Common use of APPROVAL OF LICENSED PRODUCTS Clause in Contracts

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 proposed Factory have been Approved; (D) provide full written details to Burberry of any proposed changes in any of the Formulae for any Licensed Product for Approval of such changes before any such changes are implemented (save to the extent that such changes are required by applicable law); and (E) not commence manufacture of any Licensed Product in accordance with any varied Formulae (other than for the purpose of manufacturing samples) unless and until such Formulae have been Approved. 4.5 The Licensee shall submit in writing all concepts, designs, specifications, pre-prototype samples and prototype samples for Licensed Products to Burberry for Approval (together with proposed Recommended Retail Prices) in sufficient time to allow Burberry to examine and consider the same, and to make any such changes thereto as Burberry requests prior to the commencement of manufacture of Licensed Products. 4.6 Burberry's Approval of any Products as Licensed Products and of the elements of such of Burberry's Intellectual Property as is to be used therewith: (A) shall be limited to such Products conforming with the relevant Approved samples and/or specifications in all respects, including without limitation in respect of (i) aroma (ii) Formula; (iii) quality, (iv) design, (v) materials (including the ingredients, pattern, colour, composition and weight thereof), (vi) Packaging, (vii) the elements of the Burberry Intellectual Property to be used therewith, and (viii) the combinations and manner of use of such Burberry Intellectual Property (including where relevant the location, juxtaposition and size of any Licensed Trade Marks appearing thereon); and (B) unless otherwise expressly provided, shall be given only in respect of the Products for which such Approval is given. 4.7 The Licensee shall procure that the Licensed Products are manufactured in accordance with their concepts, designs and specifications to a high standard of quality and in accordance with all conditions to which Approval of particular Licensed Products may be subject. 4.8 Where it is the Licensee's intention that any Products (or any part thereof) which the Licensee proposes to be Licensed Products are to be manufactured by any Approved Contractor(s), the Licensee shall at the same time as submitting to Burberry any concepts, designs or specifications of such proposed Licensed Products, notify Burberry of the identity of such Approved Contractor(s) and the location of the factory at which it is proposed such Licensed Products are to be manufactured. No Products will be Approved as Licensed Products where the same (or any component of the same bearing any Burberry Intellectual Property) is to be manufactured by any party other than the Licensee or the Approved Contractor(s) notified to Burberry as aforesaid.

APPROVAL OF LICENSED PRODUCTS. 4.1 The provisions Licensor shall have the right in its sole and reasonable discretion to approve or disapprove in advance of this clause 4 shall apply in respect sale the general design, quality, style, colors, appearance, material and workmanship of all Licensed Products, and to approve or disapprove in advance any brands, endorsements, trademarks, service marks, trade names, designs and logotypes, (whether included in the XXXXX BAHAMA Marks or not) used in connection with Licensed Products. Licensee shall not show, distribute or sell any Licensed Product which has not been approved in advance by Licensor or which is, at any time, disapproved by Licensor in accordance with the terms of this Agreement. Licensor reserves the right to revoke approval of Licensed Products that were approved in previous seasons, however, Licensor agrees to be sold pursuant that it will not do so unless Licensor reasonably concludes in its sole discretion that such Licensed Products no longer reflect the taste, style, or quality associated with the XXXXX BAHAMA Marks. Such revocation of approval shall not apply to shall not apply to orders, current inventory and work in process which have been accepted by License prior to its receipt of the rights granted under this Agreement within notice. Licensee must provide to Licensor written verification of such prior orders, current inventory and work-in-process. Licensor agrees to review the Term commencing Minimum Nets Sales detailed on the Effective Date“Exhibit E” and reduce such amounts if such revocation of a Licensed Product effects such amounts. 4.2 The parties acknowledge that it may not be practical for Licensee to submit actual samples of Licensed Products to Licensor for Licensor’s examination and approval or disapproval. Licensee shall work submit Design Documentation to Licensor at its New York address set forth below, at no cost or expense to Licensor. Licensee’s submissions shall include, in close co-operation addition, evidence or notations of the use of labels, tags or other form of identification proposed to be used on Licensed Products. Licensee shall submit Design Documentation to Licensor at least ninety (90) days prior to production of the applicable Licensed Products. If Licensor reasonably desires additional information with Burberry including without limitation on matters relating respect to the overall design design, fabrication or manufacture of any affected Licensed Product, Licensee agrees to provide that additional information. Within fifteen (15) business days of confirmed receipt of the foregoing materials, Licensor agrees that it will examine and either approve or disapprove the relevant Licensed Products and notify Licensee of its approval or disapproval in writing. It is understood between the parties that if Licensee does not receive a response from Licensor within three (3) business days after the fifteen (15) business day period detailed above, the Licensor has disapproved such request. If any item is disapproved, in each case, Licensee will be advised of the specific reasons. Upon request, Licensee shall reimburse Licensor for any import duties, shipping charges or other costs or expenses incurred by Licensor in connection with a view delivery of samples to agreeing upon any additions or changes to the range of Licensed ProductsLicensor. 4.3 The Licensee shall not manufacture or have manufactured In the event 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 is disapproved, Licensee agrees to consult with Licensor regarding Licensor’s objections and any changes or modifications proposed by Licensor, and will, within thirty (ii30) the name and address days following receipt 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 Licensor’s disapproval, use good-faith efforts 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 agreedmake mutually agreeable modifications or adjustments. In the event that the of a dispute between Licensor and 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 regarding any Licensed Product (other than for the purposes of manufacturing samples) unless and until the Formulae for that Licensed Product, Licensor will have final control and approval with respect to the proposed Licensed Productstyle, overall design, decorative details, engineering, structural integrity, production capabilities, manufacturing efficiencies, materials sourcing, product safety and similar matters. 4.4 Licensee assigns to Licensor all of Licensee’s right, title, and interest in each design developed and used by Licensee (excluding such design elements that are excluded by the proposed Approved Contractor and the proposed Factory have been Approved; (Ddefinition of Design Rights) provide full written details to Burberry of any proposed changes in connection with any of the Formulae for Licensed Products, and all rights associated with them, including, without limitation, all Design Rights. Licensee shall promptly execute and deliver all forms of assignment and other documents as may be reasonably required to transfer to Licensor any Licensed Product for Approval of such changes before any such changes are implemented (save to Licensee’s rights of ownership in the extent that such changes are required by applicable law); and (E) not commence manufacture of any Licensed Product in accordance with any varied Formulae (other than for the purpose of manufacturing samples) unless and until such Formulae have been ApprovedDesign Rights. 4.5 The Licensee shall submit not unreasonably withhold or to obtain, protect, or perfect Licensor’s rights in writing all conceptsthe Design Rights. In addition, designsduring the Contract Term, specificationsLicensee (a) shall not contest, pre-prototype samples and prototype samples for Licensed Products to Burberry for Approval (together with proposed Recommended Retail Prices) in sufficient time to allow Burberry to examine and consider the same, and to make raise any such changes thereto as Burberry requests prior objections to the commencement of manufacture of Licensed Products. 4.6 Burberry's Approval validity of, or attack Licensor’s title to, or rights in, the Design Rights, (b) shall not file any application for, or obtain or attempt to obtain ownership of, any Design Rights, (c) shall promptly notify Licensor if Licensee becomes aware of any Products as Licensed Products and attempts to do so by, or any use, of the elements of such of Burberry's Intellectual Property as is to be used therewith: (A) shall be limited to such Products conforming with the relevant Approved samples and/or specifications in all respects, including without limitation in respect of (i) aroma (ii) Formula; (iii) quality, (iv) design, (v) materials (including the ingredients, pattern, colour, composition and weight thereof), (vi) Packaging, (vii) the elements of the Burberry Intellectual Property to be used therewithany material covered by Design Rights by any third party, and (viiid) the combinations shall take all appropriate actions, and manner of use of such Burberry Intellectual Property (including where relevant the location, juxtaposition and size of all actions reasonably requested by Licensor to prevent or avoid any Licensed Trade Marks appearing thereon); and (B) unless otherwise expressly provided, shall be given only in respect misuse of the Products for which such Approval is given. 4.7 The Licensee shall procure that the material covered by Design Rights or Licensed Products are manufactured in accordance with their concepts, designs and specifications to a high standard of quality and in accordance with all conditions to which Approval of particular Licensed Products may be subject. 4.8 Where it is the Licensee's intention that any Products (or any part thereof) which the Licensee proposes to be Licensed Products are to be manufactured by any Approved Contractor(s)of its customers, the Licensee shall at the same time as submitting to Burberry any conceptscontractors, designs sublicensees, or specifications of such proposed Licensed Products, notify Burberry of the identity of such Approved Contractor(s) and the location of the factory at which it is proposed such Licensed Products are to be manufactured. No Products will be Approved as Licensed Products where the same (or any component of the same bearing any Burberry Intellectual Property) is to be manufactured by any party other than the Licensee or the Approved Contractor(s) notified to Burberry as aforesaidsuppliers.

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 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 proposed Factory have been Approved; (D) provide full written details to Burberry of any proposed changes in any of the Formulae for any Licensed Product for Approval of such changes before any such changes are implemented (save to the extent that such changes are required by applicable law); and (E) not commence manufacture of any Licensed Product in accordance with any varied Formulae (other than for the purpose of manufacturing samples) unless and until such Formulae have been Approved. 4.5 The Licensee shall submit in writing all concepts, designs, specifications, pre-prototype pre_prototype samples and prototype samples for Licensed Products to Burberry for Approval (together with proposed Recommended Retail Prices) in sufficient time to allow Burberry to examine and consider the same, and to make any such changes thereto as Burberry requests prior to the commencement of manufacture of Licensed Products. 4.6 Burberry's Approval of any Products as Licensed Products and of the elements of such of Burberry's Intellectual Property as is to be used therewith: (A) shall be limited to such Products conforming with the relevant Approved samples and/or specifications in all respects, including without limitation in respect of (i) aroma (ii) Formula; (iii) quality, (iv) design, (v) materials (including the ingredients, pattern, colour, composition and weight thereof), (vi) Packaging, (vii) the elements of the Burberry Intellectual Property to be used therewith, and (viii) the combinations and manner of use of such Burberry Intellectual Property (including where relevant the location, juxtaposition and size of any Licensed Trade Marks appearing thereon); and (B) unless otherwise expressly provided, shall be given only in respect of the Products for which such Approval is given. 4.7 The Licensee shall procure that the Licensed Products are manufactured in accordance with their concepts, designs and specifications to a high standard of quality and in accordance with all conditions to which Approval of particular Licensed Products may be subject. 4.8 Where it is the Licensee's intention that any Products (or any part thereof) which the Licensee proposes to be Licensed Products are to be manufactured by any Approved Contractor(s), the Licensee shall at the same time as submitting to Burberry any concepts, designs or specifications of such proposed Licensed Products, notify Burberry of the identity of such Approved Contractor(s) and the location of the factory at which it is proposed such Licensed Products are to be manufactured. No Products will be Approved as Licensed Products where the same (or any component of the same bearing any Burberry Intellectual Property) is to be manufactured by any party other than the Licensee or the Approved Contractor(s) notified to Burberry as aforesaid.

APPROVAL OF LICENSED PRODUCTS. 4.1 The provisions of this clause 4 shall apply in With respect of all to each different Licensed Products Product which the Licensee proposes to be sold pursuant to the rights granted manufacture and sell 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 reachedAgreement, the Licensee shall implement Burberry's revisions submit to Licensor for its review and approval the Packaging and following materials in 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 order stated: (i) a generic sample of the Actual Net Wholesale Sales represented by the particular type of Licensed Product affected by in question (that is, a sample of the revision kind of merchandise article to which the Packaging; (C) subject Licensee proposes to clause 9.3, not commence manufacture of any Licensed Product (other than for add the purposes of manufacturing samples) unless and until Trademark in producing the Formulae for that Licensed Product, showing the general quality standard which will be met by the Licensed Product); (ii) a concept for the proposed Licensed Product, showing by rough artwork and product designs the nature and appearance of the proposed Approved Contractor and the proposed Factory have been Approved; (D) provide full written details to Burberry of any proposed changes in any of the Formulae for any Licensed Product for Approval of such changes before any such changes are implemented (save to the extent that such changes are required by applicable law); and (E) not commence manufacture of any Licensed Product in accordance with any varied Formulae (other than for the purpose of manufacturing samples) unless and until such Formulae have been Approved. 4.5 The Licensee shall submit in writing all concepts, designs, specifications, pre-prototype samples and prototype samples for Licensed Products to Burberry for Approval (together with proposed Recommended Retail Prices) in sufficient time to allow Burberry to examine and consider the same, and to make any such changes thereto as Burberry requests prior to the commencement of manufacture of Licensed Products. 4.6 Burberry's Approval of any Products as Licensed Products and of the elements of such of Burberry's Intellectual Property as is to be used therewith: (A) shall be limited to such Products conforming with the relevant Approved samples and/or specifications in all respects, including without limitation in respect of (i) aroma (ii) FormulaProduct; (iii) qualityfinished artwork for the Licensed Product, showing the exact use of the Trademark on or in connection with the proposed Licensed Product; (iv) designa 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 (v) materials (including the ingredients, pattern, colour, composition and weight thereof), (vi) Packaging, (vii) the elements 15 identical production samples of the Burberry Intellectual Property Licensed Product, to be used therewith, and (viii) the combinations and manner submitted immediately upon commencement of use of such Burberry Intellectual Property (including where relevant the location, juxtaposition and size of any Licensed Trade Marks appearing thereon); and (B) unless otherwise expressly provided, shall be given only in respect of the Products for which such Approval is given. 4.7 production. The Licensee shall procure that comply with all of the foregoing approval steps for each Licensed Products are manufactured in accordance Product, obtaining Licensor's written approval at each step of the procedure, unless by prior written notice from Licensor it is exempted from any such step with their concepts, designs and specifications respect to a high standard of quality and in accordance with all conditions to which Approval of particular specific Licensed Products may be subject. 4.8 Where it is the Licensee's intention that any Products (or any part thereof) which Product. If the Licensee proposes submits to Licensor 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 Licensor inadvertently approves such item, such approval shall not be Licensed Products are deemed to be manufactured by add such item to said definition; in any Approved Contractor(s)such circumstance, the Licensee shall at shall, upon receipt of written notice from Licensor, immediately and permanently cease manufacturing, distributing, selling, and advertising the same time as submitting to Burberry any concepts, designs or specifications of such proposed Licensed Products, notify Burberry of the identity of such Approved Contractor(s) and the location of the factory at which it is proposed such Licensed Products are to be manufactured. No Products will be Approved as Licensed Products where the same (or any component of the same bearing any Burberry Intellectual Property) is to be manufactured by any party other than the Licensee or the Approved Contractor(s) notified to Burberry as aforesaiditem in question.

APPROVAL OF LICENSED PRODUCTS. 4.1 The provisions of this clause 4 shall apply in With respect of all to each different Licensed Products Product which the Licensee proposes to be sold pursuant to the rights granted manufacture and sell under this Agreement within Agreement, the Term commencing on the Effective Date. 4.2 The Licensee shall work submit to UM for review and approval by UM and PMI the following materials for such Licensed Product, 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 Productsorder stated. 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) a generic sample of the proposed Formulae for the particular type of Licensed Product concerned; andin 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) the name and address a concept for each design, item, and/or sku 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, showing by rough art and product designs the nature and appearance of the proposed Approved Contractor Licensed Product and describing the proposed Factory have been Approvedoperation of any mechanical, video, and/or sound elements; (Diii) provide full written details to Burberry of any proposed changes in any finished art or schematics for the Licensed Product, showing the exact use of the Formulae for any 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 for Approval of such changes before any such changes are implemented (save to the extent that such changes are required by applicable law)will have when manufactured in production quantities; and (Ev) not commence manufacture two identical production samples of any the Licensed Product in accordance with any varied Formulae (other than for the purpose Product, to be submitted immediately upon commencement of manufacturing samples) unless and until such Formulae have been Approved. 4.5 production. The Licensee shall submit in writing comply with all conceptsof the foregoing approval steps for each Licensed Product, designs, specifications, pre-prototype samples and prototype samples for Licensed Products to Burberry for Approval (together with proposed Recommended Retail Prices) in sufficient time to allow Burberry to examine and consider the sameobtaining written approval from UM, and to make from PMI, through UM, at each step of the procedure, unless by prior written notice from UM it is exempted from any such changes thereto as Burberry requests prior step with respect to a specific Licensed Product. If the commencement Licensee submits to UM for approval under this Section A(2)(b) an item which is not contained in the definition of manufacture of “Licensed Products. 4.6 Burberry's Approval ” set forth in paragraph 1 of any Products as Licensed Products and of the elements of such of Burberry's Intellectual Property as is to be used therewith: (A) shall be limited to such Products conforming with the relevant Approved samples and/or specifications in all respects, including without limitation in respect of (i) aroma (ii) Formula; (iii) quality, (iv) design, (v) materials (including the ingredients, pattern, colour, composition and weight thereof), (vi) Packaging, (vii) the elements of the Burberry Intellectual Property to be used therewiththis Agreement, and (viii) the combinations and manner of use of UM inadvertently approves such Burberry Intellectual Property (including where relevant the locationitem, juxtaposition and size of such approval shall not be deemed to add such item to said definition; in any Licensed Trade Marks appearing thereon); and (B) unless otherwise expressly provided, shall be given only in respect of the Products for which such Approval is given. 4.7 The Licensee shall procure that the Licensed Products are manufactured in accordance with their concepts, designs and specifications to a high standard of quality and in accordance with all conditions to which Approval of particular Licensed Products may be subject. 4.8 Where it is the Licensee's intention that any Products (or any part thereof) which the Licensee proposes to be Licensed Products are to be manufactured by any Approved Contractor(s)circumstance, the Licensee shall at shall, upon receipt of written notice from UM, immediately and permanently cease manufacturing, distributing, selling, and advertising the same time as submitting to Burberry any concepts, designs or specifications of such proposed Licensed Products, notify Burberry of the identity of such Approved Contractor(s) and the location of the factory at which it is proposed such Licensed Products are to be manufactured. No Products will be Approved as Licensed Products where the same (or any component of the same bearing any Burberry Intellectual Property) is to be manufactured by any party other than the Licensee or the Approved Contractor(s) notified to Burberry as aforesaiditem in question.