TiVo 2004 Annual Report Download - page 180

SECTION 21. BANKRUPTCY REMOTE ENTITY PROVISIONS.
21.1 Transfer to Bankruptcy Remote Entity. TiVo covenants that:
(a) [*] TiVo (i) will transfer, and will cause any of its Affiliates to transfer, all rights in the TiVo Marks existing as of the Effective Date and all
new TiVo Marks that are created during the Term (including any such TiVo Marks that are created following the date of such transfer immediately
upon the creation thereof and without any further action by TiVo or any such Affiliate) and associated goodwill to a special purpose, bankruptcy remote
entity ("BRE"), in order to protect Comcast's rights in such marks (it being understood that BRE may grant licenses to TiVo and its Affiliates and to
third parties, provided that licenses to such third parties are on terms substantially similar to those set forth in Section 1.3), (ii) provide Comcast with a
"true-sale" opinion with respect to such transfer from TiVo's outside counsel, in form and substance reasonably satisfactory to Comcast, and (iii) cause
BRE to enter into a trademark license agreement with Comcast (w) granting Comcast all the rights to the TiVo Marks set forth in Section 1.3 of this
Agreement, (x) delegating all of TiVo's obligations pursuant to Section 1.3 with respect to the TiVo Marks to BRE, (y) pursuant to which BRE agrees
that it will not transfer its rights in the TiVo Marks other than as part of a transfer of TiVo's interest in BRE as part of a merger, combination,
reorganization or consolidation of TiVo or sale of substantially all of TiVo's assets, and (z) subject to all other generally applicable provisions of this
Agreement such as Sections 28 through 42, inclusive;
(b) Consistent with the transfer described in Section 21.1(a), (i) all new registered TiVo Marks will be registered in the name of BRE, and (ii) all
other new TiVo Marks (to the extent the same are not automatically transferred to BRE pursuant to the transfer described in Section 21.1(a)), will [*] be
transferred to BRE by TiVo or its applicable Affiliate; and
(c) Upon request by Comcast at any time, TiVo will (i) furnish to Comcast any documentation that Comcast deems reasonably necessary relating
to, supporting or confirming BRE's ownership of right, title, and interest in and to the TiVo Marks, including documentation relating to chain of title,
and (ii) sign and deliver all papers, take all rightful oaths, and do all acts that may be reasonably necessary for vesting and recording title to the TiVo
Marks in BRE, its successors, assigns and legal representatives or nominees.
21.2 Governance and Operations of BRE. TiVo further covenants that:
(a) BRE shall be organized as a newly-formed Delaware limited liability corporation;
(b) The certificate of formation, limited liability company agreement and/or other organizational documents of BRE shall expressly limit BRE's
business purposes, powers and operations so as to minimize any risk of bankruptcy;
(c) At least one of the managers of BRE shall at all times be an Independent Manager. For purposes of this Agreement, "Independent Manager"
shall mean a manager of BRE who, during the five year period prior to his or her appointment as a manager has not been, and during the continuation of
his or her service as a manager is not, (i) an employee, director, stockholder, partner or officer of TiVo or any of TiVo's other Affiliates, (ii) a customer
or
[*] 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.
36.