Common use of Target Proteins and Collaboration Cell Lines Clause in Contracts

Target Proteins and Collaboration Cell Lines. Athersys acknowledges and agrees that it will conduct a reasonable intellectual property investigation of each target protein that is the basis of a particular Collaboration Cell Line, and of matters relating to the creation of the Collaboration Cell Line, that BMS selects and Athersys agrees to produce pursuant to Section 2.1, which shall be in addition to any such investigation that BMS may have conducted. BMS also acknowledges and agrees that it will conduct a reasonable intellectual property investigation of each target protein that BMS proposes for selection by Athersys as the basis for producing a Collaboration Cell Line pursuant to Section 2.1, which shall be in addition to any such investigation that Athersys may conduct, and shall disclose to Athersys the results of such investigation. BMS shall not be obligated to provide indemnification under Section 10.1 against any Liabilities resulting from a claim, suit or proceeding to the extent it is alleged, proven or agreed in such claim, suit or proceeding that any such target protein (or the creation of the corresponding Collaboration Cell Line) infringes upon or otherwise violates the intellectual property rights of any Third Party, except to the comparative extent such infringement or violation results from a grossly negligent, reckless or intentional act or omission by BMS or any of BMS’ Affiliates or any of their respective directors, officers, employees or authorized agents.