Case 8:10-bk-16743-RK

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RON BENDER (SBN 143364) JACQUELINE L. RODRIGUEZ (SBN 198838) TODD M. ARNOLD (SBN 221868) JOHN-PATRICK M. FRITZ (SBN 245240) LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244
Email: rb@lnbrb.com; jlr@lnbrb.com; tma@lnbrb.com; jpf@lnbrb.com

Proposed 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 [Proposed] Lead Case No. 8:10-bk-16743 [Proposed] Jointly Administered with Case No. 8:10-bk-167461 Chapter 11 Cases NOTICE OF APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION TO EMPLOY KIRKLAND & ELLIS LLP AS SPECIAL CORPORATE COUNSEL PURSUANT TO 11 U.S.C. 327(e) AND 330 [No Hearing Required Bankruptcy Rule 2014-1(b)] Local

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1

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

Motion for Joint Administration pending.

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PLEASE TAKE NOTICE that Westcliff Medical Laboratories, Inc. (Westcliff) and BioLabs, Inc. (BioLabs), chapter 11 Debtors and Debtors-in-Possession (collectively, the Debtors), have

filed an application (the Application) to employ Kirkland & Ellis LLP (K&E) as special corporate counsel, at the expense of the Debtors estates, pursuant to 11 U.S.C. 327(e) and 330, effective as of May 19, 2010, the date on which the Debtors filed their bankruptcy cases (the Petition Date). Bankruptcy Rule 2014-1(b)(3), K&E Pursuant to Local the following

provides

information regarding the Application: 1. Identity of professional and the purpose and scope for which such professional is being employed The Debtors are seeking to retain K&E as special corporate counsel to render, among others, the following types of

professional services: a. Rankin & to assist the Debtors and Levene, Neale, Bender, Brill L.L.P. (LNBRB), the Debtors proposed

general bankruptcy counsel, in drafting documents and taking actions that may be necessary to consummate the Sale; b. to assist the Debtors preparing all documents and

taking all actions necessary for the Debtors to maintain their Corporate status in good standing; c. to assist and advise the Debtors and LNBRB

regarding corporate matters that arose prior to the Petition Date and that arise after the Petition Date;

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d.

to provide corporate information to LNBRB that may

be required to move the Debtors bankruptcy cases forward; and e. to perform any other services which may be

appropriate in K&Es representation of the Debtors as their special cases. 2. Whether professional seeks compensation pursuant to 11 U.S.C. 328 or 11 U.S.C. 330 The Debtors seek to employ K&E pursuant to 11 U.S.C. 327(e). K&E will seek approval of its compensation and corporate counsel during the Debtors bankruptcy

reimbursement of its expenses pursuant to 11 U.S.C. 330 and 331. 3. Compensation Arrangements

During the one-year period prior to the Petition Date, the Debtors paid the total sum of $369,588.02 to K&E, including a retainer in the amount of $50,000 (the Retainer). Petition $45,000. Date, The the balance of the K&E Retainer that the was As of the

approximately of these

Debtors

advised

source

payments was the Debtors funds. K&E earned K&E the classic the with retainer amounts its own upon its receipt general needs, and, cash K&E

consequently, account. To

placed K&E

into cash

assist

flow

requests Court authority to apply the remaining Retainer balance on a post-petition basis for any fees and expenses incurred

during the Debtors chapter 11 cases.

For efficiency purposes,

K&E will bill all of its post-petition fees and expenses to

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Westcliff.

If it subsequently becomes necessary to do so, K&E

can reallocate its fees and expenses for any work which was done solely for the bankruptcy estate of BioLabs. In addition to the Retainer, K&E will seek Court authority to be paid from the Debtors estates for any and all fees

incurred and expenses advanced by K&E in excess of the Retainer, with the payment of any such additional fees and expenses subject to further Court order after notice and a hearing. 4. K&Es Services

K&E operates in a national marketplace for legal services in which rates are driven by multiple factors relating to the

individual lawyer, his or her area of specialization, the firms expertise, performance, and reputation, the nature of the work involved, and other factors. A copy of K&Es general firm resume

is attached as Exhibit 2 to the Declaration of Ryan Bennett, Esq. (the Bennett Declaration). Because the sub-markets for

legal services are fragmented and are affected by a variety of individualized and interdependent factors, K&E has no one rate for an individual biller that applies to all matters for all clients. K&Es rates for an individual biller may vary as a

function of the type of matter, geographic factors, the nature of certain long term client relationships, and various other

factors, including those stated above. K&Es hourly rates are set at a level designed to compensate K&E fairly for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly rates vary

with the experience and seniority of the individuals assigned.

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These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. In particular, K&Es current hourly rates for

matters related to these chapter 11 cases range as follows:

Billing Category Partners Associates Paraprofessionals

Range $550-$995 $320-$660 $155-280

The following professionals presently are expected to have primary responsibility for providing services to the Debtors: Jason Osborn ($590) and Ryan Bennett ($690). necessary, other K&E professionals and In addition, as will

paraprofessionals

provide services to the Debtors. rsums for the foregoing

Copies of the professional are attached as

professionals

Exhibit 3 to the Bennett Declaration. 5. Name, address and telephone number of person who will provide a copy of the Application upon request Any request for a copy of the Application must be made in writing follows: TODD M. ARNOLD LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Facsimile: (310) 229-1244 Email: tma@lnbrb.com to proposed bankruptcy counsel for the Debtors as

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6.

Procedure

for

objecting

to

the

Application

and/or

requesting a hearing Pursuant to Local Bankruptcy Rule 2014-1(b)(3)(E), any

response and request for a hearing, in the form required by Local Bankruptcy Rule 9013-1(f)(1), must be filed and served on the Debtors counsel, K&E and the Office of the United States Trustee not later than fourteen days (14) from the date of mailing this Notice. If you fail to file a written response within fourteen days of the date of the service of this notice, the Court may treat such failure as a waiver of your right to oppose the application and may grant the requested relief. The Application is based upon this Notice of Application, the Application, the Bennett Declaration submitted in support of the Application, the entire record of these cases, and any other evidence properly presented to the Court in support of the

Application. Dated: May 20, 2010 WESTCLIFF MEDICAL LABORATORIES, INC. -and-

20 BIOLABS, INC. 21 22 23 24 25 26 27 28 /s/ Ron Bender RON BENDER JACQUELINE L. RODRIGUEZ TODD M. ARNOLD JOHN-PATRICK M. FRITZ LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P. (Proposed) Attorneys for Chapter 11 Debtors and Debtors in Possession