ORL-2.2
A scale-up above the threshold being audited, under ORL 2.2
Past the threshold on trailing revenue, now a Canopy Licensee. The Licensor or Clearinghouse requests supporting documentation. 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
1.8, 3.1, 5.1, 5.2, 5.3
Who and what
The situation being resolved.
Actor
A scale-up above the threshold
Past the threshold on trailing revenue, now a Canopy Licensee.
20M to 100M USD
Situation
Being audited
The Licensor or Clearinghouse requests supporting documentation.
Rulings
3 questions resolved against the text.
Which tier applies?
Canopy. Past the threshold on trailing revenue, now a Canopy Licensee. 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
What can an audit actually require?
Documentation once in any twelve month period, absent a documented reason to suspect misstatement. Where such a reason exists, an independent auditor may review under mutual NDA at the requesting party's expense, unless an underpayment above five percent is established, in which case you bear the reasonable cost.
Sections 5.3
Same actor
Other situations for this party.
Non-normative. Where this and the licence text disagree, the licence text applies.