EXHIBIT 99.1

             Important Factors Regarding Forward Looking Statements

From time to time, EPIX Medical, Inc., through its management, may make forward
looking statements, such as statements concerning then expected future revenues
or earnings or concerning projected plans, performance, product development and
commercialization, as well as other estimates relating to future operations.
There are certain key factors that could cause future results to differ
materially from those anticipated by management including, but not limited to,
the following:

Early Stage of Development; No Product Sales to Date. The Company commenced
operations in 1992 and is a development stage company. The Company currently has
no products for sale nor is there any guarantee that it will ever have
marketable products. All of the Company's product candidates are in research or
development, and no revenues have been generated from product sales. To date,
the Company has financed its operations through public stock offerings, private
sales of equity securities, equipment lease financings and license payments from
its strategic partners. To achieve profitable operations, the Company, alone or
with others, must successfully develop, obtain regulatory approval for,
introduce, market and sell products. The Company does not expect to receive
revenue from the sale of any of its product candidates for the next several
years. There can be no assurance that the Company's product development efforts
will be successfully completed, that required regulatory approvals will be
obtained in a timely manner, if at all, that its product candidates can be
manufactured at an acceptable cost and with acceptable quality or that any
approved products can be successfully marketed.

Dependence on AngioMARK. AngioMARK is currently the Company's only product
candidate in human clinical trials, and there is no guarantee that any of its
other development projects will yield a product candidate suitable for entry
into clinical trials. The failure of AngioMARK to achieve regulatory approval
and market acceptance would have a material adverse effect on the Company's
business, financial condition and results of operations.

Dependence on MRI Advancements for Cardiac Applications. Existing MRI scanners
do not have the capability to perform coronary angiography without improvements
in current MRI hardware and software. The success of cardiac applications of
AngioMARK is therefore dependent on advancements in MRI hardware and software.
Although several leading MRI manufacturers, academic centers and others are
developing advanced hardware and software, there can be no assurance when, or
if, these techniques will enable AngioMARK to provide clinically relevant images
in cardiac indications currently being pursued.

Uncertainty of Market Acceptance of Technology and Products. The commercial
success of AngioMARK and the Company's other product candidates, when and if
approved for marketing by the United States Food and Drug Administration (the
"FDA") and corresponding foreign agencies, will depend on their acceptance by
the medical community and third-party payors as clinically useful,
cost-effective and safe. While contrast agents are currently used in an
estimated 25% of all MRI exams, there are no targeted vascular agents approved
by the FDA in use. Furthermore, clinical use of MRI for vascular imaging has
been limited, and use of MRI for cardiac imaging has occurred mainly in
research. Market acceptance, and thus sales of the Company's product candidates,
will depend on several factors, including safety, price, ease of administration,
effectiveness and the rate of adoption of up-to-date MRI technology. Market
acceptance will also depend on the ability of the Company and its strategic
partners to educate the medical community and third-party payors about the
benefits of diagnostic imaging with MRI enhanced with the Company's product
candidates compared to imaging with other modalities. The Company's MRI contrast
agents represent a new approach to imaging the cardiovascular system ("CVS"),
and market acceptance both of MRI as an appropriate imaging technique for the
CVS and of the Company's product candidates is critical to the Company's
success. There can be no assurance that the Company's product candidates will
gain market acceptance. Failure to achieve market acceptance would have a
material adverse effect on the Company's business, financial condition and
results of operations.
<PAGE>


Intense Competition and Risk of Technological Obsolescence. Medical technology
is subject to intense competition and rapid technological change. The Company
has many competitors, including pharmaceutical, biotechnology and chemical
companies, a number of which, including both of the Company's strategic
partners, are actively developing and marketing products that could compete with
the Company's product candidates. Many of these competitors have substantially
greater capital and other resources than the Company and may represent
significant competition for the Company. Such companies may succeed in
developing technologies and products that are more effective or less costly than
any of those that may be developed by the Company, and such companies may be
more successful than the Company in developing, manufacturing and marketing
products. Furthermore, there are several well-established medical imaging
modalities that currently compete, and will continue to compete, with MRI
including X-ray angiography, computer assisted tomography ("CT"), nuclear
medicine and ultrasound. Other companies are actively developing the
capabilities of the competing modalities to enhance their effectiveness in CVS
imaging. There can be no assurance that the Company will be able to compete
successfully in the future or that developments by others will not render
AngioMARK or the Company's future product candidates obsolete or non-competitive
or that the Company's strategic partners or customers will not choose to use
competing technologies or products.

Dependence on Licensed Technology. The Company and Massachusetts General
Hospital ("MGH") have entered into a license agreement (the "MGH License")
pursuant to which the Company is the exclusive licensee to certain technology,
including certain patents and patent applications, which relates to the
Company's product candidates, including AngioMARK. The MGH License imposes
various commercialization, sub-licensing, royalty and other obligations on the
Company. Failure of the Company to comply with these and other requirements
could result in the conversion of the license from being exclusive to
non-exclusive in nature or termination of the license agreement itself. Any such
event would have a material adverse effect on the Company's business, financial
condition and results of operations.

Dependence on Strategic Partners. The Company is dependent on strategic partners
for support in product development and the regulatory approval process as well
as a variety of activities including manufacturing, marketing and distribution
of its products in the United States and abroad, when and if its product
candidates are approved for marketing by the FDA and corresponding foreign
agencies. To date, the Company has entered into several strategic alliances,
including a collaboration agreement with Mallinckrodt Group Inc.
("Mallinckrodt") to develop and commercialize AngioMARK and other MRI vascular
agents worldwide, excluding Japan, and a development and license agreement with
Daiichi Radioisotope Laboratories, Ltd. ("Daiichi") for the development and
commercialization of AngioMARK in Japan. The Company may not receive milestone
payments from these alliances should AngioMARK fail to meet certain performance
targets in clinical trials. Further, the Company's receipt of revenues from
strategic alliances is affected by the level of efforts of its partners. There
can be no assurance that the Company's partners will devote the resources
necessary to complete development, and commence marketing, of AngioMARK in their
respective territories, or that they will successfully market AngioMARK. Both
Mallinckrodt and Daiichi currently manufacture imaging agents for other
modalities that will compete against AngioMARK. Mallinckrodt and the Company
will share responsibility for setting the price of the product worldwide, except
Japan, and Daiichi will be responsible for setting the product price in Japan.
There can be no assurance that either Mallinckrodt or Daiichi will do so in a
manner that maximizes revenues for the Company. In addition, Daiichi has the
right to terminate its agreement on short notice under certain circumstances,
and there is no guarantee that it will not exercise this right. The failure of
the Company to receive milestone payments, a reduction or discontinuance of
efforts by the Company's partners or the termination of these alliances would
have a material adverse effect on the Company's business, financial condition
and results of operations.

There can be no assurance that the Company will be successful in entering into
additional strategic alliances for the development and commercialization of
future product candidates, nor that these alliances, if entered into, will be on
terms favorable to the Company or will be successful. If the Company were unable
to enter into future strategic alliances with capable partners on commercially
reasonable terms, the development and commercialization of future product
candidates would be delayed and possibly postponed indefinitely.
<PAGE>


Unproven Safety and Effectiveness of Product Candidates; Uncertainties Related
to Clinical Trials. The Company's product candidates are in research and
development and will require additional research and development, extensive
clinical testing and regulatory approval prior to any commercial sales. The
Company cannot predict if or when any of its products under development will be
commercialized. The Company currently has only one product candidate, AngioMARK,
in clinical trials. The Company will be required to complete successfully
clinical trials in the United States to demonstrate the safety and efficacy of
AngioMARK, currently in Phase II clinical trials, prior to obtaining FDA
approval. There can be no assurance that clinical trials will be successful, or
that they will be completed in a timely manner. Although no clinically
significant adverse effects from AngioMARK in Phase I and Phase II clinical
trials have been reported to date, results are based on preliminary data only,
and there can be no assurance that serious side effects will not be reported as
the clinical trial proceeds. The results from early clinical trials may not be
predictive of results that will be obtained in large scale clinical trials, as a
number of companies have suffered significant setbacks in advanced clinical
trials, even after promising results in earlier trials. There can be no
assurance that additional Phase II or Phase III clinical trials for AngioMARK
will be conducted or that such trials, if begun, will demonstrate any efficacy
or will be completed successfully in a timely manner, if at all. The rate of
completion of the Company's clinical trials is dependent upon, among other
things, the rate of patient enrollment. Patient enrollment is a function of many
factors, including the size of the patient population, the nature of the
clinical protocol under which AngioMARK will be studied, the proximity of the
patient to a clinical site and the eligibility criteria for the study. Delays in
planned patient enrollment may result in increased costs, regulatory filing
delays, or both. Furthermore, the Company, the FDA or other regulatory
authorities may suspend or terminate clinical trials at any time. Failure to
complete successfully any of its clinical trials on a timely basis or at all
would have a material adverse effect on the Company's business, financial
condition and results of operations.

Uncertainty Regarding Patents and Proprietary Rights. The Company considers the
protection of its proprietary technologies to be material to its business
prospects. The Company pursues a comprehensive patent program for its product
candidates in the United States and in other countries where it believes that
significant market opportunities exist. The Company owns or has an exclusive
license to patents and patent applications on the critical aspects of its core
technology as well as many specific applications of this technology. However,
the patent positions of pharmaceutical and biopharmaceutical firms including the
Company generally include complex legal and factual questions. There can be no
assurance that the issued patents owned or licensed to the Company, or any
patents that may be issued in the future, will effectively protect the Company's
technology or provide a competitive advantage. There can be no assurance that
any of the patents or patent applications owned or licensed by the Company will
not be challenged, invalidated or circumvented in the future.

The Company's commercial success will also depend on its ability to operate
without infringing upon the patents of others in the United States and abroad.
If any third-party patents are upheld as valid and enforceable in any judicial
or administrative proceeding, the Company could be prevented from practicing the
subject matter claimed in such patents, or would be required to obtain licenses
from the owners of each such patent, or to redesign its products or processes to
avoid infringement. There are pending or issued patents, held by parties not
affiliated with the Company, relating to technologies used by the Company in the
development or use of certain of the Company's contrast agents. In particular,
the Company is aware of certain patents in the United States, Japan and
elsewhere owned by or licensed to one party that relate to MRI contrast agents
and which may cover certain of the Company's MRI contrast agents, including
AngioMARK. Mallinckrodt, one of the Company's strategic partners, has rights
from this third party under those patents which the Company and Mallinckrodt
believe will permit Mallinckrodt to manufacture, market and sell AngioMARK and
other products developed pursuant to the collaboration agreement between the
Company and Mallinckrodt were AngioMARK and those other products to be held to
fall within the claims of those third-party patents. If the agreement with
Mallinckrodt is terminated by either party, the Company would likely be required
to enter into a strategic alliance with another party having a license from this
third party or obtain a license from this third party directly or from others
licensed by this third party in order to manufacture, market and sell AngioMARK
and other chelate-based MRI contrast agents. However, there can be no assurance
that the Company would be able to consummate a strategic alliance with a party
having this third-party license or obtain licenses from third parties on
commercially reasonable terms, if at all. One of the Japanese patents of this
third party will expire in 2007. The Company has filed an appeal in the Japanese
Patents Office requesting that this patent be declared invalid. This appeal will
likely take several years to finally resolve. While the Company believes that it
will prevail in this proceeding, there can be no assurance as to the scope of
the claims that the third party will maintain. The remaining patent rights of
this third party in Japan will expire in 2002, before such time as the Company
presently anticipates that Daiichi will have material sales of AngioMARK in
Japan and, therefore, the Company believes that the existence of such patents in
Japan is unlikely to have a material adverse effect on the Company. However, in
the event that the Company does not prevail in its appeal to the Japanese Patent
Office or Daiichi commercializes AngioMARK in Japan before 2002, it may be
required to obtain an appropriate license from this third party or from others
licensed by this third party, or take other measures to avoid infringement of
third-party patents, including delaying the commencement of product sales. There
can be no assurance that the Company's current or future activities will not be
challenged in the future, that additional patents will not be issued containing
claims materially constraining the proposed activities of the Company, that the
Company will not be required to obtain licenses from third parties, or that the
Company will not become involved in costly, time-consuming litigation regarding
patents in the field of contrast agents, including actions brought to challenge
or invalidate the Company's own patent rights.
<PAGE>


Many of the Company's competitors are continuing to actively pursue patent
protection for activities and discoveries similar to the Company's. There can be
no assurance that these competitors, many of which have substantially greater
resources than the Company and have made substantial investments in competing
technologies, will not seek to assert that the Company's products or chemical
processes infringe their existing patents and/or will not seek new patents that
claim to cover aspects of the Company's technology. Furthermore, patent
applications in the United States are maintained in secrecy until patents issue,
and patent applications in foreign countries are maintained in secrecy for a
specified period after filing. Publication of discoveries in the scientific or
patent literature tends to lag behind actual discoveries and the filing of
related patent applications. In addition, patents issued and patent applications
filed relating to pharmaceuticals are numerous. Therefore, there can be no
assurance that the Company is aware of all competitive patents, either pending
or issued, that relate to products or processes used or proposed to be used by
the Company.

The pharmaceutical and biotechnology industries have been characterized by
extensive litigation regarding patents and other intellectual property rights.
Litigation may be necessary to enforce any patents issued to the Company and/or
determine the scope and validity of others' proprietary rights. The Company may
have to participate in interference proceedings declared by the United States
Patent and Trademark Office or by foreign agencies to determine the priority of
inventions. Any involvement in litigation surrounding these issues could result
in extensive costs to the Company as well as be a significant distraction for
management. Such costs could have a material adverse effect on the Company's
business, financial condition and results of operations.

The Company also relies upon trade secrets, technical know-how and continuing
technological innovation to develop and maintain its competitive position. The
Company typically requires its employees, consultants and advisors to execute
confidentiality and assignment of inventions agreements in connection with their
employment, consulting or advisory relationships with the Company. There can be
no assurance, however, that these agreements will not be breached or that the
Company will have adequate remedies for any breach. Furthermore, there can be no
assurance that competitors will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
the Company's proprietary technology, or that the Company can meaningfully
protect its rights in unpatented proprietary technology. Several of the
Company's management and scientific personnel were formerly associated with
other pharmaceutical and biotechnology companies and academic institutions. In
some cases, these individuals are conducting research in similar areas with
which they were involved prior to joining the Company. As a result, the Company,
as well as these individuals, could be subject to claims of violation of trade
secrets and similar claims.

The Company intends to vigorously protect and defend its intellectual property.
Costly and time-consuming litigation brought by the Company may be necessary to
enforce patents issued to the Company, to protect trade secrets or know-how
owned by the Company, or to determine the enforceability, scope and validity of
the proprietary rights of others.

Extensive Government Regulation; No Assurance of Regulatory Approval. The
Company is subject to extensive governmental regulatory requirements and a
lengthy approval process for its product candidates. The development and
commercial use of the Company's product candidates will be regulated by numerous
federal, state and local governmental authorities in the United States,
including the FDA and comparable foreign regulatory agencies abroad. The nature
of the Company's research and development and manufacturing processes requires
the use of hazardous substances and testing on certain laboratory animals.
Accordingly, the Company is subject to extensive federal, state and local laws,
rules, regulations and policies governing the use, generation, manufacture,
storage, air emission, effluent discharge, handling and disposal of certain
materials and wastes, as well as the use of and care for laboratory animals.
Although the Company believes it is in compliance with all such laws and
maintains policies and procedures to ensure that it remains in compliance, there
can be no assurance that accidents will not happen that would expose the Company
to legal risk and/or financial loss. Furthermore, there can be no assurance that
current laws will not be changed or that new laws will not be passed that force
the Company to change its policies and procedures, an event which could impose
significant costs on the Company.
<PAGE>


The regulatory approval process for new MRI contrast agents, including required
preclinical studies and clinical trials, is lengthy and expensive. Although
certain employees of the Company have experience in obtaining regulatory
approvals, the Company itself has only limited experience in filing or pursuing
applications necessary to gain regulatory approvals. Preclinical testing of the
Company's product development candidates is subject to Good Laboratory Practices
("GLP") as prescribed by the FDA and the manufacture of any products developed
by the Company will be subject to Good Manufacturing Practices ("GMP") as
prescribed by the FDA. There can be no assurance that the necessary FDA
clearances and subsequent approvals will be obtained in a timely manner, if at
all. There can be no assurance as to the length of the clinical trial period or
the number of patients that will be required to be tested in the clinical trials
in order to establish the safety and efficacy of AngioMARK or any future product
candidates of the Company. The Company may encounter unanticipated delays or
significant costs in its efforts to secure necessary approvals. There can be no
assurance, even after the performance of clinical trials and the passage of time
and the expenditure of such resources, that regulatory approval will be obtained
for AngioMARK or any other product candidates that may be developed by the
Company. The Company's analysis of data obtained from preclinical and clinical
activities is subject to confirmation and interpretation by regulatory
authorities, which could delay, limit or prevent FDA regulatory approval. Future
United States legislative or administrative actions also could prevent or delay
regulatory approval of the Company's product candidates. Even if regulatory
approvals are obtained, they may include significant limitations on the
indicated uses for which a product may be marketed. A marketed product also is
subject to continual FDA and other regulatory agency review and regulation.
Later discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market, as well as possible
civil or criminal sanctions. Further, many academic institutions and companies
conducting research and clinical trials in the MRI contrast agent field are
using a variety of approaches and technologies. Any adverse results obtained by
such researchers in preclinical studies or clinical trials could adversely
affect the regulatory environment for MRI contrast agents generally. In
addition, if marketing approval is obtained, the FDA may require post-marketing
testing and surveillance programs to monitor the product's efficacy and side
effects. Results of these post-marketing programs may prevent or limit the
further marketing of the monitored product.

The Company and its strategic partners are also subject to numerous and varying
foreign regulatory requirements governing the design and conduct of clinical
trials and the manufacturing and marketing of its products. The foreign
regulatory approval process may include all of the risks associated with
obtaining FDA approval set forth above, and there can be no assurance that
foreign regulatory approvals will be obtained on a timely basis, if at all.

History of Operating Losses and Accumulated Deficit; Uncertainty of Future
Profitability. The Company's future financial results are uncertain. The Company
has experienced significant losses since it commenced operations in 1992. As of
December 31, 1998, the Company had accumulated net losses of approximately $28.4
million. These losses have resulted primarily from expenses associated with the
Company's research and development activities, including preclinical and
clinical trials, and general and administrative expenses. The Company
anticipates that its research and development expenses will increase
significantly in the future and it expects to incur substantial losses over at
least the next several years. There can be no assurance that the Company will
ever be able to generate revenues from the sale of products. Moreover, even if
the Company generates product revenues, there can be no assurance that the
Company will be able to achieve or sustain profitability. The Company's results
of operations have varied and will continue to vary significantly from quarter
to quarter and depend on, among other factors: the timing of fees and milestone
payments received from strategic partners; the formation of new strategic
alliances by the Company; the timing of expenditures in connection with research
and development activities, including clinical trials; the timing of product
introductions and associated launch, marketing and sales activities; and the
timing and extent of product acceptance for different indications and
geographical areas of the world.
<PAGE>


Future Capital Needs; Uncertainty of Additional Funding. Since inception, the
Company has funded its operations primarily through its public offerings of
Common Stock, private sales of equity securities, equipment lease financings and
license payments from its strategic partners. The Company believes that existing
cash and cash equivalents will be sufficient to fund its operations through the
first quarter of 2000. The Company believes that it will need to raise
substantial additional funds for research, development and other expenses,
through equity or debt financings, strategic alliances or otherwise, prior to
commercialization of any of its product candidates. The Company's future
liquidity and capital requirements will depend upon numerous factors, including
the following: the progress and scope of clinical trials; the timing and costs
of filing future regulatory submissions; the timing and costs required to
receive both United States and foreign governmental approvals; the cost of
filing, prosecuting, defending and enforcing patent claims and other
intellectual property rights; the extent to which the Company's products gain
market acceptance; the timing and costs of product introductions; the extent of
the Company's ongoing research and development programs; the costs of training
physicians to become proficient with the use of the Company's products; and, if
necessary once regulatory approvals are received, the costs of developing
marketing and distribution capabilities. There can be no assurance that
additional financing will be available on terms acceptable to the Company, or at
all. The Company's inability to fund its capital requirements would have a
material adverse effect on the Company's business, financial condition and
results of operations. If adequate funds are not available, the Company may be
required to curtail operations significantly or to obtain funds by entering into
arrangements with strategic partners or others that may require the Company to
relinquish rights to certain of its technologies, product candidates, products
or potential markets. To the extent that additional capital is raised through
the sale of equity or securities convertible into equity, the issuance of such
securities could result in dilution to the Company's existing stockholders.

Limited Manufacturing Capability. The Company does not have, nor does it
currently have plans to develop, full-scale manufacturing capability for
AngioMARK. While it does manufacture small amounts of AngioMARK for research and
development efforts, the Company intends to rely on Mallinckrodt as the primary
manufacturer of AngioMARK for Phase III clinical trials as well as for any
future human clinical trials and commercial use. If Mallinckrodt is unable to
produce AngioMARK in adequate amounts and at a reasonable cost or to comply with
any applicable regulations, including GMP, it could have a material adverse
effect on the Company's business, financial condition and results of operations.
Furthermore, should Mallinckrodt fail to fulfill its manufacturing
responsibilities satisfactorily, the Company could be forced to find an
alternative manufacturer. There can be no assurance that the Company would be
able to find such an alternative manufacturer. In the event the Company were
forced to develop its own FDA-approved full-scale manufacturing capability, it
would require significant expenditures of capital and management attention and
resources and could require the Company to obtain a license from a third party,
and would result in a delay in the approval or commercialization of AngioMARK.
There can be no assurance that the Company would be able to obtain such a
license on commercially reasonable terms, if at all.

Dependence on Suppliers. The Company currently procures the raw materials for
the various components of AngioMARK from a broad variety of vendors and,
wherever possible, maintains relationships with multiple vendors for each
component. There are a number of components of AngioMARK for which the largest
suppliers may have significant control over the market price due to controlling
market shares. If any one of the Company's suppliers decided to increase prices
significantly or reduce quantities of components of AngioMARK available for sale
to the Company, it could have a material adverse effect on the Company's ability
to commercialize AngioMARK and on the Company's business, financial condition
and results of operations.

Potential Product Liability Exposure and Insurance. The clinical testing,
manufacturing and marketing of the Company's product candidates may expose the
Company to product liability claims, and there can be no assurance that the
Company will not experience material product liability losses in the future. The
Company currently has limited product liability insurance for the use of its
product candidates in clinical research, but there can be no assurance that such
coverage will continue to be available on terms acceptable to the Company or
that such coverage will be adequate for liabilities actually incurred. The
Company does not have product liability insurance coverage for the commercial
sale of its products but intends to obtain such coverage if and when its product
candidates are commercialized. However, there can be no assurance that the
Company will be able to obtain adequate additional product liability insurance
coverage on acceptable terms, if at all. A successful claim brought against the
Company in excess of available insurance coverage, or any claim or product
recall that results in significant adverse publicity against the Company, may
have a material adverse effect on the Company's business, financial condition
and results of operations.
<PAGE>


Uncertainty of Adequate Reimbursement. The Company could be adversely affected
by changes in reimbursement policies of governmental or private healthcare
payors, particularly to the extent any such changes affect reimbursement for
procedures in which the Company's product candidates would be used. Failure by
physicians, hospitals and other users of the Company's products to obtain
sufficient reimbursement from third-party payors for the procedures in which the
Company's product candidates would be used or adverse changes in governmental
and private third-party payors' policies toward reimbursement for such
procedures would have a material adverse effect on the Company's business,
financial condition and results of operations. If the Company obtains the
necessary foreign regulatory approvals, market acceptance of the Company's
product candidates in international markets would be dependent, in part, upon
the availability of reimbursement within prevailing healthcare payment systems.
Reimbursement and healthcare payment systems in international markets vary
significantly by country, and include both government sponsored health care and
private insurance. The Company intends to seek international reimbursement
approvals, although there can be no assurance that any such approvals will be
obtained in a timely manner, if at all, and failure to receive international
reimbursement approvals could have an adverse effect on market acceptance of the
Company's products in the international markets in which such approvals are
sought.

Dependence Upon Key Personnel. The Company's future business and operating
results depend in significant part upon the continued contributions of its key
technical and senior management personnel, many of whom would be difficult to
replace and certain of whom perform important functions for the Company beyond
those functions suggested by their respective job title or description. The
Company's future business and operating results also depend in significant part
upon its ability to attract and retain qualified management, operational and
technical personnel. Competition for such personnel is intense, and there can be
no assurance that the Company will be successful in attracting or retaining such
personnel. Although the Company maintains key life insurance on the lives of
certain officers, the loss of any key employee, the failure of any key employee
to perform in his or her current position, or the Company's inability to attract
and retain skilled employees, as needed, could have a material adverse effect on
the Company's business, financial condition and results of operations.

Possible Volatility of Share Price. The market prices of the capital stock of
medical technology companies have historically been very volatile, and the
market price of the shares of the Company's Common Stock may be highly volatile.
The market price of the shares of the Company's Common Stock may be
significantly affected by factors such as actual or anticipated fluctuations in
the Company's operating results, announcements of technological innovations, new
products or new contracts by the Company or its competitors, developments with
respect to patents or proprietary rights, conditions and trends in the
pharmaceutical and other technology industries, adoption of new accounting
standards affecting such industries, changes in financial estimates by
securities analysts, general market conditions and other factors. In addition,
the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the common
stock of development stage companies. These broad market fluctuations may
adversely affect the market price of the Company's Common Stock. In the past,
following periods of volatility in the market price of a particular company's
securities, class action securities litigation has often been brought against
that company. Such litigation, if brought against the Company, could result in
substantial costs and a diversion of management's attention and resources.

Anti-Takeover Effect of Certain Charter and By-Law Provisions and Delaware Law.
The Company's Restated Certificate of Incorporation (the "Restated Certificate")
authorizes the Board of Directors to issue, without stockholder approval, up to
1,000,000 shares of preferred stock ("Preferred Stock") with voting, conversion
and other rights and preferences that could adversely affect the voting power or
other rights of the holders of Common Stock. The issuance of Preferred Stock or
of rights to purchase Preferred Stock could be used to discourage an unsolicited
acquisition proposal. In addition, the possible issuance of Preferred Stock
could discourage a proxy contest, make more difficult the acquisition of a
substantial block of the Company's Common Stock or limit the price that
investors might be willing to pay for shares of the Company's Common Stock. The
Restated Certificate provides for staggered terms for the members of the Board
of Directors. A staggered Board of Directors and certain provisions of the
Company's By-laws (the "By-laws") and of Delaware law applicable to the Company
could delay or make more difficult a merger, tender offer or proxy contest
involving the Company. The Company, for example, is subject to Section 203 of
the General Corporate Law of Delaware which, subject to certain exceptions,
restricts certain transactions and business combinations between a corporation
and a stockholder owning 15% or more of the corporation's outstanding voting
stock (an "interested stockholder") for a period of three years from the date
the stockholder becomes an interested stockholder. These provisions may have the
effect of delaying or preventing a change of control of the Company without
action by the stockholders and, therefore, could adversely affect the price of
the Company's Stock.

Absence of Dividends. To date, the Company has neither declared nor paid any
cash dividends on shares of its Common Stock and does not anticipate paying any
cash dividends in the foreseeable future.