Exhibit 99.1

        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

Development  Stage Company,  Accumulated  Deficit,  Stockholders'  Deficienc and
Uncertainty of Future Profitability.  The Company is a development stage company
which is  subject  to all of the  risks  and  uncertainties  of such a  company,
including  uncertainties  of product  development,  constraints on financial and
personnel resources and dependence upon and need for third party financing.  The
Company's  profitability  will depend  primarily upon its success in developing,
obtaining regulatory approvals for, and effectively marketing ONCONASE. ONCONASE
has not been approved by the United States Food and Drug Administration ("FDA").
Potential  investors  should be aware of the  difficulties  a development  stage
enterprise  encounters,  especially  in view of the intense  competition  in the
pharmaceutical industry in which the Company competes. There can be no assurance
that the Company's plans will either  materialize or prove successful,  that its
products under development will be successfully  developed or that such products
will generate revenues sufficient to enable the Company to earn a profit.  Since
the  Company's  incorporation  in 1981,  a  significant  source  of cash for the
Company has been public and private  placements of its  securities.  At July 31,
1999, the Company had an accumulated deficit of approximately $54,954,000, and a
total stockholders'  equity of approximately  $757,000.  The Company anticipates
that it will continue to incur substantial  losses in the future. The Company is
pursuing  licensing,  marketing and development  arrangements that may result in
contract revenue to the Company prior to its receiving  revenues from commercial
sales of ONCONASE.  To date,  the Company has not  received  any such  revenues.
There  can  be  no  assurance,  however,  that  the  Company  will  be  able  to
successfully consummate any such arrangements.

Need for, and Uncertainty of, Future Financing. The Company is currently funding
research and development of its products from cash reserves. Until the Company's
operations generate  significant  revenues,  cash reserves will continue to fund
operations.  The Company  believes that its cash and cash equivalents as of July
31, 1999 will be sufficient to meet its  anticipated  cash needs through January
2000.  The  report  of the  Company's  independent  auditors  on  the  Company's
financial  statements,   included  elsewhere  herein,  includes  an  explanatory
paragraph  which states that the Company's  recurring  losses and limited liquid
resources raise  substantial  doubt about the Company's ability to continue as a
going concern.

The  Company's  continued  operations  will  depend  on  its  ability  to  raise
additional  funds  through  various  potential  sources  such as equity and debt
financing,   collaborative  agreements,   strategic  alliances,   sales  of  tax
carryforwards  and research and  development  tax credits and revenues  from the
commercial  sale of  ONCONASE,  however  there  can be no  assurance  that  such
additional  funds will  become  available.  The  ability of the Company to raise
additional  capital through the sale of its securities will primarily  depend on
the  outcome  of  the  Phase  III  clinical  trial  for  ONCONASE  for  treating
unresectable  malignant  mesothelioma.  However, the ability to raise funding at
that time may be dependent  upon other  factors  including  without  limitation,
market  conditions,  and  there can be no  assurance  that  such  funds  will be
available.  The Company is in the process of analyzing the Phase III data of its
clinical trial for  unresectable  malignant  mesothelioma  in preparation  for a
Pre-NDA meeting with the FDA.

Uncertainty  Associated with Clinical  Testing.  Historical  results of clinical
testing of approved  products and those under  development  are not  necessarily
predictive of future results. There can be no assurance that clinical studies of
products  under  development  will  demonstrate  the safety and efficacy of such
products.  The failure to  adequately  demonstrate  the safety and efficacy of a
therapeutic product could


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<PAGE>



delay or prevent regulatory  approval of the product.  There can be no assurance
that  unacceptable  toxicities or side effects will not occur at any time in the
course  of human  clinical  trials.  The  appearance  of any  such  unacceptable
toxicities  or  side  effects  could  interrupt,   limit,  delay  or  abort  the
development  of  any  of  the  Company's  drugs.  Furthermore,  there  can be no
assurance that disease  resistance  will not limit the efficacy of the Company's
current and future drugs, if any.  Delays in planned  patient  enrollment in the
Company's  current  clinical  trials or future  clinical  trials  may  result in
increased costs, program delays or both.

Government Regulation; No Assurance of FDA Approval. The pharmaceutical industry
in the United States is subject to stringent governmental  regulation.  The sale
of  ONCONASE  for use in humans in the  United  States  will  require  the prior
approval of the FDA.  Similar  approvals by comparable  regulatory  agencies are
required in most foreign countries. The FDA has established mandatory procedures
and safety  standards  which  apply to the  clinical  testing,  manufacture  and
marketing of pharmaceutical  products.  Pharmaceutical  manufacturing facilities
are also regulated by state, local and other authorities. Obtaining FDA approval
for a new  therapeutic  drug may take  several  years  and  involve  substantial
expenditures.  ONCONASE has not been  approved for sale in the United  States or
elsewhere.  There can be no assurance  that the data from the Phase II and Phase
III clinical trials for unresectable  malignant  mesothelioma will be sufficient
for an NDA approval, or that the Company will be able to obtain FDA approval for
ONCONASE or any of its future products. Failure to obtain requisite governmental
approvals or failure to obtain  approvals of the scope  requested  will delay or
preclude the Company from marketing its products while under patent  protection,
or limit the  commercial  use of the  products,  and thereby may have a material
adverse effect on the Company's liquidity and financial condition. Further, even
if governmental approval is obtained,  new drugs are subject to continual review
and a later discovery of previously  unknown problems may result in restrictions
on the particular product, including withdrawal of such product from the market.

Uncertain  Ability to Protect  Patents and Proprietary  Technology.  The Company
believes it is  important  to develop new  technology  and improve its  existing
technology.  When appropriate,  the Company files patent applications to protect
inventions  in which it has an  ownership  interest.  The Company  owns six U.S.
Patents:  (i)  U.S.  Patent  No.  4,888,172  issued  in  1989,  which  covers  a
pharmaceutical  produced  from  fertilized  frog  eggs and the  methodology  for
producing  it; (ii) U.S.  Patent No.  5,559,212  issued in 1996 which covers the
amino acid sequence of ONCONASE; (iii) U.S. Patents Nos. 5,529,775 and 5,540,925
issued  in 1996 and U.S.  Patent  No.  5,595,734  issued  in 1997,  which  cover
combinations  of ONCONASE  with  certain  other  pharmaceuticals;  and (iv) U.S.
Patent  No.  5,728,805  issued  in 1998  which  covers a family of  variants  of
ONCONASE.  The Company owns three European  patents which have been validated in
certain  European  countries.  These European  patents cover  ONCONASE,  process
technology for making ONCONASE,  and combinations of ONCONASE with certain other
chemotherapeutics.  The Company also owns other patent  applications,  which are
pending in the United States, Europe, and Japan. Additionally,  the Company owns
one  Japanese  patent and an  undivided  interest in two  applications  that are
pending in the United  States.  Each of these  applications  relate to a Subject
Invention  (as that term is  defined in  cooperative  research  and  development
agreements  to which the  Company  and the  National  Institutes  of Health  are
parties). Patents covering biotechnological  inventions have an uncertain scope,
and  the  Company  is  subject  to  this   uncertainty.   The  Company's  patent
applications may not issue as patents.  Moreover,  the Company's patents may not
provide the Company with competitive advantages and may not withstand challenges
by others. Likewise, patents owned by others may adversely affect the ability of
the  Company  to do  business.  Furthermore,  others may  independently  develop
similar products,  may duplicate the Company's  products,  and may design around
patents owned by the Company. The Company's patent protection is limited to that
afforded


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under the claims of its issued patents, unless and until other patent protection
is available to the Company.  Although the Company believes that its patents and
patent  applications  are of substantial  value to the Company,  there can be no
assurance  that such patents will be of  substantial  commercial  benefit to the
Company,  will afford the Company adequate protection from competing products or
will not be challenged or declared invalid.  The Company expects that there will
continue to be  significant  litigation  in the industry  regarding  patents and
other  proprietary  rights and, if the Company  were to become  involved in such
litigation,  there  could  be no  assurance  that  the  Company  would  have the
resources necessary to litigate the contested issues effectively.

Intense Competition and Technological Obsolescence. There are several companies,
universities,    research    teams   and    scientists,    both    private   and
government-sponsored,   which  engage  in  developing   products  for  the  same
indications  as the Company.  Many of these entities and  associations  have far
greater financial resources,  larger research staffs and more extensive physical
facilities than the Company.  Several  competitors are more experienced and have
substantially  greater  clinical,  marketing  and  regulatory  capabilities  and
managerial  resources than the Company.  Such  competitors  may succeed in their
research and  development  of products for the same  indications  as the Company
prior to the Company achieving any measure of success in its efforts.

The number of persons skilled in the research and development of  pharmaceutical
products is limited and significant competition exists for such individuals.  As
a result of this competition and the Company's  limited  resources,  the Company
may find it difficult  to attract and retain  skilled  individuals  to research,
develop and investigate anti-cancer drugs in the future.

The business in which the Company is engaged is highly  competitive and involves
rapid changes in the technologies of discovering,  investigating  and developing
new drugs. Rapid technological development by others may result in the Company's
products becoming obsolete before the Company recovers a significant  portion of
the research,  development and commercialization  expenses incurred with respect
to those  products.  Competitors of the Company are numerous and are expected to
increase as new technologies  become  available.  The Company's  success depends
upon developing and maintaining a competitive position in the development of new
drugs and technologies in its area of focus.  There can be no assurance that, if
attained,  the Company  will be able to maintain a  competitive  position in the
pharmaceutical industry.

Uncertain  Availability of Health Care  Reimbursement.  The Company's ability to
commercialize  its product  candidates may depend in part on the extent to which
reimbursement  for the costs of such product will be available  from  government
health   administration   authorities,   private  health  insurers  and  others.
Significant  uncertainty exists as to the reimbursement status of newly approved
health care products.  There can be no assurance of the availability of adequate
third-party  insurance  reimbursement  coverage  that  enables  the  Company  to
establish and maintain price levels sufficient for realization of an appropriate
return on its  investment  in  developing  its  products.  Government  and other
third-party  payors are increasingly  attempting to contain health care costs by
limiting  both  coverage  and the  level of  reimbursement  for new  therapeutic
products  approved for marketing by the FDA and by refusing,  in some cases,  to
provide any coverage for uses of approved  products for disease  indications for
which the FDA has not  granted  marketing  approval.  If adequate  coverage  and
reimbursement  levels are not provided by government and third-party  payors for
uses of the  Company's  product  candidates,  the  market  acceptance  of  these
products would be adversely affected.


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Potential Product Liability. The use of the Company's products during testing or
after  regulatory  approval  entails an inherent  risk of adverse  effects which
could  expose the Company to product  liability  claims.  The Company  maintains
product  liability  insurance  coverage in the total  amount of  $6,000,000  for
claims  arising  from the use of its  products in clinical  trials  prior to FDA
approval.  There can be no  assurance  that the Company will be able to maintain
its existing  insurance  coverage or obtain coverage for the use of its products
in the future. Management believes that the Company maintains adequate insurance
coverage for the operation of its business at this time,  however,  there can be
no assurance that such insurance coverage and the resources of the Company would
be sufficient to satisfy any liability resulting from product liability claims.

Dependence  Upon Key  Personnel.  The  Company is  currently  managed by a small
number of key  management  and operating  personnel,  whose efforts will largely
determine  the  Company's  success.  The  loss  of  key  management   personnel,
particularly Kuslima Shogen, the Company's Chairman and Chief Executive Officer,
would likely have a material adverse effect on the Company.  The Company carries
key  person  life  insurance  on the  life of Ms.  Shogen  with a face  value of
$1,000,000.

Dependence  on Third Parties for  Manufacturing.  The Company does not currently
have facilities  capable of manufacturing  its product in commercial  quantities
and, for the foreseeable future, the Company intends to rely on third parties to
manufacture  its  product.  If the Company  were to  establish  a  manufacturing
facility,  which it currently  does not intend to do, the Company  would require
substantial   additional  funds  and  would  be  required  to  hire  and  retain
significant  additional  personnel  to comply with the  extensive  current  Good
Manufacturing Practices regulations of the FDA applicable to such a facility. No
assurance  can be given that the  Company  would be able to make the  transition
successfully to commercial production, if it chose to do so.

Dependence on Third Parties for Marketing; No Marketing Experience.  Neither the
Company  nor any of its  officers  or  employees  has  pharmaceutical  marketing
experience.  The  Company  intends  to  enter  into  development  and  marketing
agreements with third parties.  The Company expects that under such arrangements
it would act as a co-promotion partner or would grant exclusive marketing rights
to its  corporate  partners in return for upfront fees,  milestone  payments and
royalties on sales. Under these agreements,  the Company's marketing partner may
have the responsibility for a significant  portion of development of the product
and  regulatory  approval.  In the event  that the  marketing  partner  fails to
develop a  marketable  product  or fails to market a product  successfully,  the
Company's business may be adversely affected.  If the Company were to market its
products itself,  significant  additional  expenditures and management resources
would be  required  to  develop  an  internal  sales  force  and there can be no
assurance  that the Company would be successful in  penetrating  the markets for
any  products  developed  or  that  internal  marketing  capabilities  would  be
developed at all.

Limited  Public Market and  Liquidity.  As of April 28, 1999, the Company Common
Stock was traded on the OTC Bulletin Board and is not traded on any exchange nor
quoted on the National  Association of Securities  Dealers  Automated  Quotation
("NASDAQ").   As  a   consequence,   trading   of  the   common   stock  in  the
over-the-counter  market is limited. A limited trading market could result in an
investor being unable to liquidate his or her investment.

Volatility  of Stock Price.  The market price of the  Company's  common stock is
volatile,  and the price of the stock could be dramatically  affected one way or
another depending on numerous factors.  Following the Company's  announcement on
July 15, 1998 of the termination of the Phase III clinical trials for pancreatic
cancer,  the price of the  Company's  stock price  dropped by  approximately  70
percent. The


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market price of the Company's common stock could also be materially  affected by
the  results  of  the  Phase  III  clinical  trial  for  unresectable  malignant
mesothelioma.  Announcements  by the Company or others  regarding  its operating
results,  corporate reorganization matters,  existing and future collaborations,
results of clinical trials, scientific discoveries,  technological  innovations,
commercial  products,  patents or proprietary  rights or regulatory  actions may
have a significant effect on the market price of the Common Stock.  Fluctuations
in  financial  performance  from  period to period  also may have a  significant
impact on the market price of the Common Stock.

Use of Hazardous  Materials.  The Company's research and development  activities
involve  the  controlled  use of  hazardous  materials,  chemicals,  and various
radioactive compounds.  Although the Company believes that its safety procedures
for  handling  and  disposing  of  such  materials  comply  with  the  standards
prescribed   by  state  and  federal   regulations,   the  risk  of   accidental
contamination or injury from these materials cannot be completely eliminated. In
the event of such an accident,  the Company could be held liable for any damages
that result and any liability could have an adverse effect on the Company.



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