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Exhibit
10.4
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Exhibit 10.4
as filed with
10-Q |
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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. |
Confidential
F OURTH A
MENDMENT TO L ICENSING
AND M ARKETING A
GREEMENT
This F
OURTH A MENDMENT TO
THE L ICENSING AND M
ARKETING A GREEMENT (this
“Fourth Amendment”) is made and entered into as of
August 27, 2007 by and among Comcast STB Software DVR, LLC,
Comcast Corporation, and TiVo Inc. (collectively, the
“Parties”).
R
ECITALS
W HEREAS
, the Parties entered into that certain Licensing and Marketing
Agreement having an effective date of March 15, 2005 (the
“Agreement”);
W HEREAS
, the Parties have previously amended the Agreement via that
certain First Amendment dated March 27, 2006, that certain
Second Amendment dated October 23, 2006, and that certain
Third Amendment dated June 22, 2007; and
W HEREAS
, the Parties wish to further modify and amend the Agreement as
explicitly set forth in this Fourth Amendment.
N OW , T
HEREFORE , the Parties agree as
follows:
A
GREEMENT
Unless stated otherwise, capitalized
terms used herein shall have the meanings set forth in the
Agreement.
1. A DDITIONAL S
TATEMENT OF W ORK
. In accordance with the provisions of Section 7.2 of the
Agreement, concurrently with entering into this Fourth Amendment,
TiVo and Licensee are entering into an additional Statement of Work
entitled “TiVo/Comcast TE 2.0 Development Effort”
relating to additional development work requested by Comcast and to
be performed by TiVo, all as described in greater detail in such
Statement of Work and subject to the terms and conditions thereof
and of the Agreement.
2. [*]. The Parties hereby
acknowledge and agree that the aggregate amount of the TiVo
Experience Software Development Fee paid by Comcast pursuant to the
Initial TE Software Statement of Work equals [*]. [*].
3. A DDITIONAL S
TATEMENTS OF W ORK
. Section 7.2(a) of the Agreement is hereby deleted in its
entirety and replaced with the following:
“ (a) During the
[*] following the [*], TiVo will provide [*] development work [*].
For [*] thereafter during the Term, TiVo will provide [*]
development work [*].”
[*] 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.
Confidential
4. M AINTENANCE
& S UPPORT . Section 8.2 of the
Agreement is hereby deleted in its entirety and replaced with the
following:
“ 8.2 Maintenance
and Support.
(a) As a condition to
Comcast TIMS Acceptance, the Parties shall enter into a maintenance
and support agreement for the TIMS Solution (or an amendment to
Exhibit L), providing for maintenance and support services with
respect to the TIMS Solution on substantially the same terms as
described in Exhibit L (but with such modifications thereto as are
appropriate for the TIMS Solution, including the remedies
applicable thereto).
(b) Subject to payment
by Licensee of the Annual M&S Fees set forth in
Section 8.2(e) below, TiVo shall provide the maintenance and
support services described in Exhibit L for the TiVo Experience
Software and in the document agreed upon per Section 8.2(a)
above for the TIMS Solution. For the sake of clarity, the Annual
M&S Fee is in exchange for maintenance and support services
associated with the TiVo Experience Software and the TIMS Solution.
Collectively, these services are referred to as the “
M&S Services ”.
(c) Subject to payment
by Licensee of the Annual M&S Fees set
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