TiVo 2004 Annual Report Download - page 179

19.4 Comcast Rights Upon Release. Upon the release of the Escrowed Materials from the source code escrow account pursuant to Section 19.3 above,
(i) the licenses granted to Licensee pursuant to Section 1.1 of this Agreement and the other rights in TiVo Experience IP granted to Licensee pursuant to this
Agreement shall automatically, by operation of this Agreement and with no further action by any of the Parties, be extended to cover the Escrowed Materials
(to the extent the same are not already so covered) solely for the purpose of supporting and maintaining the TiVo Experience Software as incorporated in or in
conjunction with Comcast Products and provided that such Escrowed Materials shall be subject to the source code restrictions under Section 1.2 and [*]
without TiVo's prior written consent, such consent not to be unreasonably withheld or delayed; and (ii) TiVo shall provide to Comcast, [*] all requested and
reasonably necessary support and technical assistance with regard to Comcast's use of the Escrowed Materials during the pendency of the Licensee's rights
and licenses granted under this Agreement.
SECTION 20. BANKRUPTCY PROVISION.
20.1 In the event of the insolvency of TiVo, or the voluntary or involuntary filing of a petition in bankruptcy by or against TiVo, in order to preserve
fully Comcast's rights under Section 365(n) of the Bankruptcy Code of the United States (11 U.S.C. Section 365(n)) (the "Bankruptcy Code"), the following
provisions shall apply:
(a) The Parties agree that it is their intent: (A) to obtain for Comcast the broadest possible interpretation of the protection afforded licensees
under the provisions of Section 365(n) of the Bankruptcy Code; and (B) that Comcast's business operations not be disrupted in any manner in the event
that the TiVo Experience IP, TIMS IP, or TiVo Marks and any related intellectual property and services that are the subject of this Agreement are not
available from TiVo in the manner contemplated by this Agreement.
(b) The Parties further agree that to the extent that this Agreement is determined to be an executory contract under Section 365 of the Bankruptcy
Code, it is an intellectual property license as defined under Section 101, as amended, and falls within the meaning of Section 365(n)(1) of the
Bankruptcy Code. The Source Code Escrow Agreement is deemed to be supplementary to this Agreement, and is intended by the Parties to provide
certain guidance for the circumstances under which Comcast shall be entitled to protect and retain its license rights in the TiVo Experience IP, TIMS IP
and TiVo Marks.
(c) If a bankruptcy proceeding is commenced and this Agreement is rejected by TiVo or, as appropriate, the trustee in bankruptcy, upon such
rejection Comcast shall have the right, at Comcast's option, either to terminate this Agreement or elect to retain its rights to the TiVo Experience IP,
TIMS IP and TiVo Marks.
[*] 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.
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