EXHIBIT 99.1
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        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS


         Accumulated Deficit, Stockholders' Deficiency and Uncertainty of Future
Profitability.  The Company was  originally  incorporated  in 1981.  To date,  a
significant  source  of  cash  for the  Company  has  been  public  and  private
placements  of its  securities.  Cash  obtained  from these sources has not been
sufficient to cover  operating  expenses.  At July 31, 1996,  the Company had an
accumulated  deficit  of  approximately  $40,400,000  and a total  stockholders'
equity  of  approximately  $6,700,000.  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.  There can be no assurance,  however, that the Company will be able to
successfully consummate any such arrangements.  The Company's profitability will
depend upon its success in developing,  obtaining  regulatory approvals for, and
effectively  marketing ONCONASE.  ONCONASE has not been approved by the Food and
Drug  Administration  (the "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 product under  development  will be
successfully developed or that such product will generate revenues sufficient to
enable the Company to earn a profit.

         Need for, and  Uncertainty  of, Future  Financing.  The Company will be
required to expend significant funds on the further  development of ONCONASE and
its continued  operations will depend on its ability to raise  additional  funds
through equity or debt financings, collaborative agreements, strategic alliances
and revenues from the commercial sale of ONCONASE.  To date, the Company has had
several preliminary discussions regarding potential collaborative agreements and
strategic   alliances,   however  there  can  be  no  assurance  that  any  such
arrangements will be consummated. There can be no assurance that such funds will
be available to the Company on acceptable terms, if at all. The Company believes
that its cash on hand,  including  marketable  securities,  as of July 31,  1996
coupled  with the  proceeds  from the  exercise  of stock  options in August and
September  1996  will be  sufficient  to meet its  anticipated  cash  needs  for
approximately  the  next  two  years.  The  Company  will be  required  to raise
additional  funds to meet its cash needs upon  exhaustion  of its  current  cash
resources.  The Company  continues  to be  primarily  financed by proceeds  from
private placements of Common Stock and investments in its equity securities.  If
the Company is unable to secure sufficient future financing or refinance its


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bank debt it may be necessary for the Company to curtail or discontinue its
research and development activities.

         Government Regulation. The pharmaceutical industry in the United States
is subject to stringent governmental regulation and the sale of ONCONASE for use
in humans in the United  States  will  require  the prior  approval  of the FDA.
Similar approvals by comparable 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 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.

     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 such  inventions.  The Company
owns four U.S.  Patents:  (i) U.S. Patent No.  4,888,172  issued in 1989,  which
covers  pharmaceuticals  derived from an amphibian source;  (ii) U.S. Patent No.
5,559,212  issued in 1996,  which covers  ONCONASE;  and (iii) U.S. Patents Nos.
5,529,775 and 5,540,925  issued in 1996,  which cover  combinations  of ONCONASE
with certain  other  chemotherapeutics.  The Company  also owns U.S.  Patent No.
4,882,421, which has now been disclaimed and is therefore legally unenforceable.
This  disclaimer  permitted the Company to obtain U.S.  Patents Nos.  5,529,775,
5,540,925 and 5,559,212.  The Company owns two European patents.  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 an undivided interest in each of two applications
that are pending in the United  States.  Each  application  relates 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.

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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  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
effectively  the  contested  issues.  Pursuant  to its loan  agreement  with the
Company,  the Company's  bank has a security  interest in the  Company's  patent
portfolio.  The bank  has  agreed,  however,  to  subordinate  its  interest  to
licensees of the Company if certain conditions are met.

         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 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

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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.

         Dependence on Reimbursement.  Sales of the Company's products,  if any,
will be dependent in part on the availability of reimbursement  from third party
payors, such as governmental and private insurance plans. Third party payors are
increasingly  challenging the prices charged for medical  products and services.
Additionally,  the  containment  of health care costs has become a priority  and
pharmaceutical  and biotechnology drug prices have been targeted in this effort.
If the Company succeeds in bringing any of its products to market,  there can be
no  assurance  that  such  products  will  be  considered  cost-effective,  that
reimbursement   will  be  available  or,  if   available,   that  the  level  of
reimbursement  will be sufficient to allow the Company to sell its products on a
profitable basis.

         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 bank may call
due all amounts  payable under the its term loan agreement with the Company (the
"Term Loan") in the event Ms. Shogen ceases for any reason,  except death, to be
a full time employee,  officer or director of the Company.  The Company  carries
key  person  life  insurance  on the  life of Ms.  Shogen  with a face  value of
$1,000,000. The Company's bank has

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been  assigned  this  policy  as  security  for  the  approximately   $1,500,000
outstanding under the Term Loan.

         No  Dividends.  The  Company has not paid any  dividends  on its Common
Stock since its  inception  and does not  currently  foresee the payment of cash
dividends  in the  future.  Furthermore,  under  the Term  Loan the  Company  is
prohibited  from paying any dividends  without the bank's  consent.  The Company
currently intends to retain all earnings, if any, to finance its operations.

         Limited  Public Market and  Liquidity.  The  Company's  Common Stock is
traded on the Bulletin Board and is not traded on any exchange nor quoted on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("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.

         Preferred  Stock;   Anti-takeover  Device.  The  Company  is  currently
authorized to issue  1,000,000  shares of preferred  stock,  par value $.001 per
share.  The Company's Board of Directors is authorized,  without any approval of
the  stockholders,  to issue the preferred stock and determine the terms of such
preferred  stock.  As of July 31, 1996,  there were no shares of preferred stock
outstanding.  The  authorized  and  unissued  shares of  preferred  stock may be
classified as an "anti-takeover"  measure and may discourage attempted takeovers
of the Company which are not approved by the Board of Directors.  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 the
Company more  difficult.  Under  certain  circumstances,  the Board of Directors
could create impediments to, or frustrate,  persons seeking to effect a takeover
or transfer  in control of the Company by causing  such shares to be issued to a
holder or  holders  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 the Company and its stockholders,  but in which unaffiliated stockholders may
wish to participate.  Under Delaware law, the Board of Directors is permitted to
use a depositary receipt mechanism which enables the Board to issue an unlimited
number of fractional  interests in each of the authorized and unissued shares of
preferred  stock  without  stockholder  approval.  Consequently,  the  Board  of
Directors,  without further stockholder approval,  could issue authorized shares
of  preferred  stock or  fractional  interests  therein  with  rights that could
adversely  affect the rights of the holders of the  Company's  Common Stock to a
holder or holders  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  the  Company's
certificate of incorporation or Delaware law to effect certain matters.

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Furthermore,  the existence of such  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 the
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 such
tender offer.

         Control By Present Management. The Company's officers and directors, as
a group, beneficially owned 23.1% of the outstanding Common Stock of the Company
as of October  10,  1996 and thus  could in some  instances  exercise  effective
control over the Company.

         Volatility and Possible  Reduction in Price of Common Stock. The market
price  of the  Common  Stock,  like  that of the  common  stock  of  many  other
development  stage  biotechnology  companies,  has been and may  continue to be,
highly volatile.  Factors such as announcements of technological  innovations or
new commercial products by the Company or its competitors, disclosure of results
of clinical  testing or  regulatory  proceedings,  governmental  regulation  and
approvals, developments in patent or other proprietary rights, public concern as
to the safety of products developed by the Company and general market conditions
may have a  significant  effect on the  market  price of the  Common  Stock.  In
addition,  the stock market has experienced and continues to experience  extreme
price and volume  fluctuations  which  have  effected  the market  price of many
biotechnology  companies.  These broad market  fluctuations,  as well as general
economic and political conditions,  may adversely effect the market price of the
Company's Common Stock.

         Dependence on Third Parties for  Manufacturing.  The Company  currently
does not 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 ("cGMP") 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

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it would act as a co-marketing partner or would grant exclusive marketing rights
to its corporate  partners in return for up-front 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.

         Utilization of Carryforwards. At July 31, 1996, the Company had federal
net operating loss carryforwards of approximately $27,660,000 that expire in the
years 1997 to 2011. The Company also had investment tax credit  carryforwards of
approximately  $63,000 and research and experimentation tax credit carryforwards
of  approximately  $416,000  that  expire  in the years  1998 to 2011.  Ultimate
utilization/availability  of  such  net  operating  losses  and  credits  may be
significantly curtailed if a significant change in ownership occurs.


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