Exhibit 99.1


FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

Development Stage Company,  Accumulated  Deficit,  Stockholders'  Deficiency 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 April 30,
1998, the Company had an accumulated deficit of approximately $50,242,000, and a
total stockholders' equity of approximately $5,205,000.  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 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   several   potential   sources  such  as  equity  or  debt   financing,
collaborative  agreements,  strategic alliances and revenues from the commercial
sale of ONCONASE.  The Company believes that its cash and cash equivalents as of
April 30, 1998,  will be sufficient to meet its  anticipated  cash needs through
the fiscal  year  ending July 31,  1999.  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 it may be necessary
for  the  Company  to  curtail  or  discontinue  its  research  and  development
activities.

Government Regulation; No Assurance of FDA Approval. 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.  The Company is in the process of  collecting  and analyzing the data
from  its  Phase  III  pancreatic   cancer  clinical  trials  to  determine  the
appropriateness  of filing an NDA for ONCONASE for such indication with the FDA.
There can be no  assurance  that  such NDA will be filed or if  filed,  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.


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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 made by its personnel.  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 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 (the
"NIH")  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 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  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.

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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.

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-marketing 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.

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