TiVo 2004 Annual Report Download - page 105

DIRECTV Privacy Policy (as such terms are defined below), at DIRECTV's sole discretion, DIRECTV may elect to either: (i) provide such User Data to
TiVo, provided, that in such event, DIRECTV shall provide the User Data in a form and manner reasonably specified by TiVo and agreed to by DIRECTV,
with such agreement not to be unreasonably withheld or delayed; or (ii) allow TiVo to collect User Data directly from the DIRECTV DVR Receivers,
provided, however, that in the case of any User Data generated in response to Approved Lead Generation Functionality distributed to DIRECTV DVR
Receivers (such User Data, the "Lead Generation Responses"), subject to applicable Laws and the terms of the DIRECTV Privacy Policy, option (ii) shall
always apply (i.e., TiVo shall be permitted to collect the Lead Generation Responses directly from the DIRECTV DVR Receivers). In the case of either
option (i) or (ii), TiVo [*] its receipt or collection of the User Data. In the event any User Data resides with, is controlled by or is in the possession of TiVo,
TiVo agrees to transfer, provide and otherwise make available such User Data to DIRECTV in accordance with Section 6.2. DIRECTV [*] its receipt or
collection of the User Data.
3.2 TiVo's Use of User Data. Subject to Sections 3.1 and 3.3 of this Agreement, DIRECTV grants TiVo a non-transferable (except as set forth in
Section 13.4 (Successors; Assigns)) license to use, perform, display, reproduce and create derivative works from, or to engage a third party to do any of the
foregoing on behalf of TiVo, the User Data, provided, however that TiVo may not segregate out solely DIRECTV customers, uses, viewing patterns,
programming or other data regarding services available exclusively to DIRECTV subscribers, e.g., NFL Sunday Ticket, or the DIRECTV DVR Receivers (as
compared to all TiVo Receivers) (collectively, the "DIRECTV Sort Restriction"), in each case subject to Laws (as defined below) and the then-current
DIRECTV privacy policy applicable to DIRECTV DVR Receivers (the "DIRECTV Privacy Policy"). It is understood and agreed that the use or presentation
of data related solely to features that are unique to TiVo Receivers other than DIRECTV DVR Receivers shall not be deemed to be a violation of this Section
3.2.
3.3 DIRECTV Sale of User Data to Third Parties. DIRECTV shall have the right to sell User Data to third parties subject to applicable Laws. Any
revenues actually received by DIRECTV resulting from the sale of such User Data [*], except for revenues actually received from sales of User Data collected
and processed [*] of TiVo Server Technology (as defined in the Intellectual Property and Technology License Agreement (the "Technology License
Agreement")), [*] TiVo under Section 6.2, or other [*] TiVo, all of which shall be retained by DIRECTV.
3.4 TiVo's Sale of User Data to Third Parties. Subject to the terms and conditions of Section 3.1 above, the DIRECTV Sort Restriction, applicable
Laws, and the DIRECTV Privacy Policy (a current copy of which is attached hereto as Exhibit B, as amended from time to time), TiVo may offer to sell, sell,
offer to license or license User Data and any derivative work incorporating such User Data to any third party other than a DIRECTV competitor. Any revenue
actually received by TiVo resulting from TiVo's use of User Data will be retained by TiVo solely and will not be subject to a revenue share with DIRECTV.
[*] 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.