TiVo 2011 Annual Report Download - page 136

Parties’ respective securities filings pursuant to subsection (b) below, each Party hereby agrees not to disclose to Third Parties without
the prior written consent of the other Party: (i) the terms and conditions of this Agreement, or (ii) the confidential information of the
other Party disclosed pursuant to this Agreement and marked as confidential, which in the case of AT&T will include non-public
information in reports provided under Section 4.5 marked as confidential by AT&T. Notwithstanding the foregoing, no Party shall be
liable for the disclosure of the terms and conditions of this Agreement or such confidential information (a) pursuant to judicial action
or decree, or any requirement of any government or any agency or department thereof having jurisdiction over such Party, provided
that in the reasonable opinion of counsel for such Party such disclosure is required and such Party to the extent reasonably practical
shall have given the other Parties notice prior to such disclosure sufficient to allow the other Party to seek a protective order; (b) for
the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as
amended, any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be
required under applicable laws or regulations or stock exchange rules; (c) to a Party’s affiliates, employees, consultants, contractors,
auditors, legal, financial advisors, accountants, banks, or financing sources and their advisors, actual or prospective investors or
acquirers (and their legal and financial advisors), or other representatives so long as such parties have a need to know such
confidential information and are expressly bound to keep such information confidential and not use such information for any
unauthorized purpose; (d) as reasonably required in connection with the enforcement of this Agreement or any rights hereunder; or (e)
to the extent such terms and conditions have become generally known or available to the public other than through the breach of this
Section 7.2 by the disclosing Party.
Section 8. CHANGE OF CONTROL
8.1. Change of Control. If a Party (the “Acquired Party”) undergoes a Change of Control involving a Third Party (the
“Acquirer”), then each of the following subsections shall apply:
(a) The Acquired Party shall give notice within thirty (30) days after the closing of such Acquisition to the other
Party (“Non-Acquired Party”).
(b) The license granted to the Acquired Party and its Subsidiaries will be limited to Licensed Products marketed,
sold, licensed or announced by the Acquired Party or any of its Subsidiaries prior to the Change of Control (“Existing Licensed
Products”) and improvements, updates, upgrades, bug fixes, modifications and follow on products and services to the Existing
Licensed Products. The license will not otherwise extend to the Acquirer.
(c) The license granted to the Non-Acquired Party and its Subsidiaries will remain in effect with respect to the
Licensed Patents of the Acquired Party and its Subsidiaries. However, no rights or licenses will be granted to the Non-Acquired Party
or its Subsidiaries with respect to any Patents of the Acquirer or its Subsidiaries (other than the Licensed Patents acquired as part of
the Acquired Party or its Subsidiaries in the respective Change of Control
[*]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.