ORPHAN MEDICAL, INC.

   CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information without fear of litigation so long as statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those projected. The Company desires to take advantage of these
"safe harbor" provisions and is filing this Exhibit 99 in order to do so.
Accordingly, when used in this Annual Report on Form 10-K and in future filings
by the Company with the Securities and Exchange Commission, quarterly reports,
press releases and in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result", "look for", "may
result", "will continue", "is anticipated", "expect", "project", or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from historical earnings and those presently anticipated or
projected. The Company hereby cautions readers that the following important
factors, among others, could affect the Company's financial performance and
could cause the Company's actual results for future periods to differ materially
from any forward-looking statements made by or on behalf of the Company.

LACK OF REVENUES AND PROFITABLE OPERATIONS; UNCERTAINTY OF FUTURE FINANCIAL
RESULTS. 
The Company has been unprofitable since its inception in January 1993 and had an
accumulated deficit of $20,879,179 as of June 30, 1997. From inception through
June 30, 1997, the Company reported Elliotts B Solution, Cystadane and
Antizol-Vet sales of $303,391 and gross profit on such sales of $172,264, which
the Company considers immaterial for purposes of funding future product
development or business growth. The Company expects operating losses to continue
into 1999 as it expends additional funds on product development. The amount of
these losses may vary significantly from year-to-year and quarter-to-quarter and
will depend on, among other factors, the timing of product development and
regulatory approval. There can be no assurance that the Company will ever
generate material product revenues or achieve profitability.


DEVELOPMENT STAGE COMPANY.
The Company is in the development stage and its operations and the development
of its proposed products are subject to all of the risks inherent in the
establishment of a new business enterprise, including reliance on key personnel,
the lack of fully-developed products, insufficient capital, a competitive
environment characterized by numerous well-established and well-capitalized
competitors, expected operating losses into 1999, a market subject to extensive
regulatory oversight, and reliance on outside contractors for the manufacture
and distribution of its proposed products. The likelihood of the success of the
Company must be considered in light of the problems, expenses and delays
frequently encountered in connection with the development of new pharmaceutical
products or medical products and the competitive and regulatory environment in
which the Company operates.


FUTURE CAPITAL REQUIREMENTS; NO ASSURANCE FUTURE CAPITAL WILL BE AVAILABLE.
The Company's current cash, cash equivalents, and short-term investments are
expected to be sufficient to fund the Company's operations at least through the
first half of 1998. Thereafter, to fully implement the Company's current
business plan through 1999, the Company believes it will need to raise at least
$15,000,000 of additional capital, assuming no internally generated funding is
available. Adequate funds for the Company's operations, whether from financial
markets or from other sources, may not be available when needed on terms
attractive to the Company, or at all. Lack of funding could cause the Company to
delay, scale back or eliminate some or all of its products currently under
development, including acquisition and licensing programs, or prevent the
commercial introduction of some or all of its products altogether.


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DEPENDENCE ON LICENSE AND ACQUISITION STRATEGY.
The Company has adopted a license and acquisition strategy to build its product
portfolio. The Company's strategy for growth is dependent upon its continued
ability to identify and acquire new pharmaceutical products targeted at niche
markets which can be promoted through the Company's existing marketing and
distribution channels. Because the Company does not engage in proprietary
research and development of new pharmaceutical products, it must rely upon the
willingness of others to sell or license pharmaceutical product opportunities to
the Company. Other companies, including those with substantially greater
resources, are competing with the Company to acquire such products. There can be
no assurance that the Company will be able to acquire rights to additional
products on acceptable terms, if at all. The failure of the Company to acquire
or license new pharmaceutical products or to promote or market commercially
successful products would have a material adverse effect on the Company's
business and its prospects. Further, the marketing strategy, distribution
channels and levels and bases of competition with respect to newly acquired or
licensed products may be different than those of the Company's Current Products
and there can be no assurance that the Company will be able to compete favorably
in marketing any product.

The Company has contractual production rights to certain compounds through
various license agreements. These agreements are generally terminable by the
licensor for cause upon short notice or in the event the Company is insolvent or
bankrupt, does not apply minimum resources and efforts to develop the compound
under license or does not achieve certain minimum royalty payments. There can be
no assurance that the agreements will not be so terminated and, if terminated,
that the Company will be able to enter into similar agreements on terms as
favorable to the Company as those contained in its existing license agreements.

FOREIGN MARKETING ALLIANCES; NO ASSURANCE OF FOREIGN LICENSEES.
The Company's strategy for the exploitation of foreign markets for its products
is to enter into marketing alliances with multinational and foreign
pharmaceutical companies. From inception through June 30, 1997, the Company has
licensed the rights to sell Cystadane in Australia and New Zealand and has
entered into agreements with two companies for the distribution of Antizol in
Europe. Sales of Cystadane for Australia and New Zealand have not been nor are
they expected to be material. Distribution of Antizol in Europe will initially
be done on a "named patient" or "emergency use" basis until full regulatory
approval is obtained, and the Company does not expect such "emergency use"
distribution to result in material sales. Distribution of Antizol in Europe
through normal or the usual distribution channels will not commence until the
product has received marketing approval in each European country into which the
distributor expects to sell the product. The Company typically receives upfront
fees for entering into such arrangements and expects to realize future benefits
because the Company will be the exclusive supplier of the product sold to the
distributor in these foreign markets. However, there can be no assurance that
the Company will be able to negotiate additional alliances for its other
products on acceptable terms, if at all, or that such alliances will be
successful. The Company will be substantially dependent upon the companies it
has contracted with to date for the successful distribution of Cystadane and
Antizol outside the U.S. and, if these companies are unsuccessful in their
distribution efforts, it would be difficult for the Company to contract with
other distributors for these products within the licensed territories.

GOVERNMENT REGULATION; NEED FOR FDA AND OTHER REGULATORY APPROVALS.
Government regulation in the United States and abroad will be a significant
factor in the production, testing and marketing of the Company's current and
future products. Prior to marketing, each of the Company's products must undergo
an extensive regulatory approval process conducted by the United States Food and
Drug Administration (the "FDA") and by comparable agencies in other countries.
The approval process can take many years and require the expenditure of
substantial resources, and there can be no assurance that any product that the
Company may develop will be approved by the FDA or any foreign regulatory
authority in a timely manner, or at all. Generally, only a very small percentage
of newly discovered pharmaceutical compounds that enter pre-clinical development
are approved for sale. The Company will not be permitted to market any medicine
it may develop as a prescription product in any jurisdiction in which the
product does not receive regulatory approval. Once approved, the Division of
Drug Marketing, Advertising and Communication ("DDMAC"), the FDA's marketing
surveillance department


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within the Center for Drugs, must approve marketing claims, which are the basis
for a product's labeling, advertising and promotion. There can be no assurance
that the claims the Company is seeking will be approved by DDMAC. The failure to
obtain acceptable marketing claims on a product from DDMAC could have a material
adverse effect on the Company and its prospects.

The Company depends on external laboratories and medical institutions to conduct
its pre-clinical and clinical testing in compliance with clinical and laboratory
practices established by the FDA. The data obtained from pre-clinical and
clinical testing are subject to varying interpretations that could delay, limit
or prevent regulatory approval. In addition, delays or rejection may be
encountered based upon changes in FDA policy for drug approval during the period
of development and by the requirements for regulatory review of each submitted
New Drug Application ("NDA"). Moreover, even if the FDA approves a product, such
approval may entail commercially unacceptable limitations on the uses, or
"indications," for which a product may be marketed, and further studies may be
required to provide additional data on safety or effectiveness. The FDA also
requires post-marketing adverse event surveillance programs to monitor the
product's side effects.

An approved FDA product and the product's manufacturer are subject to continual
regulatory review and the later discovery of previously unknown problems with a
product or manufacturer may result in restrictions or sanctions on such products
or manufacturer, including the withdrawal of such product from the market. Most
changes in the manufacturing procedures for any of the Company's approved
products and any change in manufacturers will require the approval of the FDA
prior to their implementation Obtaining the FDA's approval for a change in
manufacturing procedures or change in manufacturers could cause production
delays and loss of sales, which would have a material adverse effect the
Company's business and its prospects.

In certain countries, the sales price of a product must also be approved after
marketing approval is granted. No assurance can be given that satisfactory
prices can be obtained in foreign markets even if marketing approval is granted
by foreign regulatory authorities.

ORPHAN DRUG STATUS.
Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs
intended to treat a "rare disease or condition," which generally is a disease or
condition that affects populations of fewer than 200,000 people in the United
States. Orphan drug designation must be requested before submitting an NDA, and
after the FDA grants orphan drug designation, the generic identity of the
therapeutic agent and its potential orphan use are publicized by the FDA. Under
current law, orphan drug designation confers United States marketing exclusivity
upon the first company to receive FDA approval to market the designated drug for
the designated indication for a period of seven years following approval of the
NDA, subject to certain limitations. Orphan drug designation does not convey any
advantage in, or shorten the duration of, the regulatory approval process.
Moreover, although obtaining FDA approval to market a product with an orphan
drug designation can be advantageous, there can be no assurance that the scope
of protection or the level of marketing exclusivity that is currently afforded
by orphan drug designation and marketing approval will remain in effect in the
future. Most of the Company's Current Products have received orphan drug
designations and the Company intends to seek such designations for appropriate
product candidates in the future. There can be no assurance, however, that any
product candidates will receive an orphan drug designation or that any of the
Company's products with such a designation will be the first to be approved by
the FDA for the designated indication, thereby obtaining orphan drug marketing
exclusivity. Orphan drug designation does not prevent other manufacturers from
attempting to develop the same drug for the designated indication or from
obtaining the approval of an NDA for their drug prior to the approval of the
Company's NDA. If another sponsor's NDA for the same drug and the same
indication is approved first, that sponsor is entitled to exclusive marketing
rights if that sponsor has received orphan drug designation for its drug. In
that case, the FDA would refrain from approving an application by the Company to
market its competing product for seven years, subject to certain limitations.
There can be no assurance that competing products will not receive orphan drug
designations and FDA marketing approval before the Company's products.

NDA approval of a drug with an orphan drug designation does not prevent the FDA
from approving the same drug for a different indication, or a molecular
variation of the same drug for the same indication. Because doctors are not


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restricted by the FDA from prescribing an approved drug for uses not approved by
the FDA, it is also possible that another company's drug could be prescribed for
indications for which the Company's product has received orphan drug designation
and NDA approval. Such prescribing of approved drugs for unapproved uses
(commonly referred to as "off label" use) could adversely affect the marketing
potential of products that have received orphan drug designation and NDA
approval. In addition, NDA approval of a drug with an orphan drug designation
does not provide any marketing exclusivity in foreign markets.

The possible amendment of the Orphan Drug Act by the United States Congress has
been the subject of frequent discussion. Although no significant changes to the
Orphan Drug Act have been made for a number of years, members of Congress have
from time to time proposed legislation that would limit the application of the
Orphan Drug Act. There can be no assurance as to the precise scope of protection
that may be afforded by orphan drug designation and marketing approval in the
future or that the current level of exclusivity will remain in effect.

RELIANCE ON PATENTS AND OTHER PROPRIETARY RIGHTS.
The pharmaceutical industry places considerable importance on obtaining patent
and trade secret protection for new technologies, products and processes. The
Company's success will depend, in part, on its ability to enjoy, obtain and
enforce protection for its products under United States and foreign patent laws
and other intellectual property laws, preserve the confidentiality of its trade
secrets and operate without infringing the proprietary rights of third parties.
The patent position of pharmaceutical firms is often highly uncertain and
generally involves complex legal and factual questions. The use of four of the
Current Products or treatment methods that the Company has licensed are covered
by United States patents, and applications for additional United States patents
covering the use of certain of its other Current Products have been or are
expected to be filed. The Company evaluates the desirability of seeking patent
or other forms of protection for its products in foreign markets based on the
expected costs and relative benefits of attaining such protection. There can be
no assurance that any patents will be issued from any applications or that any
issued patents will afford adequate protection to the Company. Further, there
can be no assurance that any issued patents will not be challenged, invalidated,
infringed or circumvented or that any rights granted thereunder will provide
competitive advantages to the Company. Parties not affiliated with the Company
have obtained or may obtain United States or foreign patents or possess or may
possess proprietary rights relating to the Company's Current Products. There can
be no assurance that patents now in existence or hereafter issued to others will
not adversely affect the development or commercialization of the Company's
Current Products or that the Company's planned activities will not infringe
patents owned by others.

The Company could incur substantial costs in defending itself in infringement
suits brought against it or any of its licensors or in asserting any
infringement claims that the Company may have against others. The Company could
also incur substantial costs in connection with any suits relating to matters
for which the Company has agreed to indemnify its licensors or distributors. An
adverse outcome in any such litigation could have a material adverse effect on
the Company's business and prospects. In addition, the Company could be required
to obtain licenses under patents or other proprietary rights of third parties.
No assurance can be given that any such licenses would be made available on
terms acceptable to the Company, or at all. If the Company is required to, and
does not obtain any such required licenses, it could be prevented from, or
encounter delays in, developing, manufacturing or marketing one or more of its
products.

All of the Company's Current Products, except for Cystadane, Elliotts B
Solution, and Antizol-Vet, are in the development stage. Even if the development
of such products is successful and approval for sale is obtained, there can be
no assurance that applicable patent coverage, if any, will not have expired or
will not expire shortly after such approval. Any such expiration could have a
material adverse effect on the sales and profitability of such product. Further,
some of the compounds the Company has developed or intends to develop
(Cystadane, Elliotts B Solution, Antizol, Antizol-Vet, Repliderm, Xyrem and
Sucraid) are believed to be in the public domain or not presently subject to
patent protection in the United States.

The Company also seeks to protect its proprietary information and technology in
part by confidentiality agreements and inventors' rights agreements with its
employees. There can be no assurance that these agreements will not be


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breached, that the Company will have adequate remedies for any breach or that
the Company's trade secrets will not otherwise be disclosed to or discovered by
its competitors.

COMPETITION; RAPID TECHNOLOGICAL CHANGE.
Competition in the pharmaceutical industry is intense. Potential competitors in
the United States are numerous and include pharmaceutical, chemical and
biotechnology companies, most of which have substantially greater capital
resources, marketing experience, research and development staffs and facilities
than the Company. Although the Company seeks to limit potential sources of
competition by developing products that are eligible for orphan drug designation
and NDA approval or other forms of protection, there can be no assurance that
the Company's competitors will not succeed in developing similar technologies
and products more rapidly than the Company or that these competing technologies
and products will not be more effective than any of those that are being or will
be developed by the Company.

The Company is aware of products being developed by potential competitors that
have received orphan drug designations for the same respective indications as
three of the Company's Current Products. If these drugs are approved for
marketing before the Company's products, the Company would be required to obtain
a license from these entities before its own competing products could be
marketed. There can be no assurance that any required license would be available
on commercially acceptable terms, or at all.

The pharmaceutical industry has experienced rapid and significant technological
change. The Company expects that pharmaceutical technology will continue to
develop rapidly, and the Company's future success will depend, in large part, on
its ability to develop and maintain a competitive position. Technological
development by others may result in the Company's products becoming obsolete
before they are marketed or before the Company recovers a significant portion of
the development and commercialization expenses incurred with respect to such
products. In addition, alternative therapies or new medical treatments could
alter existing treatment regimes, and thereby reduce the need for one or more of
the Company's products, which would adversely affect the Company's business and
its prospects.

RISKS OF NEW PRODUCT DEVELOPMENT; MARKET UNCERTAINTY.
Only three of the Company's Current Products have been approved for marketing by
regulatory authorities in the United States or elsewhere. Even if the balance of
the Company's Current Products are approved for sale, there can be no assurance
that they will be commercially successful or that they will obtain the results
expected. The Company may encounter unanticipated problems relating to the
development, manufacturing, distribution and marketing of its products, some of
which may be beyond the Company's financial and technical capacity to solve. The
failure to adequately address any such problems could have a material adverse
effect on the Company's business and its prospects.

No drug development portfolio can be completely insulated from potential
failures, and it is likely that some products selected for development by the
Company will not produce the results expected during clinical studies, not
receive FDA approval or fail generate product sales of an acceptable level. The
Company has terminated the development of two products from its portfolio since
inception: L-Cycloserine in 1994 and Glucaric Acid in 1996. Five of the
Company's Current Products under development are being evaluated in small scale
pilot clinical trials, which, if successful, may be developed further. Although
the Company seeks to minimize its product development risk by spreading its
product development efforts and resources over a number of products, the
termination of the development of any one or more of the Company's Current
Products could have a material adverse effect on the Company and its prospects.

Most orphan drugs have a potential United States market of less than $10 million
annually and many address annual markets of less than $1 million. There can be
no assurance that the Company's sales of its products will be profitable even if
accepted and used by patients and medical specialists.


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DEPENDENCE UPON OTHERS FOR CLINICAL TESTING AND MANUFACTURING.
The Company does not have and does not intend to establish any internal product
testing, manufacturing or distribution capabilities. Accordingly, the Company
will be required to enter into arrangements with other companies for the
clinical testing, manufacture and distribution of its products. The inability of
the Company to retain third-parties for these purposes on acceptable terms could
adversely affect the Company's ability to develop and market its products. Any
failures by third-parties to adequately perform their responsibilities may delay
the submission of products for regulatory approval, impair the Company's ability
to deliver its products on a timely basis or otherwise impair the Company's
competitive position. In addition, the Company's dependence on third-parties for
the development, manufacture and distribution of its products may adversely
affect its potential profit margins and its ability to develop and deliver its
products on a timely basis.

The manufacture of drugs can be an expensive, time consuming and complex process
and may require the use of materials with limited availability or a dependence
on sole suppliers. In addition, most of the Current Products have not yet been
manufactured in commercial quantities, and there can be no assurance that such
products can be so manufactured in a cost-effective manner. Manufacturers of the
Company's products will be subject to applicable good manufacturing practices
("GMP") prescribed by the FDA or other rules and regulations prescribed by
foreign regulatory authorities. There can be no assurance that the Company will
be able to enter into or maintain relationships either domestically or abroad
with manufacturers whose facilities and procedures comply or will continue to
comply with GMP or applicable foreign requirements. Should manufacturing
agreements be entered into, the Company will be dependent on such manufacturers
for continued compliance with GMP and applicable foreign standards. Failure by a
manufacturer of the Company's products to comply with GMP or applicable foreign
requirements could result in significant time delays or the inability of the
Company to commercialize or continue to market a product and could have a
material adverse effect on the Company and its prospects. In the United States,
failure to comply with GMP or other applicable legal requirements can lead to
federal seizure of violative products, injunctive actions brought by the federal
government, and potential criminal and civil liability on the part of a company
and its officers and employees.

DEPENDENCE UPON OTHERS FOR DISTRIBUTION.
The Company has entered into a three-year exclusive agreement with Cardinal
Health, Inc. ("Cardinal"), whereby Cardinal, through its Specialty Companies,
will provide a variety of services to support the effective commercialization of
Orphan Medical's pharmaceutical product portfolio. Cardinal will provide
integrated distribution and operations services to process and support
transactions between Orphan Medical and wholesalers, specialty distributors, and
direct customers; reimbursement management; patient assistance and information
hotline services; and specialty distribution and marketing services to physician
practices. Elliotts B Solution is currently distributed exclusively by Cardinal
and, with this agreement, Cardinal will distribute the Company's products that
receive marketing approval from the FDA in the future. The Company will,
therefore, be substantially dependent upon Cardinal's ability to successfully
distribute Elliotts B Solution and all of the Company's products that receive
marketing approval from the FDA within the next three years.

Cystadane is currently distributed in the U.S. by Chronimed Inc. ("Chronimed"),
who distributes this product directly to patients through its mail order
pharmacy. The Company is substantially dependent upon Chronimed's ability to
successfully distribute Cystadane directly to patients in the U.S.

Antizol-Vet is currently distributed exclusively through W.A. Butler Company
("Butler"), the largest distributor of veterinary pharmaceuticals in the United
States. The Company is substantially dependent upon Butler's ability to
successfully distribute Antizol-Vet.

There can be no assurance that other distribution companies would be available
or continue to be available on commercially acceptable terms, if at all. The
loss of a distributor or failure to come to terms with an existing distributor
could have a material adverse effect on the Company and its prospects.


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UNCERTAIN EXTENT OF PRICE FLEXIBILITY AND THIRD-PARTY REIMBURSEMENT.
The Company's ability to commercialize its Current Products successfully will
depend in part on the price it may be able to charge for its products and on the
extent to which reimbursement for the cost of such products and related
treatment will be available from government health administration authorities,
private health insurers and other third-party payors. Government officials and
private health insurers are increasingly challenging the price of medical
products and services. Significant uncertainty exists as to the pricing
flexibility suppliers will have with respect to, and the reimbursement status
of, newly approved health care products.

In the United States, the Company expects that there will continue to be a
number of federal and state proposals to implement government control of pricing
and profitability of prescription pharmaceuticals. Cost controls, if mandated by
a government agency, could decrease the price the Company receives for its
Current Products or products it may develop in the future and, by preventing the
recovery of development costs, which could be substantial, and an appropriate
profit margin, could have a material adverse effect on the Company. Furthermore,
federal and state regulations govern or influence the reimbursement to health
care providers in connection with medical treatment of certain patients. If any
actions are taken by federal and/or state governments, such actions could
adversely affect the prospects for sales of the Company's products. There can be
no assurance that actions taken by federal and/or state governments, if any,
with regard to health care reform will not have a material adverse effect on the
Company and its prospects.

Certain third-party payors may attempt to further control costs by selecting
exclusive providers of their pharmaceutical products. If such arrangements were
made with competitors of the Company, such payors would not reimburse patients
for purchases of the Company's competing products. This lack of reimbursement
would diminish the market for the Company's products and could have a material
adverse effect the Company and its prospects.

RISK OF PRODUCT RECALL
Product recalls may be issued at the discretion of the Company, the FDA, the
U.S. Federal Trade Commission, or other government agencies having regulatory
authority for product sales, and may occur due to disputed labeling claims,
manufacturing issues, quality defects, or other reasons. No assurance can be
given that product recalls will not occur. The Company does not carry any
insurance to cover the risk of a potential product recall. Any product recall
could have a material adverse effect on the Company and its prospects.


PRODUCT LIABILITY AND INSURANCE RISKS.
The testing and sale of human health care products by the Company entails an
inherent risk that product liability claims may be asserted against the Company.
As the Company expands the scope of its clinical testing, the Company will be
exposed to increasing potential liabilities. The pharmaceutical industry has
experienced increasing difficulty in maintaining product liability insurance
coverage at reasonable levels, and substantial increases in insurance premium
costs in many cases have rendered coverage economically impractical. The Company
currently carries product liability coverage in the aggregate amount of $5
million for all claims made in any policy year. Although to date the Company has
not been the subject of any product liability or other claims, there can be no
assurance that the Company will be able to maintain product liability insurance
on acceptable terms or that its insurance will provide adequate coverage against
potential claims. The successful assertion of any uninsured product liability or
other claim against the Company could have a material adverse effect on the
Company's business and prospects.


DEPENDENCE ON CERTAIN OFFICERS AND KEY MANAGEMENT PERSONNEL.
The Company's success will be largely dependent upon the efforts of John Howell
Bullion, its Chief Executive Officer, and Bertram A. Spilker, Ph.D., M.D., its
President. The loss of the services of either Mr. Bullion or Dr. Spilker could
have a material adverse effect on the Company's strategic direction and its
prospects. The Company is also dependent upon several other key management
personnel. The loss of the services of one or more key employees, or the
inability of the Company to attract and retain skilled management and marketing
personnel in the 


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future, could have a material adverse effect on the Company and its prospects.
The Company has a $1 million key-man life insurance policy for Dr. Spilker, and
has no life insurance for Mr. Bullion or any other key employee.

RELATIONSHIP WITH CHRONIMED.
Although the Company believes the agreements that it had with Chronimed since
its July 1, 1994 spin-off were commercially reasonable, such agreements were not
the product of arms-length negotiations. In June 1997, the Company terminated
these agreements (the "Termination Agreement"), except for the Cystadane
Agreement. The Termination Agreement provides that the Company pay Chronimed
compensation equal to $2,500,000, consisting of cash and shares of the Company's
Common Stock. The October 1996 Cystadane Agreement between the Company and
Chronimed applies solely to the domestic distribution of Cystadane. Several of
the Company's directors and executive officers are current or former employees,
shareholders and/or directors of Chronimed. The Termination Agreement and the
October 1996 Cystadane Agreement were approved by all of the independent
outside members of the Company's Board of Directors.

POSSIBLE VOLATILITY OF STOCK PRICE AND DILUTION OF STOCK - TERMINATION AGREEMENT
WITH CHRONIMED.
Pursuant to the terms of the Termination Agreement, the Company has a remaining
obligation to compensate Chronimed with cash and Common Stock having a total
value of $2,250,000. Cash payments against this remaining obligation will be
based on a 3 percent temporary royalty on the Company's product sales, payable
quarterly, beginning September 30, 1997. Unregistered shares of Common Stock
equal to 1 percent of the Company's outstanding shares at each quarter end,
beginning March 31, 1998, will be issued quarterly to Chronimed until the sum of
all temporary royalty payments and the market value (as defined below) of all
issued Common Stock equals $2,250,000, at which time the Company's obligation to
make temporary royalty payments will cease. The Company is obligated file a
registration statement with the Securities and Exchange Commission to register
such shares. The market value of shares issued to Chronimed as payment against
the remaining obligation of $2,250,000 will be determined as follows: (i) the
market value of any such shares sold within 90 days after the effective date of
a registration statement covering such shares will be equal to the net proceeds
realized by Chronimed from the sale of such shares, or (ii) the market value of
any such shares not sold within 90 days after the effective date of a
registration statement covering such shares will be equal to the average last
bid price for shares of the Company's Common Stock as reported on Nasdaq for the
last five days within the 90 day period. The Company anticipates Chronimed will
sell in the open market the shares it receives from the Company within the 90
day period. The Company has the option, regardless of the market price of its
Common Stock, to buy-out for cash the remaining obligation to Chronimed.

There is risk that the Company's current shareholders' ownership could be
substantially diluted and/or the market value of their shares adversely affected
in the event any one or a combination of the following events occur: (1) sales
by Chronimed of the Company's Common Stock cause the price of the Company's
Common Stock to decrease; (2) in the event of a decline in the value of the
Company's Common Stock, the Company would be required to issue more shares in
subsequent periods to satisfy its remaining obligation to Chronimed; or (3) the
Company's sales of future products are significantly less than forecast, which
would decrease the temporary royalty payments that would be applied against the
remaining obligation and, thereby, increase the number of shares required to be
issued to Chronimed. The realization of any one or combination of these risks,
or the decision by the Company to exercise its option to effect a cash buy-out
of the remaining obligation, could have a material adverse effect on the
Company's business, its prospects and its shareholders.

POSSIBLE VOLATILITY OF STOCK PRICE - GENERAL.
There is generally significant volatility in the market prices of securities of
early stage pharmaceutical companies. Contributing to this volatility are
various factors and events, such as the announcements by the Company or its
competitors of new product developments, clinical testing results, governmental
approvals, regulations or actions, developments or disputes relating to patents
or proprietary rights, public concern over the safety of therapies and
fluctuations in financial performance from period to period. These and other
factors and events may have a significant impact on the Company's business and
on the market price of the Common Stock.