Common use of No Guarantee of Success Clause in Contracts

No Guarantee of Success. Pfizer and Spark acknowledge and agree that payments to Spark pursuant to Section 3.3 (Development Milestone Payments) and Section 3.4 (Royalty Payments): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed Product is successfully Developed or Commercialized; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of a Licensed Product between Pfizer (who will receive all Licensed Product sales revenues) and Spark; (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 Pfizer’s right to terminate 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. Pfizer and 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 Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 4.

No Guarantee of Success. Pfizer Allogene and Spark Cellectis acknowledge and agree that payments to Spark Cellectis pursuant to Section 3.3 (Development Milestone Payments) Sections 5.1 and Section 3.4 (Royalty Payments): 5.2: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a 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 a an Allogene Licensed Product between Pfizer Allogene (who will receive all Allogene Licensed Product sales revenues) and SparkCellectis; (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 PfizerAllogene’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. Pfizer Allogene and Spark 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. Pfizer 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) Pfizer 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 42.2.

No Guarantee of Success. 3.7.1. Pfizer and Spark BioNTech acknowledge and agree that payments to Spark BioNTech pursuant to Section 3.3 (Development Milestone Payments) 3.3, Section 3.4 and Section 3.4 (Royalty Payments): 3.5: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed 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 a Licensed such Product as applicable, between Pfizer (who will receive all Licensed Product sales revenues) and SparkBioNTech; (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 Pfizer’s right to terminate 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. 3.7.2. Pfizer and Spark BioNTech further acknowledge and agree that nothing in this Agreement Agreement, or in any document or presentation provided by Pfizer to BioNTech prior to the Effective Date will be construed as representing any estimate or projection of (i) the successful Development or Commercialization of any Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 3.7.3. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 46.2.

No Guarantee of Success. Pfizer and Spark BIND acknowledge and agree that payments to Spark BIND pursuant to Section 3.3 (Development Milestone Payments) 8.2, Section 8.3, Section 8.4, Section 8.5, Section 8.6, Section 8.7, and Section 3.4 (Royalty Payments): 8.8: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed 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 a Licensed Covered Product between Pfizer (who will receive all Licensed Covered Product sales revenues) and SparkBIND; (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 Pfizer’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. Pfizer and Spark 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 Licensed Agreement Compound or Covered Product under this Agreement, (ii) the number of 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 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. 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 Licensed Agreement Compound or Covered Product in any country, (B) if Commercialized, that any Licensed Covered Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 45.2.

No Guarantee of Success. Pfizer and Spark Servier acknowledge and agree that payments to Spark pursuant to Section 3.3 (Development Milestone Payments) 11.3, Section 11.4 and Section 3.4 (Royalty Payments): 11.5: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if 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 a Licensed Product between Pfizer (who will receive all Licensed Product sales revenues) and SparkServier as set forth in this Agreement; 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 Pfizer’s right to terminate 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. Pfizer and Spark 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 Licensed Product under this Agreement, (ii) the number of 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 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. 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 Licensed Product in any country, or (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Respective Territory or (C) Pfizer that it will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 4set forth in this Agreement.

No Guarantee of Success. Pfizer and Spark Sangamo acknowledge and agree that payments to Spark Sangamo pursuant to Section 3.3 (Development Milestone Payments9.4(a) and Section 3.4 (Royalty Payments9.5(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed Product the applicable Milestone Event is successfully Developed achieved or CommercializedNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of a Licensed such Product as applicable, between Pfizer (who will receive all Licensed Product sales revenues) and SparkSangamo; 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 Pfizer’s right to terminate 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, triggered in accordance with the terms and conditions of such provisions. Pfizer and Spark 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 Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 4.by the Pfizer Diligence Obligations or the other provisions of this Agreement. ARTICLE 10

No Guarantee of Success. Pfizer and Spark Cellectis acknowledge and agree that payments to Spark Cellectis pursuant to Section 3.3 (Development Milestone Payments) 5.2, Section 5.3 and Section 3.4 (Royalty Payments): 5.4: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if 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 a Pfizer Licensed Product between Pfizer (who will receive all Pfizer Licensed Product sales revenues) and SparkCellectis; (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 Pfizer’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. Pfizer and Spark 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 Pfizer Licensed Product under this Agreement, (ii) the number of Pfizer Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Pfizer Licensed Product in any country, (B) if Commercialized, that any Pfizer Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Pfizer Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 43.2.

No Guarantee of Success. Pfizer and Spark Cellectis acknowledge and agree that payments to Spark Cellectis pursuant to Section 3.3 (Development Milestone Payments) 5.2, Section 5.3 and Section 3.4 (Royalty Payments): 5.4: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if 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 a Pfizer Licensed Product between Pfizer (who will receive all Pfizer Licensed Product sales revenues) and SparkCellectis; (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 Pfizer’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. Pfizer and Spark 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 Pfizer Licensed Product under this Agreement, (ii) the number of Pfizer Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Pfizer Licensed Product in any country, (B) if Commercialized, that any 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) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Pfizer Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 43.2.

No Guarantee of Success. Pfizer and Spark Sangamo acknowledge and agree that payments to Spark Sangamo pursuant to Section 3.3 (Development Milestone Payments5.2(a) and Section 3.4 (Royalty Payments5.3(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed Product the applicable Milestone Event is successfully Developed achieved or CommercializedNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of a Licensed such Product as applicable, between Pfizer (who will receive all Licensed Product sales revenues) and SparkSangamo; 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 Pfizer’s right to terminate 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, triggered in accordance with the terms and conditions of such provisions. Pfizer and Spark 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 Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 4by the Pfizer Diligence Obligations or the other provisions of this Agreement.

No Guarantee of Success. Pfizer and Spark Valneva acknowledge and agree that payments to Spark Valneva pursuant to Section 3.3 (Development Milestone Payments) and Section 3.4 (Royalty Payments): 3.4: (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed 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 a Licensed such Product as applicable, between Pfizer (who will receive all Licensed Product sales revenues) and SparkValneva; (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 Pfizer’s right to terminate 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. Pfizer and Spark 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 Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 45.1.

No Guarantee of Success. Pfizer and Spark Sangamo acknowledge and agree that payments to Spark Sangamo pursuant to Section 3.3 (Development Milestone Payments9.4(a) and Section 3.4 (Royalty Payments9.5(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed Product the applicable Milestone Event is successfully Developed achieved or CommercializedNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of a Licensed such Product as applicable, between Pfizer (who will receive all Licensed Product sales revenues) and SparkSangamo; 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 Pfizer’s right to terminate 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, triggered in accordance with the terms and conditions of such provisions. Pfizer and Spark 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 Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 4by the Pfizer Diligence Obligations or the other provisions of this Agreement.

No Guarantee of Success. Pfizer and Spark Company acknowledge and agree that payments to Spark Company pursuant to Section Sections 3.2 and 3.3 (Development Milestone Payments) and Section 3.4 (Royalty Payments): (ai) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed Product is successfully Developed or Commercialized; to the extent that the criteria pursuant to which such payment obligations become payable are satisfied under this Agreement, (bii) as set forth herein are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization Commercialization, as applicable, of a Licensed Product between Pfizer (who will receive all Licensed Product product sales revenues) and Spark; (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 Pfizer’s right to terminate 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. Pfizer and Spark 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 Licensed Product under this Agreement, (iib) the number of 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 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing Developing, Manufacturing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is as expressly required and as provided for under Section 44.5. 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.

No Guarantee of Success. Pfizer and Spark Sangamo acknowledge and agree that payments to Spark Sangamo pursuant to Section 3.3 (Development Milestone Payments5.2(a) and Section 3.4 (Royalty Payments5.3(a): (a) have been included in this Agreement on the basis that they are only payable or otherwise relevant if a Licensed Product the applicable Milestone Event is successfully Developed achieved or CommercializedNet Sales are made; (b) are solely intended to allocate amounts that may be achieved upon successful Development or Commercialization of a Licensed such Product as applicable, between Pfizer (who will receive all Licensed Product sales revenues) and SparkSangamo; 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 Pfizer’s right to terminate 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, triggered in accordance with the terms and conditions of such provisions. Pfizer and Spark 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 Licensed Product under this Agreement, (ii) the number of Licensed Products that will or may be successfully Developed or Commercialized under this Agreement, (iii) anticipated sales or the actual value of any 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. 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 Licensed Product in any country, (B) if Commercialized, that any Licensed Product will achieve any particular sales level, whether in any individual country or cumulatively throughout the Territory or (C) Pfizer will devote, or cause to be devoted, any level of diligence or resources to Developing or Commercializing any Licensed Product in any country, or in the Territory in general, other than is expressly required under Section 4by 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.