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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

8 CENTRAL DISTRICT OF CALIFORNIA 9 (SANTA ANA DIVISION) 10 11 12 13 14 15 16 17 18

Affects Both Debtors

In re: WESTCLIFF MEDICAL LABORATORIES, INC., Debtor. ____________________________ BIOLABS, INC., Debtor. ____________________________

Case No. 8:10-bk-16743-TA Jointly Administered with Case No. 8:10-bk-16746-TA Chapter 11 Cases STIPULATION RESOLVING DEBTORS MOTION FOR ORDER DISALLOWING CERTAIN CLAIMS OF GENZYME GENETICS (CLAIM NOS. 22, 24, 222 AND 223)[Dkt. No. 455] Hearing: Date: Time: Place: Judge:

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Affects WESTCLIFF MEDICAL LABORATORIES, INC. only Affects BIOLABS, INC. only

August 31, 2011 9:30 a.m. Courtroom 5B Hon. Theodor C. Albert

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Westcliff Medical Laboratories, Inc. and BioLabs, Inc., the Chapter 11 debtors and debtors in possession herein

(collectively, the Debtors) and Esoterix Genetic Laboratories, LLC (Esoterix), successor in interest to Genzyme Genetics

(Genzyme), hereby enter into this Stipulation (Stipulation) Resolving Debtors Motion for Order Disallowing Certain Claims of Genzyme Genetics [Dkt. No. 455] (the Motion). The Debtors and

Genzyme are collectively referred to as the Parties. RECITALS A. On May 19, 2010, the Debtors each filed voluntary

petitions for relief under chapter 11 of title 11 of the United States Code, sections 101 et seq. in the United States Bankruptcy Court for the Central District of California, Santa Ana Division (the Court). The Debtors have continued to manage their

affairs as debtors in possession pursuant to 11 U.S.C. 1107 and 1108 since the Petition Date. B. In Westcliffs Schedules of Assets and Liabilities,

Westcliff scheduled Genzyme with a general unsecured claim in the amount of $188,140 (the Scheduled Claim). Genzyme filed Claim

Nos. 22, 24, 222, and 223 asserting general unsecured claims in the amounts of $126,610.00, $170,385.30, $5,795.00, and

$14,296.00, respectively (the Filed Claims and, together with the Scheduled Claim, the Claims). C. Esoterix has represented to and informed the Debtors

that, (1) on or about December 1, 2010, the Claims were acquired by Esoterix as part of its purchase of the assets of Genzyme, a business unit of Genzyme Corp, and (2) Esoterix is a wholly-owned

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subsidiary of Laboratory Corporation of America Holdings. D. objecting On or about May 6, 2011, the Debtors filed the Motion to certain of the Claims. Subsequently, Esoterix

provided the Debtors with additional documentation with respect to the Filed Claims. E. Motion. STIPULATION BASED CONSENTED FOLLOWS: AGREEMENT 1. 2. The Scheduled Claim shall be disallowed. The Filed Claims shall be allowed as follows: a. Claim No 22 shall be allowed as a general AND UPON AGREED THE BY FOREGOING, AND IT IS THE HEREBY PARTIES STIPULATED, HERETO AS The Parties wish to resolve the issues raised by the

BETWEEN

unsecured claim in the amount of $126,610.00; b. Claim No 24 shall be allowed as a general

unsecured claim in the amount of $170,385.30; c. Claim No 222 shall be allowed as a general

unsecured claim in the amount of $2,897.50; d. Claim No 223 shall be allowed as a general

unsecured claim in the amount of $7,148.00; 3. The continued hearing on the Motion currently set for

August 31, 2011 at 9:30 a.m. shall be taken off calendar. 4. The Court has and shall retain exclusive jurisdiction

over this Stipulation and the issues raised herein.

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5. such

This Stipulation may be executed in counterparts, and executed an counterparts of one when and taken the together same shall

constitute

original

document.

Counterparts may be transmitted by facsimile, electronic mail or other electronic means. AGREED:

LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. Dated: August 16, 2011 By: /s/ Todd M. Arnold Ron Bender Todd M. Arnold Attorneys for Chapter 11 Debtors and Debtors in Possession

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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

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A true and correct copy of the foregoing document described as STIPULATION RESOLVING DEBTORS MOTION FOR ORDER DISALLOWING CERTAIN CLAIMS OF GENZYME GENETICS (CLAIM NOS. 22, 24, 222 AND 223)[Dkt. No. 455] 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 August 16, 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: 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

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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, jmealey-hatch@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 U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On August 16, 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. Service by U.S. Mail The Hon. Theodor C. Albert United States Bankruptcy Court 411 West Fourth Street, Room 5085 Santa Ana, CA 92701 Service information continued on attached page III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on Fill in Date Document is Filed, 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.

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. August 16, 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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