NQCI News NQCI Terminates Merger Agreement and License Agreement
BEVERLY HILLS, Calif.--(BUSINESS WIRE)--National Quality Care, Inc. (OTCBB:NQCI) (“NQCI”)
announced today that effective as of December 29, 2006, it has
terminated certain agreements and transactions with Xcorporeal, Inc.,
including a Merger Agreement and a License Agreement, each dated as of
September 1, 2006. In addition, NQCI has terminated all of the
transactions and other documents and agreements between NQCI and
Xcorporeal that are referenced in or contemplated by the Merger
Agreement or the License Agreement. NQCI stated in its termination
notice to Xcorporeal that NQCI had exercised its termination rights with
respect to such agreements, documents and transactions on the basis of
Xcorporeal’s continuing, uncured and
uncurable breaches of the Merger Agreement and its fraudulent and other
wrongful conduct related to the Merger Agreement, the License Agreement
and certain related matters.
NQCI further announced that it has filed a lawsuit against Victor Gura,
a former director and employee of NQCI, alleging that Dr. Gura breached
his employment agreement with NQCI and engaged in certain other wrongful
acts. NQCI has named Xcorporeal as an additional defendant in this
lawsuit. NQCI is seeking injunctive relief, compensatory damages,
attorneys’ fees, punitive damages and other
relief from both Dr. Gura and Xcorporeal. Xcorporeal has previously
filed a demand for arbitration alleging that NQCI has effected an
anticipatory breach of the License Agreement. NQCI contends that the
License Agreement is null and void and intends to defend the arbitration
proceeding and vigorously pursue its claims in litigation.
Pursuant to a written notice dated January 2, 2007, Xcorporeal has
consented to the termination of the Merger Agreement, but disputes NQCI’s
termination of the License Agreement, which Xcorporeal alleges to be in
full force and effect. NQCI anticipates that the status of the License
Agreement, and certain related issues, may be determined by an
arbitrator or by a court.
About National Quality Care, Inc.
NQCI will continue to focus on the development of its Wearable Kidney,
which can be worn as a belt and operates 24 hours a day, 7 days a week.
The Company also has developed a continuous ultrafiltration belt for the
treatment of patients with Congestive Heart Failure. The Wearable
Kidney, for which the Company recently received its first patent, is
designed to treat patients suffering from End Stage Renal Disease by
providing continuous dialysis from a device worn as a belt by the
patient. However, recent studies have indicated that the device can also
be used safely and effectively in a simplified version to treat the salt
and fluid overload afflicting patients with Class III and IV Congestive
Heart Failure.
Some paragraphs of this press release, particularly those describing
the Company’s strategies, operating expense
reductions and business plans, contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.While
the Company is working to achieve those goals, actual results could
differ materially from those projected in the forward-looking statements
as a result of a number of factors, including difficulties in marketing
its products and services, need for capital, competition from other
companies and other factors, any of which could have an adverse effect
on the business plans of the Company, its reputation in the industry or
its expected financial return from operations.Factors such as
these could have an adverse effect on the Company’s
results of operations.In light of significant uncertainties
inherent in forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the
Company and its subsidiaries that it will be achieved.
