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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



|þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2008

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission
File Number: 001-15473

OPENTV CORP.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|British Virgin Islands                                         |  | 98-0212376                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|275 Sacramento Street San Francisco, California                |  | 94111                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(415) 962-5000

(Registrants telephone number, including area code)

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                      |  |                                             |  |                             
|-------------------------- |  | -------------------- |  | ------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer  þ |  | Non-accelerated filer   ̈                    |  | Smaller Reporting Company   ̈
|                           |  |                      |  | (Do not check if smaller reporting company) |  |                             

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).    Yes   ̈    No  þ

As of September 30, 2008, the Registrant had outstanding:

109,255,454 Class A ordinary shares, no
par value; and

30,206,154 Class B ordinary shares, no par value.









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Table of Contents



|                              |  |                                                                                       |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|                              |  | Page                                                                                 
|                              | 
|Part I. Financial Information |  | 3                                                                                    
|                              |  |                                                                                      
|Item 1.                       |  | Financial Statements                                                                  |  | 3 
|                              |  |                                                                                      
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 25
|                              |  |                                                                                      
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 44
|                              |  |                                                                                      
|Item 4.                       |  | Controls and Procedures                                                               |  | 45
|                              | 
|Part II. Other Information    |  | 45                                                                                   
|                              |  |                                                                                      
|Item 1.                       |  | Legal Proceedings                                                                     |  | 45
|                              |  |                                                                                      
|Item 1A.                      |  | Risk Factors                                                                          |  | 46
|                              |  |                                                                                      
|Item 5.                       |  | Other Information                                                                     |  | 46
|                              |  |                                                                                      
|Item 6.                       |  | Exhibits                                                                              |  | 47
|                              | 
|Exhibit Index                 |  | 49                                                                                   
|                              |  |                                                                                      
|EX-10.1:                      |  | EMPLOYMENT AGREEMENT                                                                  |  |   
|EX-10.2:                      |  | FORM OF RESTRICTED SHARE AGREEMENT                                                    |  |   
|EX-31.1:                      |  | CERTIFICATION                                                                         |  |   
|EX-31.2:                      |  | CERTIFICATION                                                                         |  |   
|EX-32:                        |  | CERTIFICATIONS                                                                        |  |   

OpenTV, the OpenTV logo and our product and service names are trademarks, service marks or registered
trademarks or service marks of OpenTV Corp. or its subsidiaries in the United States and other countries. Other product and service names mentioned herein may be trademarks, service marks or registered trademarks or service marks of their respective
owners.



2



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Part I. Financial Information



|Item 1. | Financial Statements
|------- | --------------------

OPENTV CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)



|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                                                                                          |  | September 30,2008 |            |   | December 31,2007 * |  
|ASSETS                                                                                                                                                                                    | 
|Current assets:                                                                                                                                                                           |  |                   |            |   |                    |   |            |  
|Cash and cash equivalents                                                                                                                                                                 |  | $                 | 88,721     |   |                    | $ | 58,599     |  
|Short-term marketable debt securities                                                                                                                                                     |  |                   | 7,870      |   |                    |   | 20,404     |  
|Accounts receivable, net of allowance for doubtful accounts of $542 and $565 at September 30, 2008 and December 31, 2007,
respectively                                                    |  |                   | 27,464     |   |                    |   | 16,655     |  
|Prepaid expenses and other current assets                                                                                                                                                 |  |                   | 3,810      |   |                    |   | 5,465      |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Total current assets                                                                                                                                                                      |  |                   | 127,865    |   |                    |   | 101,123    |  
|Long-term marketable debt securities                                                                                                                                                      |  |                   | 2,150      |   |                    |   | 2,811      |  
|Property and equipment, net                                                                                                                                                               |  |                   | 7,362      |   |                    |   | 6,554      |  
|Goodwill                                                                                                                                                                                  |  |                   | 95,247     |   |                    |   | 95,082     |  
|Intangible assets, net                                                                                                                                                                    |  |                   | 9,741      |   |                    |   | 12,589     |  
|Other assets                                                                                                                                                                              |  |                   | 2,640      |   |                    |   | 1,896      |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Total assets                                                                                                                                                                              |  | $                 | 245,005    |   |                    | $ | 220,055    |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS EQUITY                                                                                                                                   | 
|Current liabilities:                                                                                                                                                                      |  |                   |            |   |                    |   |            |  
|Accounts payable                                                                                                                                                                          |  | $                 | 1,667      |   |                    | $ | 2,687      |  
|Accrued liabilities                                                                                                                                                                       |  |                   | 16,107     |   |                    |   | 17,360     |  
|Accrued restructuring                                                                                                                                                                     |  |                   | 300        |   |                    |   | 883        |  
|Deferred revenue                                                                                                                                                                          |  |                   | 17,089     |   |                    |   | 14,992     |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Total current liabilities                                                                                                                                                                 |  |                   | 35,163     |   |                    |   | 35,922     |  
|Accrued liabilities, net of current portion                                                                                                                                               |  |                   | 1,519      |   |                    |   | 2,764      |  
|Accrued restructuring, net of current portion                                                                                                                                             |  |                   | 1,203      |   |                    |   | 1,297      |  
|Deferred revenue, net of current portion                                                                                                                                                  |  |                   | 13,378     |   |                    |   | 9,142      |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Total liabilities                                                                                                                                                                         |  |                   | 51,263     |   |                    |   | 49,125     |  
|Commitments and contingencies (Note 15)                                                                                                                                                   |  |                   |            |   |                    |   |            |  
|Minority interest                                                                                                                                                                         |  |                   | 433        |   |                    |   | 451        |  
|Shareholders equity:                                                                                                                                                                     |  |                   |            |   |                    |   |            |  
|Preference shares, no par value, 500,000,000 shares authorized; none issued and outstanding                                                                                               |  |                   |           |   |                    |   |           |  
|Class A ordinary shares, no par value, 500,000,000 shares authorized; 109,255,454 and 109,657,613 shares issued and outstanding at
September 30, 2008 and December 31, 2007, respectively |  |                   | 2,235,402  |   |                    |   | 2,234,614  |  
|Class B ordinary shares, no par value, 200,000,000 shares authorized; 30,206,154 shares issued and outstanding at September 30, 2008 and
December 31, 2007                                |  |                   | 35,953     |   |                    |   | 35,953     |  
|Additional paid-in capital                                                                                                                                                                |  |                   | 515,485    |   |                    |   | 500,162    |  
|Accumulated other comprehensive loss                                                                                                                                                      |  |                   | (715       | ) |                    |   | (141       | )
|Accumulated deficit                                                                                                                                                                       |  |                   | (2,592,816 | ) |                    |   | (2,600,109 | )
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Total shareholders equity                                                                                                                                                                |  |                   | 193,309    |   |                    |   | 170,479    |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Total liabilities, minority interest and shareholders equity                                                                                                                             |  | $                 | 245,005    |   |                    | $ | 220,055    |  
|                                                                                                                                                                                          |  |                   |            |   |                    |   |            |  



|* | The condensed consolidated balance sheet at December 31, 2007 has been derived from the companys audited consolidated financial statements at that date.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



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OPENTV CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per
share amounts)



|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|--------------------------------------------------------------- |  | -------------------------------- | ----------- | - | ------------------------------- | - | ----------- | ---- |  | ---- | ----------- |  | - | ----------- | -
|                                                                |  | Three Months Ended September 30, |             |   | Nine Months Ended September 30, |  
|                                                                |  | 2008                             |             |   | 2007                            |   |             | 2008 |  | 2007 |            
|Revenues:                                                       |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Royalties and licenses                                          |  | $                                | 16,494      |   |                                 | $ | 16,188      |      |  | $    | 56,911      |  | $ | 48,115      |  
|Services and other                                              |  |                                  | 10,427      |   |                                 |   | 7,486       |      |  |      | 30,638      |  |   | 23,630      |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Total revenues                                                  |  |                                  | 26,921      |   |                                 |   | 23,674      |      |  |      | 87,549      |  |   | 71,745      |  
|Cost of revenues:                                               |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Royalties and licenses                                          |  |                                  | 1,202       |   |                                 |   | 1,390       |      |  |      | 3,960       |  |   | 5,091       |  
|Services and other                                              |  |                                  | 9,106       |   |                                 |   | 9,910       |      |  |      | 29,185      |  |   | 29,119      |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Total cost of revenues                                          |  |                                  | 10,308      |   |                                 |   | 11,300      |      |  |      | 33,145      |  |   | 34,210      |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Gross profit                                                    |  |                                  | 16,613      |   |                                 |   | 12,374      |      |  |      | 54,404      |  |   | 37,535      |  
|Operating expenses:                                             |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Research and development                                        |  |                                  | 8,031       |   |                                 |   | 8,716       |      |  |      | 25,769      |  |   | 25,042      |  
|Sales and marketing                                             |  |                                  | 2,818       |   |                                 |   | 2,801       |      |  |      | 7,503       |  |   | 8,690       |  
|General and administrative                                      |  |                                  | 4,121       |   |                                 |   | 6,629       |      |  |      | 15,030      |  |   | 16,750      |  
|Restructuring and impairment costs                              |  |                                  | (7          | ) |                                 |   |            |      |  |      | 575         |  |   | (28         | )
|Amortization of intangible assets                               |  |                                  | 181         |   |                                 |   | 412         |      |  |      | 551         |  |   | 1,432       |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Total operating expenses                                        |  |                                  | 15,144      |   |                                 |   | 18,558      |      |  |      | 49,428      |  |   | 51,886      |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Profit (loss) from operations                                   |  |                                  | 1,469       |   |                                 |   | (6,184      | )    |  |      | 4,976       |  |   | (14,351     | )
|Interest income                                                 |  |                                  | 514         |   |                                 |   | 1,161       |      |  |      | 1,866       |  |   | 2,406       |  
|Other income (expense)                                          |  |                                  | (1,473      | ) |                                 |   | 715         |      |  |      | 758         |  |   | 665         |  
|Minority interest                                               |  |                                  | 2           |   |                                 |   | 9           |      |  |      | 18          |  |   | 26          |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Income (loss) before income taxes                               |  |                                  | 512         |   |                                 |   | (4,299      | )    |  |      | 7,618       |  |   | (11,254     | )
|Income tax expense (benefit)                                    |  |                                  | (445        | ) |                                 |   | 486         |      |  |      | 325         |  |   | 1,325       |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net income (loss) from continuing operations                    |  |                                  | 957         |   |                                 |   | (4,785      | )    |  |      | 7,293       |  |   | (12,579     | )
|Discontinued operations:                                        |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Gain from discontinued operations, net of tax                   |  |                                  |            |   |                                 |   | 276         |      |  |      |            |  |   | 62          |  
|Impairment of assets of discontinued operations, net of tax     |  |                                  |            |   |                                 |   | (3,652      | )    |  |      |            |  |   | (3,652      | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net loss from discontinued operations                           |  |                                  |            |   |                                 |   | (3,376      | )    |  |      |            |  |   | (3,590      | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net income (loss)                                               |  | $                                | 957         |   |                                 | $ | (8,161      | )    |  | $    | 7,293       |  | $ | (16,169     | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net income (loss) per share from continuing operations, basic   |  | $                                | 0.01        |   |                                 | $ | (0.03       | )    |  | $    | 0.05        |  | $ | (0.09       | )
|Net loss per share from discontinued operations, basic          |  |                                  |            |   |                                 |   | (0.03       | )    |  |      |            |  |   | (0.03       | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net income (loss) per share, basic                              |  | $                                | 0.01        |   |                                 | $ | (0.06       | )    |  | $    | 0.05        |  | $ | (0.12       | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net income (loss) per share from continuing operations, diluted |  | $                                | 0.01        |   |                                 | $ | (0.03       | )    |  | $    | 0.05        |  | $ | (0.09       | )
|Net loss per share from discontinued operations, diluted        |  |                                  |            |   |                                 |   | (0.03       | )    |  |      |            |  |   | (0.03       | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Net income (loss) per share, diluted                            |  | $                                | 0.01        |   |                                 | $ | (0.06       | )    |  | $    | 0.05        |  | $ | (0.12       | )
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Shares used in per share calculation, basic                     |  |                                  | 139,465,910 |   |                                 |   | 139,052,035 |      |  |      | 139,629,135 |  |   | 138,734,827 |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  
|Shares used in per share calculation, diluted                   |  |                                  | 140,197,701 |   |                                 |   | 139,052,035 |      |  |      | 140,347,942 |  |   | 138,734,827 |  
|                                                                |  |                                  |             |   |                                 |   |             |      |  |      |             |  |   |             |  

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.



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OPENTV CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                         |  |                                 |         |   |      |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                         |  | Nine Months Ended September 30, |        
|                                                                                         |  | 2008                            |         |   | 2007 |  
|Cash flows from operating activities:                                                    |  |                                 |         |   |      |   |         |  
|Net income (loss)                                                                        |  | $                               | 7,293   |   |      | $ | (16,169 | )
|Less: Loss from discontinued operations                                                  |  |                                 |        |   |      |   | (3,590  | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net income (loss) from continuing operations                                             |  |                                 | 7,293   |   |      |   | (12,579 | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                 |         |   |      |   |         |  
|Depreciation and amortization of property and equipment                                  |  |                                 | 3,120   |   |      |   | 2,808   |  
|Amortization of intangible assets                                                        |  |                                 | 2,848   |   |      |   | 4,863   |  
|Share-based compensation                                                                 |  |                                 | 2,205   |   |      |   | 2,741   |  
|Non-cash employee compensation                                                           |  |                                 | 8       |   |      |   | 82      |  
|Provision for (reduction of) doubtful accounts                                           |  |                                 | (23     | ) |      |   | 456     |  
|Gain on sale of cost investment                                                          |  |                                 | (143    | ) |      |   | (91     | )
|Loss (gain) on disposal of fixed assets                                                  |  |                                 | 1       |   |      |   | (3      | )
|Minority interest                                                                        |  |                                 | (18     | ) |      |   | (26     | )
|Changes in operating assets and liabilities:                                             |  |                                 |         |   |      |   |         |  
|Accounts receivable                                                                      |  |                                 | (10,707 | ) |      |   | (2,403  | )
|Prepaid expenses and other current assets                                                |  |                                 | (269    | ) |      |   | (530    | )
|Other assets                                                                             |  |                                 | (716    | ) |      |   | 249     |  
|Accounts payable                                                                         |  |                                 | (1,021  | ) |      |   | (1,634  | )
|Accrued liabilities                                                                      |  |                                 | (2,799  | ) |      |   | 541     |  
|Accrued restructuring                                                                    |  |                                 | (677    | ) |      |   | (607    | )
|Deferred revenue                                                                         |  |                                 | 6,333   |   |      |   | 8,903   |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net cash provided by operating activities of continuing operations                       |  |                                 | 5,435   |   |      |   | 2,770   |  
|Net cash provided by operating activities of discontinued operations                     |  |                                 |        |   |      |   | 278     |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Total net cash provided by operating activities                                          |  |                                 | 5,435   |   |      |   | 3,048   |  
|Cash flows from investing activities:                                                    |  |                                 |         |   |      |   |         |  
|Purchase of property and equipment                                                       |  |                                 | (3,514  | ) |      |   | (2,325  | )
|Cash used in acquisition, net of cash acquired                                           |  |                                 | (96     | ) |      |   |        |  
|Proceeds from sale of cost investment                                                    |  |                                 | 1,882   |   |      |   |        |  
|Proceeds from disposal of property and equipment                                         |  |                                 |        |   |      |   | 27      |  
|Proceeds from sale of marketable debt securities                                         |  |                                 | 18,105  |   |      |   | 11,481  |  
|Purchase of marketable debt securities                                                   |  |                                 | (5,137  | ) |      |   | (19,984 | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net cash provided by (used in) investing activities of continuing operations             |  |                                 | 11,240  |   |      |   | (10,801 | )
|Net cash provided by (used in) investing activities of discontinued operations           |  |                                 | 225     |   |      |   | (20     | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Total net cash provided by (used in) investing activities                                |  |                                 | 11,465  |   |      |   | (10,821 | )
|Cash flows from financing activities:                                                    |  |                                 |         |   |      |   |         |  
|Repurchase of employee stock options                                                     |  |                                 |        |   |      |   | (167    | )
|Repurchase of restricted shares                                                          |  |                                 | (454    | ) |      |   |        |  
|Capital contribution                                                                     |  |                                 | 14,333  |   |      |   | 5,395   |  
|Proceeds from issuance of ordinary shares                                                |  |                                 | 17      |   |      |   | 269     |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net cash provided by financing activities of continuing operations                       |  |                                 | 13,896  |   |      |   | 5,497   |  
|Effect of exchange rate changes on cash and cash equivalents of continuing operations    |  |                                 | (674    | ) |      |   | 392     |  
|Effect of exchange rate changes on cash and cash equivalents of discontinued operations  |  |                                 |        |   |      |   | (310    | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Total effect of exchange rate changes on cash and cash equivalents                       |  |                                 | (674    | ) |      |   | 82      |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents of continuing operations            |  |                                 | 29,897  |   |      |   | (2,142  | )
|Net increase (decrease) in cash and cash equivalents of discontinued operations          |  |                                 | 225     |   |      |   | (52     | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                                 | 30,122  |   |      |   | (2,194  | )
|Cash and cash equivalents, beginning of period, of continuing operations                 |  |                                 | 58,599  |   |      |   | 48,309  |  
|Cash and cash equivalents, beginning of period, of discontinued operations               |  |                                 |        |   |      |   | 307     |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Cash and cash equivalents, beginning of period                                           |  |                                 | 58,599  |   |      |   | 48,616  |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Cash and cash equivalents, end of period, of continuing operations                       |  |                                 | 88,721  |   |      |   | 46,167  |  
|Cash and cash equivalents, end of period, of discontinued operations                     |  |                                 |        |   |      |   | 255     |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                                 |  | $                               | 88,721  |   |      | $ | 46,422  |  
|                                                                                         |  |                                 |         |   |      |   |         |  
|Supplemental disclosure of cash flow information:                                        |  |                                 |         |   |      |   |         |  
|Cash paid for income taxes                                                               |  | $                               | (1,412  | ) |      | $ | (1,205  | )
|                                                                                         |  |                                 |         |   |      |   |         |  
|Non-cash investing and financing activities:                                             |  |                                 |         |   |      |   |         |  
|Conversion of exchangeable shares                                                        |  | $                               | 2       |   |      | $ | 42      |  
|                                                                                         |  |                                 |         |   |      |   |         |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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OPENTV CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

In the opinion of management, these unaudited condensed consolidated interim financial statements (interim financial statements) have been prepared on the
same basis as our December 31, 2007 audited consolidated financial statements and include all adjustments, consisting of only normal closing adjustments, necessary to fairly state the information set forth within. Certain information and
footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission for interim period financial statements. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on
Form 10-K for the year ended December 31, 2007.

Principles of Consolidation

The accompanying interim financial statements include the accounts of OpenTV Corp., sometimes referred to herein as OpenTV, together with its wholly-owned
and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the 2008 presentation, primarily to account for discontinued operations
and segments.

Use of Estimates

The preparation of the accompanying interim financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. Significant
estimates and assumptions include matters related to revenue recognition, valuation allowances, impairments, restructuring costs and share-based compensation.

Discontinued Operations

In September 2007, we committed to a plan to dispose of Static
2358 Holdings Ltd. (Static), our subsidiary that operated our PlayJam games business (PlayJam). We closed the transaction to sell Static on December 31, 2007. In accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the Impairment or Disposal of Long Lived Assets (SFAS 144), the financial results of the disposal group have been classified as a discontinued operation. Unless noted otherwise, discussions
in the footnotes below pertain to continuing operations.

Note 2. Summary of Significant Accounting Policies

Fair Value Measurement

In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measures (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities and applies
whenever other standards require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years.

In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2,
Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 defers the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually), to fiscal years and interim periods within those fiscal years, beginning after November 15, 2008.



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We adopted SFAS 157 as of January 1, 2008, with the exception of the application of the statement to
non-recurring nonfinancial assets and nonfinancial liabilities. The adoption of SFAS 157 did not have a significant impact on our interim financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS 159).
SFAS 159 provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases.
Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We adopted SFAS 159 as of January 1, 2008. We
currently do not have any additional financial instruments or other items that are eligible for election of the fair value option. Therefore, the adoption of SFAS 159 did not have a significant impact on our interim financial statements.

Recent Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP
EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per
share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those years. Upon adoption, a company is required to
retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in FSP EITF 03-6-1. Early application of FSP EITF 03-6-1 is
prohibited. We do not expect FSP EITF 03-6-1 to have a material impact on our financial statements.

In April 2008, the FASB issued FSP FAS
142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets (SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS
142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (Revised 2007),Business Combinations (SFAS 141(R)) and other GAAP. FSP FAS 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. We continue to evaluate the impact of the adoption of FSP FAS 142-3 on our financial statements.

In December 2007, the FASB issued SFAS 141(R). Under SFAS 141(R), an acquiring entity will be required to recognize all of the assets
acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will significantly change the accounting for business combinations. SFAS 141(R) also includes a substantial number of new
disclosure requirements. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after commencement of the first annual reporting period beginning on or after December 15, 2008. Early adoption is
prohibited. We continue to evaluate the impact of the adoption of SFAS 141(R) on our financial statements.

In December 2007, the EITF
issued Issue No. 07-1, Accounting for Collaborative Arrangements (EITF 07-1). EITF 07-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those
fiscal years and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. EITF 07-1 requires that transactions with other parties in connection with qualifying
collaborative arrangements (i.e., revenue generated and costs incurred by such parties) be reported in the appropriate line



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item in each companys financial statements pursuant to the guidance in EITF Issue No. 99-19,Reporting Revenue Gross as a Principal
versus Net as an Agent (EITF 99-19). EITF 07-1 also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, applicable accounting policies, amounts
involved and income statement classification of transactions between the parties. We continue to evaluate the impact of the adoption of EITF 07-1 on our financial statements.

Note 3. Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted
average number of ordinary shares outstanding during the periods presented. Diluted net income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period.
Potential common shares consists of incremental ordinary shares issuable upon the exercise of stock options (using the treasury stock method) and ordinary shares issuable in exchange for shares of common stock (using the if-converted method) of
OpenTV, Inc., our subsidiary.

The following table sets forth the computation of basic and diluted net income (loss) per share (in
thousands, except for share amounts):



|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----------- | ---- | ------------------------------- | ----------- | ---- |  | ---- | ----------- |  | - | ----------- | -
|                                                                                                                                                                                      |  | Three Months Ended September 30, |             |      | Nine Months Ended September 30, |            
|                                                                                                                                                                                      |  | 2008                             |             | 2007 |                                 |             | 2008 |  | 2007 |            
|Numerator:                                                                                                                                                                            |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Net income (loss) from continuing operations                                                                                                                                          |  | $                                | 957         |      | $                               | (4,785      | )    |  | $    | 7,293       |  | $ | (12,579     | )
|Net loss from discontinued operations                                                                                                                                                 |  |                                  |            |      |                                 | (3,376      | )    |  |      |            |  |   | (3,590      | )
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Net income (loss)                                                                                                                                                                     |  | $                                | 957         |      | $                               | (8,161      | )    |  | $    | 7,293       |  | $ | (16,169     | )
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Denominator - basic:                                                                                                                                                                  |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Basic weighted average shares                                                                                                                                                         |  |                                  | 139,465,910 |      |                                 | 139,052,035 |      |  |      | 139,629,135 |  |   | 138,734,827 |  
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Denominator - diluted:                                                                                                                                                                |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Weighted average shares                                                                                                                                                               |  |                                  | 139,465,910 |      |                                 | 139,052,035 |      |  |      | 139,629,135 |  |   | 138,734,827 |  
|Effect of dilutive securities:                                                                                                                                                        |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Class A ordinary shares issuable upon exercise of stock options                                                                                                                       |  |                                  | 78,225      |      |                                 |            |      |  |      | 63,662      |  |   |            |  
|Class A ordinary shares issuable for shares of OpenTV, Inc. Class A common stock (including shares of OpenTV, Inc. Class A
common stock issuable upon exercise of stock options)      |  |                                  | 653,566     |      |                                 |            |      |  |      | 655,145     |  |   |            |  
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Diluted weighted average shares                                                                                                                                                       |  |                                  | 140,197,701 |      |                                 | 139,052,035 |      |  |      | 140,347,942 |  |   | 138,734,827 |  
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Net income (loss) per share from continuing operations, basic                                                                                                                         |  | $                                | 0.01        |      | $                               | (0.03       | )    |  | $    | 0.05        |  | $ | (0.09       | )
|Net loss per share from discontinued operations, basic                                                                                                                                |  |                                  |            |      |                                 | (0.03       | )    |  |      |            |  |   | (0.03       | )
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Net income (loss) per share, basic                                                                                                                                                    |  | $                                | 0.01        |      | $                               | (0.06       | )    |  | $    | 0.05        |  | $ | (0.12       | )
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Net income (loss) per share from continuing operations, diluted                                                                                                                       |  | $                                | 0.01        |      | $                               | (0.03       | )    |  | $    | 0.05        |  | $ | (0.09       | )
|Net loss per share from discontinued operations, diluted                                                                                                                              |  |                                  |            |      |                                 | (0.03       | )    |  |      |            |  |   | (0.03       | )
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|Net income (loss) per share, diluted                                                                                                                                                  |  | $                                | 0.01        |      | $                               | (0.06       | )    |  | $    | 0.05        |  | $ | (0.12       | )
|                                                                                                                                                                                      |  |                                  |             |      |                                 |             |      |  |      |             |  |   |             |  
|                                                                                                                                                                                     
|The following weighted items as of September 30, 2008 and 2007 were not included in the computation of diluted net income (loss) per share
because the effect would be anti-dilutive: | 
|                                                                                                                                                                                      |  |                                 
|                                                                                                                                                                                      |  | Three Months Ended September 30, |             |      | Nine Months Ended September 30, |            
|                                                                                                                                                                                      |  | 2008                             |             | 2007 |                                 |             | 2008 |  | 2007 |            
|Class A ordinary shares issuable upon exercise of stock options                                                                                                                       |  |                                  | 5,165,526   |      |                                 | 6,704,061   |      |  |      | 5,445,289   |  |   | 8,106,386   |  
|Class A ordinary shares issuable for shares of OpenTV, Inc. Class A common stock (including shares of OpenTV, Inc. Class A
common stock issuable upon exercise of stock options)      |  |                                  |            |      |                                 | 670,066     |      |  |      |            |  |   | 674,714     |  

Had such items been included in the calculation of diluted net loss per share, shares used in the
calculation would have been increased by approximately 0.8 million and 1.0 million for the three and nine months ended September 30, 2007, respectively.

Note 4. Ruzz Acquisition

In September 2008, we acquired the entire share capital of Ruzz TV Pty Ltd.
(Ruzz), a private company based in Sydney, Australia, which provides digital television technologies that enable broadcasters to manage their workflow and content processes more efficiently. The purchase price consisted of an upfront cash payment of
$0.2 million plus contingent consideration of up to $0.1 million that is subject to Ruzzs achievement of a specified revenue target for 2009 and a profit sharing arrangement to the extent Ruzz generates any profits through 2011.



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For financial reporting purposes, the purchase price was recorded as approximately $0.4 million,
consisting of the upfront cash payment plus direct transaction expenses. The purchase price was allocated based on fair value as follows (in thousands):



|                             |  |                |    
|---------------------------- |  | -------------- | ---
|                             |  | Purchase Price
|Tangible net assets acquired |  | $              | 199
|Intangible assets acquired:  |  |                |    
|Goodwill                     |  |                | 163
|                             |  |                |    
|                             |  | $              | 362
|                             |  |                |    

Note 5. Discontinued Operations

In July 2001, we acquired Static, an interactive TV media and entertainment company, which became our PlayJam business unit. In September 2007,
we committed to a plan to dispose of Static. We closed the transaction to sell Static on December 31, 2007. The purchase price included cash of $0.2 million, a 19% equity stake in the acquiring entity and contingent consideration that is
subject to the acquiring entitys achievement of net income and its utilization of its net operating losses for tax purposes.

In
accordance with SFAS 144, the financial results of the disposal group have been classified as a discontinued operation.

The assets and
liabilities classified as discontinued operations were all disposed of as of December 31, 2007.

The results of operations included in
discontinued operations were as follows (in thousands):



|                                                      |  |                                  |   |      |                                 |        |      |  |      |   |  |   |        |  
|----------------------------------------------------- |  | -------------------------------- | - | ---- | ------------------------------- | ------ | ---- |  | ---- | - |  | - | ------ | -
|                                                      |  | Three Months Ended September 30, |   |      | Nine Months Ended September 30, |       
|                                                      |  | 2008                             |   | 2007 |                                 |        | 2008 |  | 2007 |  
|Revenues - services and other                         |  | $                                |  |      | $                               | 1,278  |      |  | $    |  |  | $ | 3,879  |  
|Cost of revenues - services and other                 |  |                                  |  |      |                                 | 848    |      |  |      |  |  |   | 3,060  |  
|                                                      |  |                                  |   |      |                                 |        |      |  |      |   |  |   |        |  
|Gross profit                                          |  |                                  |  |      |                                 | 430    |      |  |      |  |  |   | 819    |  
|Research and development                              |  |                                  |  |      |                                 | 193    |      |  |      |  |  |   | 730    |  
|General and administrative                            |  |                                  |  |      |                                 | 101    |      |  |      |  |  |   | 271    |  
|Impairment of goodwill                                |  |                                  |  |      |                                 | 3,626  |      |  |      |  |  |   | 3,626  |  
|Impairment of property and equipment                  |  |                                  |  |      |                                 | 26     |      |  |      |  |  |   | 26     |  
|                                                      |  |                                  |   |      |                                 |        |      |  |      |   |  |   |        |  
|Loss from operations                                  |  |                                  |  |      |                                 | (3,516 | )    |  |      |  |  |   | (3,834 | )
|Interest income                                       |  |                                  |  |      |                                 | 5      |      |  |      |  |  |   | 12     |  
|                                                      |  |                                  |   |      |                                 |        |      |  |      |   |  |   |        |  
|Loss from discontinued operations before income taxes |  |                                  |  |      |                                 | (3,511 | )    |  |      |  |  |   | (3,822 | )
|Income tax benefit                                    |  |                                  |  |      |                                 | (135   | )    |  |      |  |  |   | (232   | )
|                                                      |  |                                  |   |      |                                 |        |      |  |      |   |  |   |        |  
|Net loss from discontinued operations                 |  | $                                |  |      | $                               | (3,376 | )    |  | $    |  |  | $ | (3,590 | )
|                                                      |  |                                  |   |      |                                 |        |      |  |      |   |  |   |        |  

The cash flow from discontinued operations, as presented in the unaudited condensed consolidated
statement of cash flows for the nine months ended September 30, 2008, represents $0.2 million received during the period as part of the purchase price from the acquiring entity. The cash flows from discontinued operations, as presented in the
unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2007, relate to the operations of PlayJam.

As of September 30, 2007, the balance of foreign currency translation adjustments associated with PlayJam was $0.1 million and was eliminated upon divestiture and included in the gain (loss) from discontinued operations in
December 2007.



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Note 6. Balance Sheet Components (in thousands)



|                                                |  |                   |         |   |                  |   |         |  
|----------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                |  | September 30,2008 |         |   | December 31,2007 |  
|Prepaid expenses and other current assets:      |  |                   |         |   |                  |   |         |  
|Value added tax                                 |  | $                 | 521     |   |                  | $ | 287     |  
|Prepaid maintenance and support fees            |  |                   | 703     |   |                  |   | 362     |  
|Current deferred tax asset                      |  |                   | 316     |   |                  |   | 575     |  
|Receivable for sale of investment               |  |                   |        |   |                  |   | 1,739   |  
|Deferred contract costs                         |  |                   | 600     |   |                  |   | 271     |  
|Other                                           |  |                   | 1,670   |   |                  |   | 2,231   |  
|                                                |  |                   |         |   |                  |   |         |  
|                                                |  | $                 | 3,810   |   |                  | $ | 5,465   |  
|                                                |  |                   |         |   |                  |   |         |  
|Property and equipment:                         |  |                   |         |   |                  |   |         |  
|Computers and equipment                         |  | $                 | 15,203  |   |                  | $ | 16,074  |  
|Software                                        |  |                   | 2,825   |   |                  |   | 5,419   |  
|Furniture and fixtures                          |  |                   | 1,654   |   |                  |   | 1,659   |  
|Leasehold improvements                          |  |                   | 2,492   |   |                  |   | 2,179   |  
|Construction in progress                        |  |                   | 100     |   |                  |   |        |  
|                                                |  |                   |         |   |                  |   |         |  
|                                                |  |                   | 22,274  |   |                  |   | 25,331  |  
|Less: accumulated depreciation and amortization |  |                   | (14,912 | ) |                  |   | (18,777 | )
|                                                |  |                   |         |   |                  |   |         |  
|                                                |  | $                 | 7,362   |   |                  | $ | 6,554   |  
|                                                |  |                   |         |   |                  |   |         |  
|Other assets:                                   |  |                   |         |   |                  |   |         |  
|Deposits                                        |  | $                 | 1,370   |   |                  | $ | 604     |  
|Deferred contract costs                         |  |                   | 1,000   |   |                  |   | 1,162   |  
|Other                                           |  |                   | 270     |   |                  |   | 130     |  
|                                                |  |                   |         |   |                  |   |         |  
|                                                |  | $                 | 2,640   |   |                  | $ | 1,896   |  
|                                                |  |                   |         |   |                  |   |         |  
|Accrued liabilities (current and non-current):  |  |                   |         |   |                  |   |         |  
|Accrued payroll and related liabilities         |  | $                 | 9,916   |   |                  | $ | 10,439  |  
|Accrued professional fees                       |  |                   | 1,193   |   |                  |   | 1,308   |  
|Accrued marketing                               |  |                   | 138     |   |                  |   | 673     |  
|Accrued income taxes                            |  |                   | 2,098   |   |                  |   | 3,316   |  
|Deferred rent                                   |  |                   | 1,219   |   |                  |   | 1,483   |  
|Other                                           |  |                   | 3,062   |   |                  |   | 2,905   |  
|                                                |  |                   |         |   |                  |   |         |  
|                                                |  | $                 | 17,626  |   |                  | $ | 20,124  |  
|                                                |  |                   |         |   |                  |   |         |  

As of September 30, 2008 and December 31, 2007, accounts receivable included
approximately $0.1 million and $2.2 million, respectively, of unbilled receivables.

Note 7. Goodwill

During the nine months ended September 30, 2008, approximately $0.2 million of goodwill was recorded as a result of the acquisition of Ruzz.

Minority stockholders of OpenTV, Inc., which is a subsidiary of ours that is not publicly traded, have the ability, under certain
arrangements, to exchange their shares of OpenTV, Inc. for our Class A ordinary shares, generally on a one-for-one basis. As the shares are exchanged, they are accounted for at fair value. This accounting effectively provides that at each
exchange date, the exchange is accounted for as a purchase by us of a minority interest in OpenTV, Inc., valued at the number of our Class A ordinary shares issued to effect the exchange multiplied by the market price of a Class A ordinary
share on that date, as such price is reported on The NASDAQ Stock Market.



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Note 8. Intangible Assets

The components of intangible assets, net, excluding goodwill, were as follows (in thousands):



|                            |  |                    |  |                     |        |                         |   |        |                   |  |                    |       |  |   |       
|--------------------------- |  | ------------------ |  | ------------------- | ------ | ----------------------- | - | ------ | ----------------- |  | ------------------ | ----- |  | - | ------
|                            |  |                    |  | September 30, 2008  |        | December 31, 2007      
|                            |  | UsefulLife inYears |  | GrossCarryingAmount |        | AccumulatedAmortization |   |        | NetCarryingAmount |  | Net CarryingAmount
|Intangible assets:          |  |                    |  |                     |        |                         |   |        |                   |  |                    |       |  |   |       
|Patents                     |  | 5-13               |  | $                   | 14,102 |                         | $ | (5,695 | )                 |  | $                  | 8,407 |  | $ | 9,222 
|Developed technologies      |  | 3-5                |  |                     |       |                         |   |       |                   |  |                    |      |  |   | 1,483 
|Contracts and relationships |  | 5                  |  |                     | 3,300  |                         |   | (2,035 | )                 |  |                    | 1,265 |  |   | 1,761 
|Trademarks                  |  | 4                  |  |                     | 300    |                         |   | (231   | )                 |  |                    | 69    |  |   | 123   
|                            |  |                    |  |                     |        |                         |   |        |                   |  |                    |       |  |   |       
|                            |  |                    |  | $                   | 17,702 |                         | $ | (7,961 | )                 |  | $                  | 9,741 |  | $ | 12,589
|                            |  |                    |  |                     |        |                         |   |        |                   |  |                    |       |  |   |       

The intangible assets are being amortized on a straight-line basis over their estimated useful
lives. Aggregate amortization of intangible assets was $0.8 million and $1.5 million for the three months ended September 30, 2008 and 2007, respectively, and $2.8 million and $4.9 million for the nine months ended September 30, 2008 and
2007, respectively. Of the aggregate amortization, $0.6 million and $1.1 million were reported in cost of revenues (royalties and licenses) in the statement of operations for the three months ended September 30, 2008 and 2007, respectively, and
$2.2 million and $3.5 million for the nine months ended September 30, 2008 and 2007, respectively.

The future annual amortization
expense is expected to be as follows (in thousands):



|                              |  |                     |      
|----------------------------- |  | ------------------- | -----
|Year Ending December 31,      |  | AmortizationExpense
|2008 (remaining three months) |  | $                   | 457  
|2009                          |  |                     | 1,799
|2010                          |  |                     | 1,520
|2011                          |  |                     | 1,085
|2012                          |  |                     | 1,085
|2013                          |  |                     | 1,085
|Thereafter                    |  |                     | 2,710
|                              |  |                     |      
|                              |  | $                   | 9,741
|                              |  |                     |      

Note 9. Restructuring and Impairment Costs

We continuously monitor our organizational structure and associated operating expenses. Depending upon events and circumstances, actions may be taken to
restructure the business. Restructuring activities could include terminating employees, abandoning excess leased space and incurring other exit costs. Restructuring costs are recorded in accordance with SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities (SFAS 146). SFAS 146 requires that a liability for the cost associated with an exit or disposal activity be recognized when the liability is incurred. Any resulting restructuring accrual
depends on numerous estimates made by management, which are developed based on managements knowledge of the activity being affected and the cost to exit existing commitments. These estimates could differ from actual results. We monitor the
initial estimates and periodically record adjustments for any significant changes.



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##### Table of Contents

The following sets forth the restructuring activity during the three and nine months ended
September 30, 2008 (in thousands):



|                            |  |                               |      |   |                  |   |       |       |  |   |       |  
|--------------------------- |  | ----------------------------- | ---- | - | ---------------- | - | ----- | ----- |  | - | ----- | -
|                            |  | EmployeeSeveranceand Benefits |      |   | ExcessFacilities |   |       | Total | 
|Balance, December 31, 2007  |  | $                             | 658  |   |                  | $ | 1,522 |       |  | $ | 2,180 |  
|Cash payments               |  |                               | (575 | ) |                  |   | (18   | )     |  |   | (593  | )
|                            |  |                               |      |   |                  |   |       |       |  |   |       |  
|Balance, March 31, 2008     |  |                               | 83   |   |                  |   | 1,504 |       |  |   | 1,587 |  
|Cash payments               |  |                               | (294 | ) |                  |   | (29   | )     |  |   | (323  | )
|Provision, net of reversals |  |                               | 581  |   |                  |   |      |       |  |   | 581   |  
|                            |  |                               |      |   |                  |   |       |       |  |   |       |  
|Balance, June 30, 2008      |  | $                             | 370  |   |                  | $ | 1,475 |       |  | $ | 1,845 |  
|Cash payments               |  |                               | (294 | ) |                  |   | (41   | )     |  |   | (335  | )
|Provision, net of reversals |  |                               | (7   | ) |                  |   |      |       |  |   | (7    | )
|                            |  |                               |      |   |                  |   |       |       |  |   |       |  
|Balance, September 30, 2008 |  | $                             | 69   |   |                  | $ | 1,434 |       |  | $ | 1,503 |  
|                            |  |                               |      |   |                  |   |       |       |  |   |       |  

During the three months ended June 30, 2008, we reduced our workforce by 31 employees in the
United States, Singapore and Israel, resulting in a restructuring provision of $0.6 million for employee severance benefits. As of September 30, 2008, we had paid $0.5 million of such benefits.

The outstanding accrual as of September 30, 2008 represents the value of employee severance and benefits that are expected to be paid by January
2009. The outstanding accrual for excess facilities relates to operating lease obligations that expire in 2016.

Note 10. Employee Bonus

During the three months ended June 30, 2008, we paid approximately $3.7 million in cash to our employees as a bonus for achievement of
company and individual performance objectives in 2007. This amount was fully accrued as of December 31, 2007.

As a result of the
achievement of all profitability targets under the 2007 Management Bonus and Equity Issuance Plan (2007 Plan) in May 2008, we recorded approximately $1.6 million of additional bonus expense during the six months ended June 30, 2008,
representing the remaining unpaid cash component of the 2007 Plan. As of September 30, 2008, all amounts under the 2007 Plan have been paid, except that there remains an outstanding accrual of approximately $0.2 million, which represents an
amount that has been voluntarily deferred by certain members of senior management and is expected to be paid in full by December 31, 2008.

During the nine months ended September 30, 2007, we paid approximately $5.1 million in cash to our employees as a bonus for achievement of company and individual performance objectives in 2006. This amount was fully accrued as of
December 31, 2006.

Note 11. Other Comprehensive Loss

The components of other comprehensive loss, net of tax, were as follows (in thousands):



|                                                                                 |  |                                  |     |   |                                 |   |        |      |  |   |       |   |  |   |         |  
|-------------------------------------------------------------------------------- |  | -------------------------------- | --- | - | ------------------------------- | - | ------ | ---- |  | - | ----- | - |  | - | ------- | -
|                                                                                 |  | Three Months Ended September 30, |     |   | Nine Months Ended September 30, |  
|                                                                                 |  | 2008                             |     |   | 2007                            |   |        | 2008 |  |   | 2007  |  
|Reported net income (loss)                                                       |  | $                                | 957 |   |                                 | $ | (8,161 | )    |  | $ | 7,293 |   |  | $ | (16,169 | )
|Other comprehensive gains (losses):                                              |  |                                  |     |   |                                 |   |        |      |  |   |       |   |  |   |         |  
|Foreign currency translation gains (losses)                                      |  |                                  | (85 | ) |                                 |   | 131    |      |  |   | (347  | ) |  |   | 165     |  
|Unrealized gains (losses) on available-for-sale investments, net of income taxes |  |                                  | (95 | ) |                                 |   | (6     | )    |  |   | (227  | ) |  |   | 13      |  
|                                                                                 |  |                                  |     |   |                                 |   |        |      |  |   |       |   |  |   |         |  
|Total comprehensive income (loss)                                                |  | $                                | 777 |   |                                 | $ | (8,036 | )    |  | $ | 6,719 |   |  | $ | (15,991 | )
|                                                                                 |  |                                  |     |   |                                 |   |        |      |  |   |       |   |  |   |         |  



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##### Table of Contents

Note 12. Share-based Compensation Plans

Employee Stock Purchase Plan

We have an Amended and Restated 1999 Employee Stock Purchase Plan, or ESPP. Our board of directors suspended the ESPP in 2003, and no options or purchase rights are currently outstanding under the ESPP. In the event our board of directors
elects to commence offering periods under our ESPP in the future, the number of Class A ordinary shares issuable under the ESPP will, pursuant to the terms of the ESPP, be reset at 500,000 each successive December 31 through calendar year
2008, in each case for issuances during the following year. The ESPP terminates on December 31, 2009.

Option Plans

Options are currently outstanding under the following plans: (i) the Amended and Restated OpenTV Corp. 1999 Share Option/Share
Issuance Plan (1999 Plan); (ii) the Amended and Restated OpenTV, Inc. 1998 Option/Stock Issuance Plan (1998 Plan); (iii) the OpenTV Corp. 2001 Nonstatutory Stock Option Plan (2001 Plan); (iv) the OpenTV Corp. 2003 Incentive Plan (2003
Plan); (v) the OpenTV Corp. 2005 Incentive Plan (2005 Plan); (vi) option plans relating to outstanding options assumed in connection with the Spyglass merger (collectively, the Assumed Spyglass Plan); and (vii) option plans relating
to outstanding options assumed in connection with the ACTV merger (collectively, the Assumed ACTV Plan).

As a result of our
shareholders approval of the 2005 Plan on November 10, 2005, no further awards will be granted under the 1999 Plan, 2001 Plan or 2003 Plan. The 1999 Plan, 2001 Plan and 2003 Plan remain in existence for the sole purpose of governing
outstanding options issued thereunder until such time as such options expire or have been exercised or cancelled. Options issued under the 1999 Plan, 2001 Plan and 2003 Plan that are forfeited or cancelled are no longer available for future
issuance.

2005 Plan. We currently issue options and restricted share awards under the 2005 Plan. The compensation and nominating
committee of our board of directors administers the 2005 Plan. The compensation and nominating committee has the discretion to determine grant recipients, the number and exercise price of stock options, and the number of stock appreciation rights,
share awards or share units issued under the 2005 Plan. The options may be incentive stock options or non-statutory stock options. Options under the 2005 Plan are granted at an exercise price equal to the fair market value of the underlying shares
on the date of grant and typically vest 25% after one year from the date of grant and 1/48th over each of the next 36 months. The term of the options generally is 10 years from the date of grant. Unexercised options generally expire 90
days after termination of employment and are then returned to the pool available for reissuance. A total of 7,955,896 Class A ordinary shares have been reserved for issuance under the 2005 Plan since its inception, and as of September 30,
2008, options to purchase 2,257,716 Class A ordinary shares were outstanding under the 2005 Plan, and 2,489,257 shares were available for future grant.

2003 Plan. Options that were issued under the 2003 Plan were generally granted at an exercise price equal to the fair market value of the underlying shares on the date of grant and, for grants made through the
end of 2004, vested 25% after two years from the date of grant and 25% yearly thereafter for the following three years. In 2005, we revised the vesting schedule to be consistent with the schedule generally applicable under the 1999 and 2001 Plans.
The term of the options generally was 10 years from the date of grant. Unexercised options generally expire 90 days after termination of employment with us. A total of 5,000,000 Class A ordinary shares were reserved for issuance under the
2003 Plan. As of September 30, 2008, options to purchase 1,164,022 Class A ordinary shares were outstanding under the 2003 Plan.

2001 Plan. Options that were issued under the 2001 Plan were generally granted at an exercise price equal to the fair market value of the underlying shares on the date of grant and vested 25% after one year from the date of grant and
1/48th over each of the next 36 months. The term of the options generally was 10 years from the date of grant. Unexercised options generally expire 90 days after termination of employment with us. A total of 500,000 Class A ordinary
shares were reserved for issuance under the 2001 Plan, and as of September 30, 2008, options to purchase 137,534 Class A ordinary shares were outstanding under the 2001 Plan.



13



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##### Table of Contents

1999 Plan. Options that were issued under the 1999 Plan were generally granted at an exercise
price equal to the fair market value of the underlying shares on the date of grant and vested 25% after one year from the date of grant and 1/48th over each of the next 36 months. The term of the options generally was 10 years from the
date of grant. Unexercised options generally expire three months after termination of employment with us. A total of 8,980,000 Class A ordinary shares were reserved for issuance under the 1999 Plan, and as of September 30, 2008, options to
purchase 1,422,479 Class A ordinary shares were outstanding under the 1999 Plan.

1998 Plan. Effective as of October 23,
1999, options to purchase 5,141,114 shares of Class A common stock of OpenTV, Inc. under the 1998 Plan were assigned to and assumed by us, and these options thereafter represented the right to purchase under the 1999 Plan an identical number of
our Class A ordinary shares. The remainder of the options then outstanding under the 1998 Plan were not assigned to and assumed by us. OpenTV, Inc. no longer issues options from the 1998 Plan. The 1998 Plan remains in existence for the sole
purpose of governing those remaining outstanding options until such time as such options expire or have been exercised or cancelled and the underlying shares have become transferable by the holders. Options or shares awarded under the 1998 Plan that
are forfeited or cancelled will no longer be available for issuance. As of September 30, 2008, options to purchase 62,000 shares of OpenTV, Inc.s Class A common stock were outstanding under the 1998 Plan.

Assumed Plans. Options outstanding under the Assumed Spyglass Plan were converted as a result of the Spyglass acquisition into options to purchase
our Class A ordinary shares. As of September 30, 2008, options to purchase 92,734 Class A ordinary shares were outstanding under the Assumed Spyglass Plan.

Options outstanding under the Assumed ACTV Plan were converted as a result of the ACTV acquisition into options to purchase our Class A ordinary shares. As of September 30, 2008, options to purchase 1,966
Class A ordinary shares were outstanding under the Assumed ACTV Plan.

Options outstanding under the Assumed Spyglass Plan and Assumed
ACTV Plan that are forfeited or cancelled will no longer be available for reissuance. No new options will be granted under either the Assumed Spyglass Plan or the Assumed ACTV Plan.

Restricted Shares Issued to Employees

In December 2007, we issued 1,211,250 restricted Class A ordinary shares under our 2005 Plan to employees in lieu of an annual stock option grant (2007 Restricted Shares). The 2007 Restricted Shares are restricted from sale or
transfer and subject to forfeiture for a period of time that is equivalent to the normal vesting schedule applied to stock options granted under the 2005 Plan. In the event that an employee holding 2007 Restricted Shares is terminated, whether
voluntarily or otherwise, then any 2007 Restricted Shares that have not vested as of the termination date will be forfeited and cancelled, except that our Chief Executive Officer has the right, in certain cases as set forth in his employment
agreement, to accelerated lapsing of restrictions on a portion of his 2007 Restricted Shares, such as, for example, if he is terminated without cause or resigns his employment for good reason. As of September 30, 2008, an aggregate of 118,900
Class A ordinary shares have been forfeited and cancelled as a result of employee terminations. In accordance with the 2005 Plan, such cancelled shares were returned to the pool available for reissuance. As of September 30, 2008, 1,092,350
of the 2007 Restricted Shares were outstanding and subject to restrictions.

In addition, in March 2008, we issued 100,000 restricted
Class A ordinary shares under our 2005 Plan to our executive chairman. Such shares are restricted from sale or transfer for a period of four years from the date of grant.

Restricted Shares Issued to Former Chief Executive Officer

In March 2007, we entered into an employment agreement with Alan A. Guggenheim, our former Chief Executive Officer. Pursuant to that agreement, we issued Mr. Guggenheim 60,000 restricted Class A
ordinary shares under our 2005 Plan on the date of his employment agreement. In August 2007, Mr. Guggenheim stepped down as Chief Executive Officer. The restricted shares issued to Mr. Guggenheim were fully vested upon issuance but
are restricted from sale or transfer for a specified period of time.



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##### Table of Contents

2007 Management Bonus and Equity Issuance Plan (2007 Plan)

In August 2007, our board of directors approved the adoption of the 2007 Plan. The 2007 Plan provides that:



| |  |  | 2007 bonus awards for certain senior management and other key employees of OpenTV shall be based upon achievement of our profitability targets;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the profitability targets are based upon our cumulative net income measured over any four consecutive fiscal quarters during the period commencing April 1,
2007 and ending December 31, 2009 (Cumulative Net Income), where Cumulative Net Income is based on net income as publicly reported in our consolidated financial statements, subject to certain exclusions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | subject to achievement of the profitability targets, bonus awards will be comprised of a combination of a cash amount and a grant of restricted Class A
ordinary shares (2007 Management Restricted Shares) issued pursuant to the 2005 Plan; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the 2007 Management Restricted Shares will vest, and the cash will become payable, in each case on a pro rata basis, based on the following schedule:
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 62.5% upon OpenTV achieving Cumulative Net Income equal to or greater than zero,
| | - |  | --------------------------------------------------------------------------------



| |  |  | 12.5% upon OpenTV achieving Cumulative Net Income equal to or greater than $4,000,000, and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | 25% upon OpenTV achieving Cumulative Net Income equal to or greater than $6,000,000.
| | - |  | ------------------------------------------------------------------------------------

As defined by SFAS No. 123 (revised 2004), Share-based Payment, (SFAS 123(R)), the 2007 Plan allows for both performance and
service elements. Accordingly, once vesting is considered probable, we recognize expense on a straight-line basis over the remaining requisite service period. Final compensation cost is recognized only for awards that ultimately vest. As part of the
2007 Plan, 1,020,232 Class A ordinary shares were issued in August 2007 as 2007 Management Restricted Shares.

We recorded
approximately $0.9 million of share-based compensation expense related to achievement of performance targets during the six months ended June 30, 2008.

All of the profitability targets under the 2007 Plan were achieved in May 2008. At such time, restrictions as to an aggregate of 929,767 of the 2007 Management Restricted Shares lapsed. We withheld an aggregate of
332,258 shares to satisfy applicable withholding tax liabilities.

Impact of the Adoption of SFAS 123(R)

The impact on our results of operations of recording share-based compensation for the three and nine months ended September 30, 2008 and 2007 was as
follows (in thousands):



|                                      |  |                                  |     |                                 |   |      |  |      |       |  |   |      
|------------------------------------- |  | -------------------------------- | --- | ------------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                                      |  | Three Months Ended September 30, |     | Nine Months Ended September 30,
|                                      |  | 2008                             |     | 2007                            |   | 2008 |  | 2007
|Cost of revenues - services and other |  | $                                | 73  |                                 | $ | 120  |  | $    | 402   |  | $ | 369  
|Research and development              |  |                                  | 137 |                                 |   | 168  |  |      | 773   |  |   | 511  
|Sales and marketing                   |  |                                  | 45  |                                 |   | 75   |  |      | 254   |  |   | 338  
|General and administrative            |  |                                  | 109 |                                 |   | 108  |  |      | 776   |  |   | 1,523
|                                      |  |                                  |     |                                 |   |      |  |      |       |  |   |      
|                                      |  | $                                | 364 |                                 | $ | 471  |  | $    | 2,205 |  | $ | 2,741
|                                      |  |                                  |     |                                 |   |      |  |      |       |  |   |      

Cash received from option exercises under all share-based compensation plans was not significant
for the three months ended September 30, 2008 and 2007. Cash received from option exercises under all share-based compensation plans was not significant for the nine months ended September 30, 2008 and was approximately $0.3 million for
the nine months ended September 30, 2007. No income tax benefit was recognized in the statement of operations for share-based compensation costs for the three and nine months ended September 30, 2008 and 2007. No share-based compensation
costs were capitalized for the three and nine months ended September 30, 2008 and 2007.



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Valuation Assumptions

We calculated the fair value of each option award on the date of grant using the Black-Scholes valuation model. The following assumptions were used for
each respective period:



|                                |  |                                  |  |                                 |  |               |  |              
|------------------------------- |  | -------------------------------- |  | ------------------------------- |  | ------------- |  | -------------
|                                |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
|                                |  | 2008                             |  | 2007                            |  | 2008          |  | 2007         
|Risk-free interest rates        |  | 2.64% - 3.16%                    |  | 4.21% - 5.02%                   |  | 2.64% - 3.76% |  | 4.21% - 5.10%
|Average expected lives (months) |  | 63                               |  | 65                              |  | 63            |  | 65           
|Dividend yield                  |  |                                 |  |                                |  |              |  |             
|Expected volatility             |  | 62%                              |  | 67%                             |  | 62%           |  | 69 - 74%     

Our computation of expected volatility for the three and nine months ended September 30, 2008
and 2007 was based on historical volatility of our stock price. Our computation of expected life for the three and nine months ended September 30, 2008 and 2007 was determined based on historical experience of similar awards, giving
consideration to the contractual terms of the share-based awards, vesting schedules and expectations of future employee behavior. The interest rate for periods within the contractual life of the award is based on the similar United States Treasury
yield curve in effect at the time of grant. While we believe that these assumptions are reasonable, actual experience may differ materially from these assumptions.

We calculated the fair value of restricted shares based on the closing price of our Class A ordinary shares on the date of grant, as such price was quoted on The NASDAQ Stock Market.

Option Award Activity

The
following table summarizes stock option activity under our equity incentive plans during the three and nine months ended September 30, 2008:



|                            |  |                             |   |  |                |      |                              |   |  |   |       |  |   |     
|--------------------------- |  | --------------------------- | - |  | -------------- | ---- | ---------------------------- | - |  | - | ----- |  | - | ----
|                            |  | Number ofOptionsOutstanding |   |  | Exercise Price |      | WeightedAverageExercisePrice
|Balance, December 31, 2007  |  | 5,858,675                   |   |  |                |      |                              |   |  |   |       |  | $ | 4.89
|Options granted             |  | 150,300                     |   |  | $              | 1.04 |                              | - |  | $ | 1.33  |  | $ | 1.16
|Options forfeited           |  | (70,260                     | ) |  | $              | 1.03 |                              | - |  | $ | 3.87  |  | $ | 2.69
|Options expired             |  | (294,461                    | ) |  | $              | 1.05 |                              | - |  | $ | 49.69 |  | $ | 2.71
|                            |  |                             |   |  |                |      |                              |   |  |   |       |  |   |     
|Balance, March 31, 2008     |  | 5,644,254                   |   |  |                |      |                              |   |  |   |       |  | $ | 4.93
|Options granted             |  | 232,000                     |   |  | $              | 1.14 |                              | - |  | $ | 1.53  |  | $ | 1.48
|Options exercised           |  | (33,106                     | ) |  | $              | 0.33 |                              | - |  | $ | 0.33  |  | $ | 0.33
|Options forfeited           |  | (141,822                    | ) |  | $              | 1.32 |                              | - |  | $ | 4.00  |  | $ | 2.70
|Options expired             |  | (121,173                    | ) |  | $              | 0.33 |                              | - |  | $ | 13.87 |  | $ | 2.98
|                            |  |                             |   |  |                |      |                              |   |  |   |       |  |   |     
|Balance, June 30, 2008      |  | 5,580,153                   |   |  |                |      |                              |   |  |   |       |  | $ | 4.92
|Options granted             |  | 158,600                     |   |  | $              | 1.33 |                              | - |  | $ | 1.97  |  | $ | 1.51
|Options exercised           |  | (6,358                      | ) |  |                |      |                              |   |  | $ | 1.05  |  | $ | 1.05
|Options forfeited           |  | (115,426                    | ) |  | $              | 1.18 |                              | - |  | $ | 4.00  |  | $ | 2.53
|Options expired             |  | (478,518                    | ) |  | $              | 1.63 |                              | - |  | $ | 54.25 |  | $ | 4.58
|                            |  |                             |   |  |                |      |                              |   |  |   |       |  |   |     
|Balance, September 30, 2008 |  | 5,138,451                   |   |  |                |      |                              |   |  |   |       |  | $ | 4.90
|                            |  |                             |   |  |                |      |                              |   |  |   |       |  |   |     



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##### Table of Contents

The following table summarizes information with respect to options outstanding at September 30,
2008:



|                          |  |                     |  |                                           |  |                               |       |                   |           |                               |   |      
|------------------------- |  | ------------------- |  | ----------------------------------------- |  | ----------------------------- | ----- | ----------------- | --------- | ----------------------------- | - | -----
|                          |  | Options Outstanding |  | Options CurrentlyExercisable             
|Exercise
Price            |  | NumberOutstanding   |  | Weighted AverageRemainingContractual Life |  | WeightedAverageExercise Price |       | NumberExercisable |           | WeightedAverageExercise Price
|$    0.33   -   $    1.51 |  | 722,150             |  | 8.25                                      |  | $                             | 1.30  |                   | 107,794   |                               | $ | 1.05 
|$    1.53   -   $    2.47 |  | 513,623             |  | 7.05                                      |  | $                             | 2.13  |                   | 290,445   |                               | $ | 2.08 
|$    2.48   -   $    2.69 |  | 162,675             |  | 7.42                                      |  | $                             | 2.55  |                   | 96,518    |                               | $ | 2.56 
|$    2.70   -   $    2.70 |  | 920,719             |  | 6.25                                      |  | $                             | 2.70  |                   | 841,242   |                               | $ | 2.70 
|$    2.72   -   $    2.82 |  | 271,639             |  | 6.35                                      |  | $                             | 2.78  |                   | 215,159   |                               | $ | 2.78 
|$    2.84   -   $    2.84 |  | 1,036,810           |  | 7.21                                      |  | $                             | 2.84  |                   | 705,253   |                               | $ | 2.84 
|$    2.85   -   $    3.16 |  | 519,712             |  | 6.27                                      |  | $                             | 2.99  |                   | 358,338   |                               | $ | 2.99 
|$    3.23   -   $    9.72 |  | 653,926             |  | 3.92                                      |  | $                             | 6.16  |                   | 564,605   |                               | $ | 6.57 
|$    9.90   -   $  82.06  |  | 336,197             |  | 1.72                                      |  | $                             | 32.38 |                   | 336,197   |                               | $ | 32.38
|$  88.00   -   $  88.00   |  | 1,000               |  | 1.17                                      |  | $                             | 88.00 |                   | 1,000     |                               | $ | 88.00
|                          |  |                     |  |                                           |  |                               |       |                   |           |                               |   |      
|                          |  | 5,138,451           |  | 6.25                                      |  | $                             | 4.90  |                   | 3,516,551 |                               | $ | 6.14 
|                          |  |                     |  |                                           |  |                               |       |                   |           |                               |   |      

Intrinsic Value

The aggregate intrinsic value of an option is calculated as the excess, if any, of the closing price of our Class A ordinary shares over the exercise
price of the option. Aggregate intrinsic value is not equivalent to the value determined by the Black Scholes valuation model.

Options
Exercised. The aggregate intrinsic value of options exercised under our stock option plans, determined as of the date of option exercise, was not significant for the three and nine months ended September 30, 2008. The aggregate intrinsic
value of options exercised under our stock option plans, determined as of the date of option exercise, was $0.1 million and $0.2 million for the three and nine months ended September 30, 2007, respectively.

Vested and Unvested Options. The aggregate intrinsic value of all vested and unvested options outstanding as of September 30, 2008 was
approximately $0.1 million, based on the closing price of our Class A ordinary shares on September 30, 2008, which was $1.41.

Exercisable Options. The aggregate intrinsic value of options currently exercisable as of September 30, 2008 was not significant, based on the closing price of our Class A ordinary shares on September 30, 2008, which
was $1.41. The weighted average remaining contractual life of currently exercisable options, calculated at September 30, 2008, was 5.31 years.

Vested and Expected-to-Vest Options. The number of options vested and expected-to-vest as of September 30, 2008 was 4,511,953, the weighted-average exercise price of which was $5.29. The aggregate
intrinsic value of options vested and expected-to-vest as of September 30, 2008 was $0.1 million, based on the closing price of our Class A ordinary shares on September 30, 2008, which was $1.41. The weighted average remaining
contractual life of options vested and expected-to-vest as of September 30, 2008 was 5.96 years.

Weighted Average Grant-date
Fair Value. The weighted average grant-date fair value of options granted was $0.85 and $1.01 per share for grants in the three months ended September 30, 2008 and 2007, respectively. The weighted average grant-date fair value of options
granted was $0.78 and $1.39 per share for grants in the nine months ended September 30, 2008 and 2007, respectively.



17



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##### Table of Contents

Restricted Shares Activity

The following table summarizes activity relating to restricted shares during the three and nine months ended September 30, 2008:



|                                                   |  |                 |   |  |                                      |     
|-------------------------------------------------- |  | --------------- | - |  | ------------------------------------ | ----
|                                                   |  | Number ofShares |   |  | Weighted AverageGrant DateFair
Value
|Unvested shares balance, December 31, 2007         |  | 2,231,482       |   |  | $                                    | 1.22
|Unvested restricted shares forfeited and cancelled |  | (129,465        | ) |  | $                                    | 1.31
|Unvested restricted shares granted                 |  | 100,000         |   |  | $                                    | 1.18
|                                                   |  |                 |   |  |                                      |     
|Unvested shares balance, March 31, 2008            |  | 2,202,017       |   |  | $                                    | 1.21
|Unvested restricted shares forfeited and cancelled |  | (378,758        | ) |  | $                                    | 1.38
|Restricted shares vested                           |  | (597,509        | ) |  | $                                    | 1.43
|                                                   |  |                 |   |  |                                      |     
|Unvested shares balance, June 30, 2008             |  | 1,225,750       |   |  | $                                    | 1.05
|Unvested restricted shares forfeited and cancelled |  | (33,400         | ) |  | $                                    | 1.04
|                                                   |  |                 |   |  |                                      |     
|Unvested shares balance, September 30, 2008        |  | 1,192,350       |   |  | $                                    | 1.05
|                                                   |  |                 |   |  |                                      |     

Unrecognized Compensation Expense

As of September 30, 2008, there was approximately $1.7 million of unrecognized compensation cost, net of estimated forfeitures, related to
unvested share-based compensation arrangements granted under our equity incentive plans.

Note 13. Income Taxes

We are subject to U.S. federal income tax as well as income tax of multiple foreign and state jurisdictions. We have substantially concluded all U.S.
federal income tax matters for years through 1998. We have substantially concluded all material state and local, and foreign income tax matters for years through 1999.

We have significant net operating loss carryforwards that are subject to certain Section 382 limitations as a result of past changes in ownership as defined by federal and state law. Certain of these attributes
will never be utilized, and we have therefore removed them from our disclosures and our deferred tax assets.

We classify interest and
penalties associated with our uncertain tax positions as a component of income tax expense. For the three and nine months ended September 30, 2008 and 2007, the interest and penalties net of deferred tax benefit that we recognized as part of
income tax expense were not material.

Note 14. Fair Value Measurement

We adopted SFAS 157 as of January 1, 2008, with the exception of the application of the statement to non-recurring nonfinancial assets and nonfinancial liabilities. Non-recurring nonfinancial assets and
nonfinancial liabilities for which we have not applied the provisions of SFAS 157 include those measured at fair value in goodwill impairment testing, indefinite-lived intangible assets measured at fair value for impairment testing, and those
initially measured at fair value in a business combination.

Valuation Hierarchy

SFAS 157 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs
into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are
observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure
assets and liabilities at fair value. A financial asset or liabilitys classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.



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The following table provides the assets and liabilities carried at fair value measured on a recurring
basis as of September 30, 2008 (in thousands):



|                                                         |  |                                     |                                         |                                                     |                                             |   |                                         |   |        |  |   |  
|-------------------------------------------------------- |  | ----------------------------------- | --------------------------------------- | --------------------------------------------------- | ------------------------------------------- | - | --------------------------------------- | - | ------ |  | - | -
|                                                         |  | CarryingAmount atSeptember 30, 2008 |                                         | Fair Value Measurements at September 30, 2008 Using
|                                                         |  |                                     | Quoted prices inactive markets(Level 1) |                                                     | Significant otherobservable inputs(Level 2) |   | Significantunobservable inputs(Level 3)
|Available for sale short-term marketable debt securities |  | $                                   | 7,870                                   |                                                     | $                                           |  |                                         | $ | 7,870  |  | $ | 
|Available for sale long-term marketable debt securities  |  |                                     | 2,150                                   |                                                     |                                             |  |                                         |   | 2,150  |  |   | 
|                                                         |  |                                     |                                         |                                                     |                                             |   |                                         |   |        |  |   |  
|                                                         |  | $                                   | 10,020                                  |                                                     | $                                           |  |                                         | $ | 10,020 |  | $ | 
|                                                         |  |                                     |                                         |                                                     |                                             |   |                                         |   |        |  |   |  

Valuation Techniques

Available for sale marketable debt securities are measured at fair value using Level 2 inputs that are observable for the asset or liability, either
directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Note 15. Commitments and
Contingencies

Operating Leases

We lease our facilities from third parties under operating lease agreements or sublease agreements in the United States, Europe and Asia Pacific. As of September 30, 2008, the terms of these leases were set to
expire between December 2008 and May 2012. Total rent expense was $1.2 million for the three months ended September 30, 2008 and 2007, respectively. Total rent expense was $4.0 million and $3.6 million for the nine months ended
September 30, 2008 and 2007, respectively. Sublease income was $0.1 million for the three and nine months ended September 30, 2008. There was no sublease income for the three and nine months ended September 30, 2007.

Future minimum payments under non-cancelable operating leases as of September 30, 2008 were as follows (in thousands):



|                              |  |                    |      
|----------------------------- |  | ------------------ | -----
|Year ending December 31,      |  | MinimumCommitments
|2008 (remaining three months) |  | $                  | 1,177
|2009                          |  |                    | 4,592
|2010                          |  |                    | 2,325
|2011                          |  |                    | 1,576
|2012                          |  |                    | 160  
|Thereafter                    |  |                    |     
|                              |  |                    |      
|                              |  | $                  | 9,830
|                              |  |                    |      

We have the right to terminate, without penalty, one of our operating leases prior to its
scheduled expiration. If we exercised this early termination right in 2009, our future minimum lease commitments would be reduced by an aggregate of $0.6 million over the current remaining life of that lease. We have not yet made any determination
as to whether we intend to exercise such right. If we did exercise such right, while our commitments under this specific lease would be reduced, we might also be required to lease additional space to conduct our business and we cannot be certain, at
this time, whether any such actions would possibly result in a net increase in our future minimum lease commitments.

Other
Commitments

In the ordinary course of business, we enter into various arrangements with vendors and other business partners for
marketing and other services. Future minimum commitments under these arrangements as of September 30, 2008 were $0.3 million for the year ending December 31, 2008. In addition, we also have arrangements with certain parties that provide
for revenue sharing payments.



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As of September 30, 2008, we had three standby letters of credit aggregating approximately $1.2
million, two of which were issued to landlords of our leased properties, and one of which was issued to a sublessee at our New York facility, which we had vacated in the second quarter of 2005. We pledged two certificates of deposit aggregating
approximately $1.3 million, which were included under short-term marketable debt securities, as collateral in respect of these standby letters of credit.

Contingencies

Claims by Former Chief Executive Officer. In November 2007, we received
a demand from attorneys for Alan A. Guggenheim, our former Chief Executive Officer, claiming that the company was withholding severance and certain other benefits due to him under his employment agreement following termination of his employment in
August 2007. We responded that we intended to provide Mr. Guggenheim with all pay and benefits due him under the employment agreement. Thereafter, in December 2007, we were notified by the Occupational Safety and Health Administration
(OSHA) of the United States Department of Labor that we had been named in an administrative complaint filed by Mr. Guggenheim alleging violations of Section 806 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A. In the
complaint, Mr. Guggenheim claims that the company terminated him for reporting conduct that he alleged to be illegal or unethical and seeks money damages, fees and costs, reinstatement and any other available relief. We filed a written
statement of position with OSHA denying all of Mr. Guggenheims allegations. OSHA has not yet determined whether it will conduct an investigation into this matter, and no substantive administrative proceedings have occurred to
date. We believe Mr. Guggenheims allegations are without merit and intend to defend ourselves vigorously in any administrative proceedings and in any subsequent legal proceedings that may be filed by Mr. Guggenheim. We
have established a reserve for the severance and other benefits we believe are due to Mr. Guggenheim under the terms of his employment agreement. That reserve is an estimate only and actual costs may be materially different.

Initial Public Offering Securities Litigation. In July 2001, the first of a series of putative securities class actions was filed in the United
States District Court for the Southern District of New York against certain investment banks which acted as underwriters for our initial public offering, us and various of our officers and directors. In November 2001, a similar securities class
action was filed in the United States District Court for the Southern District of New York against Wink Communications and two of its officers and directors and certain investment banks which acted as underwriters for Wink Communications
initial public offering. We acquired Wink Communications in October 2002. The complaints allege undisclosed and improper practices concerning the allocation of initial public offering shares, in violation of the federal securities laws, and seek
unspecified damages on behalf of persons who purchased OpenTV Class A ordinary shares during the period from November 23, 1999 through December 6, 2000 and Wink Communications common stock during the period from August 19,
1999 through December 6, 2000. Other actions have been filed making similar allegations regarding the initial public offerings of more than 300 other companies. All of these lawsuits have been coordinated for pretrial purposes as In re
Initial Public Offering Securities Litigation, 21 MC 92 (SAS). Defendants in these cases filed an omnibus motion to dismiss on common pleading issues. All claims against our and Wink Communications officers and directors have been
dismissed without prejudice in this litigation pursuant to the parties stipulation approved by the Court on October 9, 2002. On February 19, 2003, the Court denied in part and granted in part the omnibus motion to dismiss filed on
behalf of defendants, including us and Wink Communications. The Courts order dismissed all claims against us and Wink Communications except for a claim brought under Section 11 of the Securities Act of 1933.

In June 2004, a stipulation of settlement and release of claims against the issuer defendants, including us and Wink Communications, was submitted to the
court for approval. On August 31, 2005, the court preliminarily approved the settlement. In December 2006, the appellate court overturned the certification of classes in the six test cases that were selected by the underwriter defendants and
plaintiffs in the coordinated proceedings. Neither OpenTV nor Wink Communications is one of the test cases.

Because class certification
was a condition of the settlement, it was unlikely that the settlement would receive final Court approval. On June 25, 2007, the Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the
settlement. Plaintiffs have filed amended master allegations and amended complaints in the six focus cases. On March 26, 2008, the Court largely denied the defendants motion to dismiss the amended complaints.



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It is uncertain whether there will be any revised or future settlement. If a settlement does not occur,
we believe that we have meritorious defenses to the claims asserted against us and will defend ourselves vigorously. No provision has been made in our consolidated financial statements for this matter. We are unable to predict the likelihood of an
unfavorable outcome or estimate our potential liability, if any.

Broadcast Innovation Matter. On November 30, 2001, a suit was
filed in the United States District Court for the District of Colorado by Broadcast Innovation, L.L.C., or BI, alleging that DIRECTV, Inc., EchoStar Communications Corporation, Hughes Electronics Corporation, Thomson Multimedia, Inc., Dotcast, Inc.
and Pegasus Satellite Television, Inc. are infringing certain claims of United States patent no. 6,076,094 (094 patent), assigned to or licensed by BI. DIRECTV and certain other defendants settled with BI on July 17, 2003. We are unaware
of the specific terms of that settlement. Though we are not currently a defendant in the suit, BI may allege that certain of our products, possibly in combination with the products provided by some of the defendants, infringe BIs patent. The
agreement between OpenTV, Inc. and EchoStar includes indemnification obligations that may be triggered by the litigation. If liability is found against EchoStar in this matter, and if such a decision implicates our technology or products, EchoStar
has notified OpenTV, Inc. of its expectation of indemnification, in which case our business performance, financial position, results of operations or cash flows may be adversely affected. Likewise, if OpenTV, Inc. were to be named as a defendant and
it is determined that the products of OpenTV, Inc. infringe any of the asserted claims, and/or it is determined that OpenTV, Inc. is obligated to defend EchoStar in this matter, our business performance, financial position, results of operations or
cash flows may be adversely affected. On November 7, 2003, BI filed suit against Charter Communications, Inc. (Charter) and Comcast Corporation in United States District Court for the District of Colorado, alleging that Charter and Comcast also
infringe the 094 patent. The agreements between Wink Communications and Charter include indemnification obligations of Wink Communications that may be triggered by the litigation. While reserving all of our rights in respect of this matter, we
have conditionally reimbursed Charter for certain reasonable legal expenses that it incurred in connection with this litigation. On August 4, 2004, the District Court found the 094 patent invalid. After various procedural matters,
including interim appeals, in November 2005, the United States Court of Appeals for the Federal Circuit remanded the case back to the District Court for disposition. On March 8, 2006, the defendants filed a writ of certiorari in this
matter with the Supreme Court of the United States to review the decision of the United States Court of Appeals for the Federal Circuit, which had overturned the District Courts order for summary judgment in favor of the defendants. That writ
of certiorari was denied. Charter filed a request with the United States Patent and Trademark Office on June 8, 2006 to re-examine the patent based on prior art references. On June 21, 2006, Charter filed a motion to stay the litigation
pending completion of the Patent Offices reexamination of the 094 patent. On July 11, 2006, the Court granted Charters motion and entered an order staying the case pending notice as to whether the re-examination request is
accepted by the United States Patent and Trademark Office. On August 5, 2006, the United States Patent and Trademark Office ordered a re-examination of all of the patents claims. The case remains stayed. Based on the information available
to us, we have established a reserve for costs and fees that may be incurred in connection with this matter. That reserve is an estimate only and actual costs may be materially different.

Indemnification

In the
ordinary course of our business, we provide indemnification to customers, subject to limitations, against claims of intellectual property infringement made by third parties arising from the use of our products. Historically, costs related to these
indemnification provisions have not been significant. We are not, however, able to estimate the maximum potential impact of these indemnification provisions on our future results of operations since the liabilities associated with those types of
claims are dependent on various factors that are not known until an action is commenced.

As permitted under the laws of the British Virgin
Islands, we have agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required
to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that limits our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of
these indemnification agreements in excess of applicable insurance coverage is not material.



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Note 16. Related Party Transactions

On January 16, 2007, Kudelski SA completed a stock purchase transaction with Liberty Media Corporation, pursuant to which Kudelski acquired substantially all of our Class A and Class B ordinary shares owned
by Liberty Media. As of September 30, 2008, Kudelskis total ownership represented approximately 32.0% of the economic interest and approximately 77.0% of the voting power of our ordinary shares on an undiluted basis. We were not a direct
party to that transaction. However, we received a total of approximately $19.7 million in cash from Liberty Media in connection with that transaction, which amount represents the total capital contribution due to us pursuant to an agreement we
previously entered into with Liberty Media in February 2006 that provided for us to receive a portion of any premium received by Liberty Media in any sale of its stake in OpenTV. We also received approximately $0.1 million and $0.4 million during
the nine months ended September 30, 2008 and 2007, respectively, in interest income related to the capital contribution. No further amounts are due to us under the terms of the agreement between us and Liberty Media.

We offer products and services that are complementary to some of the products and services offered by Kudelski, our controlling shareholder, and some of
its affiliates, including Nagravision SA and its subsidiaries. As a result, we have many of the same customers as Kudelski and its other affiliates. Historically, even prior to Kudelski becoming our controlling shareholder, we sold products and
professional services to Nagravision in support of their efforts to sell conditional access products to network operator customers who had deployed or wished to deploy OpenTVs middleware products.

In February 2008, we signed a multi-year license and distribution agreement with Nagravision SA, which enables Nagravision to market and sublicense our
middleware products, services and maintenance and support programs to cable, satellite and telecommunications network operators around the world. The agreement specifies the applicable license, support and professional services fees that are payable
by Nagravision to OpenTV in connection with the license and distribution of our middleware products under the agreement. The terms and conditions set forth in the agreement, including the fees payable by Nagravision, are generally consistent with
the terms and conditions offered by OpenTV to other distributors, including other conditional access providers. The total amount of license, support and services fees payable to OpenTV under this agreement is dependent upon the number of network
operator customers sublicensed by Nagravision, the number of set-top boxes containing OpenTV middleware deployed by such customers and the amount of professional services requested by Nagravision. As of September 30, 2008, Nagravision has
sublicensed our products under the terms of this agreement to Reliance Communications in India, Portugal Telecom and TV Cabo in Portugal and Canal Digitaal in the Netherlands. In March 2008, we also signed a master services agreement with
Nagravision, which includes the specific terms and conditions that apply to professional services provided from time to time by OpenTV for Nagravision. Unless otherwise agreed, professional services performed by OpenTV will be billed on a time and
materials basis at a daily rate that is competitive with the rates we charge our other customers.

During the three and nine months ended
September 30, 2008, we recognized an aggregate of approximately $0.2 million and $4.8 million, respectively, of royalties and licenses and services and other revenues under these arrangements with Nagravision. Services and other revenue
received from Kudelski and its affiliates, including Nagravision, was not material for the three and nine months ended September 30, 2007.

Prior to March 2007, we participated in the Liberty Media benefits program for employees in the United States at a cost of approximately $0.4 million for the three months ended March 31, 2007.



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Note 17. Segment Information

In March 2008, Nigel (Ben) Bennett was appointed as Chief Executive Officer after having served as Chief Operating Officer and Acting Chief Executive Officer since August 2007. Accordingly, Mr. Bennett is our
chief operating decision maker, or CODM. As part of a management change in August 2007, we reorganized our reporting units in an effort to provide management with better information for allocating the companys resources and assessing
performance in accordance with the new management teams strategic focus. Our CODM currently assesses our results and financial performance and reviews our internal budgeting reports on the basis of two segments: middleware solutions and
advertising solutions. We have prepared this segment analysis in accordance with SFAS 131 Disclosure about Segments of an Enterprise and Related Information,and accordingly, we have restated the segment information for the prior
periods presented in our interim financial statements.

Middleware solutions is composed of set-top box middleware and embedded browser
technologies, such as OpenTV Spyglass, as well as software components that are deployed at the network operators headend.

Advertising solutions has included our OpenTV Eclipse and Advision products, our PlayJam business, our NASCAR service and related technologies, our PlayMonteCarlo betting and gaming channel, and our OpenTV Participate product. Beginning in
2007, we ceased operating our NASCAR service and the PlayMonteCarlo betting and gaming channel. In December 2007, we sold Static, which operated our PlayJam games business. In accordance with SFAS 144, the financial results of our PlayJam games
business have been reclassified as a discontinued operation in our financial statements for all periods presented.

Our management reviews
and assesses the contribution margin of each of these segments, which is not a financial measure calculated in accordance with GAAP. We define contribution margin for these purposes as segment revenues less related direct or indirect
allocable costs, including personnel and personnel-related support costs, communications, facilities, maintenance and support, consulting and subcontractor costs, travel, marketing and network infrastructure and bandwidth costs. There are
significant judgments management makes with respect to the direct and indirect allocation of costs that may affect the calculation of contribution margins. While management believes these and other related judgments are reasonable and appropriate,
others could assess such matters differently.

Contribution margin is a non-GAAP financial measure that excludes unallocated corporate
support, interest, taxes, depreciation and amortization, amortization of intangible assets, share-based compensation, impairment of goodwill, impairment of intangibles, other income, minority interest, restructuring provisions, and unusual items
such as contract amendments that mitigate potential loss positions. These exclusions reflect costs not considered directly allocable to individual business segments and result in a definition of contribution margin that does not take into account
some of the substantial costs of doing business. Management believes that segment contribution margin is a helpful measure in evaluating the performance of our business segments. While our management may consider contribution margin to be an
important measure of comparative operating performance, this measure should be considered in addition to, but not as a substitute for, profit (loss) from operations, net income (loss), cash flow and other measures of financial performance prepared
in accordance with GAAP that are presented in our financial statements. In addition, our calculation of contribution margin may be different from, and not comparable to, the calculation used by other companies.

Because these segments reflect the manner in which management reviews our business, they necessarily involve judgments that management believes are
reasonable in light of the circumstances under which they are made. These judgments may change over time or may be modified to reflect new facts or circumstances. Segments may also be changed or modified to reflect technologies and applications that
are newly created, or that change over time, or other business conditions that evolve, each of which may result in reassessing specific segments and the elements included within each of those segments. Recent events may affect the manner in which we
present segments in the future.



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Summarized information by segment was as follows (in thousands):



|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                            |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                                            |  | 2008                             |        |   | 2007                            |   |        | 2008 |  |   | 2007    |  
|Revenues:                                                   |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Middleware solutions                                        |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Royalties and licenses                                      |  | $                                | 15,135 |   |                                 | $ | 14,863 |      |  | $ | 52,345  |   |  | $ | 44,390  |  
|Services and other                                          |  |                                  | 8,792  |   |                                 |   | 5,746  |      |  |   | 25,187  |   |  |   | 18,217  |  
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Subtotal - Middleware solutions                             |  |                                  | 23,927 |   |                                 |   | 20,609 |      |  |   | 77,532  |   |  |   | 62,607  |  
|Advertising solutions                                       |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Royalties and licenses                                      |  |                                  | 1,359  |   |                                 |   | 1,325  |      |  |   | 4,567   |   |  |   | 3,725   |  
|Services and other                                          |  |                                  | 1,635  |   |                                 |   | 1,740  |      |  |   | 5,450   |   |  |   | 5,413   |  
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Subtotal - Advertising solutions                            |  |                                  | 2,994  |   |                                 |   | 3,065  |      |  |   | 10,017  |   |  |   | 9,138   |  
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Total revenues                                              |  | $                                | 26,921 |   |                                 | $ | 23,674 |      |  | $ | 87,549  |   |  | $ | 71,745  |  
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Contribution margin (loss):                                 |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Middleware solutions                                        |  | $                                | 9,324  |   |                                 | $ | 4,558  |      |  | $ | 30,932  |   |  | $ | 15,637  |  
|Advertising solutions                                       |  |                                  | (117   | ) |                                 |   | (139   | )    |  |   | 802     |   |  |   | (1,000  | )
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Total contribution margin                                   |  |                                  | 9,207  |   |                                 |   | 4,419  |      |  |   | 31,734  |   |  |   | 14,637  |  
|Unallocated corporate support                               |  |                                  | (5,539 | ) |                                 |   | (7,728 | )    |  |   | (18,002 | ) |  |   | (18,522 | )
|Restructuring and impairment costs                          |  |                                  | 7      |   |                                 |   |       |      |  |   | (575    | ) |  |   | 28      |  
|Depreciation and amortization                               |  |                                  | (1,044 | ) |                                 |   | (937   | )    |  |   | (3,120  | ) |  |   | (2,808  | )
|Amortization of intangible assets                           |  |                                  | (798   | ) |                                 |   | (1,461 | )    |  |   | (2,848  | ) |  |   | (4,863  | )
|Share-based and non-cash compensation                       |  |                                  | (364   | ) |                                 |   | (477   | )    |  |   | (2,213  | ) |  |   | (2,823  | )
|Interest income                                             |  |                                  | 514    |   |                                 |   | 1,161  |      |  |   | 1,866   |   |  |   | 2,406   |  
|Other income (expense)                                      |  |                                  | (1,473 | ) |                                 |   | 715    |      |  |   | 758     |   |  |   | 665     |  
|Minority interest                                           |  |                                  | 2      |   |                                 |   | 9      |      |  |   | 18      |   |  |   | 26      |  
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Income (loss) before income taxes                           |  |                                  | 512    |   |                                 |   | (4,299 | )    |  |   | 7,618   |   |  |   | (11,254 | )
|Income tax expense (benefit)                                |  |                                  | (445   | ) |                                 |   | 486    |      |  |   | 325     |   |  |   | 1,325   |  
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Net income (loss) from continuing operations                |  |                                  | 957    |   |                                 |   | (4,785 | )    |  |   | 7,293   |   |  |   | (12,579 | )
|Discontinued operations:                                    |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Gain from discontinued operations, net of tax               |  |                                  |       |   |                                 |   | 276    |      |  |   |        |   |  |   | 62      |  
|Impairment of assets of discontinued operations, net of tax |  |                                  |       |   |                                 |   | (3,652 | )    |  |   |        |   |  |   | (3,652  | )
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Net loss from discontinued operations                       |  |                                  |       |   |                                 |   | (3,376 | )    |  |   |        |   |  |   | (3,590  | )
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Net income (loss)                                           |  | $                                | 957    |   |                                 | $ | (8,161 | )    |  | $ | 7,293   |   |  | $ | (16,169 | )
|                                                            |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |         |  

Our revenues by geographic area, based on the location of the network operators who are deploying
our products, were as follows (in thousands):



|                               |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|------------------------------ |  | -------------------------------- | ------ | - | ------------------------------- | - | ---- | - | ------ |  | --- | ---- |  | - | ------ |  | ---- | - | - | - | ------ |  | --- | -
|                               |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                               |  | 2008                             |        | % |                                 |   | 2007 |   | %      |  |     | 2008 |  | % |        |  | 2007 |   | % |  
|Europe, Africa and Middle East |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|United Kingdom                 |  | $                                | 4,155  |   | 15                              | % |      | $ | 5,377  |  | 23  | %    |  | $ | 15,372 |  | 18   | % |   | $ | 14,706 |  | 20  | %
|Netherlands                    |  |                                  | 2,412  |   | 9                               | % |      |   | 1,381  |  | 6   | %    |  |   | 4,663  |  | 5    | % |   |   | 3,581  |  | 5   | %
|South Africa                   |  |                                  | 2,475  |   | 9                               | % |      |   | 1,406  |  | 6   | %    |  |   | 7,418  |  | 8    | % |   |   | 3,677  |  | 5   | %
|Italy                          |  |                                  | 1,809  |   | 7                               | % |      |   | 1,065  |  | 4   | %    |  |   | 4,950  |  | 6    | % |   |   | 4,224  |  | 6   | %
|Other countries                |  |                                  | 3,236  |   | 12                              | % |      |   | 1,748  |  | 7   | %    |  |   | 10,018 |  | 11   | % |   |   | 6,238  |  | 9   | %
|                               |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|Subtotal                       |  |                                  | 14,087 |   | 52                              | % |      |   | 10,977 |  | 46  | %    |  |   | 42,421 |  | 48   | % |   |   | 32,426 |  | 45  | %
|Americas                       |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|United States                  |  |                                  | 4,867  |   | 18                              | % |      |   | 5,184  |  | 22  | %    |  |   | 16,711 |  | 19   | % |   |   | 16,375 |  | 23  | %
|Other countries                |  |                                  | 2,067  |   | 8                               | % |      |   | 1,462  |  | 6   | %    |  |   | 6,642  |  | 8    | % |   |   | 4,733  |  | 7   | %
|                               |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|Subtotal                       |  |                                  | 6,934  |   | 26                              | % |      |   | 6,646  |  | 28  | %    |  |   | 23,353 |  | 27   | % |   |   | 21,108 |  | 30  | %
|Asia Pacific                   |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|Australia                      |  |                                  | 1,661  |   | 6                               | % |      |   | 1,719  |  | 7   | %    |  |   | 7,680  |  | 9    | % |   |   | 5,218  |  | 7   | %
|Japan                          |  |                                  | 2,247  |   | 8                               | % |      |   | 2,985  |  | 13  | %    |  |   | 5,631  |  | 6    | % |   |   | 9,486  |  | 13  | %
|India                          |  |                                  | 108    |   | 1                               | % |      |   |       |  |    |      |  |   | 4,193  |  | 5    | % |   |   | 1      |  |    |  
|Other countries                |  |                                  | 1,884  |   | 7                               | % |      |   | 1,347  |  | 6   | %    |  |   | 4,271  |  | 5    | % |   |   | 3,506  |  | 5   | %
|                               |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|Subtotal                       |  |                                  | 5,900  |   | 22                              | % |      |   | 6,051  |  | 26  | %    |  |   | 21,775 |  | 25   | % |   |   | 18,211 |  | 25  | %
|                               |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  
|                               |  | $                                | 26,921 |   | 100                             | % |      | $ | 23,674 |  | 100 | %    |  | $ | 87,549 |  | 100  | % |   | $ | 71,745 |  | 100 | %
|                               |  |                                  |        |   |                                 |   |      |   |        |  |     |      |  |   |        |  |      |   |   |   |        |  |     |  



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Two major customers accounted for the following percentages of revenues:



|         |  |                                  |   |  |                                 |   |  |      |   |  |      |  
|-------- |  | -------------------------------- | - |  | ------------------------------- | - |  | ---- | - |  | ---- | -
|         |  | Three Months Ended September 30, |   |  | Nine Months Ended September 30, |  
|         |  | 2008                             |   |  | 2007                            |   |  | 2008 |   |  | 2007 |  
|UGC      |  | 11                               | % |  | 4                               | % |  | 6    | % |  | 4    | %
|Thomson  |  | 9                                | % |  | 16                              | % |  | 10   | % |  | 15   | %
|Echostar |  | 5                                | % |  | 9                               | % |  | 6    | % |  | 10   | %
|         |  |                                  |   |  |                                 |   |  |      |   |  |      |  
|         |  | 25                               | % |  | 29                              | % |  | 22   | % |  | 29   | %
|         |  |                                  |   |  |                                 |   |  |      |   |  |      |  

Another major customer is British Sky Broadcasting, or BSkyB, which directly and indirectly
accounted for 14% and 20% of total revenues for the three months ended September 30, 2008 and 2007, respectively, and 17% and 18% of total revenues for the nine months ended September 30, 2008 and 2007, respectively, taking into account
the royalties which are paid by three manufacturers who sell set-top boxes to BSkyB, including Thomson.

Two customers accounted for 15%
and 10% of net accounts receivable as of September 30, 2008. One customer accounted for 11% of net accounts receivable as of September 30, 2007.

Capital expenditures by geographic area were as follows (in thousands):



|                |  |                                  |       |                                 |   |      |  |      |       |  |   |      
|--------------- |  | -------------------------------- | ----- | ------------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                |  | Three Months Ended September 30, |       | Nine Months Ended September 30,
|                |  | 2008                             |       | 2007                            |   | 2008 |  | 2007
|United States   |  | $                                | 559   |                                 | $ | 623  |  | $    | 2,450 |  | $ | 1,721
|Other countries |  |                                  | 925   |                                 |   | 331  |  |      | 1,064 |  |   | 604  
|                |  |                                  |       |                                 |   |      |  |      |       |  |   |      
|                |  | $                                | 1,484 |                                 | $ | 954  |  | $    | 3,514 |  | $ | 2,325
|                |  |                                  |       |                                 |   |      |  |      |       |  |   |      

Long-lived assets by geographic area were as follows (in thousands):



|                        |  |                   |       |                  |   |      
|----------------------- |  | ----------------- | ----- | ---------------- | - | -----
|                        |  | September 30,2008 |       | December 31,2007
|Property and equipment: |  |                   |       |                  |   |      
|United States           |  | $                 | 4,964 |                  | $ | 4,506
|Other countries         |  |                   | 2,398 |                  |   | 2,048
|                        |  |                   |       |                  |   |      
|                        |  | $                 | 7,362 |                  | $ | 6,554
|                        |  |                   |       |                  |   |      
|Other assets:           |  |                   |       |                  |   |      
|United States           |  | $                 | 1,330 |                  | $ | 1,301
|Other countries         |  |                   | 1,310 |                  |   | 595  
|                        |  |                   |       |                  |   |      
|                        |  | $                 | 2,640 |                  | $ | 1,896
|                        |  |                   |       |                  |   |      



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they
never materialize or prove incorrect, could cause the results of OpenTV Corp. and its consolidated subsidiaries to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, expenses, earnings or losses from operations; any statements of the plans, strategies and objectives of management for future
operations; any statements concerning developments, performance or market conditions relating to products or services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. These forward-looking statements are based on
information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ materially from those projected in these forward-looking statements as a result of many factors, including those
identified in the section titled Risk Factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as such section may be updated



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in our subsequent Quarterly Reports on Form 10-Q and elsewhere. We urge you to review and consider the various disclosures made by us from time to
time in our filings with the Securities and Exchange Commission that attempt to advise you of the risks and factors that may affect our future results.

The following discussion should be read together with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our
audited financial statements, the notes thereto and the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, as filed with the Securities and Exchange Commission.

Overview of Our Business

We are one of the worlds leading providers of software solutions for the delivery of digital and interactive television. Our software enables cable,
satellite, telecommunications and digital terrestrial operators, which we refer to as network operators, to offer enhanced television experiences to their viewers.

The majority of our revenue typically comes from one-time royalty fees paid by network operators or manufacturers of set-top boxes, once a set-top box, which incorporates our software, has been shipped to, or
activated by, the network operator. We also derive revenue from the licensing of related software and interactive content and applications associated with the delivery of digital and interactive television, as well as from licensing products that
enable advanced advertising solutions. In addition, we receive professional services fees from consulting, systems integration and training engagements, fees for the maintenance and support of our products and fees from revenue sharing arrangements
related to the use of our interactive content and applications.

Our revenue model may change over time. For example, we have signed
subscription-based licensing agreements under which we receive monthly payments for each set-top box that includes our software that our customers deploy, for so long as those set-top boxes remain active. In addition, our technology and services are
provided indirectly through distribution arrangements with key partners other than network operators and set-top box manufacturers, such as conditional access vendors, and we expect revenues generated from such distribution arrangements to increase
over time.

Kudelski SA, directly and indirectly through its subsidiaries, beneficially owns Class A and Class B ordinary shares of
our company collectively representing an economic interest of approximately 32.0% and a voting interest of approximately 77.0% in our company, based on the number of our ordinary shares outstanding as of September 30, 2008.

Recent Events

In September 2008, we acquired the
entire share capital of Ruzz TV Pty Ltd., a private company based in Sydney, Australia, which provides digital television technologies that enable broadcasters to manage their workflow and content processes more efficiently. The purchase price
consisted of an upfront cash payment of $0.2 million plus contingent consideration of up to $0.1 million that is subject to Ruzzs achievement of a specified revenue target for 2009 and a profit sharing arrangement to the extent Ruzz generates
any profits through 2011.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our interim financial statements, which have been prepared in accordance with accounting principles generally accepted in
the United States, which we refer to as GAAP, as applicable to financial statements for interim reporting periods. The preparation of these interim financial statements requires us to make estimates and judgments that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In preparing these interim



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financial statements, we made our best estimates and judgments, which are normally based on knowledge and experience with regard to past and current events
and assumptions about future events, giving due consideration to materiality. Actual results could differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies and estimates have the greatest potential impact on our interim financial statements: revenue
recognition, allowances for doubtful accounts, tax valuation allowances, deferred tax assets, impairment of goodwill and long-lived assets, restructuring costs and share-based compensation. All of these accounting policies and estimates, together
with their underlying assumptions and their impact on our financial statements, have been discussed with the audit committee of our board of directors.

As discussed below and in Note 13 to the interim financial statements, we adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measures (SFAS 157), as of
January 1, 2008, with the exception of the application of the statement to nonrecurring nonfinancial assets and nonfinancial liabilities, the deferral of which was permitted under Financial Accounting Standards Board (FASB) Staff Position
No. FAS 157-2, Effective Date of FASB Statement No. 157(FSP 157-2).

We adopted SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115(SFAS 159), as of January 1, 2008 and elected not to measure any additional financial
instruments or other items at fair value.

Other than the above changes, there have been no significant changes in our critical accounting
policies and estimates during the three and nine months ended September 30, 2008 as compared to the critical accounting policies and estimates disclosed in the section entitled Managements Discussion and Analysis of Financial
Condition and Results of Operationsincluded in our Annual Report on Form 10-K for the year ended December 31, 2007.

Fair Value
Measurement

In September 2006, the FASB issued SFAS 157. SFAS 157 provides guidance for using fair value to measure
assets and liabilities and applies whenever other standards require or permit assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. SFAS 157 is effective for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years.

In February 2008, the FASB issued FSP 157-2.
FSP 157-2 defers the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to
fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008.

We adopted SFAS 157 as of
January 1, 2008, with the exception of the application of the statement to non-recurring nonfinancial assets and nonfinancial liabilities. Substantially all of our financial assets and liabilities are measured at fair value using Level 2 inputs
that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

In February 2007, the FASB issued SFAS 159. SFAS 159 provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur
when related assets and liabilities are recorded on different bases. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. SFAS 159 is effective for fiscal years beginning after
November 15, 2007. We adopted SFAS 159 as of January 1, 2008. We currently do not have any additional financial instruments or other items that are eligible for election of the fair value option. Therefore, the adoption of SFAS 159 did not
have a significant impact on our interim financial statements.



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Recent Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities(FSP EITF 03-6-1). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15,
2008 and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform
with the provisions in FSP EITF 03-6-1. Early application of FSP EITF 03-6-1 is prohibited. We do not expect FSP EITF 03-6-1 to have a material impact on our financial statements.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3
amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets(SFAS
142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141
(Revised 2007), Business Combinations(SFAS 141(R)) and other GAAP. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years.
Early adoption is prohibited. We continue to evaluate the impact of the adoption of FSP FAS 142-3 on our financial statements.

In December
2007, the FASB issued SFAS 141(R). Under SFAS 141(R), an acquiring entity will be required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS
141(R) will significantly change the accounting for business combinations. SFAS 141(R) also includes a substantial number of new disclosure requirements. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on
or after commencement of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. We continue to evaluate the impact of the adoption of SFAS 141(R) on our financial statements.

In December 2007, the EITF issued Issue No. 07-1, Accounting for Collaborative Arrangements (EITF 07-1). EITF 07-1 is effective
for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as
of the effective date. EITF 07-1 requires that transactions with other parties in connection with qualifying collaborative arrangements (i.e., revenue generated and costs incurred by such parties) be reported in the appropriate line item in each
companys financial statements pursuant to the guidance in EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent(EITF 99-19). EITF 07-1 also includes enhanced disclosure requirements
regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, applicable accounting policies, amounts involved and income statement classification of transactions between the parties. We continue to evaluate the
impact of the adoption of EITF 07-1 on our financial statements.

Results of Operations for the Three and Nine Months Ended September 30, 2008 and
2007

Revenues

We have
entered into commercial arrangements involving both product licenses and service elements that are bundled together. Revenues from such bundled offerings under GAAP have been allocated to the Royalties and licenses and
Services and other revenue line items based on the relative fair values of the product and service elements in each of the contracts. Our determination of the relative fair values of these elements is based on the relative amounts
of the fees we charge our customers for the product licenses and service elements, as set forth in each of the applicable contracts.



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Revenues for the three months ended September 30, 2008 were $26.9 million, an increase of
$3.2 million, or 14%, from $23.7 million for the same period in 2007. Revenues for the nine months ended September 30, 2008 were $87.5 million, an increase of $15.8 million, or 22%, from $71.7 million for the same period in 2007.

Revenues by line item were as follows (in millions, except percentages):



|                       |  |                                 |      |        |   |                  |                                |   |        |  |      |   |                  |   |      |  |   |      |  |   |      |  |    |  
|---------------------- |  | ------------------------------- | ---- | ------ | - | ---------------- | ------------------------------ | - | ------ |  | ---- | - | ---------------- | - | ---- |  | - | ---- |  | - | ---- |  | -- | -
|                       |  | Three Months EndedSeptember 30, |      | Change |   |                  | Nine Months EndedSeptember 30, |   | Change | 
|                       |  | 2008                            |      | 2007   |   | 2008 versus 2007 |                                |   | 2008   |  | 2007 |   | 2008 versus 2007 |  
|                       |  |                                 |      |        |   | $                |                                | % |        |  |      |   |                  |   | $    |  | % |     
|Royalties and licenses |  | $                               | 16.5 |        | $ | 16.2             |                                | $ | 0.3    |  | 2    | % |                  | $ | 56.9 |  | $ | 48.1 |  | $ | 8.8  |  | 18 | %
|Services and other     |  |                                 | 10.4 |        |   | 7.5              |                                |   | 2.9    |  | 39   | % |                  |   | 30.6 |  |   | 23.6 |  |   | 7.0  |  | 30 | %
|                       |  |                                 |      |        |   |                  |                                |   |        |  |      |   |                  |   |      |  |   |      |  |   |      |  |    |  
|Total revenues         |  | $                               | 26.9 |        | $ | 23.7             |                                | $ | 3.2    |  | 14   | % |                  | $ | 87.5 |  | $ | 71.7 |  | $ | 15.8 |  | 22 | %
|                       |  |                                 |      |        |   |                  |                                |   |        |  |      |   |                  |   |      |  |   |      |  |   |      |  |    |  

Royalties and licenses

We generally derive royalties from the sale of set-top boxes and other products that incorporate our software. Royalties are typically paid by either the network operator or the set-top box manufacturer depending upon
our payment arrangements with those customers, and we have historically recognized revenues through one-time royalty payments or ongoing license fees. We recognize royalties upon receipt of royalty reports reflecting unit shipments or activation of
our software by network operators or manufacturers. Royalty reports are generally received one quarter in arrears. For non-refundable prepaid royalties, we recognize revenues upon initial delivery of the software to our customers. We also license
our technology and services indirectly through distribution arrangements with key partners other than network operators and set-top box manufacturers, such as conditional access vendors, who pay the applicable license and royalty fees directly to us
in lieu of the network operator or set-top box manufacturer. We have also entered into license agreements with network operators who pay us under a subscription-based model, pursuant to which we are paid a monthly fee for each set-top box that is
shipped or deployed commercially by the network operator for so long as that box remains in use by the network operator.

The aggregate
amount of royalties we receive from our customers during a quarterly period is influenced by a number of factors. In the case of our set-top box software, these include: initial deployments by new customers, the activation of new subscribers by
existing customers, the shipment of additional set-top boxes as replacements for older or defective set-top boxes or for purposes of simply upgrading existing set-top boxes, and sales of new products or services by the network operators that require
new or updated set-top boxes. We have historically provided various types of prospective volume discounts on optional future deployments of our licensed middleware products based on the volume of the customers previous deployments of the
particular licensed products, and expect that we will continue to do so in the future. Unless we are able to offset anticipated discounts through a change in product mix, upgrades to our software or other methods which enable us to charge higher
fees, we may experience slower royalty growth as discounting is triggered.

A significant portion of our revenues is dependent upon our
customers subscriber base, the growth in their subscriber base, and the related quantities of set-top boxes deployed with our software. Specific royalty trends associated with set-top box deployments by our customers are difficult to discern
in many cases as we do not control or directly influence actual deployment schedules of our customers. However, our general experience in the past suggests that set-top box deployments by our customers tend to be stronger in the third and fourth
quarters of the calendar year. Because we receive most of our royalty reports one quarter in arrears, our royalty revenues in the past have generally been higher in the first and fourth quarters of the calendar year, though our revenues in the
fourth quarter of 2008 and first quarter of 2009 may be negatively impacted if our customers reduce deployments of our products due to the recent deterioration in worldwide economic conditions.



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We also derive fees from the licensing of other software products, such as OpenTV Streamer, OpenTV
Eclipse, including our next generation campaign management solution known as EclipsePlus, and OpenTV Participate. These license fees can be in the form of one-time, upfront payments by our customers, the total of which can vary significantly from
quarter to quarter, or can be in the form of a recurring license fee, the total of which is less likely to vary significantly from quarter to quarter.

Royalties and licenses revenues by region were as follows (in millions, except percentages):



|                                      |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |    |  
|------------------------------------- |  | ------------------------------- | ---- | - | ------ | - | ---- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | ---- | - | - | - | ---- | - |  | - | --- |  | -- | -
|                                      |  | Three Months EndedSeptember 30, |      |   | Change |   |      | Nine Months EndedSeptember 30, |  |   | Change |  
|                                      |  | 2008                            |      |   | 2007   |   |      | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |     
|                                      |  |                                 |      |   |        |   |      | $                              |  |   | %      |   |  |      |    |  |                  |      |   | $ |   | %    |  
|Europe, Middle East and Africa        |  | $                               | 8.5  |   |        | $ | 8.4  |                                |  | $ | 0.1    |   |  | 1    | %  |  | $                | 27.9 |   |   | $ | 23.8 |   |  | $ | 4.1 |  | 17 | %
|Americas                              |  |                                 | 4.6  |   |        |   | 4.3  |                                |  |   | 0.3    |   |  | 7    | %  |  |                  | 14.8 |   |   |   | 14.2 |   |  |   | 0.6 |  | 4  | %
|Asia Pacific                          |  |                                 | 3.4  |   |        |   | 3.5  |                                |  |   | (0.1   | ) |  | (3   | %) |  |                  | 14.2 |   |   |   | 10.1 |   |  |   | 4.1 |  | 41 | %
|                                      |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |    |  
|Total royalties and licenses revenues |  | $                               | 16.5 |   |        | $ | 16.2 |                                |  | $ | 0.3    |   |  | 2    | %  |  | $                | 56.9 |   |   | $ | 48.1 |   |  | $ | 8.8 |  | 18 | %
|                                      |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |    |  
|As percentage of total revenues       |  |                                 | 61   | % |        |   | 68   | %                              |  |   |        |   |  |      |    |  |                  | 65   | % |   |   | 67   | % |  |   |     |  |    |  

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Royalties and licenses revenues for the three months ended September 30, 2008 increased $0.3 million, or 2%, to $16.5 million.



| |  |  | Europe, Middle East and Africa accounted for $8.5 million in royalties and licenses revenues for the three months ended September 30, 2008, an increase of $0.1
million, or 1%, compared to the same period in 2007.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

British Sky Broadcasting, or BSkyB, directly and indirectly through
our set-top box manufacturer customers who sell set-top boxes to BSkyB, accounted for $3.6 million, or 22%, of our total worldwide royalties and licenses revenues for the three months ended September 30, 2008. BSkyB royalties and licenses
revenues decreased by $1.1 million compared to the same period in 2007, primarily as a result of decreased deployments by BSkyB of our software products. The decrease in BSkyB revenues was offset by an increase of $0.8 million in royalties and
licenses revenues from Sky Italia as compared to the same period in 2007, primarily due to increased deployments of set-top boxes containing our middleware products, and by $0.5 million of royalties and licenses revenues resulting from the initial
deployment of set-top boxes containing our middleware by Numericable in France. Royalties and licenses revenues from other customers decreased by $0.1 million due to lower volumes of set-top box deployments by such customers.



| |  |  | The Americas region accounted for $4.6 million in royalties and licenses revenues for the three months ended September 30, 2008, an increase of $0.3 million,
or 7%, as compared to the same period in 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EchoStar, including DISH Network and EchoStar Technologies LLC, accounted
for $1.2 million, or 7%, of our total worldwide royalties and licenses revenues for the three months ended September 30, 2008. EchoStar royalties and licenses revenues declined $0.6 million as compared to the same period in 2007, primarily
due to reduced set-top box deployments by this customer. This reduction in royalties and licenses revenues was partially offset by increased royalties and licenses revenues from NET in Brazil of $0.4 million, as compared to the same period in 2007,
reflecting increased deployments of middleware-related products by this customer. Royalties and licenses revenues from other customers in the region accounted for a net increase of $0.5 million as compared to the same period in 2007 due to
higher volumes of deployments of our products.



| |  |  | The Asia Pacific region accounted for $3.4 million in royalties and licenses revenues for the three months ended September 30, 2008, a decrease of $0.1
million, or 3%, as compared to the same period in 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Royalties and licenses revenues from our largest customers in the
region remained consistent with the same period in 2007. The net decrease of $0.1 million was due to lower volumes of deployments of our products by some of our smaller customers.



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##### Table of Contents

Nine Months ended September 30, 2008 versus Nine Months ended September 30, 2007.
Royalties and licenses revenues for the nine months ended September 30, 2008 increased $8.8 million, or 18%, to $56.9 million.



| |  |  | Europe, Middle East and Africa accounted for $27.9 million in royalties and licenses revenues for the nine months ended September 30, 2008, an increase of $4.1
million, or 17%, compared to the same period in 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

BSkyB, directly and indirectly through our set-top box manufacturer
customers who sell set-top boxes to BSkyB, accounted for $13.3 million, or 23%, of our total worldwide royalties and licenses revenues for the nine months ended September 30, 2008. BSkyB royalties and licenses revenues increased by
$0.9 million compared to the same period in 2007, primarily as a result of increased deployments by BSkyB of our software products, particularly our PVR software. We typically generate higher royalty rates from set-top boxes that include our
PVR software, such as the set-top boxes shipped to BSkyB, and we generally expect the number of PVR shipments to increase over time as network operators around the world seek to deploy more PVR functionality in the future. Royalties and licenses
revenues from UPC Broadband Holdings, or UGC, increased $2.2 million as compared to the same period in 2007, as we achieved final delivery of all licensed products during the fourth quarter of 2007, which allows us to recognize the royalties and
licenses revenues from UGC as they are reported. Royalties and licenses revenues from Multichoice Africa increased $1.1 million as compared to the same period in 2007, primarily due to a recent upgrade by this customer to our latest OpenTV Core2
middleware product and increased deployments of set-top boxes containing this product. These increases were partially offset by a decrease in royalties and licenses revenues from other customers of $0.1 million, resulting from lower volumes of
set-top box deployments by such customers.



| |  |  | The Americas region accounted for $14.8 million in royalties and licenses revenues for the nine months ended September 30, 2008, an increase of $0.6 million,
or 4%, as compared to the same period in 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EchoStar, including DISH Network and EchoStar Technologies LLC, accounted
for $4.3 million, or 8%, of our total worldwide royalties and licenses revenues for the nine months ended September 30, 2008. EchoStar royalties and licenses revenues declined $2.0 million as compared to the same period in 2007,
primarily due to reduced set-top box deployments by this customer. Royalties and licenses revenues from Bell TV (formerly Bell ExpressVu) in Canada declined $0.6 million as compared to the same period in 2007. This decrease was primarily due to
an amendment to our license agreement with Bell TV entered into during the first quarter of 2007 that converted the pricing model from an upfront royalty to a recurring subscription fee per set-top box, payable over the term of the customers
use of the set-top box incorporating our middleware. We expect the cumulative per set-top box subscription fees paid by Bell TV over the expected period of use of the set-top box to more than compensate for the relative difference between the amount
of the prior upfront royalty and the recurring subscription fee. These reductions in royalties and licenses revenues were partially offset by increased royalties and licenses revenues from NET in Brazil of $1.8 million, as compared to the same
period in 2007, reflecting increased deployments of middleware-related products by this customer, and an increase of $1.0 million in license fees resulting from increased deployments by our customers of our OpenTV Eclipse product for advertising
campaign management. Royalties and licenses revenues from other customers in the region accounted for a net increase of $0.4 million as compared to the same period in 2007 due to higher volumes of deployments of our products.



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##### Table of Contents

| |  |  | The Asia Pacific region accounted for $14.2 million in royalties and licenses revenues for the nine months ended September 30, 2008, an increase of $4.1
million, or 41%, as compared to the same period in 2007.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Royalties and licenses revenues from Austar in Australia
increased $1.4 million, primarily due to the receipt of a late royalty report during the first quarter of 2008 for set-top boxes that were shipped during 2007 but not previously reported to us. Royalties and licenses revenues from Reliance in India,
received through our license and distribution agreement with Nagravision SA, increased $3.4 million, due to the receipt of the initial royalty report for the network, a one-time license fee for enterprise software and the sale of other
middleware-related products. Royalties and licenses revenues from Jupiter in Japan decreased $0.8 million as compared to the same period in 2007 as the prior years period included a royalty prepayment for deployments of our
video-on-demand product. Royalties and licenses revenues from other customers accounted for a net increase of $0.1 million due to higher volumes of deployments of our products.

Services and other

Services and other revenues consist primarily of professional services,
maintenance and support, training, service usage fees, revenue sharing arrangements, and programming fees. Professional services revenues are generally derived from deployment and integration consulting engagements for network operators, set-top box
manufacturers, and system integrators.

Maintenance, support and training revenues are generally realized as services are provided to
network operators and set-top box manufacturers. A set-top box manufacturers decision to purchase maintenance and support from us depends largely on whether such manufacturer is actively shipping set-top boxes with our software or reasonably
expects to do so in quantities large enough to justify payment of these amounts, which, in both cases, is dependent upon such manufacturers supply contracts with network operators and set-top box demand by the network operator.

Services and other revenues were as follows (in millions, except percentages):



|                                  |  |                                 |      |   |        |   |     |                                |  |   |        |  |    |      |  |   |                  |   |   |   |      |   |  |   |     |  |    |  
|--------------------------------- |  | ------------------------------- | ---- | - | ------ | - | --- | ------------------------------ |  | - | ------ |  | -- | ---- |  | - | ---------------- | - | - | - | ---- | - |  | - | --- |  | -- | -
|                                  |  | Three Months EndedSeptember 30, |      |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change | 
|                                  |  | 2008                            |      |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |  |    | 2007 |  |   | 2008 versus 2007 |  
|                                  |  |                                 |      |   |        |   |     | $                              |  | % |        |  |    |      |  |   |                  |   | $ |   | %    |  
|Total services and other revenues |  | $                               | 10.4 |   |        | $ | 7.5 |                                |  | $ | 2.9    |  | 39 | %    |  | $ | 30.6             |   |   | $ | 23.6 |   |  | $ | 7.0 |  | 30 | %
|As percentage of total revenues   |  |                                 | 39   | % |        |   | 32  | %                              |  |   |        |  |    |      |  |   | 35               | % |   |   | 33   | % |  |   |     |  |    |  

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Services and other revenues for the three months ended September 30, 2008 increased $2.9 million, or 39%, to $10.4 million.

During the three months ended September 30, 2008, we realized net increases in services and other revenues of $0.6 million from discrete development, integration and other professional services engagements as compared to the same
period in 2007. Maintenance and support revenues increased by $2.3 million as compared to the same period in 2007. This increase included an increase of $0.8 million related to increased deployments in the United States of our OpenTV Eclipse product
for advertising campaign management.

Nine Months ended September 30, 2008 versus Nine Months ended September 30, 2007.
Services and other revenues for the nine months ended September 30, 2008 increased $7.0 million, or 30%, to $30.6 million.

During the nine months ended September 30, 2008, we realized net increases in services and other revenues of $2.7 million from discrete development, integration and other professional services engagements as compared to the same period
in 2007. Maintenance and support revenues increased by $4.3 million as compared to the same period in 2007, which included an increase of $1.3 million related to increased deployments in the United States of our OpenTV Eclipse product for
advertising campaign management.



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##### Table of Contents

Cost of Royalties and Licenses

Cost of royalties and licenses consists primarily of materials and shipping costs, revenue share costs, amortization of developed technology and patents,
and patent-related legal costs. Cost of royalties and licenses was as follows (in millions, except percentages):



|                                |  |                                 |     |   |        |   |     |                                |  |   |        |   |  |      |    |  |                  |     |   |   |   |     |   |  |   |      |   |  |     |   
|------------------------------- |  | ------------------------------- | --- | - | ------ | - | --- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | --- | - | - | - | --- | - |  | - | ---- | - |  | --- | --
|                                |  | Three Months EndedSeptember 30, |     |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change |  
|                                |  | 2008                            |     |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |    
|                                |  |                                 |     |   |        |   |     | $                              |  |   | %      |   |  |      |    |  |                  |     |   | $ |   |     | % | 
|Cost of royalties and licenses  |  | $                               | 1.2 |   |        | $ | 1.4 |                                |  | $ | (0.2   | ) |  | (14  | %) |  | $                | 4.0 |   |   | $ | 5.1 |   |  | $ | (1.1 | ) |  | (22 | %)
|As percentage of total revenues |  |                                 | 4   | % |        |   | 6   | %                              |  |   |        |   |  |      |    |  |                  | 5   | % |   |   | 7   | % |  |   |      |   |  |     |   

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Cost of royalties and licenses for the three months ended September 30, 2008 decreased $0.2 million, or 14%, to $1.2 million. As a percentage of revenues, cost of royalties and licenses decreased to 4% for the three months ended
September 30, 2008 as compared to 6% in the same period in 2007. The amortization of developed technologies and patents decreased by $0.4 million, reflecting the full amortization of some of our developed technologies and patents from Wink
Communications, Inc., which we acquired in the fourth quarter of 2002. The decrease was partially offset by an increase of $0.2 million in patent-related legal costs.

Nine Months ended September 30, 2008 versus Nine Months ended September 30, 2007. Cost of royalties and licenses for the nine months ended September 30, 2008 decreased $1.1 million, or 22%, to
$4.0 million. As a percentage of revenues, cost of royalties and licenses decreased to 5% for the nine months ended September 30, 2008 as compared to 7% in the same period in 2007. The amortization of developed technologies and patents
decreased by $1.1 million, reflecting the full amortization of some of our developed technologies and patents from Wink Communications, Inc., which we acquired in the fourth quarter of 2002. During the second quarter of 2008, we also reversed a
previously accrued liability of $0.2 million related to a contract commitment that we assumed from Wink. The accrual release was recorded as a reduction to cost of royalties and licenses, where the accrual was originally charged. The decreases were
partially offset by an increase of $0.3 million in patent-related legal costs.

Cost of Services and Other

Cost of services and other consists primarily of personnel and personnel-related support costs associated with maintenance and support, professional
services engagements, consulting and subcontractor costs, third party material costs, and depreciation. Cost of services and other was as follows (in millions, except percentages):



|                                |  |                                 |     |   |        |   |     |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |   |  
|------------------------------- |  | ------------------------------- | --- | - | ------ | - | --- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | ---- | - | - | - | ---- | - |  | - | --- |  | - | -
|                                |  | Three Months EndedSeptember 30, |     |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change |  
|                                |  | 2008                            |     |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |     
|                                |  |                                 |     |   |        |   |     | $                              |  |   | %      |   |  |      |    |  |                  |      |   | $ |   | %    |  
|Cost of services and other      |  | $                               | 9.1 |   |        | $ | 9.9 |                                |  | $ | (0.8   | ) |  | (8   | %) |  | $                | 29.2 |   |   | $ | 29.1 |   |  | $ | 0.1 |  |  | %
|As percentage of total revenues |  |                                 | 34  | % |        |   | 42  | %                              |  |   |        |   |  |      |    |  |                  | 33   | % |   |   | 41   | % |  |   |     |  |   |  

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Cost of services and other for the three months ended September 30, 2008 decreased $0.8 million, or 8%, to $9.1 million. As a percentage of revenues, cost of services and other decreased to 34% for the three months ended
September 30, 2008 as compared to 42% in the same period in 2007. Personnel and personnel-related support costs decreased $0.6 million and outside consulting and subcontractor costs decreased $0.2 million as compared to the same period in 2007,
reflecting the impact of the workforce reduction undertaken during the second quarter of 2008, our general efforts to shift our workforce to regions with lower costs, as well as managements efforts to reduce overall costs for outside
consultants and subcontractors.

Nine Months ended September 30, 2008 versus Nine Months ended September 30, 2007. Cost of
services and other for the nine months ended September 30, 2008 increased $0.1 million, to $29.2 million. As a percentage of revenues, cost of services and other decreased to 33% for the nine months ended September 30, 2008 as
compared to 41% in the same period in 2007. An increase of $1.4 million in personnel and personnel-related support costs was offset by a decrease of $1.4 million in outside consulting and subcontractor costs, which was primarily due to
managements efforts to reduce overall costs for outside consultants and subcontractors.



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##### Table of Contents

Research and Development

Research and development expenses consist primarily of personnel and personnel-related support costs and consulting and subcontractor costs incurred for both new product development and enhancements to our existing
software products and applications. Research and development remains important to our long-term growth strategy. We will continue to focus on the timely development of new and enhanced interactive television and advanced advertising products for our
customers, and we plan to continue investing at levels that we believe are sufficient to develop our technologies and product offerings.

Research and development expenses were as follows (in millions, except percentages):



|                                |  |                                 |     |   |        |   |     |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |   |  
|------------------------------- |  | ------------------------------- | --- | - | ------ | - | --- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | ---- | - | - | - | ---- | - |  | - | --- |  | - | -
|                                |  | Three Months EndedSeptember 30, |     |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change |  
|                                |  | 2008                            |     |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |     
|                                |  |                                 |     |   |        |   |     | $                              |  |   | %      |   |  |      |    |  |                  |      |   | $ |   | %    |  
|Research and development        |  | $                               | 8.0 |   |        | $ | 8.7 |                                |  | $ | (0.7   | ) |  | (8   | %) |  | $                | 25.8 |   |   | $ | 25.0 |   |  | $ | 0.8 |  | 3 | %
|As percentage of total revenues |  |                                 | 30  | % |        |   | 37  | %                              |  |   |        |   |  |      |    |  |                  | 29   | % |   |   | 35   | % |  |   |     |  |   |  

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Research and development expenses for the three months ended September 30, 2008 decreased $0.7 million, or 8%, to $8.0 million, primarily due to lower personnel and personnel-related support costs that resulted from our
general efforts to shift our workforce to regions with lower costs. As a percentage of revenues, research and development expenses decreased to 30% for the three months ended September 30, 2008 as compared to 37% in the same period in 2007.

Nine Months ended September 30, 2008 versus Nine Months ended September 30, 2007. Research and development expenses for
the nine months ended September 30, 2008 increased $0.8 million, or 3%, to $25.8 million. As a percentage of revenues, research and development expenses decreased to 29% for the nine months ended September 30, 2008 as compared to 35%
in the same period in 2007. The increased expenses were primarily due to an increase of $1.2 million in personnel and personnel-related support costs, which was partially offset by a decrease of $0.3 million in consulting and subcontractor
costs.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel and personnel-related support costs, consulting and subcontractor costs, and marketing-related expenses. Sales and marketing expenses were as follows (in millions, except
percentages):



|                                |  |                                 |     |   |        |   |     |                                |  |   |        |  |   |      |  |   |                  |   |   |   |     |   |  |   |      |   |  |     |   
|------------------------------- |  | ------------------------------- | --- | - | ------ | - | --- | ------------------------------ |  | - | ------ |  | - | ---- |  | - | ---------------- | - | - | - | --- | - |  | - | ---- | - |  | --- | --
|                                |  | Three Months EndedSeptember 30, |     |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change | 
|                                |  | 2008                            |     |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |  |   | 2007 |  |   | 2008 versus 2007 |  
|                                |  |                                 |     |   |        |   |     | $                              |  | % |        |  |   |      |  |   |                  |   | $ |   |     | % | 
|Sales and marketing             |  | $                               | 2.8 |   |        | $ | 2.8 |                                |  | $ |       |  |  | %    |  | $ | 7.5              |   |   | $ | 8.7 |   |  | $ | (1.2 | ) |  | (14 | %)
|As percentage of total revenues |  |                                 | 10  | % |        |   | 12  | %                              |  |   |        |  |   |      |  |   | 9                | % |   |   | 12  | % |  |   |      |   |  |     |   

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Sales and marketing expenses for the three months ended September 30, 2008 remained consistent with the same period in 2007. As a percentage of revenues, sales and marketing expenses decreased to 10% for the three months ended
September 30, 2008 as compared to 12% in the same period in 2007.

Nine Months ended September 30, 2008 versus Nine Months
ended September 30, 2007. Sales and marketing expenses for the nine months ended September 30, 2008 decreased $1.2 million, or 14%, to $7.5 million. As a percentage of revenues, sales and marketing expenses decreased to 9% for the
nine months ended September 30, 2008 as compared to 12% in the same period in 2007. The decrease was primarily due to a decrease of $0.7 million in personnel and personnel-related support costs, a decrease of $0.1 million in consulting and
subcontractor costs, and a decrease of $0.3 million in marketing costs.



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##### Table of Contents

General and Administrative

General and administrative expenses consist primarily of personnel and personnel-related support costs, including for our executives and our board of directors, consulting and subcontractor costs, fees for
professional services, including legal and accounting fees, and provision for doubtful accounts. General and administrative expenses were as follows (in millions, except percentages):



|                                |  |                                 |     |   |        |   |     |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |      |   |  |     |   
|------------------------------- |  | ------------------------------- | --- | - | ------ | - | --- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | ---- | - | - | - | ---- | - |  | - | ---- | - |  | --- | --
|                                |  | Three Months EndedSeptember 30, |     |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change |  
|                                |  | 2008                            |     |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |     
|                                |  |                                 |     |   |        |   |     | $                              |  |   | %      |   |  |      |    |  |                  |      |   | $ |   |      | % | 
|General and administrative      |  | $                               | 4.1 |   |        | $ | 6.6 |                                |  | $ | (2.5   | ) |  | (38  | %) |  | $                | 15.0 |   |   | $ | 16.8 |   |  | $ | (1.8 | ) |  | (11 | %)
|As percentage of total revenues |  |                                 | 15  | % |        |   | 28  | %                              |  |   |        |   |  |      |    |  |                  | 17   | % |   |   | 23   | % |  |   |      |   |  |     |   

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. General and administrative expenses for the three months ended September 30, 2008 decreased $2.5 million, or 38%, to $4.1 million. As a percentage of revenues, general and administrative expenses decreased to 15% for the three
months ended September 30, 2008 as compared to 28% in the same period in 2007. Personnel and personnel-related support costs for the three months ended September 30, 2008 were $2.3 million lower than for the same period last year,
primarily due to a liability that was recorded during the three months ended September 30, 2007 in connection with the departure of some of our former senior executive officers and a decrease of $0.6 million in legal and accounting fees. These
decreases were partially offset by an increase of $0.3 million in consulting and subcontractor costs.

Nine Months ended
September 30, 2008 versus Nine Months ended September 30, 2007. General and administrative expenses for the nine months ended September 30, 2008 decreased $1.8 million, or 11%, to $15.0 million. As a percentage of revenues,
general and administrative expenses decreased to 17% for the nine months ended September 30, 2008 as compared to 23% in the same period in 2007. Personnel and personnel-related support costs for the nine months ended September 30, 2008
were $1.8 million lower than for the same period last year, primarily due to a liability that was recorded during the three months ended September 30, 2007 in connection with the departure of some of our former senior executive officers and a
decrease of $0.8 million in legal and accounting fees. These decreases were partially offset by an increase of $0.8 million in consulting and subcontractor costs.

Restructuring and Impairment Costs

Restructuring and impairment costs were as follows (in millions, except
percentages):



|                                   |  |                                 |   |   |        |   |   |                                |  |   |        |  |   |      |  |   |                  |   |   |   |   |   |  |   |     |  |     |  
|---------------------------------- |  | ------------------------------- | - | - | ------ | - | - | ------------------------------ |  | - | ------ |  | - | ---- |  | - | ---------------- | - | - | - | - | - |  | - | --- |  | --- | -
|                                   |  | Three Months EndedSeptember 30, |   |   | Change |   |   | Nine Months EndedSeptember 30, |  |   | Change | 
|                                   |  | 2008                            |   |   | 2007   |   |   | 2008 versus 2007               |  |   | 2008   |  |   | 2007 |  |   | 2008 versus 2007 |  
|                                   |  |                                 |   |   |        |   |   | $                              |  | % |        |  |   |      |  |   |                  |   | $ |   | % |  
|Restructuring and impairment costs |  | $                               |  |   |        | $ |  |                                |  | $ |       |  |  | %    |  | $ | 0.6              |   |   | $ |  |   |  | $ | 0.6 |  | 100 | %
|As percentage of total revenues    |  |                                 | 0 | % |        |   |  | %                              |  |   |        |  |   |      |  |   | 1                | % |   |   |  | % |  |   |     |  |     |  

During the three months ended June 30, 2008, we reduced our workforce by 31 people in the
United States, Singapore and Israel, resulting in a restructuring provision of $0.6 million for employee severance benefits.

Amortization of
Intangible Assets

Intangible assets are amortized on a straight-line basis over the estimated useful life of three to
13 years. As noted above, cost of royalties and licenses includes amounts relating to the amortization of developed technologies and patents. Amortization of intangible assets, excluding these developed technologies and patents, was as follows
(in millions, except percentages):



|                                  |  |                                 |     |   |        |   |     |                                |  |   |        |   |  |      |    |  |                  |     |   |   |   |     |   |  |   |      |   |  |     |   
|--------------------------------- |  | ------------------------------- | --- | - | ------ | - | --- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | --- | - | - | - | --- | - |  | - | ---- | - |  | --- | --
|                                  |  | Three Months EndedSeptember 30, |     |   | Change |   |     | Nine Months EndedSeptember 30, |  |   | Change |  
|                                  |  | 2008                            |     |   | 2007   |   |     | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |    
|                                  |  |                                 |     |   |        |   |     | $                              |  |   | %      |   |  |      |    |  |                  |     |   | $ |   |     | % | 
|Amortization of intangible assets |  | $                               | 0.2 |   |        | $ | 0.4 |                                |  | $ | (0.2   | ) |  | (50  | %) |  | $                | 0.6 |   |   | $ | 1.4 |   |  | $ | (0.8 | ) |  | (57 | %)
|As percentage of total revenues   |  |                                 | 1   | % |        |   | 2   | %                              |  |   |        |   |  |      |    |  |                  | 1   | % |   |   | 2   | % |  |   |      |   |  |     |   



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##### Table of Contents

Amortization of intangible assets for the three months ended September 30, 2008 decreased
$0.2 million, or 50%, to $0.2 million, and amortization of intangible assets for the nine months ended September 30, 2008 decreased $0.8 million, or 57%, to $0.6 million. The decreases resulted from the expiration of the
amortization period for certain intangible assets associated with Wink Communications, Inc., which we acquired in the fourth quarter of 2002.

Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalents, and
marketable debt securities, net of interest expense. Interest income was as follows (in millions):



|                |  |                                 |     |        |   |                  |                                |   |        |   |      |     |                  |  |   |     |  |   |     |  |   |      |   |  |     |   
|--------------- |  | ------------------------------- | --- | ------ | - | ---------------- | ------------------------------ | - | ------ | - | ---- | --- | ---------------- |  | - | --- |  | - | --- |  | - | ---- | - |  | --- | --
|                |  | Three Months EndedSeptember 30, |     | Change |   |                  | Nine Months EndedSeptember 30, |   | Change |  
|                |  | 2008                            |     | 2007   |   | 2008 versus 2007 |                                |   | 2008   |   | 2007 |     | 2008 versus 2007 | 
|                |  |                                 |     |        |   | $                |                                |   | %      |   |      |     |                  |  |   | $   |  |   | %   | 
|Interest income |  | $                               | 0.5 |        | $ | 1.2              |                                | $ | (0.7   | ) |      | (58 | %)               |  | $ | 1.9 |  | $ | 2.4 |  | $ | (0.5 | ) |  | (21 | %)

Interest income for the three months ended September 30, 2008 decreased $0.7 million, or
58%, to $0.5 million, and interest income for the nine months ended September 30, 2008 decreased $0.5 million, or 21%, to $1.9 million. Interest income for the nine months ended September 30, 2008 included $0.1 million
related to Libertys capital contribution. Interest income for the three months and nine months ended September 30, 2007 included $0.4 million related to Libertys capital contribution. Excluding these amounts, interest income
decreased due to the lower effective yield on our investment portfolio, which was partially offset by an overall increase in the size of our portfolio.

Other Income and Expense Items

Other income and expense items consist primarily of gains or losses from foreign
currency exchange, gains or losses on the disposal of capital assets, miscellaneous income, and other unusual items. The net of other income and expense items was as follows (in millions):



|                        |  |                                 |      |        |      |   |                                |  |        |      |   |      |      |                  |  |   |     |  |   |     |  |   |     |  |    |  
|----------------------- |  | ------------------------------- | ---- | ------ | ---- | - | ------------------------------ |  | ------ | ---- | - | ---- | ---- | ---------------- |  | - | --- |  | - | --- |  | - | --- |  | -- | -
|                        |  | Three Months EndedSeptember 30, |      | Change |      |   | Nine Months EndedSeptember 30, |  | Change |     
|                        |  | 2008                            |      |        | 2007 |   | 2008 versus 2007               |  |        | 2008 |   | 2007 |      | 2008 versus 2007 | 
|                        |  |                                 |      |        |      |   | $                              |  |        | %    |   |      |      |                  |  |   | $   |  | % |    
|Other income (expenses) |  | $                               | (1.5 | )      |      | $ | 0.7                            |  | $      | (2.2 | ) |      | (314 | %)               |  | $ | 0.8 |  | $ | 0.7 |  | $ | 0.1 |  | 14 | %

For the three months ended September 30, 2008, net other income (expense) was negatively
impacted by losses on foreign exchange experienced due to the strengthening of the United States dollar relative to the foreign currencies in which approximately $12.3 million of our cash balance was denominated. Net other income for the first and
second quarters of 2008 and for the nine months ended September 30, 2007 benefited from the overall weakening of the United States dollar relative to the foreign currencies in which a portion of our cash balance was denominated.

Income Taxes

As of September 30, 2008,
unrecognized tax benefits approximated $1.6 million, $1.5 million of which would affect the effective tax rate if recognized.

We estimate
that we had net United States federal tax loss carryforwards of approximately $167 million at the end of 2007, although our ability to make use of those tax loss carryforwards may be limited under applicable tax regulations. The calculation of
those tax loss carryforwards is a complex matter and may require reassessment from time to time, which could result in changes to that estimate. For



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all periods presented, substantially all federal tax benefits related to our losses have been offset by an increase in the valuation allowance against the
resulting deferred tax assets. Notwithstanding those federal tax loss carryforwards, we are subject to income taxes in certain state and foreign jurisdictions, and we have foreign taxes withheld from certain royalty payments.

Income tax expense (benefit) consists primarily of foreign taxes, state taxes, tax benefits or refunds, and changes to reserves for identified potential
foreign tax exposure. Incomes taxes were as follows (in millions):



|                             |  |                                 |      |        |      |   |                                |  |        |      |   |      |      |                  |  |   |     |  |   |     |  |   |      |   |  |     |   
|---------------------------- |  | ------------------------------- | ---- | ------ | ---- | - | ------------------------------ |  | ------ | ---- | - | ---- | ---- | ---------------- |  | - | --- |  | - | --- |  | - | ---- | - |  | --- | --
|                             |  | Three Months EndedSeptember 30, |      | Change |      |   | Nine Months EndedSeptember 30, |  | Change |     
|                             |  | 2008                            |      |        | 2007 |   | 2008 versus 2007               |  |        | 2008 |   | 2007 |      | 2008 versus 2007 | 
|                             |  |                                 |      |        |      |   | $                              |  |        | %    |   |      |      |                  |  |   | $   |  |   | %   | 
|Income tax expense (benefit) |  | $                               | (0.4 | )      |      | $ | 0.5                            |  | $      | (0.9 | ) |      | (180 | %)               |  | $ | 0.3 |  | $ | 1.3 |  | $ | (1.0 | ) |  | (77 | %)

The $0.4 million income tax benefit recorded in the three months ended
September 30, 2008 versus the income tax expense of $0.5 million recorded in the same period last year primarily resulted from relative differences in the rates of taxation in the various foreign jurisdictions in which we generate revenue and a
release of tax reserves following the expiration of the applicable statute of limitations.

Discontinued Operations

In December 2007, we sold Static 2358 Holdings Ltd., which operated our PlayJam games business. In accordance with SFAS 144, the business unit has
been reclassified as a discontinued operation.

Business Segment Results

In March 2008, Nigel (Ben) Bennett was appointed as Chief Executive Officer after having served as Chief Operating Officer and Acting Chief Executive
Officer since August 2007. Accordingly, Mr. Bennett is our chief operating decision maker, or CODM. As part of a management change in August 2007, we reorganized our reporting units in an effort to provide management with better information for
allocating the companys resources and assessing performance in accordance with the new management teams strategic focus. Our CODM currently assesses our results and financial performance and reviews our internal budgeting reports on the
basis of two segments: middleware solutions and advertising solutions. We have prepared this segment analysis in accordance with SFAS 131 Disclosure about Segments of an Enterprise and Related Information, and accordingly, we have
restated the segment information for the prior periods presented in our interim financial statements.

Middleware solutions is composed of
set-top box middleware and embedded browser technologies, such as OpenTV Spyglass, as well as software components that are deployed at the network operators headend.

Advertising solutions has included our OpenTV Eclipse and Advision products, our PlayJam business, our NASCAR service and related technologies, our
PlayMonteCarlo betting and gaming channel, and our OpenTV Participate product. Beginning in 2007, we ceased operating our NASCAR service and the PlayMonteCarlo betting and gaming channel. In December 2007, we sold Static, which operated our PlayJam
games business. In accordance with SFAS 144, the financial results of our PlayJam games business have been reclassified as a discontinued operation in our financial statements for all periods presented.

Our management reviews and assesses the contribution margin of each of these segments, which is not a financial measure calculated in
accordance with GAAP. We define contribution margin for these purposes as segment revenues less related direct or indirect allocable costs, including personnel and personnel-related support costs, communications, facilities, maintenance and support,
consulting and subcontractor costs, travel, marketing and network infrastructure and bandwidth costs. There are significant judgments management makes with respect to the direct and indirect allocation of costs that may affect the calculation of
contribution margins. While management believes these and other related judgments are reasonable and appropriate, others could assess such matters differently.



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Contribution margin is a non-GAAP financial measure that excludes unallocated corporate support,
interest, taxes, depreciation and amortization, amortization of intangible assets, share-based compensation, impairment of goodwill, impairment of intangibles, other income, minority interest, restructuring provisions, and unusual items such as
contract amendments that mitigate potential loss positions. These exclusions reflect costs not considered directly allocable to individual business segments and result in a definition of contribution margin that does not take into account some of
the substantial costs of doing business. Management believes that segment contribution margin is a helpful measure in evaluating the performance of our business segments. While our management may consider contribution margin to be an important
measure of comparative operating performance, this measure should be considered in addition to, but not as a substitute for, profit (loss) from operations, net income (loss), cash flow and other measures of financial performance prepared in
accordance with GAAP that are presented in our financial statements. In addition, our calculation of contribution margin may be different from and not comparable to the calculation used by other companies.

Because these segments reflect the manner in which management reviews our business, they necessarily involve judgments that management believes are
reasonable in light of the circumstances under which they are made. These judgments may change over time or may be modified to reflect new facts or circumstances. Segments may also be changed or modified to reflect technologies and applications that
are newly created, or that change over time, or other business conditions that evolve, each of which may result in reassessing specific segments and the elements included within each of those segments. Recent events may affect the manner in which we
present segments in the future.

Middleware Solutions

Revenues and contribution margin of our middleware solutions segment were as follows (in millions, except percentages):



|                                           |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |      |   |  |   |      |  |    |  
|------------------------------------------ |  | ------------------------------- | ---- | - | ------ | - | ---- | ------------------------------ |  | - | ------ |  | --- | ---- |  | - | ---------------- | - | - | - | ---- | - |  | - | ---- |  | -- | -
|                                           |  | Three Months EndedSeptember 30, |      |   | Change |   |      | Nine Months EndedSeptember 30, |  |   | Change | 
|                                           |  | 2008                            |      |   | 2007   |   |      | 2008 versus 2007               |  |   | 2008   |  |     | 2007 |  |   | 2008 versus 2007 |  
|                                           |  |                                 |      |   |        |   |      | $                              |  | % |        |  |     |      |  |   |                  |   | $ |   | %    |  
|Royalties and licenses                     |  | $                               | 15.1 |   |        | $ | 14.9 |                                |  | $ | 0.2    |  | 1   | %    |  | $ | 52.3             |   |   | $ | 44.4 |   |  | $ | 7.9  |  | 18 | %
|Services and other                         |  |                                 | 8.8  |   |        |   | 5.8  |                                |  |   | 3.0    |  | 52  | %    |  |   | 25.2             |   |   |   | 18.2 |   |  |   | 7.0  |  | 38 | %
|                                           |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |      |   |  |   |      |  |    |  
|Total middleware solutions                 |  | $                               | 23.9 |   |        | $ | 20.7 |                                |  | $ | 3.2    |  | 15  | %    |  | $ | 77.5             |   |   | $ | 62.6 |   |  | $ | 14.9 |  | 24 | %
|                                           |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |      |   |  |   |      |  |    |  
|As percentage of total revenues            |  |                                 | 89   | % |        |   | 87   | %                              |  |   |        |  |     |      |  |   | 89               | % |   |   | 87   | % |  |   |      |  |    |  
|Contribution margin - middleware solutions |  | $                               | 9.3  |   |        | $ | 4.5  |                                |  | $ | 4.8    |  | 107 | %    |  | $ | 30.9             |   |   | $ | 15.6 |   |  | $ | 15.3 |  | 98 | %
|                                           |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |      |   |  |   |      |  |    |  

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Total revenues from the middleware solutions segment for the three months ended September 30, 2008 increased $3.2 million, or 15%, to $23.9 million.

Royalties and licenses revenues from the middleware solutions segment account for the majority of our overall royalties and licenses. Royalties and licenses from set-top box shipments and other product sales accounted
for 63% and 72% of segment revenues for the three months ended September 30, 2008 and 2007, respectively. Royalties and licenses from the middleware solutions segment for the three months ended September 30, 2008 increased $0.2 million, or
1%, to $15.1 million. As described under Royalties and licenses in Revenues above, the net increase was primarily due to an increase of $0.8 million from increased deployments of set-top boxes by Sky Italia; $0.5 million
resulting from the initial deployment of set-top boxes containing our middleware by Numericable in France; and an increase of $0.4 million resulting from increased deployments of middleware-related products by NET in Brazil. These increases were
partially offset by a decrease of $1.1 million from BSkyB reflecting decreased shipments of our software, particularly our PVR software; and a decrease of $0.6 million from EchoStar due to decreased set-top box deployments.

Services and other revenues accounted for 37% and 28% of segment revenues for the three months ended September 30, 2008 and 2007, respectively.
Services and other revenues from the middleware solutions segment for the three months ended September 30, 2008 increased $3.0 million, or 52%, to $8.8 million.



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The increases were primarily due to net increases of $1.5 million in services and other revenues from discrete development, integration and other
professional services engagements, in addition to an increase of $1.5 million in maintenance and support revenues from other middleware customers.

Costs associated with our middleware solutions segment consist primarily of personnel and personnel-related support costs and consulting and subcontractor costs incurred in connection with professional services
engagements. Total contribution margin for the middleware solutions segment for the three months ended September 30, 2008 increased $4.8 million, or 107%, to $9.3 million, primarily reflecting higher revenues generated in this segment and
decreased personnel and personnel-related support costs and consulting and subcontractor costs.

Nine Months ended September 30,
2008 versus Nine Months ended September 30, 2007. Total revenues from the middleware solutions segment for the nine months ended September 30, 2008 increased $14.9 million, or 24%, to $77.5 million.

Royalties and licenses revenues from the middleware solutions segment account for the majority of our overall royalties and licenses. Royalties and
licenses from set-top box shipments and other product sales accounted for 67% and 71% of segment revenues for the nine months ended September 30, 2008 and 2007, respectively. Royalties and licenses from the middleware solutions segment for the
nine months ended September 30, 2008 increased $7.9 million, or 18%, to $52.3 million. As described under Royalties and licenses in Revenues above, the increases were primarily due to an increase of $3.4 million from
Reliance in India through our license and distribution agreement with Nagravision SA; an increase of $0.9 million from BSkyB reflecting increased shipments of our software, particularly our PVR software; an increase of $2.2 million from
UGC resulting from final delivery of all licensed products during the fourth quarter of 2007 that allows us to recognize the royalties and licenses revenues from UGC as they are reported; an increase of $1.8 million from NET in Brazil resulting from
increased set-top box deployments; an increase of $1.4 million from Austar primarily due to the receipt of a late royalty report during the first quarter of 2008 for set-top boxes that were shipped during 2007 but not previously reported to us; and
an increase of $1.1 million from Multichoice Africa primarily due to a recent upgrade by this customer to our latest OpenTV Core2 middleware product and increased deployments of set-top boxes containing this product. These increases were partially
offset by a decrease of $2.0 million from EchoStar due to decreased set-top box deployments; a decrease of $0.6 million from Bell TV resulting from an amendment to our license agreement with Bell TV entered into during the first quarter of 2007
that converted the pricing model from an upfront royalty to a recurring subscription fee; a decrease of $0.8 million from Jupiter as the prior years period included a royalty prepayment for deployments of our video-on-demand product. Other
middleware customers accounted for a net increase of $0.5 million in revenue.

Services and other revenues accounted for 33% and 29% of
segment revenues for the nine months ended September 30, 2008 and 2007, respectively. Services and other revenues from the middleware solutions segment for the nine months ended September 30, 2008 increased $7.0 million, or 38%, to $25.2
million. The increases were primarily due to net increases of $4.0 million in services and other revenues from discrete development, integration and other professional services engagements, in addition to an increase of $3.0 million in maintenance
and support revenues from our middleware customers.

Costs associated with our middleware solutions segment consist primarily of personnel
and personnel-related support costs and consulting and subcontractor costs incurred in connection with professional services engagements. Total contribution margin for the middleware solutions segment for the nine months ended September 30,
2008 increased $15.3 million, or 98%, to $30.9 million, primarily reflecting higher revenues generated in this segment and decreased personnel and personnel-related support costs and consulting and subcontractor costs.



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Advertising Solutions

Revenues and contribution margin of our advertising solutions segment were as follows (in millions, except percentages):



|                                            |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |     |  
|------------------------------------------- |  | ------------------------------- | ---- | - | ------ | - | ---- | ------------------------------ |  | - | ------ | - |  | ---- | -- |  | ---------------- | ---- | - | - | - | ---- | - |  | - | --- |  | --- | -
|                                            |  | Three Months EndedSeptember 30, |      |   | Change |   |      | Nine Months EndedSeptember 30, |  |   | Change |  
|                                            |  | 2008                            |      |   | 2007   |   |      | 2008 versus 2007               |  |   | 2008   |   |  | 2007 |    |  | 2008 versus 2007 |     
|                                            |  |                                 |      |   |        |   |      | $                              |  |   | %      |   |  |      |    |  |                  |      |   | $ |   | %    |  
|Royalties and licenses                      |  | $                               | 1.4  |   |        | $ | 1.3  |                                |  | $ | 0.1    |   |  | 8    | %  |  | $                | 4.6  |   |   | $ | 3.7  |   |  | $ | 0.9 |  | 24  | %
|Services and other                          |  |                                 | 1.6  |   |        |   | 1.7  |                                |  |   | (0.1   | ) |  | (6   | %) |  |                  | 5.4  |   |   |   | 5.4  |   |  |   |    |  |    | %
|                                            |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |     |  
|Total advertising solutions revenues        |  | $                               | 3.0  |   |        | $ | 3.0  |                                |  | $ |       |   |  |     | %  |  | $                | 10.0 |   |   | $ | 9.1  |   |  | $ | 0.9 |  | 10  | %
|                                            |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |     |  
|As percentage of total revenues             |  |                                 | 11   | % |        |   | 13   | %                              |  |   |        |   |  |      |    |  |                  | 11   | % |   |   | 13   | % |  |   |     |  |     |  
|Contribution margin - advertising solutions |  | $                               | (0.1 | ) |        | $ | (0.1 | )                              |  | $ |       |   |  |     | %  |  | $                | 0.8  |   |   | $ | (1.0 | ) |  | $ | 1.8 |  | 180 | %
|                                            |  |                                 |      |   |        |   |      |                                |  |   |        |   |  |      |    |  |                  |      |   |   |   |      |   |  |   |     |  |     |  

Three Months ended September 30, 2008 versus Three Months ended September 30,
2007. Total revenues from the advertising solutions segment for the three months ended September 30, 2008 remained consistent with the same period in 2007.

Royalties and licenses revenues from the advertising solutions segment for the three months ended September 30, 2008 increased $0.1 million, or 8%, to $1.4 million. As described under Royalties and
licenses in Revenues above, the increase was primarily due to increased license revenues resulting from additional deployments of our OpenTV Eclipse product in the United States.

Services and other revenues from the advertising solutions segment for the three months ended September 30, 2008 decreased by $0.1 million, or 6%,
to $1.6 million. Maintenance and support revenues in this segment increased during the quarter by $0.8 million due to increased deployments of the OpenTV Eclipse product, but this increase was offset by a decrease in services and other revenues.

Total contribution margin for the advertising solutions segment for the three months ended September 30, 2008 remained consistent
with the same period in 2007.

Nine Months ended September 30, 2008 versus Nine Months ended September 30, 2007. Total
revenues from the advertising solutions segment for the nine months ended September 30, 2008 increased $0.9 million, or 10%, to $10.0 million.

Royalties and licenses revenues from the advertising solutions segment for the nine months ended September 30, 2008 increased $0.9 million, or 24%, to $4.6 million. As described under Royalties and
licenses in Revenues above, the increase was primarily due to increased license revenues resulting from additional deployments of our OpenTV Eclipse product in the United States.

Services and other revenues from the advertising solutions segment for the nine months ended September 30, 2008 remained unchanged at $5.4 million.
An increase of $1.3 million in maintenance and support revenues related to increased deployments of our OpenTV Eclipse product was offset by a decrease in services and other revenues.

Total contribution margin for the advertising solutions segment for the nine months ended September 30, 2008 improved $1.8 million, or 180%, to a
gain of $0.8 million as compared with the same period in 2007, primarily as a result of higher revenues and decreased costs in the segment.



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Reconciliation of Contribution Margin to Net Income (Loss)

Total contribution margin reconciled to net income (loss) on a GAAP basis was as follows (in millions):



|                                             |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |       |   |  |   |      |  |     |  
|-------------------------------------------- |  | ------------------------------- | ---- | - | ------ | - | ---- | ------------------------------ |  | - | ------ |  | --- | ---- |  | - | ---------------- | - | - | - | ----- | - |  | - | ---- |  | --- | -
|                                             |  | Three Months EndedSeptember 30, |      |   | Change |   |      | Nine Months EndedSeptember 30, |  |   | Change | 
|                                             |  | 2008                            |      |   | 2007   |   |      | 2008 versus 2007               |  |   | 2008   |  |     | 2007 |  |   | 2008 versus 2007 |  
|                                             |  |                                 |      |   |        |   |      | $                              |  | % |        |  |     |      |  |   |                  |   | $ |   | %     |  
|Total contribution margin                    |  | $                               | 9.2  |   |        | $ | 4.4  |                                |  | $ | 4.8    |  | 109 | %    |  | $ | 31.7             |   |   | $ | 14.6  |   |  | $ | 17.1 |  | 117 | %
|Unallocated corporate overhead               |  |                                 | (5.5 | ) |        |   | (7.7 | )                              |  |   |        |  |     |      |  |   | (18.0            | ) |   |   | (18.5 | ) |  |   |      |  |     |  
|Restructuring and impairment costs           |  |                                 |     |   |        |   |     |                                |  |   |        |  |     |      |  |   | (0.6             | ) |   |   |      |   |  |   |      |  |     |  
|Depreciation and amortization                |  |                                 | (1.0 | ) |        |   | (0.9 | )                              |  |   |        |  |     |      |  |   | (3.1             | ) |   |   | (2.8  | ) |  |   |      |  |     |  
|Amortization of intangible assets            |  |                                 | (0.8 | ) |        |   | (1.5 | )                              |  |   |        |  |     |      |  |   | (2.8             | ) |   |   | (4.9  | ) |  |   |      |  |     |  
|Share-based and non-cash compensation        |  |                                 | (0.3 | ) |        |   | (0.5 | )                              |  |   |        |  |     |      |  |   | (2.2             | ) |   |   | (2.8  | ) |  |   |      |  |     |  
|Interest income                              |  |                                 | 0.5  |   |        |   | 1.2  |                                |  |   |        |  |     |      |  |   | 1.9              |   |   |   | 2.4   |   |  |   |      |  |     |  
|Other income                                 |  |                                 | (1.5 | ) |        |   | 0.7  |                                |  |   |        |  |     |      |  |   | 0.7              |   |   |   | 0.7   |   |  |   |      |  |     |  
|Minority interest                            |  |                                 |     |   |        |   |     |                                |  |   |        |  |     |      |  |   |                 |   |   |   |      |   |  |   |      |  |     |  
|                                             |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |       |   |  |   |      |  |     |  
|Profit (loss) before income taxes            |  |                                 | 0.6  |   |        |   | (4.3 | )                              |  |   |        |  |     |      |  |   | 7.6              |   |   |   | (11.3 | ) |  |   |      |  |     |  
|Income tax expense                           |  |                                 | (0.4 | ) |        |   | 0.5  |                                |  |   |        |  |     |      |  |   | 0.3              |   |   |   | 1.3   |   |  |   |      |  |     |  
|                                             |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |       |   |  |   |      |  |     |  
|Net income (loss) from continuing operations |  |                                 | 1.0  |   |        |   | (4.8 | )                              |  |   |        |  |     |      |  |   | 7.3              |   |   |   | (12.6 | ) |  |   |      |  |     |  
|Net loss from discontinued operations        |  |                                 |     |   |        |   | (3.4 | )                              |  |   |        |  |     |      |  |   |                 |   |   |   | (3.6  | ) |  |   |      |  |     |  
|                                             |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |       |   |  |   |      |  |     |  
|Net income (loss) from continuing operations |  | $                               | 1.0  |   |        | $ | (8.2 | )                              |  |   |        |  |     |      |  | $ | 7.3              |   |   | $ | (16.2 | ) |  |   |      |  |     |  
|                                             |  |                                 |      |   |        |   |      |                                |  |   |        |  |     |      |  |   |                  |   |   |   |       |   |  |   |      |  |     |  

Deferred Revenue

When we apply our revenue recognition policy, we must determine which portions of our revenue are recognized currently and which portions must be deferred, principally in accordance with Statement of Position (SOP)
97-2, Software Revenue Recognition, SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and SEC Staff Accounting Bulletin (SAB) No. 104, Revenue
Recognition. In order to determine current and deferred revenue, we make judgments and estimates with regard to future product and services deliverables and the appropriate valuation of those deliverables.

Some of our contractual arrangements with our customers involve multiple elements that impact the timing of recognition of revenues received from such
customers, including, for example, our arrangements with Essel Group (which operates the DishTV network in India), FOXTEL in Australia and Comcast and Time Warner in the United States. At the time that a multiple-element arrangement is entered into,
we make a determination as to whether vendor specific objective evidence, or VSOE, of fair value exists for each of the elements involved in the arrangement. To the extent VSOE does not exist for any undelivered elements, then all or portions of the
amounts that we invoice under the applicable arrangement are generally deferred and recognized as revenue over time. For example, some of our arrangements provide for the delivery of future specified products and services, for which VSOE of fair
value does not exist. In addition, some of our contracts include maintenance and support offerings, for which VSOE of fair value does not exist. In instances where VSOE of fair value for maintenance and support does not exist, we will generally
recognize all revenues from the arrangement either over the remaining contractual period of support or over the remaining period during which maintenance and support is expected to be provided, once all other specified deliverables have been
delivered. In instances where VSOE of fair value for maintenance and support exists and there are future specified products and services for which VSOE of fair value does not exist, we will generally recognize all revenues upon the final delivery of
the future specified products and services, except for the fair value of the revenues relating to the remaining undelivered maintenance and support, which will be recognized over the remaining period of support.

As of September 30, 2008, we recorded a balance of $30.5 million in deferred revenue compared with $24.1 million as of December 31,
2007. Based on our current estimates, we expect the following recognition of this deferred revenue balance (in millions):



|                                           |  |                                         |     
|------------------------------------------ |  | --------------------------------------- | ----
|                                           |  | Expected Recognitionof Deferred Revenue
|Through September 30, 2009                 |  | $                                       | 17.1
|October 1, 2009 through September 30, 2010 |  |                                         | 8.1 
|Thereafter                                 |  |                                         | 5.3 
|                                           |  |                                         |     
|                                           |  | $                                       | 30.5
|                                           |  |                                         |     



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In order to determine the expected recognition of deferred revenue set forth in the foregoing table, we
make judgments and estimates regarding, among other things, future product and services deliverables, the appropriate valuation of those products and services and expected changes in customer requirements. These judgments and estimates could differ
from actual events, particularly those that involve factors outside of our control. As a result, the actual revenue recognized from these arrangements, and the timing of that recognition may differ from the amounts identified in this table. While
management believes that this information is a helpful measure in evaluating the companys performance, investors should understand that unless, and until, the company is actually able to recognize these amounts as revenue in accordance with
GAAP, there can be no assurance that the conditions to recognizing that revenue will be satisfied.

Liquidity and Capital Resources

We expect to be able to fund our operating and capital requirements for at least the next twelve months by using existing cash balances and short-term and
long-term marketable debt securities, if our assumptions about our revenues, expenses and cash commitments are generally accurate. Because we cannot be certain that our assumptions about our business or the interactive television and advertising
solutions markets in general will prove to be accurate, our funding requirements may differ from our current expectations.

Our primary
source of cash from operations is royalty payments from customers. The primary uses of cash are personnel and personnel-related costs, subcontractor and consulting costs, facilities costs, and capital expenditures.

The mix of cash and short-term and long-term investments may change in the future as we make decisions regarding the composition of our investment
portfolio. We use professional investment management firms to manage a significant portion of our invested cash. The portfolio consists of highly liquid, high-quality investment grade securities of the United States government and agencies,
corporate notes and bonds and certificates of deposit that predominantly have maturities of less than three years. All investments are made in accordance with our written investment policy, which has been approved by our board of directors.

The mix of cash and short-term and long-term securities was as follows, which may change in the future as we make decisions regarding the
composition of our investment portfolio (in millions, except percentages):



|                                                                          |  |                                 |      |                  |        |       |        |  |   |       |   |  |     |   
|------------------------------------------------------------------------- |  | ------------------------------- | ---- | ---------------- | ------ | ----- | ------ |  | - | ----- | - |  | --- | --
|                                                                          |  | September 30,2008               |      | December 31,2007 |        |       | Change | 
|                                                                          |  |                                 |      |                  |        |       | $      |  |   | %     |  
|Cash and cash equivalents                                                 |  | $                               | 88.7 |                  | $      | 58.6  |        |  | $ | 30.1  |   |  | 51  | % 
|Short-term marketable debt securities                                     |  |                                 | 7.9  |                  |        | 20.4  |        |  |   | (12.5 | ) |  | (61 | %)
|Long-term marketable debt securities                                      |  |                                 | 2.1  |                  |        | 2.8   |        |  |   | (0.7  | ) |  | (25 | %)
|                                                                          |  |                                 |      |                  |        |       |        |  |   |       |   |  |     |   
|Total cash portfolio                                                      |  | $                               | 98.7 |                  | $      | 81.8  |        |  | $ | 16.9  |   |  | 21  | % 
|                                                                          |  |                                 |      |                  |        |       |        |  |   |       |   |  |     |   
|                                                                          |  |                                
|                                                                          |  | Nine Months Ended September 30, |      |                  | Change |      
|                                                                          |  | 2008                            |      | 2007             |        |       | $      |  |   | %     |  
|Cash provided by operating activities for continuing operations           |  | $                               | 5.4  |                  | $      | 2.8   |        |  | $ | 2.6   |   |  | 93  | % 
|Cash provided by (used in) investing activities for continuing operations |  | $                               | 11.2 |                  | $      | (10.8 | )      |  | $ | 22.0  |   |  | 204 | % 
|Cash provided by financing activities for continuing operations           |  | $                               | 13.9 |                  | $      | 5.5   |        |  | $ | 8.4   |   |  | 153 | % 

Cash provided by operating activities

The increase of $2.6 million in net cash provided by operating activities for continuing operations during the nine months ended September 30, 2008
as compared to the same period in 2007 was primarily attributable to a $17.0 million improvement in net income (loss), net of non-cash items, partially offset by a $8.3 million increase in the changes in accounts receivable, a $2.6 million
decrease in the changes in deferred revenue, and a net increase of $3.5 million in changes of other current assets and liabilities.



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Cash provided by (used in) investing activities

The increase of $22.0 million in net cash provided by (used in) investing activities for continuing operations during the nine months ended
September 30, 2008 as compared to the same period in 2007 primarily represented a $21.4 million increase in net proceeds from the sales of marketable debt securities and $1.9 million in cash received from the sale of a cost investment, which
were partially offset by an increase in capital expenditures of $1.2 million and $0.1 million used for the acquisition of Ruzz, net of cash acquired.

Cash provided by financing activities

The increase of $8.4 million in net cash provided by financing activities for
continuing operations during the nine months ended September 30, 2008 as compared to the same period in 2007 was primarily due to the $14.3 million capital contribution received from Liberty Media in February 2008 compared to the $5.4 million
capital contribution received in January 2007, which was partially offset by a decrease of $0.2 million in proceeds from employee stock option exercises. During the nine months ended September 30, 2008, we paid $0.5 million to repurchase
332,258 restricted Class A ordinary shares that vested under the 2007 Management Bonus and Equity Issuance Plan, or the 2007 Plan, in order to satisfy applicable withholding taxes. During the nine months ended September 30, 2007, we
repurchased 1,150,000 stock options for $0.2 million from a former executive officer in connection with his departure.

Commitments and Contractual
Obligations

Information as of September 30, 2008 concerning the amount and timing of required payments under our contractual
obligations is summarized below (in millions):



|                                    |  |       |      |                                     |   |                  |  |                  |     |                     |   |     |  |   |  
|----------------------------------- |  | ----- | ---- | ----------------------------------- | - | ---------------- |  | ---------------- | --- | ------------------- | - | --- |  | - | -
|                                    |  | Total |      | Due inremaining threemonths in 2008 |   | Due in 2009-2010 |  | Due in 2011-2012 |     | Due in 2013or after
|Operating leases obligations        |  | $     | 9.8  |                                     | $ | 1.2              |  | $                | 6.9 |                     | $ | 1.7 |  | $ | 
|Noncancellable purchase obligations |  |       | 0.3  |                                     |   | 0.3              |  |                  |    |                     |   |    |  |   | 
|                                    |  |       |      |                                     |   |                  |  |                  |     |                     |   |     |  |   |  
|Total contractual obligations       |  | $     | 10.1 |                                     | $ | 1.5              |  | $                | 6.9 |                     | $ | 1.7 |  | $ | 
|                                    |  |       |      |                                     |   |                  |  |                  |     |                     |   |     |  |   |  

We have the right to terminate, without penalty, one of our operating leases prior to its
scheduled expiration. If we exercise this early termination right in 2009, our future minimum lease commitments would be reduced by an aggregate of $0.6 million over the current remaining life of that lease. We have not yet made any determination as
to whether we intend to exercise such right. If we do exercise such right, while our commitments under this specific lease would be reduced, we might also be required to lease additional space to conduct our business, and we cannot be certain at
this time whether any such actions would possibly result in a net increase in our future minimum lease commitments.

In the ordinary course
of business, we enter into various arrangements with vendors and other business partners for marketing and other services. Future minimum commitments under these arrangements as of September 30, 2008 were $0.3 million for the year ending
December 31, 2008. In addition, we also have arrangements with certain parties that provide for revenue sharing payments.

As of
September 30, 2008, we had three standby letters of credit aggregating approximately $1.2 million, two of which were issued to landlords of our leased properties, and one of which was issued to a sublessee at our New York facility, which we had
vacated in the second quarter of 2005. We pledged two certificates of deposit aggregating approximately $1.3 million, which were included under short-term marketable debt securities, as collateral in respect of these standby letters of credit.

Indemnification

In the ordinary
course of our business, we provide indemnification to customers, subject to limitations, against claims of intellectual property infringement made by third parties arising from the use of our products. Costs related to these indemnification
provisions are sometimes difficult to estimate. While we have not historically experienced significant costs for these matters, there may be occasions in the



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ordinary course of our business where we assume litigation and other costs on behalf of our customers that could have an adverse effect on our financial
position depending upon the outcome of any specific matter. We ordinarily seek to limit our liabilities in those arrangements in various respects, including monetarily, but the costs associated with any type of intellectual property indemnification
arrangement continue to escalate in general, and especially in the technology sector.

As permitted under the laws of the British Virgin
Islands, we have agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required
to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that mitigates our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of
these indemnification agreements in excess of applicable insurance coverage is not material.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

We are exposed to financial market risks. This exposure relates to our holdings of fixed income investment securities and assets and liabilities denominated in foreign currencies.

Fixed Income Investment Risk

We own a fixed income
investment portfolio with various holdings, types and maturities. These investments are generally classified as available-for-sale. Available-for-sale securities are recorded on the balance sheet at fair value with unrealized gains or losses, net of
tax, included as a separate component of the balance sheet line item titled accumulated other comprehensive income (loss).

Most of these investments consist of a diversified portfolio of highly liquid United States dollar-denominated debt securities classified by maturity as cash equivalents, short-term investments or long-term investments. These debt
securities are not leveraged and are held for purposes other than trading. Our investment policy limits the maximum maturity of securities in this portfolio to three years and weighted-average maturity to 15 months. Although we expect that
market value fluctuations of our investments in short-term debt obligations will not be significant, a sharp rise in interest rates could have a material adverse effect on the value of securities with longer maturities in the portfolio.
Alternatively, a sharp decline in interest rates could have a material positive effect on the value of securities with longer maturities in the portfolio. We do not currently hedge interest rate exposures.

Our investment policy limits investment concentration in any one issuer (other than with respect to United States treasury and agency securities) and
also restricts this part of our portfolio to investment grade obligations based on the assessments of rating agencies. There have been instances in the past where the assessments of rating agencies have failed to anticipate significant defaults by
issuers. It is possible that we could lose most or all of the value in an individual debt obligation as a result of a default. A loss through a default may have a material impact on our earnings even though our policy limits investments in the
obligations of a single issuer to no more than five percent of the value of our portfolio.

The following table presents the hypothetical
changes in fair values in our portfolio of investment securities with original maturities greater than 90 days as of September 30, 2008 using a model that assumes immediate sustained parallel changes in interest rates across the range of
maturities (in thousands):



|                           |  |                                   |        |                                                    |   |                                                    |  |                                                    |       |                                                    |   |        |  |   |      
|-------------------------- |  | --------------------------------- | ------ | -------------------------------------------------- | - | -------------------------------------------------- |  | -------------------------------------------------- | ----- | -------------------------------------------------- | - | ------ |  | - | -----
|                           |  | Fair Value asof September 30,2008 |        | Valuation ofSecurities ifInterest RatesDecrease 1% |   | Valuation ofSecurities ifInterest RatesIncrease 1% |  | Valuation ofSecurities ifInterest RatesDecrease 2% |       | Valuation ofSecurities ifInterest RatesIncrease 2%
|Marketable debt securities |  | $                                 | 10,020 |                                                    | $ | 10,064                                             |  | $                                                  | 9,976 |                                                    | $ | 10,108 |  | $ | 9,932



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The modeling technique used in the above table estimates fair values based on changes in interest rates
assuming static maturities. The fair value of individual securities in our investment portfolio is likely to be affected by other factors including changes in ratings, market perception of the financial strength of the issuers of such securities and
the relative attractiveness of other investments. Accordingly, the fair value of our individual securities could also vary significantly in the future from the amounts indicated above.

Foreign Currency Exchange Rate Risk

We transact business in various foreign countries. We incur a
substantial majority of our expenses, and earn most of our revenues, in United States dollars. Although a majority of our worldwide customers are invoiced and make payments in United States dollars, some of our customer contracts provide for
payments to be remitted in local currency. As of September 30, 2008, we held approximately $12.8 million of various foreign currencies as a result of our worldwide operations.

We have a foreign currency exchange exposure management policy. The policy permits the use of foreign currency forward exchange contracts and foreign
currency option contracts and the use of other hedging procedures in connection with hedging foreign currency exposures. The policy requires that the use of derivatives and other procedures qualify for hedge treatment under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities.During the three months ended September 30, 2008, we did not use foreign currency forward exchange contracts, options in hedging foreign currency exposures, or
other hedging procedures. However, we regularly assess our foreign currency exchange rate risk that results from our global operations, and we may in the future elect to make use of appropriate hedging strategies.



|Item 4. | Controls and Procedures
|------- | -----------------------

Management of the company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Based on
their evaluation as of September 30, 2008, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended) were effective.

There were no changes in our internal control over financial reporting during the quarter ended
September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors
and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected.

Part II. Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

The
information set forth in this Section has been included only to the extent that it reflects a significant update of information previously set forth in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008. To the extent that we do not have any significant changes in the legal proceedings referred to in such Annual Report or Quarterly Reports, we have not restated
the description of those proceedings. That determination not to so restate those descriptions should not be taken as a representation that we have resolved the matter or that it is no longer a contingency. In addition, any update to the legal
proceedings referred to below does not necessarily mean that the information contained in the update is material; rather, we have determined that the updated information is relevant to a fair



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assessment of the matter and is intended to provide our investors with a reasonable understanding of the nature of the legal proceeding as we understand
it on the date of this Quarterly Report.

There is no significant update to the information previously set forth under the caption
Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008.



|Item 1A. | Risk Factors
|-------- | ------------

Based on
information available to management as of the date of this Quarterly Report on Form 10-Q, management has determined that no material changes are required to the risk factor disclosure as reported in our Annual Report on Form 10-K for the
year ended December 31, 2007.



|Item 5. | Other Information
|------- | -----------------

On
November 5, 2008, we entered into a new employment agreement with Nigel (Ben) Bennett, who has served as our Chief Executive Officer since March 2008. This agreement replaces a prior agreement dated December 10, 2007 pursuant to which
Mr. Bennett served as our Acting Chief Executive Officer. In addition, effective as of November 5, 2008, Mr. Bennett was appointed to serve on our board of directors and on the executive committee of our board of directors.

Under the employment agreement, Mr. Bennetts annual salary, effective as of March 2008, is $475,000. An annual target bonus
amount will be established by our compensation and nominating committee prior to the year in which such bonus applies. For 2008, Mr. Bennetts target bonus is $300,000. Under the employment agreement, we agreed to grant Mr. Bennett
100,000 restricted Class A ordinary shares under the OpenTV Corp. 2005 Incentive Plan. Such shares shall be subject to the terms and conditions of a restricted share agreement, which terms and conditions include, among other things,
restrictions on the sale, transfer or assignment of such shares. Such restrictions lapse as to one-third of the restricted shares on March 5, 2009 and as to an additional one-third of the restricted shares on each of March 5, 2010 and
March 5, 2011. In addition, we agreed to grant to Mr. Bennett, subject to the availability of sufficient shares under our 2005 Incentive Plan, awards of 100,000 restricted Class A ordinary shares on the first business day following
each of January 1, 2009, January 1, 2010 and January 1, 2011. The restrictions in respect of each grant will lapse as to one-third of the restricted shares on each anniversary of the applicable grant date. We also agreed to
reimburse Mr. Bennett for lease payments and reasonable operating expenses for a company car.

Mr. Bennetts employment
agreement provides for an initial term of employment of one year and will automatically renew for successive one-year periods, unless either Mr. Bennett or we give notice of non-renewal no later than twelve (12) months prior to the end of
the then current employment term. Notwithstanding the notice period, we may relieve Mr. Bennett of his employment duties during the notice period, provided that we pay him a lump sum equal to the amount of his base salary that Mr. Bennett
would have earned had he remained employed during the notice period. If Mr. Bennetts employment is terminated by us other than for cause, death or disability or if Mr. Bennett resigns his employment due to a material reduction in his
base salary or his authority, duties or responsibilities, then Mr. Bennett would receive the following:



| |  |  | payment for all unpaid salary, reimbursable business expenses not theretofore paid and accrued vacation time up to the date of termination;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a lump sum payment equal to 12 months of his then current annual salary and, in lieu of any bonus payment, a lump sum payment equal to 65% of his annual salary then
in effect (plus, in the event that we have relieved Mr. Bennett of his duties during the notice period described above, an additional lump sum in lieu of any bonus payment for the notice period that is calculated in the same manner but pro
rated for the period of time during which he was so relieved);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | immediate removal of restrictions on sale, transfer or assignment applicable to any of our restricted shares held by Mr. Bennett, which restrictions would have
lapsed during the 12-month period following termination;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | on the 12-month anniversary of the date of termination, removal of any remaining restrictions on sale, transfer or assignment applicable to any of our restricted
shares issued to Mr. Bennett under the terms of the employment agreement;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | immediate vesting of any stock options granted prior to termination that would have vested during the 12-month period following termination;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued exercisability of vested stock options until the earlier of the 12-month anniversary of the date of termination and the applicable expiration of such
stock options; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reimbursement of a portion of his health coverage payments for up to 12 months after termination.
| | - |  | -------------------------------------------------------------------------------------------------

If Mr. Bennetts employment is terminated due to his death or disability, as those terms are defined in his employment agreement, then
Mr. Bennett would receive the following:



| |  |  | payment for all unpaid salary, reimbursable business expenses not theretofore paid and accrued vacation time up to the date of termination;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a lump sum payment equal to 6 months of his then current annual salary and, in lieu of any bonus payment, a lump sum payment equal to 65% of his then current annual
salary pro rated for the number of months worked during the applicable calendar year before the termination date; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | immediate vesting of all restricted shares granted under the terms of the employment agreement.
| | - |  | -----------------------------------------------------------------------------------------------

Our payment of the foregoing benefits is contingent upon Mr. Bennett, or if applicable his estate or legal representative, signing a full and
complete waiver and release in our favor. No benefits are payable upon any termination of Mr. Bennett for cause or if Mr. Bennett resigns other than for good reason, as those terms are defined in the employment agreement.

Mr. Bennetts employment agreement and form of restricted share agreement are included herein as Exhibits 10.1 and 10.2, respectively, and are
each incorporated herein by reference. The foregoing descriptions of Mr. Bennetts employment agreement and restricted share agreement are qualified in their entirety by reference to the full text of each such agreement.



|Item 6. | Exhibits
|------- | --------

(a) Exhibits. Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):



|     |  |                                                                                    
|---- |  | -----------------------------------------------------------------------------------
|     | 
|10.1 |  | Employment Agreement, dated November 5, 2008, between OpenTV Corp. and Ben Bennett*
|     | 
|10.2 |  | Form of Restricted Share Agreement between OpenTV Corp. and Ben Bennett*           
|     | 
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification*                                            
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification*                                            
|     | 
|32   |  | Section 1350 Certification*                                                        



|* | Filed herewith
|- | --------------



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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |  |  |              |  |                             
|---------------------- |  |  |  | ------------ |  | ----------------------------
|                       |  |  |  | OpenTV Corp.
|                       |  |  | 
|Date: November 6, 2008 |  |  |  | By:          |  | /s/ Shum Mukherjee          
|                       |  |  |  |              |  | Shum Mukherjee              
|                       |  |  |  |              |  | Executive Vice President and
|                       |  |  |  |              |  | Chief Financial Officer     



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Exhibit Index



|              |  |                                                                                    
|------------- |  | -----------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                        
|              | 
|10.1          |  | Employment Agreement, dated November 5, 2008, between OpenTV Corp. and Ben Bennett*
|              | 
|10.2          |  | Form of Restricted Share Agreement between OpenTV Corp. and Ben Bennett*           
|              | 
|31.1          |  | Rule 13a-14(a)/15d-14(a) Certification*                                            
|              | 
|31.2          |  | Rule 13a-14(a)/15d-14(a) Certification*                                            
|              | 
|32            |  | Section 1350 Certification*                                                        



|* | Filed herewith
|- | --------------



49