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                                                                EXHIBIT 99.01
 
                          RISK FACTORS OF THE COMPANY
 

DEPENDENCE ON CERTAIN INDUSTRIES AND CLIENTS
 
     The Company's revenues are highly dependent upon the research and
development and sales and marketing expenditures of the pharmaceutical and
biotechnology industries. The Company has benefited to date from the growing
tendency of pharmaceutical and biotechnology companies to engage independent
outside organizations to conduct large clinical research and sales and marketing
projects. The Company's operations could be materially and adversely affected by
a general economic decline in these industries or by any reduction in the
outsourcing of development or sales and marketing expenditures. The Company has
in the past derived, and may in the future derive, a significant portion of its
net revenue from a relatively limited number of major projects or clients. In
1996, 10 clients accounted for approximately 48% of the Company's consolidated
net revenue. As pharmaceutical companies continue to outsource large projects
and studies to fewer full-service global providers, the concentration of
business could increase. The Company is likely to experience such concentration
in 1997 and in future years. The loss of any such client could materially and
adversely affect the Company. See "Business -- Clients and Marketing".
 
MANAGEMENT OF GROWTH
 
     The Company has experienced rapid growth over the past 10 years. The
Company believes that its sustained growth places a strain on operational, human
and financial resources. In order to manage its growth, the Company must
continue to improve its operating and administrative systems and to attract and
retain qualified management, professional, scientific and technical personnel.
Foreign operations may involve the additional risks of assimilating differences
in foreign business practices, hiring and retaining qualified personnel, and
overcoming language barriers. The Company has a transnational organizational
structure, comprised of three operating divisions performing complementary
functions with a holding company performing management functions. While this
transnational structure has successfully supported the Company's growth to date,
the Company recently has completed a number of acquisitions, and there can be no
assurance that this structure will continue to be effective. See "Business --
General". Failure to manage growth effectively could have a material adverse
effect on the Company.
 
ACQUISITION RISKS
 
     Acquisitions involve numerous risks, including difficulties and expenses
incurred in connection with the acquisition and the assimilation of the
operations and services of the acquired companies, the diversion of management's
attention from other business concerns and the potential loss of key employees
of the acquired companies. Acquisitions of foreign companies also may involve
the additional risks of assimilating differences in foreign business practices
and overcoming language barriers. Since February 1996, the Company has completed
four acquisitions, both within the United States and internationally. There can
be no assurance that the Company's past and any future acquisitions will be
successfully integrated into its operations. See "Business -- General". The
Company reviews many acquisition candidates in the ordinary course of business,
and the Company continually is evaluating new acquisition opportunities. Given
the CRO industry consolidation which is occurring, the Company expects to
continue to evaluate and compete for suitable acquisition candidates. There can
be no assurance that the Company will successfully complete future acquisitions
nor that acquisitions, if completed, will contribute favorably to the Company's
operations and future financial condition. Although the Company performs due
diligence investigations on each company or business it seeks to acquire, there
may be liabilities which the Company fails or is unable to discover for which
the Company, as a successor owner, may be liable. The Company generally seeks to
minimize its exposure to such liabilities by obtaining
 
                                        
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indemnification from each seller, which may be supported by deferring payment of
a portion of the purchase price. However, there is no assurance that such
indemnifications, even if obtainable, enforceable and collectible (as to which
there also is no assurance), will be sufficient in amount, scope or duration to
fully offset the potential liabilities arising from the acquisitions.
 
RISKS RELATING TO CONTRACT SALES SERVICES
 
     Outsourced contract sales services is a relatively new industry outside the
U.K. The Company believes that the contract sales industry emerged in the 1980s,
primarily in the U.K., because of regulatory cost containment pressure on
pharmaceutical companies. As a result, large pharmaceutical companies began to
outsource their sales and marketing activities incident to product launch. There
is a relatively low level of market penetration for outsourced sales and
marketing services in most other countries, including the United States. As
such, companies in this industry are subject to all of the risks inherent in a
new or emerging industry, including an inability to attract and retain clients,
changes in the regulatory regime, an absence of an established earnings history,
the availability of adequately trained sales representatives and additional and
unforeseen costs and expenses. There can be no assurance that the Company will
be able to market successfully its contract sales and marketing services outside
the U.K. See "Business -- Services".
 
COMPETITION; INDUSTRY CONSOLIDATION
 
     The market for the Company's contract research services is highly
competitive, and the Company competes against traditional CROs, the in-house
research and development departments of pharmaceutical companies, as well as
universities and teaching hospitals. In sales and marketing services, the
Company competes against the in-house sales and marketing departments of
pharmaceutical companies and small local contract sales organizations in each
country in which it operates. The Company also competes against consulting firms
offering healthcare consulting services, including boutique firms specializing
in the healthcare industry and the healthcare departments of large firms.
Expansion by these competitors into other areas in which the Company operates
could affect the Company's competitive position. Increased competition may lead
to price and other forms of competition that may affect the Company's margins.
See "Business -- Competition". Consolidation within the pharmaceutical industry,
as well as a trend by pharmaceutical companies to limit outsourcing to fewer
organizations, has heightened the competition for contract research services. As
a result, consolidation also has occurred among the providers of contract
research services, and several large, full-service providers have emerged,
including the Company. If these consolidation trends continue, they may result
in greater competition among the larger contract research providers for clients
and acquisition candidates.
 
LOSS OR DELAY OF LARGE CONTRACTS; FIXED PRICE NATURE OF CONTRACTS
 
     Most of the Company's contracts are terminable upon 15-90 days' notice by
the client. Although the contracts typically provide for payment of certain fees
for winding down the study and, in some cases, a termination fee, the loss or
delay of a large contract or the loss or delay of multiple contracts could
adversely affect the Company's future net revenue and profitability. Contracts
may be terminated for a variety of reasons, including the failure of a product
to satisfy safety requirements, unexpected or undesired results of the product,
the client's decision to forego a particular study or insufficient patient
enrollment or investigator recruitment. The Company contracts with investigators
who undertake to recruit large numbers of patients in many of its studies. There
can be no assurance that the Company will always be able to satisfy recruitment
targets, particularly in large studies for which there is little precedent. In
addition, most of the Company's contracts for the provision of its services are
fixed price or fee-for-service subject to a cap. Since the Company's contracts
are predominantly structured in this manner, the Company bears the risk of cost
overruns. Underpricing of contracts or significant cost overruns could have a
material adverse effect on the Company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Contract Revenue".
 
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DEPENDENCE ON PERSONNEL
 
     The Company relies on a number of key executives, including Dennis B.
Gillings, Ph.D., its Chairman of the Board of Directors and Chief Executive
Officer. The Company maintains key man life insurance on Dr. Gillings in the
amount of $3 million. The loss of the services of any key executives could have
a material adverse effect on the Company. In addition, the Company's performance
depends on its ability to attract and retain qualified management and
professional, scientific and technical operating staff, as well as its ability
to recruit qualified representatives for its contract sales services. There can
be no assurance that the Company will be able to continue to attract and retain
qualified personnel.
 
POTENTIAL LIABILITY
 
     In connection with its provision of contract research services, the Company
contracts with physicians to serve as investigators in conducting clinical
trials to test new drugs on human volunteers. Such testing creates risk of
liability for personal injury to or death of volunteers, particularly to
volunteers with life-threatening illnesses, resulting from adverse reactions to
the drugs administered. Although the Company does not believe it is legally
accountable for the medical care rendered by third party investigators, it is
possible that the Company could be held liable for the claims and expenses
arising from any professional malpractice of the investigators with whom it
contracts or in the event of personal injury to or death of persons
participating in clinical trials. The Company also could be held liable for
errors or omissions in connection with the services it performs. In addition, as
a result of its Phase I clinical trials facilities, the Company could be liable
for the general risks associated with a Phase I facility including, but not
limited to, adverse events resulting from the administration of drugs to
clinical trial participants or the professional malpractice of Phase I medical
care providers. The Company believes that its risks are reduced by contractual
indemnification provisions with clients and investigators, insurance maintained
by clients and investigators and by the Company, various regulatory
requirements, including the use of institutional review boards and the
procurement of each volunteer's informed consent to participate in the study.
The contractual indemnifications generally do not protect the Company against
certain of its own actions such as negligence. The contractual arrangements are
subject to negotiation with clients and the terms and scope of such
indemnification vary from client to client and from trial to trial. The
financial performance of these indemnities is not secured. Therefore, the
Company bears the risk that the indemnifying party may not have the financial
ability to fulfill its indemnification obligations. The Company maintains
professional liability insurance that covers worldwide territories in which the
Company currently does business and includes drug safety issues as well as data
processing errors and omissions. There can be no assurance that the Company will
be able to maintain such insurance coverage on terms acceptable to the Company.
The Company could be materially and adversely affected if it were required to
pay damages or bear the costs of defending any claim outside the scope of or in
excess of a contractual indemnification provision or beyond the level of
insurance coverage or in the event that an indemnifying party does not fulfill
its indemnification obligations.
 
DEPENDENCE ON GOVERNMENT REGULATION
 
     The Company's contract research business has benefited from the extensive
governmental regulation of the drug development process, particularly in the
United States. In Europe, the general trend has been towards establishing common
standards for clinical testing of new drugs, leading to changes in the various
requirements currently imposed by each country. The Company believes that the
level of regulation is generally less burdensome outside the United States. From
time to time legislation is introduced in the U.S. Congress to substantially
modify regulations administered by the Food and Drug Administration ("FDA")
governing the drug approval process. Changes in regulation in the United States
or elsewhere, including mandatory substitution of generic drugs for patented
drugs, relaxation in the scope of regulatory requirements or the introduction of
simplified drug approval procedures, could decrease the business opportunities
available to the Company. In addition, the failure on the part of the Company to
comply with applicable regulations could result in the termination of ongoing
clinical research
 
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or sales and marketing projects or the disqualification of data for submission
to regulatory authorities, either of which could have a material adverse effect
on the Company.
 
UNCERTAINTY IN HEALTHCARE INDUSTRY AND POSSIBLE HEALTHCARE REFORM
 
     The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the pharmaceutical, biotechnology and
medical device industries. Numerous governments have undertaken efforts to
control growing healthcare costs through legislation, regulation and voluntary
agreements with medical care providers and pharmaceutical companies.
Implementation of government healthcare reform may adversely affect research and
development expenditures by pharmaceutical, biotechnology and medical device
companies which could decrease the business opportunities available to the
Company. Management is unable to predict the likelihood of healthcare reform
legislation being enacted or the effects such legislation would have on the
Company.
 
EXCHANGE RATE FLUCTUATIONS
 
     Approximately 56.5%, 59.2% and 57.0% of the Company's net revenue for the
years ended December 31, 1996, 1995, and 1994, respectively, were derived from
the Company's operations outside the United States. The Company's operations and
financial results could be significantly affected by factors associated with
international operations such as changes in foreign currency exchange rates and
uncertainties relative to regional economic circumstances, as well as by other
risks sometimes associated with international operations. Since the revenue and
expenses of the Company's foreign operations are generally denominated in local
currencies, exchange rate fluctuations between such local currencies and the
U.S. dollar will subject the Company to currency translation risk with respect
to the reported results of its foreign operations. Also, the Company may be
subject to foreign currency transaction risks when the Company's service
contracts are denominated in a currency other than the currency in which the
Company incurs expenses related to such contracts. The Company limits its
foreign currency transaction risks through exchange rate collars stated in its
contracts with clients or the Company hedges the transaction risk with foreign
exchange contracts or options. There can be no assurance that the Company will
not experience fluctuations in financial results from the Company's operations
outside the United States, and there can be no assurance the Company will be
able to contractually or otherwise favorably reduce its currency transaction
risk associated with its service contracts. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
 
VARIATION IN QUARTERLY OPERATING RESULTS
 
     The Company's results of operations have been and can be expected to be
subject to quarterly fluctuations. Quarterly results can fluctuate as a result
of a number of factors, including the timing of start-up expenses for new
offices, acquisitions, the completion or commencement of significant contracts,
changes in the mix of services offered and foreign exchange fluctuations. The
Company believes that quarterly comparisons of its financial results should not
be relied upon as an indication of future performance. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
 
VOLATILITY OF STOCK PRICE
 
     The market price of the Company's Common Stock has been and may continue to
be subject to wide fluctuations in response to variations in operating results
from quarter to quarter, changes in earnings estimates by analysts, market
conditions in the industry and general economic conditions. See "Price Range of
Common Stock and Dividend Policy".