Common use of APPROVAL AND INSPECTION Clause in Contracts

APPROVAL AND INSPECTION. 7.1 Licensee shall: (a) on written request from Licensor, provide Licensor with a reasonable number of samples of all products and materials (including any advertising, marketing or promotional materials) on which the Licensed IP Rights are used; and (b) once per calendar year, on reasonable prior notice from Licensor, permit Licensor (or its nominated representative) to enter Licensee’s premises during Working Hours solely for the purposes of verifying that Licensee is complying with its obligations under this Agreement. 7.2 If Licensor believes, on reasonable grounds, that Licensee is failing to comply with any of its obligations under Clause 4 (Conditions of use of Licensed IP Rights) or Clause 5 (Conditions of use of Transitionally Licensed IP Rights): (a) Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) take any steps (at its own cost) that Licensor reasonably determines are necessary to ensure compliance; and (b) Licensee shall (and shall procure that its sublicensees permitted in accordance with this Agreement shall) not sell, distribute or otherwise dispose of any materials or products that Licensor determines do not comply with Licensee’s obligations under Clause 4 (Conditions of use of Licensed IP Rights) or Clause 5 (Conditions of use of Transitionally Licensed IP Rights) without the prior written consent of Licensor.