Approval of Licensed Products Sample Clauses
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Approval of Licensed Products. 4.1 The provisions of this clause 4 shall apply in respect of all Licensed Products to be sold pursuant to the rights granted under this Agreement within the Term commencing on the Effective Date.
4.2 The Licensee shall work in close co-operation with Burberry including without limitation on matters relating to the overall design of the Licensed Products with a view to agreeing upon any additions or changes to the range of Licensed Products.
4.3 The Licensee shall not manufacture or have manufactured any Products bearing any Burberry Intellectual Property or sell any such Products manufactured by or on behalf of the Licensee except such Products which have been Approved as Licensed Products for manufacture and sale.
4.4 The Licensee shall:
(A) provide full written details to Burberry of:
(i) the proposed Formulae for the particular Licensed Product concerned; and
(ii) the name and address of the creator of the proposed Formulae before commencement of manufacture of any Licensed Product,
(B) revise the Packaging used in respect of the Licensed Products in accordance with the reasonable directions received from Burberry from time to time, provided that the Licensee shall be entitled to exhaust its existing stock of Packaging and in respect of the Licensed Products approved in accordance with the Original Licence Agreement prior to the Effective Date only, no such directions will take effect before 31 December 2006, except as otherwise agreed. In the event that the Licensee does not accept that the directions given by Burberry are reasonable, it shall give written notice to Burberry within 14 days of receipt of the directions from Burberry setting out details of its objections. The parties shall in good faith endeavour to resolve the objections and in the event that no resolution is reached, the Licensee shall implement Burberry's revisions to the Packaging and the parties shall agree an appropriate reduction to the Minimum Net Wholesale Sales. In considering what might be an appropriate reduction to Minimum Net Wholesale Sales the parties shall have regard to the proportion of the Actual Net Wholesale Sales represented by the particular Licensed Product affected by the revision to the Packaging;
(C) subject to clause 9.3, not commence manufacture of any Licensed Product (other than for the purposes of manufacturing samples) unless and until the Formulae for that Licensed Product, the proposed Licensed Product, the proposed Approved Contractor and the propose...
Approval of Licensed Products. Licensor shall have 30 days after receipt ----------------------------- of each of the items referenced in paragraph 6 above to approve or disapprove, in Licensor's sole discretion, the proposed use of Licensor's name and likeness and the product.
Approval of Licensed Products. On at least an annual basis, or more frequently as necessary for the introduction of new Licensed Products during the year, Licensee shall obtain S&W’s prior written approval, which shall not be unreasonably withheld, of all Licensed Products or any changes to Licensed Products. As requested by Licensor, Licensee will deliver to S&W at no cost for approval by S&W samples of each Licensed Product, and any material change thereto, prior to Licensee’s production manufacturing, initial presentation, sale or other use of such Licensed Products, and shall otherwise comply with S&W product approval policies and procedures, as amended from time to time, and communicated in writing to Licensee. Licensee shall obtain, in writing, all necessary and applicable approvals in S&W’s chain of command as identified to Licensee from time to time.
Approval of Licensed Products. (a) Company agrees that Licensor shall have the right to approve or disapprove in advance of sale the quality, style, colors, appearance, material and workmanship of all Licensed Products and the packaging therefor, and to approve or disapprove any and all endorsements, trademarks, trade names, designs and logos (whether included in the British Open Identification or not) used in connection with Licensed Products. Company shall not distribute or sell any such Licensed Product which has not been approved by Licensor or which is, at any time, disapproved by Licensor in accordance with the provisions hereinbelow.
(b) In order to accomplish the purposes of subparagraph (a) immediately above, before selling or distributing any Licensed Products hereunder, Company shall submit to Licensor, at the address set forth in Paragraph 14 below, for its examination and approval or disapproval, representative samples of each style and design of each proposed product *my one color version for each sample) Company desires to sell using the British Open Identification. Licensor agrees that it will promptly examine and either approve or disapprove such samples, and that Licensor will promptly notify Company of its approval or disapproval. Licensor agrees that it will not unreasonably disapprove any item and, if any is disapproved, that Company will be advised of the specific reasons in each case. Licensor agrees that any item submitted for approval hereunder at the address set forth below may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within ten (10) business days after receipt thereof.
Approval of Licensed Products. (a) Company agrees that Licensor shall have the right to approve or disapprove in advance of sale the quality, style, colors, appearance, material and workmanship of all Licensed Products and the packaging therefor, and to approve or disapprove any and all endorsements, trademarks, trade names, designs and logos (whether using Golfer Identification or not) used in connection with Licensed Products Company shall not distribute or sell any such Product which has not been approved by Licensor or which is, at any time, disapproved by Licensor in accordance with the provisions hereinbelow. In all instances, Licensor's approval shall not be unreasonably withheld.
Approval of Licensed Products. With respect to each different Licensed Product which the Licensee proposes to manufacture and sell under this Agreement, the Licensee shall submit to Titan for its review and approval the following materials in the order stated:
(i) generic sample of the type of Licensed Product in question (that is, a sample of the kind of merchandise article to which the Licensee proposes to add the Intellectual Property in producing the Licensed Product, showing the general quality standard which will be met by the Licensed Product);
(ii) finished art for the Licensed Product, showing the exact use of the Intellectual Property on or in connection with the proposed Licensed Product;
(iii) a preproduction prototype sample of the Licensed Product, where appropriate, or a preproduction final sample of the Licensed Product, showing in either case the exact form, finish, and quality the Licensed Product will have when manufactured in production quantities; and
(iv) forty-eight identical production samples of the Licensed Product, to be submitted immediately upon commencement of production. The Licensee shall comply with all of the foregoing approval steps for each Licensed Product, obtaining Titan's written approval at each step of the procedure, unless by prior written notice from Titan it is exempted from any such step with respect to a specific Licensed Product.
Approval of Licensed Products. No Licensed Product will be advertised, released, marketed or distributed without Masterfoods USA's prior written approval of the concept, composition, recipe for, quality, style and appearance of the Licensed Product (including packaging, labeling and shipping materials) and all advertising and promotion materials and plans relating thereto.
4.2.1. Licensee will comply with all Masterfoods USA approval procedures and related requirements (including but not limited to any sensory requirements and/or testing requirements which Masterfoods USA deems appropriate) with respect to the Licensed Products, including, without limitation, the submission of at least three (3) concept samples, three (3) prototype/final concept samples, three (3) preproduction (tooled) samples and six (6) production samples for each Licensed Product (including packaging, labeling and shipping materials). Each such submission will be accompanied by an appropriately completed Masterfoods Licensed Product Submission Form in the form of Exhibit D attached hereto. Masterfoods USA will notify Licensee in writing of its approval or disapproval within thirty (30) days after its receipt of each such sample. Any submission not approved by Masterfoods USA within such thirty (30) days will be deemed disapproved.
Approval of Licensed Products. With respect to each different Licensed Product which the Licensee proposes to manufacture and sell under this Agreement, the Licensee shall submit to Titan for its review and approval the following materials in the order stated: i) a generic sample of the type of Licensed Product in question (that is, a sample of this kind of merchandise article to which the Licensee proposes to add the Intellectual Property in producing the Licensed Product, showing the general quality standard which will be met by the Licensed Product);
Approval of Licensed Products. With respect to each different Licensed Product which the Licensee proposes to manufacture and sell under this Agreement, the Licensee shall submit to UM for review and approval by UM and PMI the following materials for such Licensed Product, in the order stated.
(i) a generic sample of the type of Licensed Product in question (that is, a sample of the kind of merchandise article to which the Licensee proposes to add the Copyrights or Trademarks in producing the Licensed Product, showing the general quality standard which will be met by the Licensed Product), including any mechanical, video, and sound elements;
(ii) a concept for each design, item, and/or sku of the proposed Licensed Product, showing by rough art and product designs the nature and appearance of the proposed Licensed Product and describing the operation of any mechanical, video, and/or sound elements;
(iii) finished art or schematics for the Licensed Product, showing the exact use of the Copyrights or Trademarks on or in connection with the proposed Licensed Product;
(iv) a pre-production prototype sample of the Licensed Product, where appropriate, or a pre-production finial sample of the Licensed Product, showing in either case the exact form, finish, features, and quality the Licensed Product will have when manufactured in production quantities; and
(v) two identical production samples of the Licensed Product, to be submitted immediately upon commencement of production. The Licensee shall comply with all of the foregoing approval steps for each Licensed Product, obtaining written approval from UM, and from PMI, through UM, at each step of the procedure, unless by prior written notice from UM it is exempted from any such step with respect to a specific Licensed Product. If the Licensee submits to UM for approval under this Section A(2)(b) an item which is not contained in the definition of “Licensed Products” set forth in paragraph 1 of this Agreement, and UM inadvertently approves such item, such approval shall not be deemed to add such item to said definition; in any such circumstance, the Licensee shall, upon receipt of written notice from UM, immediately and permanently cease manufacturing, distributing, selling, and advertising the item in question.