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 and our other
SEC filings 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 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 $2,411,000 for the year ended July 31, 2003. We have continued
to incur losses since July 2003. In addition, we had a working capital deficit
of approximately $2,404,000 as of July 31, 2003 and an accumulated deficit of
approximately $63,974,000 as of July 31, 2003. We may never achieve revenue
sufficient for us to attain profitability.

Our profitability will depend on our ability to develop, obtain regulatory
approvals for, and effectively market ONCONASE(R) as 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; and

      o     The occurrence of manufacturing or distribution disruptions.

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.


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

At July 31, 2003, we had federal net operating loss carryforwards of
approximately $39,600,000 that expire from 2004 to 2023. We also had research
and experimentation tax credit carryforwards of approximately $1,186,000 that
expire from 2004 to 2023. 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. In
December 2002, we realized net proceeds of an additional $231,000 from the sale
of our allocated tax benefits. We will attempt to sell our remaining tax
benefits balance of approximately $1,100,000 between July 1, 2003 and June 30,
2004, 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 marketing registrations for
ONCONASE(R) in the United States with the FDA and in Europe with the EMEA. As a
result of our continuing losses and lack of capital, the report of our former
independent auditors on our July 31, 2003 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, 2003 do not
include any adjustments that might result from the outcome of this uncertainty.
If the results from our current clinical trial do not demonstrate 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 continue
operations. We believe our current operating levels require $160,000 of cash per
month. Presently, our cash balance is sufficient to fund our operations in the
near term. At July 31, 2003, we had a total of $644,023 in unpaid payroll and
$240,784 in unpaid payroll taxes. To date, all unpaid payroll taxes have been
fully satisfied. In addition, $115,000 in unpaid payroll was paid and since July
31, 2003, we have been current in our payroll and payroll taxes. We continue to
seek additional capital financing through the sales of equity in private
placements, sale of our tax benefits and exercise of stock options and warrants
but cannot be sure that we will be able to raise capital on favorable terms or
at all.

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, specifically in the second part of
the Phase III clinical trial which is still in the enrollment stage, could delay
completion of the clinical study and increase its costs which could delay the
commercial sale of ONCONASE(R).

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


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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 ONCONASE(R) until pre-clinical and clinical trials have been
completed.

If we fail to obtain the necessary regulatory approvals, we will not be allowed
to commercialize our drugs and will not generate product revenue.

The FDA and comparable regulatory agencies in foreign countries impose
substantial pre-market approval requirements on the introduction of
pharmaceutical products. These requirements involve 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 ONCONASE(R) 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. Even if we receive
regulatory approval, such approval may involve limitations on the indicated uses
for which we may market our products. Further, even after approval, discovery of
previously unknown problems could result in additional restrictions, including
withdrawal of our products.

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 for ONCONASE(R) 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.


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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 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.

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 United States 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 United States patent
applications each relating to a Subject Invention, as that term is defined in
our Cooperative Research and Development Agreement, to which we and the National
Institutes of Health, or NIH, are parties. (These applications may no longer be
pending.) 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, 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


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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 sale of new drugs for humans.
Product liability claims can be expensive to defend and may result in large
judgments 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.

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. Over the
past three years, the weekly trading volume was as low as 4,160 shares per week
and as high as 706,280 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 years, the sale price for our common stock, as reported by
Nasdaq and the OTC Bulletin Board has fluctuated from a low of $0.18 to a high
of $4.51. 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.


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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. In
September 2003, our Board of Directors designated 200,000 of the 1,000,000
shares of preferred stock as Series A Preferred Stock. 105,666 shares of our
Series A Preferred Stock has been reserved for issuance upon the conversion of
certain of our outstanding notes. 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 our
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 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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