ITEM 1.01. Entry into a Material Definitive Agreement.

On July 7, 2009, we entered into the Master Marketing and Development Agreement (the "Marketing Agreement"), with Best Buy Stores, L.P., which amends and supplements that certain Vendor Agreement, as amended, dated as of March 3, 2002 (the "Vendor Agreement"), with Best Buy Purchasing, L.L.C. Pursuant to this Marketing Agreement, during the term, Best Buy has agreed to make a significant increased annual marketing commitment to promote and market TiVo DVRs in the Best Buy retail channel and in exchange TiVo has agreed to provide Best Buy with an on-going promotional presence on the TiVo service as well as continued revenue share payments based primarily on the number of TiVo service subscriptions acquired from Best Buy sales during the term of the Marketing Agreement.

Also as part of the Marketing Agreement, we have agreed to work together with Best Buy to investigate a number of development initiatives around integrating existing and future Best Buy digital services on the TiVo DVRs and the TiVo service. Additionally, we have agreed to investigate with Best Buy the development of an interactive television application for potential deployment on future broad-band enabled consumer electronics devices such as televisions and Blu-Ray recorders. The Marketing Agreement has an initial term of five
(5) years, but may be terminated sooner by either party subject to certain conditions.

The foregoing description of the Marketing Agreement is qualified in its entirety by reference to the provisions of the Marketing Agreement that will be filed as an exhibit with the Company's Form 10-Q for the fiscal quarter ended July 31, 2009.

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