TiVo 2004 Annual Report Download - page 145

LICENSING AND MARKETING AGREEMENT
This Licensing and Marketing Agreement (the "Agreement") is made effective as of March 15, 2005 (the "Effective Date"), by and among Comcast
STB Software DVR, LLC, a Delaware limited liability company, having its principal place of business at 1201 N. Market Street, Suite 1000, Wilmington,
Delaware 19801 ("Licensee"), Comcast Corporation, a Pennsylvania corporation, having its principal place of business at 1500 Market Street, Philadelphia,
Pennsylvania 19102-2148, as guarantor of Licensee's obligations hereunder ("Comcast Parent" and, together with Licensee, "Comcast"), and TiVo Inc., a
Delaware corporation, having its principal place of business at 2160 Gold Street, Alviso, California 95002 ("TiVo"). Comcast and TiVo may sometimes be
individually referred to as a "Party" or collectively referred to as the "Parties". Unless otherwise defined herein all capitalized terms shall have the meaning
ascribed thereto in Exhibit A, attached hereto and incorporated herein by this reference.
RECITALS
WHEREAS, TiVo and Comcast desire to establish a strategic relationship that provides Comcast with
(i) a product featuring DVR Technology, Home Networking Technology and Media Center Technology that is integrated with certain of
Comcast's current and future DVR platforms and provides Comcast Subscribers with current and future TiVo products and services as an optional
alternative to Comcast's other DVR product offerings, and
(ii) an interactive advertising solution for deployment across certain of Comcast's current and future platforms.
THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:
SECTION 1. LICENSES.
1.1 TiVo Experience 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-bearing (as provided in Section 3), worldwide, non-exclusive, non-transferable (except as expressly provided in Section 30 of this
Agreement), non-sublicensable (except as expressly provided in this Section 1.1) license under all of TiVo's Intellectual Property Rights in, to and under the
TiVo Experience 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 TiVo Experience solely as incorporated in Comcast Products used, displayed, sold, distributed or otherwise
transferred within the Territory; (2) copy, use, display, license, distribute or otherwise transfer (and have copied, used, displayed, licensed, distributed or
otherwise transferred) the TiVo Experience Software (solely in object code form) only as incorporated in, and for use in conjunction with, Comcast Products
deployed to or used in Comcast Systems solely within the Territory; and (3) solely in connection with Licensee's exercise of the rights granted in clauses (1)
and (2) above, authorize and sublicense any or all of
1.