TiVo 2004 Annual Report Download - page 147

fixes, patches and similar software, documentation or other materials) will be delivered only under a Statement of Work to be negotiated by the Parties, and
the only [*] any related development work as provided in the Statement of Work.
1.2 TIMS License. Subject to the terms and conditions of this Agreement, TiVo, on behalf of itself and all TiVo Affiliates, hereby grants to Licensee a
royalty-free, worldwide, non-exclusive, non-transferable (except as expressly provided in Section 30 of this Agreement), non-sublicenseable (except as
expressly provided in this Section 1.2 of this Agreement), fully paid-up license under all of TiVo's Intellectual Property Rights in, to and under the TIMS IP
to: (1) make, copy, modify, use, display, sell, distribute or otherwise transfer (and have made, copied, modified, used, displayed, sold, distributed, or
otherwise transferred) the TIMS Solution (in object [*] form) and TIMS IP solely as in conjunction with Comcast Products deployed to or used in Comcast
Systems solely within the Territory; and (2) in connection with Licensee's exercise of the rights granted in clause (1) above, authorize and sublicense any or
all of these same rights to Comcast Sublicensees, without further rights to sublicense; provided that, in each case (1) and (2), these rights are subject to the
following restrictions and terms:
(a) any and all TIMS Solution and other TIMS IP software code incorporated in Comcast Products or deployed in Comcast Systems shall be
distributed to Comcast Subscribers in executable form only, unless such code is subject to open source license terms requiring disclosure of source
code, and subject to end user terms and conditions no less restrictive than those used for Comcast's or applicable Comcast Vendor's, whichever is more
restrictive, proprietary software incorporated in the Comcast Products and Comcast Systems;
(b) Licensee and the Comcast Sublicensees shall not obfuscate, alter or remove any of TiVo's valid copyright, patent or other proprietary rights
notices or legends appearing on or in the TIMS Solution in the form provided by TiVo, and all such markings shall be included on or in all copies made
by Licensee or any Comcast Sublicensee of any portion of such TIMS Solution, all as may reasonably be required to protect TiVo's copyright, patent or
other proprietary rights and subject to Comcast's reasonable approval as to the placement thereof;
(c) Licensee's right to sublicense any of its rights under this Section 1.2 to Comcast Vendors and Comcast Systems shall not include the right to
assign the benefit of any indemnities or warranties under this Agreement;
(d) the use of any TIMS Solution [*] by Licensee, Comcast Affiliates and Comcast Systems shall be solely pursuant to the [*] provisions set forth
in Exhibit E;
(e) [*];
(f) Comcast acknowledges that (i) the TIMS IP may incorporate, reference or require the use of certain Third Party IP and that licenses granted
pursuant to this Section 1.2 specifically exclude any license rights in or to such Third Party IP, and (ii) except as otherwise provided in the Initial TIMS
Statement of Work, Comcast and the Comcast Sublicensees shall be
[*] 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.
3.