12. Negation Of Warranties And Indemnification
12.1 The IC offers no warranties other than those specified in Article 1.
12.2 The IC does not warrant the validity of the Licensed Patent Rights or Materials and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights or Materials may be exploited without infringing other patents or other intellectual property rights of third parties.
12.3 THE IC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY MATERIALS OR SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO.
12.4 The IC does not represent that it shall commence legal actions against third parties infringing the Licensed Patent Rights.
12.5 The Licensee shall indemnify and hold the IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of:
(a) the use by or on behalf of the Licensee, any Affiliate(s), its directors, employees, or third parties of any Licensed Patent Rights, Licensed Products or Materials; or
(b) the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or Materials by the Licensee, or other products or processes developed in connection with or arising out of the Licensed Patent Rights.