TiVo 2004 Annual Report Download - page 104

Stand Alone Receivers by sending such request in writing to TiVo's Director of Advertising Sales, with a copy to TiVo's Advertising and Research
Sales Manager, specifying the brand to be advertised, proposed start date and duration, and number of minutes of video content. TiVo will consider
each such distribution request in good faith and offer such distribution to DIRECTV unless TiVo reasonably determines that (i) [*]; or (ii) [*]. TiVo
will use reasonable efforts to respond to any such request [*] and will endeavor to respond [*] whenever possible. The response from TiVo will indicate
whether TiVo will offer distribution of such Showcase to the Stand Alone Receivers and, if so, the terms and conditions for such distribution, including
available start dates and fees for such distribution [*]. Notwithstanding anything to the contrary in the foregoing, any Showcase to be distributed to the
Stand Alone Receivers pursuant to this Section 2.3(g) may be rejected by TiVo pursuant to TiVo's editorial review rights described in Section 6.3(b).
(h) No False or Misleading Representations. TiVo shall use commercially reasonable efforts to see that its employees do not intentionally
misrepresent TiVo's rights to distribute TiVoVision to the DIRECTV DVR Receivers under this Agreement (e.g., TiVo will use commercially
reasonable efforts to see that its employees do not represent that TiVo may distribute Showcases to DIRECTV DVR Receivers that [*]). DIRECTV
shall use commercially reasonable efforts to see that its employees do not intentionally misrepresent DIRECTV's rights under this Agreement (e.g.,
DIRECTV will use commercially reasonable efforts to see that its employees do not represent that DIRECTV has the right to distribute Showcases to
Stand Alone Receivers).
2.4 License Restrictions. DIRECTV acknowledges and agrees that the Authoring Tools contain valuable trade secrets of TiVo, and, except as
otherwise expressly provided herein, DIRECTV shall not, and shall not provide permission to any third party, to: (a) translate, reverse engineer, decompile,
disassemble, or attempt to derive the source code of the Authoring Tools; (b) sublicense, rent, lease, loan, timeshare, sell, distribute, assign or transfer any
rights in, grant a security interest in, or transfer possession of any Authoring Tools; or (c) obfuscate, alter or remove any of TiVo's copyright or other
proprietary rights notices or legends appearing on or in the Authoring Tools.
2.5 Reservation of Rights; Ownership. Without limiting the rights granted to DIRECTV in Section 2.1 (License Grant), TiVo has and shall retain
exclusive ownership of all of its right, title and interest in and to the Authoring Tools, and, other than the rights granted in Section 2.1, no other license, right,
or interest is granted to DIRECTV by implication, estoppel, or otherwise, for any purpose.
3. USER DATA.
3.1 DIRECTV's Use of User Data. Following the transition of any current TiVo Service subscribers to DIRECTV pursuant to the Development
Agreement, DIRECTV shall own and control all customer data received, derived or otherwise collected from the DIRECTV DVR Receivers (the "User
Data"). DIRECTV grants TiVo the right to use such User Data in accordance with this Section 3 (User Data). Subject to applicable Laws and the terms of the
[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.