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                                                                      EXHIBIT 99

                                  RISK FACTORS

         These risks and uncertainties are not the only ones we face. Others
that we do not know about now, or that we do not now think are important, may
impair our business or the trading price of our common stock.

COMPANY RISKS

IF WE FAIL TO OBTAIN FDA APPROVAL, WE CANNOT MARKET HEMOPURE IN THE UNITED
STATES

         We will not be able to market Hemopure in the United States until we
receive FDA approval. We are preparing an application for approval to file with
the FDA. We believe that our completed pivotal Phase III clinical trials are
consistent with the FDA's most recent guidance on the design and efficacy and
safety endpoints required for approval of products such as Hemopure as a
replacement for red blood cells in surgical indications. However, the FDA could
change its view, require a change in study design or require additional data or
even further clinical trials, including trials for indications other than those
for which we intend to seek approval in the near term, prior to accepting our
application or prior to approval of Hemopure. Trials are expensive and
time-consuming. Obtaining FDA approval generally takes years and consumes
substantial capital resources with no assurance of ultimate success.

OUR FAILURE TO OBTAIN REGULATORY APPROVALS IN FOREIGN JURISDICTIONS WILL PREVENT
US FROM MARKETING HEMOPURE ABROAD

         We also intend to market our products in international markets,
including Europe. We must obtain separate regulatory approvals in order to
market our products in Europe and many other foreign jurisdictions. The
regulatory approval processes differ among these jurisdictions. While we
recently received approval from the South Africa Medicines Control Council for
the use of Hemopure for a surgical indication, approval in any one jurisdiction
does not ensure approval in a different jurisdiction. As a result, obtaining
foreign approvals will require additional expenditures and significant amounts
of time.

WE CANNOT EXPAND INDICATIONS FOR OUR PRODUCTS UNLESS WE RECEIVE FDA APPROVAL FOR
EACH PROPOSED INDICATION

         The FDA requires a separate approval for each proposed indication for
the use of Hemopure. We expect that our first indication for Hemopure will only
involve its perioperative use in patients undergoing elective orthopedic
surgery. Subsequently, we expect to expand Hemopure's indications. To do so, we
will have to design additional clinical trials, submit the trial designs to the
FDA for review and complete those trials successfully. We cannot guarantee that
the FDA will approve Hemopure for any indication. We can only promote Hemopure
for indications which have been approved by the FDA. The FDA may require a label
cautioning against Hemopure's use for indications for which it has not been
approved.

         The FDA has approved the use of our veterinary product, Oxyglobin, for
the treatment of anemia in dogs, regardless of cause. Supplemental approvals are
required to market Oxyglobin

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for any new indications or additional species. We cannot guarantee that we will
receive such approvals.

IF WE CANNOT FIND APPROPRIATE MARKETING PARTNERS, WE MAY NOT BE ABLE TO MARKET
AND DISTRIBUTE HEMOPURE EFFECTIVELY

         Our success depends, in part, on our ability to market and distribute
Hemopure effectively. We have no experience in the sale or marketing of medical
products for humans. In the event that we obtain FDA approval of Hemopure, we
may require the assistance of one or more experienced pharmaceutical companies
to market and distribute Hemopure effectively.

         If we seek an alliance with an experienced pharmaceutical company:

         -        we may be unable to find a collaborative partner, enter into
                  an alliance on favorable terms, or enter into an alliance that
                  will be successful;

         -        any partner to an alliance might, at its discretion, limit the
                  amount and timing of resources it devotes to marketing
                  Hemopure; and

         -        any marketing partner or licensee may terminate its agreement
                  with us and abandon our products at any time for any reason
                  without significant payments.

         If we do not enter into an alliance with a pharmaceutical company to
market and distribute our products, we may not be successful in entering into
alternative arrangements, whether engaging independent distributors, or
recruiting, training and retaining a marketing staff and sales force of our own.

SHAREHOLDER LITIGATION MAY BE A DRAIN ON OUR RESOURCES AND MAY ADVERSELY AFFECT
US.

         Biopure and our Chairman have been named as defendants in a purported
class action lawsuit under the federal securities laws alleging that we made
materially false and misleading statements in the period May 8, 2001 to March
21, 2002 concerning the timing of our filing of an electronic Biologic License
Application for Hemopure with the FDA. We have filed a motion to dismiss the
lawsuit. As this lawsuit is at an early stage, we may not be able to resolve it
for several years. Although we believe this lawsuit is without merit and we
intend to defend it vigorously, it may become a drain on our management's time
and attention if we do not prevail on the motion to dismiss. In addition, we
cannot assure you we will ultimately prevail in this lawsuit.

IF WE CANNOT GENERATE ADEQUATE, PROFITABLE SALES OF HEMOPURE, WE WILL NOT BE
SUCCESSFUL

         To succeed as a company, we must develop Hemopure commercially and sell
adequate quantities of Hemopure at a high enough price to generate a profit. We
may not accomplish either of these objectives. Even if we succeed in obtaining
marketing approval for Hemopure, a number of factors may affect future sales of
our product. These factors include:

         -        whether physicians, patients and clinicians accept Hemopure as
                  a cost-effective and therapeutic alternative to other
                  products, in particular, donated human blood;

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         -        whether reimbursement for the cost of Hemopure is available;
                  and

         -        whether the public accepts the use of a natural protein
                  product extracted from bovine red blood cells in transfusions,
                  particularly in light of public perceptions in Europe and
                  elsewhere about the risk of "mad cow disease".

FAILURE TO INCREASE MANUFACTURING CAPACITY MAY IMPAIR HEMOPURE'S MARKET
ACCEPTANCE

         We will need to construct additional manufacturing facilities to meet
annual demand in excess of 100,000 units of Hemopure. If Hemopure receives
market acceptance, we may experience difficulty manufacturing enough of the
product to meet demand. If we cannot fill orders for Hemopure, customers might
turn to alternative products and choose not to use Hemopure even after we have
addressed our capacity shortage.

FAILURE TO RAISE ADDITIONAL FUNDS IN THE FUTURE MAY AFFECT THE DEVELOPMENT,
MANUFACTURE AND SALE OF OUR PRODUCTS

         We require substantial working capital to properly develop, manufacture
and sell our products. Our cash on hand is sufficient to fund our current plan
into the third quarter of our 2003 fiscal year. If additional financing is not
available when needed or is not available on acceptable terms, we may experience
a delay in developing products, building manufacturing capacity or fulfilling
other important goals. We have an equity line financing agreement which we can
only avail ourselves of if our common stock price is at least $13 per share.
There is no assurance we will be able to draw funds on this line or sell
securities otherwise as and when needed.

         The construction of our proposed new manufacturing facility in Sumter,
South Carolina is dependent upon financing from third parties. We cannot assure
you that sufficient financing for this facility will be available, or if
available, on terms that are acceptable to us. The later the date of completion
of additional manufacturing capacity, the more financing we will need for
working capital.

         Under the equity line facility, Societe Generale is not obligated to
purchase shares of our common stock unless a number of conditions have been
satisfied. First, it generally has no obligation to purchase shares to the
extent that the volume weighted average price of our common stock on the five
trading days following the exercise of our right to sell shares to Societe
Generale pursuant to the equity line facility is below $13 per share. We have
been experiencing stock prices lower than this minimum and, as of June 12, 2002,
we are unable to draw funds under the equity line because our stock price is
below the minimum. There can be no assurance that the price of our common stock
will meet this minimum trading price condition at any time. Second, Societe
Generale is only obligated at any given request to purchase shares at a minimum
aggregate amount of $500,000 and at a maximum aggregate amount that depends on
the daily trading volume, but cannot be more than $4,500,000. We may make a new
request six days after the prior request. Furthermore, Societe Generale has no
obligation to purchase shares on a given day if our daily trading volume falls
below a specified minimum. Also, the equity line facility provides that Societe
Generale may not purchase a number of shares during 61 consecutive days that
would exceed 9.9% of the number of shares of our common stock issued


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and outstanding on the first day of this period. Finally, on trading days where
the common stock is not listed and approved for trading on the principal trading
exchange of our common stock or where trading is restricted, we would not have
the right to sell any shares to Societe Generale.

OUR LACK OF OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT

         Licensing fees, proceeds to us from investors and payments to fund our
research and development activities comprise almost all of our funding to date.
We have no operating history upon which to base an evaluation of our business
and our prospects. We must successfully develop our products and product
enhancements, achieve market acceptance of our products and respond to
competition. We cannot guarantee that we will be successful in doing so, that we
will ever be profitable or, if we are, that we will remain profitable on a
quarterly or annual basis.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES

         We have had annual losses from operations since our inception in 1984.
We expect to continue to incur losses from operations until we are able to
develop Hemopure commercially and generate a profit.

IF WE ARE NOT ABLE TO PROTECT OUR INTELLECTUAL PROPERTY, COMPETITION COULD FORCE
US TO LOWER OUR PRICES, WHICH MIGHT REDUCE PROFITABILITY

         We believe that our patents, trademarks and other intellectual property
rights, including our proprietary know-how, will be important to our success.
Our business position will depend, in part, upon our ability to defend our
existing patents and engage in our business free of claims of infringement by
third parties. We will need to obtain additional patents for our products, the
processes utilized to make our products and our product uses. We cannot
guarantee that additional products or processes will achieve patent protection.
In addition, third parties may successfully challenge our patents. Oppositions
to one of our European patents have already led to a narrowing of this patent in
Europe and, because some oppositions are still pending, may lead to further
narrowing or even a loss of this European patent.

         We have not filed patent applications in every country. In certain
countries, obtaining patents for our products, processes and uses may be
difficult or impossible. Patents issued in countries other than the United
States and in regions other than Europe may be harder to enforce than, and may
not provide the same protection as, patents obtained in the United States and
Europe.

OUR PROFITABILITY WILL BE AFFECTED IF WE INCUR PRODUCT LIABILITY CLAIMS IN
EXCESS OF OUR INSURANCE COVERAGE

         The testing and marketing of medical products, even after FDA approval,
have an inherent risk of product liability. We maintain limited product
liability insurance coverage in the total amount of $20.0 million. Our
profitability will be affected by a successful product liability claim in excess
of our insurance coverage. We cannot guarantee that product liability insurance
will be available in the future or be available on reasonable terms.



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REPLACING OUR SOLE SOURCE SUPPLIERS FOR KEY MATERIALS COULD RESULT IN UNEXPECTED
DELAYS AND EXPENSES

         We obtain some key materials, including membranes and chemicals, from
sole source suppliers. If such materials were no longer available at a
reasonable cost from our existing suppliers, we would need to obtain supply
contracts with new suppliers for substitute materials. If we need to locate a
new supplier, the substitute or replacement materials will most likely be tested
for equivalency. Such evaluations could delay development of a product, limit
commercial sales of an FDA-approved product and cause us to incur additional
expense. In addition, the time expended for such tests could delay the marketing
of product.

PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION COULD DISCOURAGE
TAKEOVER TRANSACTIONS THAT A STOCKHOLDER MIGHT CONSIDER TO BE IN ITS BEST
INTEREST

         Certain provisions of our Restated Certificate of Incorporation and
by-laws, as well as our stockholders rights plan, could discourage others from
initiating a potential merger, takeover or other change of control transaction,
including a potential transaction at a premium over market price that a
stockholder might consider to be in its best interest.

TRANSACTIONS BY SOCIETE GENERALE MAY AFFECT THE PRICE OF OUR COMMON STOCK

         We have an equity line financing agreement with Societe Generale. From
time to time, if we use this facility, within limitations specified in the
equity line facility, Societe Generale may engage in short sales, short sales
against the box, puts and calls and other transactions in our common stock, and
may sell and deliver the shares in connection with these transactions or to
settle securities loans. If Societe Generale engages in such transactions, the
price of our common stock may be adversely affected.

INDUSTRY RISKS

INTENSE COMPETITION COULD HARM OUR FINANCIAL PERFORMANCE

         The biotechnology and pharmaceutical industries are highly competitive.
There are a number of companies, universities and research organizations
actively engaged in research and development of products that may be similar to
Hemopure. Increased competition could diminish our ability to become profitable
or affect our profitability in the future. Our existing and potential
competitors:

         -        are conducting clinical trials of their products;

         -        may have substantially greater resources than we do and may be
                  better equipped to develop, manufacture and market their
                  products;

         -        may have their products approved for marketing prior to
                  Hemopure; and

         -        may develop superior technologies or products rendering our
                  technology and products non-competitive or obsolete.



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STRINGENT, ONGOING GOVERNMENT REGULATION AND INSPECTION OF OUR PRODUCTS COULD
LEAD TO DELAYS IN THE MANUFACTURE, MARKETING AND SALE OF OUR PRODUCTS

         The FDA continues to review products even after they receive FDA
approval. If and when the FDA approves Hemopure, its manufacture and marketing
will be subject to ongoing regulation, including compliance with current good
manufacturing practices, adverse event reporting requirements and the FDA's
general prohibitions against promoting products for unapproved or "off-label"
uses. We are also subject to inspection and market surveillance by the FDA for
compliance with these and other requirements. Any enforcement action resulting
from failure to comply with these requirements could affect the manufacture and
marketing of Hemopure. In addition, the FDA could withdraw a previously approved
product from the market upon receipt of newly discovered information.
Furthermore, the FDA could require us to conduct additional, and potentially
expensive, studies in areas outside our approved indications.

         We will be subject to a variety of regulations governing clinical
trials and sales of our products outside the United States. Whether or not FDA
approval has been obtained, we must secure approval of a product by the
comparable non-U.S. regulatory authorities prior to the commencement of
marketing of the product in a country. The approval process varies from country
to country and the time needed to secure additional approvals may be longer than
that required for FDA approval. These applications may require the completion of
additional preclinical and clinical studies and disclosure of information
relating to manufacturing and controls. Unanticipated changes in existing
regulations or the adoption of new regulations could affect the manufacture and
marketing of our products.

HEALTH CARE REFORM AND CONTROLS ON HEALTH CARE SPENDING MAY LIMIT THE PRICE WE
CHARGE FOR HEMOPURE AND THE AMOUNT WE CAN SELL

         The federal government and private insurers have considered ways to
change, and have changed, the manner in which health care services are provided
in the United States. Potential approaches and changes in recent years include
controls on health care spending and the creation of large purchasing groups. In
the future, it is possible that the government may institute price controls and
limits on Medicare and Medicaid spending. These controls and limits might affect
the payments we collect from sales of our products. Assuming we succeed in
bringing Hemopure to market, uncertainties regarding future health care reform
and private market practices could affect our ability to sell Hemopure in large
quantities at profitable pricing.

UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT COULD AFFECT OUR PROFITABILITY

         Sales of medical products largely depend on the reimbursement of
patients' medical expenses by governmental health care programs and private
health insurers. There is no guarantee that governmental health care programs or
private health insurers will reimburse our sales of Hemopure, or permit us to
sell our product at high enough prices to generate a profit.




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RISKS OF OWNERSHIP OF OUR STOCK

POTENTIAL FOR DILUTION AND DECLINE OF THE PRICE OF OUR SHARES

         Our cash on hand is estimated to be sufficient to continue operations
into the third quarter of 2003. We will be required to obtain additional funds
and may seek to do so by sales of equity securities.

         Any additional sale of shares pursuant to the equity line facility or
otherwise will have a dilutive effect on our existing stockholders. Subsequent
sales of these shares in the open market could also have the effect of lowering
our stock price, thereby increasing the number of shares issuable and
consequently further diluting our outstanding shares. These sales could have an
immediate adverse effect on the market price of the shares and could result in
dilution to the holders of our shares.

         In the event that we were able, in spite of the various restrictions
contained in the equity line facility described above, including a minimum
market price for our stock, to draw down the maximum amount of 5,000,000 shares
under the facility, these would represent nearly 20% of our shares outstanding
as of June 12, 2002.

         The perceived risk associated with the possible sale of a large number
of shares could cause some of our stockholders to sell their stock, thus causing
the price of our stock to decline. In addition, actual or anticipated downward
pressure on our stock price due to actual or anticipated sales of stock could
cause some institutions or individuals to engage in short sales of our common
stock, which may itself cause the price of our stock to decline.

         If our stock price declines, we may be unable to raise additional
capital. A sustained inability to raise capital could force us to go out of
business. Significant declines in the price of our common stock could also
impede our ability to attract and retain qualified employees, reduce the
liquidity of our common stock and result in the delisting of our common stock
from The Nasdaq Stock Market.

SHARES ELIGIBLE FOR FUTURE SALE MAY CAUSE THE MARKET PRICE FOR OUR COMMON STOCK
TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL

         We cannot predict the effect, if any, that future sales of our common
stock or the availability of shares for future sale will have on the market
price of our common stock from time to time. As of April 30, 2002, we had
outstanding 28,507,269 shares of our common stock. Of these shares,
substantially all are either freely tradable in the public market, unless
acquired by our affiliates, or are "restricted securities" as that term is
defined in Rule 144 under the Securities Act of 1933 and eligible for immediate
sale in the public market pursuant to Rule 144, subject to certain volume and
manner of sale limitations. Approximately 1,518,090 shares of common stock
underlying stock options outstanding as of April 30, 2002 under our stock option
plans are available for immediate sale in the public market. There were also
1,238,023 shares of our common stock underlying warrants outstanding as of April
30, 2002. Other shares of our common stock issued in the future may become
available for resale in the public market from time to time, and the market
price of shares of our common stock could drop significantly if the holders of
these shares sell them or are perceived by the market as intending to sell them.


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OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE, WHICH MAY
ADVERSELY AFFECT HOLDERS OF OUR STOCK AND OUR ABILITY TO RAISE CAPITAL

         The trading price of our common stock has been and is likely to
continue to be extremely volatile. Our stock price and trading volume could be
subject to wide fluctuations in response to a variety of factors, including the
following:

         -        actual or potential clinical trial results relating to
                  products under development by us or our competitors;

         -        delays in our testing and development schedules;

         -        events or announcements relating to our relationships with
                  others;

         -        announcements of technological innovations or new products by
                  us or our competitors;

         -        developments or disputes concerning patents or proprietary
                  rights;

         -        regulatory developments in the United States and foreign
                  countries;

         -        FDA approval of Hemopure or competitors' products;

         -        economic and other factors, as well as period-to-period
                  fluctuations in our financial results;

         -        market conditions for pharmaceutical and biotechnology stocks;
                  and

         -        publicity regarding actual or potential medical results
                  relating to products under development by us or our
                  competitors.

External factors may also adversely affect the market price for our common
stock. Our common stock currently trades on The Nasdaq Stock Market. The price
and liquidity of our common stock may be significantly affected by the overall
trading activity and market factors on The Nasdaq Stock Market.



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