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RON BENDER (SBN 143364) TODD M. ARNOLD (SBN 221868) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email: rb@lnbyb.com; tma@lnbyb.com Attorneys for Chapter 11 Debtors and Debtors in Possession 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

Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases DEBTORS NOTICE OF MOTION AND MOTION FOR ORDER DISALLOWING CLAIM OF ATLAS DEVELOPMENT, INC.; MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATIONS OF LAURA CONTRERAS AND TODD M. ARNOLD IN SUPPORT THEREOF DATE: TIME: PLACE: May 30, 2012 10:00 a.m. Courtroom 5B 411 West Fourth Street Santa Ana, CA 92701

20 21 22 23 24 25 26 27 28 PLEASE TAKE NOTICE THAT a hearing will be held at the above-referenced date, time, and location to consider this motion (the Motion) by Westcliff Medical Laboratories, Inc. (Westcliff) and BioLabs, Inc., the Chapter 11 debtors and debtors in possession herein (collectively, the Debtors), for an order disallowing the scheduled claim (the Claim) of Atlas Development, Inc. (aka Atlas Corporation) (the Creditor). The objection made by way of this Motion seeks to alter your rights by reducing, modifying, reclassifying, and/or disallowing your Claim based on the grounds set forth in the

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annexed memorandum of points and authorities (the Memorandum). You should read the Memorandum and the specific comments about your Claim in the Memorandum in order to fully understand the basis for the objection to your Claim. DEADLINE FOR OPPOSITION PAPERS: Pursuant to Local Bankruptcy Rules 30071(b)(3)(A) and 9013-1(o), you must file with the Court, and serve upon the Debtors counsel, at the address set forth on the first page of this Notice, a response to this Motion not later than fourteen (14) days prior to the hearing date set forth above. PURSUANT TO LOCAL BANKRUPTCY RULE 3007-1(b)(3)(B), IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED ON THIS MOTION WITHOUT FURTHER NOTICE OR HEARING. WHEREFORE, the Debtors respectfully request that the Court enter an order: (a) granting this Motion in its entirety; (b) disallowing the Claim; and (c) granting such other and further relief that may be appropriate. Dated: March 15, 2012 WESTCLIFF MEDICAL LABORATORIES, INC. -andBIOLABS, INC. /s/ Todd M. Arnold RON BENDER TODD M. ARNOLD LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. Attorneys for Chapter 11 Debtors and Debtors in Possession

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MEMORANDUM OF POINTS AND AUTHORITIES1 I. STATEMENT OF FACTS A. CASE BACKGROUND AND REASON FOR FILING BANKRUPTCY. The Debtors commenced their bankruptcy cases by filing voluntary petitions under Chapter 11 of 11 U.S.C. 101 et seq. (the Bankruptcy Code) on May 19, 2010 (the Petition Date). BioLabs is the parent company to Westcliff, which was the operating company. The only material asset owned by BioLabs is its stock interest in Westcliff. Biolabs was organized for the purposes of acquiring 100% of the capital stock and other equity interests of Westcliff. Westcliff was founded in 1964 as a community-based laboratory and is headquartered in Santa Ana, California. Westcliff was the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs that provided various services, including clinical testing, pathology, reporting and support services for the benefit of thousands of outpatients throughout California. The Debtors continued to operate their business until they closed a sale of substantially all of their assets (the Assets) to LabWest, Inc. (LabWest), as discussed below. The Debtors are working towards completing the liquidation of the assets that remained after the sale to LabWest, reconciling claims and objecting to claims where appropriate, and otherwise taking actions necessary to perform the terms of the Debtors recently confirmed liquidating plan. B. THE SALE AND THE CONTRACTS AND LEASES. On May 28, 2010, the Debtors filed their motion to sell their Assets to LabWest (the Sale Motion). The Sale Motion appears on the Docket as Docket No. 72. The Debtors request that, to the extent necessary, the Court take judicial notice of the Sale Motion pursuant to Fed.R.Evid. 201.

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All capitalized terms herein have the same meanings as in the preceding Notice of Motion and Motion.

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By way of the Sale Motion and the related Asset Purchase Agreement, as amended, entered into by the Debtors and LabWest (the APA) , the Debtors sought, among other things, to (1) sell the Assets to LabWest or other winning bidder after auction, and (2) assume and assign certain executory contracts and unexpired leases (collectively, the Executory Contracts) to LabWest. Under the Sale Motion and the APA, (1) certain Executory Contracts were designated for assumption and assignment or rejection upon the close of the sale and certain Executory Contracts were to be designated for assumption and assignment or rejection at a later date (the Later Designated Executory Contracts), and (2) LabWest was responsible for paying the cure amounts (the Cure Amounts) related to Later Designated Executory Contracts. On June 9, 2010, the Court entered an order (the Sale Order) granting the Sale Motion. The Sale Order appears on the Docket as Docket No. 106. The Debtors request that, to the extent necessary, the Court take judicial notice of the Sale Order pursuant to Fed.R.Evid. 201. Pursuant to the Sale Order, the Court, among other things, approved the sale of the Debtors Assets to LabWest under the terms of the APA. On June 16, 2010 (the Closing Date), the Debtors (1) consummated the Sale of the Debtors Assets to LabWest, and (2) ceased their business operations. C. THE CLAIM. Both before and after the Petition Date, the Debtors have maintained books and records (the Books and Records), in the ordinary course, which reflect, among other things, the Debtors assets and liabilities and equity holders. The Debtors Books and Records were used in the preparation of the Debtors Schedules of Assets and Liabilities (the Schedules) filed with the Court. In Westcliffs Schedules, Westcliff scheduled the Creditor with a general unsecured claim in the amount of $62,305.47 (i.e., the Claim). Under the Sale Motion and the APA, (1) the Creditors Executory Contracts were identified as Later Designated Executory Contracts, and (2) therefore, LabWest was responsible for paying the Cure Amount related to the Creditors Executory Contracts.

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 II. STANDARD FOR OBJECTIONS TO CLAIMS Federal Rule of Bankruptcy Procedure (Bankruptcy Rule) 3001(a) provides that a proof of claim is a written statement setting forth a creditors claim. Bankruptcy Rule 3001(f) provides that a proof of claim executed and filed in accordance with the Bankruptcy Rules shall constitute prima facie evidence of the validity and amount of the claim. Fed.R.Bankr.P. 3001(f); In re Southern Cal. Plastics, Inc., 165 F.3d 1243, 1247-48 (9th Cir. 1999); In re Garner, 246 B.R. 617, 620-21 (9th Cir. BAP 2000). However, Bankruptcy Rule 3001(f) operates merely as an evidentiary presumption that is rebuttable. In re Garvida, 347 B.R. 697, 706 (9th Cir. BAP 2006). Once a debtor satisfies its burden of proof by rebutting this presumption with counter-evidence, the burden going forward shifts to the claimant. In re Lundell, 223 F.3d 1035, 1039 (9th Cir. 2000); Garvida, 347 B.R. at 706-708. While the burden of going forward is primarily a procedural matter pertaining to the order of presenting evidence, the substantive burden of proof remains at all times upon the claimant. Garvida, 347 B.R. at 706; see Lundell, 223 F.3d at 1039 (ultimate burden of persuasion remains at all times upon the claimant); So. Cal. Plastics, 165 F.3d at 1248 (same); Ankeny v. Meyer (In re Ankeny), 184 B.R. 64, 69 (9th Cir. BAP 1995) (same). A claimant must establish by a preponderance of the evidence that its claim should be allowed. Lundell, 223 F.3d at 1039. The objecting party is not required to disprove the claim. In re Kahn, 114 B.R. 40 (Bankr. S.D.N.Y. 1990). The Bankruptcy Court has the power to sift the circumstances surrounding any claim to see that injustice or unfairness is not done in the administration of the bankruptcy estate. Pepper vs. Litton, 308 U.S. 295, 304, 60 S.Ct. 238, 244 (1939). In In re Circle J. Dairy, Inc., 112 B.R. 297 (W.D. Ark. 1989), the Court held that: A claim, to be legally sufficient and, therefore, to be prima facie valid, under the Bankruptcy Rules, must: 1) be in writing; 2) make a demand on the debtors estate;

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3) 4) 5)

express the intent to hold the debtor liable for the debt; be properly filed; and be based upon facts which would allow, as a matter of equity, to have the document accepted as a proof of claim.

Under the fifth requirement, the allegations of the proof of claim must set forth all the necessary facts to establish a claim and must not be self-contradictory. The prima facie validity of the claim does not attach unless the claim is in compliance with the Federal Rules of Bankruptcy Procedure (Rules), including Rule 3001, and sets forth the facts necessary to support the claim. These requirements for legal sufficiency are consistent with the idea that the proof of claim itself is to be scrutinized with an eye to credibility. In re Circle J. Dairy, Inc., 112 B.R. at 299-300 (citations omitted). III. OBJECTION On or about May 12, 2011, LabWest indicated that it wished for the Debtors to assume the Creditors Executory Contracts and to assign such Executory Contracts to LabWest. As Later Designated Executory Contracts, LabWest was required to pay the Cure Amount on the Creditors Executory Contracts. The Debtors are informed and believe that Creditor agreed to the payment of $56,053.93 in full satisfaction of the Cure Amount payable to Creditor on account of Creditors Executory Contracts. The Debtors are further informed and believe that the foregoing amount was paid to Creditor via LabWest Check Nos. 320000769 dated March 29, 2011 in the amount of $48,703.93 and 3100000138 dated July 9, 2010 in the amount of $7,350.00. See Exhibit 1 hereto, which is an email from LabWests counsel, Michael Lubic, to the Debtors counsel, Todd M. Arnold, regarding the foregoing payments. In consideration of the foregoing, the Creditors Claim should be disallowed in its entirety. IV. RESERVATION OF RIGHTS The Debtors expressly reserve the right to amend, modify or supplement the Motion and to assert additional objections to the Claim or any other proofs of claim (filed or not) that may be

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asserted against the Debtors by the Creditor, including, but not limited to, the right to object to the amount of any particular Claim and to assert avoidance actions under Chapter 5 of the Bankruptcy Code. Should the grounds for the objection to the Claim stated in the Motion be deemed insufficient, the Debtors reserve their right to object on any other grounds that the Debtors discover during the time that these cases are pending. V. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order: (a) granting the Motion in its entirety; (b) disallowing the Claim; and (c) granting such other and further relief that may be appropriate. Dated: March 15, 2012 WESTCLIFF MEDICAL LABORATORIES, INC. -andBIOLABS, INC. /s/ Todd M. Arnold RON BENDER TODD M. ARNOLD LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. Attorneys for Chapter 11 Debtors and Debtors in Possession

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DECLARATION OF LAURA CONTRERAS I, LAURA CONTRERAS, HEREBY DECLARE AS FOLLOWS: 1. I am over 18 years of age. Except where otherwise stated, I have personal

knowledge of the facts set forth below and, if called to testify, would and could competently testify thereto. 2. I am the Chief Financial Officer of Westcliff Medical Laboratories, Inc. and

Biolabs, Inc. I make this declaration in support of the Motion to which this declaration is attached. Unless otherwise stated, all capitalized terms herein have the same meanings as in the Motion. 3. The Debtors commenced their bankruptcy cases by filing voluntary petitions

under Chapter 11 of 11 U.S.C. 101 et seq. on May 19, 2010. 4. I am informed and believe that BioLabs is the parent company to Westcliff,

which was the operating company. I am informed and believe that the only material asset owned by BioLabs is its stock interest in Westcliff. I am informed and believe that Biolabs was organized for the purposes of acquiring 100% of the capital stock and other equity interests of Westcliff. 5. I am informed and believe that Westcliff was founded in 1964 as a community-

based laboratory and is headquartered in Santa Ana, California. Westcliff was the operator of approximately 170 branded, stand-alone, patient service center laboratories and STAT labs that provide various services, including clinical testing, pathology, reporting and support services for the benefit of thousands of out-patients throughout California. 6. The Debtors continued to operate their business until they closed a sale of

substantially all of their assets to LabWest, as discussed below. 7. The Debtors are working towards completing the liquidation of assets that

remained after the sale to LabWest, reconciling claims and objecting to claims where appropriate, and otherwise taking actions necessary to perform the terms of the Debtors recently confirmed liquidating plan.

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8.

On May 28, 2010, the Debtors filed their motion to sell their Assets to LabWest

(the Sale Motion). 9. By way of the Sale Motion and the related Asset Purchase Agreement, as

amended, entered into by the Debtors and LabWest (the APA) , the Debtors sought, among other things, to (1) sell the Assets to LabWest or other winning bidder after auction, and (2) assume and assign certain executory contracts and unexpired leases (collectively, the Executory Contracts) to LabWest. Under the Sale Motion and the APA, (1) certain Executory Contracts were designated for assumption and assignment or rejection upon the close of the sale and certain Executory Contracts were to be designated for assumption and assignment or rejection at a later date (the Later Designated Executory Contracts), and (2) LabWest was responsible for paying the cure amounts (the Cure Amounts) related to Later Designated Executory Contracts. 10. On June 9, 2010, the Court entered an order (the Sale Order) granting the Sale

Motion. The Sale Order appears on the Docket as Docket No. 106. Pursuant to the Sale Order, the Court, among other things, approved the sale of the Debtors Assets to LabWest under the terms of the APA. 11. On June 16, 2010 (the Closing Date), the Debtors (1) consummated the Sale of

the Debtors Assets to LabWest, and (2) ceased their business operations. 12. Both before and after the Petition Date, the Debtors have maintained books and

records (the Books and Records), in the ordinary course, which reflect, among other things, the Debtors assets and liabilities and equity holders. The Debtors Books and Records were used in the preparation of the Debtors Schedules of Assets and Liabilities (the Schedules) filed with the Court. 13. In Westcliffs Schedules, Westcliff scheduled the Creditor with a general

unsecured claim in the amount of $62,305.47 (i.e., the Claim). Under the Sale Motion and the APA, (1) the Creditors Executory Contracts were identified as Later Designated Executory Contracts, and (2) therefore, LabWest was responsible for paying the Cure Amount related to the Creditors Executory Contracts.

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14.

On or about May 12, 2011, LabWest indicated that it wished for the Debtors to

assume the Creditors Executory Contracts and to assign such Executory Contracts to LabWest. As Later Designated Executory Contracts, LabWest was required to pay the Cure Amount on the Creditors Executory Contracts. I am informed and believe that Creditor agreed to the payment of $56,053.93 in full satisfaction of the Cure Amount payable to Creditor on account of Creditors Executory Contracts. I am further informed and believe that the foregoing amount was paid to Creditor via LabWest Check Nos. 320000769 dated March 29, 2011 in the amount of $48,703.93 and 3100000138 dated July 9, 2010 in the amount of $7,350.00. I declare and verify under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief. Executed on this 15th day of March 2012, at Sherman Oaks, California.

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DECLARATION OF TODD M. ARNOLD I, Todd M. Arnold, hereby declare as follows: 1. I am over 18 years of age. Except where otherwise stated, I have personal

knowledge of the facts set forth below and, if called to testify, I could and would testify competently thereto. 2. I am duly licensed to practice law in the state of California, in the United States

District Courts and Bankruptcy Courts for the Northern, Eastern, Central, and Southern Districts of California, and before the Ninth Circuit. 3. I am a partner in the law firm of Levene, Neale, Bender, Yoo & Brill L.L.P.,

counsel to Westcliff Medical Laboratories, Inc. (Westcliff) and BioLabs, Inc., the Chapter 11 debtors and debtors in possession herein (collectively, the Debtors). 4. I make this declaration in support of the Motion to which this declaration is

attached. Unless otherwise stated, all capitalized terms herein have the same meanings as in the Motion. 5. On or about May 12, 2011, LabWest indicated that it wished for the Debtors to

assume the Creditors Executory Contracts and to assign such Executory Contracts to LabWest. As Later Designated Executory Contracts, LabWest was required to pay the Cure Amount on the Creditors Executory Contracts. I am informed and believe based on Exhibit 1 hereto that Creditor agreed to the payment of $56,053.93 in full satisfaction of the Cure Amount payable to Creditor on account of Creditors Executory Contracts. I am further informed and believe based on Exhibit 1 hereto that the foregoing amount was paid to Creditor via LabWest Check Nos. /// /// ///

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320000769 dated March 29, 2011 in the amount of $48,703.93 and 3100000138 dated July 9, 2010 in the amount of $7,350.00. See Exhibit 1 hereto, which is an email from LabWests counsel, Michael Lubic, to me regarding the foregoing payments. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 15th day of March 2012, at Los Angeles, California. /s/ Todd M. Arnold TODD M. ARNOLD

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EXHIBIT 1

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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 DEBTORS NOTICE OF MOTION AND MOTION FOR ORDER DISALLOWING CLAIM OF ATLAS DEVELOPMENT, INC.; MEMORANDUM OF POINTS AND AUTHORITIES AND DECLARATIONS OF LAURA CONTRERAS AND TODD M. ARNOLD IN SUPPORT THEREOF 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 March 16, 2012, 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: 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 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

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Joseph M Welch jwelch@buchalter.com, jmealey-hatch@buchalter.com;docket@buchalter.com Johnny White , seb@blakeleyllp.com;bblakeley@blakeleyllp.com;rclifford@blakeleyllp.com Service information continued on attached page

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Service information continued on attached page II. SERVED BY OVERNIGHT MAIL OR U.S. MAIL(indicate method for each person or entity served): On March 16, 2012, 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. Service by Overnight Mail The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street Santa Ana, CA 92701 Service by U.S. Mail Atlas Corporation 26679 West Agoura Road, #200 Calabasas, CA 91302-3812 Service by U.S. Mail Atlas Development, Inc. 26679 West Agoura Rd., #200 Building C Calabasas, CA 91302-1900

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 March 16, 2012, 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.

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

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. March 16, 2012 Date Lourdes Cruz Type Name /s/ Lourdes Cruz Signature

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August 2010

F 9013-3.1.PROOF.SERVICE

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