Exhibit 99

                          Agouron Pharmaceuticals, Inc.
                           Important Factors Regarding
                           Forward-Looking Statements



The  following  factors,  among  others,  could cause  actual  results to differ
materially  from those  contained  in  forward-looking  statements  made in this
report and  presented  elsewhere by management  from time to time.  Reference is
also made to the "Risk Factors"  described in the Company's  Prospectuses  dated
July 26, 1996 and June 23, 1997.

Uncertainty  of Product  Development  and Market  Acceptance:  The  Company  has
completed the development and commercialization of only one product and does not
expect to have any additional  products  commercially  available  until calendar
1999, if at all. There can be no assurance that further research and development
of these  additional  products  will be  successful or will result in drugs that
will qualify for approval by regulatory  authorities  for commercial  sale or be
accepted and successful in the marketplace.

Uncertainty  Associated with Clinical  Testing:  Historical  results of clinical
testing of VIRACEPT(R),  THYMITAQ(TM) and the Company's other clinical  programs
are not necessarily predictive of future results. There can be no assurance that
clinical  studies of products under  development will demonstrate the safety and
efficacy of such products.  The failure to adequately demonstrate the safety and
efficacy of a therapeutic  product could delay or prevent regulatory approval of
the product.  There can be no assurance  that  unacceptable  toxicities  or side
effects  will not occur at any time in the  course of human  clinical  trials or
commercial use of the Company's drugs.  The appearance of any such  unacceptable
toxicities  or  side  effects  could  interrupt,   limit,  delay  or  abort  the
development  of  any  of  the  Company's  drugs  or,  if  previously   approved,
necessitate  their  withdrawal  from the  market.  Furthermore,  there can be no
assurance  that  disease  resistance  will not limit the efficacy of VIRACEPT or
other of the Company's  drugs, if any.  Delays in planned patient  enrollment in
the Company's  current  clinical  trials or future clinical trials may result in
increased costs, program delays or both.

Future  Profitability:   While  the  Company  has  recently  begun  to  generate
significant revenues from the commercialization of its first product and expects
to report  ongoing  operating  profits  on a  quarterly  basis,  there can be no
assurance that the Company will achieve  profitable  operations or, if achieved,
maintain profitable operating results.

Additional Financing Requirements and Access to Capital:  Additional funding may
be required for future capital  expenditures,  working capital and other general
corporate  needs.  No assurance can be given that  additional  financing will be
available when needed or on terms  acceptable to the Company.  If adequate funds
are  not  available,   the  Company  may  be  required  to  delay  or  eliminate
expenditures  for certain of its  programs  or  activities  or to license  third
parties  to  commercialize  products  or  technologies  that the  Company  would
otherwise seek to develop and commercialize itself.


<PAGE>



Dependence   on   Others:   The   Company's   strategy   for   development   and
commercialization  of certain of its  products  entails  entering  into  various
arrangements  with  corporate  partners,  licensees and others.  There can be no
assurance  that any revenues or profits will be derived from such  arrangements,
that any of the Company's current strategic  arrangements will be continued,  or
that the Company will be able to enter into future collaborations.

Manufacturing  Capabilities:  The Company is  dependent  on a number of contract
manufacturers  for the  commercial  manufacture  of VIRACEPT  under current Good
Manufacturing  Practices  ("GMP").  Failure to meet GMP standards  would have an
adverse  impact on the Company's  business.  No assurance can be given that such
manufacturers can be retained or that such manufacturers will continue to timely
deliver sufficient product quantities at acceptable costs.

Sales and Marketing  Capabilities:  The Company has established its capabilities
in the sales, marketing and distribution of pharmaceutical  products.  There can
be no assurance that such capabilities will be sufficient or successful.

Patents and Proprietary Technology: No assurance can be given that the Company's
patent applications will issue as patents or that any patents that are or may be
issued  will  provide  the  Company  with  adequate  protection  for the covered
products  or  technology.  Additionally,  there  can be no  assurance  that  the
Company's confidentiality  agreements will adequately protect its trade secrets,
know-how or other proprietary  information.  Further,  there can be no assurance
that the Company's  activities  will not infringe on the patents or  proprietary
rights of  others or that the  Company  will be able to obtain  licenses  to any
technology  that it may require to conduct its business or that, if  obtainable,
such technology can be licensed at a reasonable cost.

Technological Change and Competition: There can be no assurance that competitors
will not succeed in developing technologies and products that are more effective
than any which have been or are being  developed  by the  Company or which would
render the Company's  technology and products obsolete and noncompetitive.  Many
of the Company's  competitors have substantially greater financial and technical
resources and production,  marketing and development capabilities and experience
than the Company. Accordingly,  certain of the Company's competitors may succeed
in obtaining  regulatory  approvals more rapidly or effectively than the Company
or  enjoy   greater   manufacturing   efficiencies   and  sales  and   marketing
capabilities, areas in which the Company has limited experience.

Volatility  of Stock  Price:  The market price of the Common Stock has in recent
years fluctuated significantly,  and it is likely that the price of Common Stock
will fluctuate in the future.  Announcements  by the Company or others regarding
its operating results,  existing and future collaborations,  results of clinical
trails, scientific discoveries,  technological innovations, commercial products,
patents or  proprietary  rights or  regulatory  actions  may have a  significant
effect on the  market  price of the  Common  Stock.  Fluctuations  in  financial
performance  from  period to period  also may have a  significant  impact on the
market price of the Common Stock.

Government Regulation:  Preclinical studies,  clinical trials and the production
and marketing of the Company's products and its ongoing research and development
activities are subject to regulation by numerous governmental authorities in the
United States and other countries. If regulatory approval of a drug is obtained,
such  approval  may  involve  limitations  and  restrictions  on the drug's use.
Failure of the Company to comply with applicable  regulatory  requirements  can,
among other  things,  result in fines,  suspension  of  regulatory  approvals or
product recalls.  Additionally,  the Company is or may become subject to various
federal, state and local laws, regulations and recommendations  relating to safe
working  conditions  and  the use  and  disposal  of  hazardous  or  potentially
hazardous   substances.   The  Company  is  unable  to  predict  the  extent  of
restrictions that might arise from any governmental or administrative action.

Uncertainty  of Third-Party  Reimbursement  and Product  Pricing:  The Company's
ability  to  commercialize  products  successfully  will  depend  in part on the
availability  of  reimbursement  of the  costs  of  such  products  and  related
treatments at acceptable  levels from  government  authorities,  private  health
insurers  and other  organizations,  such as health  maintenance  organizations.
There can be no assurance  that  reimbursement  in the United  States or foreign
countries  will be available  for any products the Company has  developed or may
develop or, if available,  will either remain available or will not be decreased
in the future, or that reimbursement amounts, if any, will not reduce the demand
for, or the price of, the Company's  products,  thereby adversely  affecting the
Company's business.

Product Liability;  Limited Insurance Coverage: The testing,  marketing and sale
of human health care products  entail an inherent risk of allegations of product
liability and there can be no assurance that product  liability  claims will not
be asserted against the Company. There can be no assurance that the Company will
be able to obtain or maintain product liability insurance on acceptable terms or
that such insurance will provide adequate coverage against any potential claims.

Use of Hazardous  Materials:  The Company's research and development  activities
involve  the  controlled  use of  hazardous  materials,  chemicals,  viruses and
various  radioactive  compounds.  Although the Company  believes that its safety
procedures  for  handling  and  disposing  of such  materials  comply  with  the
standards  prescribed by state and federal  regulations,  the risk of accidental
contamination or injury from these materials cannot be completely eliminated. In
the event of such an accident,  the Company could be held liable for any damages
that result and any liability could have an adverse effect on the Company.

Attraction  and Retention of Personnel:  The future  success of the Company will
depend in large part on its ability to  continue  to attract  and retain  highly
qualified scientific,  technical,  sales and marketing and managerial personnel.
Competition for such personnel is intense and there can be no assurance that the
Company  will be able to  attract  and retain the  personnel  necessary  for the
ongoing  development  of its  business.  The loss of or failure to recruit  such
personnel could have an adverse effect on the Company.