EXHIBIT 99

FORWARD-LOOKING STATEMENTS

         When used in this Form 10-KSB and in future filings by RegeneRx
Biopharmaceuticals, Inc. (the "Company") with the Securities and Exchange
Commission, in the Company's press releases or other public or shareholder
communications, and in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project" or similar expressions
are intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to certain risks and uncertainties, that could cause actual results to differ
materially from historical results and those presently anticipated or projected.
The Company wishes to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made. The Company
wishes to advise readers that the factors described below, in addition to other
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.

         The Company does not undertake--and specifically declines any
obligation--to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.

LACK OF REVENUES AND HISTORY OF LOSSES

         The Company has sustained operating losses since its inception in 1982.
It believes these losses will continue for the foreseeable future. For the year
ended December 31, 2001, the Company had no revenues from operations and as of
December 31, 2001, the Company had an accumulated deficit of $36,114,768. The
Company does not expect to have revenues from operations in fiscal 2002 or in
the foreseeable future. The Company anticipates substantial and increasing
operating losses over the next several years as it continues its research and
development efforts and seeks to obtain regulatory approval of its products.
Therefore, the Company's ability to continue operations depends on its ability
to cease operating losses and complete development of its products, obtain
regulatory approval for its products and market its products.

UNCERTAINTIES RELATED TO LIMITED CAPITAL RESOURCES

         Although no assurance can be given, the Company believes that its
current cash and investment balances will be sufficient to meet the Company's
operating needs through June 30, 2003. The cost of research and development and
clinical trials will likely require additional capital after that date and could
require additional capital before that date. The actual amount of funds that the
Company will need will be determined by many factors, some of which are beyond
the Company's control. These factors include the success of its research and
development efforts, the status of its pre-clinical and clinical testing, the
costs relating to securing approvals of the U.S. Food and Drug Administration
(the "FDA") and other regulatory authorities, the costs and timing of obtaining
new patent rights, regulatory changes, competition and technological
developments in the market.

         Potential sources of outside capital include entering strategic
business relationships, public or private sales of shares of the Company's
capital stock or debt or other similar arrangements. The Company does not have
any committed sources of outside capital at this time. It is uncertain whether
the Company will be able to obtain outside capital when it needs it or on terms
that would be acceptable. If the Company raises funds by selling additional
shares of its common stock or securities convertible into its common stock, the
ownership interest of its existing stockholders will be diluted. If the Company
is unable to obtain outside capital when needed, in the amount needed, its
business and future prospects would be materially adversely affected and it
could be forced to suspend or discontinue operations.

PRODUCT DEVELOPMENT RISK

         Although the Company was formed in 1982, it is still in the early
stages of the development of its pharmaceutical products. The Company's first
product, based on Thymosin alpha 1, was licensed and later sold to

                                 Exhibit 99 (1)

<PAGE>


SciClone and is currently on the market in twenty-three countries outside the
U.S. Presently, the Company does not have any products that have received
regulatory approval, does not expect to have any such products for several years
and may never successfully develop or commercialize any such products. The
Company's proposed products are subject to numerous risks associated with the
development of medical products. These risks include the possibilities that any
of the Company's products could be found to be ineffective or toxic, or could
fail to receive necessary regulatory approvals. In addition, the Company's
products could face obsolescence if third parties develop superior or equivalent
but less expensive products.

REGULATION

         Products which may be developed by the Company will require regulatory
approvals prior to sale. In particular, therapeutic agents and diagnostic
products are subject to approval, prior to commercial marketing, by the FDA in
the United States and by comparable agencies in most foreign countries. The
process of obtaining FDA and corresponding foreign approvals is costly and time
consuming and there can be no assurance that such approvals will be granted. Any
failure to obtain or any delay in obtaining such approvals could adversely
affect the ability of the Company to successfully market any products developed.
Also, the extent of adverse government regulation which might arise from future
legislative or administrative action cannot be predicted. The Company has not
yet received FDA approval for conducting clinical trials for Thymosin beta 4
("T(beta)4") or any other products and there can be no assurance that it will
ever receive such approvals.

DEVELOPMENT OF A SINGLE PRODUCT

         As noted above, the Company's current primary business focus is the
development of T(beta)4 for the treatment of non-healing wounds and similar
conditions. While the Company has in the past explored and may in the future
explore the use of T(beta)4 and other compounds for the treatment of other
medical conditions, such as cystic fibrosis and septic shock, it presently has
no immediate plans to develop products for such purposes. This lack of product
diversification would have a material adverse affect on the Company if it is
unsuccessful in its efforts to commercialize T(beta)4 as a wound-healing
treatment.

DEPENDENCE ON COLLABORATIVE RELATIONSHIPS

         Prior to submitting a new drug application to the FDA, Phase I, II and
III clinical trials must be conducted. Because of its limited resources, the
Company will need to enter into collaborative relationships with larger partners
to conduct these trials, whether involving T(beta)4 or other substances, or
raise additional funds to conduct these trials. The Company also plans to
contract with other companies to manufacture and market its products. The
Company may be unable to enter into such partnerships which could impede its
ability to bring products to market. No assurance can be given that any
partnerships, if entered into, will be on favorable terms or will result in the
successful development or marketing of the Company's products. If the Company is
unsuccessful in establishing advantageous clinical testing, manufacturing and
marketing relationships, the Company would face materially adverse conditions
and would likely not generate revenues sufficient to sustain profitability.

SOURCES OF SUPPLY OF RAW MATERIALS

         The Company depends on outside vendors for the supply of T(beta)4. The
Company's ability to obtain T(beta)4 at an affordable cost is affected by
various factors outside the Company's control, including the number of available
suppliers and general market demand for the material. The Company has an
agreement with one vendor pursuant to which the Company has agreed to purchase
an initial quantity of T(beta)4 and has an option to purchase an additional
quantity at a specified price. While the Company believes that the amount of
T(beta)4 available to it under this agreement is sufficient to cover its present
needs at an affordable cost, no assurance can be given in this regard.
Furthermore, once the Company has purchased and used all amounts available to it
under the agreement, it will likely need to obtain additional T(beta)4. The
Company's inability to negotiate the purchase of its required amounts of
T(beta)4 on acceptable terms would have a material adverse effect on the
Company.

                                 Exhibit 99 (2)

<PAGE>


RELIANCE UPON DR. GOLDSTEIN, MR. FINKELSTEIN, AND OTHER KEY PERSONNEL

         The Company's success will depend to a large extent on the abilities
and continued service of Dr. Goldstein and Mr. Finkelstein. The loss of Dr.
Goldstein or Mr. Finkelstein could prevent or significantly delay the
achievement of the Company's goals. The Company does not maintain a key man life
insurance policy with respect to Dr. Goldstein or Mr. Finkelstein. As the
Company grows, it will need to add additional management and other personnel.
Competition for qualified personnel in the Company's industry is intense, and
the Company's success will depend on its ability to attract and retain highly
skilled personnel. There can be no assurance that the Company's efforts to
obtain or retain such personnel will be successful.

ABILITY TO OBTAIN AND PROTECT INTELLECTUAL PROPERTY RIGHTS

         The Company's success also will depend in substantial part on its
ability to obtain, defend and enforce patents, maintain trade secrets and
operate without infringing upon the proprietary rights of others, both in the
United States and abroad. Pursuant to a research agreement with The George
Washington University ("GWU"), the Company has rights to two U.S. patents
relating to the treatment of septic shock.

         There can be no assurance that any patent applications filed by the
Company, or by others under which the Company has rights, will result in patents
being issued in the United States or foreign countries. In addition, the Company
cannot guarantee that patents which have been or will be issued will afford
meaningful protection for the Company's products. Competitors may develop
products similar to the Company's which do not conflict with the Company's
patents. Others may challenge the Company's patents and, as a result, the
Company's patents could be narrowed or invalidated. There can be no assurance
that the Company will be able to afford the legal costs associated with
defending or enforcing any of its patents.

         Pursuant to an exclusive world-wide license from the NIH, the Company
now has exclusive rights under a patent application filed by the NIH for the use
of T(beta)4 in the treatment of non-healing wounds. There can be no assurance as
to whether or when the patent will be issued or as to the scope of the patent
issued. If no patent issues from the NIH's application, the Company's ability to
commercialize T(beta)4 as a wound-healing treatment would be substantially
limited.

COMPETITION

         The Company is engaged in a business that is highly competitive.
Research and development activities for the development of drugs to treat
patients with cystic fibrosis, septic shock and non-healing wounds are being
sponsored or conducted by private and public institutions and by major
pharmaceutical companies located in the United States and a number of foreign
countries. Most of these companies and institutions have financial and human
resources that are substantially greater than those of the Company, and that
have extensive experience in conducting research and development activities and
clinical testing and in obtaining the regulatory approvals necessary to market
pharmaceutical products. With respect to wound-healing, Johnson & Johnson has
recently begun marketing of Regranex(TM) for this purpose. Another company,
Human Genome Sciences, Inc., announced on October 17, 2000 that SmithKline
Beecham Corporation had exercised rights to jointly develop a wound healing drug
with Human Genome Sciences.

                                 Exhibit 99 (3)

<PAGE>



PRODUCT LIABILITY INSURANCE

         The Company's ability to proceed with human clinical trials for
T(beta)4 is dependent on its ability to obtain sufficient product liability
insurance or to collaborate with corporate partners which have adequate
insurance. In addition, the use of the Company's products, when and if developed
and sold, will expose the Company to the risk of product liability claims.
Although the Company intends to obtain product liability insurance coverage, it
cannot guarantee that product liability insurance will continue to be available
to it on acceptable terms, or at all, or that its coverage will be sufficient to
cover all claims against it. A product liability claim, even one without merit
or for which the Company has substantial coverage, could result in significant
legal defense costs, thereby exposing the Company to expenses significantly in
excess of its revenues.

PRODUCT REIMBURSEMENT BY THIRD PARTIES

         In addition to obtaining regulatory approval, the successful
commercialization of the Company's products will depend on its ability to obtain
reimbursement for the cost of the product and treatment. Government authorities,
private health insurers and other organizations, such as health maintenance
organizations, are increasingly challenging the prices charged for medical
products and services. Also, the trend toward managed health care in the United
States, the growth of healthcare organizations such as HMOs, and legislative
proposals to reform healthcare and government insurance programs could
significantly influence the purchase of healthcare services and products,
resulting in lower prices and reducing demand for the Company's products, if and
when developed. The cost containment measures that healthcare providers are
instituting and any healthcare reform could affect the Company's ability to sell
its products and may have a material adverse effect on its operations. There can
be no assurance that reimbursement in the United States or foreign countries
will be available for any of the Company's products, that any reimbursement
granted will be maintained, or that limits on reimbursement available from
third-party payors will not reduce the demand for, or the price of, the
Company's products. The lack or inadequacy of third-party reimbursements for the
Company's products would likely have a material adverse affect on the Company's
operations. The Company cannot forecast what additional legislation or
regulation relating to the healthcare industry or third-party coverage and
reimbursement may be enacted in the future, or what effect the legislation or
regulation would have on the Company's business.

OBLIGATIONS UNDER PRIOR LABORATORY LEASE AGREEMENT

         The Company is the lessor under an operating lease for a production
facility space in Sunnyvale, California that will have expired in January 2002.
This lease was assigned by the Company to a third party in March 1995 for the
remaining term of the lease agreement. While the third party assignee is
obligated to the Company under the assignment to make the required rent payments
to the landlord, the Company remains obligated to the landlord to make these
payments if the assignee does not. If the Company were required to make any of
these remaining payments, then depending on the amount paid by the Company,
there could be an adverse effect on the Company's business, financial condition
and results of operations.

PRICE AND VOLUME VOLATILITY OF THE COMPANY'S STOCK

         The price of the Company's stock can be volatile, which makes it
difficult for stockholders to predict the value of their shares or buy or sell
shares at any given time. A variety of factors may affect the market price of
the Company's common stock including, but not limited to, results of testing and
clinical trials; corporate partnerships; technological innovations by the
Company or competitors; changes in laws and government regulations; developments
concerning proprietary rights, including patents and litigation matters; public
perception relating to the commercial value or safety of any of the Company's
products; and general stock market conditions.

                                 Exhibit 99 (4)

<PAGE>



         The Company's common stock is currently traded on the OTC Bulletin
Board. Trading in the Company's common stock is sporadic, and days or weeks may
from time to time pass without any reported trades. If limited trading in the
Company's common stock continues, it may remain difficult for stockholders to
sell their shares in the public market. This limited trading also may adversely
affect the Company's ability to raise additional funds through issuances of its
securities.

NO PAYMENT OF DIVIDENDS

         Since its inception in 1982, the Company has not paid cash dividends on
its common stock and does not intend to pay cash dividends in the foreseeable
future due to the Company's limited funds for operations.

CONTROL BY MANAGEMENT AND CERTAIN STOCKHOLDERS

         As of December 31, 2001, the Company's executive officers, directors
and 5% or greater stockholders together controlled approximately 47.7% of the
outstanding shares of the Company's common stock, the Company's sole class of
outstanding voting securities. These stockholders, acting together, are in a
position to influence and possibly control most matters submitted for approval
by the Company's stockholders, including the election of directors and the
consideration of mergers or other proposed transactions in which stockholders
might otherwise receive a premium for their shares over then current market
prices.

POTENTIAL FUTURE DILUTION TO EXISTING STOCKHOLDERS

         Currently, the Company is authorized to issue up to 100,000,000 shares
of its common stock, and as of December 31, 2001, there were issued and
outstanding 19,477,429 shares of the Company's common stock. The authorized but
unissued shares may be issued by the Company in such transactions and at such
times as its Board of Directors considers appropriate, whether in public or
private offerings, as stock splits or dividends or in connection with mergers
and acquisitions or otherwise. Any such issuance that is not made solely to
then-existing stockholders proportionate to their interests (as in a stock
dividend or stock split) will result in dilution to each stockholder by reducing
his or her percentage ownership of the total outstanding shares.




                                 Exhibit 99 (5)