Second Consolidated Amendment to Marketing Agreement



 EXHIBIT 10.1 
  
 CONFIDENTIAL 
  
 SECOND CONSOLIDATED AMENDMENT TO MARKETING AGREEMENT

  
 This SECOND CONSOLIDATED
AMENDMENT TO THE MARKETING AGREEMENT (this “Second Amendment”) is made and entered into as of June 30, 2003 (the “Second Amendment Effective
Date”) by and between DIRECTV, INC., a California corporation (“DIRECTV”), and TIVO INC., a Delaware corporation (“TiVo”) (collectively, the
“Parties”). 
  
 RECITALS

  
 WHEREAS, the Parties
entered into that certain Marketing Agreement having an effective date of April 13, 1999 (the “Marketing Agreement”); 
  
 WHEREAS, the Parties have previously clarified the Marketing Agreement via letter agreements dated September 28, 2001
(the “September 2001 Letter Agreement”) and January 7, 2002 (the “January 2002 Letter Agreement”); 
  
 WHEREAS, the Parties have previously amended the Marketing Agreement via that certain Amendment to Marketing
Agreement and Tax Agreement dated February 15, 2002 (the “First Amendment”), which incorporated some of the clarifications of the September 2001 Letter Agreement relevant to the Marketing Agreement and all of the clarifications of the
January 2002 Letter Agreement relevant to the Marketing Agreement; and 
  
 WHEREAS, the Parties wish to set forth the prior clarifications of the September 2001 Letter Agreement relevant to the Marketing Agreement herein, and further amend certain provisions in the Marketing
Agreement. 
  
 NOW,
THEREFORE, the Parties agree as follows: 
  
 AGREEMENT 
  
 Unless stated
otherwise, capitalized terms used herein shall have the meanings set forth in the Marketing Agreement. 
  
 1.    PERMANENT REVENUE SHARE FOR TIVO STAND-ALONE
RECEIVER.    The last sentence of Section 4.1.2 of the Marketing Agreement is deleted and replaced in its entirety with the following: 
  
 “ “Stand-Alone Revenue Attributable to DIRECTV” shall be defined as, for any particular month, an amount
equal to the total subscription revenue received by TiVo during such month for subscription fees paid for the TiVo Service (including all subscription fees received for subscription to the TiVo Service for terms longer than one (1) month) for all
DIRECTV/TiVo Subscribers utilizing the TiVo Stand-Alone Receiver (as determined by the number of TiVo Stand-Alone Receivers which “self-report” the use of a DIRECTV head-end during TiVo Service set-up) that have activated the TiVo Service
on or prior to June 30, 2003. For the sake of clarity, Stand-Alone Revenue Attributable to DIRECTV shall not include any revenues received by 
  

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 CONFIDENTIAL 
  
 TiVo from DIRECTV/TiVo Subscribers utilizing the TiVo Stand-Alone Receiver that activate any TiVo Service subscription, or
initiate use of a DIRECTV head-end, on or after July 1, 2003.” 
  
 2.    FIRST AMENDMENT CORRECTION.    The Parties acknowledge and agree that the reference to “Section 2.2(e)” in Section I.D.2 of
the First Amendment is incorrect and that Section 3.0 of the Marketing Agreement has been superceded and replaced by Section 2.3(d) of that certain Services Agreement by and between the Parties dated February 15, 2002. 
  
 3.    CONFIRMATION OF
TERMINATION OF CERTAIN PROVISIONS.    The Parties confirm that the provisions of Sections 4.1.3 and 4.3 of the Marketing Agreement were terminated on the date of the
First Amendment. 
  
 4.    RIGHT OF REPURCHASE.    The Parties acknowledge and agree that TiVo’s Right of Repurchase under Section 5.2 of the Marketing
Agreement has terminated. 
  
 5.    NOTICES.    Section 12.6 of the Marketing Agreement and Section 10.5 of Schedule 2.5(a) of the Marketing Agreement are each amended by deleting the notice
information pertinent to TiVo and replacing it with the following: 
  
 “TIVO 
  
 TiVo Inc. 
 2160 Gold Street 
 Alviso CA 95002 
 ATTN: CEO 
 Fax: (408) 519-5333 
 cc: General Counsel” 
  
 6.    EFFECT OF AMENDMENT.    Except as expressly modified herein, all other terms and conditions of the Marketing Agreement shall remain in
full force and effect. 
  
 IN WITNESS
WHEREOF, TiVo and DIRECTV have duly executed this Second Amendment by their respective duly authorized officers. This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same original. 
  

	TIVO INC.	 	 	 	DIRECTV, INC.
					
	By:	 	 /s/ Edward Lichty
	 	 	 	By:	 	 /s/ S.A. Campbell

	 	
	 	 	 	 	



	 	 	 	 	 
					
	Printed Name:	 	 Edward Lichty
	 	 	 	Printed Name:	 	 S.A. Campbell

	 	
	 	 	 	 	



	 	 	 	 	 
					
	Title:	 	 VP, Business Development
	 	 	 	Title:	 	 Sr. VP, Programming

	 	
	 	 	 	 	


  

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