Enforcement inside North America Sample Clauses

Enforcement inside North America. (a) Each Party shall promptly inform the other Party of any potential infringement, other violation or related action or proceeding (including any opposition, inter partes review, post grant review or re-examination) (“IP Claim”) of any Licensed IP within North America, or if either Party receives notice of any Claims from any Third Party alleging that any Licensed IP violates the rights of a Third Party in North America. Where permitted under local applicable Law, the Party that accounts for the majority of the Net Sales of any Finished Products involved (whether directly or indirectly) or alleged to be involved (whether directly or indirectly) in such IP Claim shall have the first right to commence (or threaten to commence), control, or respond to any such IP Claim, and the authority and sole control of the defense or settlement of such claim (a “Primary Enforcing Party”); provided that the other Party shall have the right to enforce or respond to routine day-to-day matters such as cease and desist letters or that will not foreseeably result in a future litigation. (b) Where WKKC is the Primary Enforcing Party, Kellanova shall (i) acting reasonably, have the right to select outside counsel for enforcing the related IP Claim,(ii) cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings and (iii) WKKC shall provide Kellanova copies of all notices, complaints, court proceedings, and other documentation relating to the foregoing. Without limiting the foregoing, the Primary Enforcing Party shall not bring any IP Claim against any Sublicensee of the other Party for any alleged infringement or other violation of any Licensed IP by any Sublicensee of the other Party without first raising the issue with the other Party and providing the other Party with the first right to resolve such claim or dispute, and the Primary Enforcing Party shall promptly inform the other Party if the Primary Enforcing Party becomes aware of any such alleged issue involving any Sublicensee of the other Party. (c) Where the Primary Enforcing Party brings an enforcement action, all out-of-pocket costs and proceeds associated with such enforcement action shall be shared with the other party in proportion to the prior year’s Net Sales in North America of such Finished Products, subject to Section 4.2(d). (d) If the Primary Enforcing Party declines to bring an action...