PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 555-7200
MEMORANDUM
March 8, 2026
To: Fiona Hartwell, General Counsel, Aurelius Global Media Group PLC Sir Alistair Pemberton, Chief Executive Officer, Aurelius Global Media Group PLC
From: Marcus Delgado, Partner, intellectual Property, Calderwood & Harkness LLP
Re: Settlement Authority Recommendation — Aurelius Global Media Group PLC v. StreamNow Holdings, Inc. et al.
Matter No.: 1017-00003
Copies: Catherine Bloom (Billing Partner, C&H); Wendy Schultz (Lead Associate, C&H) — each copy marked "Privileged and Confidential"
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I. Executive Summary
The purpose of this memorandum is to recommend the settlement authority and negotiation parameters that we respectfully request Aurelius Global Media Group PLC ("Aurelius" or the "Company") authorize in connection with Aurelius's pre-suit demand and potential litigation against StreamNow Holdings, Inc. ("StreamNow"), Meridian Digital Distributors, LLC ("MDD"), and Franklin Ogilvie (collectively, "Respondents"). The claims arise from the unauthorized reproduction, distribution, and public performance of 217 Aurelius-owned audiovisual works — comprising 142 feature films and 75 television series (totaling 1,038 individual episodes) — over a 22-month infringement period running from approximately April 1, 2024 through January 31, 2026.
Based on our thorough analysis of the factual record, applicable law, expert damages modeling, and the litigation risk factors set forth in detail below, we recommend the following settlement parameters:
• Opening Demand: $41.3 million, consistent with the preliminary net recoverable damages estimate prepared by Hargrove Economic Consulting Group, LLC ("Hargrove"), under the direction of Dr. Elena Vasquez.
• Negotiation Floor: $25 million, plus permanent injunctive relief and full content takedown across all StreamNow platforms and sublicensed FAST channels.
• Non-Monetary Terms: Public acknowledgment by StreamNow of unauthorized distribution; immediate and permanent content removal; full verified accounting of revenues derived from Aurelius content; audit rights for three years post-settlement; cooperation by StreamNow in claims against MDD and Ogilvie; termination of all agreements between StreamNow and MDD; and a no re-engagement covenant precluding StreamNow from future business dealings with MDD or any Ogilvie-affiliated entity.
We have prepared a formal cease-and-desist and pre-suit demand letter targeted for service on StreamNow, MDD, Ogilvie, and the four FAST channel sublicensees on March 14, 2026. The demand letter will provide a 30-day response window, expiring approximately April 13, 2026. If settlement is not reached through the negotiation process outlined in Section VIII of this memorandum, we are prepared to file a complaint in the United States District Court for the Central District of California (Los Angeles Division) in June 2026, together with a motion for a temporary restraining order and preliminary injunction. Draft pleadings, supporting declarations, and exhibits have already been prepared and are in substantially final form.
This memorandum is protected by attorney-client privilege and the work product doctrine. It has been prepared in anticipation of litigation and should not be disclosed outside of the authorized recipients identified above without the express written consent of Calderwood & Harkness LLP and Aurelius Global Media Group PLC.
II. Summary of Claims and Legal Position
A. Federal Copyright Infringement (17 U.S.C. §§ 106, 501)
Aurelius holds all relevant United States copyrights in the 217 audiovisual works at issue, encompassing 142 feature films and 75 television series (1,038 episodes). The chain of title for each work has been confirmed through a comprehensive analysis conducted by Calderwood & Harkness and verified by a registration search completed on January 22, 2026 by Lexington IP Services, Inc. ("Lexington"), under the supervision of Marissa Chung, Director of Copyright Research. The Lexington search encompassed records of the United States Copyright Office, supplemental chain-of-title documentation maintained by Aurelius's rights management department, and cross-references against the International Standard Audiovisual Number (ISAN) database.
Of the 217 titles, 189 have timely U.S. copyright registrations — that is, registrations that were filed either within three months of first publication or before the commencement of the infringing activity. These 189 timely-registered works are eligible for the full range of copyright remedies, including statutory damages under 17 U.S.C. § 504(c) and recovery of attorneys' fees under 17 U.S.C. § 505. The remaining 28 titles have late registrations, having been registered between May 2024 and October 2025, after infringement had already commenced. While these 28 works are fully protected by copyright and are the subject of valid infringement claims, they are eligible only for actual damages and the infringer's profits — not for statutory damages or attorneys' fees.
The infringement at issue is both massive in scale and unmistakable in character. StreamNow reproduced, distributed, and publicly performed all 217 Aurelius titles without authorization through its streaming platform in the United States, Canada, Australia, and 11 additional territories. StreamNow's platform operates on a hybrid subscription and advertising-supported model, offering subscribers access to content libraries through paid tiers (including a premium tier) and a free advertising-supported video-on-demand ("AVOD") tier. In addition to direct exploitation, StreamNow sublicensed content bundles containing Aurelius titles to four FAST (Free Ad-Supported Streaming Television) channel operators: Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP (a Canadian limited partnership); and Pacific Lantern Digital Pty Ltd (an Australian entity).
StreamNow's claimed source of rights to the Aurelius content is a purported Content Distribution Agreement with MDD dated March 15, 2024 (the "Purported CDA"). This agreement is wholly invalid as a matter of fact and law. Aurelius never granted MDD any license, sublicense, distribution authority, or any other form of authorization to exploit Aurelius-owned content in any territory, format, or medium. MDD is not and has never been an authorized distributor, licensee, or agent of Aurelius. The Purported CDA therefore conveyed no rights whatsoever, and StreamNow's reliance on it — to the extent such reliance was genuine — does not constitute a defense to infringement.
B. Willfulness
Multiple factors support a finding that StreamNow's infringement was willful within the meaning of 17 U.S.C. § 504(c)(2), thereby authorizing enhanced statutory damages of up to $150,000 per work:
1. Failure to Conduct Reasonable Due Diligence. StreamNow failed to take reasonable steps to verify MDD's authority to distribute Aurelius content. Standard industry practice for a content platform of StreamNow's size and sophistication requires direct confirmation of rights with the content owner or its authorized agent, verification of chain-of-title documentation, and independent review of distribution rights. StreamNow conducted none of these basic checks. A simple inquiry to Aurelius — or even a review of publicly available information regarding Aurelius's authorized distribution partners — would have revealed that MDD had no authority to license Aurelius content.
2. Franklin Ogilvie's Known Former Employment at Aurelius. Franklin Ogilvie, the principal of MDD, is a former employee of Aurelius Media Americas, Inc. (a wholly owned subsidiary of Aurelius). Ogilvie's employment history was known or should have been known to StreamNow, and this connection to Aurelius should have prompted heightened scrutiny of MDD's purported authority. Instead, it appears that StreamNow viewed Ogilvie's familiarity with the Aurelius catalog as a feature rather than a red flag.
3. Scale and Duration of Infringement. The infringement encompasses 217 distinct audiovisual works exploited over a period of approximately 22 months. This is not a case of isolated or inadvertent use of a single work; it reflects a sustained, large-scale commercial exploitation of a substantial portion of a major studio's content library.
4. StreamNow's Sophistication. StreamNow is a sophisticated content platform with estimated fiscal year 2025 revenue of approximately $312 million. It employs in-house legal counsel, including General Counsel Tobias Rennert, and maintains a content acquisition team. It is not a startup unfamiliar with content licensing practices.
5. Continued Exploitation After Aurelius Raised Concerns. Aurelius's Vice President of Rights Management, Diana Carstairs, contacted StreamNow by email on September 18, 2025, alerting StreamNow to the presence of Aurelius content on its platform and requesting information regarding StreamNow's claimed rights. StreamNow's in-house counsel responded on October 2, 2025, asserting that StreamNow held valid rights through MDD but declining to provide supporting documentation. Despite this notice, StreamNow continued to exploit all 217 Aurelius titles without interruption. This post-notice continuation of infringement is a particularly strong indicator of willfulness.
C. DMCA Safe Harbor Inapplicability
StreamNow does not qualify for the safe harbor protections of Section 512 of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. The DMCA safe harbor provisions were designed to protect passive service providers — such as internet service providers, hosting services, and search engines — that serve as conduits for user-generated or user-uploaded content. StreamNow is not such a service.
Rather, StreamNow actively curates, licenses (or purports to license), and monetizes its content catalog. StreamNow exercises editorial control over catalog selection, determining which titles appear on its platform and in which territories. It negotiates licensing agreements (or, in this case, purported licensing agreements) with distributors and content owners. It sets pricing tiers and geographic availability windows. It packages content into bundles for sublicensing to FAST channel operators. These activities constitute the core functions of a content distributor, not a passive intermediary, and they place StreamNow squarely outside the scope of DMCA § 512 protection.
D. Supplemental State Law Claims
In addition to the federal copyright infringement claims, Aurelius holds viable supplemental state law claims:
Unfair Competition (Cal. Bus. & Prof. Code § 17200). StreamNow's unauthorized distribution of Aurelius content constitutes an unlawful, unfair, and fraudulent business practice under California's Unfair Competition Law. The "unlawful" prong is satisfied because the underlying conduct violates the Copyright Act. The "unfair" prong is independently satisfied because StreamNow gained an unfair competitive advantage by exploiting Aurelius content without bearing the cost of legitimate licensing, thereby undercutting authorized platforms that pay fair market rates for Aurelius content. The "fraudulent" prong may be satisfied to the extent StreamNow held out to consumers that it was authorized to distribute Aurelius content when, in fact, it was not.
Tortious Interference with Prospective Economic Advantage. StreamNow's unauthorized availability of Aurelius content at lower price points — particularly through its free AVOD tier — has demonstrably reduced Aurelius's licensing leverage with authorized platforms. Internal Aurelius business records reflect that at least two authorized platform partners, in the course of renewal negotiations during the second half of 2025, specifically referenced the availability of Aurelius content on StreamNow as a basis for seeking reduced license fees. This direct evidence of competitive harm supports a claim for tortious interference with Aurelius's prospective economic relationships with authorized licensees.
E. Claims Against MDD and Ogilvie
The claims against MDD and Franklin Ogilvie are distinct from but closely related to the claims against StreamNow:
Contributory Copyright Infringement. MDD and Ogilvie are liable for contributory copyright infringement because they knowingly induced, caused, and materially contributed to StreamNow's direct infringement. MDD provided StreamNow with the purported Content Distribution Agreement that StreamNow used as its claimed basis for exploiting Aurelius content. MDD and Ogilvie knew — indeed, better than anyone — that MDD had no authority to license Aurelius content.
Inducement of Infringement. Under the Supreme Court's decision in MGM Studios Inc. v. Grokster, Ltd., 545 U.S. 913 (2005), one who distributes a device or service with the object of promoting its use to infringe copyright is liable for the resulting acts of infringement. Here, MDD and Ogilvie affirmatively solicited StreamNow's infringement by marketing and purporting to license content that they had no right to distribute.
Breach of Separation Agreement. Franklin Ogilvie's employment at Aurelius Media Americas, Inc. ran from approximately 2017 through June 30, 2021. Ogilvie served as a mid-level licensing manager within the international distribution division. His employment was terminated following an internal investigation into unauthorized access to Aurelius's content management systems, including the proprietary rights database known as "Aurelius RightsVault." Upon separation, Ogilvie executed a Separation Agreement and General Release dated June 30, 2021 (the "Separation Agreement"), which included, among other provisions: (a) a two-year non-compete covenant; (b) a non-solicitation covenant; and (c) an explicit and perpetual prohibition on the use, disclosure, or exploitation of any Aurelius intellectual property, including content metadata, rights information, and distribution agreements.
Ogilvie breached the Separation Agreement by forming MDD in late 2021 (California Secretary of State File No. 202115729430) and by using his knowledge of the Aurelius content catalog, rights windows, and distribution practices — all obtained during his employment — to market and purportedly license Aurelius content to StreamNow and potentially other platforms. The Separation Agreement is governed by California law and provides for recovery of actual damages, attorneys' fees, and injunctive relief.
Fraud. MDD and Ogilvie made affirmative misrepresentations to StreamNow — and potentially to the four FAST channel sublicensees — by representing that MDD held valid distribution rights to Aurelius content. These representations were false, were known to be false by MDD and Ogilvie, and were made with the intent to induce reliance and the payment of distribution fees to MDD. While these fraud claims primarily strengthen the overall litigation posture and provide additional theories of recovery, they also serve to undercut any sympathy that StreamNow might attempt to garner as an "innocent" victim of MDD's scheme.
F. Overall Assessment of Claim Strength
Our overall assessment of the strength of Aurelius's legal position is very strong on liability. The case presents straightforward proof of ownership, supported by verified copyright registrations and a confirmed chain of title for all 217 works. The infringement involves verbatim copying — StreamNow reproduced and distributed full, unaltered copies of Aurelius's films and television episodes — which eliminates any dispute over substantial similarity, a factual issue that frequently complicates copyright infringement cases. MDD's complete lack of authorization is well-documented, and the Purported CDA is demonstrably invalid as a source of any rights.
StreamNow's available defenses are weak. Its likely primary defense — that it reasonably relied on MDD's representations — is factually and legally insufficient. As a matter of law, a licensee cannot acquire greater rights than its licensor holds, and MDD held no rights at all. As a matter of fact, StreamNow's failure to conduct even minimal due diligence undercuts any argument of reasonable reliance. The DMCA safe harbor is unavailable for the reasons discussed above. No fair use defense is conceivable given the commercial, whole-work nature of the infringement.
The damages case is also strong, supported by robust forensic analysis from CipherTrace Analytics and rigorous economic modeling from Hargrove Economic Consulting Group. The primary risk in damages relates to apportionment and the methodological disputes that StreamNow will inevitably raise, but these are matters of degree rather than threshold viability.
III. Damages Analysis
A. Actual Damages Plus Infringer's Profits (Primary Theory)
Under 17 U.S.C. § 504(b), a copyright owner is entitled to recover its actual damages and any additional profits of the infringer that are attributable to the infringement and are not taken into account in computing actual damages. The burden of proving infringer's profits rests initially on the copyright owner, who must present proof of the infringer's gross revenue; the burden then shifts to the infringer to prove its deductible expenses and elements of profit attributable to factors other than the copyrighted work.
Aurelius's Lost Licensing Revenue. Aurelius's actual damages take the form of lost licensing revenue — i.e., the fair market value of a comparable license for the 217 titles at issue over the 22-month infringement period in the relevant territories. Based on Aurelius's existing arm's-length licensing agreements with authorized platforms (including agreements with comparable streaming services for similar content bundles, territories, and term lengths), Hargrove estimates Aurelius's lost licensing revenue at $14.2 million. This figure is derived from a detailed analysis of Aurelius's actual licensing transactions, adjusted for the specific titles, territories, and time period at issue. The analysis encompasses both subscription video-on-demand (SVOD) and advertising-supported (AVOD) licensing benchmarks.
StreamNow's Attributable Revenue. In addition to Aurelius's actual damages, Aurelius is entitled to recover StreamNow's profits attributable to the infringement that are not duplicative of Aurelius's lost licensing revenue. CipherTrace Analytics, LLC ("CipherTrace"), under the direction of Dr. Nathan Frey, has conducted a forensic analysis of StreamNow's publicly available financial data, industry benchmarks, and platform analytics data obtained through information requests, and has developed a refined revenue attribution model. The model identifies the following categories of StreamNow revenue attributable to the exploitation of Aurelius content during the April 2024 – January 2026 infringement period:
• Subscription Revenue Allocable to Aurelius Content: $22.4 million. This figure is derived from CipherTrace's refined attribution model, which adjusts for premium-tier weighting to reflect the higher value of Aurelius's marquee titles to premium-tier subscribers. The model establishes that Aurelius titles accounted for approximately 7.18% of total streams on the StreamNow platform during the infringement period, and applies a value-weighted allocation methodology that accounts for the disproportionate role of high-profile Aurelius content in subscriber acquisition and retention.
• Advertising Revenue Allocable (AVOD Tier): $9.7 million. StreamNow's free AVOD tier generates revenue through advertising sold against content viewership. CipherTrace's analysis allocates AVOD advertising revenue based on impression data and average CPMs (cost per thousand impressions) associated with Aurelius content streams.
• Sublicensing Fees from FAST Channel Operators: $6.5 million. StreamNow received sublicensing fees from four FAST channel operators — Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd — for content bundles that included Aurelius titles. CipherTrace has identified the total sublicensing fees received and allocated the portion attributable to the inclusion of Aurelius content based on the content composition of the sublicensed bundles.
• Total Attributable Revenue: $38.6 million ($22.4 million + $9.7 million + $6.5 million).
Apportionment and Net Recoverable Damages. As required under § 504(b), the damages calculation must avoid double-counting between Aurelius's lost licensing revenue (actual damages) and StreamNow's attributable profits. Hargrove Economic Consulting Group, under the engagement leadership of Dr. Elena Vasquez, has developed a preliminary net recoverable damages model that applies appropriate apportionment principles to avoid overlap. After apportionment, Hargrove's preliminary estimate of net recoverable damages is $41.3 million. This figure represents the sum of Aurelius's actual damages ($14.2 million in lost licensing revenue) plus the non-duplicative portion of StreamNow's attributable profits, after accounting for the overlap between lost licensing revenue and the subscription revenue component of StreamNow's profits.
Key Franchises Driving Value. The damages figure is significantly influenced by several of Aurelius's highest-value franchises within the infringed catalog:
• The "Meridian" franchise (6 feature films), which has generated a combined global box office of $1.43 billion and commands premium licensing rates across all platforms and territories.
• The "Iron Compass" series (4 seasons, 48 episodes), which is Aurelius's highest-rated original series, averaging 9.2 million viewers per episode in the United Kingdom and generating substantial international demand.
• The "Thornfield" period drama catalog (12 titles), winner of 7 BAFTA awards and a perennial performer in international licensing markets, particularly in North America, Australia, and Western Europe.
The inclusion of these marquee properties in the infringed catalog significantly enhances the damages valuation, as these titles command substantially higher per-title licensing rates than Aurelius's broader catalog average.
B. Statutory Damages Alternative
As an alternative to actual damages and infringer's profits, Aurelius may elect to recover statutory damages under 17 U.S.C. § 504(c). For willful infringement, the court may award up to $150,000 per work infringed under § 504(c)(2).
If statutory damages were elected for all 217 works at the maximum willful infringement rate, the total statutory damages award would be:
217 works × $150,000 = $32,550,000
However, as noted above, only 189 of the 217 works have timely copyright registrations and are therefore eligible for statutory damages. If statutory damages are limited to those 189 works, the maximum award would be:
189 works × $150,000 = $28,350,000
The actual damages plus profits theory yields a higher potential recovery ($41.3 million) than the statutory damages theory ($32.55 million or $28.35 million), and we therefore recommend pursuing the actual damages plus profits theory as the primary damages model. However, the statutory damages theory remains available as a fallback or as additional leverage in settlement negotiations. The availability of statutory damages is particularly useful because it provides a floor of recovery that is not dependent on the complex revenue attribution and apportionment analysis required under the actual damages theory, and because the per-work structure of statutory damages creates a powerful multiplier effect given the large number of works at issue.
C. Attorneys' Fees and Costs
Aurelius is entitled to seek recovery of its reasonable attorneys' fees and costs under 17 U.S.C. § 505 with respect to the 189 timely-registered works. While the award of attorneys' fees under § 505 is discretionary, the Supreme Court's decision in Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016), identified several factors that favor fee awards, including the strength of the prevailing party's position and the need to advance considerations of compensation and deterrence. Given the strength of Aurelius's position and the willfulness of the infringement, recovery of attorneys' fees is probable. The prospect of a substantial fee award adds significant additional pressure on StreamNow in settlement negotiations, as StreamNow faces potential exposure not only for damages but also for Aurelius's litigation costs, which could exceed $5 million through trial.
D. Prejudgment Interest
Prejudgment interest is available on actual damages under federal copyright law and would be calculated from the date of each act of infringement through the date of judgment. While the precise amount of prejudgment interest will depend on the applicable rate and the trial timeline, the availability of prejudgment interest would meaningfully increase the total recovery if the case proceeds to judgment. At current market interest rates, prejudgment interest on $41.3 million in damages could add several million dollars to the total award, further strengthening Aurelius's negotiation position.
IV. Recommended Settlement Parameters
A. Opening Demand
We recommend an opening demand of $41.3 million, consistent with Hargrove's preliminary net recoverable damages estimate. This figure is supported by the detailed forensic analysis conducted by CipherTrace Analytics (Dr. Nathan Frey) and the economic modeling performed by Hargrove Economic Consulting Group (Dr. Elena Vasquez).
The rationale for anchoring the opening demand at the full provable damages figure is threefold. First, it maximizes negotiation leverage by establishing a credible and well-supported starting point that reflects the full scope of StreamNow's liability. Second, it signals the strength and seriousness of Aurelius's position, communicating to StreamNow and its counsel that Aurelius has invested substantial resources in building a comprehensive damages case. Third, it provides sufficient negotiating room to reach a settlement within the target range while preserving the negotiation floor.
B. Negotiation Floor
We recommend a negotiation floor of $25 million, to be accompanied by permanent injunctive relief, full content takedown, and the comprehensive non-monetary terms described in Section IV.C below. The $25 million floor should be treated as a firm minimum — any settlement below this threshold should require re-authorization from Aurelius leadership.
The rationale for the $25 million floor is supported by the following considerations:
• Percentage of Provable Damages. The $25 million floor represents approximately 60% of the $41.3 million net recoverable damages estimate. While any pre-trial settlement necessarily involves some discount from the full provable damages figure to account for litigation risk and the time value of an immediate recovery, a 40% discount from the full damages figure represents a conservative but defensible compromise.
• Exceeds Statutory Damages (Risk-Adjusted). The $25 million floor exceeds the risk-adjusted value of the statutory damages alternative. Even at the statutory maximum for all 217 works ($32.55 million), a reasonable litigation risk discount (for judicial discretion in setting statutory damages amounts, the 28 late-registered works, and other trial uncertainties) would reduce the expected value of the statutory damages claim below $25 million.
• Exceeds Lost Licensing Revenue. The $25 million floor exceeds Aurelius's lost licensing revenue alone ($14.2 million) by approximately $10.8 million, ensuring that Aurelius recovers not only its direct economic losses but also a significant portion of StreamNow's unjust profits.
• Accounts for Litigation Risk. The floor incorporates the litigation risk factors discussed in detail in Section V, including collectibility concerns, damages complexity, and the costs and duration of litigation.
• Net Recovery Remains Highly Favorable. After deducting estimated litigation costs through settlement (approximately $485,000 in pre-suit costs already budgeted, plus the applicable success fee of $250,000 at the $25 million level), Aurelius's net recovery at the floor would be approximately $24.265 million — a highly favorable outcome by any measure.
C. Non-Monetary Settlement Terms
The monetary component of any settlement must be accompanied by comprehensive non-monetary terms. In many respects, the non-monetary terms are as important as the monetary payment, because they address the ongoing harm to Aurelius's content licensing business and provide protections against future infringement. We recommend that all of the following terms be treated as non-negotiable conditions of any settlement:
Immediate and Permanent Content Removal. StreamNow must remove all 217 Aurelius titles from its platform within five (5) business days of execution of the settlement agreement. StreamNow must simultaneously cause all four FAST channel sublicensees — Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd — to remove all Aurelius content from their respective platforms within the same timeframe. StreamNow must certify in writing, under penalty of perjury, that all Aurelius content has been removed and that all copies (including cached, archived, or backup copies) have been permanently deleted.
Permanent Injunction / Consent Decree. StreamNow shall consent to the entry of a permanent injunction (or, if the matter is resolved pre-suit, a consent decree filed with the Court) permanently enjoining StreamNow, its officers, directors, employees, agents, subsidiaries, affiliates, successors, and assigns from reproducing, distributing, publicly performing, or otherwise exploiting any Aurelius-owned content without prior written authorization from Aurelius. The consent decree shall be enforceable by contempt proceedings in the event of any violation.
Public Acknowledgment. StreamNow shall issue a public statement, in a form to be approved by Aurelius, acknowledging that it distributed Aurelius content without authorization and that the Content Distribution Agreement with MDD was not a valid source of rights for any Aurelius content. This public acknowledgment serves a critical deterrent function: it puts other platforms, distributors, and aggregators on notice that unauthorized exploitation of Aurelius content will be detected, challenged, and resolved with public consequences.
Full Accounting. StreamNow shall provide a complete, verified accounting of all revenues derived from the exploitation of Aurelius content during the infringement period, broken down by: (a) revenue stream (subscription, advertising, sublicensing); (b) territory; (c) time period (monthly); and (d) title. The accounting shall be certified by an officer of StreamNow and verified by an independent auditor acceptable to Aurelius.
Audit Rights. Aurelius shall retain the right, exercisable upon thirty (30) days' written notice, to audit StreamNow's books, records, and systems for a period of three (3) years following execution of the settlement agreement, for the purpose of verifying the accuracy and completeness of the accounting and confirming StreamNow's ongoing compliance with the settlement terms. Audits shall be conducted by an independent auditor selected by Aurelius at Aurelius's initial cost, provided that if any audit reveals a discrepancy of more than five percent (5%) in StreamNow's favor, StreamNow shall bear the cost of the audit and pay any additional amounts owed plus interest.
Undertakings Regarding MDD and Ogilvie. StreamNow shall: (a) immediately terminate all agreements, arrangements, and business relationships with MDD, including the Purported CDA; (b) cooperate fully with Aurelius in any legal proceedings or claims against MDD and Franklin Ogilvie, including by producing relevant documents, providing witness testimony, and making relevant personnel available for depositions and trial testimony; and (c) refrain from any future business dealings, directly or indirectly, with MDD, Franklin Ogilvie, or any entity in which Ogilvie holds an ownership interest, serves as an officer or director, or exercises management control.
No Re-Engagement Covenant. StreamNow shall covenant not to acquire, license, sublicense, or otherwise obtain any content from MDD or any Ogilvie-affiliated entity in the future. This covenant shall survive termination of the settlement agreement and shall be enforceable by injunction and liquidated damages.
Payment Terms. Payment of the monetary settlement amount shall be made in a single lump sum within thirty (30) days of execution of the settlement agreement. If StreamNow requests structured payments, any deferred payment arrangement must be secured by an irrevocable standby letter of credit or escrow deposit in the full amount of the unpaid balance, issued by a financial institution acceptable to Aurelius. Interest shall accrue on any deferred amounts at a rate of the prime rate plus three percent (3%) per annum, compounding monthly.
D. Settlement Range Summary Table
The following table summarizes the recommended settlement parameters:
Any settlement below the $25 million floor, or any settlement that does not include adequate permanent injunctive relief and the core non-monetary protections outlined above, should be rejected in favor of proceeding to litigation. Based on our assessment of claim strength, damages exposure, and litigation readiness, Aurelius is well-positioned to obtain a superior result through litigation if necessary.
V. Litigation Risk Factors
Any recommendation regarding settlement authority must account for the risks and uncertainties inherent in litigation. We have identified the following risk factors, organized by whether they favor settlement or favor pressing for a higher recovery.
A. Risks Favoring Settlement
Collectibility and StreamNow's Financial Capacity. StreamNow is a privately held company with estimated fiscal year 2025 revenue of approximately $312 million. Its majority shareholder is Pinnacle Ventures Fund III, LP ("Pinnacle"), managed by Howard Cheng, Managing Partner, which invested $145 million in StreamNow's Series C financing round in June 2022 and holds approximately 62% of StreamNow's fully diluted equity. While StreamNow has significant revenue, its profitability is uncertain. Streaming and content aggregation businesses frequently operate at thin margins or at a net loss during growth phases, and StreamNow's financial statements are not publicly available. A large damages judgment — particularly one in excess of $30 million — may exceed StreamNow's available cash and liquid assets, potentially requiring execution proceedings, collection efforts, or forcing StreamNow into restructuring. Settlement provides certainty of collection: a negotiated payment, secured by appropriate credit support, eliminates the risk of obtaining a favorable judgment that proves difficult or impossible to collect.
Litigation Duration and Cost. If settlement negotiations fail and litigation proceeds, we estimate a timeline of approximately two to three years from complaint filing through trial in the Central District of California. This estimate accounts for the complexity of the case, the multiple parties involved, the volume of discovery (including potential cross-border discovery issues related to the Canadian and Australian sublicensees), and the current docket conditions in the Central District. The estimated total litigation cost to Aurelius through trial is $3.6 million to $5.0 million in attorneys' fees and expert costs (detailed in Section VI). While Aurelius has tendered a claim under its media perils insurance policy (discussed below), coverage has not yet been confirmed, and Aurelius should be prepared to bear these costs. Settlement eliminates both the duration risk and the cost risk.
Damages Complexity at Trial. While Aurelius's liability case is exceptionally strong, the damages case involves methodological complexities that introduce uncertainty. The apportionment between actual damages and infringer's profits requires careful analysis to avoid double-counting, and StreamNow will vigorously contest CipherTrace's revenue attribution methodology and Hargrove's damages model. StreamNow is likely to retain its own damages expert who will challenge the 7.18% stream-share allocation, the premium-tier weighting adjustment, and the methodology for allocating sublicensing revenue to Aurelius content. While we are confident in the reliability of Hargrove's model, any battle of experts introduces an element of uncertainty, and the court's ultimate damages determination could be higher or lower than the $41.3 million estimate.
StreamNow's Potential "Innocent Infringer" Defense. Although we assess this defense as weak, StreamNow may argue that it reasonably relied on MDD's representations and the Purported CDA in good faith, and that it should therefore be treated as an "innocent infringer" under 17 U.S.C. § 504(c)(2), which permits a reduction in statutory damages to as low as $200 per work. This defense is unlikely to succeed for the reasons discussed in Section II.B (failure to conduct due diligence, Ogilvie's known Aurelius background, continued exploitation after notice), but it would require factual development during discovery regarding StreamNow's internal due diligence processes, communications with MDD, and decision-making regarding the Aurelius catalog. This factual development adds to the cost and complexity of litigation.
MDD/Ogilvie Judgment-Proofing. MDD is a California limited liability company with limited apparent assets. Ogilvie's personal asset profile is currently unknown and would require investigation (including potential discovery into asset transfers). Recovery against MDD and Ogilvie may be limited regardless of the outcome of the litigation. While the claims against MDD and Ogilvie are important for establishing the full factual narrative and for potential leverage (particularly regarding StreamNow's cooperation obligations), Aurelius should not rely on MDD or Ogilvie as significant sources of monetary recovery.
Late-Registered Titles. The 28 titles with late copyright registrations are ineligible for statutory damages or attorneys' fees under 17 U.S.C. §§ 504(c) and 505. While these titles are fully included in the actual damages and infringer's profits calculation, their exclusion from the statutory damages alternative somewhat limits Aurelius's leverage with respect to this subset of the catalog.
Foreign Sublicensees and Cross-Border Enforcement. Two of the four FAST channel sublicensees — Velvet Stream Partners, LP (Canada) and Pacific Lantern Digital Pty Ltd (Australia) — are foreign entities. Enforcement of any injunctive relief or damages judgment against these entities would raise cross-border enforcement complexities, including questions of personal jurisdiction, service of process under the Hague Convention, and recognition of U.S. judgments in Canadian and Australian courts. While these issues are manageable, they add cost and complexity to the litigation. A comprehensive settlement that requires StreamNow to cause these sublicensees to take down Aurelius content is a more efficient means of achieving the same result.
B. Risks Favoring Aurelius (Supporting a Strong Demand)
Overwhelming Liability Case. As discussed in detail in Section II.F, the liability case is exceptionally strong. StreamNow made verbatim copies of 217 Aurelius titles, distributed them through its platform and sublicensed channels, and publicly performed them to subscribers and AVOD users — all without any valid license. MDD's complete lack of authority is well-documented. There is no credible defense to liability.
Strong Willfulness Argument. The multiple indicia of willfulness discussed in Section II.B support an enhanced statutory damages award of up to $150,000 per work and weigh heavily in favor of a substantial recovery. A court finding of willfulness would also support a fee award under § 505, increasing StreamNow's total exposure.
DMCA Safe Harbor Unavailable. StreamNow's active curation model — its selection, licensing, pricing, packaging, and sublicensing of content — eliminates the DMCA safe harbor as a defense. This removes a significant shield that StreamNow might otherwise attempt to invoke and leaves it fully exposed to direct copyright infringement liability.
189 Timely Registrations. The vast majority of the infringed works (189 out of 217, or 87%) have timely copyright registrations, qualifying them for the full range of statutory remedies including statutory damages and attorneys' fees. This is an unusually favorable registration posture for a portfolio of this size and reflects Aurelius's diligent rights management practices.
Public Profile of Affected Content. The infringed catalog includes some of Aurelius's most valuable and publicly recognized properties: the "Meridian" franchise ($1.43 billion in combined global box office), the "Iron Compass" series (Aurelius's highest-rated original series, with an average of 9.2 million UK viewers per episode), and the "Thornfield" period drama catalog (winner of 7 BAFTA awards). The high public profile of this content increases both the reputational stakes for StreamNow and the economic damages to Aurelius, as premium content commands premium licensing rates.
Ongoing Harm. Every day that Aurelius content remains available on StreamNow's platform and the sublicensed FAST channels represents continuing infringement and an ongoing erosion of Aurelius's licensing value. Authorized platform partners are aware of the unauthorized availability and, as noted in Section II.D, have already cited it in renewal negotiations. The urgency of stopping the ongoing harm strengthens Aurelius's negotiating position and supports aggressive timelines.
TRO/Preliminary Injunction Availability. Aurelius has a strong likelihood of obtaining emergency injunctive relief — a temporary restraining order and preliminary injunction — if the case is filed. The standard four-factor test for preliminary injunctive relief is readily satisfied: (1) likelihood of success on the merits (exceptionally strong, given clear ownership, verbatim copying, and no valid license); (2) likelihood of irreparable harm absent an injunction (ongoing infringement causing continuing erosion of licensing value that cannot be fully remedied by monetary damages); (3) balance of hardships (tips sharply in Aurelius's favor, as StreamNow has no legitimate interest in continuing to exploit content it has no right to distribute); and (4) public interest (favors enforcement of copyright protections). A TRO/PI would impose immediate operational disruption on StreamNow, requiring removal of all Aurelius content from its platform and sublicensed channels, and would dramatically increase StreamNow's incentive to settle.
VI. Estimated Litigation Costs Through Trial
A. Calderwood & Harkness Fee Estimates
The following table sets forth our estimated fees for each major phase of the litigation, from the pre-suit phase through post-trial motions. These estimates are based on our experience in comparable copyright infringement matters of this scale and complexity, and assume standard discovery and motion practice timelines in the Central District of California.
Pre-Suit Phase (Through Demand and Initial Settlement Negotiations): $485,000. This budget has already been established and approved by Aurelius. It covers the preparation of the demand letter, this settlement authority memorandum, coordination with CipherTrace Analytics and Hargrove Economic Consulting Group, the Lexington IP Services registration search, initial settlement negotiation support, and preparation of draft litigation documents (complaint, TRO/PI motion, and supporting declarations).
If Settlement Fails and Complaint is Filed (June 2026):
Including the pre-suit phase budget, total Calderwood & Harkness fees from inception through trial are estimated at approximately $3.1 million to $4.3 million (rounded).
For reference, the current hourly rates of the principal Calderwood & Harkness attorneys assigned to this matter are as follows:
These rates are consistent with the rates set forth in the engagement letter between Calderwood & Harkness and Aurelius dated November 15, 2025, and are subject to annual adjustment as provided therein.
B. Expert Costs
Aurelius has engaged or will engage the following expert consultants. Their estimated costs through trial are as follows:
CipherTrace Analytics, LLC (Dr. Nathan Frey, Lead Analyst). CipherTrace has been engaged to conduct forensic analysis of StreamNow's revenue attributable to the exploitation of Aurelius content. The initial engagement budget of $175,000 has been approved and is substantially completed. If the matter proceeds to litigation, additional costs of $75,000 to $125,000 are estimated for trial testimony preparation, supplemental analysis (including rebuttal of StreamNow's damages expert), and participation in expert discovery.
Hargrove Economic Consulting Group, LLC (Dr. Elena Vasquez, Engagement Lead). Hargrove has been engaged to develop the damages model and provide expert economic testimony. The initial engagement budget of $95,000 has been approved and is substantially completed (covering the preliminary net recoverable damages estimate). If the matter proceeds to litigation, additional costs of $150,000 to $250,000 are estimated for preparation of a full, litigation-ready damages report, deposition preparation and testimony, trial preparation and trial testimony, and rebuttal of StreamNow's damages expert.
Lexington IP Services, Inc. (Marissa Chung, Director of Copyright Research). Lexington's copyright registration search has been completed at a cost of $28,500, which has already been incurred. No material additional Lexington costs are anticipated, although a supplemental search may be required if additional works are identified or if registration issues arise during discovery.
Total estimated expert costs through trial (incurred and projected): $523,500 to $673,500 (approximately $525,000 to $680,000 rounded).
C. Success Fee
Pursuant to the engagement letter between Calderwood & Harkness and Aurelius dated November 15, 2025, Calderwood & Harkness is entitled to a success fee equal to 5% of any settlement or judgment in excess of $20 million, subject to a cap of $2 million.
The success fee at various recovery levels is calculated as follows:
D. Insurance Offset
Aurelius maintains a media perils / Intellectual property enforcement insurance policy with Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821. The policy provides coverage of $25 million per occurrence and $50 million in the aggregate.
A claim was tendered under the policy by notice dated March 1, 2026, from Catherine Bloom (Calderwood & Harkness) to Fortbridge Specialty Insurance Company at 280 Trumbull Street, Hartford, CT 06103. The notice described the facts giving rise to the claim and the anticipated enforcement action.
A preliminary coverage analysis prepared by Wendy Schultz on February 24, 2026 indicates that the Fortbridge policy potentially covers enforcement litigation costs, including outside counsel fees and expert costs, subject to the policy terms, conditions, exclusions, deductibles, and the insurer's formal coverage determination. Fortbridge has acknowledged receipt of the claim notice but has not yet issued a coverage determination. We anticipate a response within 30 to 45 days.
Aurelius's insurance broker, Calder & Whitfield Insurance Brokers Ltd. (71 Fenchurch Street, London EC3M 4BS), has been notified and is coordinating with Aurelius's risk management team and Fortbridge.
If coverage is confirmed and the policy responds as anticipated, Aurelius's net out-of-pocket litigation costs could be substantially reduced. However, until Fortbridge issues a formal coverage determination, we recommend that Aurelius budget for the full range of estimated litigation costs set forth above.
VII. Reputational Considerations
The decision whether to pursue settlement or proceed to public litigation involves significant reputational considerations for Aurelius, StreamNow, and the broader content distribution ecosystem.
Aurelius's Public Profile. Aurelius Global Media Group PLC is a publicly listed company on the London Stock Exchange (AIM: AGLM), with American Depositary Receipts traded over-the-counter in the United States. Aurelius reported fiscal year 2025 revenue of £1.87 billion (approximately $2.36 billion at an exchange rate of £1 = $1.26), as audited by Whitmore & Pryce LLP. As a publicly listed company with a diverse global shareholder base, Aurelius's actions in this matter will be subject to market and media scrutiny.
Potential Benefits of Public Litigation. Filing a high-profile copyright infringement lawsuit against StreamNow could serve Aurelius's strategic interests by demonstrating the Company's commitment to vigorously protecting its content library (comprising over 4,200 titles). A public enforcement action would send a clear deterrent signal to other platforms, aggregators, and would-be infringers that Aurelius monitors unauthorized exploitation of its content and will pursue legal remedies aggressively. In an era of rapidly proliferating streaming platforms and increasingly complex content distribution chains, this deterrent effect is strategically valuable.
Potential Risks of Public Litigation. On the other hand, public litigation may attract media attention to the circumstances surrounding Franklin Ogilvie's former employment at Aurelius Media Americas, Inc., the internal investigation that led to his termination, and the fact that a former Aurelius employee was able to exploit his knowledge of the Aurelius catalog to facilitate large-scale unauthorized distribution. This could raise questions about Aurelius's internal security protocols and rights management systems, potentially exposing the Company to negative press coverage. Additionally, the details of the infringement (217 titles exploited over 22 months before Aurelius took formal enforcement action) could prompt questions about the timeliness of Aurelius's detection and response capabilities.
StreamNow and Pinnacle Ventures Reputational Exposure. StreamNow's majority investor, Pinnacle Ventures Fund III, LP (Howard Cheng, Managing Partner; 101 California Street, Suite 3500, San Francisco, CA 94111), invested $145 million in StreamNow's Series C round and holds approximately 62% of StreamNow's fully diluted equity. Pinnacle is an established venture capital firm with a broader portfolio and investor relations to manage. A public copyright infringement lawsuit alleging willful piracy of hundreds of titles from a major international studio could cause significant reputational damage to both StreamNow and Pinnacle, particularly if Aurelius secures a public injunction or judgment. This reputational exposure provides additional settlement leverage, as Pinnacle may prefer a confidential resolution over the ongoing public attention of protracted litigation.
Recommendation. We recommend that Aurelius maintain a posture of preparedness for public litigation — the willingness and ability to litigate publicly is itself a source of negotiating leverage — while seeking a confidential settlement that includes the public acknowledgment term described in Section IV.C. This approach achieves the best of both worlds: the public acknowledgment serves the deterrent function of public litigation (putting the industry on notice), while the confidentiality of the financial terms protects Aurelius from detailed public scrutiny of the Ogilvie situation and the mechanics of the damages calculation. If, however, StreamNow refuses to settle on acceptable terms, Aurelius should not hesitate to proceed to public litigation. The strength of Aurelius's claims and the clarity of the factual record make this a case that Aurelius should be comfortable litigating in the public eye.
VIII. Negotiation Strategy and Process
A. Demand Letter Service
Calderwood & Harkness has prepared a formal cease-and-desist and pre-suit demand letter to StreamNow Holdings, Inc. The demand letter is targeted for service on March 14, 2026, and will be addressed to Tobias Rennert, General Counsel, StreamNow Holdings, Inc., 3400 Wilshire Boulevard, Suite 1800, Los Angeles, CA 90010. The letter will be sent by FedEx overnight delivery, with a simultaneous courtesy copy by email and first-class mail.
Simultaneous demand letters will be served on:
• MDD and Franklin Ogilvie: 8912 Burton Way, Suite 200, Beverly Hills, CA 90211. The MDD/Ogilvie letter will assert claims for contributory copyright infringement, inducement of infringement, breach of the Separation Agreement, and fraud, and will demand preservation of all relevant documents and communications.
• FAST Channel Sublicensees: Separate takedown demands will be served on each of the four FAST channel operators — Brindoval Channel Networks, Inc.; BrightLoop Media, LLC; Velvet Stream Partners, LP; and Pacific Lantern Digital Pty Ltd — demanding immediate removal of all Aurelius content from their respective platforms and preservation of all records relating to the sublicensing arrangements with StreamNow and the exploitation of Aurelius content.
B. Response Window
The demand letter to StreamNow will specify a 30-day response window from the date of service, expiring on approximately April 13, 2026. During this period, we will expect StreamNow to engage outside counsel and provide a substantive response to the demand.
Based on prior experience and industry intelligence, we anticipate that StreamNow will engage Grantham Roth & Pearce LLP as outside litigation counsel. The anticipated lead attorneys are Victoria Langford, Partner, IP Litigation, and Brian Matsuda, Associate. Grantham Roth's offices are located at 555 South Flower Street, Suite 4200, Los Angeles, CA 90071. Victoria Langford is a capable and experienced IP litigator; her involvement should be viewed as an indication that StreamNow is taking the matter seriously, which may increase the prospects for a negotiated resolution.
C. Settlement Negotiation Approach
We anticipate that StreamNow, through Grantham Roth, will contest the damages figures presented in the demand letter and assert some version of the innocent infringer defense, contending that StreamNow reasonably relied on MDD's representations and the Purported CDA. These positions are expected and will not be difficult to counter.
To demonstrate the strength of Aurelius's position and encourage meaningful settlement engagement, Calderwood & Harkness is prepared to share a summary of CipherTrace's forensic findings and Hargrove's damages model in a confidential mediation or negotiation setting, subject to appropriate confidentiality protections (including a Federal Rule of Evidence 408 agreement). This controlled disclosure will allow StreamNow and its counsel to evaluate the specificity and rigor of Aurelius's damages case, which should narrow the gap between the parties' positions.
If StreamNow engages constructively in its initial response — i.e., acknowledges the substance of the claims and expresses willingness to negotiate — we recommend proposing early mediation before a retired federal judge or experienced IP mediator. Early mediation can accelerate the resolution timeline and reduce costs for both parties. However, mediation should not be offered as a concession; it should be presented as a pragmatic option that reflects Aurelius's confidence in its position.
Throughout the negotiation process, Calderwood & Harkness will maintain pressure through TRO/preliminary injunction readiness. Our draft TRO motion, supporting memorandum of points and authorities, and supporting declarations (from Diana Carstairs, Aurelius VP of Rights Management; Dr. Nathan Frey, CipherTrace; and Marcus Delgado, Calderwood & Harkness) have already been prepared and are in substantially final form. This readiness enables Aurelius to file for emergency injunctive relief at any time, which serves as a powerful source of leverage.
D. Escalation Timeline
The following escalation timeline governs the transition from negotiation to litigation:
• April 13, 2026 (30 days post-demand): If StreamNow has not provided a substantive response to the demand letter, Calderwood & Harkness will send a follow-up communication to Tobias Rennert (StreamNow General Counsel) and Victoria Langford (Grantham Roth) requesting an immediate response and reiterating Aurelius's intention to pursue all available legal remedies.
• May 15, 2026 (approximately 60 days post-demand): If no settlement has been reached or if negotiations have stalled, Calderwood & Harkness will issue a final pre-filing notice advising StreamNow that Aurelius intends to file suit unless a settlement is reached within 30 days.
• June 2026 (approximately 90 days post-demand): If no settlement has been reached, Calderwood & Harkness will file the complaint and TRO/preliminary injunction motion in the United States District Court for the Central District of California (Los Angeles Division). The complaint will assert claims for federal copyright infringement, contributory infringement, and inducement of infringement (against MDD and Ogilvie), as well as supplemental state law claims for unfair competition, tortious interference, breach of contract (against Ogilvie), and fraud (against MDD and Ogilvie). The TRO/PI motion will seek the immediate removal of all Aurelius content from StreamNow's platform and all sublicensed FAST channels pending final resolution.
IX. Recommended Board Action
Based on the analysis and recommendations set forth in this memorandum, we respectfully request that Fiona Hartwell, General Counsel, and Sir Alistair Pemberton, Chief Executive Officer, authorize the following actions on behalf of Aurelius Global Media Group PLC:
1. Service of Demand Letter. Authorization to serve the formal cease-and-desist and pre-suit demand letter on StreamNow Holdings, Inc., MDD, Franklin Ogilvie, and the four FAST channel sublicensees on March 14, 2026, with an opening monetary demand of $41.3 million plus the non-monetary terms described in Section IV.C.
2. Settlement Authority. Authorization to negotiate and, if appropriate, execute a settlement agreement with StreamNow on behalf of Aurelius, with a negotiation floor of $25 million plus permanent injunctive relief, full content takedown, and all non-monetary terms described in Section IV.C. Any proposed settlement below $25 million or without adequate injunctive and non-monetary protections will be referred back to Aurelius leadership for further authorization before acceptance.
3. Litigation Authorization. Authorization to file suit in the United States District Court for the Central District of California (Los Angeles Division) if settlement is not reached by June 2026, with estimated total litigation costs through trial of approximately $3.6 million to $5.0 million (inclusive of attorneys' fees and expert costs, and exclusive of the success fee).
4. Emergency Injunctive Relief. Authorization to seek emergency injunctive relief, including a temporary restraining order and preliminary injunction, contemporaneously with or shortly after the filing of the complaint, as circumstances require.
5. Continued Expert Engagement. Authorization for the continued engagement of CipherTrace