Licensing And Marketing Agreement

Exhibit 10.58


Exhibit 10.58

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.


LICENSING AND MARKETING AGREEMENT


dated as of March 15, 2005

among


COMCAST STB SOFTWARE DVR, LLC

COMCAST CORPORATION


and


TIVO INC.


TABLE OF CONTENTS PAGE


SECTION 1. LICENSES 1

SECTION 2. OWNERSHIP AND RIGHTS IN INTELLECTUAL PROPERTY 5

SECTION 3. FEES 6

SECTION 4. PROMOTION COMMITMENT 7

SECTION 5. COVENANTS NOT TO ASSERT 9

SECTION 6. INITIAL DEVELOPMENT 9

SECTION 7. ONGOING DEVELOPMENT 18

SECTION 8. CUSTOMER SUPPORT; COMCAST MAINTENANCE AND SUPPORT 20

SECTION 9. ADVERTISING 20

SECTION 10. AUDIENCE RESEARCH SERVICES 24

SECTION 11. REPORTS; AUDIT RIGHTS 24

SECTION 12. GOVERNANCE 25

SECTION 13. [*] 26

SECTION 14. MFN PROVISION 26

SECTION 15. REPRESENTATIONS AND WARRANTIES 28

SECTION 16. INDEMNITIES 31

SECTION 17. LIMITATION OF LIABILITY 33

SECTION 18. PRESS RELEASE 34

SECTION 19. ACCESS TO SOURCE CODE 34

SECTION 20. BANKRUPTCY PROVISION 35

SECTION 21. BANKRUPTCY REMOTE ENTITY PROVISIONS 36

SECTION 22. TERM 38

SECTION 23. TERMINATION RIGHTS 38

SECTION 24. EFFECT OF EXPIRATION/TERMINATION 39

SECTION 25. [*] 41

SECTION 26. RESERVED 41

SECTION 27. PRIVACY; COMCAST SUBSCRIBER DATA 41

SECTION 28. NOTICES 42

SECTION 29. AMENDMENTS; WAIVERS LIMITED 43 [*] 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.


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TABLE OF CONTENTS (CONTINUED)

PAGE


SECTION 30. SUCCESSORS AND ASSIGNS 43

SECTION 31. ADDITIONS AND DIVESTITURES 44

SECTION 32. GOVERNING LAW 44

SECTION 33. DISPUTE ESCALATION 45

SECTION 34. ARBITRATION 45

SECTION 35. SEVERABILITY 46

SECTION 36. [*] 46

SECTION 37. CONFIDENTIALITY 46

SECTION 38. COUNTERPARTS 47

SECTION 39. TAXES; HOLD HARMLESS 47

SECTION 40. ENTIRE AGREEMENT; PRIOR AGREEMENTS 47

SECTION 41. THIRD PARTY BENEFICIARIES 47

SECTION 42. NO INFERENCE OF ADMISSION 47

EXHIBIT A - DEFINITIONS

EXHIBIT B - TIVO EXPERIENCE FEATURES AND FUNCTIONALITY

EXHIBIT C TIMS FEATURES AND FUNCTIONALITY

EXHIBIT D - CUSTOMER SUPPORT

EXHIBIT E [*]

EXHIBIT F - [*]

EXHIBIT G - PRESS RELEASE

EXHIBIT H - THIRD PARTY IP

EXHIBIT I [*] BRANDING FOR TIVO-ENABLED STBS

EXHIBIT J - TIVO TRADEMARK USAGE GUIDELINES AND POLICIES

EXHIBIT K - TIVO PATENTS

EXHIBIT L MAINTENANCE AND SUPPORT

EXHIBIT M [*]

EXHIBIT N WIRING INSTRUCTIONS

EXHIBIT O COMCAST LOGO [*] 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.


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LICENSING AND MARKETING AGREEMENT


This Licensing and Marketing Agreement (the " Agreement" ) is made effective as of March 15, 2005 (the " Effective Date" ), by and among Comcast STB Software DVR, LLC, a Delaware limited liability company, having its principal place of business at 1201 N. Market Street, Suite 1000, Wilmington, Delaware 19801 (" Licensee" ), Comcast Corporation, a Pennsylvania corporation, having its principal place of business at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148, as guarantor of Licensee' s obligations hereunder (" Comcast Parent" and, together with Licensee, " Comcast" ), and TiVo Inc., a Delaware corporation, having its principal place of business at 2160 Gold Street, Alviso, California 95002 (" TiVo" ). Comcast and TiVo may sometimes be individually referred to as a " Party" or collectively referred to as the " Parties" . Unless otherwise defined herein all capitalized terms shall have the meaning ascribed thereto in Exhibit A, attached hereto and incorporated herein by this reference.


RECITALS


WHEREAS, TiVo and Comcast desire to establish a strategic relationship that provides Comcast with


(i) a product featuring DVR Technology, Home Networking Technology and Media Center Technology that is integrated with certain of Comcast' s current and future DVR platforms and provides Comcast Subscribers with current and future TiVo products and services as an optional alternative to Comcast' s other DVR product offerings, and

(ii) an interactive advertising solution for deployment across certain of Comcast' s current and future platforms.

THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:


SECTION 1. LICENSES.

1.1 TiVo Experience License . Subject to the terms and conditions of this Agreement, TiVo, on behalf of itself and all TiVo Affiliates, hereby grants to Licensee a royalty-bearing (as provided in Section 3), worldwide, non-exclusive, non-transferable (except as expressly provided in Section 30 of this Agreement), non-sublicensable (except as expressly provided in this Section 1.1) license under all of TiVo' s Intellectual Property Rights in, to and under the TiVo Experience to: (1) make, copy, modify, use, display, sell, distribute or otherwise transfer (and have made, copied, modified, used, displayed, sold, distributed, or otherwise transferred) the TiVo Experience solely as incorporated in Comcast Products used, displayed, sold, distributed or otherwise transferred within the Territory; (2) copy, use, display, license, distribute or otherwise transfer (and have copied, used, displayed, licensed, distributed or otherwise transferred) the TiVo Experience Software (solely in object code form) only as incorporated in, and for use in conjunction with, Comcast Products deployed to or used in Comcast Systems solely within the Territory; and (3) solely in connection with Licensee' s exercise of the rights granted in clauses (1) and (2) above, authorize and sublicense any or all of


1.

these same rights to Comcast Parent, all other Comcast Affiliates, Comcast Systems and Comcast Vendors (collectively, " Comcast Sublicensees" ); provided that, in each case (1), (2) and (3), these rights are subject to the following restrictions and terms:

(a) the TiVo Experience Software shall be distributed to Comcast Subscribers in executable form only, unless such code is subject to open source license terms requiring disclosure of source code, and subject to end user terms and conditions no less restrictive than those used for Comcast' s or applicable Comcast Vendor' s, whichever is more restrictive, proprietary software incorporated in the Comcast Products;


(b) Licensee and the Comcast Sublicensees shall not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from any TiVo Experience Software provided by TiVo in executable code form, and shall not modify such executable code except in the course of its intended use (e.g., linking executable code with other components);

(c) Licensee and the Comcast Sublicensees shall not obfuscate, alter or remove any of TiVo' s valid copyright or other proprietary rights notices or legends appearing on or in the TiVo Experience Software in the form provided by TiVo, and all such markings shall be included on or in all copies made by Licensee or any Comcast Sublicensee of any portion of such TiVo Experience Software, all as may reasonably be required to protect TiVo' s copyright or other proprietary rights and subject to Comcast' s reasonable approval as to the placement thereof;

(d) Licensee' s right to sublicense any of its rights under this Section 1.1 to Comcast Vendors and Comcast Systems shall not include the right to assign the benefit of any indemnities or warranties under this Agreement;


(e) Comcast acknowledges that (x) the TiVo Experience may incorporate, reference or require the use of certain Third Party IP and that licenses granted pursuant to this Section 1.1 specifically exclude any license rights in or to such Third Party IP, and (y) except as otherwise provided in the Initial TE Software Statement of Work or any other Statement of Work, Comcast and the Comcast Sublicensees shall be responsible for obtaining the necessary rights in any such Third Party IP, provided that TiVo shall use commercially reasonable efforts to promptly notify Comcast of any changes to the list of the Third Party IP attached hereto as Exhibit H; and


(f) Comcast shall be and remain responsible for any breach of the license rights granted pursuant to this Section 1.1 by any of the Comcast Sublicensees, and Comcast shall not purport to grant any sublicenses or other rights under the TiVo Experience or TiVo Experience Software that are inconsistent with the restrictions and terms of this Agreement.

For the avoidance of doubt, this Section 1.1 provides Comcast with a license to [*] elements of the TiVo Experience [*] but any additional software, documentation or other elements of the TiVo Experience not included in the TiVo Experience Software (other than bug

[*] 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.


2.

fixes, patches and similar software, documentation or other materials) will be delivered only under a Statement of Work to be negotiated by the Parties, and the only [*] any related development work as provided in the Statement of Work.


1.2 TIMS License . Subject to the terms and conditions of this Agreement, TiVo, on behalf of itself and all TiVo Affiliates, hereby grants to Licensee a royalty-free, worldwide, non-exclusive, non-transferable (except as expressly provided in Section 30 of this Agreement), non-sublicenseable (except as expressly provided in this Section 1.2 of this Agreement), fully paid-up license under all of TiVo' s Intellectual Property Rights in, to and under the TIMS IP to: (1) make, copy, modify, use, display, sell, distribute or otherwise transfer (and have made, copied, modified, used, displayed, sold, distributed, or otherwise transferred) the TIMS Solution (in object [*] form) and TIMS IP solely as in conjunction with Comcast Products deployed to or used in Comcast Systems solely within the Territory; and (2) in connection with Licensee' s exercise of the rights granted in clause (1) above, authorize and sublicense any or all of these same rights to Comcast Sublicensees, without further rights to sublicense; provided that, in each case (1) and (2), these rights are subject to the following restrictions and terms:

(a) any and all TIMS Solution and other TIMS IP software code incorporated in Comcast Products or deployed in Comcast Systems shall be distributed to Comcast Subscribers in executable form only, unless such code is subject to open source license terms requiring disclosure of source code, and subject to end user terms and conditions no less restrictive than those used for Comcast' s or applicable Comcast Vendor' s, whichever is more restrictive, proprietary software incorporated in the Comcast Products and Comcast Systems;


(b) Licensee and the Comcast Sublicensees shall not obfuscate, alter or remove any of TiVo' s valid copyright, patent or other proprietary rights notices or legends appearing on or in the TIMS Solution in the form provided by TiVo, and all such markings shall be included on or in all copies made by Licensee or any Comcast Sublicensee of any portion of such TIMS Solution, all as may reasonably be required to protect TiVo' s copyright, patent or other proprietary rights and subject to Comcast' s reasonable approval as to the placement thereof;


(c) Licensee' s right to sublicense any of its rights under this Section 1.2 to Comcast Vendors and Comcast Systems shall not include the right to assign the benefit of any indemnities or warranties under this Agreement;

(d) the use of any TIMS Solution [*] by Licensee, Comcast Affiliates and Comcast Systems shall be solely pursuant to the [*] provisions set forth in Exhibit E;

(e) [*];

(f) Comcast acknowledges that (i) the TIMS IP may incorporate, reference or require the use of certain Third Party IP and that licenses granted pursuant to this Section 1.2 specifically exclude any license rights in or to such Third Party IP, and (ii) except as otherwise provided in the Initial TIMS Statement of Work, Comcast and the Comcast Sublicensees shall be

[*] 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.


3.

responsible for obtaining the necessary rights in any such Third Party IP, provided that TiVo shall use commercially reasonable efforts to promptly notify Comcast of any changes to list of Third Party IP attached hereto as Exhibit H; and

(g) Comcast shall be and remain responsible for any breach of the license rights granted pursuant to this Section 1.2 by any of the Comcast Sublicensees and Comcast shall not purport to grant any sublicenses or other rights under the TIMS Solution or TIMS IP that are inconsistent with the restrictions and terms of this Agreement.

For the avoidance of doubt, this Section 1.2 provides Comcast with a license to [*] elements of the TIMS IP [*] but any additional software, documentation or other materials of the TIMS IP not included in the TIMS Solution (other than bug fixes, patches and similar software, documentation or other materials) will be delivered only under a Statement of Work to be negotiated by the Parties, and the only [*] for any related development work as provided in the Statement of Work.


1.3 TiVo Marks . Subject to the terms and conditions of this Agreement, TiVo, on behalf of itself and all TiVo Affiliates, hereby grants to Licensee a royalty-free, non-exclusive, non-transferable (except as expressly provided in Section 30 of this Agreement), non-sublicensable (except as expressly provided in the Section 1.3 of this Agreement) license to: (1) use and display the TiVo Marks solely for use in, or in reference to, the TiVo Experience Software; (2) solely in the event that Comcast [*], use and display the TiVo Marks in reference [*]; (3) solely in the event of the termination of this Agreement by Comcast for cause as a result of a failure by TiVo to [*] use and display [*] in connection with [*]; and (4) in connection with Licensee' s exercise of the rights granted in Section 1.3, authorize and sublicense to Comcast Sublicensees the right to so use and display the TiVo Marks, in each case (1), (2), (3) and (4) subject to the following restrictions and terms:

(a) Licensee shall include [*] TiVo co-branding as part of the TiVo Experience Software as provided in Exhibit I and in related marketing materials as described in Section 4.8;


(b) except as provided in Section 1.3(a) above, neither Licensee nor any Comcast Sublicensee shall have any [*] to use or display the TiVo Marks in, on or with relation to [*];

(c) if Licensee or any Comcast Sublicensee shall use or display the TiVo Marks as permitted by this Section 1.3, such Person shall comply with TiVo' s trademark usage guidelines and policies attached hereto as Exhibit J, as the same may be reasonably modified from time to time by TiVo upon [*] notice to Comcast;


(d) before making use of any TiVo Marks, Comcast shall submit a sample of the proposed use to TiVo for its approval as to whether the proposed use complies with its trademark usage guidelines and policies, which approval shall not be unreasonably withheld, provided that (i) if TiVo does not provide Comcast with a written [*] of such proposed use [*]

[*] 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.


4.

after such submission, TiVo will be deemed to have [*] such proposed use, (ii) if TiVo withholds its approval in accordance with this clause (d), Comcast shall modify or cancel the proposed use as reasonably requested by TiVo, and (iii) if TiVo approves such proposed use or [*], no further approval by TiVo will be required with respect to such use of the TiVo Marks provided that the use, quality and depiction of the TiVo Marks, and the context in which they are depicted, remains substantially similar to the approved use;

(e) Comcast shall be and remain responsible for any breach of the license rights granted pursuant to this Section 1.3 by any of the Comcast Sublicensees;


(f) nothing in this Agreement shall in any way extinguish, limit, restrict or curtail, or be deemed to extinguish, limit, restrict or curtail, any rights that (i) any of Licensee, Comcast Parent or any other Comcast Sublicensees may have to use the TiVo Marks in the absence of this Agreement, including, without limitation, any constitutional, statutory and common law rights; or (ii) TiVo may have to prevent uses of TiVo Marks by Licensee or any of the Comcast Sublicensees other than in accordance with the license rights granted pursuant to this Section 1.3, including, without limitation, legal proceedings in courts of competent jurisdiction; and

(g) Licensee' s right to use and display the TiVo Marks shall be limited to TiVo' s then-current TiVo Marks [*].


1.4 Patent Marking . TiVo shall have the right [*] to display [*] patent numbers identified by TiVo (including, without limitation, the Goldwasser patent). TiVo shall be solely responsible for, and shall assume any and all liability associated with, determining which patent numbers are to be displayed [*] and TiVo agrees that Comcast shall not assume any responsibility or liability in this regard. The inclusion of such patent numbers [*] does not constitute an acknowledgment by Comcast or any Comcast Affiliates or Comcast Vendors of the applicability of the corresponding patents to any Comcast Products or to any other products.


SECTION 2. OWNERSHIP AND RIGHTS IN INTELLECTUAL PROPERTY.

2.1 TiVo IP . As between the Parties, all TiVo IP shall at all times remain the sole and exclusive property of TiVo, subject to the licenses and other rights granted to Licensee under this Agreement.


2.2 Newly Developed IP . All new Intellectual Property Rights that are created by TiVo or a TiVo Affiliate (whether solely or jointly with Comcast or a Comcast Affiliate) pursuant to a Statement of Work under this Agreement shall vest in and at all times remain the sole and exclusive property of TiVo; provided that any such new Intellectual Property Rights shall constitute TiVo Experience IP or TIMS IP, as applicable, and shall be subject to the licenses granted to Comcast pursuant to this Agreement, including the covenant granted pursuant to Section 5.1 (subject to the limitations in Section 5.1). All new Intellectual Property Rights that are created by Licensee or a Comcast Affiliate (that are not created jointly with TiVo or a

[*] 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.


5.

TiVo Affiliate) shall vest in and at all times remain the sole and exclusive property of Licensee or such Comcast Affiliate, as applicable, and TiVo shall not have any license or other rights therein, other than the covenant granted pursuant to Section 5.2 (subject to the limitations in Section 5.2). Each Party shall, [*], at any time during or after the Term, sign all instruments and documents reasonably requested by the other Party, and otherwise cooperate with the other Party, to effectuate or evidence its rights to any and all such new Intellectual Property Rights. The foregoing allocation of ownership and rights is as between the Parties only.


SECTION 3. FEES.

3.1 Upfront Fee . In consideration for the licenses granted under Section 1 of this Agreement and the other rights granted to Comcast under this Agreement, Licensee shall pay to TiVo [*] following the Effective Date.

3.2 Monthly Fees . Except as provided in Section 4.5 hereof, Licensee shall pay to TiVo a monthly fee for each Comcast TiVo Subscriber, calculated in accordance with the following [*]:


[*]

[*]


3.3 Other Fees and Payments.

(a) Licensee shall pay to TiVo (i) any applicable [*] under Section 4.2, (ii) the TIMS Solution Development Fee as further described in Section 6.1, (iii) the TiVo Experience Software Development Fee as further described in Section 6.2, (iv) any applicable fees for ongoing development activities under Section 7, (v) any applicable advertising fees under Section 9, (vi) any applicable fees for additional customer support, maintenance and support, and other services, as may be requested by Comcast, including, without limitation, those described in Sections 8.1, 8.2, 19.4, 24.1 and 24.2 and under Exhibits D and L; and (vii) any applicable audience research service fees under Section 10.2.


(b) TiVo shall pay to Comcast (i) any applicable [*], and (ii) any applicable [*].

3.4 Deployment Fees. [*]

(a) [*]

(b) [*]

(c) [*]

[*] 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.


6.

3.5 Payments . All payments relating to development work performed under a Statement of Work shall be paid in accordance with the billing procedures set forth in the applicable Statement of Work. All other payments shall be paid within [*] after the end of the month to which such obligations relate or in which such obligations accrue. All undisputed payments described in this Section 3 not received by a Party by the applicable due date shall be deemed delinquent. Delinquent payments shall accrue interest at a rate of [*] (or, if lower, the maximum rate permitted by law) during the period that such payment remains delinquent.


3.6 Wiring Instructions . All amounts due to TiVo shall be paid in United States Dollars within the time frames specified herein by wire pursuant to the instructions set forth in Exhibit N (Wiring Instructions). All amounts due to Comcast shall be paid in United States Dollars within the time frames specified herein by wire pursuant to instructions to be provided to TiVo no less than 10 days prior to the deadline for the relevant payment.

3.7 No Incremental Charges . Except as and to the extent otherwise expressly provided elsewhere in this Agreement, the financial terms set forth in this Section 3 reflect all of the fees, payments, royalties, charges and other costs to be charged by TiVo to Comcast or by Comcast to TiVo during the Term, and there shall be no other incremental charges imposed by either TiVo or Comcast during the Term in connection with the matters covered herein.

SECTION 4. PROMOTION COMMITMENT.

4.1 TiVo Experience Software Availability. Comcast will [*] make available the TiVo Experience Software in Qualifying Systems that serve [*] the total number of Comcast Subscribers in all Qualifying Systems [*]. In any event, such deployment will be completed within [*] following final Comcast acceptance of the initial TiVo Experience Software (" Comcast TE Acceptance" ), subject to [*].

4.2 Subscriber Terms. Comcast will retain full discretion over [*] upon which the TiVo Experience Software will be offered and sold to Comcast Subscribers, provided that, [*] Comcast TiVo Subscribers, (i) if Comcast [*] in a particular Comcast System and Comcast [*], and (ii) if Comcast [*] in a particular Comcast System and Comcast [*].


4.3 Marketing Programs. Upon [*] of the TiVo Experience Software [*], Comcast will execute the following marketing programs in support of the TiVo Experience Software:


(a) [*];

(b) [*]; and

(c) [*].

[*] 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.


7.

4.4 Marketing Spending.


(a) Upon Comcast TE Acceptance, Comcast shall market the TiVo Experience Software for [*] following Comcast TE Acceptance through general marketing campaigns valued at a minimum of [*].

(b) Upon [*] of the TiVo Experience Software in a [*] Comcast Systems [*], Comcast shall make one component of its general marketing campaigns [*] the TiVo Spot.


(c) In addition to the launch-related marketing programs described in Sections 4.4(a) and 4.4(b) above, upon Comcast TE Acceptance Comcast will market the TiVo Experience Software as part of its general marketing campaigns [*], and Comcast will engage in general marketing valued at amounts [*] up to [*] per year [*]. The type of marketing employed in such general marketing campaigns (e.g., television commercials, print impressions, etc.) will be [*]. [*]

(d) For purposes of Comcast' s obligations under this 4.4, advertising distributed by Comcast on Comcast Systems shall be valued at [*].


4.5 [*]. Comcast will be permitted, but not obligated, to [*] of the TiVo Experience Software in connection with [*], during which [*] Comcast will [*] and TiVo will [*].

4.6 Comcast Marketing Control. Comcast will control the form and content of all marketing messages and materials executed by Comcast that relate to the TiVo Experience Software (subject to TiVo' s trademark usage guidelines in Exhibit J), and TiVo will assist Comcast in the design and development thereof.


4.7 Independent Marketing by TiVo. TiVo may, in its sole discretion and at its sole expense, conduct additional marketing to support the TiVo Experience Software [*]. Except as otherwise approved by Comcast in its sole discretion, TiVo' s use of any Comcast trademarks shall be limited to the display of Comcast' s then-current, primary logo used to brand Comcast' s cable service (the current version of which in effect as of the Effective Date is set forth on Exhibit O hereto) [*] and any such use shall otherwise be in accordance with Comcast trademark usage guidelines and policies as in effect from time to time. For the sake of clarity, the foregoing does not restrict TiVo' s advertising for the TiVo Standalone Products or the products of TiVo' s other commercial partners. Except as expressly provided in the first sentence of this Section 4.7, the provisions of this Section 4.7 shall not restrict TiVo' s right to make nominative use of any Comcast trademarks as permitted by law.

4.8 Branding of Marketing Materials . Subject to the restrictions and terms of use set forth in Section 1.3, Comcast will include the TiVo logo on all marketing and sales materials that refer to the TiVo Experience Software, including, without limitation, collateral/brochures, advertisements and retail merchandising.

[*] 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.


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SECTION 5. COVENANTS NOT TO ASSERT.


5.1 TiVo Covenant.


(a) During the Term, neither TiVo nor any of its Affiliates will assert against Comcast, Comcast Affiliates, Comcast Vendors (in relation to Comcast Products), or Comcast Subscribers (in relation to Comcast Products), any claims of infringement of any TiVo Patents (whether arising before or during the Term), in the following fields:

[*]

The Parties intend that the covenant in this Section 5.1, along with the limitations in this Section 5.1, shall run commensurate with the TiVo Patents and shall be binding ...