TiVo 2011 Annual Report Download - page 129

doubt, TiVo Licensed Products sold or licensed directly or indirectly by TiVo or its Subsidiaries prior to the Effective Date are subject
to the releases under Section 2.2 and will be deemed covered by the license under this Section 3.2(a) for use of such products during
the Term within the scope of and as permitted by the license granted to TiVo under this Section 3.2(a) (including [*]).
(b) Non-Circumvention. TiVo, on behalf of itself and its Subsidiaries, agrees not to enter into any transaction or
arrangement that would circumvent the limitations on the licenses hereunder or extend any rights or benefits under the license to any
MVPD Service that are not intended to be covered under the above license, including through any joint venture, resale arrangement or
other business combination.
3.3. Have Made Rights. The rights granted to a Party (“ Grantee”) to have products made for such Party by a Third Party
(including Microsoft) under the licenses granted under Sections 3.1 and 3.2 above shall apply whenever the products are purchased by
such Party for use within the scope of the license granted to the Grantee above, whether the designs and specifications for the
manufacture of such products are furnished to such Third Party by the Grantee and the products are made by such Third Party for the
account of the Grantee or the Grantee orders products “off-the-shelf,” provided, however, that such products are not purchased for
resale back to, or on behalf of, such Third Party or any Affiliate of such Third Party. Notwithstanding anything to the contrary, no
release, license or other rights of any kind are granted directly or indirectly to any AT&T Supplier or TiVo Supplier with respect to
any products sold or otherwise distributed directly or indirectly by such supplier other than to Grantee or its Subsidiaries or distributed
or used outside of the AT&T Licensed Products or TiVo Licensed Products, as applicable.
3.4. Subsidiary Licenses.
(a) Each Party intends for this Agreement to extend to all of its Subsidiaries with respect to the applicable licenses
granted by such Party to the other Party under this Agreement. The Parties agree that, to the extent they are not already bound, each
Party shall ensure that all such Subsidiaries are bound by the terms of this Agreement.
(b) The licenses and immunities granted to a Subsidiary under this Section 3 shall terminate on the date such
Subsidiary ceases to be a Subsidiary of a Party. If a Subsidiary ceases to be a Subsidiary and holds, at or before such time, any Patents
under which a Party and its Subsidiaries is licensed, such license shall continue for the Term with respect to such Patents and any
divisions, continuations, continuations-in-part, extensions, reissues or counterparts of such Patents.
(c) If a Person becomes a Subsidiary of a Party after the Effective Date, then: (i) such Person, upon becoming a
Subsidiary, shall be granted the applicable license set forth in this Section 3; provided, however, that the licenses to AT&T and its
Subsidiaries shall be subject to the payment obligations in Section 4, including the obligation to make Additional Payments
[*] 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.