TiVo 2004 Annual Report Download - page 116

if any, due, arising from, or measured by amounts payable to the receiving party under this Agreement.
13.3 Amendment, Modification or Waiver. This Agreement shall not be altered or otherwise amended except pursuant to an instrument in writing
signed by each of the parties hereto.
13.4 Successors; Assigns. All the terms of this Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns
of the respective parties hereto. Anything contained herein to the contrary notwithstanding, neither party may assign this Agreement without the written
consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in the event of a "TiVo Change of Control" (as
defined below), upon the request of DIRECTV, provided [*] notice of such Change of Control is provided by TiVo, this Agreement shall be automatically
amended to (i) terminate TiVo's rights to distribute TiVoVision and I-Preview Tags to DIRECTV DVR Receivers, and terminate TiVo's rights to associated
broadcast time for delivery of content, and (ii) require DIRECTV to pay a license fee of [*] for use of the Authoring Tools thereafter during the remaining
Term of this Agreement. Subject to DIRECTV's timely exercise of the foregoing rights, either party may transfer and assign this Agreement, by operation of
law or otherwise, to the surviving entity in the event of a sale to, merger with, or acquisition of all or substantially all of such party's assets by such entity, and
each party hereby consents to such assignment in advance. For purposes of this Section 13.4, a "TiVo Change of Control" is defined as (i) any transaction or
series of related transactions whether by operation of law or otherwise (including, without limitation, any merger, consolidation or other form of
reorganization) in which the outstanding securities of TiVo are exchanged for securities or other consideration issued, or caused to be issued, by an acquiring
corporation, company or other entity or Group (as such term is used in Rule 13d-5 under the United States Securities Exchange Act of 1934), other than a
transaction effected solely for the purposes of changing the form or jurisdiction of organization of TiVo, unless the holders of TiVo as constituted
immediately prior to the transaction or series of related transactions will hold immediately after the transaction a majority of the voting power of the surviving
entity; (ii) a sale or transfer of all or substantially all of the business or assets of TiVo; (iii) an event or series of events under which a person, corporation,
company or other entity or a Group (as such term is used in Rule 13d-5 under the United States Securities Exchange Act of 1934) (each, a "Person") that did
not previously control, directly or indirectly, a majority of the board of directors or other governing body of TiVo obtains direct or indirect control of the
board of directors or other governing body of TiVo; including, without limitation, an event or series of events in which a Person that did not previously own
or control, directly or indirectly, a majority of the voting stock of TiVo, acquires or obtains control, directly or indirectly, of a majority of the voting stock of
TiVo; or (iv) the entry into any agreement, written or oral, formal or informal, pursuant to which a Person that did not previously have, directly or indirectly,
operational control of TiVo obtains direct or indirect operational control of TiVo. TiVo shall provide DIRECTV with prompt written notice of any TiVo
Change of Control, no later than [*].
[*] 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.