TiVo 2011 Annual Report Download - page 120

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Exhibit 10.52
as filed with
10-K
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the
information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this
exhibit has been filed separately with the Securities and Exchange Commission.
SETTLEMENT AND PATENT LICENSE AGREEMENT
This Settlement and Patent License Agreement (“Agreement”), effective as of January 3, 2012 (“Effective Date”), is made by
and between TiVo Inc., a Delaware corporation (“TiVo”), and AT&T Inc., a Delaware corporation (“AT&T”). TiVo and AT&T are
each referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, TiVo and AT&T or their Subsidiaries are parties to the following lawsuits: (A) TIVO INC. v. AT&T INC.;
AT&T OPERATIONS, INC.; AT&T SERVICES, INC.; AT&T VIDEO SERVICES, INC.; SBC INTERNET SERVICES, INC.;
SOUTHWESTERN BELL TELEPHONE COMPANY (Defendants); and MICROSOFT CORP. (Intervenor); Case No. 2:09-CV-259-
DF, United States District Court for the Eastern District of Texas; and (B) AT&T INTELLECTUAL PROPERTY I, L.P., and AT&T
INTELLECTUAL PROPERTY II, L.P., v. TIVO INC.; Case No. 4:10-CV-01059-SBA, United States District Court for the Northern
District of California (collectively, the “Pending Litigation”); and
WHEREAS, the Parties have agreed, among other things, to settle such Pending Litigation and also grant one another
beneficial patent licenses pursuant to the terms set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and other terms and conditions
contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:
Section 1. DEFINITIONS AND CONSTRUCTION
In this Agreement, capitalized terms have the meanings set forth below or otherwise ascribed herein:
1.1. “Additional Subscriber” means any Person who: (i) is or becomes a DVR Subscriber of an MVPD or MVPD Service
(or portion thereof) that becomes owned or controlled by AT&T or any of its Subsidiaries as a result of a Subscriber Acquisition
Transaction (“Acquired MVPD Service”), except for any subscriber of such Acquired MVPD Service who at the time of closing [*];
or (ii) becomes a DVR Subscriber to any AT&T Services within [*] after being a customer of another MVPD Service involved in a
Subscriber Acquisition Transaction.
1.2. “Advanced Television Field” means any system, apparatus, method, or process that facilitates or is related to [*]. In
addition, with respect to any Licensed Patent that is an
[*] 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.