herein, shall give
GEMSTAR full and exclusive authority for, and information for and reasonable
assistance with the defense and settlement thereof, at GEMSTAR's expense.
7.4
DISCLAIMER. EXCEPT AS SET FORTH IN SECTIONS 7.1 AND 7.3, NO PARTY TO THIS
AGREEMENT MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED, OR ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE PRODUCTS AND
SERVICES AUTHORIZED AND/OR PROVIDED HEREUNDER OR ANY WARRANTY AS TO INTELLECTUAL
PROPERTY VALIDITY, INTELLECTUAL PROPERTY NON-INFRINGEMENT OR OTHER STATUTORY
WARRANTY. WITHOUT LIMITING THE FOREGOING SENTENCE, NO PARTY TO THIS AGREEMENT
MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, THAT ANY PRODUCT(S) AND/OR
GEMSTAR IPG-RELATED PATENTS DOES NOT DIRECTLY, INDUCE OR CONTRIBUTORILY INFRINGE
ANY THIRD PARTY PATENT, COPYRIGHT, MASK WORK, TRADE SECRET, TRADEMARK, AND/OR
OTHER PROPRIETARY RIGHT, AND THE PARTIES TO THIS AGREEMENT AGREE WITHOUT
LIMITATION THAT NO PARTY TO THIS AGREEMENT WARRANTS TO THE OTHER AGAINST
INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.
7.5
SPECIAL DAMAGES. EXCEPT FOR BREACHES OF SECTION 10.9 AND FOR GEMSTAR'S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.3, NO PARTY HERETO SHALL BE LIABLE
TO ANY OTHER PARTY, ITS CUSTOMERS, OR ANY OTHER ENTITY CLAIMING THROUGH OR UNDER
SUCH OTHER PARTY FOR ANY LOSS OF PROFITS OR INCOME, LOSS OF
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DATA OR OTHER TANGIBLE BUSINESS LOSS OR OTHER CONSEQUENTIAL, INCIDENTAL OR
SPECIAL DAMAGES, EVEN IF SUCH PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
7.6
LIMITS. EACH PARTY HERETO ACKNOWLEDGES THAT THE LIMITS ON WARRANTIES AND
LIABILITIES CONTAINED IN THIS SECTION 7 ARE A FUNDAMENTAL PART OF THE BASIS OF
THIS AGREEMENT AND THE BARGAIN NEGOTIATED BY THE PARTIES AS SET FORTH HEREIN AND
THAT THIS AGREEMENT WOULD NOT HAVE BEEN CONSUMMATED WITHOUT SUCH LIMITS.
7.7
DISMISSAL OF CURRENT LITIGATION. GEMSTAR's SUBSIDIARY, StarSight Telecast,
Inc. ("STARSIGHT") and TIVO are, as of the EFFECTIVE DATE, currently engaged in
a lawsuit in the United States District Court for the Northern District of
California, San Jose Division, captioned StarSight Telecast, Inc. v. TiVo, Inc.,
Case No. C-00-20133 JW (the "LAWSUIT"). Within five (5) days of the execution of
this AGREEMENT, both PARTIES shall cause to be executed and filed all such
documents as are necessary to effectuate a dismissal of the LAWSUIT without
prejudice, including any and all claims by STARSIGHT and counterclaims by TIVO.
Nothing in this AGREEMENT shall be deemed to be, or asserted by a PARTY or its
representatives as being, an admission of liability or wrong-doing by either
PARTY.
(a) RELEASE. As of the EFFECTIVE DATE hereof, each PARTY fully and forever,
releases and discharges the other PARTY, including their existing and future
SUBSIDIARIES, affiliates, stockholders, agents, servants, officers, and
directors, and any former or current licensees and customers, from any and all
manner of actions, claims, lawsuits, arbitration proceedings, liabilities,
damages, attorneys' fees and other expenses and costs, however and wheresoever,
relating to the subject matter of the LAWSUIT (including without limitation