0001193125-05-077754 Sample Contracts

LICENSING AND MARKETING AGREEMENT dated as of March 15, 2005 among COMCAST STB SOFTWARE DVR, LLC COMCAST CORPORATION and TIVO INC.
Licensing Agreement • April 15th, 2005 • Tivo Inc • Cable & other pay television services • New York

This Licensing and Marketing Agreement (the “Agreement”) is made effective as of March 15, 2005 (the “Effective Date”), by and among Comcast STB Software DVR, LLC, a Delaware limited liability company, having its principal place of business at 1201 N. Market Street, Suite 1000, Wilmington, Delaware 19801 (“Licensee”), Comcast Corporation, a Pennsylvania corporation, having its principal place of business at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148, as guarantor of Licensee’s obligations hereunder (“Comcast Parent” and, together with Licensee, “Comcast”), and TiVo Inc., a Delaware corporation, having its principal place of business at 2160 Gold Street, Alviso, California 95002 (“TiVo”). Comcast and TiVo may sometimes be individually referred to as a “Party” or collectively referred to as the “Parties”. Unless otherwise defined herein all capitalized terms shall have the meaning ascribed thereto in Exhibit A, attached hereto and incorporated herein by this reference.

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GENERAL RELEASE AND SEPARATION AGREEMENT
General Release and Separation Agreement • April 15th, 2005 • Tivo Inc • Cable & other pay television services

This General Release and Separation Agreement (hereafter “Agreement”) is entered into as of this 17 day of December, 2004, between Martin J. Yudkovitz (the “Executive”), and TiVo, Inc. (the “Company”), effective eight days after the Executive’s signature (the “Effective Date”), unless he revokes his acceptance as provided in Paragraph 6(c), below.

AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • April 15th, 2005 • Tivo Inc • Cable & other pay television services • California

THIS SERVICES AGREEMENT, originally made and entered into as of February 15, 2002 (the “Effective Date”), as amended by that First Amendment to the Services Agreement (“First Amendment”) made and entered into as of October 3, 2003 (the “First Amendment Effective Date”) by and between TIVO INC., a Delaware corporation (“TIVO”), and DIRECTV, INC., a California corporation (“DIRECTV”) is hereby amended and restated in full as of March 31, 2005 (the “Restatement Effective Date”). (As so amended and restated herein, the “Agreement.”)

FIFTH AMENDMENT TO VENDOR AGREEMENT
Vendor Agreement • April 15th, 2005 • Tivo Inc • Cable & other pay television services

This FIFTH AMENDMENT TO THE VENDOR AGREEMENT (this “Fifth Amendment”) is effective as of March 1, 2005 (the “Fifth Amendment Effective Date”) by and between BEST BUY PURCHASING LLC (“Best Buy”) and TIVO INC (“TiVo”).

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