Unilateral Minimum Advertised Price Policy

Effective March 1, 2020, Canopy Growth USA, LLC (“CG”) has unilaterally adopted this Minimum Advertised Price Policy (hereinafter referred to as the “MAP Policy” or the “Policy”), which shall apply to all dealers, distributors, wholesalers and retailers, including internet retailers (collectively, “Resellers”) that resell CG’s branded products, which are advertised, marketed and sold using CG and its licensor’s valuable copyrighted materials and trademarks, including but not limited to the following: First & Free™, thisworks®, BioSteel®, BioSteel Sports®, Martha Stewart®, Martha Stewart CBD™, SurityPro™, and Quatreau™ (and any derivations thereof), (collectively, the “Products”) to end users located in the United States.

CG has adopted this MAP Policy to preserve its strong reputation for providing end users with both high quality Products and strong after-sales support. CG greatly values the efforts of all Resellers in their distribution of CG Products and in providing excellent after-sales promotion and support for the Products. This Policy only affects advertised prices and does not limit the ability of a Reseller to independently set its actual sales prices. This policy applies uniformly to all Resellers of the Products.

The terms of our MAP Policy are as follows:

1. The MAP Policy shall apply to the Products listed in Schedule A, the Minimum Advertised Price List (“MAP List”), included at the end of this document. Minimum advertised prices under the Policy are established by CG for selected Products and may be adjusted by CG from time to time, in its sole discretion, as more fully described in Section 9 below.


2. CG’S MAP Policy does not apply in any way to a Reseller’s actual selling prices. Rather, the sales prices for any and all Products remain wholly within the discretion of each Reseller. Further, CG does not ask for, nor will CG accept, a Reseller’s agreement or assent to CG’S unilateral MAP Policy.


3. The MAP Policy applies to all advertising of selected Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media, including websites, social media, e-mail newsletters, e-mail solicitations, television, radio, and public signage. Prices for the Products below what is indicated in the MAP List may not appear in any online search tool where Reseller’s website is linked as the source. For the purposes of this Policy, the definition of “advertising” prices on internet sites includes, without limitation, displaying a price for any Product, together with a picture, description or listing of the Product.


4. The MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any end users. In-store displays, point of-sale signs, hangtags or bar codes or similar marks on Products or Product packaging which merely state the price are not considered “advertising” for purposes of this MAP Policy.


5. Bundling or including a free or discounted Product with another Product covered by this MAP Policy is not inconsistent with this Policy.


6. If pricing is displayed in advertising, any strike-through or other alteration of the Minimum Advertised Price is inconsistent with our MAP Policy.


7. The MAP Policy does not address maximum advertised prices. It is not inconsistent with this Policy for Resellers to advertise Products at any price in excess of the MAP established for such Products. To be consistent with the Policy, Internet auctions may not display or have reserved bids or other prices below the MAP price.


8. The MAP Policy does not in any way address or limit the ability of any Reseller to advertise that they “have the lowest prices” or “will meet or beat any competitor’s price,” or that consumers should “call for a price” or phrases of similar import as long as any price advertised for the Products is not less than that indicated in the MAP List.


9. From time to time CG may, in its sole discretion, initiate promotions for Products covered by the MAP Policy. In this regard, CG may initiate promotions covering Products that are being discontinued or because they are just being released. In such events, CG reserves the right under the Policy to modify or suspend the MAP Policy with respect to the affected Products. CG further reserves the right to adjust the minimum advertised price or the MAP Policy with respect to all or certain Products, in its sole discretion, by updating such MAP and MAP Policy by providing notice to Reseller.


10. A Reseller is, of course, free to advertise Products at prices it determines. However, CG reserves the right to select its end users or Resellers. Therefore, in cases in which CG determines, in its sole judgment, that a Reseller’s advertising is inconsistent with CG’S MAP Policy, CG shall provide written notice of the inconsistent advertising to the Reseller. If after twenty-four (24) hours the Reseller’s advertised price for the Product(s) continues to be inconsistent with CG’S MAP Policy, CG may suspend the acceptance and fulfillment of orders submitted by the Reseller for a thirty (30) day period. If at the end of that thirty (30) day period, the Reseller’s advertised price for the Product(s) continues to be inconsistent with the MAP Policy, or should a subsequent inconsistency occur with respect to the Reseller’s advertised price for the Product(s) within twelve (12) months of the earlier inconsistency, CG may choose to terminate its business relationship with such Reseller.


11. The foregoing MAP Policy and any MAP Product Listings are subject to modification or discontinuance by CG, in its sole and absolute discretion, in accordance with the notice provisions set forth in Section 9.


12. Resellers who are distributors or wholesalers of the Products shall supply copies of the current version of CG’S MAP Policy to each of their new or existing Resellers. Upon receipt of notice from CG that a Reseller’ s advertised prices for the Products are inconsistent with this Policy, the Reseller who supplied such Products shall no longer be authorized to supply Products to such Reseller until such time as CG advises the distributor or wholesaler Reseller that it may do so.


13. CG recognizes that Resellers are free to make their own decisions to advertise and sell the Products at any price they choose, without consulting or advising CG. Similarly, CG will exercise its right to make its own decisions regarding authorized Resellers, supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.


14. CG believes that its unilateral MAP Policy is clear and unambiguous. Should you have any questions regarding this Policy, however, please direct them to your designated CG sales representative. The only parties authorized to make any modifications to this MAP Policy are CG’s in-house attorneys, General Manager - US, or an Officer of CG. No employee or sales representative has the authority to modify this MAP Policy in any way. Any request or attempt to solicit or obtain the consent or agreement of any party to comply with this Policy, is unauthorized and shall be deemed void and invalid.

Schedule A: MAP List