ORL-2.2
An enterprise being acquired, under ORL 2.2
Large organisation with procurement, legal review, and an SBOM process. Your company is bought by a larger one, or you buy a Licensee. This resolves to the Canopy tier.
Tier
Owed
A quarterly Canopy Report. Section 5.1 imposes a royalty only when the Canopy Licensee makes Production Use.
Sections in play
1.4, 1.8, 2.3, 3.1, 5.1, 5.2, 5.4
Who and what
The situation being resolved.
Actor
An enterprise
Large organisation with procurement, legal review, and an SBOM process.
over 50M USD
Situation
Being acquired
Your company is bought by a larger one, or you buy a Licensee.
Rulings
3 questions resolved against the text.
Which tier applies?
Canopy. Large organisation with procurement, legal review, and an SBOM process. Section 5.2 reporting applies; the Section 5.1 royalty attaches when the Licensee makes Production Use and only to attributable revenue.
Sections 1.8, 3.1, 5.1
Is anything owed?
A quarterly Canopy Report. Section 5.1 imposes a royalty only when the Canopy Licensee makes Production Use.
Sections 5.1, 5.2
Is anything owed retroactively?
No. Section 5.4 states the obligation begins on the date the threshold is crossed and applies forward only. Rights already exercised are unaffected. On an acquisition, Section 1.4 aggregates entities under common control, so the acquirer's revenue is what counts from the closing date.
Sections 1.4, 5.4, 2.3
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.