TiVo 2004 Annual Report Download - page 181

supplier of TiVo or any of TiVo's Affiliates or (iii) a member of the immediate family of a Person described in clause (i) or (ii);
(d) The certificate of formation, limited liability company agreement and/or other organizational documents of BRE shall [*] (i) any bankruptcy
filing by BRE, (ii) any dissolution, liquidation, consolidation, merger or sale of all or substantially all of BRE's assets, (iii) BRE to engage in any
business activity unrelated to holding and maintaining the rights in the TiVo Marks, (iv) the incurrence of any indebtedness by BRE, (v) the incurrence
by BRE of any liabilities outside the ordinary course of business or (vi) the amendment of BRE's certificate of formation, limited liability company
agreement or other organizational documents; and
(e) TiVo shall otherwise use its best efforts to organize BRE and to conduct its business in a manner that minimizes the potential for (i) BRE to
be involved in a voluntary or involuntary bankruptcy, (ii) BRE or its assets to be included in any bankruptcy of TiVo or any other TiVo Affiliate or (iii)
BRE to be substantively consolidated with TiVo or any other TiVo Affiliate under applicable bankruptcy law.
21.3 Understanding Regarding Remedies. For so long as Comcast enjoys the use of the TiVo Marks pursuant to the license agreement between
Comcast and BRE, Comcast shall have no remedies against BRE. BRE must require a provision similar to this Section 21.3 in any trademarks licenses from
BRE to third parties.
21.4 [*].
(a) In the event that TiVo fails to effect the transfer required by Section 21.1(a) [*], then, TiVo shall be required to, and covenants that it
promptly shall, either (i) [*], or (ii) [*].
(b) Upon the voluntary or involuntary filing of a petition in bankruptcy by or against TiVo or any TiVo Affiliate that holds rights in the TiVo
Marks, which, in the case of an involuntary petition, [*]
(c) Upon TiVo's compliance with the covenant contained in Section 21.1(a) of this Agreement, either (i) [*] or (ii) [*].
(d) In the event that TiVo fails to effect the transfer required by Section 21.1(a) [*], Comcast's sole and exclusive remedy for the [*].
21.5 Costs and Expenses. All costs and expenses associated with the transfers of TiVo Marks and the furnishing of documentation required by this
Section 21, the formation of BRE and the creation of the [*] shall be borne exclusively by [*].
21.6 Termination. Except as set forth in Section 21.4(b), upon expiration or termination of this Agreement prior to the establishment of BRE, [*].
[*] 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.
37.