First Amendment To Deveopment And Distribution Agreement

Exhibit 10.3 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. FIRST AMENDMENT TO THE DEVELOPMENT AND DISTRIBUTION AGREEMENT This First Amendment to the Development and Distribution Agreement (the " First Amendment") is effective as of June 30, 2002 (the " Amendment Effective Date") between TiVo Inc., a Delaware corporation (" TiVo"), and America Online, Inc., a Delaware Corporation (" AOL"). RECITALS WHEREAS, AOL and TiVo are Parties to that certain Development and Distribution Agreement dated as of April 30, 2002 (the " Agreement"); and WHEREAS, the Parties desire to modify certain terms of the Agreement, as provided below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AOL and TiVo agree as follows: TERMS 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings given thereto in the Agreement. 2. Amendments. The Parties hereby amend the Agreements as follows: a) Section 3.1(d): This Section 3.1(d) shall be deleted and replaced in its entirety with the following: "The Parties acknowledge that they have mutually agreed upon the Acceptance Criteria with respect to the Mercury Application only. In the event that the Parties proceed with the Second Phase, the Parties work in good faith to mutually agree upon Acceptance Criteria for the Second Phase within sixty (60) days of the Second Phase Election, as defined in Section 2." b) Section 3.2: "Each Party's obligations set forth in this Section 3.2 solely with respect to the AOL TV Application shall be applicable if and only if the Parties proceed with the Second Phase." c) Section 3.2(b): The word and number "sixty (60)" appearing in the first and seventh lines of Section 3.2(b) shall be stricken and replaced in each instance with the following word and number "ninety (90)". d) Section 3.2(c)(ii): The word "Deliverables" in the first line of Section 3.2(c)(ii) shall be stricken and replace with the words "each Deliverable". e) Section 3.2(g): The words "the Effective Date" in the first, second and third lines of Section 3.2(g) shall be stricken and replaced with the following words: "the Parties' agreeing to terms to proceed with the Second Phase". f) Section 4.1: "Each Party's obligations ...