TiVo 2004 Annual Report Download - page 148

responsible for obtaining the necessary rights in any such Third Party IP, provided that TiVo shall use commercially reasonable efforts to promptly
notify Comcast of any changes to list of Third Party IP attached hereto as Exhibit H; and
(g) Comcast shall be and remain responsible for any breach of the license rights granted pursuant to this Section 1.2 by any of the Comcast
Sublicensees and Comcast shall not purport to grant any sublicenses or other rights under the TIMS Solution or TIMS IP that are inconsistent with the
restrictions and terms of this Agreement.
For the avoidance of doubt, this Section 1.2 provides Comcast with a license to [*] elements of the TIMS IP [*] but any additional software,
documentation or other materials of the TIMS IP not included in the TIMS Solution (other than bug fixes, patches and similar software, documentation or
other materials) will be delivered only under a Statement of Work to be negotiated by the Parties, and the only [*] for any related development work as
provided in the Statement of Work.
1.3 TiVo Marks. Subject to the terms and conditions of this Agreement, TiVo, on behalf of itself and all TiVo Affiliates, hereby grants to Licensee a
royalty-free, non-exclusive, non-transferable (except as expressly provided in Section 30 of this Agreement), non-sublicensable (except as expressly provided
in the Section 1.3 of this Agreement) license to: (1) use and display the TiVo Marks solely for use in, or in reference to, the TiVo Experience Software; (2)
solely in the event that Comcast [*], use and display the TiVo Marks in reference [*]; (3) solely in the event of the termination of this Agreement by Comcast
for cause as a result of a failure by TiVo to [*] use and display [*] in connection with [*]; and (4) in connection with Licensee's exercise of the rights granted
in Section 1.3, authorize and sublicense to Comcast Sublicensees the right to so use and display the TiVo Marks, in each case (1), (2), (3) and (4) subject to
the following restrictions and terms:
(a) Licensee shall include [*] TiVo co-branding as part of the TiVo Experience Software as provided in Exhibit I and in related marketing
materials as described in Section 4.8;
(b) except as provided in Section 1.3(a) above, neither Licensee nor any Comcast Sublicensee shall have any [*] to use or display the TiVo
Marks in, on or with relation to [*];
(c) if Licensee or any Comcast Sublicensee shall use or display the TiVo Marks as permitted by this Section 1.3, such Person shall comply with
TiVo's trademark usage guidelines and policies attached hereto as Exhibit J, as the same may be reasonably modified from time to time by TiVo upon
[*] notice to Comcast;
(d) before making use of any TiVo Marks, Comcast shall submit a sample of the proposed use to TiVo for its approval as to whether the
proposed use complies with its trademark usage guidelines and policies, which approval shall not be unreasonably withheld, provided that (i) if TiVo
does not provide Comcast with a written [*] of such proposed use [*]
[*] 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.
4.