EXHIBIT 99. CAUTIONARY STATEMENT UNDER PRIVATE SECURITIES
            LITIGATION REFORM ACT OF 1995 - "SAFE HARBOR" FOR
            FORWARD-LOOKING DISCLOSURES

Certain forward-looking statements are included in this Form 10-Q and may be
made by Company spokespersons based on current expectations of management. All
forward-looking statements made by the Company are subject to risks and
uncertainties. Certain factors, including but not limited to those listed below,
may cause actual results to differ materially from current expectations and
historical results.

- --   Competitive factors, including generic competition as patents on key
     products, such as Prozac, expire; pricing pressures, both in the U.S. and
     abroad, primarily from managed care groups and government agencies; and new
     patented products or expanded indications for existing products introduced
     by competitors, which can lead to declining demand for the Company's
     products.

- --   Changes in inventory levels maintained by pharmaceutical wholesalers as a
     result of wholesaler buying patterns, which can cause reported sales for a
     particular period to differ significantly from underlying prescriber
     demand.

- --   Economic factors over which the Company has no control, including changes
     in inflation, interest rates and foreign currency exchange rates, and
     overall economic conditions in volatile areas such as Latin America.

- --   Governmental factors, including laws and regulations and judicial decisions
     at the state and federal level related to Medicare, Medicaid and health
     care reform that could adversely affect pricing and reimbursement of the
     Company's products; and laws and regulations affecting international
     operations.

- --   The difficulties and uncertainties inherent in new product development. New
     product candidates that appear promising in development may fail to reach
     the market or may have only limited commercial success because of efficacy
     or safety concerns, inability to obtain necessary regulatory approvals,
     difficulty or excessive costs to manufacture, or infringement of the
     patents or intellectual property rights of others.

- --   Delays and uncertainties in the FDA approval process and the approval
     processes in other countries, resulting in lost market opportunity.

- --   Unexpected safety or efficacy concerns arising with respect to marketed
     products, whether or not scientifically justified, leading to product
     recalls, withdrawals or declining sales.

- --   Legal factors including unanticipated litigation of product liability or
     other liability claims; antitrust litigation; environmental matters; and
     patent disputes with competitors which could preclude commercialization of
     products or negatively affect the profitability of existing products. In
     particular, while the Company believes that its U.S. patents on Prozac are
     valid and enforceable, there can be no assurance that the Company will
     prevail in the various legal challenges to those patents.

- --   Future difficulties obtaining or the inability to obtain existing levels of
     product liability insurance.

- --   Changes in tax laws, including laws related to the remittance of foreign
     earnings or investments in foreign countries with favorable tax rates, and
     settlements of federal, state, and foreign tax audits.

- --   Changes in accounting standards promulgated by the Financial Accounting
     Standards Board, the Securities and Exchange Commission, and the American
     Institute of Certified Public Accountants which are adverse to the Company.

- --   Internal factors such as changes in business strategies and the impact of
     restructurings and business combinations.

- --   The Company's statement that it expects to complete the Year 2000
     modifications before December 31, 1999, is based on management's best
     estimate, which was derived utilizing numerous assumptions of

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     future events, including the continued availability of certain resources,
     third party modification plans and other factors. However, there can be no
     guarantee that timely completion will be achieved and actual results could
     differ materially from those anticipated. Specific factors that might cause
     such material differences include, but are not limited to, the availability
     and cost of personnel trained in this area, the ability to locate and
     correct all relevant computer codes, and the successful completion by key
     third parties of their own Year 2000 modifications.

- --   Uncertainty surrounding the extent to which consumer concerns about the
     possibility of Y2K-related product shortages will lead to higher than
     normal buying patterns for company products in the remaining months of
     1999, affecting results of operations in the latter half of 1999 and early
     2000.

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