Case 8:10-bk-16743-TA

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RON BENDER (SBN 143364) TODD M. ARNOLD (SBN 221868) FILED & ENTERED JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 DEC 09 2011 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 CLERK U.S. BANKRUPTCY COURT Email: rb@LNBYB.com; tma@LNBYB.com; jpf@LNBYB.com District of California Central Attorneys for Chapter 11 Debtors and Debtors in Possession BY steinber DEPUTY CLERK

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA (SANTA ANA DIVISION) In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. __________________________________ BIOLABS, INC., Debtor. __________________________________ Affects Both Debtors Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only Lead Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk16746-TA Chapter 11 Cases ORDER APPROVING FIRST AMENDED DISCLOSURE STATEMENT DESCRIBING DEBTORS FIRST AMENDED CHAPTER 11 LIQUIDATING PLAN OF REORGANIZATION Disclosure Statement Hearing: Date: November 30, 2011 Time: 10:00 a.m. Plan Confirmation Hearing: Date: February 8, 2012 Time: 10:00 a.m. Place: Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701-4593

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A hearing was held on November 30, 2011 at 10:00 a.m. before the Honorable Theodor C. Albert, United States Bankruptcy Judge, at the above-referenced location for the Court to consider approval of the First Amended Disclosure Statement (the Disclosure Statement) which describes the First Amended Chapter 11 Liquidating Plan of Reorganization (Plan) which has been jointly proposed by Westcliff Medical Laboratories, Inc. and BioLabs, Inc. (collectively, the Debtors). Appearances were made at the hearing as set forth on the record of the Court. Upon consideration of the Disclosure Statement, and all other papers filed in support of, or in response to, the Disclosure Statement, it appearing that the Disclosure Statement contains adequate information within the meaning of Section 1125 of the Bankruptcy Code, and other

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good cause appearing, IT IS HEREBY ORDERED that the Disclosure Statement, a copy of which is attached hereto as Exhibit "A", is hereby found to contain adequate information as required by 11 U.S.C. 1125 and is therefore approved. IT IS HEREBY FURTHER ORDERED that the Debtors shall disseminate to all creditors, the Office of the United States Trustee, and to all parties who have requested special notice in these cases a copy of the Plan, the Disclosure Statement, a ballot for creditors to use to

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vote on the Plan, and a notice advising parties in interest of the various deadlines relating to the Plan and Plan voting. IT IS HEREBY FURTHER ORDERED that in order to be counted for purposes of Plan confirmation, ballots accepting or rejecting the Plan must be received by counsel to the Debtors by not later than 5:00 p.m. Pacific Standard Time on January 25, 2012. Ballots may be delivered to counsel to the Debtors by mail, hand-delivery, facsimile or electronically.

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IT IS HEREBY FURTHER ORDERED that any briefs and declarations in opposition to Plan confirmation must be filed with the Court and be served upon and actually received by counsel to the Debtors by 5:00 p.m. PST on January 25, 2012. Any opposition to Plan confirmation must (i) be in writing, (ii) state the legal and factual basis for such objection, and (iii) be accompanied by any supporting declarations or documentary evidence. IT IS HEREBY FURTHER ORDERED that any reply to any opposition to Plan confirmation must be filed with the Court and be served upon and actually received by counsel to the objecting party by 5:00 p.m. PST on February 1, 2012. IT IS HEREBY FURTHER ORDERED that the Debtors shall file with the Court by February 1, 2012, a Memorandum of Points and Authorities in support of Plan confirmation,

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United States Bankruptcy Judge

together with a summary of the outcome of the voting by all timely received ballots along with a copy of all timely received ballots. IT IS HEREBY FURTHER ORDERED that the hearing for the Court to consider the confirmation of the Plan shall be held on February 8, 2012, at 10:00 a.m. ###

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NOTE: When using this form to indicate service of a proposed order, DO NOT list any person or entity in Category I. Proposed orders do not generate an NEF because only orders that have been entered are placed on the CM/ECF docket.

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, CA 90067 A true and correct copy of the foregoing document described as ORDER APPROVING FIRST AMENDED DISCLOSURE STATEMENT DESCRIBING DEBTORS FIRST AMENDED CHAPTER 11 LIQUIDATING PLAN OF REORGANIZATION will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below: I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (LBR), the foregoing document will be served by the court via NEF and hyperlink to the document. On December 2, 2011, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below: Service information continued on attached page II. SERVED BY U.S. MAIL(indicate method for each person or entity served): On December 2, 2011, I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

In re Westcliff Medical Laboratories In re BioLabs, Inc. File No. 4367

Committee-RSN Benjamin Seigel/Jeffrey Garfinkle Buchalter Nemer 1000 Wilshire Boulevard, Suite 1500 Los Angeles, California 90017-2457

Frank Cadigan Nancy Goldenberg Terry Biers Office of the U.S. Trustee 411 West Fourth St. Suite 9041 Santa Ana, CA 92701

Debtors Westcliff Medical Laboratories, Inc. BioLabs, Inc. c/o FTI Consulting 633 West Fifth Street, 16th Floor Los Angeles, CA 90071

Creditor Committee

SPECIALTY LABORATORIES Attn: Sharon Z. Weiss Holes Roberts & Owen LLP 800 W. Olympic Blvd., 4th Floor Los Angeles, CA 90015-1367

SIEMENS HEALTHCARE DIAGNOSTICS Attn: Yesim Brisbane P.O. Box 6101, MS 802 Newark, DE 19714-6101

ROCHE DIAGNOSTICS CORPORATION Attn: Wayne Mathias 9115 Hague Road Indianapolis, IN 46250

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DIASORIN INC. Attn: Neal Domeyer 1951 Northwestern Avenue P.O. Box 285 Stillwater, MN 55082 GENZYME CORPORATION Attn: D. Ross Martin Ropes & Gray LLP One International Place Boston, MA 02110

QIAGEN Attn: Jonathan Isaac 1201 Clopper Road Gaithersburg, MD 20878

IRVINE CORPORATE CENTER, LLC Attn: Jim Savory 252 Clayton Street Denver, CO 80206

Service information continued on attached page III. SERVED BY PERSONAL DELIVERY (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on December 2, 2011, I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed. The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701 Service information continued on attached page I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. December 2, 2011 Date Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. August 2010

F 9013-3.1.PROOF.SERVICE

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NOTE TO USERS OF THIS FORM: 1) Attach this form to the last page of a proposed Order or Judgment. Do not file as a separate document.
2) The title of the judgment or order and all service information must be filled in by the party lodging the order. 3) Category I. below: The United States trustee and case trustee (if any) will always be in this category. 4) Category II. below: List ONLY addresses for debtor (and attorney), movant (or attorney) and person/entity (or attorney) who filed an opposition to the requested relief. DO NOT list an address if person/entity is listed in category I.

NOTICE OF ENTERED ORDER AND SERVICE LIST

Notice is given by the court that a judgment or order entitled (specify) ORDER APPROVING FIRST AMENDED DISCLOSURE STATEMENT DESCRIBING DEBTORS FIRST AMENDED CHAPTER 11 LIQUIDATING PLAN OF REORGANIZATION was entered on the date indicated as Entered on the first page of this judgment or order and will be served in the manner indicated below: I. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s), the foregoing document was served on the following person(s) by the court via NEF and hyperlink to the judgment or order. As of December 2, 2011, the following person(s) are currently on the Electronic Mail Notice List for this bankruptcy case or adversary proceeding to receive NEF transmission at the email address(es) indicated below. Raymond G Alvarado ralvarado@alvaradosmith.com Todd M Arnold tma@lnbrb.com Phillip Ashman mgolod@mcqueenashman.com, pashman@mcqueenashman.com;bkumamoto@mcqueenashman.com Richard L Barnett rick@barnettrubin.com, rlbsec@barnettrubin.com Ron Bender rb@lnbrb.com Eric S Bershatski ericbershatski@tilemlaw.com Ronald K Brown rkbgwhw@aol.com Jennifer Witherell Crastz jcrastz@hemar-rousso.com Carol J Fogleman mfrost@bwslaw.com Anthony A Friedman aaf@lnbrb.com John-patrick M Fritz jpf@lnbrb.com Jeffrey K Garfinkle bkgroup@buchalter.com, jgarfinkle@buchalter.com;jmealeyhatch@buchalter.com;docket@buchalter.com Fredric Glass fglass@fairharborcapital.com Nancy S Goldenberg nancy.goldenberg@usdoj.gov D Edward Hays ehays@marshackhays.com Michael J Heyman michael.heyman@klgates.com Mark D Houle mark.houle@pillsburylaw.com Jacqueline L James jlj@lnbyb.com Jeff D Kahane jkahane@duanemorris.com Andy Kong Kong.Andy@ArentFox.com Rodger M Landau rlandau@lgbfirm.com, kmoss@lgbfirm.com Matthew A Lesnick matt@lesnicklaw.com Michael B Lubic michael.lubic@klgates.com Frank F McGinn ffm@bostonbusinesslaw.com Elissa Miller emiller@sulmeyerlaw.com, asokolowski@sulmeyerlaw.com Aram Ordubegian ordubegian.aram@arentfox.com Ernie Zachary Park ernie.park@bewleylaw.com Richard Park Richard.Park@usdoj.gov Justin E Rawlins jrawlins@winston.com, docketla@winston.com

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Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com David B Shemano dshemano@pwkllp.com Philip E Strok pstrok@wgllp.com United States Trustee (SA) ustpregion16.sa.ecf@usdoj.gov Howard J Weg hweg@pwkllp.com Sharon Z Weiss sharon.weiss@hro.com, raul.morales@hro.com Joseph M Welch jwelch@buchalter.com, jmealeyhatch@buchalter.com;docket@buchalter.com Johnny White , seb@blakeleyllp.com;bblakeley@blakeleyllp.com;rclifford@blakeleyllp.com Service information continued on attached page

II. SERVED BY THE COURT VIA U.S. MAIL: A copy of this notice and a true copy of this judgment or order was sent by United States Mail, first class, postage prepaid, to the following person(s) and/or entity(ies) at the address(es) indicated below:
Debtors Westcliff Medical Laboratories, Inc. BioLabs, Inc. c/o FTI Consulting 633 West Fifth Street, 16th Floor Los Angeles, CA 90071

Service information continued on attached page III. TO BE SERVED BY THE LODGING PARTY: Within 72 hours after receipt of a copy of this judgment or order which bears an Entered stamp, the party lodging the judgment or order will serve a complete copy bearing an Entered stamp by U.S. Mail, overnight mail, facsimile transmission or email and file a proof of service of the entered order on the following person(s) and/or entity(ies) at the address(es), facsimile transmission number(s), and/or email address(es) indicated below:

Service information continued on attached page

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. August 2010

F 9021-1.1.NOTICE.ENTERED.ORDER