Exhibit
3.01
  CERTIFICATE
OF INCORPORATION
  OF
  SATURN
HOLDING CORP
   ARTICLE
I
  The name of
this Corporation is Saturn Holding Corp (the “Corporation”).
  ARTICLE
II
 
 The address
of the Corporation’s registered office in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New
Castle.  The name of its registered agent at such address is
Corpoaration Service  Company.
  ARTICLE
III
  The
purpose of this Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of
Delaware.
  ARTICLE
IV
 (A) Classes
of Stock.  This Corporation is authorized to issue two classes
of stock to be designated, respectively, “Preferred Stock” and “Common
Stock”.  The total number of shares which the Corporation is
authorized to issue is two hundred fifty-five million (255,000,000)
shares.  Two hundred fifty million (250,000,000) shares shall be
Common Stock, par value One Tenth of One Cent ($0.001) per share (the “Common
Stock”), and five million (5,000,000) shares shall be Preferred Stock, par value
One Tenth of One Cent ($0.001) per share (the “Preferred Stock”).
  (B) Powers,
Preferences, Rights Qualifications, Limitations and Restrictions of Preferred
Stock.  The Preferred Stock may be issued from time to time in
one or more series.  The Board of Directors is hereby authorized to
fix or alter the dividend rights, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions), the
redemption price or prices, and the liquidation preferences of any wholly
unissued series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.
   
  ARTICLE
V
  (A)  Exculpation.
  (1)  California.  Prior
to the date upon which the Corporation is no longer subject to Section 2215 of
the California Corporations Code (the “Record Date”), and to the extent
California law applies, the
liability of each and every director of this Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California
law.
  (2)  Delaware.  A director of the
Corporation shall not be personally liable to the Corporation orits
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived any improper
personal benefit.  If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so
amended.
  (B)  Indemnification.
  (1)  California.  Prior
to the Record Date and to the extent California law applies, this corporation is
authorized to indemnify the directors and officers of the corporation to the
fullest extent permissible under California law.  Moreover, this
corporation is authorized to provide indemnification of (and advancement of
expenses to) agents (as defined in Section 317 of the California Corporation
Code) through Bylaw provisions, agreements with agents, vote of shareholders of
disinterested directors or otherwise, in excess of indemnification and
advancement otherwise permitted by Section 317 of the California Corporations
Code, subject only to applicable limits set forth in Section 204 of the
California Corporations Code, with respect to actions for breach of duty to the
corporation and its shareholders.
  (2)  Delaware.  To
the extent permitted by applicable law, this corporation is also authorized to
provide (and advancement of expenses to) such agents (and any other persons to
which Delaware law permits this corporation to provide indemnification) through
Bylaw provisions, agreements with such agents or other person, vote of
stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
Delaware General Corporation Law, subject only to limits created by applicable
Delaware law (statutory or nonstatutory), with respect to actions for breach of
duty to the corporation, its stockholders, and others.
  (C)  Effect of
Repeal or Modification.  Any repeal or modification of the
foregoing paragraph by the stockholders of the Corporation shall be prospective
only and shall not adversely affect any right or protection of a director,
officer, agent or other person existing at the time of, or increase the
liability of any director of the corporation with respect
to any acts or omissions of such director occurring prior to the time of such
repeal or modification.
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  ARTICLE
VI
  The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
  ARTICLE
VII
  The Board
of Directors may from time to time make, amend, supplement or repeal the Bylaws;
provided, however, that the stockholders may change or repeal any Bylaw adopted
by the Board of Directors; provided, however, that Bylaws shall not be adopted,
changed or repealed by the stockholders of the corporation except by the vote of
the holders of not less than eighty percent (80%) of the outstanding shares of
stock entitled to vote upon the election of directors.
  ARTICLE
VIII
  No action
shall be taken by the stockholders of the corporation except at an annual or
special meeting of stockholders called in accordance with the Bylaws, and no
action shall be taken by the stockholders by written consent.
  ARTICLE
IX
  Notwithstanding
any other provision of this Certificate of Incorporation or the Bylaws of the
corporation, the affirmative vote of the holders of at least eighty percent
(80%) of the outstanding shares of capital stock of the corporation entitled to
vote generally in the election of directors shall be required to add an article
to this Certificate of Incorporation imposing cumulative voting in the election
of directors, or to amend, alter or repeal any provision of Articles III,
IV, V, VI, VII, VIII or IX of this Certificate of Incorporation.
  ARTICLE
X
  In
addition to any affirmative vote required by law, any business combination (as
hereinafter defined) shall require the affirmative vote of the holders of at
least eighty percent (80%) of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors.  Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that some lesser percentage may be
specified by law.  The “business combination” as used in this Article
shall mean any transaction which is referred to in any one or more of the
following clauses (A) through (C):
  (A) any
merger or consolidation of the Corporation in which the Corporation is not the
surviving entity, or
  (B) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Corporation, or
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3  -
  (C)the adoption of any plan or
proposal for the liquidation or dissolution of the
Corporation.
 ARTICLE
XI
  
 The name and
mailing address of the incorporator are as follows:
  Jon
Gavenman
 275
Middlefield Road
 Menlo
Park, California  94025
 
  
  Executed
this 4th day of
December, 2007.
  By:
                /s/ Jon
      GavenmanJon
      Gaverman, Incorporator
  
 - 4 -
  CERTIFICATE
OF AMENDMENT OF
  CERTIFICATE
OF INCORPORATION
 OF
 SATURN
HOLDING CORP
 
 The undersigned
hereby certifies that:
  1.  He
is the duly elected and acting President and Chief Executive Officer of Saturn
Holding Corp, a Delaware corporation.
  2.  The
Certificate of Incorporation of this corporation was originally filed with the
Secretary of State of Delaware on December 4, 2007.
  3.  Pursuant
to Section 242 of the General Corporation Law of the State of Delaware, this
Certificate of Amendment of Certificate of Incorporation amends Article I of
this corporation’s Certificate of Incorporation to read in its entirety as
follows:
  “The name
of this Corporation is Macrovision Solutions Corporation (the
“Corporation”).”
  4.  The
foregoing Certificate of Amendment has been duly adopted by this corporation’s
Board of Directors and sole stockholder in accordance with the applicable
provisions of Sections 228 and242
of the General Corporation Law of the State of Delaware.
  Executed
at Santa Clara, Santa Clara County on January 11, 2008.
 By:
                /s/ Fred AmorosoFred AmorosoPresident
      and Chief Executive Officer
 
 
  CERTIFICATE OF AMENDMENT OF
  CERTIFICATE
OF INCORPORATION
 OF
 MACROVISION
SOLUTIONS CORPORATION
 
  The
undersigned hereby certifies that:
  1.  He is the
duly elected and acting President and Chief Executive Officer of Macrovision
Solutions Corporation, a Delaware corporation.
  2.  The
Certificate of Incorporation of this corporation was originally filed with the
Secretary of State of Delaware on December 4,
2007.
  3.  Pursuant
to Section 242 of the General Corporation Law of the State of Delaware,
this Certificate of Amendment of Certificate of Incorporation amends Article I
of this corporation’s Certificate of Incorporation to read in its entirety as
follows:
  “The name of this
Corporation is Rovi Corporation (the “Corporation”).”
  4.  The
foregoing Certificate of Amendment has been duly adopted by this corporation’s
Board of Directors and stockholders in accordance with the applicable provisions
of Section 242 of the General Corporation Law of the State of
Delaware.
  Executed
at Santa Clara, Santa Clara County on July 15, 2009.
  By:
                /s/ 
      Alfred J. AmorosoAlfred
      J. AmorosoPresident
      and Chief Executive Officer