Addendum No 1 To The Television Listing Data Agreement

EXHIBIT 10.2


Exhibit 10.2

as filed with

10-Q 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.


ADDENDUM 1 TO TELEVISION LISTINGS DATA AGREEMENT


BETWEEN

Tribune Media Services, Inc.

AND

Fandango, Inc.

AND

TiVo Inc.


THIS ADDENDUM 1 TO TELEVISION LISTINGS DATA AGREEMENT (" Addendum 1" ) dated March 1, 2004 and twice amended on June 28, 2005 and also amended on this day, November 1, 2005 is entered into this November 1, 2005 (the " Effective Date" ) by and between Tribune Media Services, Inc. (" TMS" ), a Delaware corporation having a place of business at 435 North Michigan Avenue, Suite 1500, Chicago, Illinois, TiVo Inc. (" Licensee" ), a Delaware corporation having a place of business at 2160 Gold Street, Alviso, CA, 95002 and Fandango, Inc. (" Fandango" ) a Delaware corporation having a place of business at 12200 W. Olympic Boulevard , Suite 150, Los Angeles, CA 90064. TMS, Licensee and Fandango acknowledge and agree that Fandango is a party to this Addendum 1 solely with respect to Paragraphs 3, 4, 5, 6, 7, 8, 9 and 11 of this Addendum 1.


Recitals:

A. TMS and Licensee have entered into a Television Listings Data Third Amendment, dated November 1, 2005 (the " Amendment" ), pursuant to which TMS licenses to Licensee certain movie listings, showtimes and related information (the " TMS Licensed Data" ).

B. As part of the Amendment, TMS now wishes to provide, and Licensee wishes to accept, the Fandango Ticketing Service, as described more fully below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TMS and Licensee hereby enter into this Addendum 1.


Agreement:

1. All capitalized terms not defined herein shall have the meaning ascribed to them in the Amendment.

2. All terms and conditions of the Amendment are hereby incorporated by reference and made a part of this Addendum 1. If there is a conflict between the provisions of the Amendment and the provision of this Addendum 1, the provisions of this Addendum 1 shall control.

3. During the term of this Addendum 1 and in accordance with the terms and conditions of this Addendum 1 and the Amendment, TMS hereby grants Licensee a non-exclusive, non-assignable right and license to use, and to allow its authorized end users of the TMS Licensed Data to use, the Fandango Ticketing Service (the " FTS" ) owned and operated by Fandango. The FTS shall consist of: (a) the Fandango back-end ticketing infrastructure and data-exchange interface between Licensee' s network and Fandango' s network to enable users of the FTS to purchase movie tickets from Fandango, and (b) the Fandango-branded creative elements, logos and/or icons depicted in Exhibit A (" Brand Elements" ) which shall reside in locations approved by Fandango and Licensee within an application on the TiVo service that enables Licensee' s authorized end-users of the TMS Licensed Data to

purchase movie tickets through the FTS (" TiVo Movie Ticket Application" ). Licensee will take reasonable efforts to avoid placing any Fandango Brand Elements in conjunction with tobacco products, alcohol, firearms and adult entertainment or other content that Fandango reasonably informs Licensee to be objectionable. If the TiVo Movie Ticket Application is redesigned, Licensee shall not make any material change in placement, size or display of the Fandango Brand Elements or the data-exchange interface without approval in writing by Fandango. The FTS shall allow Licensee' s authorized end-users of the TMS Licensed Data to select and/or verify movie showtimes and purchase tickets. The TiVo Movie Ticket Application will be an area of the TiVo service primarily designed to find movies, purchase movie tickets, and engage in other movie-related activities. The Tivo Movie Ticket Application will integrate the TMS Licensed Data.

4. During the term of this Addendum 1 Licensee agrees that ...