TiVo 2004 Annual Report Download - page 175

(i) As of the Effective Date, no Comcast Competitor currently has a right to appoint representatives to TiVo's Board of Directors.
(j) Except for the warranties expressly provided in this Section 15.2, (x) TiVo makes no warranties as to the TiVo IP or any support or services
provided by TiVo hereunder, and (y) TiVo expressly disclaims any and all warranties, express, implied and statutory, whether arising from course of
dealing or usage of trade, including, without limitation, the implied warranties of title, merchantability, fitness for a particular purpose, and non-
infringement of third party rights (provided, however, that this disclaimer does not vitiate TiVo's obligation to indemnify Comcast pursuant to Section
16.1 below).
SECTION 16. INDEMNITIES.
16.1 TiVo Indemnity.
(a) Subject to the limitations set forth in this Section 16 and Section 17, TiVo shall defend the Comcast Indemnified Parties from, and shall hold
them harmless from and against, any and all Losses which are sustained or incurred by or asserted against them, solely to the extent arising out of any
third party claim that the TiVo Experience Software, TIMS Solution or TiVo Marks infringe or violate the Intellectual Property Rights of any other
Person (other than Comcast or any Comcast Affiliate), and shall reimburse the Comcast Indemnified Parties for any and all Expenses reasonably and
directly incurred in connection with investigating, mitigating or defending any such Loss. For the avoidance of doubt, TiVo shall have the option, but
not the obligation, to settle or defend such claim prior to such third party's filing of any applicable suit, claim or action in a court of competent
jurisdiction, subject to the provisions of Section 16.3.
(b) Notwithstanding the foregoing, TiVo shall incur no obligation or liability under this Section 16.1 for any such claims: (i) that would not have
arisen but for modifications or additions to the TiVo Experience Software or TIMS Solution that were not supplied by TiVo; (ii) that would not have
arisen but for combinations of the TiVo Experience Software or TIMS Solution with another product, device, service or technology, where such other
product, device, service or technology (A) is in and of itself the sole basis for the claim of infringement or (B) is (x) not supplied by TiVo and (y) not
substantially similar, both as to the type of product, device, service or technology and as to the manner of combination, as any combination of products,
devices, services or technologies expressly identified in, or within the reasonably intended use contemplated in, any Statement of Work with respect to
the TiVo Experience Software or TIMS Solution; (iii) arising from TiVo's compliance with any Comcast designs, requirements or specifications for
which there is no non-infringing method of implementation available to TiVo; (iv) to the extent arising from the continued use of an infringing version
of the TiVo Experience Software, TIMS Solution or TiVo Marks once a non-infringing replacement (with substantially comparable features and
functionality) has been made available by TiVo at TiVo's sole expense; or (v) that arise from any patents, copyrights, trademarks, or trade secrets, that
are not issued, pending or in effect as of the relevant delivery date for each of the TiVo Experience Software, TIMS Solution and, solely as to any new
features or components therein, each Update and Release thereto, in countries where the Comcast Products are manufactured or sold.
31.