SECOND AMENDMENT TO LEASE AGREEMENT

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:

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

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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).

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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.

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