Common use of No Guarantee of Success Clause in Contracts

No Guarantee of Success. Allogene and Cellectis acknowledge and agree that payments to Cellectis pursuant to Sections 5.1 and 5.2: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product is successfully Developed or Commercialized, as applicable; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed Product between Allogene (who will receive all Allogene Licensed Product sales revenues) and Cellectis; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to Allogene’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene and Cellectis further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2.

No Guarantee of Success. Allogene Pfizer and Cellectis Spark acknowledge and agree that payments to Cellectis Spark pursuant to Sections 5.1 Section 3.3 (Development Milestone Payments) and 5.2: Section 3.4 (Royalty Payments): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene a Licensed Product is successfully Developed or Commercialized, as applicable; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene a Licensed Product between Allogene Pfizer (who will receive all Allogene Licensed Product sales revenues) and CellectisSpark; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; due and (d) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Spark further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Pfizer makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.24.

No Guarantee of Success. Allogene Pfizer and Cellectis BIND acknowledge and agree that payments to Cellectis BIND pursuant to Sections 5.1 Section 8.2, Section 8.3, Section 8.4, Section 8.5, Section 8.6, Section 8.7, and 5.2Section 8.8: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed a Covered Product is successfully Developed or Commercialized, as applicable; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed a Covered Product between Allogene Pfizer (who will receive all Allogene Licensed Covered Product sales revenues) and CellectisBIND; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis BIND further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Agreement Compound or Covered Product under this Agreement, (ii) the number of Allogene Licensed Agreement Compounds or Covered Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Agreement Compounds or Covered Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Pfizer makes no representation, warranty or covenant, either express or implied, that (A) it will successfully be successful in its efforts to Develop, Manufacture, Commercialize or in its efforts to continue to Develop, Manufacture or Commercialize any Allogene Licensed Agreement Compound or Covered Product in any country, (B) if Commercialized, that any Allogene Licensed Covered Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.25.2.

No Guarantee of Success. Allogene Pfizer and Cellectis Sangamo acknowledge and agree that payments to Cellectis Sangamo pursuant to Sections 5.1 Section 9.4(a) and 5.2: Section 9.5(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product the applicable Milestone Event is successfully Developed achieved or Commercialized, as applicableNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed such Product as applicable, between Allogene Pfizer (who will receive all Allogene Licensed Product sales revenues) and CellectisSangamo; and (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, triggered in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Sangamo further acknowledge and agree that nothing in this Agreement Agreement, or in any document or presentation provided by Pfizer to Sangamo or Sangamo to Pfizer prior to the Effective Date will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Neither Pfizer nor Sangamo makes no any representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2by the Pfizer Diligence Obligations or the other provisions of this Agreement.

No Guarantee of Success. Allogene Pfizer and Cellectis acknowledge and agree that payments to Cellectis pursuant to Sections 5.1 Section 5.2, Section 5.3 and 5.2Section 5.4: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene a Pfizer Licensed Product is successfully Developed or Commercialized, as applicable; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene a Pfizer Licensed Product between Allogene Pfizer (who will receive all Allogene Pfizer Licensed Product sales revenues) and Cellectis; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Pfizer Licensed Product under this Agreement, (ii) the number of Allogene Pfizer Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Pfizer Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Pfizer makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Pfizer Licensed Product in any country, (B) if Commercialized, that any Allogene Pfizer Licensed Product will achieve any particular sales level, whether in any individual country or [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Pfizer Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.23.2.

No Guarantee of Success. Allogene Pfizer and Cellectis Sangamo acknowledge and agree that payments to Cellectis Sangamo pursuant to Sections 5.1 Section 9.4(a) and 5.2: Section 9.5(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product the applicable Milestone Event is successfully Developed achieved or Commercialized, as applicableNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed such Product as applicable, between Allogene Pfizer (who will receive all Allogene Licensed Product sales revenues) and CellectisSangamo; and (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, triggered in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Sangamo further acknowledge and agree that nothing in this Agreement Agreement, or in any document or presentation provided by Pfizer to Sangamo or Sangamo to Pfizer prior to the Effective Date will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Neither Pfizer nor Sangamo makes no any representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2.by the Pfizer Diligence Obligations or the other provisions of this Agreement. ARTICLE 10

No Guarantee of Success. Allogene Pfizer and Cellectis Sangamo acknowledge and agree that payments to Cellectis Sangamo pursuant to Sections 5.1 Section 5.2(a) and 5.2: Section 5.3(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product the applicable Milestone Event is successfully Developed achieved or Commercialized, as applicableNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed such Product as applicable, between Allogene Pfizer (who will receive all Allogene Licensed Product sales revenues) and CellectisSangamo; and (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, triggered in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Sangamo further acknowledge and agree that nothing in this Agreement Agreement, or in any document or presentation provided by Pfizer to Sangamo or Sangamo to Pfizer prior to the Effective Date will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Neither Pfizer nor Sangamo makes no any representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2by the Pfizer Diligence Obligations or the other provisions of this Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

No Guarantee of Success. Allogene Pfizer and Cellectis Company acknowledge and agree that payments to Cellectis Company pursuant to Sections 5.1 3.2 and 5.2: 3.3 (ai) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product is successfully Developed or Commercializedto the extent that the criteria pursuant to which such payment obligations become payable are satisfied under this Agreement, (ii) as applicable; (b) set forth herein are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization Commercialization, as applicable, of an Allogene a Licensed Product between Allogene Pfizer (who will receive all Allogene Licensed Product product sales revenues) and Cellectis; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reasonCompany, including pursuant to Allogene’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (diii) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Company further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (ia) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (iib) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, Agreement or (iiic) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reasonAgreement. Allogene Pfizer makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing Developing, Manufacturing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is as expressly required and as provided for under Section 2.2.4.5. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. EXECUTION VERSION

No Guarantee of Success. Allogene Pfizer and Cellectis Sangamo acknowledge and agree that payments to Cellectis Sangamo pursuant to Sections 5.1 Section 5.2(a) and 5.2: Section 5.3(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed Product the applicable Milestone Event is successfully Developed achieved or Commercialized, as applicableNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed such Product as applicable, between Allogene Pfizer (who will receive all Allogene Licensed Product sales revenues) and CellectisSangamo; and (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, triggered in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Sangamo further acknowledge and agree that nothing in this Agreement Agreement, or in any document or presentation provided by Pfizer to Sangamo or Sangamo to Pfizer prior to the Effective Date will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Neither Pfizer nor Sangamo makes no any representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2by the Pfizer Diligence Obligations or the other provisions of this Agreement.

No Guarantee of Success. Allogene Pfizer and Cellectis acknowledge and agree that payments to Cellectis pursuant to Sections 5.1 Section 5.2, Section 5.3 and 5.2Section 5.4: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene a Pfizer Licensed Product is successfully Developed or Commercialized, as applicable; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene a Pfizer Licensed Product between Allogene Pfizer (who will receive all Allogene Pfizer Licensed Product sales revenues) and Cellectis; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Pfizer Licensed Product under this Agreement, (ii) the number of Allogene Pfizer Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Pfizer Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Pfizer makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Pfizer Licensed Product in any country, (B) if Commercialized, that any Allogene Pfizer Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Pfizer Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.23.2.

No Guarantee of Success. Allogene Pfizer and Cellectis Valneva acknowledge and agree that payments to Cellectis Valneva pursuant to Sections 5.1 Section 3.3 and 5.2Section 3.4: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene Licensed a certain Product is successfully Developed or CommercializedCommercialized in such country, as applicable; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of an Allogene Licensed such Product as applicable, between Allogene Pfizer (who will receive all Allogene Licensed Product sales revenues) and CellectisValneva; (c) are not intended to be used and will not be used as a measure of damages if this Agreement is terminated for any reason, including pursuant to AllogenePfizer’s right to terminate at for convenience, before any such success is achieved and such amounts become due; and (d) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Valneva further acknowledge and agree that nothing in this Agreement Agreement, or in any document or presentation provided by Pfizer to Valneva prior to the Effective Date will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for any reason. Allogene Pfizer makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Allogene Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.25.1.

No Guarantee of Success. Allogene Pfizer and Cellectis Servier acknowledge and agree that payments to Cellectis pursuant to Sections 5.1 Section 11.3, Section 11.4 and 5.2Section 11.5: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if an Allogene a Licensed Product is successfully Developed achieves certain levels of Development or CommercializedCommercialization, as applicable, as set forth in this Agreement; (b) are solely intended to allocate amounts that may be achieved realized upon successful achievement of certain levels of Development or Commercialization of an Allogene a Licensed Product between Allogene (who will receive all Allogene Licensed Product sales revenues) Pfizer and Cellectis; (c) are not intended to be used and will not be used Servier as a measure of damages if set forth in this Agreement is terminated for any reason, including pursuant to Allogene’s right to terminate at for convenience, before any such success is achieved and such amounts become dueAgreement; and (dc) will only be triggered, and will only be relevant as provided, in accordance with the terms and conditions of such provisions. Allogene Pfizer and Cellectis Servier further acknowledge and agree that nothing in this Agreement will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Allogene Licensed Product under this Agreement, (ii) the number of Allogene Licensed Products that will or may be successfully Developed achieve certain levels of Development or Commercialized Commercialization as set forth under this Agreement, or (iii) anticipated sales or the actual value of any Allogene Licensed Products that may be successfully Developed or Commercialized under this Agreement or (iv) the damages, if any, that may be payable if this Agreement is terminated for Agreement. Neither Party makes any reason. Allogene makes no representation, warranty or covenant, either express or implied, that (A) it will successfully Develop, Manufacture, Commercialize or continue to Develop, Manufacture or Commercialize any Allogene Licensed Product in any country, or (B) if Commercialized, that any Allogene Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Respective Territory or (C) Allogene that it will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Allogene Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 2.2set forth in this Agreement.