SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 13)

GEMSTAR – TV GUIDE INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

36866W 10 6

(CUSIP Number)

Lawrence A. Jacobs, Esq.

News Corporation

1211 Avenue of the Americas

New York, New York 10036

(212) 852-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS             News Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

Number Of   Shares   Beneficially   Owned By   Each   Reporting   Person	7    SOLE VOTING POWER                 174,931,474
	8    SHARED VOTING POWER                 See Item 5(b)
	9    SOLE DISPOSITIVE POWER                 174,931,474
	10    SHARED DISPOSITIVE POWER                 See Item 5(b)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             174,931,474
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             Approximately 40.8%
14	TYPE OF REPORTING PERSON             CO

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1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS             Fox Television Stations, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS             Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

Number Of   Shares   Beneficially   Owned By   Each   Reporting   Person	7    SOLE VOTING POWER                 174,931,474
	8    SHARED VOTING POWER                 See Item 5(b)
	9    SOLE DISPOSITIVE POWER                 174,931,474
	10    SHARED DISPOSITIVE POWER                 See Item 5(b)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             174,931,474
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             Approximately 40.8%
14	TYPE OF REPORTING PERSON             CO

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No.13)

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

GEMSTAR—TV GUIDE INTERNATIONAL, INC.

Introductory Statement

This Amendment No. 13 to the Statement on Schedule 13D relates to the Common Stock, par value $.01 per share (“Common Stock”), of Gemstar—TV Guide International, Inc., a Delaware corporation (the “Issuer”). This Amendment amends and supplements (i) the Statement originally filed on July 24, 2000 with the Securities and Exchange Commission (the “Commission”) by The News Corporation Limited (“TNCL”), K. Rupert Murdoch and Sky Global Holdings, Inc. (formerly named Sky Global Networks, Inc.) (“SGH”), (ii) Amendment No. 1 to the Statement filed on October 10, 2000 with the Commission by TNCL, K. Rupert Murdoch and SGH, (iii) Amendment No. 2 to the Statement filed on May 17, 2001 with the Commission by TNCL, K. Rupert Murdoch, SGH and News Publishing Australia Limited (“NPAL”), (iv) Amendment No. 3 to the Statement filed on December 7, 2001 with the Commission by TNCL, K. Rupert Murdoch, SGH and NPAL (collectively, the “News Entities”), (v) Amendment No. 4 to the Statement filed on August 14, 2002 with the Commission by the News Entities, (vi) Amendment No. 5 to the Statement filed on October 10, 2002 with the Commission by the News Entities, (vii) Amendment No. 6 to the Statement filed on November 12, 2002 with the Commission by the News Entities, (viii) Amendment No. 7 to the Statement filed on April 21, 2003 with the Commission by the News Entities, (ix) Amendment No. 8 to the Statement filed on May 23, 2003 with the Commission by the News Entities, (x) Amendment No. 9 to the Statement filed on November 12, 2004 with the Commission by News Corporation, TVGH Holdco, Inc., LTVSG Holdco, Inc. (“LTVSG”), and LTVGIA Holdco, Inc. (“LTVGIA”), (xi) Amendment No. 10 to the Statement filed on April 18, 2007 with the Commission by News Corporation and TVGH, (xii) Amendment No. 11 to the Statement filed on June 29, 2007 with the Commission by News Corporation and Fox Television Stations, Inc. (“FTS”), and (xiii) Amendment No.12 to the Statement filed on July 10, 2007 with the Commission by News Corporation and FTS (collectively, the “Prior Filings” and collectively with this Amendment No. 13, this “Statement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Prior Filings.

This Statement is filed in connection with the entry by News Corporation into a Voting and Support Agreement, dated as of December 7, 2007, by and among News Corporation, Saturn Holdings Corp (“Holdings”) and Macrovision Corporation, a Delaware Corporation (“Macrovision”), (the “Voting Agreement”).

Item 4. Purpose of Transaction.

Item 4 is amended and restated to read in its entirety as follows:

The Issuer has entered into an Agreement and Plan of Mergers, dated as of December 6, 2007 (the “Merger Agreement”), by and among Macrovision, Holdings, Galaxy Merger Sub, Inc., and Mars Merger Sub Inc., pursuant to which Mars Merger Sub, Inc. will merge with and into Macrovision with Macrovision as the surviving corporation and Galaxy Merger Sub will merge with and into the Issuer with the Issuer as the surviving corporation, with the result that Macrovision and the Issuer will become wholly owned subsidiaries of Holdings (the “Mergers”). The Holdings board of directors will be comprised of four (4) individuals designated by Macrovision and three (3) individuals designated by the Issuer and acceptable to Macrovision.

In connection with the Mergers, News Corporation entered into the Voting Agreement. The Voting Agreement provides that News Corporation will vote its shares of the Issuer in favor of the adoption of the Merger Agreement and

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against any action that would result in a breach of the Merger Agreement or the Voting Agreement. The Voting Agreement terminates if any change or amendment is made to the Merger Agreement that materially and adversely affects News Corporation’s interest in its shares of the Issuer, or if the board of directors of the Issuer changes its recommendation to stockholders to vote for the adoption of the Merger Agreement.

The foregoing descriptions of the Merger Agreement and Voting Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements. The Voting Agreement is filed as Exhibit 1 hereto and is incorporated herein by reference. A copy of the Merger Agreement, listed as Exhibit 2 hereto, is incorporated by reference to the Current Report on Form 8-K, filed by the Issuer on December 7, 2007.

Other than as set forth or contemplated herein, the Reporting Persons have no current plan or proposal which relates to, or would result in, any of the events or circumstances enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated to read in its entirety as follows:

(a) News Corporation beneficially owns 174,931,474 shares of Common Stock, constituting approximately 40.8% of the total number of outstanding shares of Common Stock of the Issuer. The share percentages are calculated based on shares of common stock of the Issuer outstanding as of October 26, 2007. News Corporation is a Delaware company with fifteen directors.

FTS beneficially owns 174,931,474 shares of Common Stock, constituting approximately 40.8% of the total number of outstanding shares of Common Stock of the Issuer. FTS, is a Delaware corporation with six directors

To the Reporting Persons’ knowledge, based solely on information contained in the Issuer’s public filings, as of December 10, 2007, Macrovision does not beneficially own any Common Stock of the Issuer.

(b) As a result of the Voting Agreement, the Reporting Persons and Macrovision may be deemed to constitute a “group” under Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended. Except as otherwise may be described above, the Reporting Persons have the sole power to vote and dispose of all shares of the Issuer beneficially owned by each of them and to which this Statement relates.

(c) Except as set forth in this Statement, no transactions have been effected by the Reporting Persons during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended and restated to read in its entirety as follows:

Item 4 of this Statement is incorporated herein by reference.

Macrovision has assumed the Issuer’s obligation set forth in the Stockholders’ Agreement, by and among TNCL, Liberty Media Corporation, Henry Yuen and the Issuer, dated October 4, 1999, as amended (“Stockholders’ Agreement”), to register the resale of the News Corporation shares. Macrovision has agreed to work with News Corporation following the transaction to enable News Corporation to register its shares and dispose of them expeditiously through a shelf registration statement. In consideration of then current market conditions, News Corporation may determine to demand that Macrovision conduct underwritten offerings of its shares under the shelf registration statement or otherwise as provided in the Stockholders Agreement.

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Except as set forth in this Statement, no transactions have been effected by the Reporting Persons during the past 60 days.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description
1	Voting and Support Agreement, dated as of December 7, 2007, by and among News Corporation, Saturn Holdings Corp and Macrovision Corporation.
2	Agreement and Plan of Mergers, dated as of December 6, 2007, by and among Gemstar-TV Guide International, Inc., Macrovision, Holdings, Galaxy Merger Sub, Inc., and Mars Merger Sub Inc., incorporated herein by reference to the Current Report on Form 8-K, filed by Gemstar-TV Guide International, Inc. on December 7, 2007.
3	Acknowledgement Letter, dated as of December 6, 2007, by and among News Corporation and Microvision Corporation,

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 10, 2007
	NEWS CORPORATION
	By:	/s/ Lawrence A. Jacobs
	Name:	Lawrence A. Jacobs
	Title:	Senior Executive Vice President and Group
		General Counsel
Dated: December 10, 2007
	FOX TELEVISION STATIONS, INC.
	By:	/s/ Lawrence A. Jacobs
	Name:	Lawrence A. Jacobs
	Title:	Senior Executive Vice President

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SCHEDULE I

Schedule I is hereby amended and restated to read in its entirety as follows:

The name, business address and present principal occupation or employment of each of the executive officers and directors of the Reporting Persons:

NEWS CORPORATION

José María Aznar (1)

President, FAES – Foundation for Social Studies & Analysis

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Peter Barnes

Chairman, Ansell Limited

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Peter Chernin

Director, President and Chief Operating Officer, News Corporation

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Ken Cowley(2)

Chairman, R,M. Williams Holdings Limited

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

David F. DeVoe

Director, Sr. Exec. Vice President and Chief Financial Officer, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Viet Dinh

Professor of Law, Georgetown University Law Center

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

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Sir Roderick Eddington(3)

Chairman for Australia and New Zealand, JPMorgan Chase Bank N.A.

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Andrew Knight(4) UK

Director, Rothschild Investment Trust Capital Partners plc

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

James Murdoch

Director, Chairman and Chief Executive, Europe and Asia, News Corporation

1211 Avenue of the Americas

New York, NY 10036

K. Rupert Murdoch

Director, Chairman and Chief Executive Officer, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Lachlan Murdoch

Chief Executive, Illyria Pty Ltd

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Roderick Paige

Chairman, Chartwell Education Group, LLC

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Thomas J. Perkins

Partner, Kleiner Perkins Caufield & Byers

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Arthur M. Siskind

Director, Senior Advisor to the Chairman, News Corporation

1211 Avenue of the Americas

New York, NY 10036

John L. Thornton

Professor and Director of Global Leadership, Tsinghua University of Beijing

Director, News Corporation

1211 Avenue of the Americas

New York, NY 10036

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Roger Ailes

Chairman and Chief Executive Officer of FOX News Channel and FOX Business Network, News Corporation

Chairman of Fox Television Stations and Twentieth Television, News Corporation

1211 Avenue of the Americas

New York, NY 10036

Lawrence A. Jacobs

Senior Executive Vice President and Group General Counsel, News Corporation

1211 Avenue of the Americas

New York, NY 10036

1 Citizen of Spain

2 Citizen of Australia

3 Citizen of Australia

4 Citizen of the United Kingdom

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FOX TELEVISION STATIONS, INC.

Roger Ailes

Director and Chief Executive Officer and Chairman

1211 Avenue of the Americas

New York, NY 10036

K. Rupert Murdoch

Director

1211 Avenue of the Americas

New York, NY 10036

David F. DeVoe

Director

1211 Avenue of the Americas

New York, NY 10036

Jack Abernathy

President

1211 Avenue of the Americas

New York, NY 10036

Lawrence A. Jacobs

Senior Executive Vice President and Secretary

1211 Avenue of the Americas

New York, NY 10036

Elisabeth Swanson

Chief Financial Officer and Executive Vice President

1211 Avenue of the Americas

New York, NY 10036

David E. Miller

Treasurer

1211 Avenue of the Americas

New York, NY 10036

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EX-1

Exhibit 1

Company Voting and Support & Registration Rights Agreement

COMPANY VOTING AND SUPPORT & REGISTRATION RIGHTS AGREEMENT, dated as of December 7, 2007, (this “Agreement”), by and among Saturn Holding Corp (“Holdco”), a Delaware corporation, Macrovision Corporation (“Mars”), a Delaware corporation and News Corporation, a Delaware corporation (the “Shareholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement and Plan of Merger, dated as of the date hereof, by and among Holdco, Mars, Gemstar-TV Guide International, Inc. (“Galaxy”), Mars Merger Sub and Galaxy Merger Sub (the “Merger Agreement”).

W I T N E S S E T H:

WHEREAS, Holdco, Mars, Galaxy, Mars Merger Sub and Galaxy Merger Sub are entering into the Merger Agreement concurrently with the execution and delivery of this Agreement, which Merger Agreement sets forth the terms and conditions on which Mars Merger Sub will be merged with and into Mars (the “Mars Merger”), with Mars surviving the Mars Merger as a wholly owned direct subsidiary of Holdco, and on which immediately following the Mars Merger, Galaxy Merger Sub will be merged with and into Galaxy (the “Galaxy Merger”), with Galaxy surviving the Galaxy Merger as a wholly owned direct subsidiary of Holdco (the Mars Merger and the Galaxy Merger, together, the “Mergers”).

WHEREAS, as of the date hereof, the Shareholder is the beneficial owner of 174, 931, 474 Galaxy Shares (the “Existing Shares”).

WHEREAS, Mars has required, as an inducement to Holdco, Mars, Galaxy, Mars Merger Sub and Galaxy Merger Sub entering into the Merger Agreement, that the Shareholder enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

VOTING

1.1 Agreement to Vote. The Shareholder agrees that, from and after the date hereof and until this Agreement is terminated pursuant to Section 4.1, at the Galaxy Meeting or any other meeting of the stockholders of Galaxy, however called, or in connection with any written consent of the stockholders of Galaxy, in each case relating to any proposed action by the stockholders of Galaxy with respect to the matters set forth in Section 1.1(b) below (each, a “Voting Event”), the Shareholder shall:

(a) appear at each such Voting Event or otherwise cause the Existing Shares and any voting securities of Galaxy acquired by the Shareholder after the date hereof and prior to

the record date of such Voting Event (together with the Existing Shares, the “Voting Shares”) owned beneficially or of record by the Shareholder to be counted as present thereat for purposes of calculating a quorum; and

(b) vote (or cause to be voted), in person or by proxy, all the Voting Shares (i) in favor of adoption of the Merger Agreement and any other transactions and other matters specifically contemplated by the Merger Agreement and (ii) against any action or agreement submitted for adoption of the stockholders of Galaxy that, to the Shareholder’s knowledge, would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Galaxy contained in the Merger Agreement or of the Shareholder contained in this Agreement.

1.2 No Obligation as Director. Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director, officer, employee, agent or other representative of the Shareholder in his or her capacity as a director of Galaxy.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to each of Mars and Holdco as follows:

(a) Authorization; Validity of Agreement; Necessary Action. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming this Agreement constitutes the valid and binding agreement of each of Holdco and Mars, constitutes the valid and binding agreement of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) Ownership. As of the date hereof, the number of Shares beneficially owned by the Shareholder is noted in the Recitals to this Agreement. The Existing Shares are, and the Voting Shares will be, owned beneficially by the Shareholder. As of the date hereof, the Existing Shares are the only Shares held of record or beneficially owned by the Shareholder. Subject to Section 3.1, the Shareholder has and will have at all times through the time of any Voting Event sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article I or Section 3.1 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares and with respect to all of the Voting Shares at the time of any Voting Event, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Shareholder has good title to the Existing Shares, free and clear of any Liens and the Shareholder will have good title to such Voting Shares as of the time of any Voting Event, free and clear of any Liens. The Shareholder further represents that any proxies heretofore given in respect of the Shares owned beneficially and of record by such Shareholder, if any, are revocable, and have been revoked.

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(c) No Violation. The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations under this Agreement will not, (i) contravene or conflict with the organizational or governing documents of the Shareholder, (ii) contravene or conflict with or constitute a violation by Shareholder of any provision of any Law binding upon or applicable to the Shareholder or any of its properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or agreement binding upon Galaxy or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Shareholder, except for any of the matters set forth in the foregoing clause (iii) as would not reasonably be expected to materially impair the ability of the Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

2.2 Representations and Warranties of Mars and Holdco. Each of Mars and Holdco hereby represents and warrants to the Shareholder as follows:

(a) Authorization; Validity of Agreement; Necessary Action. This Agreement has been duly and validly executed and delivered by each of Mars and Holdco and, assuming this Agreement constitutes the valid and binding agreement of the Shareholder, constitutes the valid and binding agreement of each of Mars and Holdco, enforceable against each of Mars and Holdco in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) No Violation. The execution and delivery of this Agreement by Mars and Holdco does not, and the performance by Mars and Holdco of their respective obligations under this Agreement will not, (i) contravene or conflict with the organizational or governing documents of Mars or Holdco, respectively, (ii) contravene or conflict with or constitute a violation by Mars or Holdco of any provision of any Law binding upon or applicable to Mars or Holdco, respectively, or any of their respective properties or assets or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or agreement binding upon Mars or Holdco or result in the creation of any Lien (other than Permitted Liens and as contemplated by the Commitment Letter) upon any of the properties or assets of Mars or Holdco, except for any of the matters set forth in the foregoing clause (iii) as would not reasonably be expected to materially impair the ability of Mars or Holdco to perform its respective obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

ARTICLE III

OTHER COVENANTS; REGISTRATION RIGHTS

3.1 Further Agreements of the Shareholder. (a) The Shareholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (collectively, a

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“Transfer”) or enter into any contract, option, put, call or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Voting Shares, or any interest therein, provided, that notwithstanding the foregoing, the Shareholder may Transfer any Voting Shares to any transferee or transferees if (i) Shareholder retains direct or indirect sole voting control over such Transferred Voting Shares through the term of this Agreement; or (ii) as a condition to such transfer, such transferee or transferees shall execute an agreement that contains the same substantive covenants regarding voting and transfer as are contained in this Agreement.

(a) In case of a stock dividend or distribution of voting securities of Galaxy, or any change in the Galaxy Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Voting Shares” shall be deemed to refer to and include the Voting Shares as well as all such stock dividends and distributions of voting securities of Galaxy and any voting securities into which or for which any or all of the Voting Shares may be changed or exchanged.

(b) The Shareholder agrees, while this Agreement is in effect, not to, nor to permit any investment banker, financial adviser, attorney, accountant or other representative or agent of the Shareholder to, directly or indirectly, engage in any activity which would be prohibited pursuant to Section 5.3(a) of the Merger Agreement if engaged in by Galaxy.

(c) The Shareholder agrees, while this Agreement is in effect, not to take or agree or commit to take any action that would make any representation and warranty of the Shareholder contained in this Agreement inaccurate in any material respect. The Shareholder further agrees that it shall use its reasonable best efforts to cooperate with Galaxy to effect the transactions contemplated hereby including the Mergers.

3.2 Registration Rights. Holdco hereby acknowledges and agrees that, subject to the Effective Time having occurred, and from and after the Effective Time and until the earlier of (x) the fifth (5^th) anniversary of the Effective Time and (y) the date upon which the Shareholder and each member of “the News Group” (as defined in that certain Stockholders’ Agreement, dated October 4, 1999, among The News Corporation Limited, Liberty Media Corporation, Henry C. Yuen and Gemstar International Group Limited, as amended (the “Stockholders’ Agreement”) shall have transferred to one or more third parties all of the Holdco Shares received by the Shareholder in the Mergers, the Shareholder shall be entitled to exercise all rights granted to “the News Stockholder” and “the News Group” under Sections 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6 of the Stockholders’ Agreement (the “Registration Rights Provisions”), Holdco shall be bound by the terms of the Registration Rights Provisions with respect to Shareholder and its “Controlled Related Parties” (as defined in the Stockholders’ Agreement) only, with all references thereunder to “the Corporation” being deemed to be references to Holdco, all references thereunder to “the News Stockholder” being deemed to be references to the Shareholder and all references thereunder to “Common Stock” being deemed to be references to Holdco Shares received by the Shareholder in the Mergers, and the other provisions of the Stockholders’ Agreement shall remain in effect, and shall be deemed to be amended, solely to the extent necessary to give effect to the foregoing; provided, however, that notwithstanding anything to the contrary in this Agreement, Holdco hereby acknowledges and agrees that, from and after the Effective Time, the final sentence of Section 5.1(a) of the Registration Rights

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Provisions shall be of no further force and effect. Holdco hereby acknowledges and agrees that in the event Holdco or any of its successors or assigns consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger and some or all of the consideration received by Holdco stockholders in such transaction is stock consideration, proper provision shall be made so that the successors and assigns of Holdco, as the case may be, shall assume the obligations set forth in this Section 3.2.

ARTICLE IV

MISCELLANEOUS

4.1 Termination. This Agreement shall terminate upon the earlier to occur of (a) the receipt of the Galaxy Stockholder Approval, (b) any Change of Galaxy Recommendation, (c) the date of any change or amendment to the Merger Agreement that (i) results in any decrease in the Per Share Cash Consideration or the Per Share Stock Consideration, (ii) materially and adversely affects the Shareholder’s interest in the Voting Shares or (iii) would materially delay the consummation of the Mergers and (d) the termination of the Merger Agreement pursuant to its terms; provided, however, that, notwithstanding the receipt of the Galaxy Stockholder Approval, the covenants and agreements contained in Section 3.2 and the provisions of this Article IV shall survive any termination of this Agreement pursuant to clause (a) of this Section 4.1 and shall continue to be binding upon the parties hereto unless and until the Merger Agreement shall be terminated in accordance with its terms prior to the occurrence of the Effective Time. Except as set forth in the proviso of the preceding sentence, in the event of such termination of this Agreement, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any party; provided, however that nothing herein shall relieve any party from liability for any fraud, intentional misrepresentation or willful and material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement prior to such termination.

4.2 Further Assurances. From time to time, at the other party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

4.3 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Holdco or Mars any direct or indirect ownership or incidence of ownership of or with respect to any Voting Shares. All rights, ownership and economic benefits of and relating to the Voting Shares shall remain vested in and belong to the Shareholder, and Holdco or Mars shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of Galaxy or exercise any power or authority to direct the Shareholder in the voting of any of the Voting Shares, except as otherwise provided herein.

4.4 Notices. Except for notices that are specifically required by the terms of this Agreement to be delivered orally, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, faxed (with confirmation) or sent by overnight courier (providing proof of delivery) to the parties

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at the following addresses (or at such other address for a party as shall be specified by like notice) (a) if to Holdco or Mars, at the address set forth in Section 8.7 of the Merger Agreement (with a copy, which shall not constitute notice, to the party to receive a copy pursuant to Section 8.7 of the Merger Agreement at the address set forth therein), and (b) if to the Shareholder:

News Corporation

1211 Avenue of the Americas

New York, NY 10036

Attention:   General Counsel

Facsimile:   (212) 768-9896

with copies (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Attention:   Lou R. Kling, Esq.

  Howard L. Ellin, Esq.

Telephone:   (212) 735-3000

Facsimile:   (212) 735-2000

4.5 Interpretation. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine and neuter, and the number of all words herein shall include the singular and plural. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

4.6 Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy or otherwise) to the other parties.

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4.7 Entire Agreement; Third-Party Beneficiaries. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof and is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder; provided, however, that Galaxy shall be deemed to be a third-party beneficiary of the Shareholder’s obligations under Sections 1.1 and 3.1 and shall be entitled to enforce the terms of this Agreement in respect thereto as if it were a party hereto.

4.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

4.9 Jurisdiction; Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.9, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.

4.10 Amendment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

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4.11 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this Agreement in any jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

4.12 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, and any assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

MACROVISION CORPORATION
By:	/s/ Fred Amoroso
Name:	Fred Amoroso
Title:	President and Chief Executive Officer
SATURN HOLDING CORP
By:	/s/ Fred Amoroso
Name:	Fred Amoroso
Title:	President and Chief Executive Officer
NEWS CORPORATION
By:	/s/ Janet Nova
Name:	Janet Nova
Title:	Senior Vice President

Received and acknowledged as of the date first above written:

GEMSTAR-TV GUIDE INTERNATIONAL, INC.
By:	/s/ Richard Battista
Name:	Richard Battista
Title:	Chief Executive Officer

Signature Page to Voting and Support Agreement

EX-3

Exhibit 3

Macrovision Corporation

2830 De La Cruz Boulevard

Santa Clara, CA 95050

December 6, 2007

News Corporation

1211 Avenue of Americas, 8th Floor

New York, NY 10036

Attention: David F. DeVoe

Senior Executive Vice President

And Chief Financial Officer

Dear Dave:

I am writing this letter in part to express my sincere thanks for News Corporation’s commitment to support Macrovision Corporation’s proposed merger with Gemstar-TV Guide International, Inc., and also to acknowledge News Corporation’s stated objectives with respect to its ongoing investment in the combined company. As we have discussed today, in consideration of News Corporation’s commitment and in recognition of its objectives, you have my commitment, on behalf of Macrovision, that, in addition to its commitments under the Company Voting and Support & Registration Rights Agreement, Macrovision will, following the successful completion of the proposed merger, work with News Corporation to register with the SEC and dispose of its shares in the combined company in an expeditious manner by means of an automatically effective shelf registration statement under which News Corporation will be entitled to make demands for underwritten offerings from time to time. Macrovision acknowledges News Corporation’s desire for the terms set forth in the attachment enclosed with this letter. News Corporation acknowledges Macrovision’s concerns over certain of the terms set forth in the attachment. The parties agree to negotiate in good faith to address their respective concerns. If the foregoing represents your understanding with respect to these matters, please so acknowledge by executing this letter in the appropriate space below.

Very Truly Yours,

MACROVISION CORPORATION

/s/ Alfred F. Amoroso

Alfred F. Amoroso

President & Chief Executive Officer

ACKNOWLEDGED:
NEWS CORPORATION
By:	/s/ Janet Nova
Name:	Janet Nova
Title:	Senior Vice President

ATTACHMENT

Registration Rights Overview

The following concepts, along with other customary terms, will be embodied in an amended Registration Rights Agreement:

I. Shelf Registration Statement

• Within 30 days following Closing, Holdco will file a shelf registration statement to facilitate News Corporation demand registrations and agree to keep such registration statement effective until all of News Corporation’s Holdco shares are sold.

• News Corporation will have the right to demand that Holdco conduct one or more underwritten offerings to be effected pursuant to the shelf registration statement, with News Corporation selecting the underwriter, subject to Holdco’s consent to the identity of the underwriter (not to be unreasonably withheld).

• Demands for underwritten offerings must be at least 6 months apart.

II. Demand Registrations

• In the event the shelf registration statement referred to above is no longer effective and News Corporation has not sold all of its Holdco Shares, News Corporation will have the right to request an unlimited number of demand registrations on Form S-1 or Form S-3 (if available).

• Demand registrations may, at News Corporation’s option, be underwritten offerings, with News Corporation selecting the underwriter, subject to Holdco’s consent to the identity of the underwriter (not to be unreasonably withheld).

• Demand registrations must be at least 6 months apart.

III. Piggyback Rights

• News Corporation will have unlimited right to register its shares as part of any offerings by Holdco subject to customary underwriter cut-back provisions.

IV. Holdco Cooperation

• In the case of any demands for an underwritten offering, Holdco will agree to enter into a customary underwriting agreement, cause its personnel to participate in road shows, obtain customary legal opinions and accounting comfort letters, facilitate underwriter due diligence, etc.

V. Indemnification & Expenses

• Terms of News Corporation’s existing rights to be revised to make more customary, including limiting News Corporation’s indemnification obligations to the amount received by News Corporation in any offering.