definiens: ) will enter into the ACI APA ( as defined below ) whercby Buyer will purchase from ACI substantially all of the assets of ACI, including those assets related to the business of selling nerve ablation devices ; WHEREAS, Seller has entered into a license agreement with ACI under which Seller granted to ACI a license under certain Intellectual Property Rights owned by Seller ; WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to BioForm, substantially all of the assets of Seller, including those intellectual property rights currently licensed to ACI ; WHEREAS, the individual principals of Seller are also significant shareholders of ACI ; WHEREAS, Advanced Headache Intervention, Inc., a Colorado Corporation ( ) is an entity that was spun off from Seller to commercialize nerve ablation devices in the ficld of pain management ; and WHEREAS, Buyer and Seller intend that Buyer will negotiate an agreement with AHI following the Closing with respect to selling nerve ablation devices in the field of pain management