1. Epoch is a biotech business that develops technology to help people with severe respiratory problems. Unlike standard ventilation equipment, Epoch has created a device that is compact and powered by a lithium-ion battery, making it ideal for usage in developing countries. Epoch has created a prototype of the ventilation device, but the FDA has yet to approve it. Epoch ran out of funds in late 2021, and under pressure from its creditors, filed a chapter 11 bankruptcy petition in the District of Massachusetts on February 1, 2022.

Epoch also has a second line of business, which is an exclusive distribution deal with Eva, to market Evas' goods in the United States. In recent years, Epochs' sales have increased as a result of this business. The pact is a one-of-a-kind deal that will last until 2030.

The total worth of Epoch assets, according to its schedules and statement of financial affairs, is $54.6 million. The following assets are listed in the disclosure:

Cash 100,000

Intellectual property (patents, trademarks) 45 million

Exclusive distribution rights with Eva 5 Million

A lease as a tenant of lab space in Cambridge 4 Million

Receivables on Eva product sales 500,000

The debt structure of Epoch is as follows:

• 146 million loan from the US Department of Health secured by all assets
• 50 million loan from Battle street ventures LLC with a second tier lien on all assets.
• 25 million in general unsecured debt to vendors and suppliers.

The Department of Health sold its secured note to New England Distressed Capital for $50 million on February 15, 2022.

The Debtor filed a motion to sell all claims to New England Distressed Capital, the stalking horse bidder, who has offered 146 million dollars. New England Distressed has said that it expects to "credit bid" the entire offer price based on a fully secured loan of the same amount from New England Distressed. The sale to New England Distressed Capital has been challenged by Brattle and the Unsecured Creditors Committee because it is based on a credit offer of 146 million whereas New England Distressed Capita only paid 50 million for the note it received from the Department of Health.

The debtor has also filed a request to assume the Eva agreement and transfer it to the victorious bidder in exchange for all of the debtor's assets. Eva opposes the motion to absorb the business and give it to the winning bidder, New England Distressed Capital, who has no prior expertise in running a medical equipment distributorship. New England Distressed Capital has submitted an affidavit in support of the Debtor's petition, attesting to a plan to transfer the agreement after the sale to New England Pharma Distributors, Inc., who has a long experience in distributing the kind of medicines covered by the Eva agreement.

1. In the sale motion, he asks whether New England Distressed Capital should be permitted to "credit bid" the full 146 million purchase price when it paid only 50 million for the assignment of the Department of Health. claim? Is he authorized to limit NEDC's ability to credit bid?
2. As to the assumption and assignment motion, he asks whether (a) can he allow the assumption and assignment to New England Distressed Capital when it only intends to further assign it to New England Pharma Distributors, Inc; and (b) what factors, what factors, and what facts, must he learn about New England Pharma Distributors, Inc before he can allow the motion?