Exhibit 99.1


                                  RISK FACTORS

     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 prospectus  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.

Risks Related to Our Company

     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  $2,295,000  for the year  ended  July 31,  2001.  In
addition,  we had working capital deficit of  approximately  $831,000 as of July
31, 2001 and an accumulated deficit of approximately  $58,971,000 as of July 31,
2001.

     We expect to continue to incur substantial  operating losses in the future.
Our  profitability  will  depend on our ability to  develop,  obtain  regulatory
approvals for, and effectively market ONCONASE(R). The FDA has not, and may not,
approve ONCONASE(R). We do not know if, or when, we will:

     o    complete our product development efforts,

     o    show that our products are safe and effective in clinical trials,

     o    submit an NDA for any of our product candidates,

     o    receive regulatory approval for any of our product candidates, or

     o    sell sufficient approved products to generate enough revenue to enable
          us to earn a profit.

     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,  2001,  we had  federal net  operating  loss  carryforwards  of
approximately  $40,185,000 that expire from 2002 to 2021. We also had investment
tax  credit   carryforwards   of   approximately   $18,000  and   research   and
experimentation tax credit  carryforwards of approximately  $913,000 that expire
from  2002 to 2021.  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
and in December  2000, we realized net proceeds of an  additional  $451,000 from
the sale of our allocated  tax  benefits.  We will attempt to sell our remaining
approximately $1,172,000 net operating loss

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carryforwards between July 1, 2001 and June 30, 2002, but, as there is a limited
market  for  these  types  of  sales,  we  cannot  predict  whether  we  will be
successful.

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

     We need financing  immediately 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, 2001 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,  2001  do  not  include  any
adjustments  that might  result  from the  outcome of this  uncertainty.  If the
results of the  continuation of our current clinical trial does not indicate the
efficacy and safety of ONCONASE(R)  for malignant  mesothelioma,  our ability to
raise additional capital will be adversely affected. Even if an NDA is filed, we
will need additional financing to complete the approval process.

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

     We are currently continuing our Phase III clinical trial of ONCONASE(R) for
the treatment of malignant mesothelioma.  The rate of completion of our clinical
trial  depends upon many  factors,  including the rate of enrollment of patients
for the second  part of the Phase III trial.  Patient  enrollment  of the second
part of the trial  began in April 1999 and is  expected  to be  completed  April
2002. Because of the small patient population available for this trial, the rate
of  enrollment  has been  slower  than  anticipated.  If we are unable to accrue
sufficient  additional  patients in our trial during the appropriate  period, we
may need to  delay  the  submission  of an FDA  filing  and  will  likely  incur
significant  additional  costs.  In addition,  the FDA or  institutional  review
boards may require us to delay,  restrict,  or discontinue our clinical trial in
the event of unacceptable toxicity caused by the treatment.

     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.

     If the  results  of  larger  scale  clinical  trials  do not  show the same
     promising  results as earlier  trials,  we will have to abandon  the failed
     product candidate after the expenditure of significant additional funds.

     During  the  course  of our  research  and  development,  we may find  that
products  that  initially  appeared  promising  no longer  appear  promising  in
larger-scale   Phase  III   clinical   trials.   Like  many   companies  in  the
pharmaceutical  and  biotechnology  industries,  we  have  experienced  negative
results in  clinical  trials  after  experiencing  promising  results in earlier
trials. For example, in July 1998, we discontinued two Phase III clinical trials
testing  ONCONASE(R) with tamoxifen as a treatment for pancreatic  cancer due to
the lack of a statistically  significant survival benefit. If, in the future, we
experience  negative results in our current Phase III clinical trial we may have
to curtail,  redirect or  eliminate  our product  development  programs or spend
additional monies to complete more studies.


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<PAGE>


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

     We intend  to file an NDA for  ONCONASE(R)  as a  treatment  for  malignant
mesothelioma  if the data from current  clinical  trials  support its  efficacy.
Obtaining  FDA approval can take a  substantial  period of time and requires the
expenditure of substantial resources for research and development and testing.

     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.

     In foreign jurisdictions, we must receive marketing authorizations from the
appropriate  regulatory  authorities  before  we can  commercialize  our  drugs.
Foreign  regulatory  approval  processes  generally  include  all of  the  risks
associated with the FDA approval procedures described above.

     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  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.


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<PAGE>


Risks Related to Our Industry

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

     We currently own nine 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 patent  applications that are
pending in the United  States.  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.  These  competitors  include Eli
Lilly and Sugen,  which are  developing  drugs for the  treatment  of  malignant
mesothelioma. 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.

     The use of our products by humans during testing of those products or after
regulatory  approval  entails a risk of adverse effects which could expose us to
product liability claims. We maintain product liability  insurance in the amount
of $6,000,000 for claims  arising from the use of our products in U.S.  clinical
trials prior to FDA approval.  Additionally,  we also maintain product liability
insurance  in  Europe in the  amount  of  DM20,000,000.  This  insurance  covers
specifically  Germany and Italy as well as additional  European countries as the
need arises.  We may not be able  maintain our  existing  insurance  coverage or
obtain coverage for the use of our products in the future. While we believe that
we maintain adequate insurance coverage,  our current insurance coverage and our
financial  resources may not be  sufficient to pay any liability  arising from a
product liability claim.


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<PAGE>


Risks Related to Our Stock

     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
September  2000 through  August 2001,  the weekly  trading  volume was as low as
4,700  shares per week and only as high as  191,200  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
$0.19 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,


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<PAGE>


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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