Common use of Product Exclusivity Clause in Contracts

Product Exclusivity. (a) TiVo Stand-alone Boxes. From [*] until [*], Philips shall have the exclusive right, even as to TiVo, to market and sell TiVo Stand-alone Boxes in the Territory. Notwithstanding the foregoing, unless TiVo otherwise allows, in the event that, prior to [*], Philips releases a Stand-alone Personal TV System Box with a third party, with which it has an existing business relationship, which is a Competitive Device for sale to end-users within the Territory, TiVo shall have the right to market and sell Stand-alone Personal TV System Boxes [*] third parties; [*]. Prior to [*], Philips shall not release such a Personal TV System Box which is a Competitive Device with a third party with which it does not have an existing business relationship. Notwithstanding the provisions of this Section 3.2.a, TiVo shall have the right to manufacture, have manufactured, market, distribute and sell third-party branded TiVo Stand- alone Boxes with [*]. Unless sales of Philips-branded TiVo Stand-alone Boxes are less than [*] units in the month immediately preceding the date on which Philips' TiVo Stand- alone Box exclusivity expires or terminates (including pursuant to this Section), TiVo shall not manufacture, have manufactured, market, distribute and sell a TiVo-branded Personal TV System Box sooner than [*] after the date on which such exclusivity expires or terminates. TiVo may manufacture, have manufactured, market, distribute and sell a TiVo-branded Personal TV System Box after [*]. (b) Combination Boxes. From [*] until [*], Philips shall have the exclusive right, even as to TiVo, to market and sell DTV Combination Boxes in the Territory; provided, however (i) Philips must have a development plan (including without limitation staffing, schedule, milestones and resources) and be ready to begin implementation of such plan by [*]. Notwithstanding the foregoing, unless TiVo otherwise allows, in the event that [*], TiVo shall have the right to market and sell a DTV Combination Box [*]; * Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. 5. [*]. During this exclusivity period, Philips shall not release such Philips- branded DTV Combination Box which is a Competitive Device with a third party with which it does not have an existing business relationship. Notwithstanding the provisions of this Section 3.2.b, TiVo shall have the right to manufacture, have manufactured, market, distribute and sell [*] third-party branded DTV Combination Box with [*], and TiVo shall not authorize [*] to commence [*] of any [*] DTV Combination Box prior to [*].

Product Exclusivity. (a) TiVo Stand-alone Boxes. From [*] until [*], Philips shall have the exclusive right, even as to TiVo, to market and sell TiVo Stand-alone Boxes in the Territory. Notwithstanding the foregoing, unless TiVo otherwise allows, in the event that, prior to [*], Philips releases a Stand-alone Personal TV System Box with a third party, with which it has an existing business relationship, which is a Competitive Device for sale to end-users within the Territory, TiVo shall have the right to market and sell Stand-alone Personal TV System Boxes [*] third parties; [*]. Prior to [*], Philips shall not release such a Personal TV System Box which is a Competitive Device with a third party with which it does not have an existing business relationship. Notwithstanding the provisions of this Section 3.2.a, TiVo shall have the right to manufacture, have manufactured, market, distribute and sell third-party branded TiVo Stand- alone Boxes with [*]. Unless sales of Philips-branded TiVo Stand-alone Boxes are less than [*] units in the month immediately preceding the date on which Philips' TiVo Stand- alone Box exclusivity expires or terminates (including pursuant to this Section), TiVo shall not manufacture, have manufactured, market, distribute and sell a TiVo-branded Personal TV System Box sooner than [*] after the date on which such exclusivity expires or terminates. TiVo may manufacture, have manufactured, market, distribute and sell a TiVo-branded Personal TV System Box after [*]. (b) Combination Boxes. From [*] until [*], Philips shall have the exclusive right, even as to TiVo, to market and sell DTV Combination Boxes in the Territory; provided, however (i) Philips must have a development plan (including without limitation staffing, schedule, milestones and resources) and be ready to begin implementation of such plan by [*]September 1, 1999 unless Philips proposes a more favorable deal which is acceptable to Tivo. Notwithstanding the foregoing, unless TiVo otherwise allows, in the event that [*], TiVo shall have the right to market and sell a DTV Combination Box [*]an equal number of third parties; * Material has been omitted pursuant to a request for confidential treatment. Such material has been filed separately with the Securities and Exchange Commission. 5. [*]. During this exclusivity period, Philips shall not release such Philips- branded DTV Combination Box which is a Competitive Device with a third party with which it does not have an existing business relationship. Notwithstanding the provisions of this Section 3.2.b, TiVo shall have the right to manufacture, have manufactured, market, distribute and sell [*] a third-party branded DTV Combination Box with [*]; provided however, that TiVo shall not authorize [*] to announce the availability of any [*] DTV Combination Box prior to [*], and TiVo shall not authorize [*] to commence [*] of any [*] DTV Combination Box prior to [*].