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23601298.2 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

IMPEL PHARMACEUTICALS INC., et al,1

Debtors. 

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Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered) 

RESPONSE OF BOF II PA LINDENWOOD LLC TO THE DEBTORS’ 

NOTICE OF CURE AMOUNTS AND POTENTIAL ASSUMPTION AND 

ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED 

LEASES IN CONNECTION WITH THE SALE TRANSACTION 

BOF II PA Lindenwood LLC (“BOF”) hereby submits this response (the “Response”) to 

the Notice of Cure Amounts and Potential Assumption and Assignment of Executory Contracts 

and Unexpired Leases in Connection with the Sale Transaction [Doc. 104] (the “Cure Notice”) 

filed by the debtors in these jointly administered cases (the “Debtor”). As grounds for this 

Response, BOF states as follows: 

1. On December 19, 2023 (the “Petition Date”), the Debtor commenced this voluntary 

case under Chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101 et seq. by filing its voluntary 

petition with this Court. 

2. BOF and the Debtor are parties to a lease and consent agreement whereby the 

Debtor leases commercial real estate from BOF (together, the “Lease”). 

3. The Cure Notice identifies the Lease as an unexpired lease that may be assumed by 

the Debtor and assigned to the purchaser of the Debtor’s assets (the “Purchaser”). 

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 The Debtors in this chapter 11 case, together with the last four digits of the Debtor’s federal tax identification number, 

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

address is 201 Elliot Avenue West, Suite 260, Seattle, WA 98119. 

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23601298.2 

4. The Cure Notice lists “$ - ” as the cure amount for the Lease. 

5. While BOF agrees that the Debtor is current on its rental payments under the Lease, 

the Debtor remains in possession of the subject real property and additional amounts are likely to 

become due before the effective date of any assumption and assignment. Examples include (but 

are not limited to) property insurance, property taxes, and common area maintenance charges. 

Further, the Lease contains certain indemnification obligations of the Debtor in favor of BOF under 

which a third party has not yet asserted a claim (e.g., a personal injury on the subject premises). 

BOF objects to the proposed assumption and assignment of the Lease to the extent any such 

assumption and assignment seeks to excuse the assignee from fulfilling all obligations under the 

Lease. 

6. BOF does not release or waive any claim, right, or remedy arising under the Lease, 

the Bankruptcy Code, or other applicable law. Nothing in this Response is, or should be construed 

as, a release or waiver of any claim, right, or remedy. 

7. BOF reserves the right to amend or supplement this Response including, but not 

limited to, the right to assert additional cure claims. BOF further reserves the right to join in the 

objection of other interested parties. 

Dated: January 26, 2024. Respectfully submitted, 

/s/ Jeremy L. Retherford 

Jeremy L. Retherford 

Balch & Bingham LLP 

1901 Sixth Avenue North, Suite 1500 

Birmingham, Alabama 35203 

Tel. (205) 226-3479 

Fax. (205) 488-2693 

Email: jretherford@balch.com

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23601298.2 

/s/ Audrey F. Momanaee 

Audrey F. Momanaee 

Texas Bar No. 24055993 

Balch & Bingham LLP 

811 Louisiana Street, Suite 1010 

Houston, Texas 77002 

Tel. (713) 362-2557 

Email: amomanaee@balch.com

Counsel to BOF II PA Lindenwood LLC 

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23601298.2 

CERTIFICATE OF SERVICE 

I hereby certify that I electronically filed the foregoing with the Clerk of the Court using 

the CM/ECF system which will send notification of such filing and that a copy of the foregoing 

has been served upon the following by electronic mail, on this the 26th day of January 2024: 

Sidley Austin LLP 

Attn: Rakhee V. Patel 

Email: rpatel@sidley.com

Jackson T. Garvey 

Email: jgarvey@sidley.com

Fenwick & West, LLP 

Attn: Alan Smith 

Email: acsmith@fenwick.com

Ethan Skerry 

Email: eskerry@fenwick.com

Matthew McCabe 

Email: mmccabe@fenwick.com

Office of the United States Trustee 

Attn: Lisa L. Lambert 

1100 Commerce Street, Room 976 

Dallas, Texas 75242 

Email: Lisa.L.Lambert@usdoj.gov

Honigman LLP 

Attn: Scott Kitei 

Email: skitei@honigman.com

Gray Reed 

Attn: Aaron Kaufman 

Email: akaufman@grayreed.com

/s/ Jeremy L. Retherford 

Of Counsel 

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