Second Amendment To Development Agreement

Exhibit 10.1 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. SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This SECOND AMENDMENT TO THE DEVELOPMENT AGREEMENT (this "Second Amendment") is made and entered into as of December 20, 2002 (the "Second Amendment Effective Date") by and between DIRECTV, INC. , a California corporation ("DIRECTV"), and TIVO INC. , a Delaware corporation ("TiVo") (collectively, the "Parties"). RECITALS WHEREAS , the Parties entered into that certain Development Agreement having an effective date of February 15, 2002 (the "Development Agreement"); WHEREAS , the Parties have previously amended the Development Agreement via that certain First Consolidated Amendment dated October 31, 2002; and WHEREAS , the Parties wish to further amend certain provisions in the Development Agreement, and to agree on additional terms and conditions explicitly set forth in this Second Amendment. NOW , THEREFORE , the Parties agree as follows: AGREEMENT Unless stated otherwise, capitalized terms used herein shall have the meanings set forth in the Development Agreement. 1. TRINITY/[*] DOCUMENTS. The statement of work describing the responsibilities of the Parties with respect to the modified Provo Receiver hardware (the "Trinity Hardware") and the associated client software (the "Version [*] Software") is set forth in Attachment 1 to this Second Amendment. Attachment 2 to this Second Amendment sets forth the development schedule, milestone payment schedule, and a more detailed description of the Parties' responsibilities and schedule dependencies with respect to the Trinity Hardware and Version [*] Software. DIRECTV shall pay TiVo for development of the Trinity Hardware and Version [*] Software pursuant to the milestone payment schedule set forth in Attachment 2 to this Second Amendment, but in no event will a milestone payment be due earlier than the scheduled date; it being understood that any payment received within [*] of the required payment date shall be deemed to have been paid in a timely manner. Attachment 3 to this Second Agreement sets forth the product requirements document describing the agreed-upon requirements of the Trinity Hardware and the Version [*] Software. 2. VERSION [*]DOCUMENTS. The product requirements document for the Version [*] Software is set forth in Attachment 4 to this Second Amendment. Pursuant to Section 2.3(a) of the Development Agreement, the Parties have developed the Interface [*]Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Specifications for the Version [*] Software. The Interface Specifications are set forth in the "Relevant Documents" section of Attachment 4 to this Second Amendment. The Interface Specifications include the so-called [*] specification and the so-called [*] specification that is a part of the Development Agreement. Attachment 5 to this Second Amendment sets forth the development schedule, milestone payment schedule, and a more detailed description of the Parties' responsibilities and schedule dependencies with respect to the Trinity Hardware and Version [*] Software. DIRECTV shall pay TiVo for development of the [*] Software pursuant to the milestone payment schedule set forth in Attachment 5 to this Second Amendment. 3. TIVO SERVICE DATA TYPES; DIRECTV SERVICE DATA TYPES. 3.1 TiVo Service Data Types; Covenant. Section 1 of Attachment 6 to this Second Amendment sets forth the list of data types (the "TiVo Service Data Types") that the TiVo server infrastructure supports in the delivery of the TiVo Service as of the Second Amendment Effective Date. TiVo covenants that such list is complete and accurate as of the Second Amendment Effective Date. In the event a breach of the foregoing covenant results in an inability of the Version [*] Software to work as specified in Attachment 4 to this Second Amendment and such inability impacts DIRECTV's operations or the resulting customer experience, TiVo's sole obligations shall be to: (i) modify the Version [*] Software to support the TiVo Service Data Type(s) giving rise to the breach; and (ii) support such TiVo Service Data Type(s) until [*] after the modified Version [*] Software is accepted by DIRECTV (such acceptance not to be unreasonably withheld or delayed). 3.2 DIRECTV Service Data Types. Only those TiVo Service Data Types requested by DIRECTV (as denoted in Section 2 of Attachment 6 to this Second Amendment) shall be enabled in the Version [*] Software (the "DIRECTV Service Data Types"), and such DIRECTV Service Data Types shall be capable of use via the DIRECTV satellite-based push network unless the Parties agree otherwise as to particular DIRECTV Service Data Types. 4. UNDERSTANDING REGARDING MANUFACTURABILITY. [*] TiVo will have no responsibility with respect to manufacturability (including component failures) unless problems are directly related to the TiVo design, in which case such problems will be addressed pursuant to Section 2.4 of the Development Agreement. DIRECTV acknowledges and agrees that TiVo will bear no responsibility for the manufacturability of the Provo Receivers by any subsequent CE Manufacturer beyond the first (a "Subsequent CE Manufacturer") of Provo Receivers unless problems are directly related to the TiVo design. [*] TiVo may provide manufacturing assistance to DIRECTV or DIRECTV's CE Manufacturers at the rates specified in Exhibit D to the Development Agreement (unless otherwise agreed by the Parties). [*]Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2 5. UNDERSTANDING REGARDING WAIVERS. TiVo will have no obligation to correct the waivers set forth in Section 9.2 of Attachment 4 to this Second Amendment, unless pursuant to the terms of such Section 9.2. 6. PROVO RECEIVER. Section 1.10 of the Development Agreement is hereby deleted and replaced in its entirety with the following: " 1.10 "Provo Receiver" shall mean: (a) the second generation DIRECTV-TiVo combination receiver described in Exhibit A (Development Schedule and Specifications) ; and (b) the Trinity Hardware, as defined in Section 1 of the Second Amendment to this Agreement. For the sake of clarity, when assessing the Parties' respective obligations prior to the Second Amendment Effective Date, "Provo Receiver" excludes clause (b)." 7. [*] DEFINITION. A new Section 1.19 is added to the Development Agreement to read as follows: " 1.19 [*] shall mean the [*] ." 8. DIRECTV SUBSCRIBER COMMITMENT. Section 2.2 of the Development Agreement is hereby deleted and replaced in its entirety with the following: " 2.2 DIRECTV Subscriber Commitment. By a date no later than [*] , DIRECTV commits to having an aggregated minimum of [*] DVR/PVR Service Subscribers for the Provo Receivers, Two-Chip Receivers, and Reno Receivers activated after the Manufacturing Release of the Provo Receiver (with Version [*] Software). For avoidance of doubt, such minimum specifically excludes DVR/PVR Service Subscribers using solely Reno Receivers activated prior to the Manufacturing Release of the Provo Receiver, or DIRECTV Service subscribers using solely a Stand Alone Receiver. (a) If DIRECTV does not have a minimum of [*] such DVR/PVR Service Subscribers as of [*] , and DIRECTV has not exercised its option to the Technology License Agreement pursuant to Section 4.6 (Technology License) of this Agreement, then, commencing on [*] , DIRECTV shall pay to TiVo the DVR/PVR Service Fee set forth in Exhibit B ? Schedule 3 on any shortfall in the number of DVR/PVR Service Subscribers until such time as DIRECTV has paid a total of [*] in shortfall payments or there exists a total of [*] DVR/PVR Service Subscribers. The parties acknowledge and agree that the "shortfall" in subscribers shall decrease as DIRECTV adds additional DVR/PVR Service Subscribers. [*]Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

3 (b) If DIRECTV has exercised its option to the Technology License Agreement and the number of receivers licensed thereunder is less than [*] as of [*] , DIRECTV shall pay to TiVo [*] per receiver for any shortfall in the number of licensed receivers and such payment shall be made no later than ...