definiens: capitalized terms used herein a nd not otherwise defined shall have the meanings as cribed to such terms in the License Agreement ) and the Ame nded and Restated Supply Agreement ( as modified by Amendment No . 1, the ), amending and restating the Original Agreements in their enti rety, maintaining except as otherwise expressly stated th erein, the original February 3, 2012 effective date ; WHEREAS, on July 7, 2017, Allergan and Suneva entered into an Asset Purchase Agreement ( the ), pursuant to which, among other things, Sune va agreed to sell Suneva ’s ReGenica product line to Allergan, subject to the terms and conditions set f orth in the APA ( the ) ; WHEREAS, on July 11, 2017, Suneva, [COMPANY] and Allergan e ntered into that certain letter agreement ( ), pursuant to which, among other things, ( i ) [COMPANY] consented to the assignment b y Suneva of the License Agreement and the Supply Agre ement to Allergan, ( ii ) Allergan accepted the assig nment of all of Suneva ’s rights and obligations under the License Agreement and the Supply Agreement from an d after the closing of the Regenica Transaction ( the ), ( iii ) Allergan, Suneva and [COMPANY] agreed th at with effect from the Closing, Allergan would replace Sun eva as a party to the License Agreement and the Sup ply Agreement, entitled to all rights granted to Suneva pursuant to the License Agreement and the Supply Agreement and subject to all obligations of Suneva pursuant to the License Agreement and the Supply Agreement and that all references to in th e License Agreement should be deemed references to and ( iv ) Allergan, Suneva and [COMPANY] agreed to certain other modifications to the Licens e Agreement and the Supply Agreement to become effect i ve subject to the Closing ; WHEREAS, the Closing occurred on July 24, 2017 ; WHEREAS, on October 25, 2017, Allergan and [COMPANY] entere d into Amendment No . 2 to the License Agreement ( ), pursuant to which, a mong other things, for consideration, the parties m odified the licenses granted pursuant to the License Agreem ent to be royalty - free, fully paid - up, perpetual, i rrevocable, non - terminable and transferable, with the right to grant sublicenses ; and -1- WHEREAS, Allergan and [COMPANY] desire to further am end the License Agreement and the Supply Agreement to, among other things, modify the Field of Use therein