Exhibit 99.1

        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

         An investment in our common stock is speculative and involves a high
degree of risk. You should carefully consider the risks and uncertainties
described below and the other information in this annual report before deciding
whether to purchase shares of our common stock. The risks described below are
not the only ones facing our company. Additional risks not presently known to us
or that we currently believe to be immaterial may also adversely affect our
business. If any of the following risks actually occur, our business and
operating results could be harmed. This could cause the trading price of our
common stock to decline, and you may lose all or part of your investment.

We have incurred losses since inception and anticipate that we will incur
continued losses for the foreseeable future. We do not have a current source of
product revenue and may never be profitable.

         We expect to continue to incur substantial operating losses in the
future and we may never be profitable.

         We are a development stage company and since our inception, our source
of working capital has been public and private sales of our stock. We incurred a
net loss of approximately $2,591,000 for the year ended July 31, 2002. We have
continued to incur losses since July 2002. In addition, we had working capital
deficit of approximately $1,667,000 as of July 31, 2002 and an accumulated
deficit of approximately $61,563,000 as of July 31, 2002. We may never achieve
revenue sufficient for us to attain profitability.

         We may be unsuccessful in our efforts to commercialize our
pharmaceutical products such as ONCONASE(R).

         Our profitability will depend on our ability to develop, obtain
regulatory approvals for, and effectively market ONCONASE(R) and well as
entering into strategic alliances for the development of new drug candidates
from the out-licensing of our proprietary RNase technology. The
commercialization of our pharmaceutical products involves a number of
significant challenges. In particular our ability to commercialize ONCONASE(R)
depends on the success of our clinical development programs, our efforts to
obtain regulatory approval and our sales and marketing efforts directed at
physicians, patients and third-party payors. A number of factors could effect
these efforts including:

      o     Our ability to demonstrate clinically that our products have utility
            and are safe;
      o     Delays or refusals by regulatory authorities in granting marketing
            approvals;
      o     Our limited financial resources and selection of a marketing partner
            relative to our competitors;
      o     The availability and level of reimbursement for our products by
            third party payors;
      o     Incidents of adverse reactions to our products;
      o     Side effects or misuse of our products and unfavorable publicity
            that could result;
      o     The occurrence of manufacturing or distribution disruptions.
      o     Ultimately, our efforts may not prove to be as effective as the
            efforts of our competitors.

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         We will seek to generate revenue through licensing, marketing and
development arrangements prior to receiving revenue from the sale of our
products, but we may not be able to successfully consummate any licensing,
marketing or development arrangements. We, therefore, are unable to predict the
extent of any future losses or the time required to achieve profitability, if at
all.

We may not be able to utilize all of our net operating loss carryforwards.

         At July 31, 2002, we had federal net operating loss carryforwards of
approximately $41,000,000 that expire from 2003 to 2022. We also had research
and experimentation tax credit carryforwards of approximately $1,250,000 that
expire from 2003 to 2022. New Jersey has enacted legislature permitting certain
corporations located in New Jersey to sell state tax loss carryforwards and
state research and development credits, or tax benefits. In December 1999, we
realized net proceeds of $756,000 from the sale of our allocated tax benefits.
In December 2000, we realized net proceeds of an additional $451,000 from the
sale of our allocated tax benefits. In December 2001, we realized net proceeds
of an additional $354,000 from the sale of our allocated tax benefits. We will
attempt to sell our remaining approximately $1,051,000 net operating loss
carryforwards between July 1, 2002 and June 30, 2003, but, as there is a limited
market for these types of sales, we cannot predict whether we will be
successful.

We need additional financing to continue operations and this financing may not
be available on acceptable terms, if it is available at all.

         We need additional financing in order to continue operations, including
completion of our current clinical trials and filing an NDA. As a result of our
continuing losses and lack of capital, the report of our independent auditors on
our July 31, 2002 financial statements included an explanatory paragraph which
states that our recurring losses, working capital deficit and limited liquid
resources raise substantial doubt about our ability to continue as a going
concern. Our financial statements at July 31, 2002 do not include any
adjustments that might result from the outcome of this uncertainty. If the
results from our current clinical trial do not indicate the efficacy and safety
of ONCONASE(R) for malignant mesothelioma, our ability to raise additional
capital will be adversely affected. Even if regulatory applications for
marketing approvals are filed, we will need additional financing to complete the
approval process. As we have no liquid resources and significant liabilities, we
need to raise additional capital in order to remain in operation. We believe our
current operating levels require $160,000 of cash per month. We do not presently
maintain the cash balance needed to fund our operations. In the near term, we
expect to seek additional capital financing through the sales of equity in
private placements but cannot be sure that we will be able to raise capital on
favorable terms or at all. In addition, we expect some funds to be available
through loans from our Chief Executive Officer, although no such loans are
required to be made. We will need additional financing to fund our operations
once these sources if received, are exhausted. We cannot be sure these funds
will be received; however, if the funds are received they will assist us in
satisfying our liquidity needs.

Our clinical trials could take longer to complete and cost more than we expect.

         Clinical trials are very costly and time consuming. The length of time
required to complete a clinical trial depends on several factors including the
size of the patient population, the ability of patients to get to the site of
the clinical study, and the criteria for determining which patients are eligible
to join the study. Delays in patient enrollment could delay completion of the
clinical study and increase its costs which could delay the commercial sale of
the drug that is the subject of the clinical trial.

         The FDA and comparable regulatory agencies in foreign countries impose
substantial pre-market approval requirements on the introduction of
pharmaceutical products. These requirements involve

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lengthy and detailed pre-clinical and clinical testing and other costly and time
consuming procedures. Satisfaction of these requirements typically takes several
years depending on the type of complexity and novelty of the product. While
limited trials with our product has produced favorable results we cannot apply
for FDA or EMEA approval to market our first product under development until
pre-clinical and clinical trials have been completed. Several factors could
prevent the successful completion or cause significant delays of these trials
including an inability to enroll the required number of patients or failure to
demonstrate the product is safe and effective in humans. If safety concerns
develop, the FDA and EMEA could stop our trials before completion.

         All statutes and regulations governing the conduct of clinical trials
are subject to change by various regulatory agencies, including the FDA, in the
future, which could affect the cost and duration of our clinical trials. Any
unanticipated costs or delays in our clinical studies would delay our ability to
generate product revenues and to raise additional capital and could cause us to
be unable to fund the completion of the studies.

         We may not market or sell any product for which we have not obtained
regulatory approval. We can not assure that the FDA or other regulatory agencies
will ever approve the use of our products that are under development.

         If we fail to obtain the necessary regulatory approvals, we cannot
market or sell our products in the United States, or in other countries and our
long-term viability would be threatened. If we fail to achieve regulatory
approval or foreign marketing authorizations of our first product candidate we
will not have a saleable product or product revenues for quite some time, if at
all, and may not be able to continue operations.

We are and will be dependent upon third parties for manufacturing, and will be
dependent on third parties for marketing, our products. If these third parties
do not devote sufficient time and resources to our products our revenues and
profits may be adversely affected.

         We do not have the facilities or expertise to manufacture or market our
products. We presently rely on third parties to perform certain of the
manufacturing processes for the production of ONCONASE(R) for use in clinical
trials. We intend to rely on third parties to manufacture and market our
products if they are approved for sale by the appropriate regulatory agencies
and are commercialized. Third party manufacturers may not be able to meet our
needs with respect to the timing, quantity or quality of our products or to
supply products on acceptable terms.

Our product candidates may not be accepted by the market.

         Even if approved by the FDA and other regulatory authorities, our
product candidates may not achieve market acceptance, which means we would not
receive significant revenues from these products. Approval by the FDA does not
necessarily mean that the medical community will be convinced of the relative
safety, efficacy and cost-effectiveness of our products as compared to other
products. In addition, third party reimbursers such as insurance companies and
HMOs may be reluctant to reimburse expenses relating to our products.

We depend upon key personnel and may not be able to retain these employees or
recruit qualified replacement or additional personnel, which would harm our
business.

         Because of the specialized scientific nature of our business, we are
highly dependent upon qualified scientific, technical and management employees.
There is intense competition for qualified personnel in the pharmaceutical
field. Therefore the loss of key scientific, technical or management
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personnel, particularly Kuslima Shogen, our Chairman and Chief Executive
Officer, would most likely delay our clinical trials, the commercialization of
our products and the potential revenue from product sales. We carry key person
life insurance on the life of Ms. Shogen with a face value of $1,000,000, but
this amount may not be sufficient to cover our losses from any of these delays.

Our proprietary technology and patents may offer only limited protection against
infringement and the development by our competitors of competitive products.

         We currently own 10 U.S. patents, four European patents and one
Japanese patent. We also have patent applications that are pending in the United
States, Europe and Japan, and an undivided interest in two patents in the United
States each relating to a Subject Invention, as that term is defined in our
CRADA to which we and the NIH are parties. The scope of protection afforded by
patents for biotechnological inventions can be uncertain, and such uncertainty
may apply to our patents as well. Therefore, our patents may not give us
competitive advantages or afford us adequate protection from competing products.
Furthermore, others may independently develop products that are similar to our
products, and may design around the claims of our patents.

         Patent litigation and intellectual property litigation are expensive.
If we were to become involved in litigation, due to our limited capital
resources and negative cash flow, we might not have the funds or other resources
necessary to carry on the litigation in an effective manner. This may prevent us
from protecting our patents or defending against claims of infringement.

Developments by competitors may render our products obsolete or non-competitive.

         Currently, there are no approved systemic treatments for malignant
mesothelioma. To our knowledge, no other company is developing a product with
the same mechanism of action as ONCONASE(R). Several companies, universities,
research teams and scientists are developing products to treat the same medical
conditions our products are intended to treat. Some of our competitors,
including Eli Lilly, are more experienced and have greater clinical, marketing
and regulatory capabilities and managerial and financial resources than we do.
This may enable them to develop products to treat the same medical conditions
our products are intended to treat before we are able to complete the
development of our competing product.

         Our business is very competitive and involves rapid changes in the
technologies involved in developing new drugs. If others experience rapid
technological development, our products may become obsolete before we are able
to recover expenses incurred in developing our products. We will probably face
new competitors as new technologies develop. Our success depends on our ability
to remain competitive in the development of new drugs. We may not be able to
compete successfully.

We may be sued for product liability.

         Our business exposes us to potential product liability that may have a
negative effect on our financial performance and our business generally. The
administration of drugs to humans, whether in clinical trials or commercially,
exposes us to potential product and professional liability risks which are
inherent in the testing, production, marketing and sales of new drugs for
humans. Product liability claims can be expensive to defend and may result in
large judgements or settlements against us which could have a negative effect on
our financial performance and materially adversely affect our business. We
maintain product liability insurance but our insurance coverage may not be
sufficient to cover claims. Furthermore, we cannot be certain that we will
always be able to maintain or increase our insurance coverage at an affordable
price. Even if a product liability claim is not successful, adverse publicity
and time and expense of defending such a claim may significantly interfere with
our business.

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Our stock is thinly traded and you may not be able to sell our stock when you
want to do so.

         There has been no established trading market for our common stock since
the stock was delisted from Nasdaq in April 1999. Since then our common stock
has been quoted on the OTC Bulletin Board, and is currently thinly traded. From
December 2000 through October 2002, the weekly trading volume was as low as 200
shares per week and only as high as 213,500 shares for any week in such period.
You may be unable to sell our common stock when you want to do so if the trading
market continues to be limited.

The price of our common stock has been, and may continue to be, volatile.

         The market price of our common stock, like that of the securities of
many other development stage biotechnology companies, has fluctuated over a wide
range and it is likely that the price of our common stock will fluctuate in the
future. Over the past three fiscal years, the sale price for our common stock,
as reported by Nasdaq and the OTC Bulletin Board has fluctuated from a low of
$0.33 to a high of $3.88. The market price of our common stock could be impacted
by a variety of factors, including:

      o     announcements of technological innovations or new commercial
            products by us or our competitors,
      o     disclosure of the results of pre-clinical testing and clinical
            trials by us or our competitors,
      o     disclosure of the results of regulatory proceedings,
      o     changes in government regulation,
      o     developments in the patents or other proprietary rights owned or
            licensed by us or our competitors,
      o     public concern as to the safety and efficacy of products developed
            by us or others,
      o     litigation, and
      o     general market conditions in our industry.

         In addition, the stock market continues to experience extreme price and
volume fluctuations. These fluctuations have especially affected the market
price of many biotechnology companies. Such fluctuations have often been
unrelated to the operating performance of these companies. Nonetheless, these
broad market fluctuations may negatively affect the market price of our common
stock.

Our charter documents and Delaware law may discourage a takeover of our company.

         We are currently authorized to issue 1,000,000 shares of preferred
stock. Our Board of Directors is authorized, without any approval of the
stockholders, to issue the preferred stock and determine the terms of the
preferred stock. There are no shares of preferred stock currently outstanding.
The authorized shares of preferred stock will remain available for general
corporate purposes, may be privately placed and can be used to make a change in
control of our company more difficult. Under certain circumstances, our Board of
Directors could create impediments to or frustrate persons seeking to effect a
takeover or transfer in control of our company by causing shares of preferred
stock to be issued to a stockholder who might side with the Board of Directors
in opposing a takeover bid that the Board of Directors determines is not in the
best interests of our company and its stockholders, but in which unaffiliated
stockholders may wish to participate. Furthermore, the existence of authorized
shares of preferred stock might have the effect of discouraging any attempt by a
person, through the acquisition of a substantial number of shares of common
stock, to acquire control of our company. Accordingly, the accomplishment of a
tender offer may be more difficult. This may be beneficial to management in a
hostile tender offer, but have an adverse impact on stockholders who may want to
participate in the tender offer. Consequently, the Board of Directors, without
further stockholder approval, could issue authorized shares of preferred stock
with

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rights that could adversely affect the rights of the holders of our common stock
to a stockholder which, when voted together with other securities held by
members of the Board of Directors and the executive officers and their families,
could prevent the majority stockholder vote required by our certificate of
incorporation or Delaware General Corporation Law to effect certain matters.


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