LOS ANGELES, CA — (Marketwire) — 02/02/12 — MMRGlobal, Inc. (OTCBB: MMRF) (“MMR” or the “Company”) today announced that pursuant to the terms of its December 9, 2011 Settlement and Patent License.
Agreement (the “Agreement”) with Surgery Center Management, LLC (“SCM”), the Company has filed suit to collect the initial payment of $5 million, due on December 23, 2011, along with an application to the court for a Right To Attach Order and Order For Issuance of Writ of Attachment. Pursuant to the terms of the Agreement, the remaining $25 million is due in annual payments of $5 million each, starting November 15, 2012.
Notwithstanding the existence of the lawsuits, SCM and MMR are attempting to work on a settlement. Presuming the parties are able to successfully settle this matter, MMR may conclude additional transactions with affiliates of SCM on terms that are beneficial to the Company’s stockholders. According to Robert H. Lorsch, MMRGlobal CEO, “Based on the review of outside accountants, a business transaction could represent substantial benefits and significant valuation to MMRF shareholders at the conclusion of a transaction which I believe that both sides would like to accomplish.”
On December 29, 2011, SCM issued the $5 million to MyMedicalRecords, Inc. in the form of a cashier’s check based on the terms of the Agreement. Despite SCM’s delivery of the cashier’s check to the Company, SCM then retook possession of the check after MMR refused to renegotiate certain terms and conditions, including the termination provisions surrounding the remaining $25,000,000 owed under the Agreement. SCM has also withheld the money in an attempt to leverage MMR into a transaction on terms that MMR believes are not in the best interest of its stockholders.
However, any potential additional transaction(s), including, but not limited to, those contemplated in the Deal Memorandum, dated December 16, 2011 (the “Memorandum”), by and among MMR, JER, Inc. (“JER”) and Skin Cancer & Reconstructive Surgery Specialists of Beverly Hills (“Reconstructive”), would be subject to a number of conditions and contingencies, including, but not limited to, independent valuations and a fairness opinion by a top tier investment banking firm selected by MMR, as well as the negotiation and acceptance of definitive transaction agreement(s). The Memorandum also requires final audits of JER and Reconstructive, satisfactory completion of due diligence and the receipt of corporate approvals for the transaction and discussion with the parties’ respective tax, legal and financial advisors with regard to the issuance of a fairness opinion on the transaction.
The non-exclusive Agreement licenses certain of the Company’s Health IT and Personal Health Record patents, including various patents covering uses of MMR’s personal and professional Health IT products and services, but specifically excludes the Company’s biotech assets (the “Patents”). The SPL Agreement also provides additional usage royalties, as more specifically described therein. A copy of the Agreement was attached to an 8-K filed with the Securities and Exchange Commission by the Company on January 17, 2012.
The Patents include any issued or pending U.S. and/or foreign patent applications and/or issued patents, including, but not limited to, Singapore, Hong Kong, Israel, South Korea, Mexico, New Zealand, Canada, Germany, Japan, the United Kingdom, and the United States. The Agreement includes the settlement of any potential claims by MMR against SCM and its affiliates for any past patent infringement.
Despite the dispute with SCM, MMR is continuing to operate its business in the normal course and is working to further exploit its Health IT patents and other biotech intellectual property.
In addition to holding patents for Health IT applications, which are already being successfully licensed worldwide, the Company controls a portfolio of biotech assets acquired through a reverse merger with Favrille, Inc. in 2009. Favrille spent more than $140 million developing certain intellectual property that includes biotech patents and patient samples, which MMR is working to license to biotech companies, universities and others. As previously reported, the Company has already demonstrated its ability to successfully license portions of these biotech assets.
About MMRGlobal, Inc.
MMRGlobal, Inc., through its wholly-owned operating subsidiary, MyMedicalRecords, Inc. (“MMR”) (www.mymedicalrecords.com), provides secure and easy-to-use online Personal Health Records (“PHRs”) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. MyMedicalRecords enables individuals and families to access their medical records and other important documents, such as birth certificates, passports, insurance policies and wills, anytime from anywhere using the Internet. The MyMedicalRecords Personal Health Record is built on proprietary, patented technologies to allow documents, images and voicemail messages to be transmitted and stored in the system using a variety of methods, including fax, phone, or file upload without relying on any specific electronic medical record platform to populate a user’s account. The Company’s professional offering, MMRPro, is designed to give physicians’ offices an easy and cost-effective solution to digitizing paper-based medical records and sharing them with patients in real time through an integrated patient portal. MMR is an Independent Software Vendor Partner with Kodak to deliver an integrated turnkey EMR solution for healthcare professionals. Through its merger with Favrille, Inc. in January 2009, the Company acquired intellectual property biotech assets that include anti-CD20 antibodies and data and samples from its FavId/Specifid vaccine clinical trials for the treatment of B-Cell Non-Hodgkin’s lymphoma. To learn more about MMRGlobal, Inc. and its products, visit www.mmrglobal.com.
All statements in this press release that are not strictly historical in nature, whether or not such statement relates directly to the SPL Agreement, the Memorandum, or the terms contained therein, and the Company’s future performance, management’s expectations, beliefs, intentions, estimates or projections, constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Forward-looking statements can be identified by the use of words (and their derivations) such as “need,” “possibility,” “offer,” “development,” “if,” “negotiate,” “when,” “begun,” “believe,” “achieve,” “will,” “estimate,” “expect,” “maintain,” “plan,” “continue,” and similar terms or phrases or the negative of the foregoing. Factors that could cause or contribute to such differences include, but are not limited to, risks relating to potential future disputes with SCM with respect to the monies owed under the SPL Agreement, an adverse ruling in connection with the Company’s action against SCM and any failed negotiations with SCM regarding the Memorandum in the future. The Company is providing this information as of the date of this release and, except as required by law, does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on the forward-looking statements set forth in this press release.