TiVo 2004 Annual Report Download - page 170

such representatives from access to any materials (or portions thereof) provided to such board (including any committees thereof), that relate to the
relationships and rights between Comcast and other Comcast Affiliates, on the one hand, and TiVo and other TiVo Affiliates, on the other hand, without
Comcast's prior written consent. Notwithstanding the foregoing, (i) the foregoing restrictions shall not apply to any materials that are public and (ii) TiVo
shall be permitted, without Comcast's consent and to the extent necessary for members of TiVo's board of directors to comply with their fiduciary obligations,
to provide representatives of any Comcast Competitor that serve on the board of directors of TiVo with "high level" written summaries of relationships and
rights between Comcast and other Comcast Affiliates, on the one hand, and TiVo and other TiVo Affiliates, on the other hand, provided that such summaries
do not include information with respect to financial terms, product development plans and roadmaps, product specifications and features, future technology
directions, or potential relationships between Comcast or Comcast Affiliates and other third parties. TiVo shall provide Comcast with a copy of each such
summary at least [*] the date such summary is provided to any such representative.
SECTION 13. [*].
13.1 If, prior to the Comcast TE Acceptance or the TE Acceptance Deadline, a [*] in [*] that [*] has [*] to [*] Comcast will [*] on the following terms:
(a) TiVo will [*];
(b) Comcast Subscribers [*] will be required to [*];
(c) TiVo will [*];
(d) the other terms of [*]; and
(e) [*].
SECTION 14. MFN PROVISION.
14.1 [*]. If during the Term, TiVo enters into an agreement [*], with any other multi-channel video distributor (a "Distributor") providing for a license
to [*] (each such agreement, amendment, renewal or extension, an "Alternate License Agreement"), TiVo shall [*].
14.2 Amendment of this Agreement.
(a) In the event that [*] the Alternate License Agreement is, when considered as a whole, more favorable to the relevant Distributor than this
Agreement is to Comcast, taking into consideration all of the economic and non-economic terms and conditions of such agreement, [*], and at
Comcast's election, this Agreement shall be [*] amended [*] such that terms of this Agreement are replaced in their entirety with the terms of the
Alternate License Agreement, except as expressly set forth in this Section 14.2 and subject to the following:
(i) If such Alternate License Agreement grants the relevant Distributor any corporate governance rights, [*] (collectively, "Governance
Rights"), then Comcast shall receive the benefit of such Governance Rights in the amended version of this Agreement, provided that Comcast
meets any deployment commitments and all other commitments and obligations set forth in such Alternate License Agreement; [*];
[*] 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.
26.