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 Prospectus dated
September 15, 1995.
Uncertainty of Product Development: The Company has not yet completed the
development of any products and does not expect to have any products
commercially available until calendar 1997, if at all. There can be no
assurance that further research and development will be successful or will
result in drugs that will qualify for approval by regulatory authorities for
commercial sale.
Uncertainty Associated with Clinical Testing: Historical results of clinical
testing of VIRACEPT (TM) and THYMITAQ (TM) 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
therapeuticproduct 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. Futhermore, there can be no
assurance that disease resistance will not limit the efficacy of VIRACEPT.
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.
History of Operating Losses: The Company has not generated revenues from the
commercialization of any products and expects to incur substantial net
operating losses for the next few years. There can be no assurance that the
Company will ever achieve product revenues or profitable operations.
Additional Financing Requirements and Access to Capital: Additional funding
may be required before the commercialization of any products. 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 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
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.
Lack of Manufacturing Capabilities: The Company has not yet manufactured its
product candidates in commercial quantities under current Good Manufacturing
Practices. No assurance can be given that the Company, on a timely basis,
will be able to make the transition to commercial production successfully or
be able to arrange for contract manufacturing.
Lack of Sales and Marketing Capabilities: The Company has no experience in
the sales, marketing and distribution of pharmaceutical products. There can
be no assurance that the Company will be able to establish sales, marketing
and distribution capabilities or make arrangements with its collaborators,
licensees or others to perform such activities or that such efforts will be
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
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 approval for
products more rapidly or effectively than the Company. If the Company
commences commercial sales of its products, it will also be competing with
respect to manufacturing efficiency and sales and marketing capabilities,
areas in which it currently has no 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 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 adverse 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.