SIDLEY AUSTIN LLP

Samuel A. Newman (admitted pro hac vice) 

1999 Avenue of the Stars 

Los Angeles, California 90067 

Telephone: (310) 595-9500 

Facsimile: (310) 595-9501 

Email: sam.newman@sidley.com

SIDLEY AUSTIN LLP

Jackson T. Garvey (admitted pro hac vice) 

One South Dearborn 

Chicago, IL 60603 

Telephone: (312) 853-7000 

Facsimile: (312) 853-7036 

Email: jgarvey@sidley.com 

SIDLEY AUSTIN LLP

Rakhee V. Patel (TX Bar No. 00797213) 

Nathan C. Elner (admitted pro hac vice) 

Parker G. Embry (TX Bar No. 24126826) 

Chelsea M. McManus (TX Bar No. 24131499) 

2021 McKinney Avenue, Suite 2000 

Dallas, Texas 75201

Telephone: (214) 981-3300 

Facsimile: (214) 981-3400 

Email: rpatel@sidley.com

 nelner@sidley.com 

 parker.embry@sidley.com 

 cmcmanus@sidley.com

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS INC., et al.,

1

 Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

DEBTORS’ MOTION FOR AN ORDER (I) AMENDING THE CASE CAPTION TO 

REFLECT CHANGE OF DEBTOR NAME, AND (II) GRANTING RELATED RELIEF

If you object to the relief requested, you must respond in writing. Unless otherwise directed by the Court, 

you must file your response electronically at https://ecf.txnb.uscourts.gov/ at least two (2) business days 

before the start of the hearing. If you do not have electronic filing privileges, you must file a written 

objection that is actually received by the clerk and filed on the docket at least two (2) business days before 

the start of the hearing. Otherwise, the Court may treat the pleading as unopposed and grant the relief 

requested.

A hearing will be conducted on this matter on April 1, 2024 at 9:30 a.m. prevailing Central Time in 

Courtroom 1, floor 14, 1100 Commerce Street, Dallas, TX 75242-1496. 

You may participate in the hearing either in person or by an audio and video connection.

1

The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification 

number, are: Impel Pharmaceuticals Inc. (8238); and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 280 Park Avenue, New York, New York 10017. 

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2 

Audio communication will be by use of the Court’s dial-in facility. You may access the facility at 

1.650.479.3207. Video communication will be by use of the Cisco WebEx platform. Connect via the Cisco 

WebEx application or click the link on Judge Jernigan’s home page. The meeting code is 479 393 582. Click 

the settings icon in the upper right corner and enter your name under the personal information setting.

Hearing appearances must be made electronically in advance of electronic hearings. To make your 

appearance, click the “Electronic Appearance” link on Judge Jernigan’s home page. Select the case name, 

complete the required fields and click “Submit” to complete your appearance.

The debtors and debtors in possession in the above-captioned Chapter 11 cases 

(collectively, the “Debtors”) submit this motion (this “Motion”) and respectfully represent as 

follows: 

Relief Requested

1. By this Motion, the Debtors request entry of an order, substantially in the form 

attached hereto as Exhibit A (the “Order”), (a) authorizing the Debtors to amend the case caption 

used in the Debtors’ chapter 11 cases to reflect the change to Debtor Impel Pharmaceuticals Inc.’s

legal name and (b) granting related relief.

2. Additionally, the Debtors request that the Clerk of the United States Bankruptcy 

Court for the Northern District of Texas (the “Clerk of Court”) and other parties in interest be 

authorized to take whatever actions are necessary to update the ECF filing system and their 

respective records to reflect the name change. 

Jurisdiction and Venue

3. The United States Bankruptcy Court for the Northern District of Texas 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core 

proceeding pursuant to 28 U.S.C. § 157(b). The Debtors confirm their consent, pursuant to rule 

7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the Court’s entry 

of a final order in connection with this motion. 

4. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

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3 

5. The statutory bases for the relief sought herein are sections 105(a) of chapter 11 of 

title 11 of the United States Code (the “Bankruptcy Code”) and Bankruptcy Rules 1005, 2002(n), 

and 9004. 

Background 

6. Impel Pharmaceuticals Inc. (“Impel”) is a commercial-stage biopharmaceutical 

company with a mission to develop transformative therapies for people suffering from diseases 

with high unmet medical needs, including the acute treatment of migraine headaches via Impel’s 

flagship drug—Trudhesa. 

7. On December 19, 2023 (the “Petition Date”), each of the Debtors filed a voluntary 

petition for relief under chapter 11 of the Bankruptcy Code in the Court. The Debtors are 

authorized to operate their businesses and manage their properties as debtors in possession 

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These chapter 11 cases have been 

consolidated for procedural purposes only and are being administered jointly. No party has 

requested the appointment of a trustee or examiner in these cases, and no statutory committee has 

been appointed. 

8. A comprehensive description of the Debtors’ businesses and operations, capital 

structure, and the events leading to the commencement of these chapter 11 cases can be found in 

the Declaration of Brandon Smith, Chief Restructuring Officer of the Debtors, in Support of 

Chapter 11 Proceedings (the “First Day Declaration”) [Docket No. 15].2

2

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the 

First Day Declaration.

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4 

The Sale and Debtor Impel Pharmaceuticals Inc.’s Name Change 

9. The Debtors commenced these Chapter 11 Cases to conduct a value maximizing 

sale process for substantially all of their operating assets. In furtherance of that objective, on 

January 11, 2024, the Court entered the Order (I)(A) Approving the Bid Procedures;

(B) Authorizing the Debtors to Select JN Bidco LLC as the Stalking Horse Purchaser Substantially 

Along the Terms Defined in the Stalking Horse APA and Approving Bid Protections; 

(C) Establishing Bid Deadlines, an Auction, and a Sale Hearing; (D) Approving the Form and 

Manner of Sale Notice; (E) Approving Assignment and Assumption Procedures; (F) Approving 

the Form and Manner of Potential Assumption and Assignment Notice; (II)(A) Authorizing the 

Sale of the Assets Free and Clear; and (B) Approving the Assumption and Assignment of 

Designated Contracts; and (III) Granting Related Relief [Docket No. 137] 

(the “Bid Procedures Order”). The Bid Procedures Order, among other things, approved the 

bidding procedures to be employed by the Debtors in conducting a public sale of substantially all 

of their assets (collectively, the “Transferred Assets”).

10. On February 2, 2024, the Court entered the Order (I) Approving the Sale of the 

Debtors’ Assets, (II) Authorizing Assumption and Assignment of Certain Executory Contracts and 

Unexpired Leases Related Thereto, and (III) Granting Related Relief [Docket No. 207] 

(the “Sale Order”).

11. The sale of the Transferred Assets (the “Sale”), through that certain Asset Purchase 

Agreement (the “APA”) to JN Bidco LLC (the “Purchaser”), closed on February 12, 2024

[Docket No. 228]. 

12. Under the APA, the Debtors provided, as part of the Transferred Assets, intellectual 

property to the Purchaser, including all corporate, business, and trade names. See APA § 3.12. 

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5 

Debtor Impel Pharmaceutical Inc. is further required to discontinue the use of such corporate, 

business, or trade names. See id.

13. Consistent with section 3.12 of the APA, following the closing of the Sale, Debtor 

Impel Pharmaceuticals Inc. filed the necessary documentation with the Delaware Secretary of 

State, Division of Corporations to change its corporate name to IPI Legacy Liquidation Co. 

BASIS FOR RELIEF

14. Section 105(a) of the Bankruptcy Code provides a bankruptcy court with broad 

powers in the administration of a case under title 11. Section 105(a) of the Bankruptcy Code 

provides that “[t]he court may issue any order, process, or judgment that is necessary or appropriate 

to carry out the provisions of this title” and further that “no provision of this title shall be construed 

to preclude the court from . . . taking any action or making any determination necessary or 

appropriate to enforce or implement court orders or rules.” 11 U.S.C. § 105(a). Pursuant to 

section 105(a), a court may fashion an order or decree that helps preserve or protect the value of a 

debtor’s assets. See, e.g., Gilman v. Continental Airlines, 254 B.R. 93, 97 (Bankr. D. Del. 1998) 

(holding that section 105(a) gives a bankruptcy court discretion to issue any order, process or 

judgment that is “necessary or appropriate to carry out the purposes of the Bankruptcy Code, which 

was intended to provide protection to debtors.”), rev’d on other grounds, 203 F.3d 203 (3rd Cir. 

2000); In re Chinichian, 784 F.2d 1440, 1443 (9th Cir. 1986) (“Section 105 sets out the power of 

the bankruptcy court to fashion orders as necessary pursuant to the purposes of the Bankruptcy 

Code.”); Bird v. Crown Convenience (In re NWFX, Inc.), 864 F.2d 588, 590 (8th Cir. 1988) (“The 

overriding consideration in bankruptcy . . . is that equitable principles govern.”); In re Cooper 

Properties Liquidating Trust, Inc., 61 B.R. 531, 537 (Bankr. W.D. Tenn. 1986) (“the Bankruptcy 

Court is one of equity and as such it has a duty to protect whatever equities a debtor may have in 

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6

property for the benefit of their creditors as long as that protection is implemented in a manner 

consistent with the bankruptcy laws.”).

15. Further, Bankruptcy Rules 1005 and 2002(n), and 9004 set forth the information 

required to be contained in the caption of all bankruptcy court filings, which information includes 

the name of the debtor. Once a debtor changes its name under applicable state corporate laws,

these rules require that the caption be changed as well.

16. Amendment of the case caption as set forth herein is necessary and appropriate

under the circumstances. As noted above, Section 3.12 of the APA requires that, among other 

things, Debtor Impel Pharmaceuticals Inc. must discontinue the use of any corporate, business, or 

trade names that were included as part of the Transferred Assets. See APA § 3.12. Following the 

closing of the Sale, the Debtors have filed the necessary documentation with the appropriate state 

authorities to change the corporate name of Debtor Impel Pharmaceuticals Inc. to IPI Legacy 

Liquidation Co consistent with the APA. However, the Debtors require entry of the Order to 

amend the case caption used in these chapter 11 cases to reflect such name change. Accordingly, 

the relief requested herein is necessary for the Debtors to comply with their obligations under the 

APA and Bankruptcy Rules.

17. In light of the foregoing, the Debtors respectfully request that the Court approve an

amended case caption in the form set forth below to reflect Debtor Impel Pharmaceuticals Inc.’s

new corporate name and service address in accordance with the provisions of the APA and 

the Bankruptcy Rules:

3

3

On February 29, 2024, the Debtors filed that certain Notice of Debtors’ Change of Address [Docket No. 266] to 

reflect their new service address. The new case caption includes the Debtors’ new service address.

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7 

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification 

number, are: IPI Legacy Liquidation Co (8238) and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 280 Park Avenue, New York, New York 10017. 

18. The Debtors additionally request that the Court authorize the Clerk of Court and 

other parties in interest to take any actions that are necessary to update the ECF filing system and 

their respective records to reflect the Debtor’s name change, including the insertion of a docket 

entry in each of the relevant chapter 11 cases announcing the change of the Debtors’ corporate 

names reflected in the case caption. 

Notice

19. The Debtors will provide notice of this motion to the following: (a) the U.S. Trustee 

for the Northern District of Texas; (b) the holders of the thirty (30) largest unsecured claims against 

the Debtors (on a consolidated basis); (c) Oaktree Fund Administration, LLC as agent to the 

Debtors' secured lenders, and counsel thereto; (d) the United States Attorney’s Office for the 

Northern District of Texas; (e) the Food and Drug Administration; (f) the Internal Revenue 

Service; (g) the United States Securities and Exchange Commission; (h) the state attorneys general 

for states in which Debtors conduct business; (i) each of the counterparties to the contracts listed 

on Exhibit 1 to the Order; and (j) any party that has requested notice pursuant to Bankruptcy Rule 

In re:

IPI Legacy Liquidation Co, et al.1

 Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

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8

2002 and Bankruptcy Local Rule 9013-1(d). No other or further notice is needed in light of the 

nature of the relief requested.

[Remainder of page intentionally left blank.]

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The Debtors request entry of the Order granting the relief requested herein and granting 

such other relief as is just and proper. 

Dated: March 13, 2024

Dallas, Texas SIDLEY AUSTIN LLP

/s/ Rakhee V. Patel

Samuel A. Newman (admitted pro hac vice)

1999 Avenue of the Stars

Los Angeles, California 90067

Telephone: (310) 595-9500

Facsimile: (310) 595-9501

Email: sam.newman@sidley.com 

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (admitted pro hac vice)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

Jackson T. Garvey (admitted pro hac vice)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Counsel to the Debtors and Debtors in Possession

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Certificate of Service

I certify that on March 13, 2024, I caused a copy of the foregoing document to be served 

by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern 

District of Texas.

/s/ Rakhee V. Patel 

Rakhee V. Patel

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Exhibit A 

Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS INC., et al.,

1

 Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

ORDER (I) AMENDING THE CASE CAPTION TO REFLECT 

CHANGE OF DEBTOR NAME, AND (II) GRANTING RELATED RELIEF

Upon the motion (“Motion”)2 of the debtors and debtors in possession in the abovecaptioned chapter 11 cases (collectively, the “Debtors”) for entry of an order (this “Order”)

(a) authorizing the Debtors to amend the case caption used in the Debtors’ chapter 11 cases to 

reflect the change to Debtor Impel Pharmaceuticals Inc. legal name and (b) granting related relief, 

1

The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification 

number, are: Impel Pharmaceuticals Inc. (8238); and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 280 Park Avenue, New York, New York 10017. 

2

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the 

Motion.

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2 

each as more fully set forth in the Motion; and this Court having jurisdiction over this matter 

pursuant to 28 U.S.C. § 1334; and this matter being a core proceeding within the meaning of 28 

U.S.C. § 157(b)(2); and the Court being able to issue a final order consistent with Article III of the 

United States Constitution; and venue of this proceeding being proper pursuant to 28 U.S.C. 

§§ 1408 and 1409; and appropriate notice of and opportunity for a hearing on the Motion having 

been given; and the relief requested in the Motion being in the best interests of the Debtors’ estates, 

their creditors and other parties in interest; and this Court having found that the Debtors’ notice of 

the Motion and opportunity for a hearing on the Motion were appropriate and that no other notice 

need be provided; and this Court having reviewed the Motion and having heard the statements in 

support of the relief requested therein at a hearing, if any, before this Court (the “Hearing”); and 

the Court having determined that the legal and factual bases set forth in the Motion establish just 

cause for the relief granted herein; and after due deliberation and sufficient cause appearing 

therefor, it is HEREBY ORDERED THAT: 

1. The Motion is GRANTED as set forth herein. 

2. The caption of the above-captioned jointly administered chapter 11 cases shall be 

amended as follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification 

number, are: IPI Legacy Liquidation Co (8238) and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 280 Park Avenue, New York, New York 10017. 

In re:

IPI Legacy Liquidation Co, et al.1

 Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

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3

3. The Clerk of the Court is authorized and directed to make a docket entry in Case 

No. 23-80016 (SGJ) that states substantially as follows: “An order has been entered in this case 

directing that the caption of this case be changed, in accordance with the corporate name change 

of Impel Pharmaceuticals Inc., to IPI Legacy Liquidation Co.” In addition, the Clerk of the Court 

is authorized to modify the docket of Case No. 23-80016 (SGJ) with the Debtor’s new name as 

soon as possible.

4. The foregoing caption satisfies the requirements of section 342(c)(1) of the 

Bankruptcy Code.

5. The Debtors are hereby authorized to take such actions and to execute such 

documents as may be necessary to implement the relief granted by this Order.

6. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order.

# # # END OF ORDER # # #

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Submitted By:

SIDLEY AUSTIN LLP

Samuel A. Newman (admitted pro hac vice)

1999 Avenue of the Stars

Los Angeles, California 90067

Telephone: (310) 595-9500

Facsimile: (310) 595-9501

Email: sam.newman@sidley.com

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (admitted pro hac vice)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

Jackson T. Garvey (admitted pro hac vice)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Counsel to the Debtors and Debtors in Possession

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