This Interactive Program Guide License Agreement (“AGREEMENT”), having an effective date of June 6, 2003 (“EFFECTIVE DATE”), is entered into by and between Gemstar – TV Guide International, Inc., including all of its SUBSIDIARIES (hereinafter collectively referred to as “GEMSTAR”), and TiVo Inc., including all of its SUBSIDIARIES (hereinafter collectively referred to as “TIVO”); hereinafter sometimes individually referred to as a “PARTY” or collectively to as the “PARTIES”, who agree as follows:

SECTION 1.0

RECITALS

1.1

GEMSTAR develops, licenses, sells and supports systems and methods relating to the provision of schedule and programming information to END-USERS via INTERACTIVE PROGRAM GUIDES.

1.2

GEMSTAR represents that it is the owner, assignee or agent of the right, title and interest in and to certain technology and intellectual property, including IPG-RELATED PATENTS, which, without limitation, relates to INTERACTIVE PROGRAM GUIDES and the transmission and receipt of information, data and services which enable END-USERS to, among other things, interact with, automatically store and recall program related identification information and interact with, automatically capture, descramble, store, recall other auxiliary information or communicate with products such as video recorders, televisions, or other audio-visual or communication or storage devices.

1.3

TIVO desires certain IPG-RELATED PATENT rights from GEMSTAR in connection with making INTERACTIVE PROGRAM GUIDES using GEMSTAR IPG-RELATED PATENTS available to consumers through TIVO PVR DEVICES marketed in the TERRITORY.

1.4

GEMSTAR, subject to the terms and conditions of this AGREEMENT, is prepared to provide certain IPG-RELATED PATENT rights related to INTERACTIVE PROGRAM GUIDES to TIVO, for TIVO’S implementation in TIVO PVR DEVICES and the TIVO SERVICE.

1.5

TIVO and GEMSTAR desire to dismiss and forever release and discharge certain pending legal actions by and between TIVO and StarSight Telecast, Inc., a GEMSTAR SUBSIDIARY.


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SECTION 2.0

DEFINITIONS

2.1

“ADVERTISING REVENUE” shall mean the [*] of [*] revenues determined under generally accepted accounting principles for [*] (including, without limitation, [*] and the like using any currently existing or subsequently development [*] media) in or on GEMSTAR AUTHORIZED TIVO IPGs, minus (i) [*], not to exceed then current industry market rates; and (ii) [*].

2.2

“BRANDS” shall mean all brands owned and/or controlled by TIVO. The initial list of TIVO brands is listed in SCHEDULE A herein, which may be updated from time to time by TIVO.

2.3

“CALENDAR YEAR” shall mean a period of twelve (12) months commencing January 1 and ending December 31 of each year.

2.4

“CAPABLE”: For the purposes of this AGREEMENT, a device shall be considered “CAPABLE” of supporting an INTERACTIVE PROGRAM GUIDE if (a) an IPG is active and deployed on or through the device, or (b) such device contains an operating system and software which can enable such device to substantially perform the functions of an IPG, regardless of whether such IPG is embedded within such device at the time of TRANSFER, or subsequently downloaded to the device after TRANSFER.

2.5

“CONTROL(LED)” shall mean the power to direct or cause the direction of the management or policies of such entity, directly or indirectly through the majority ownership of voting shares.

2.6

“DIGITAL VIDEO DISK” or “DVD” shall mean a video programming recording and/or playback device capable of recording and/or playing video programming stored on a removable optical or opto-magnetic recording medium.

2.7

“DIRECT BROADCAST SATELLITE SYSTEM” or “DBS SYSTEM” shall mean the Hughes/DIRECTV direct broadcast satellite network, which distributes video television programming to DIRECTV SET-TOP BOXES compatible with such a satellite system.

2.8

“DIRECTV” shall mean DIRECTV, Inc., having an office as of the EFFECTIVE DATE at 2230 East Imperial Hwy., El Segundo, California 90245, which owns and/or operates the DBS SYSTEM.

2.9

“DIRECTV SET-TOP BOX(ES)” shall mean a set-top box which tunes and/or decodes any DIRECTV transmitted source of digitally encoded video programming.

2.10

“END-USER(S)” shall mean a person who obtains software and/or hardware at RETAIL for their own use, which may include gifting and resale.

[*]

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2.11

“EXISTING GEMSTAR IPG LICENSEE(S)” shall mean:

[*]; or

[*].

2.12

“EXISTING TIVO LICENSEE(S)” shall mean [*].

2.13

“GEMSTAR AUTHORIZED TIVO IPG(S)” shall mean a TIVO IPG that (a) is branded or co-branded with the TV GUIDE mark (or other mark designated by GEMSTAR as agreed to by TIVO) (collectively the “GEMSTAR MARK”) in the manner set forth in this AGREEMENT, and (b) includes GEMSTAR’s standard patent markings in the manner set forth in this AGREEMENT. The PARTIES agree and acknowledge that TIVO or any other entity may provide the data that populates the GEMSTAR AUTHORIZED TIVO IPG.

2.14

“GEMSTAR IPG-RELATED PATENTS” shall mean

(a) US Patent No. 4,706,121; and

(b) any and all IPG-RELATED PATENTS which GEMSTAR or any of its SUBSIDIARIES owns as of the EFFECTIVE DATE or thereafter during the TERM; and

(c) any and all other IPG-RELATED PATENTS under which GEMSTAR during the TERM obtains the right to grant licenses to third parties, provided such right to grant licenses is consistent with the scope of the grants set forth in this AGREEMENT.

The term “GEMSTAR IPG-RELATED PATENTS” shall not apply with respect to any claim of any patent not owned by GEMSTAR or a GEMSTAR SUBSIDIARY in which GEMSTAR obtains rights before, on or after the EFFECTIVE DATE if a grant of a license or the exercise of rights thereunder would result in the payment of royalties, or other consideration, or result in the loss of any rights in such patent, by GEMSTAR, except for:

(x) payments among GEMSTAR entities, such as payments to GEMSTAR by a GEMSTAR SUBSIDIARY, or

(y) payments to a GEMSTAR SUBSIDIARY by GEMSTAR, or

(z) payments to third parties for inventions made by said third parties while employed by GEMSTAR or by a GEMSTAR SUBSIDIARY.

An initial list of GEMSTAR patents, including GEMSTAR IPG-RELATED PATENTS and certain other patents currently owned or licensed by GEMSTAR has been provided as SCHEDULE C in response to a request by TIVO. TIVO agrees and acknowledges that the inclusion of any patent on SCHEDULE C is not

[*]

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a representation by GEMSTAR that such patent is an IPG-RELATED PATENT or that such patent is licensed under this AGREEMENT. Furthermore, TIVO agrees and acknowledges that SCHEDULE C may include patents which are not IPG-RELATED PATENTS, is provided solely for illustration purposes, and the rights TIVO has under the GEMSTAR patents shall be governed solely by the terms, conditions and provisions of this AGREEMENT, exclusive of SCHEDULE C. Additionally, GEMSTAR agrees and acknowledges that the exclusion of certain patents from SCHEDULE C does not by necessity indicate that such omitted patents are not GEMSTAR IPG-RELATED PATENTS, and the rights TIVO has under the GEMSTAR patents shall be governed solely by the terms, conditions and provisions of this AGREEMENT, exclusive of SCHEDULE C.

2.15

“INITIAL ACTIVATION” shall mean the first (and only the first) access to the TIVO SERVICE by a TIVO PVR DEVICE (including TIVO PVR DEVICES refurbished and resold by TIVO) during which such TIVO PVR DEVICE receives television program schedule information that populates the GEMSTAR AUTHORIZED TIVO IPG, in any way and for any length of time.

2.16

“INTERACTIVE PROGRAM GUIDE” or “IPG” shall mean any electronic program guide which allows selective access to television program schedule information (regardless of the specific presentation of the television program schedule information), combined with the television program schedule information that populates the program guide.

2.17

“IPG-RELATED PATENTS” shall mean claims in patents or patent applications covering one or more features or functions which can be added to a product or service by which an END-USER is provided with the ability to:

(a) access listings for television programming services, whether scheduled, delivered on demand, or time-delayed (e.g., broadcast, cable, satellite, PPV, VOD, PVR), or descriptive information for such programs presented, selected by or displayed in real-time response to such user action, including but not limited to episodic information, editorials, reviews, recommendations, previews and/or promotional information, advertisements, videos or graphics, interviews, and other similar information or content;

(b) navigate interactively through such listings and information as part of viewing such listing and information; and

(c) access such television programming services directly from said listings utilizing such product or service, including but not limited to, methods such as infra-red (IR) “blasting”,

in each instance in (a) through (c), regardless of whether the listings or information is delivered over the air, through a cable television system, satellite transmission, wireless transmission, via the Internet or any other method existing as of the EFFECTIVE DATE or thereafter created; and

in each instance in (a) through (c), regardless of whether the listings or information is presented as text, graphics, audio, video or otherwise.

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Notwithstanding the foregoing, the PARTIES agree and acknowledge that, for the purposes of this AGREEMENT only, IPG-RELATED PATENTS shall specifically exclude claims in patents and patent applications covering one or more features or functions that can be added to a product or service by which an END-USER is provided with the ability to:

(i) record one or more programs;

(ii) record one or more programs while playing back another program or watching a program as it is recording (i.e., time-shifting);

(iii) schedule multiple or repeated recordings;

(iv) control information in a digital device wherever such device is located including, but not limited to, pausing, rewinding, fast-forwarding, playing, playing faster, playing slower, instantly replaying, jumping, skipping, and playing in reverse such information;

(v) store, edit, manipulate, process or synchronize, deliver, stream, receive, or transmit information;

(vi) access information either in response to user action or not in response to user action, including but not limited to, preference engine or collaborative filtering technology; or

(vii) allow the exchange of information over a network,

in each instance in (i) through (vii), regardless of whether the information is delivered over the air, through a cable television system, satellite transmission, wireless transmission, via the Internet or any other method existing as of the EFFECTIVE DATE or thereafter created; and

in each instance in (i) through (vii), regardless of whether the information is presented as text, graphics, audio, video or otherwise.

2.18

“PERSONAL COMPUTER” shall mean any multi-purpose computing device which takes the form of a stand-alone unit designed for general purpose computing, which shall at least include means of supporting word processing, spreadsheet processing and database processing. A PERSONAL COMPUTER shall also include any device or software which is used in conjunction with such computing device to provide or incorporate television reception features or an IPG, including but not limited to television tuner cards.

2.19

“PERSONAL VIDEO RECORDER(S)” or “PVR(S)” shall mean a device which is or incorporates a hard disk drive, solid state memory or other similar fixed or non-removable similar storage means that enables an END-USER to select upcoming video programming for recording on such memory, select recorded programs for playback from such memory, and/or pause, rewind and playback live broadcasts using such memory.

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2.20

“PROSPECTIVE GEMSTAR IPG LICENSEE(S)” shall mean [*].

2.21

“PVR DEVICES” shall mean a PVR or the combination of a PVR with following devices (where “combination” means permanently embedded within the device or otherwise connected (whether wirelessly, physically or otherwise) to the device): (a) DVD recorders; (b) DVD players; (c) audio jukeboxes; (d) video game consoles; (e) automobile entertainment/navigation systems; (f) TELEVISIONS; (g) D-VHS recorders; (h) home entertainment receivers; (i) portable audio/visual products; and (j) home theatre in the box products. For purposes of clarity, PVR DEVICES include devices built pursuant to the Memorandum of Understanding Among Cable MSOs and Consumer Electronics Manufacturers dated December 12, 2002, as may be revised, and similar devices TRANSFERRED through RETAIL. PVR DEVICES shall not include [*], DIRECTV SET-TOP BOXES, or any other SERVICE PROVIDER provisioned set-top box, regardless of whether any such device [*]. With respect to [*], GEMSTAR represents to TIVO that GEMSTAR has a specific and certain agreement regarding [*] (the “[*] AGREEMENT”) and such agreement [*]. Relying upon and on the basis of such representations, TIVO acknowledges and agrees that PVR DEVICES shall not include [*] but only for so long as [*]. GEMSTAR acknowledges and agrees that upon any termination, expiration or modification [*] of the [*] AGREEMENT whereby [*], GEMSTAR shall promptly notify TIVO of such occurrence and PVR DEVICES shall be deemed to include [*].

2.22

“RETAIL” shall mean the TRANSFER of product and/or services via retail channels of distribution (e.g., retail outlets, mail order catalogs, television shopping channels, department stores or via the Internet) directly to an END-USER or to wholesale distribution channels who subsequently sell via retail directly to END-USER(S). RETAIL as used in this AGREEMENT expressly excludes sales directly by TIVO to SERVICE PROVIDERS.

2.23

“SERVICE PROVIDER(S)” shall mean any video distribution system or video distribution network (that provides, over or through such system or network, video programming services alone or together with other services) to users (such as residences and commercial establishments) typically for a subscription fee, regardless of the transmission methodology (e.g., analog, digital, cable, satellite, wireless, Internet or other form existing as of the EFFECTIVE DATE or thereafter created), including but not limited to, for example, the providers of television programming services such as cable television companies, direct to home satellite providers.

2.24

“SUBSIDIARY(IES)” shall mean any corporation, company, or other entity: (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other such managing authority) are, as of the EFFECTIVE DATE or thereafter, owned or CONTROLLED, directly or indirectly by a PARTY hereto, but such corporation, company, or other entity shall be considered to be a SUBSIDIARY only so long as such ownership or CONTROL exists; or (ii) which does not have outstanding shares or securities, as may be the

[*]

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case with a partnership, joint venture, or unincorporated association, but more than 50% of whose ownership interest representing the right to make decisions for such corporation, company, or other entity is, as of the EFFECTIVE DATE or thereafter, owned or CONTROLLED, directly or indirectly by a PARTY hereto, but such corporation, company, or other entity shall be considered to be an SUBSIDIARY only so long as such ownership or CONTROL exists.

2.25

“TELEVISION(S)” shall mean television, television receivers, and television combination devices; the foregoing consisting of or designed for connection with a video display screen and which are capable of receiving and/or displaying television video programming signals in analog or digital format.

2.26

“TERRITORY” shall mean the geographic area located within the boundaries of the United States and Canada.

2.27

“THIRD PARTY BRAND(ED)” shall mean a brand owned and/or controlled by [*], such brand being other than a TIVO brand, under which PVR DEVICES are manufactured and sold, and which may be [*] as BRAND under which [*] such PVR DEVICES as authorized under Section 3.1(b) of this AGREEMENT. [*] may [*] SCHEDULE A as to such [*] only if [*] such PVR DEVICES as authorized under Section 3.1(b) of this AGREEMENT.

2.28

“TIVO IPG(S)” shall mean an IPG specified by TIVO and provided in connection with the TIVO SERVICE for use with, and only used with, a TIVO PVR DEVICE. TIVO IPG shall not mean an IPG specified by or intended for use outside of the TIVO SERVICE, nor shall it mean an IPG specified by or intended for use with any other service, including but not limited to any [*], [*], or any other [*].

2.29

“TIVO PVR DEVICE(S)” shall mean PVR DEVICES which incorporate the TIVO TECHNOLOGY, deploy, or are CAPABLE of supporting, a GEMSTAR AUTHORIZED TIVO IPG, and which are sold at RETAIL under (a) the BRANDS (and not under any third party brand or co-brand) or (b) under THIRD PARTY BRANDS.

2.30

“TIVO PVR TECHNOLOGY” shall mean TIVO TECHNOLOGY that does not include the delivery of any electronic program guide which allows selective access to television program schedule information (regardless of the specific presentation of the television program schedule information) or the delivery of television program schedule information.

2.31

“TIVO SERVICE” shall mean the TIVO branded service provided by TIVO that requires INITIAL ACTIVATION by an END-USER and includes (a) GEMSTAR AUTHORIZED TIVO IPG, (b) Showcases, (c) software upgrades to support the TIVO TECHNOLOGY, and (d) the ability to upgrade to a service with additional features and functionality offered by TIVO. TIVO SERVICE may include the ability for an END USER to interact with a TIVO PVR DEVICE remotely via the Internet (which may be accessed via a PERSONAL COMPUTER) or other means.

[*]

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2.32

“TIVO TECHNOLOGY” shall mean client- and server-based technology that enables any combination of the following: (a) [*]; (b) [*]; and (c) [*]. For the avoidance of doubt, TIVO TECHNOLOGY shall not include any technology that solely enables the capability specified in [*] of this section.

2.33

“TRANSFERRED” or “TRANSFER” shall mean (i) deliver(ed) to other(s) in the TERRITORY, regardless of the basis of compensation, if any, (e.g., demonstration models, consignment or by gift) and/or (ii) sold and/or delivered in combination with other products in the TERRITORY.

SECTION 3.0

GRANTS AND TIVO OBLIGATIONS

3.1

GEMSTAR IPG-RELATED PATENTS GRANTS.

(a) TIVO PVR DEVICES. GEMSTAR grants to TIVO for the TERM, subject to TIVO’s continued compliance with the terms and conditions set forth herein:

(i) a worldwide, non-exclusive, nontransferable (except as set forth in Section 10.11) manufacturing right, under the GEMSTAR IPG-RELATED PATENTS, to make and have made TIVO PVR DEVICES;

(ii) a non-exclusive, nontransferable (except as set forth in Section 10.11) right, under the GEMSTAR IPG-RELATED PATENTS to import, sell, lease, offer to sell or otherwise TRANSFER such TIVO PVR DEVICES, and only in conjunction with such TIVO PVR DEVICES, the GEMSTAR AUTHORIZED TIVO IPG, and the TIVO SERVICE within the TERRITORY;

(iii) a non-exclusive, nontransferable (except as set forth in Section 10.11) right, under the GEMSTAR IPG-RELATED PATENTS to use, and have END-USERS use, the TIVO PVR DEVICES, and, only in conjunction with such TIVO PVR DEVICES, the GEMSTAR AUTHORIZED TIVO IPG, and the TIVO SERVICE within the TERRITORY; and

(iv) the limited right to sublicense the rights granted to TIVO under Sections 3.1(a)(i), 3.1(a)(ii), and 3.1(a)(iii) above to [*] in accordance with Section 3.1(b)(i), to [*] in accordance with Section 3.1(b)(ii), to [*] in accordance with Section 3.1(b)(iii) and to [*] in accordance with Section 3.1(b)(iv). Except as expressly set forth in this Section 3.1, no sublicense rights are granted by GEMSTAR to TIVO under this AGREEMENT.

(b) [*] PVR DEVICES.

(i) [*]. For a [*] of [*] immediately [*] (the “SECTION 3.1(b)(i) [*]”), [*] may seek to obtain a separate license agreement directly with each [*] for [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG. The PARTIES

[*]

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acknowledge and agree that [*] may enter into each such separate license agreement on terms and conditions within [*] discretion; provided that:

(A) the terms and conditions of each such license agreement shall expressly allow the [*] to incorporate the GEMSTAR AUTHORIZED TIVO IPG into [*] PVR DEVICES and shall include the right to co-brand such [*] PVR DEVICES with the TIVO BRAND;

(B) the economic terms and conditions of each such license agreement relating to the [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG shall be on terms and conditions no less favorable than those terms provided to such [*] for PVR DEVICES (or if PVR DEVICES are not specifically licensed, consumer electronics products) incorporating [*];

(C) each such separate license agreement shall provide that all [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG are [*] with any [*] product under such agreement in [*] applicable to such products incorporating [*]; and

(D) each such separate license agreement terms shall be made available for all such [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG for the TERM of this AGREEMENT.

If [*] enters into such separate license agreement with an [*], [*] shall (Y) notify [*] within fifteen (15) business days of the effective date of such license agreement in writing, copying the [*], that such license agreement has been entered into, and such writing shall expressly confirm that all conditions (A)-(D) in Section 3.1(b)(i) are present in such license agreement, and (Z) seek payment of all applicable IPG-related fees for such [*] PVR DEVICES, including without limitation fees related to the GEMSTAR AUTHORIZED TIVO IPG, from [*]. [*] shall not be [*] for, or to create any reports regarding, [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG. Once such separate license agreement is executed, GEMSTAR agrees to generally and specifically release TIVO from any prior or future acts of infringement relating to the manufacture, import, sale, lease, offer for sale, TRANSFER, or use of the GEMSTAR AUTHORIZED TIVO IPG in such [*] PVR DEVICES (and the IPG features or functionality in the TIVO SERVICE provided to such products) TRANSFERRED under such license agreement.

If [*] does not enter into such separate license agreement with an [*] within the SECTION 3.1(b)(i) [*], or upon [*] written notification to [*] that [*] elects not to seek to obtain a separate license agreement with [*], then [*] pay to [*]:

(E) the PER UNIT FEE specified in Section 4.1 for the [*] of [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG that perform INITIAL ACTIVATION during the TERM in the TERRITORY as if such [*] PVR DEVICES were TIVO PVR DEVICES (for the avoidance of doubt, the [*] of [*]

[*]

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PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG that perform INITIAL ACTIVATION during the TERM in the TERRITORY shall be calculated on a [*] basis for [*]); and

(F) the PER UNIT FEE specified in Section 4.1 plus the [*] FEE specified in Section 4.3 for all [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG over [*] that perform INITIAL ACTIVATION during the TERM in the TERRITORY as if such [*] PVR DEVICES were [*] PVR DEVICES.

[*] shall report all such [*] PVR DEVICES for which [*] pays the PER UNIT FEE pursuant to Section 5.3(a). [*] may sublicense the rights granted under Section 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii) above to such [*] consistent with the terms and conditions of this AGREEMENT. Subsequent activations of the same [*] PVR DEVICES (excluding products refurbished and resold by [*]) do not require payment of any additional fee. Provided [*] pays the PER UNIT FEE and [*] FEE for such [*] PVR DEVICES then, except as expressly set forth in this Section 3.1(b)(i) and Section 3.2, the terms and conditions of this AGREEMENT applicable to TIVO PVR DEVICES shall be applicable to [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG, and shall be deemed to have applied during the SECTION 3.1(b)(i) [*], so long as [*] pays the [*] fees timely upon [*] of the SECTION 3.1(b)(i) [*]. [*]

(ii) [*]. In the event [*] has or elects to enter into an agreement with an [*], then upon [*] or such [*] request, [*] agrees to offer and provide to [*] IPG license rights for [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG for the TERM of this AGREEMENT. The PARTIES acknowledge and agree that [*] may enter into each such separate license agreement on terms and conditions within [*] discretion; provided that:

(B) the economic terms and conditions of each such license agreement relating to the [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG shall be on terms and conditions no less favorable than those terms provided to [*] for PVR DEVICES (or if PVR DEVICES are not specifically licensed, consumer electronics products) incorporating any GEMSTAR IPG;

(C) each such separate license agreement shall provide that all [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG are [*] with any [*] product under such agreement in [*] applicable to such products incorporating [*]; and

[*]

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(D) each such separate license agreement terms shall be made available for all such [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG for the TERM of this AGREEMENT.

If [*] enters into such separate license agreement or extends such license rights under an existing agreement with an [*], [*] shall (Y) notify [*] within fifteen (15) business days of the effective date of such license agreement in writing, copying the [*], that such license agreement or license right extension has been entered into or been granted, and such writing shall expressly confirm that all conditions (A)-(D) in Section 3.1(b)(ii) are present in such license agreement or license rights, and (Z) seek payment of all applicable IPG-related fees for such [*] PVR DEVICES, including without limitation fees related to the GEMSTAR AUTHORIZED TIVO IPG, from [*] and [*] shall not be [*] for, or to report, any [*] PVR DEVICES TRANSFERRED by [*]. Once such license agreement is executed, GEMSTAR agrees to generally and specifically release TIVO from any prior or future acts of infringement relating to the manufacture, import, sale, lease, offer for sale, TRANSFER, or use of the GEMSTAR AUTHORIZED TIVO IPG in, such [*] (and the IPG features or functionality in the TIVO SERVICE provided to such products) TRANSFERRED under such license agreement.

If [*] does not enter into such separate license agreement with an [*] within a [*] of [*] (“SECTION 3.1(b)(ii) [*]”), or upon [*] notification to [*] that [*] elects not to seek to obtain a separate license agreement with such [*] then [*] pay to [*] the PER UNIT FEE specified in Section 4.1 plus the [*] FEE specified in Section 4.3 for all [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG that perform INITIAL ACTIVATION during the TERM in the TERRITORY as if such [*] PVR DEVICES were [*] PVR DEVICES. [*] may sublicense the rights granted under Section 3.1(a)(i), 3.1(a)(ii), and 3.1(a)(iii) above to such [*] consistent with the terms and conditions of this AGREEMENT. Subsequent activations of the same [*] PVR DEVICES (excluding products refurbished and resold by [*]) do not require payment of any additional fee. Provided [*] pays the PER UNIT FEE and [*] FEE for such [*] PVR DEVICES then, except as expressly set forth in this Section 3.1(b)(ii) and Section 3.2, the terms and conditions of this AGREEMENT applicable to TIVO PVR DEVICES shall be applicable to [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG, and shall be deemed to have applied during the SECTION 3.1(b)(ii) [*], so long as [*] pays the [*] fees timely upon [*] of the SECTION 3.1(b)(ii) [*]. [*]

TIVO agrees and acknowledges that any agreement that it enters into with an [*] with respect to the deployment of the GEMSTAR AUTHORIZED TIVO IPG on [*] PVR DEVICES shall:

(E) not indemnify such [*] against claims by GEMSTAR for infringement of GEMSTAR IPG-RELATED PATENTS or any fees due and payable to GEMSTAR for the deployment of such GEMSTAR AUTHORIZED TIVO IPG; and

[*]

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(F) expressly state in such agreement that such GEMSTAR AUTHORIZED TIVO IPG is being provided by TIVO without a license from GEMSTAR and that such [*] acknowledges that it may need to obtain a separate license agreement with respect to the deployment of such GEMSTAR AUTHORIZED TIVO IPG.

(iii) [*]. As to a third-party that is a [*], the PARTIES agree and acknowledge that [*] shall have an [*] from [*] to finalize any [*] with such third-party [*]. If [*] enters into a license agreement with such [*], [*] shall notify [*] within fifteen (15) business days of the date that such agreement is made public. If [*] desires to enter into a license agreement with a [*], [*] pay to [*] the PER UNIT FEE specified in Section 4.1 plus the [*] FEE specified in Section 4.3 for all [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG that perform INITIAL ACTIVATION during the TERM in the TERRITORY as if such [*] PVR DEVICES were [*] PVR DEVICES. [*] may sublicense the rights granted under Section 3.1(a)(i), 3.1(a)(ii), and 3.1(a)(iii) above to such [*] consistent with the terms and conditions of this AGREEMENT. Subsequent activations of the same [*] PVR DEVICES (excluding products refurbished and resold by [*]) do not require payment of any additional fee. Provided [*] pays the PER UNIT FEE and [*] FEE for such [*] PVR DEVICES, except as expressly set forth in this Section 3.1(b)(iii) and Section 3.2, the terms and conditions of this AGREEMENT applicable to TIVO PVR DEVICES shall be applicable to [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG.

(iv) [*]. As to a third-party that is not (A) [*]; (B) [*]; or (C) [*], [*] shall notify [*] that it has publicly announced, executed, or intends to execute, an agreement with such [*] and [*] shall confirm whether such [*] is, as of the date of such notification, [*].

[*] pay to [*] the PER UNIT FEE specified in Section 4.1 for all [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG that perform INITIAL ACTIVATION during the TERM in the TERRITORY as if such [*] PVR DEVICES were TIVO PVR DEVICES. [*] shall [*] all such [*] PVR DEVICES for which [*] pays the PER UNIT FEE pursuant to Section [*]. [*] may sublicense the rights granted under Section 3.1(a)(i), 3.1(a)(ii) and 3.1(a)(iii) above to such [*] consistent with the terms and conditions of this AGREEMENT. Subsequent activations of the [*] PVR DEVICES (excluding products refurbished and resold by [*]) do not require payment of any additional fee. Provided [*] pays the PER UNIT FEE for such [*] PVR DEVICES then, except as expressly set forth in this Section 3.1(b)(iv) and Section 3.2, the terms and conditions of this AGREEMENT applicable to TIVO PVR DEVICES shall be applicable to such [*] PVR DEVICES incorporating the GEMSTAR AUTHORIZED TIVO IPG.

(c) COMFORT LETTER. Within ten (10) business days of TIVO’s written request, GEMSTAR shall provide to the specified [*] an executed comfort letter substantially similar to that set forth in SCHEDULE I, with a copy to TIVO.

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(d) [*] Devices. The PARTIES agree to explore mutually beneficial opportunities for integrating a GEMSTAR authorized IPG and TIVO PVR TECHNOLOGY in [*] devices. Upon a request from a [*] that is a GEMSTAR IPG licensee, GEMSTAR agrees to integrate the TIVO PVR TECHNOLOGY with GEMSTAR’s IPG.

(e) [*] Licensees. TIVO may integrate the [*] with non-GEMSTAR, third-party IPGs in third-party provisioned devices. So long as TIVO (A) does not specify, supply or deliver the IPG or delivery television program schedule information; and (B) does not indemnify any such third party in any way with respect to the deployment of such third-party IPGs, GEMSTAR agrees to generally and specifically release TIVO from any acts of infringement of the GEMSTAR IPG-RELATED PATENTS relating to the manufacture, import, sale, lease, offer for sale, TRANSFER or use of such third-party IPG in such third-party provisioned devices. Except for the foregoing, TIVO agrees and acknowledges that such deployment of such third-party IPGs is not licensed or authorized, in any way, under this AGREEMENT or any other agreement with GEMSTAR.

3.2

GEMSTAR AUTHORIZED TIVO IPG INCORPORATION COMMITMENT.

(a) SERIES 2. In exchange for the [*] PER UNIT FEES set forth in Section 4 of this AGREEMENT, TIVO hereby agrees and commits during the TERM to [*] incorporate a GEMSTAR AUTHORIZED TIVO IPG into [*] TIVO PVR DEVICES manufactured during the TERM and that perform INITIAL ACTIVATION with the TIVO SERVICE, and into any and all versions of the TIVO SERVICE provided during the TERM (and through any sell-off period provided for in Section 6.6 of this AGREEMENT) by TIVO to Series 2 (or any future models of) PVR DEVICES. The PARTIES agree and acknowledge that TIVO shall have [*] after [*] to incorporate a GEMSTAR AUTHORIZED TIVO IPG in the TIVO SERVICE provided to Series 2 (or any future models of) PVR DEVICES. Notwithstanding the foregoing, the PARTIES further agree and acknowledge that [*] identified under Section [*] and [*] may [*] an [*] pursuant to [*]. In such event, TIVO’s obligations under this Section 3.2(a) shall [*] apply to any [*] TRANSFERRED by [*] and shall [*] apply to any TIVO SERVICE provided to [*].

(b) SERIES 1. [*] If TIVO [*] elects to provide a service upgrade to the existing base of Series 1 PVR DEVICES (other than an emergency service upgrade to provide bug fixes or workarounds to problems in such Series 1 PVR DEVICES), TIVO hereby agrees to incorporate a GEMSTAR AUTHORIZED TIVO IPG into such service upgrade [*]. Prior to any such [*] Series 1 service upgrade by TIVO, if GEMSTAR desires to have TIVO incorporate a GEMSTAR AUTHORIZED TIVO IPG into the existing base of Series 1 PVR DEVICES, the PARTIES agree to negotiate in good faith the timing and schedule for a dedicated service upgrade for the GEMSTAR AUTHORIZED TIVO IPG, with any [*] costs of TIVO associated with such dedicated service update to be borne solely by GEMSTAR.

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3.3

GEMSTAR MARK GRANT.

(a) GEMSTAR grants to TIVO, subject to TIVO’s continued compliance with the terms and conditions set forth in this AGREEMENT, a royalty-free, non-exclusive, nontransferable (except as set forth in Section 10.11), non-sublicenseable right to use the GEMSTAR MARK in the TERRITORY during the TERM of this AGREEMENT, and only in connection with the GEMSTAR AUTHORIZED TIVO IPG and advertising material related to the TIVO PVR DEVICES and TIVO SERVICE that provide access to the GEMSTAR AUTHORIZED TIVO IPG.

(b) TIVO hereby agrees and commits to brand or co-brand the GEMSTAR AUTHORIZED TIVO IPG such that the GEMSTAR MARK shall appear on all versions of the [*] and the [*] with [*] to the [*] or any other [*] on such [*]. The PARTIES agree and acknowledge that the co-branding set forth in SCHEDULE E is conceptually approved and agreed to by both PARTIES. Should TIVO elect to incorporate GEMSTAR IPG DATA into the GEMSTAR AUTHORIZED TIVO IPG, TIVO hereby agrees and commits to the provide the same branding or co-branding for the GEMSTAR MARK on the TIVO program information screen accessible from the [*] feature. In the event that TIVO [*] the GEMSTAR AUTHORIZED TIVO IPG such that [*] or [*] is [*], the PARTIES agree to discuss in good faith [*] for the [*] GEMSTAR MARK, such that the GEMSTAR MARK [*] from END-USERS through the TIVO SERVICE after [*] as [*].

(c) TIVO acknowledges that, as between GEMSTAR and TIVO, the GEMSTAR MARK is the sole and exclusive property of GEMSTAR. TIVO further acknowledges the value of the goodwill associated with the GEMSTAR MARK and agrees that any additional goodwill that may be created through TIVO’s use of the GEMSTAR MARK shall inure to the sole benefit of GEMSTAR. TIVO agrees and acknowledges that GEMSTAR shall have the right to review, monitor and approve the quality of any depiction of the GEMSTAR MARK used by TIVO as permitted under Section 3.3(a). TIVO shall request in writing GEMSTAR’s prior review and approval of any depiction of the GEMSTAR MARK, and GEMSTAR agrees to provide such review and approval within [*] of the receipt of TIVO’s request. If GEMSTAR does not respond to such request within such [*] period, such depiction shall be deemed approved. GEMSTAR retains the right to monitor the quality of any authorized products or services to which the GEMSTAR MARK is affixed by TIVO, and should it determine, in its sole discretion, that that quality of such products or services is not consistent with the quality required by GEMSTAR in connection with the GEMSTAR MARK, may notify TIVO in writing of any issues and the PARTIES will work in good faith to resolve any such issues.

3.4

TIVO SHOWCASES. TIVO agrees to re-brand the “Showcase” menu item on the “TiVo Central” screen of the TIVO SERVICE provided by TIVO to Series 2 (or any future models of) PVR DEVICES as “Showcases and TV Guide” (or other term mutually agreed to by the PARTIES) no later than [*] after [*], and maintain such branding throughout the TERM of this AGREEMENT (and through any sell-off

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period provided for in Section 6.6 of this AGREEMENT). Such re-branding of the “Showcase” menu item will [*] in lieu of [*], if [*] is [*] and is [*].

3.5

TRANSFER AND NOTICE REQUIREMENTS.

(a) TRANSFER REQUIREMENTS. TIVO agrees it shall not TRANSFER TIVO PVR DEVICES directly to SERVICE PROVIDER. Any TRANSFER of TIVO PVR DEVICES or the TIVO IPG directly to any SERVICE PROVIDERS shall not be authorized or licensed in any way under this AGREEMENT.

(b) NOTICE REQUIREMENTS. TIVO agrees to include notice language substantially as set forth in SCHEDULE B in the next set of revisions commenced after the EFFECTIVE DATE to the documentation accompanying each TIVO PVR DEVICE, and to also include similar language in the “SYSTEM INFORMATION” screen or equivalent area of the GEMSTAR AUTHORIZED TIVO IPG no later than [*] after [*]. GEMSTAR may update the notice information on SCHEDULE B to include other IPG-RELATED PATENTS licensed under this AGREEMENT on [*] by written notice to and approval by TIVO, which shall not be unreasonably withheld; provided that TIVO shall only be obligated to update such information in documentation accompanying each TIVO PVR DEVICE or in the “SYSTEM INFORMATION” screen or equivalent area in the revision to the documentation or in next software update or release commenced after receipt of such update notice from GEMSTAR.

3.6

SCOPE OF GRANT. TIVO acknowledges that after the earlier of (a) [*] after [*] or (b) the deployment of a GEMSTAR AUTHORIZED TIVO IPG, the GEMSTAR AUTHORIZED TIVO IPG is the only IPG licensed and/or authorized under this AGREEMENT. GEMSTAR specifically reserves all rights against all parties with respect to any other IPG, including but not limited to any version of the TIVO IPG that is not a GEMSTAR AUTHORIZED TIVO IPG, other than versions of the TIVO IPG distributed within [*] after [*] for TIVO PVR DEVICES for which the PER UNIT FEE has been paid to GEMSTAR under Section 4.1. GEMSTAR in its sole discretion may take any action necessary to enforce GEMSTAR’S rights, including intellectual property rights against any party with respect to such IPGs, irrespective of any payments and/or surcharges paid hereunder. For the avoidance of doubt, TIVO acknowledges that the provision of the GEMSTAR AUTHORIZED TIVO IPG other than in connection with the TIVO SERVICE deployed through TIVO PVR DEVICES is not licensed under this AGREEMENT.

3.7

RESERVATION OF RIGHTS. All right, title and interest in and to GEMSTAR IPG-RELATED PATENTS or other GEMSTAR patents or intellectual property not specifically and expressly granted to TIVO by this AGREEMENT shall remain the sole property of and are exclusively reserved to GEMSTAR.

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SECTION 4.0

FEES

4.1.

PER UNIT FEE. TIVO agrees to pay to GEMSTAR, for each TRANSFERRED TIVO PVR DEVICE that performs INITIAL ACTIVATION during the TERM in the TERRITORY, a non-refundable fee of [*] (“PER UNIT FEE”). Subsequent activations of the same TIVO PVR DEVICE (excluding TIVO PVR DEVICES refurbished and resold by TIVO) do not require payment of any additional fee. For the avoidance of doubt, the PER UNIT FEE shall constitute full payment for the license to the GEMSTAR IPG-RELATED PATENTS and GEMSTAR shall not require any additional fees from [*] under any GEMSTAR IPG-RELATED PATENTS with respect to PVR DEVICES authorized under this AGREEMENT. If payment is due from a third party for the GEMSTAR AUTHORIZED TIVO IPG pursuant to an agreement between GEMSTAR and such third party, then GEMSTAR shall not seek additional payment from TIVO.

4.2.

INITIAL ONE-TIME FEE. TIVO shall pay GEMSTAR an initial, one-time, non-refundable fee of [*] payable at the time of execution of this AGREEMENT for all PVR DEVICES TRANSFERRED by TIVO or any of its licensees prior to the EFFECTIVE DATE (“ONE-TIME FEE”).

4.3

[*] PVR DEVICE. TIVO agrees to pay to GEMSTAR, for each TRANSFERRED [*] PVR DEVICE that performs INITIAL ACTIVATION during the TERM in the TERRITORY, a non-refundable fee of [*] (“[*] FEE”) in addition to the PER UNIT FEE set forth above. For the avoidance of doubt, and by way of example only, the total fees due and payable under this Section for each TRANSFERRED [*] PVR DEVICE that performs INITIAL ACTIVATION during the TERM is [*].

SECTION 5.0

PAYMENTS AND REPORTS

5.1

PAYMENTS.

(a) Within [*] of the close of each calendar [*], TIVO shall pay GEMSTAR the total of all PER UNIT FEES and [*] FEES attributable to each TIVO PVR DEVICE performing INITIAL ACTIVATION in the TERRITORY during such calendar [*].

(b) In addition, within [*] of the close of each calendar [*], each PARTY shall pay to the other PARTY all amounts accrued by the owing PARTY under this AGREEMENT during the immediately preceding calendar [*].

(d) All payments due under this AGREEMENT shall be paid via bank wire transfer in accordance with banking information to be supplied to each PARTY by the other during the TERM.

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5.2

DELINQUENT PAYMENTS. Any payments not received within [*] of the date when due pursuant to Section 5.1 hereof or otherwise shall be considered delinquent. All delinquent amounts shall bear interest at a rate per month, or fraction thereof, equal to [*] or the highest amount allowed by law, whichever is less. Interest on delinquent payments shall apply from the due date of such payment until paid. Acceptance of any payment hereunder shall not be deemed a waiver of any rights or remedies the payee has or may have at law or otherwise, including, without limitation, the right to dispute the accuracy or completeness of any payment, report or other information supplied by the payor.

5.3

PAYMENT REPORTS.

(a) Each payment by TIVO pursuant to Sections 5.1(a) hereof shall be accompanied by a written [*] payment report identifying the number of TIVO PVR DEVICES TRANSFERRED and that perform INITIAL ACTIVATION pursuant to Section 4.1 in the TERRITORY during the calendar [*] for which payment is being made, showing at least the TIVO-branded PVR DEVICES by brand, model number (to the extent such information is available), country of manufacture (to the extent such information is available), destination country (to the extent such information is available), quantities TRANSFERRED (to the extent such information is available), and quantities that perform INITIAL ACTIVATION, as well as a calculation of the sum total of the PER UNIT FEES and [*] FEES that are being remitted to GEMSTAR hereunder, all in such form and detail as reasonably specified by GEMSTAR and approved by TIVO, such approval shall not be unreasonably withheld. Each payment report shall be certified, in writing, by an authorized representative of TIVO. GEMSTAR reserves the right to modify the format of the payment report from time to time by written notice to, and approval (which shall not be unreasonably withheld) by, TIVO.

(b) Each payment by one PARTY to the other pursuant to Section 5.1(b) shall be accompanied by a written [*] payment report identifying the basis and details for such payment, as well as a calculation of the payment to be made to the other PARTY, all in such form all in such form and detail as reasonably specified by the payee and approved by payor, such approval shall not be unreasonably withheld. Each payment report shall be certified, in writing, by an authorized representative of the payor.

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(c) Payment reports shall be sent by overnight delivery, or faxed and then mailed within five (5) days as set forth below.

To GEMSTAR:

Gemstar – TV Guide International, Inc.

Attn: Licensing Department

6922 Hollywood Blvd.

Los