TiVo 2004 Annual Report Download - page 176

(c) If TiVo receives written notice of an alleged infringement claim or believes that a claim of infringement is likely, or if the use of the TiVo
Experience Software, TIMS Solution or TiVo Marks is enjoined, TiVo may, at its sole option and expense, (i) procure for Comcast the right to continue
using the TiVo Experience Software, TIMS Solution or TiVo Marks, as applicable, at TiVo's sole expense or (ii) modify or replace the infringing
portion of the TiVo Experience Software, TIMS Solution or TiVo Marks, as applicable, without adversely affecting its features or functionality; or (iii)
if none of the foregoing options can be obtained using commercially reasonable efforts on commercially reasonable terms, terminate the license solely
as related to the infringing component, feature or functionality [*]. Notwithstanding the foregoing termination right, Comcast may elect to continue
using any such infringing component, feature or functionality under the terms of this Agreement; provided any such continued use shall be at Comcast's
sole risk and TiVo shall have no obligation to indemnify Comcast for any continued use of such component, feature or functionality after the date of
such termination.
(d) In addition to Comcast's other rights under this Section 16.1, (i) if TiVo terminates, pursuant to Section 16.1(c), any material or essential
component, feature or functionality or a number of lesser features that in the aggregate result in a material degradation of the TiVo Experience Software
or TIMS Solution, Comcast may elect to terminate this Agreement [*], and (ii) if TiVo terminates its obligations under this Section 16.1 based upon
reaching the limitation on liability pursuant to Section 17.1(I) or such higher amount as is continued to be paid by TiVo in TiVo's sole discretion in the
defense or settlement of any applicable claim, TiVo shall promptly provide Comcast written notice of such termination of its obligations, and Comcast
may elect to terminate this Agreement [*].
(e) This Section 16.1 states TiVo's entire obligation and liability and Comcast's sole and exclusive remedy with respect to any claim of
infringement of any Person's Intellectual Property Rights.
16.2 Comcast Indemnity. Subject to the limitations set forth in this Section 16 and Section 17, Comcast shall defend the TiVo 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 Comcast's use of the TiVo Marks (including, without limitation, the [*]) where such use is (A) not authorized by this Agreement or (B) not in
compliance with any applicable statute, law or regulation, and Comcast shall reimburse the TiVo Indemnified Parties for any and all Expenses reasonably
incurred in connection with investigating, mitigating or defending any such Loss. This Section 16.2 states Comcast's entire obligation and liability and TiVo's
sole and exclusive remedy with respect to any such claim.
16.3 Notice; Defense. Promptly after receipt by a Party of notice of the commencement of any action, suit, proceeding, investigation or assertion of any
claim in respect of which a claim for indemnification may be made hereunder by it or its indemnified persons (as the case may be, the "Indemnified Party"),
such Indemnified Party shall give written notice thereof to the other Party (the "Indemnifying Party"), provided that the failure to so notify 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.
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