Exhibit 99.1

        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

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 with no current  source of revenue.  We
have incurred  significant losses in each year since our inception.  As of April
30, 2000, our accumulated deficit was $56,372,000. We have funded our activities
primarily through public and private sales of our stock.

     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 marketing ONCONASE(R). The FDA has not approved ONCONASE(R) and we
cannot assure you that it will. We may never  successfully  develop our products
or sell  sufficient  product to generate  enough revenues 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
product.  We cannot assure you that we will be able to  successfully  consummate
any licensing, marketing or development arrangements.

     We do not know when or if we will complete our product development efforts,
receive  regulatory  approval of any of our product  candidates or  successfully
commercialize any approved  products.  As a result, we are unable to predict the
extent of any future losses or the time required to achieve profitability, if at
all.

We need additional  financing to continue  operations and this financing may not
be available when we need it, if it is available at all.

     We estimate  that our existing  capital  will enable us to fund  operations
through  July 2000.  We need  financing  immediately  in order to  continue  the
ongoing  study  and to file  an  NDA.  Even  if an NDA is  filed,  we will  need
additional  financing to complete the approval process. We may not be successful
in obtaining additional financing to continue operations.

There is doubt regarding our ability to continue as a going concern.

     We incurred a net loss of $3,157,000  for the year ended July 31, 1999, and
$1,418,000  for the nine- months ended April 30, and an  accumulated  deficit of
$56,372,000 as of April 30, 2000. The report of our independent  auditors on our
July 31, 1999  financial  statements  included an  explanatory  paragraph  which
states that our recurring losses and limited liquid resources raise  substantial
doubt about our ability to continue as a going concern. The financial statements
at July 31, 1999 or April 30, 2000 do not  include  any  adjustments  that might
result from the outcome of this uncertainty. In order to continue to operate our
company,  develop  ONCONASE(R),  complete the necessary  clinical testing,  seek
regulatory  approval and develop  marketing  and  distribution  channels for our
products,  we will need to raise significant  additional funds through equity or
debt financing,  strategic alliances or the sale of ONCONASE(R). We believe that
our cash and cash equivalents will be sufficient to meet our expected cash needs
through the fiscal year ending July 2000. If we are unable to secure  sufficient
future  financing,  we may need to  curtail  or  discontinue  our  research  and
development activities or cease operations.


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The  results of larger  scale  clinical  trials may not show the same  promising
results as earlier trials  resulting in the  abandonment  of a failed  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 we  experience
negative results in the ongoing Phase III clinical trial, we may have tocurtail,
redirect or eliminate this product development program.

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

     We are currently  conducting a Phase III clinical trial of ONCONASE for the
treatment of malignant  mesothelioma.  The rate of completion of clinical  trial
depends upon many factors,  including the rate of enrollment of patients.  If we
are unable to accrue sufficient additional clinical patients in our trial during
the  appropriate  period,  the  completion  of the trial may be delayed and will
likely incur significant additional costs.

     The cost of human clinical trials varies  dramatically based on a number of
factors, including:

     >    the order and timing of clinical indications pursued,

     >    the  extent  of  development  and  financial  support  from  corporate
          collaborators,

     >    the number of patients required for enrollment,

     >    the  difficulty  of  obtaining   clinical   supplies  of  the  product
          candidate, and

     >    the  difficulty  in  obtaining   sufficient  patient  populations  and
          clinicians.


     All statutes and  regulations  governing the conduct of clinical trials are
subject to change in the  future,  which could  affect the cost of our  clinical
trials. Any unanticipated costs or delays in our clinical studies would harm our
business and financial condition.

We cannot assure you that we will be able to successfully develop our products.

     Our research and development programs are at various stages of development,
from the  preclinical  stage to Phase III  clinical  trials.  We will need to do
substantial  additional  research and development in order to develop and obtain
regulatory approval for our products. We cannot assure you that our research and
development programs will lead to products that:


     >    are shown to be safe and effective in clinical trials,

     >    are commercially viable,

     >    meet regulatory standards,

     >    receive FDA marketing approval,

     >    are  eligible  for third  party  reimbursement  from  governmental  or
          private insurers, or

     >    are successfully marketed.

We cannot assure you that the FDA will approve our product candidates.

     The sale of ONCONASE(R)for  use in humans in the United States will require
the  approval of the FDA.  Most foreign  countries  also require the approval of
comparable agencies for the sale of pharmaceutical  products in those countries.
State,  local and other authorities also regulate  pharmaceutical  manufacturing
facilities. It


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may take several years and significant  expenditures to obtain FDA approval of a
new  pharmaceutical  product.  ONCONASE(R) has not been approved for sale in the
United States or elsewhere. We cannot assure you that we will be able to get FDA
approval for ONCONASE(R) or any other product.  Inability to obtain the approval
of the FDA or other  agencies may adversely  affect our  financial  condition by
delaying or  precluding us from  marketing  our products  while the products are
under patent protection or limiting the commercial use of the products.  Even if
we do obtain the approval of the FDA and other agencies, it is possible that the
subsequent  review  of a new drug  will lead to the  discovery  of a  previously
unknown problem.

Our product  candidates may not be accepted by the market,  which would harm our
business and results of operations.

     Even if approved by the FDA and other regulatory  authorities,  our product
candidates  may not achieve market  acceptance  and we may not receive  revenues
from these products as anticipated.  The degree of market acceptance will depend
upon a number of factors, including:


     >    the receipt and timing of regulatory approvals,

     >    the availability of third-party reimbursement, and

     >    the  establishment  and  demonstration in the medical community of the
          clinical safety,  efficacy and  cost-effectiveness of drug candidates,
          as  well  as  their   advantages   over  existing   technologies   and
          therapeutics.

     We may not be able to successfully market our products even if they perform
successfully  in  clinical  trials.  Furthermore,   physicians  or  the  medical
community in general may not accept and utilize any of our products.

We may not be able to protect our proprietary technology or enforce our patents.

     We currently own six U.S. patents,  three 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. The patent  applications we have filed, or that we may file
in the  future,  may  not  result  in  patents.  Our  patents  may  not  give us
competitive  advantages,   may  be  wholly  or  partially  invalidated  or  held
unenforceable,  or may be held  uninfringed  by products  that  compete with our
products.  Patents  owned by others  may  adversely  affect  our  ability  to do
business.  Furthermore,  others  may  independently  develop  products  that are
similar  to our  products,  and may design  around  the  claims of our  patents.
Although we believe that our patents and patent  applications are of substantial
value to us, we cannot assure you that our patents and patent  applications will
be of  commercial  benefit to us,  will  adequately  protect  us from  competing
products or will not be  challenged,  declared  invalid or  declared  infringed.
Patent litigation and intellectual property litigation are expensive,  and if we
were to become  involved  in such  litigation,  we could not  assure you that we
would  have the  funds  necessary  to carry on the  litigation  in an  effective
manner.

We are uncertain of the availability of health care reimbursement.

     Our ability to sell our products will depend in part on whether  government
health  administration  authorities,  private  health  insurers  and others will
reimburse  the  costs of our  products.  We  cannot  assure  you  that  adequate
third-party  reimbursement  coverage will be available to maintain  price levels
sufficient to achieve an  appropriate  return on the  investment we have made in
developing  our  products.  Government  and  others are  increasingly  trying to
contain health care costs by limiting  coverage and the amount of  reimbursement
for new


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drug products  approved by the FDA and refusing to provide  coverage for the use
of FDA-approved  products for the treatment of medical  conditions for which the
FDA has not  granted  marketing  approval.  If the  government  and other  third
parties do not provide adequate insurance coverage and reimbursement amounts for
uses of our  product  candidates,  our  ability  to sell  our  products  will be
adversely affected.

We are and will be dependent on third parties for manufacturing.

     Our facilities are not large enough or equipped to manufacture our products
in commercial quantities. For the foreseeable future, we intend to rely on third
parties to manufacture our products.  To acquire our own facility, we would need
significant  additional funds and additional  personnel to comply with the FDA's
extensive  regulations  applicable to pharmaceutical  manufacturing  facilities.
Even if we decided to develop  our own  manufacturing  facilities,  we could not
assure you that we would be able to make a successful  transition  to commercial
production.

We will be dependent on third parties for marketing.

     None  of  our  officers  or  employees  has  marketing  experience  in  the
pharmaceutical  industry.  We intend to enter  into  development  and  marketing
agreements with third parties. We expect that under the marketing  agreements we
would act as a co-marketing partner or would grant exclusive marketing rights to
our  corporate  partners in return for  up-front  fees,  milestone  payments and
royalties on sales. Under these marketing agreements,  our marketing partner may
be  responsible  for a  significant  portion of  development  of the product and
regulatory approval.  If the marketing partner is unable to develop a marketable
product  or  market  a  product  successfully,  our  business  may be  adversely
affected.  If we were to market our products ourselves,  we would need to invest
significant  additional  management  time and money to develop an internal sales
force.  We cannot assure you that an internal sales force would be successful in
marketing our products.

We are and will remain dependent upon key personnel.

     We are  managed  by a very small  number of key  management  and  operating
personnel.  The loss of key management  personnel,  particularly Kuslima Shogen,
our  Chairman  and Chief  Executive  Officer,  would most likely have a material
adverse  effect on our business.  We carry key person life insurance on the life
of Ms. Shogen with a face value of $1,000,000.

We may not be able to utilize all of our net operating loss carryforwards

     At July 31,  1999,  we had  federal net  operating  loss  carryforwards  of
approximately  $40,296,000 that expire from 2000 to 2019. We also had investment
tax  credit   carryforwards   of   approximately   $33,015  and   research   and
experimentation tax credit  carryforwards of approximately  $810,403 that expire
from 2000 to 2019. New Jersey  approved for sale  approximately  $2.4 million of
our state tax loss  carryforwards and state research and development  credits or
tax benefits, of which approximately $1 million was allocated to be sold between
July 1, 1999 and June 30, 2000.  In December  1999,  we realized net proceeds of
$755,854 from the sale of our  allocated  tax benefits.  We will attempt to sell
the remainder  between July 1, 2000 and June 30, 2001, but there is no assurance
we will be successful.  Additionally,  ultimate  utilization/availability of the
net operating losses and credits may be significantly curtailed if a significant
change in ownership occurs.

We are subject to intense competition and technological obsolescence.

     Several  companies,   universities,   research  teams  and  scientists  are
developing  products  to treat the same  medical  conditions  our  products  are
intended to treat. Many of these entities have greater financial resources,


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larger staffs and larger  facilities than ours. Most of our competitors are more
experienced and have greater clinical, marketing and regulatory capabilities and
managerial  resources than we do. Our competitors may 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 with respect to 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 cannot assure you that
we will 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 clinical trials
prior to FDA  approval.  We cannot  assure you that we will 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,  we
cannot  assure  you  that  our  current  insurance  coverage  and our  financial
resources  would be  sufficient  to pay any  liability  arising  from a  product
liability claim. A product liability claim may have a material adverse effect on
our business, financial condition or results of operations.

Our stock is thinly traded.

     Our common stock has been quoted on the OTC Bulletin  Board since April 28,
1999, and is currently thinly traded. You may be unable to sell our common stock
if the trading market continues to be limited.

We have not paid,  and do not intend to pay, any  dividends  in the  foreseeable
future.

     We have not paid any dividends on our common stock since our inception.  We
do not  expect to pay cash  dividends  on our  common  stock in the  future.  We
currently  intend to retain all  earnings,  if any, to finance the growth of our
operations.

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.  The market  price of our common stock could be impacted by a variety of
factors, including:

     >    announcements of technological  innovations or new commercial products
          by us or our competitors,

     >    disclosure of the results of pre-clinical  testing and clinical trials
          by us or our competitors,

     >    disclosure of the results of regulatory proceedings,

     >    changes in government regulation,

     >    developments  in the  patents  or other  proprietary  rights  owned or
          licensed by us or our competitors,

     >    public concern as to the safety and efficacy of products  developed by
          us or others,

     >    litigation, and

     >    general market conditions in our industry.


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     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,
par value $.001 per share.  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
outstanding.  The  authorized  and  unissued  shares of  preferred  stock may be
classified as an "anti-takeover"  measure and may discourage attempted takeovers
of our company which are not approved by our 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 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. Under the General Corporation Law of Delaware, the Board of
Directors is permitted to use a depositary  receipt  mechanism  that 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 in
preferred  stock  with  rights  that  could  adversely  affect the rights of the
holders  of the  company's  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.  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.


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