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TV GUIDE SHOWCASE RIDER TO TIVO INTERACTIVE PROGRAM GUIDE LICENSE AGREEMENT
This Rider (“SHOWCASE RIDER”), having an effective date of June 6, 2003 (“SHOWCASE RIDER 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
SECTION 2.0 TERMS, DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 3.0 WAIVER OF ONE-TIME FEE
SECTION 4.0 TV GUIDE SHOWCASE
(a) provide, subject to and in accordance with the terms and conditions set forth in SCHEDULE A to this SHOWCASE RIDER, a consistent location or entry point for the TV GUIDE SHOWCASE [*], as determined by TIVO, of the “Showcase Grid” of the TIVO SERVICE that is [*] no later than [*] after the [*], and maintain such location or entry point (or other location or entry point mutually agreed to by the PARTIES) for the TV GUIDE SHOWCASE throughout the TERM of the AGREEMENT (and through any sell-off period provided for in Section 6.6 of the AGREEMENT);
(b) provide on [*] a [*] basis and subject to and in accordance with the terms and conditions set forth in SCHEDULE A to this SHOWCASE RIDER, delivery of TV GUIDE content to the TV GUIDE SHOWCASE including, but not limited to, text and graphics, and [*] of MPEG quality video content, on [*] a [*] basis throughout the TERM of the AGREEMENT (and through any sell-off period provided for in Section 6.6 of the AGREEMENT);
(c) provide GEMSTAR with [*] relating to [*] at least on a [*] basis throughout the TERM of the AGREEMENT (and through any sell-off period provided for in Section 6.6 of the AGREEMENT). All [*] provided by TIVO will be based on aggregate data and will be consistent with TIVO’s privacy policy located at http://www.tivo.com/privacy, as may be updated from time to time by TIVO in its sole discretion. The [*] provided to GEMSTAR shall be considered confidential information of TIVO and subject to the restrictions set forth in Section 10.9 of the AGREEMENT; and
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(d) provide GEMSTAR with [*] to [*] the GEMSTAR AUTHORIZED TIVO IPG and TV GUIDE SHOWCASE via [*], and [*] throughout the TERM of the AGREEMENT (and through any sell-off period provided for in Section 6.6 of the AGREEMENT).
(a) GEMSTAR shall pay TIVO [*] for each TIVO PVR DEVICE that is capable of receiving, and actually does receive, the TV GUIDE SHOWCASE through the TIVO SERVICE (“TV GUIDE SHOWCASE FEE”) and for which all[*]. All such payments by GEMSTAR shall be in accordance with Section 5.1(b) of the AGREEMENT. TIVO shall be entitled to apply the TV GUIDE SHOWCASE FEE as a discount to the PER UNIT FEES due and payable during the payment period specified in Section 5.1(a) of the AGREEMENT, on the condition that TIVO’s payment report includes [*] that [*] has [*] with [*] for such TV GUIDE SHOWCASE set forth in this AGREEMENT. Should TIVO subsequently determine or learn that [*] for the TV GUIDE SHOWCASE under this AGREEMENT, it shall promptly notify GEMSTAR and [*].
(b) The PARTIES agree and acknowledge that TIVO shall be able to apply the TV GUIDE SHOWCASE FEE as a discount to the PER-UNIT FEES due and payable for TIVO PVR DEVICE TRANSFERRED and that perform INITIAL ACTIVATION prior to [*] after the [*] even if [*], so long as TIVO confirms that the TV GUIDE SHOWCASE will be available within [*] after the [*].
SECTION 5.0 ADDITIONAL PROVISIONS
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REST OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the PARTIES hereto have caused this SHOWCASE RIDER to be executed by their respective duly authorized representatives to be effective as of the date first written above.
SHOWCASE RIDER SIGNATURE PAGE Related Resources |
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