TiVo 2004 Annual Report Download - page 188

Section 23. In addition, upon the formation of BRE, TiVo shall delegate its obligations pursuant to Section 1.3 with respect to the TiVo Marks to BRE in
accordance with Section 21.1(a), and following such transfer, TiVo shall not transfer its interest in BRE other than as part of a merger, combination,
reorganization or consolidation of TiVo or a sale of substantially all of TiVo's assets. In addition, notwithstanding the foregoing, (x) any assignment or
transfer by TiVo of any of TiVo's interest in the TiVo Experience IP or the TIMS IP shall be subject to the rights and licenses granted under Sections 1.1 and
1.2 and shall not be permitted unless the assignee or transferee agrees to assume TiVo's rights and obligations under Section 5.1 (subject to the limitations
under Section 5.1) of this Agreement in respect of such TiVo Experience IP or TIMS IP; and (y) any assignment or transfer by Comcast of any of Comcast's
interest in the Comcast Patents shall not be permitted unless the assignee or transferee agrees to assume Comcast's rights and obligations under Section 5.2
(subject to the limitations under Section 5.2) of this Agreement in respect of such Comcast Patents. A permitted assignment under this Section 30 shall not
relieve the assigning Party of its duties or obligations hereunder unless the other Party specifically releases the assigning Party in writing.
SECTION 31. ADDITIONS AND DIVESTITURES.
31.1 Added Comcast Systems. If at the time a Cable System becomes a Comcast System it is subject to any agreement with or obligation to TiVo or
any TiVo Affiliate with respect to a license to all or any portion of the TiVo Experience IP, TIMS IP or TiVo Marks other than this Agreement, Comcast may
elect by written notice to TiVo to terminate such other agreement or obligation to the extent such agreement or obligation applies to such Comcast System
(and such agreement or obligation shall be deemed terminated by mutual consent). Notwithstanding anything to the contrary contained in this Agreement,
Comcast may by written notice to TiVo elect to include, effective as of the date of such election, any Comcast Affiliated System hereunder and such Comcast
Affiliated System shall be treated as if it is a Comcast System hereunder in all respects.
31.2 Inconsistent Agreements. If at the time a Cable System becomes a Comcast System it is subject to any agreement with or obligation to a third
party that conflicts with or is inconsistent with the terms hereof, compliance with such third party agreement shall not be deemed a breach of the terms hereof,
provided that Comcast shall use commercially reasonable efforts to terminate any such third party agreement to the extent such third party agreement may be
terminated without any cost, liability, penalty or other adverse impact to Comcast.
31.3 Divested Comcast Systems. In the event of the disposition of any Comcast System, upon the written request of Comcast, [*].
SECTION 32. GOVERNING LAW. This Agreement shall be deemed to have been executed and delivered in the State of New York, and shall be governed
by, and construed and enforced in accordance with, the laws of such State without regard to any conflicts of law principles thereof that will require the
application of the laws of any other state or jurisdiction. The Parties hereby consent to the non-exclusive jurisdiction and venue of the
[*] 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.
44.