Common use of Enforcement by Licensee Clause in Contracts

Enforcement by Licensee. If UL elects not to take action pursuant to Section 3.4 within thirty (30) days after UL has received notice of infringement or dilution with respect to identified Licensed Brand Assets, Licensee may request approval from UL to initiate a suit or other enforcement action, at Licensee’s sole cost and expense, and the Parties’ respective legal representatives will promptly meet to discuss the merits and legal risks of any such suit or other enforcement action. UL will approve (or disapprove) such request within fifteen (15) days after Licensee’s request therefor. Licensee acknowledges and agrees that UL may disapprove such request if Licensee does not meet and discuss with UL the merits and legal risks of such suit or other enforcement action as reasonably requested by UL. If UL does not respond to or disapprove Licensee’s request within fifteen (15) days following Licensee’s request, the suit or other enforcement action shall be deemed to be approved by UL. If approved or deemed approved in accordance with the previous sentence, Licensee may proceed with such suit or action and UL shall reasonably cooperate with Licensee with regard to such suit or action (including to enable Licensee to meet standing requirements). Licensee may not settle any such suit or enter into any other agreement affecting the UL Masterbrand, any of the Licensed Brand Assets and/or UL’s rights in them without UL’s prior written approval. Licensee shall retain any monetary proceeds from such suit or action it institutes at its sole expense pursuant to this Section 3.5.