# EXHIBIT 99.1

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

We desire to take advantage of the "safe harbor"  provisions of the Private  Securities  Litigation Reform
Act of 1995.  Many of the  following  important  factors  discussed  below  have  been  discussed  in our prior SEC
filings.

You should be cautioned
that the following important factors have affected, and in the future could
affect, our actual results. There may also be additional factors not discussed
in this report that could also affect future results. These factors could cause
our future financial results to differ materially from those expressed in any
forward-looking statements made by us. Forward-looking statements may relate to
such matters as:
o        our ability to generate future revenues;
o        the potential commercialization of our products;
o        the optimization of production costs; and
o        our ability to enter into future business collaborations and marketing partnerships.

Forward-looking statements
may include words such as will, should,
could, anticipate, believe,
plan, estimate, expect, intend,
and other similar expressions. This list does not constitute all factors which
you should consider prior to making an investment decision in our securities.
You should also not assume that the information contained herein is complete or
accurate in all respects after the date of this filing. We disclaim any duty to
update the statements contained herein.

WE HAVE EXPERIENCED NET
OPERATING LOSSES SINCE OUR INCEPTION, MAY CONTINUE TO EXPERIENCE NET OPERATING
LOSSES IN THE FUTURE, AND MAY NEVER BECOME PROFITABLE.

We have experienced net
operating losses since our inception. As of April 30, 2002, we have an
accumulated deficit of $124,191,000. Until we realize significant revenues from
sales of our nutritional products, we expect to continue to experience net
operating losses. Our balance of cash and cash equivalents at April 30, 2002 was
approximately $30 million and as of April 30, 2002, we had approximately $12
million in short term investments and marketable securities. Although this cash
should allow us to meet our operating needs for at least the next 18 months, we
must achieve sustained profitability to generate the cash necessary to be a
viable business in the long term, and at this time we have not yet generated a
sustained source of revenues to achieve this.

IF INFANT FORMULAS
CONTAINING OUR NUTRITIONAL OILS DO NOT GAIN WIDESPREAD ACCEPTANCE IN THE UNITED
STATES, OR OUR INFANT FORMULA LICENSEES DO NOT BROADEN THEIR USE OF OUR
NUTRITIONAL OILS IN THEIR PRODUCTS OVERSEAS, WE MAY NOT BE ABLE TO REACH REVENUE
LEVELS THAT WOULD ALLOW US TO BE PROFITABLE.

Ultimately our success in
the infant formula industry depends on growing acceptance of our nutritional
oils as necessary or beneficial additives to infant formulas. Notwithstanding
existing clinical results that have demonstrated the beneficial effects of
adding our nutritional oils to infant formula, some experts in the field of
infant nutrition do not believe that our nutritional oils are necessary or that
they provide any long-term beneficial effects. There have also been clinical
studies where no beneficial effects have been found, possibly due to dose,
duration or other factors. Also, many experts recommend that mothers breastfeed
rather than use infant formulas whether or not they contain our nutritional
oils. Some experts also believe that infant formula without our oils contains
sufficient precursor fats that infants can convert into DHA and ARA as needed.
In addition, some physicians are unimpressed by studies showing that infant
formulas fortified with our oils improve infants cognitive ability at
early ages, suggesting that these results may not carryover to improved results
later in life. Due to these differences in opinion, we are subject to the risk
that the use of DHA and ARA in infant formula may never gain widespread
acceptance.

IF WE ARE UNABLE TO
INCREASE OUR PRODUCTION CAPACITY OR ENTER INTO FAVORABLE AGREEMENTS WITH THIRD
PARTIES TO PRODUCE OUR OILS, OUR CUSTOMERS MAY NOT BE ABLE TO OBTAIN A
SUFFICIENT SUPPLY OF DHA AND ARA AT A COMMERCIALLY REASONABLE PRICE TO GAIN A
BROAD ACCEPTANCE OF THESE PRODUCTS AND OUR FUTURE REVENUES FROM THESE PRODUCTS
MAY BE LIMITED.

To meet our customers
projected demand for our nutritional oils, we have developed a process for the
large-scale production of our oils at our Winchester, KY manufacturing
plant. We estimate the worldwide infant formula market to be approximately $6 to
$8 billion. If our licensees were to penetrate 100% of this market with DHA and
ARA supplemented formulas, we estimate that we would receive approximately $350
to $400 million in revenues annually from these sales. To date, our licensees
have penetrated approximately 5% of the worldwide infant formula market. Our
sales into the non-infant nutritional supplement and food markets to date have
been less then $10 million annually. While our current production level in our
plant and our contractual agreements with third party manufacturers are
sufficient to meet this current demand, if demand increases beyond our current
production capabilities, we may be unable to provide the required quantities of
oil cost effectively. Although our licensees have a right to manufacture DHA and
ARA, we are not aware of any of our licensees doing so or preparing to do so. We
estimate that it may take a licensee approximately one year or more to develop
their own process of making our oils. Accordingly, if we are unable to meet
demand, our licensees may not be able to manufacture product themselves for at
least one year. In addition, we do not believe that any of our other customers
have the capacity to manufacture our products at this time. We believe that with
the current expansion that began late in 2001 at our Winchester, KY plant, we
will be able to produce enough DHA to supply approximately 20% to 30% of the
worldwide infant formula market. We believe that this buildout, which should
more than double our production capacity at our plant, will cost as much as $15
million. However, our ability to maintain commercial production at these higher
levels at our plant has not been successfully tested. As a result of the
acquisition of OmegaTech, we also have several contractual agreements with third
party manufacturers to produce our DHA for use in nutritional supplements and
foods, including an agreement with C.P. Kelco. In addition, we are currently in
negotiations with FermPro Manufacturing L.P., a contract fermentation company in
South Carolina, to further expand our production capacity. We have signed a
bridge tolling agreement for DHA production at the facility, which could
increase our DHA production capacity by up to 30 tons annually. This agreement
will remain in effect while the due diligence process related to a potential
acquisition is being completed, which is anticipated in the summer of 2002. If
we are: (a) unable to cost effectively manufacture our DHA-containing oils at
our Winchester, KY plant; (b) unable to look to FermPro as a source of DHA; (c)
unable to enter into other satisfactory third party manufacturing agreements; or
(d) our licensees are unable to find alternative sources for our DHA-containing
oils, then our licensees may not be able to meet demand and our future revenues
may be limited.

Although we are able to
produce ARA-containing oil at our Winchester plant, we have entered into an
agreement with a third party manufacturer, DSM, to supply our ARA-containing
oil. We believe that DSM can provide us with sufficient quantities of ARA oil to
supply approximately 20% to 30% of the worldwide infant formula market. If DSM
fails to supply us with required amounts under the contract, we would not be
able to meet our customers demands unless we were able to utilize
alternative sources of supply. In this regard, we would have to either
manufacture the ARA-containing oil at our plant, which would reduce our
DHA-containing oil production capacity, or enter into other third party
manufacturer supply agreements. If we are unable to find alternative supply
sources or are unable to cost effectively manufacture the ARA-containing oil in
our Winchester plant, our licensees may not be able to meet future product
demand and our future revenues from sales of ARA-containing oils may be limited.

WE MAY EXPERIENCE
DIFFICULTIES IN SCALING UP OUR COMMERCIAL MANUFACTURING PROCESS WHICH WOULD
ADVERSELY AFFECT OUR FUTURE REVENUES.

As we increase our
production at our Winchester, KY plant and at other locations, we may encounter
many risks associated with scaling up our commercial manufacturing such as: 
     o        the expansion of our production facility may not be completed in the timeframe that we have planned;
     o        the costs of operating and maintaining our production facility may exceed our expectations;
     o        product defects may result;
     o        product losses may be higher than we anticipate; and
     o        the scale-up of our production process may result in regulatory issues.

If we were to experience
any one or more of these problems, there could be a material adverse effect on
our business, financial condition, or results of operations.

IF ADDITIONAL POSITIVE
CLINICAL RESULTS ARE NOT OBTAINED, WE MAY NOT BE ABLE TO DEVELOP A PROFITABLE
MARKET FOR OUR NUTRITIONAL OILS OUTSIDE OF THE INFANT FORMULA MARKET.

Approximately 20% of our
current nutritional product revenues come from sales of our nutritional oils to
the food and adult supplement market. Investigators at universities and at other
research centers, such as the National Institutes of Health, have observed a
relationship between low levels of DHA and a variety of health risks. We are
currently trying to establish what contribution, if any, supplementation with
our oils will make in addressing these problems. Although clinical data are not
required to market food ingredients or nutritional supplements outside of the
infant formula market, we believe that further clinical studies are needed to
validate the benefits of DHA supplementation. Accordingly, we are sponsoring
studies to further investigate the potential benefit of DHA supplementation on
cardiovascular health and breast cancer, and we, as well as others, are
conducting research regarding the impact of DHA supplementation on cystic
fibrosis and certain visual and neurological disorders. Unless these studies,
which are more extensive than earlier pilot studies, establish and quantify the
positive impact of DHA supplementation, we may only have a limited adult market
opportunity.

EVEN IF OUR INFANT
FORMULA PRODUCTS DO OBTAIN WIDESPREAD ACCEPTANCE, WE MAY NOT BE ABLE TO PRICE
THESE PRODUCTS AT A LEVEL THAT WOULD ALLOW US TO BE PROFITABLE.

Infant formula pricing is
very competitive and the market is very sensitive to product price changes.
Because the inclusion of our oils into infant formula may add 10% to 20% to the
retail cost of standard infant formula, there is the risk that our licensees may
never be able to sell supplemented products at a price that will allow them to
gain broad market acceptance while at the same time be profitable. Although our
current contracts with licensees outline product pricing and royalty rates, we
cannot predict whether these pricing structures will allow our licensees to be
competitive in the future. If we have to reduce our prices, we may not be able
to sell products at a price that would enable us to be profitable. Since
December 2000, over 95% of our sales to infant formula licensees have been made
under all-inclusive pricing, and we anticipate that this trend will continue for
future sales to infant formula licensees. We do not believe that this change is
material to investors as the economics of all-inclusive pricing is similar to
our royalty bearing arrangements, with the current transfer price and royalty
combined into one price with a slight discount. Although either our
all-inclusive pricing structure or our royalty bearing arrangements will enable
us to achieve profitability if our infant formula products receive widespread
acceptance, we cannot predict whether either of these pricing structures will
enable our licensees to achieve success marketing these products. None of our
license agreements requires our licensees to purchase any minimum amount of
products from us now or in the future and all of our license agreements allow
our licensees to manufacture our products themselves or purchase nutritional
oils from other sources.

BECAUSE WE ARE STILL IN
THE EARLY STAGES OF PRODUCT DEVELOPMENT, WE WILL NEED SIGNIFICANT ADDITIONAL
CAPITAL TO EXPAND OUR PRODUCTION CAPABILITY, CONTINUE OUR RESEARCH AND
DEVELOPMENT EFFORTS, CONDUCT PRODUCT TESTING, INCLUDING PRECLINICAL AND CLINICAL
TRIALS, AND MARKET OUR PRODUCTS.

We have a number of
products that are in the early stages of research and development, product
testing, manufacturing or marketing. Our nutritional oil sales are increasing,
and meeting future demand will require expanding our production capability for
DHA oil. We estimate that our initial fermentation expansion plan at our
Winchester, KY facility may cost up to $15 million, and our office, warehouse
and packaging expansion at the site may cost an additional $4 million. Although
at April 30, 2002 we had approximately $42 million in cash and cash equivalents
and short term investments and marketable securities available to meet these
capital requirements, we believe that additional funds of $10 to $20 million may
be needed in the longer-term to fund additional expansion of our production
capacity (at our Winchester, KY facility and at other third party manufacturing
facilities), our research and development, product testing, and marketing
activities. The timing and extent of our additional cash needs will primarily
depend on: (a) the timing and extent of future launches of infant formula
products containing our oils by our licensees; (b) the timing and extent of
introductions of DHA into foods and/or nutritional supplements for children and
adults; and (c) our ability to generate profits from the sales of products into
these markets.

To continue to fund our
growth, we will pursue various sources of funding, which may include equity
issuances, debt financing, asset based borrowing, lease financing, and
collaborative arrangements with partners. Because debt financing arrangements
may require us to comply with financial covenants, we may not be able to secure
debt financing on terms acceptable to us. Additionally, funding from other
sources may not be available, or may not be available on terms that would be
commercially acceptable or permit us to continue the planned commercialization
of our products or expansion of our production capacity. If we obtain funds
through collaborative or strategic partners, these partners may require us to
give them technology or product rights, including patents, that could ultimately
diminish our value. If we cannot secure adequate funding, we may need to scale
back our research, development, manufacturing, and commercialization programs
which may have a materially adverse affect on our future business.

THE MARKET PRICE OF OUR
COMMON STOCK MAY EXPERIENCE A HIGH LEVEL OF VOLATILITY DUE TO FACTORS SUCH AS
ITS RELATIVE ILLIQUIDITY, THE VOLATILITY IN THE MARKET FOR BIOTECHNOLOGY STOCKS
GENERALLY, AND THE EFFECT OF SHORT TERM EVENTS LIKE PRODUCT LAUNCHES AND LICENSE
ANNOUNCEMENTS.

We are a public emerging
growth company in the biosciences sector. As frequently occurs among these
companies, the market price for our common stock may experience a high level of
volatility. During the fifty-two week period ending April 30, 2002, our common
stock price traded between $34.25 and $13.73. During the fifty-two week period
ending April 30, 2001, our common stock price traded between $24.88 and $12.00.
The following are examples of items that may significantly impact the market
price for our common stock:
o        announcements of technical innovations, new commercial products, product
launches, new license arrangements or strategic partnerships by us or our competitors;
o        announcements of license agreements, acquisitions or strategic alliances;
o        patent or other intellectual property disputes;
o        quarterly fluctuations in our results of operations;
o        regulatory decisions (approvals or disapprovals) concerning our products and our competitors' products; and
o        general market conditions for emerging growth companies and bioscience companies.

Because we may experience a
high level of volatility in our common stock, you should not invest in our stock
unless you are prepared to handle a significant loss of your capital. At any
given time, you may not be able to sell your shares at a price that you think is
acceptable.

The market liquidity for
our stock is very low. As of April 30, 2002, we had 22,962,470 shares of common
stock outstanding. Since our initial public offering of common stock on November
23, 1993, the average daily trading volume in our common stock as reported on
the Nasdaq National market has been 82,626 shares. The average trading volume in
our common stock during the fifty-two week period ending April 30, 2002 was
167,915 shares. Although a more active trading market may develop in the future,
the limited market liquidity for our stock may affect your ability to sell at a
price which is satisfactory to you.

IF SIGNIFICANT SHARES
ELIGIBLE FOR FUTURE SALE ARE SOLD, THE RESULT MAY DEPRESS OUR STOCK PRICE BY
INCREASING THE SUPPLY OF OUR SHARES IN THE MARKET AT A TIME WHEN DEMAND MAY BE
LIMITED.

Because we continue to
require additional outside sources of capital to finance, among other things,
our research and development, product testing, and the manufacturing and
marketing of our products, we may need to raise additional capital through the
sale of equity securities. As of June 10, 2002, we had 23,247,476 shares of
common stock outstanding, stock options outstanding to purchase an aggregate of
4,404,149 shares of common stock, many of which are exercisable at below current
market prices, and warrants outstanding to purchase up to 366,614 shares of
common stock at exercise prices between $10.84 and $19.05. To the extent that
these options and warrants for our common stock are exercised, the increase in
the number of our outstanding shares of common stock may adversely affect the
price for our common stock. This could hurt our ability to raise capital through
the sale of equity securities.

We have registered for
resale on Form S-3 (File No. 333-87934) up to 1,776,306 shares of our
common stock for the benefit of former OmegaTech stockholders, which may be sold
in the public markets at the discretion of those holders, with the exception of
certain shares that are subject to lock up agreements for periods of 90 and 180
days. We have agreed to register for resale up to 2,290,533 additional
shares, subject to certain adjustments, that may be issued to former OmegaTech
stockholders, if certain operational and financial milestones are achieved
between April 25, 2002 and April 30, 2004. As a result, a substantial number of
our shares may become eligible for resale if these milestones are achieved.
The market price of our common stock could decline as a result of sales of a
large number of shares of our common stock in the market or the perception
that these sales could occur, which could limit your ability to sell at a price
satisfactory to you.

OUR CURRENT PATENTS MAY
NOT BE ABLE TO PROVIDE PROTECTION AGAINST COMPETITIVE PRODUCTS AND WE MAY BE
UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY PORTFOLIO IN THE FUTURE.

European and United States
patent authorities have not adopted a consistent policy regarding the breadth of
claims allowed for health and bioscience patents. Our issued patents, or patents
that we may obtain in the future, may not afford adequate protection against
competitors with competing technology because governmental agencies may revoke
our patents for being too broad or may limit the scope of our patents. If this
happens, companies may be able to produce products using our previously patented
technology.

Aventis S.A. and Nagase & Co. Ltd. are opposing our European patent covering
our DHA-containing oils. At a hearing in October 2000, an Opposition Division of
the European Patent Office (EPO) revoked our European patent on the
grounds that it is too broad. We immediately appealed this ruling, and as a
result, our patent was reinstated so that it will remain in effect during the
appeal process. A hearing on the appeal is scheduled to be held on July 2, 2002.
If the revocation is upheld upon our appeal, or if any of the challenges
described below or any other challenges to our patents which may arise in the
future are successful, our competitors may be able to produce our products and,
as a result, we may experience decreases in the future sales of our nutritional
oils, decreases in the revenues on sales of infant formula containing our oils
and decreases in license fees related to our oils. Although our revenues may
decrease under our license agreements, the revocation of our European DHA
patent, ARA patent and blended-oils patent would not terminate any of our
license agreements.

BASF A.G.,  F. Hoffman-- LaRoche  A.G.,  Friesland  Brands  B.V.,  Societe des  Produits  Nestle S.A.,  and Suntory
Limited  have filed in the EPO their  grounds for  opposing  our ARA patent  issued by the EPO. The validity of the
patent is unaffected by these  filings.  The opposition  process is not expected to be completed  until sometime in
2005, at the earliest.

BASF A.G., F. Hoffman-- LaRoche A.G.,  Societe des Produits  Nestle S.A., and Suntory Limited have filed in the EPO
their  grounds for opposing our  blended-oil  (blend of DHA and ARA oils) patent issued by the EPO. The validity of
the patent is unaffected by these filings.  The opposition  process is not expected to be completed  until sometime
in 2006, at the earliest.

We expect that in the
future, as our nutritional oils continue to be commercialized, opposition to our
intellectual property by our competitors will continue and most likely increase.
We believe that challenges to our suite of U.S. patents may arise in the future.
We may incur substantial costs in the future defending our patents.

WE ARE AWARE OF SEVERAL
PRODUCTS THAT ARE CURRENTLY AVAILABLE, AND PRODUCTS UNDER DEVELOPMENT, THAT MAY
PRESENT A SERIOUS COMPETITIVE THREAT TO OUR PRODUCTS.

Our success depends upon
achieving and maintaining a superior competitive position in infant formula and
adult nutritional product markets. Many of our competitors, which include BASF,
F. Hoffman-LaRoche Ltd., Monsanto Corporation, Aventis S.A. and Nagase & Co.
Ltd., have substantially greater research and development capabilities,
marketing, financial and managerial resources and experience in the industry. If
a competitor develops a better product or technology, our products or
technologies may be rendered obsolete. We are aware that Celanese Ventures has
recently announced that one of its operating units plans to market a DHA-rich
microalgal oil to the food and beverage and dietary supplement markets. We are
currently unable to evaluate the competitive threat that may arise with respect
to this announcement.

We believe that, to date,
we have developed the purest forms of DHA and ARA oils; however, we are aware
that other sources of DHA and ARA are available. No infant formula using these
other sources of DHA and ARA is on the market in the United States. Ross
Products Division of Abbott Laboratories, filed a Generally Recognized as Safe
(GRAS) notification on January 2, 2002 seeking FDA concurrence that
its fish oil source of DHA and its fungal source of ARA are GRAS when used as
ingredients in infant formula. Some infant formulas and other products now on
the market outside the United States use oils derived from other sources, such
as fish or eggs. Although fish oil DHA is a lower cost product relative to our
DHA, it has odor, stability and taste characteristics that may limit its
usefulness. Only a very small percentage of supplemented infant formulas
currently marketed outside the United States contain DHA and ARA that have not
been produced by us. Currently, fish oil based products dominate the adult DHA
supplement market. We are aware of the development of microencapsulated fish oil
products by several large companies, including BASF and F. Hoffman-LaRoche Ltd.
Although microencapsulation of the oil resolves much of the odor, stability and
taste issues found with fish oil, a microencapsulated product is significantly
more costly than regular fish oil. Because fish oil is significantly less costly
than our DHA oil, fish oil presents a substantial competitive threat to our
Neuromins® DHA.

THE INTEGRATION OF
MARTEK AND OMEGATECH OPERATIONS MAY BE DIFFICULT, WHICH COULD HARM OUR RESULTS
OF OPERATIONS.

On April 25, 2002, we completed
the acquisition of OmegaTech.  Upon the closing of the merger,  the name of
OmegaTech  was changed to Martek  Biosciences  Boulder  Corporation.  We are in the process of  integrating  our
operations with the operations of the former  OmegaTech  business.  This  integration  may be more  expensive  than
anticipated or take longer than planned.  If there are delays or unexpected  costs  involved with the  integration,
these could have a material adverse effect on our business and financial  results.  The difficulties  involved
in integrating the companies, which could be substantial, include the following:
     o   management  and key  personnel  could be  distracted  from the  day-to-day  business of  managing  the new
         company;
     o   implementing  uniform controls,  systems and procedures,  especially  information and accounting  systems,
         could be costly and time-consuming;
     o   key officers and  scientific,  sales and customer  support  personnel may not be satisfied or happy in the
         new company and may elect to leave; and
     o  major  customers,  suppliers or  strategic  business  partners may choose not to do business  with the new
         company.

IF THE FTC FINDS THAT OUR ADVERTISING CLAIMS RELATED TO OUR DHA AND ARA PRODUCTS
CANNOT BE ADEQUATELY SUBSTANTIATED, WE COULD BE REQUIRED TO ALTER OUR
ADVERTISING CLAIMS OR TAKE OTHER REMEDIAL STEPS.

The Federal Trade Commission (FTC) regulates certain aspects of the advertising and marketing of our
products.  Under the Federal Trade Commission Act (FTCA), a company must be able to substantiate both the express
and implied claims that are conveyed by an advertisement.

On May 30, 2002, we received a letter from the FTC notifying us that the FTC is conducting a non-public
inquiry into the advertising and promotional activities relating to our DHA and ARA products.  It is not uncommon
for the FTC to conduct an investigation of the claims that are made about products in new and emerging areas of
science that involve a potentially vulnerable population such as infants.  The FTC has not identified any
specific advertisement that raises any concerns.  The agency has asked us to provide copies of all advertisements
and to provide copies of the literature that support mental and visual function claims.  The purpose of the
inquiry is to determine whether Martek has substantiation to support the express and implied claims that are made
for its DHA and ARA products.  We intend to be fully responsive to the FTC's inquiry. While we have no reason at
this time to believe that the inquiry will have an adverse effect on us, we could be required to alter our
advertising claims or take other remedial steps if the FTC does not find our advertising claims to be adequately
substantiated.