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.

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
2000, 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 approved  products and those under  development  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 the Company's current and future 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  generated  significant
revenues  from the  commercialization  of its  first  product  and has  reported
operating  profits on a  quarterly  basis,  there can be no  assurance  that the
Company will maintain profitable operating results.

Additional Financing Requirements and Access to Capital:  Additional funding may
be required for future product or business organization  opportunities,  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.

     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
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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.
Products  Acquired from Third Parties:  The Company has recently acquired rights
in three development  stage products focusing on the HIV/AIDS market.  There can
be no  assurance  that  the  Company  will be  successful  with  the  commercial
development of such products or, if successfully  developed,  that such products
will make a significant contribution to the Company's future operating results.

Manufacturing  Capabilities:  The  Company  is, and for the  foreseeable  future
expects  to  be,  dependent  on a  number  of  contract  manufacturers  for  the
commercial manufacture of its current and future products (if any) 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  established or retained or that such  manufacturers  will
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  successfully
maintained.

Patents and Proprietary Technology: No assurance can be given that the Company's
patent  applications,  and those  applications to which the Company has obtained
license  rights,  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  less  experience  than  its
competitors.

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,  corporate  reorganization  matters,  existing and future
collaborations,    results   of   clinical   trails,   scientific   discoveries,
technological innovations, commercial products, patents or proprietary rights or
regulatory  actions
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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,  or its corporate  partners,  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
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the ongoing  development  of its  business.  The loss of or failure to recruit 
such personnel could have an adverse effect on the Company.