Remote Scheduling Agreement To Tivo Interactive Program Guide Lic Agrmt

Exhibit 10.4

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.

REMOTE SCHEDULING AMENDMENT TO TIVO INTERACTIVE PROGRAM GUIDE

LICENSE AGREEMENT

THIS REMOTE SCHEDULING AMENDMENT TO THE TIVO INTERACTIVE PROGRAM GUIDE LICENSE AGREEMENT (this " AMENDMENT" ), having an effective date of August 23, 2006 (" AMENDMENT EFFECTIVE DATE" ) amends the TiVo Interactive Program Guide License Agreement having an effective date of June 6, 2003 (the " RETAIL AGREEMENT" ), as amended by the Service Provider Amendment, having an effective date of August 23, 2006 (the " SERVICE PROVIDER AMENDMENT," the RETAIL AGREEMENT, as amended by the SERVICE PROVIDER AMENDMENT shall be referred to as the " AGREEMENT" ) and is made and entered into by and between GEMSTAR TV GUIDE INTERNATIONAL, INC., including all of its SUBSIDIARIES (hereinafter collectively referred to as " GEMSTAR" ), and TIVO INC., including all of its SUBSIDIARIES (hereinafter collectively referred to as " TIVO" ). All capitalized terms used in this AMENDMENT and not otherwise defined herein shall have the meaning defined in the AGREEMENT.

RECITALS The PARTIES desire to amend the AGREEMENT in accordance with the terms and conditions set forth herein in order to revise and clarify the obligations of the PARTIES with respect to the deployment of TIVO' s remote scheduling feature accessible from GEMSTAR' s tvguide.com website.

AMENDMENT

1. Section 2 of the AGREEMENT is hereby revised to incorporate the following new definition as new Section 2.30A.

2.30A " TIVO REMOTE SCHEDULING" shall mean scheduling the recording of television programs solely to a TIVO PVR DEVICE via the internet, as accessed through a personal computer (regardless of operating system or hardware) and displayed via a standard internet web browser application. 2. Section 9.4 of the AGREEMENT is hereby deleted and replaced in its entirety with the following: 9.4 REMOTE SCHEDULING . TIVO hereby agrees to provide GEMSTAR with access to the TIVO REMOTE SCHEDULING feature solely for access from GEMSTAR' s tvguide.com website as soon as commercially possible, but in any event within [*] of the AMENDMENT EFFECTIVE DATE, subject to each PARTY fulfilling its responsibilities and obligations set forth in the PROJECT PLAN (as defined below), and shall continue to support TIVO REMOTE SCHEDULING through the expiration of the current TERM of the RETAIL AGREEMENT, unless terminated earlier in accordance with the provisions of Sections 6.2, 6.3 or 6.4 of the AGREEMENT. Upon thirty (30) days' written notice to TIVO prior to the expiration of the current TERM, GEMSTAR may elect to renew this AMENDMENT for a period of [*], which renewal, in and of itself, will not result in a renewal or extension of the TERMS, or any rights granted to TIVO [*]. For the avoidance of doubt, GEMSTAR shall have the option to ele ...