FIRST AMENDMENT TO LICENSING AND MARKETING AGREEMENT

Exhibit 10.73

FIRST AMENDMENT TO LICENSING AND MARKETING AGREEMENT

This FIRST AMENDMENT TO THE LICENSING AND MARKETING AGREEMENT (this “First Amendment”) is made and entered into as of March 22, 2006 by and among Comcast STB Software DVR, LLC, Comcast Corporation and TiVo Inc. (collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into that certain Licensing and Marketing Agreement having an effective date of March 15, 2005 (the “Agreement”); and

WHEREAS, the Initial TIMS Statement of Work provides for two phases of development;

WHEREAS, the first phase contemplates acceptance of significant interactive advertising functionality on or about the second anniversary of the effective date of the Agreement;

WHEREAS, the second phase of development contemplates acceptance of additional interactive advertising functionality on or about the third anniversary of the effective date of the Agreement; and

WHEREAS, the Parties wish to further modify and amend the Agreement as explicitly set forth in this First Amendment.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT

Unless stated otherwise, capitalized terms used herein shall have the meanings set forth in the Development Agreement.

IN WITNESS WHEREOF, the undersigned Parties have caused this First Amendment to be executed by their duly authorized representatives.