Agreement, “Force Majeure Event” shall include only any event, condition or circumstance set forth in the following sentence; provided that, in each case, such event, condition or circumstance is beyond the control of the Party affected (the “Affected Party”) and due to no fault of the Affected Party and that, despite all efforts of the Affected Party to prevent it or mitigate its effects, such event, condition or circumstance prevents the performance (but any obligation of BBY to make payments to TiVo hereunder shall not be subject to this Section 15.1) by such Affected Party of its obligations hereunder. Only the following events may be considered Force Majeure Events under this Agreement: (i) explosion and fire; (ii) flood, earthquake, storm or other natural calamity or act of God; (iii) strike or other labor dispute; (iv) war, insurrection or riot; and (v) acts of, or failure to act, by any Agency, including any orders issued by an Agency, and court orders. For the avoidance of doubt, the acts and omissions of each Party’s subcontractors hereunder shall be deemed within the control of such Party.

(b) Obligations Under Force Majeure

(i) If an Affected Party is rendered unable, wholly or in part, by a Force Majeure Event, to carry out some or all of its obligations under this Agreement, then, during the continuance of such inability, the obligation of such Affected Party to perform the obligations so affected shall be suspended.

22

CONFIDENTIAL

(ii) The Affected Party shall give written notice of the Force Majeure Event to the other Party (the “Unaffected Party”) (A) if the occurrence of the Force Majeure Event is foreseeable, then as soon as the Affected Party believes the event is likely to occur or (B) if the Force Majeure Event is not foreseeable, then as soon as practicable after such event occurs (but in no event more than five (5) days), which notice shall include information with respect to the nature, cause and date of commencement of the occurrence(s), and the anticipated scope and duration of the delay. Upon the conclusion of a Force Majeure Event, the Affected Party shall, with all reasonable dispatch, take all reasonably necessary steps to resume the obligation(s) previously suspended.

(iii) Notwithstanding the foregoing, an Affected Party shall not be excused under this Section 15.1 for (A) any non-performance of its obligations under this Agreement having a greater scope or longer period than is justified by the Force Majeure Event, or (B) for the performance of obligations that arose prior to the Force Majeure Event. Nothing contained herein shall be construed as requiring an Affected Party to settle any strike, lockout or other labor dispute in which it may be involved.

15.2 Severability. If any term, provision, or restriction of this Agreement or any annex, exhibit, or Schedule hereto is held by a court or panel of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement and such exhibits, Schedules and annexes shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions of this Agreement without including any of such terms, provisions, covenants or restrictions which may be hereafter declared invalid, void or unenforceable. The Parties agree to renegotiate in good faith to amend any provision held invalid, void or unenforceable but only to the extent necessary to make such provision enforceable consistent with the Parties’ intent.

15.3 Assignment of Agreement. No Party shall assign, sublicense or otherwise transfer (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, and any attempted assignment, sublicense or transfer in derogation hereof shall be null and void; provided however that each Party may, without the prior consent of the other Party, assign, sublicense or transfer (a) any or all of its rights or obligations under this Agreement to any Affiliate of such Party, or (b) all of its rights and obligations under this Agreement to a successor in connection with a merger, reorganization or sale of substantially all of the assets of such Party. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

15.4 Interpretation. References to Articles, Exhibits, Sections and Schedules are to be construed as references to the Articles or Sections of, and Exhibits or Schedules to, this Agreement, unless otherwise indicated, and terms such as “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this entire Agreement rather than any particular part of the same.

15.5 Non-Exclusive Arrangement. Each Party recognizes and hereby expressly agrees that this Agreement in no way establishes an exclusive arrangement between TiVo and BBY, and

23

CONFIDENTIAL

each Party retains the ability to negotiate terms with, and enter into contracts with, any other third party, including any competitor of the other Party, at any time, without notice to the other Party and without incurring any liability by virtue thereof, subject to the provisions of this Agreement.

15.6 Amendment and Modification of Agreement. No change, amendment or modification of any provision of this Agreement or waiver of any of its terms shall be valid unless set forth in writing and signed by both Parties.

15.7 Choice of Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York (without regard to any principles of conflicts of laws thereof).

15.8 Waiver of Compliance or Enforcement. The failure of either Party hereto to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

15.9 Notices. Except as otherwise expressly set forth in this Agreement, any notice, approval, request, authorization or other communication under this Agreement shall be given in writing, shall reference this Agreement and shall be deemed to have been delivered and given (a) when delivered personally; (b) one (1) business day after deposit with a commercial overnight courier, with written verification of receipt or (c) upon completion of transmission, if sent via facsimile, with a confirmation of successful transmission. All communications shall be sent to the following addresses (or to such other address as may be designated by a Party by giving written notice to the other Party pursuant to this Section 15.8):

If to BBY:
	Attention: Director Digital Video, Ryan Pirozzi Best Buy Stores, L.P. 7601 Penn Avenue South Richfield, MN 55423 Tele: (612) 291-1000 Fax:
with a copy to:
	Attention: General Counsel Best Buy Stores, L.P. 7601 Penn Avenue South Richfield, MN 55423 Tele: (612) 291-1000 Fax:
If to TiVo:
	Attention: SVP Joe Miller TiVo Inc.

24

CONFIDENTIAL

	2160 Gold Street, Alviso, California 95002, Tele: (408) 519-9311 Fax:
with a copy to:
	Attention: General Counsel TiVo Inc. 2160 Gold Street, Alviso, California 95002, Tele: (408) 519-9311 Fax:

15.10 Public Statements. The Parties intend to issue a mutually agreed joint press release or other public announcement describing the strategic relationship undertaken pursuant to this Agreement; provided that neither BBY nor TiVo will make public the nature or existence of this Agreement or any other agreement between BBY and TiVo without review and written approval by both BBY and TiVo’s public relations or other appropriate corporate communications officers and subject to the requirements of Applicable Law. Notwithstanding the foregoing, TiVo will consult with BBY with regard to any securities or other disclosure related to this Agreement.

15.11 Cumulative Remedies. Except as otherwise expressly provided for in this Agreement, the rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity and neither the asserting of any right nor the employing of any remedy shall preclude the concurrent assertion of any other right or employment of any other remedy.

15.12 Independent Contractor Status. The relationship of TiVo to BBY is that of an independent contractor, and nothing herein shall constitute or be deemed to constitute a joint venture, association or partnership between the Parties. Nothing in this Agreement shall be construed to give either Party the power to direct or control the daily activities of the other Party, and, except as specifically provided in this Agreement, neither Party grants the other Party the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party or to transfer, release or waive any right, title or interest of the other Party.

15.13 Further Assurances. Each Party agrees to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective, to consummate and to perform the undertakings and obligations contemplated by this Agreement.

15.14 Need for Writing. No employee, agent, representative or Affiliate of either Party has authority to bind such Party to any oral representations or warranty concerning the services to be provided hereunder or any other aspect of this Agreement. Any written representation or warranty not expressly contained in this Agreement or made in writing by one of the authorized

25

CONFIDENTIAL

representatives of each Party hereto or any other person to whom such representatives have delegated their authority hereunder to in writing will not be enforceable.

15.15 Headings. The headings used in this document are for convenience only and are not to be construed to have any legal significance.

15.16 Counterparts. This Agreement may be executed in counterparts, both of which together shall be considered one and the same agreement, and shall become effective when both of the counterparts have been signed by each Party and delivered to the other.

15.17 Entire Agreement; Order of Precedence. This Agreement, including all exhibits, schedules and attachments attached hereto, together with the Vendor Agreement with regard to particular provisions and/or definitions specifically identified herein constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between the Parties with respect to the subject matter hereof. The Parties acknowledge that the Vendor Agreement shall remain in full force and effect but shall be amended and superseded and replaced by each applicable term and condition in this Agreement that conflicts with any provision of the Vendor Agreement. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision or other condition which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing. If any provision of any exhibit, schedule or attachment is inconsistent with this Agreement, then this Agreement shall control unless this Agreement expressly provides that, with respect to the subject matter of the inconsistency, the provision of the exhibit, schedule or attachment shall control.

15.18 Non-Solicitation. During the term of this Agreement, neither Party will, directly or indirectly, employ or solicit the employment or services of an employee of the other Party that is identified or targeted as a result of the performance of activities pursuant to the Agreement, without the other Party’s prior written consent. The foregoing provision will not apply to general employment advertisements and solicitations to any employee or independent contractor who initiates contact with the other Party regarding potential employment.

[signature page follows]

26

CONFIDENTIAL

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf as of the date first above written.

TiVo Inc.
By:	/s/ Joe Miller
Name:	Joe Miller
Title:	SVP, Sales
Date:	7/6/09
Best Buy Stores, L.P.
By:	/s/ Chris Homeister
Name:	Chris Homeister
Title:	SVP, Entertainment
Date:	7/7/09

27

CONFIDENTIAL

Schedule 1.5

This Schedule 1.5 may be amended by mutual agreement of both parties. The following entities will be deemed to be BBY Competitors under this Agreement:

[*]

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

28

CONFIDENTIAL

Schedule 1.52

This Schedule 1.52 may be amended by mutual agreement of both parties. The following entities will be deemed to be TiVo Competitors under this Agreement:

[*]

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

29

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.

Exhibit A

Statement of Work

30

CONFIDENTIAL

Schedule 4.6(a)

[*]

[*]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.

31

CONFIDENTIAL

Schedule 4.6(b)

[*]

[*]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

CONFIDENTIAL

Exhibit C

FEES AND PAYMENTS

I. Payment Terms. [*]. The Parties further agree that, regardless of whether this Agreement is in effect of not, any past due monies owed by one Party to the other under this Agreement, or any other agreement between the Parties, may be offset against other amounts due to the paying Party.

II. Reporting. [*].

III. Audit. Each Party may, during the Term [*], engage an reputable independent certified public accountant who has not been retained on a contingent fee basis (the “Accountant”), to inspect, after reasonable prior written notice to the other Party, the relevant records and books of account of such other Party regarding any amounts payable by such other Party pursuant to this Agreement. [*].

Any such inspection by the requesting Party (a) shall be conducted during the other Party’s normal business hours and in a manner designed to minimize any disruption of the other Party’s business; and (b) may not be made [*] with the Effective Date. Prior to such inspection, the Accountant must agree in writing with the other Party to maintain in confidence all information disclosed by or received from the other Party in the course of such inspection. The other Party will pay the requesting Party any additional monies that are payable by the other Party pursuant to this Agreement within thirty (30) days of the completion of such an audit. The expenses of audits pursuant to this Section shall be borne by the requesting Party; provided, however, that the other Party shall be charged with the reasonable expense of any such audit that establishes an underpayment to the requesting Party, to which the other Party agrees, [*].

[*]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.

33

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

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

I, Thomas Rogers, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: September 9, 2009

/s/    THOMAS ROGERS

Thomas Rogers

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

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

I, Anna Brunelle, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: September 9, 2009

/s/    ANNA BRUNELLE

Anna Brunelle

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

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

Sarbanes-Oxley Act of 2002

In connection with the TiVo Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ending July 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Rogers, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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

Date: September 9, 2009

/s/    THOMAS ROGERS

Thomas Rogers

President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

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

Sarbanes-Oxley Act of 2002

In connection with the TiVo Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ending July 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anna Brunelle, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

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

Date: September 9, 2009

/s/    ANNA BRUNELLE

Anna Brunelle

Chief Financial Officer

(Principal Financial and Accounting Officer)