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                                                                    Exhibit 99 


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
 
     This Annual Report on Form 10-K contains forward-looking statements. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects,"
"intends" and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated by such
forward-looking statements. These factors include, without limitation, those set
forth below.
 
CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING
 
     The Company has no committed external sources of capital. Based on its 1998
operating plan, the Company anticipates that it will require approximately
$8,000,000 of additional funds from external sources no later than the beginning
of the third quarter of 1998 to meet its capital requirements and continue its
operations for the balance of the third quarter and the remainder of 1998. The
Company is currently in negotiations with a number of potential sources of
financing to obtain additional funding. No assurance can be given that such
financing will be available, or, if available, that it will be available on
acceptable terms. If additional funds are raised by issuing equity securities,
further dilution to then existing stockholders will result. Additionally, the
terms of the financing may adversely affect the holdings or the rights of the
then existing stockholders.
 
     If adequate funds are not available, the Company may be required to
significantly curtail one or more of its product development programs or product
commercialization efforts, obtain funds through arrangements with collaborative
partners or others that may require the Company to relinquish rights to certain
of its technologies, product candidates or products which the Company would
otherwise pursue on its own or significantly scale back or terminate operations.
 
     The Company's future capital requirements will depend on many factors,
including continued progress in its product development programs, the magnitude
of these programs, the results of preclinical studies and clinical trials, the
time and cost involved in obtaining regulatory approvals, the costs involved in
filing, prosecuting, enforcing and defending patent claims, competing
technological and market developments, the ability of the Company to maintain
and, in the future, expand its sales and marketing capability and product
development, manufacturing and marketing relationships, and the costs and
success of commercialization activities and arrangements, particularly the level
of product sales. The Company's business strategy requires a significant
commitment of funds to conduct clinical testing of potential products, to pursue
regulatory approval of such products and maintain sales and marketing
capabilities and manufacturing relationships necessary to bring such products to
market.

 
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EARLY STAGE OF DEVELOPMENT; HISTORY OF OPERATING LOSSES AND CUMULATIVE DEFICIT
 
     Ascent has incurred net operating losses since its inception. At December
31, 1997, the Company's cumulative deficit was approximately $32,378,000. Such
losses have resulted primarily from costs incurred in the Company's product
development programs, general and administrative costs associated with the
Company's product development and costs associated with raising equity capital
and the establishment of the Company's sales force. The Company first began to
market products in the second half of 1997 and most of its products are still in
development.
 
     The Company expects to incur additional operating losses over at least the
next two years, as it continues its product development programs and incurs the
costs of maintaining its marketing and sales capabilities, and expects
cumulative losses to increase. The Company expects that losses will fluctuate
from quarter to quarter and that such fluctuations may be substantial. The
Company's ability to achieve profitability is dependent in part upon obtaining
regulatory approval for new products, commercial acceptance of products that are
introduced to the market after required approvals have been obtained, the
successful development and commercialization of its products and sales of such
products and margins on such sales. There can be no assurance that the Company
will obtain required regulatory approvals, successfully develop, commercialize,
manufacture and market its products or ever achieve sales or profitability.
 
UNCERTAINTY RELATED TO APPROVAL OF PRIMSOL TRIMETHOPRIM SOLUTION
 
     In 1996, the Company filed two NDA's covering 25mg and 50mg strengths of
Primsol trimethoprim solution for the treatment of acute otitis media ("AOM"),
or middle ear infection, for children age six months to 12 years. In June 1997,
the FDA approved the Company's NDA for its 25mg strength of Primsol solution.
The Company's NDA for its 50mg strength of Primsol solution is still pending. In
February 1998, the Company received a letter from the FDA citing certain
deficiencies in the Company's NDA for the 50mg strength. There can be no
assurance as to when or if the Company will receive approval of such NDA.
 
     Ascent plans to introduce the 50mg improved formulation as the Primsol
solution product that it brings to market. If the FDA were not to grant
marketing approval of the 50mg strength of Primsol solution for this indication,
or if there were significant delays in such approval, the business, financial
condition and operating results of the Company would be adversely affected,
possibly materially. See "Item 1. Business -- Products and Products Under
Development -- Primsol Trimethoprim Solution."
 
PRODUCTS IN DEVELOPMENT; TECHNOLOGICAL UNCERTAINTY
 
     Ascent has introduced only one internally-developed product, Pediamist
nasal saline spray, into the market. Although the Company has completed
development of certain other products and has filed with the FDA applications
for marketing approval, many of the Company's product candidates are in
development and require additional formulation, preclinical studies, clinical
trials and regulatory approval prior to any commercial sales. With respect to
certain product candidates, the Company must successfully address a number of
technological challenges to complete its development efforts. In addition, there
can be no assurance that the Company will be permitted to undertake and complete
human clinical trials of certain of the Company's potential products, either in
the United States or elsewhere, or, if permitted, that such products will be
demonstrated to be safe and efficacious. The administration of any product the
Company develops may produce undesirable side effects that could result in the
interruption, delay or suspension of clinical trials. In addition, there can be
no assurance that any of the Company's product candidates will obtain the
approval of the FDA or other regulatory approvals or that any approved product
will be capable of being produced in commercial quantities at reasonable cost
and successfully marketed.
 
LIMITED SALES AND MARKETING EXPERIENCE
 
     The Company markets and sells its products in the United States through its
own dedicated marketing staff and sales force. The Company only recruited its
marketing staff and sales force in the second half of 1997 and has limited
experience in marketing and sales. The Company believes that its success will
depend in significant part upon its ability to maintain a dedicated marketing
staff and sales force capable of promoting its products. However, there can be
no assurance that the Company will be able to maintain the marketing staff


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and sales force that it has recruited, that the cost of establishing and
maintaining this marketing staff and sales force will be justifiable in light
of product revenues or that the Company's marketing and sales efforts will be
successful. Should the Company fail in its marketing and sales efforts, its
business, financial condition and operating results would be materially
adversely affected. See "Item 1. Business -- Sales and Marketing."
 
UNCERTAINTY OF MARKET ACCEPTANCE OF PRODUCTS
 
     Although many of the Company's product candidates are reformulations of
compounds marketed by other manufacturers, there can be no assurance that these
products or other current or future products of the Company will achieve market
acceptance. The commercial success of the Company's products and products under
development, when and if any required approval for marketing by the FDA or any
other regulatory agency is obtained, will depend, in significant part, on such
products' efficacy, side effect profile, taste, dosing frequency, method of
administration, patent and other proprietary position, brand name recognition
and price. Another important factor will be the timing of market introduction of
the Company's or competitive products. Earlier entrants in the market often
obtain and maintain significant market share relative to later entrants.
 
     The commercial success of the Company's products also will depend in
significant part upon their acceptance by pediatricians, pediatric nurses and
third party payors (particularly managed care providers). Acceptance of the
Company's products by pediatricians, pediatric nurses and third party payors
will in turn be dependent upon the success of the Company's marketing and sales
activities. There can be no assurance that pediatricians, pediatric nurses and
third party payors will accept the Company's products on a timely basis or at
all. In addition, in order to stimulate demand for its products, the Company may
be required to, among other things, offer substantial price discounts. Failure
to achieve market acceptance would have a material adverse effect on the
Company's business, financial condition and operating results.
 
COMPETITION
 
     Competition in the pediatric pharmaceutical market is intense. Several
large pharmaceutical companies with significant research, development, marketing
and manufacturing operations market pediatric products in addition to products
for the adult market. These competitors include Glaxo Wellcome Inc., Eli Lilly
and Company, the Ortho-McNeil Pharmaceutical Division of Johnson & Johnson Inc.,
Pfizer Inc., the Ross Products Division of Abbott Laboratories Inc.,
Schering-Plough Corporation and the Wyeth-Lederle Vaccines and Pediatrics
Division of American Home Products, Inc.
 
     Many of the companies against which Ascent competes have substantially
greater name recognition and greater financial, technical and human resources
than Ascent. In addition, many of these competitors have significantly greater
experience than the Company in undertaking preclinical testing and human
clinical trials of pharmaceutical products and obtaining FDA and other
regulatory approvals of products for use in health care. Accordingly, the
Company's competitors may succeed in obtaining FDA or other regulatory approvals
for products more rapidly than the Company. Furthermore, Ascent competes against
these larger companies with respect to manufacturing efficiency and marketing
capabilities, areas in which Ascent has limited or no experience. These
competitors may introduce competitive pricing pressures that may adversely
affect Ascent's sales levels and margins. Moreover, many of these competitors
offer well established, broad product lines and services not offered by the
Company. Many of the products and services offered by these competitors have
well known brand names that have been promoted over many years.
 
     The Company expects to market many of its product candidates as alternative
treatments for pediatric indications for which products with the same active
ingredient are well entrenched in the market. For example, the Company intends
to market Primsol, a trimethoprim antibiotic, for the treatment of AOM, an
indication for which pediatricians often prescribe the well-known combination
therapies Bactrim and Septra, which also contain trimethoprim. Similarly,
Feverall controlled-release beads will compete against Tylenol liquid for
children. The Company's product candidates also will face competition from other
products that do not contain the same active ingredient but are used for the
same indication and are well entrenched within the pediatric market. For
example, Primsol solution will compete against other antibiotics, including
amoxicillin. Moreover, many of the Company's potential products that are
reformulations of existing drugs of other manufacturers may have limited patent
or other competitive protection. There can be no assurance that




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pediatricians, pediatric nurses and third party payors will prefer the Company's
products to existing products. See "Item 1. Business -- Competition."
 
     The Company plans to apply for three year protection for certain products
under the Waxman-Hatch Act from the approval of a potential competitor's ANDA
which is based on the Company's clinical trial results. There can be no
assurance that any of the Company's products will qualify for protection under
the Waxman-Hatch Act or, if any product does so qualify, that the statutory
protection will enhance the competitive position of such product. See "Item 1.
Business -- Government Regulation."
 
UNCERTAINTY OF IDENTIFICATION OR ACQUISITION OF NEW PRODUCT CANDIDATES AND NEW
TECHNOLOGIES
 
     The success of the Company depends in part upon its ability to identify and
develop or obtain rights to pharmaceuticals suitable for pediatric use. There
can be no assurance that the Company will be successful in identifying and
developing pharmaceuticals suitable for pediatric use or in acquiring such
rights. The Company's success also depends upon its ability to apply its drug
delivery and reformulation technologies to produce proprietary products. There
can be no assurance that the Company will be able to develop additional
technologies or obtain rights from third parties to additional technologies on
reasonable terms, or at all.
 
UNPROVEN SAFETY AND EFFICACY OF PRODUCTS; UNCERTAINTIES RELATED TO CLINICAL
TRIALS
 
     In order to obtain regulatory approval for the commercial sale of many of
its products, the Company is conducting or plans to conduct clinical trials to
demonstrate that such products are safe and effective. There can be no assurance
that any of these clinical trials will be successfully completed within any
specified time period, if at all. The results from early clinical trials may not
be predictive of results that will be obtained in large-scale clinical trials,
and there can be no assurance that the Company's clinical trials will
demonstrate the safety and effectiveness of any products or will result in
marketable products.
 
     The rate of completion of the Company's clinical trials is dependent upon,
among other things, the rate of patient enrollment. Patient enrollment is a
function of many factors, including the size of the patient population, the
nature of the protocol, the proximity of patients to clinical sites and the
eligibility criteria for the study. Historically, recruiting children to
participate in clinical trials has been difficult, as parents are reluctant to
permit their children to take experimental medications. Delays in planned
patient enrollment may result in increased costs, program delays, or both, which
could have a material adverse effect on the Company.
 
     The Company has contracted with clinical research organizations for the
conduct of all of its clinical trials and expects to continue to do so for the
foreseeable future. There can be no assurance that such entities will conduct
the clinical trials successfully. The Company relies on scientific, technical
and clinical data supplied by its academic and industry collaborators and
licensors in the design, development and evaluation of product candidates. There
can be no assurance that there are no errors or omissions in such data that
would materially adversely affect the development of these products.
 
NO ASSURANCE OF REGULATORY APPROVAL; EXTENSIVE GOVERNMENT REGULATION
 
     The production and the marketing of the Company's products and the
Company's ongoing product development activities are and will be subject to
extensive regulation by numerous federal, state and local governmental
authorities in the United States and abroad. The Company has had only limited
experience in filing or pursuing applications necessary to gain regulatory
approvals. Preclinical testing of the Company's product candidates is subject to
Good Laboratory Practice ("GLP") requirements and the manufacture of products is
subject to Good Manufacturing Practice ("GMP") requirements prescribed by the
FDA.
 
     Many of the products that the Company is developing are subject to the NDA
regulatory process. This process generally includes preclinical studies,
clinical trials and ongoing post-approval testing of each compound to establish
or monitor its safety and effectiveness for the intended indications, typically
takes many years and requires the expenditure of substantial resources. The
Company has limited experience in filing or pursuing applications necessary to
gain regulatory approval. There can be no assurance that, even after the
performance of clinical studies and the expenditure of resources, regulatory
approval will be obtained for any products developed by the Company on a timely
basis, if at all. The Company's analysis of data obtained from
 

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preclinical and clinical activities is subject to confirmation and
interpretation by regulatory authorities which could delay, limit or prevent
FDA regulatory approval. The Company or the FDA may suspend clinical trials at
any time if the participants in such trials are being exposed to unanticipated
or unacceptable health risks. Moreover, if regulatory approval to market a
product is granted, such approval may entail limitations on the indicated uses
for which it may be marketed. See "Item 1. Business -- Government Regulation."
 
     Failure to comply with applicable regulatory requirements can, among other
things, result in fines, suspension or withdrawal of regulatory approvals,
product recalls, seizure of products, operating restrictions and criminal
prosecutions. FDA policy may change and additional government regulations may
be established that could prevent or delay regulatory approval of the Company's
product candidates. In addition, a marketed product, its manufacturer and its
manufacturing facilities are subject to continual review and periodic
inspections, and subsequent discovery of previously unknown problems with a
product, manufacturer or facility may result in restrictions on such product or
manufacturer, including withdrawal of the product from the market. There can be
no assurance that additional statutes or regulations applicable to the
Company's business will not be adopted, impose substantial additional costs
upon or otherwise adversely affect the Company's operations.
 
     The Company is also subject to numerous and varying foreign regulatory
requirements governing the design and conduct of clinical trials and the
manufacturing and marketing of its products. The approval procedure varies
among countries and can involve additional testing, and the time required to
obtain approval may differ from that required to obtain FDA approval. The
foreign regulatory approval process may include all of the risks associated
with obtaining FDA approval set forth above. There can be no assurance that
foreign regulatory approvals will be obtained on a timely basis, if at all.
 
DEPENDENCE ON THIRD PARTY MANUFACTURING; RISKS RELATED TO SOLE SOURCE OF SUPPLY
 
     The Company has no manufacturing facilities and has to date relied, and
plans in the future to rely, upon third parties to manufacture the Company's
products in accordance with GMP for preclinical testing, clinical trial and
commercial purposes. In addition, the Company has not arranged for the
production of certain of its product candidates in commercial quantities, and
it is possible that the Company will encounter difficulties in scaling up the
production of these product candidates. Although there are a number of
manufacturers that operate under GMP regulations capable of manufacturing
certain of the Company's products, in the event that the Company is unable to
obtain contract manufacturing, or obtain such manufacturing on commercially
reasonable terms, it may not be able to develop and commercialize its products
as planned. Where third-party arrangements are established, the Company will
depend upon such third parties to perform their obligations in a timely manner.
There can be no assurance that third parties depended upon by the Company will
perform and any failures by third parties may delay clinical trial development
or the submission of products for regulatory approval, impair the Company's
ability to commercialize its products as planned and deliver products on a
timely basis, or otherwise impair the Company's competitive position, which
could have a material adverse effect on the Company's business, financial
condition and operating results.
 
     Certain of the Company's supply arrangements require that Ascent buy all of
the Company's requirements of a particular product exclusively from the other
party to the contract. Moreover, for many of its products, Ascent has qualified
only one supplier, even though the contractual arrangement with the supplier
may permit Ascent to qualify an alternative manufacturer. Any interruption in
supply from any of the Company's manufacturers or the inability of these
manufacturers to manufacture the Company's products in accordance with GMP
could have a material adverse effect on the Company's business, financial
condition and operating results. See "Item 1. Business -- Manufacturing and
Distribution."
 
     In the future, the Company may establish its own manufacturing facilities
if it becomes economically attractive to do so. In order for the Company to
establish a manufacturing facility, the Company would require substantial
additional funds and be required to hire and retain significant additional
personnel and comply with the extensive GMP regulations of the FDA.
 



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UNCERTAINTY REGARDING PATENTS AND PROPRIETARY RIGHTS
 
     The Company's success depends in part on its ability to develop patentable
products and obtain patent or other proprietary rights protection for its
products, both in the United States and in other countries. The Company intends
to file applications as appropriate for patents and other protection covering
both its products and processes. However, the patent positions of
pharmaceutical firms, including Ascent, are generally uncertain and involve
complex legal and factual questions. Moreover, because the Company's product
candidates are reformulations of existing off-patent drugs, any patent
protection afforded will be significantly narrower than a patent on the active
ingredient itself. In particular, the Company does not expect that
composition-of-matter patent protection will be available for the active
ingredients in its products. No assurance can be given that patents will issue
from any patent applications owned by or licensed to the Company or that, if
patents do issue, the claims allowed will be sufficiently broad to protect the
Company's products or technology. In addition, no assurance can be given that
any issued patents owned by or licensed to the Company will not be challenged,
invalidated or circumvented, or that the rights granted thereunder will provide
competitive advantages to the Company.
 
     The commercial success of the Company will also depend in part on its
neither infringing patents or other proprietary rights granted to competitors
or others nor breaching the technology licenses upon which the Company's
products are based. The Company's licenses of third party patents and patent
applications impose various commercialization, sublicensing, royalty and other
payment, insurance and other obligations on the Company. Failure of the Company
to comply with these requirements could result in termination of the licenses.
Competitors of the Company and other third parties hold issued patents and
pending patent applications which may result in claims of infringement against
the Company or other patent-related litigation. There can be no assurance that
the Company will be able to successfully obtain a license to any technology
that it may require or that, if obtainable, such technology can be licensed at
a reasonable cost or on an exclusive basis. Failure by the Company to obtain a
license to any technology that it may require to commercialize its products
could have a material adverse effect on the Company.
 
     The pharmaceutical industry has been characterized by extensive litigation
regarding patents and other intellectual property rights. Litigation, which
could result in substantial cost to the Company, may be necessary to enforce
any patents issued or licensed to the Company and/or to determine the scope and
validity of others' proprietary rights. Competitors of the Company and other
third parties hold issued patents and pending patent applications relating to
aspects of the Company's technology, and it is uncertain whether these patents
and patent applications will require the Company to alter its products or
processes, pay licensing fees or cease activities. The Company also may have to
participate in interference proceedings declared by the United States Patent
and Trademark Office to determine the priority of inventions, which could
result in substantial cost to the Company. Furthermore, the Company may have to
participate at substantial cost in International Trade Commission proceedings
to abate importation of products which would compete unfairly with products of
the Company.
 
     The Company relies on trade secret and proprietary know-how which it seeks
to protect, in part, by confidentiality agreements with its collaborators,
employees, advisors and consultants. There can be no assurance that these
agreements will not be breached, that the Company would have adequate remedies
for any breach or that the Company's trade secrets will not otherwise become
known or be independently developed by competitors. Failure to obtain or
maintain patent and trade secret protection, for any reason, could have a
material adverse effect on the Company's business, financial condition and
operating results.
 
UNCERTAINTY OF PHARMACEUTICAL PRICING AND ADEQUATE REIMBURSEMENT; NEED FOR
INCLUSION ON FORMULARIES
 
     The Company's ability to commercialize its products successfully depends in
part on the extent to which appropriate reimbursement levels for the cost of
such products are obtained from government authorities, private health insurers
and other organizations, such as health maintenance organizations ("HMOs").
Third-party payors are increasingly challenging the prices charged for medical
products and services. Also, the trend towards managed health care in the United
States and the concurrent growth of organizations such as HMOs, which control or
significantly influence the purchase of health care services and products, as
well as legislative proposals to reduce government insurance programs, may all
result in lower prices for the Company's


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products. The cost containment measures that health care providers are
instituting could affect the Company's ability to sell its products and may
have a material adverse effect on the Company.
 
     Thus, there can be no assurance that reimbursement in the United States or
foreign countries will be available for any of the Company's products, or if
available, will not be decreased in the future, or that reimbursement amounts
will not reduce the demand for, or the price of, the Company's products. The
unavailability or inadequacy of third-party reimbursement for the Company's
products would have a material adverse effect on the Company's business,
financial condition and operating results.
 
     Managed care providers generally maintain formularies, or lists of
products, that such providers have approved for use and reimbursement. The
Company plans to seek to have its products included on such formularies. There
can be no assurance that the Company's products will be included on the
formularies of managed care providers on a timely basis, or at all. The
Company's success in obtaining inclusion of its products on managed care
formularies will materially affect the Company's business, financial condition
and operating results.
 
POTENTIAL PRODUCT LIABILITY EXPOSURE AND INSURANCE
 
     The use of the Company's products in human clinical trials and the
commercial sale of such products may expose the Company to potential product
liability risks which are inherent in the testing, manufacturing, marketing and
sale of human therapeutic pharmaceuticals. Product liability claims might be
made directly by consumers, health care providers or by licensees, distributors
or others selling such products. There can be no assurance that product
liability claims, if made, would not result in a recall of the Company's
products or a change in the indications for which they may be used. Ascent has
limited product liability insurance coverage, and such coverage is subject to
various deductibles. Such coverage is expensive, and no assurance can be given
that the Company will be able to maintain or obtain such insurance at
reasonable cost or in sufficient amounts to protect the Company against losses
due to liability claims that could have a material adverse effect on the
Company.
 
ATTRACTION AND RETENTION OF KEY EMPLOYEES
 
     The Company is highly dependent on the principal members of its management
and scientific staff, particularly Dr. Clemente, the Company's Chairman, the
loss of whose services could have a material adverse effect on the Company.
Also, recruiting and retaining qualified scientific personnel to perform
product development work in the future will be critical to the Company's
success. There can be no assurance that the Company will be able to attract and
retain such highly skilled personnel on acceptable terms given the competition
among numerous pharmaceutical and health care companies, universities and
non-profit research institutions for experienced scientists. The Company does
not carry key-man insurance with respect to any of its executive officers other
than Dr. Clemente.
 
     The Company's anticipated growth and expansion into areas and activities
requiring additional expertise are expected to require the addition of new
management personnel and the development of additional expertise by existing
management personnel. The failure to acquire such services or to develop such
expertise could have a material adverse effect on the Company's business,
financial condition and operating results.
 
RISKS RELATED TO POSSIBLE ACQUISITIONS
 
     The Company may expand its operations or product offerings through the
acquisition of businesses, products or technologies. There can be no assurance
that the Company will be able to identify, acquire or profitably manage
additional businesses or successfully integrate any acquired businesses,
products or technologies into the Company without substantial expense, delays
or other operational or financial problems. Further, acquisitions may involve a
number of special risks, including diversion of management's attention, failure
to retain key acquired personnel, unanticipated events or circumstances and
legal liabilities, some or all of which could have a material adverse effect on
the Company's business, financial condition and operating results. In addition,
there can be no assurance that acquired businesses, products or technologies,
if any, will achieve anticipated revenues and earnings
 


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DEPENDENCE ON COLLABORATORS; COPROMOTION ARRANGEMENTS
 
     In addition to the manufacturing of product candidates and products, the
Company is dependent upon third parties with respect to significant other
aspects of its operations, including product design and formulation work,
conduct of clinical trials, marketing to managed care organizations and product
distribution. There can be no assurance that the Company will be able to enter
into future collaborative arrangements with respect to these matters or as to
whether any of the Company's existing or future relationships will be
successful. The success of any such arrangement is dependent on, among other
things, the skills, experience and efforts of the third party, the third
party's commitment to the arrangement and the financial condition of the third
party, all of which are beyond the control of the Company.
 
     The Company plans to enter into arrangements to copromote certain
pharmaceutical products of third parties to pediatricians in the United States.
To date, the Company has entered into a four-year copromotion agreement with
Bristol-Myers Squibb to market Bristol-Myers Squibb's Duricef oral suspension
product. See "Item 1. Business -- Products and Products Under Development --
Duricef Oral Suspension." There can be no assurance that the Company will be
able to enter into future arrangements or as to whether any of the Company's
existing or any future copromotion arrangements will be successful. The success
of any such arrangement is dependent on, among other things, the third party's
commitment to the arrangement, the financial condition of the third party and
market acceptance of the third party's products.
 
RELIANCE ON THIRD PARTIES FOR CERTAIN SALES AND MARKETING AND DISTRIBUTION
ACTIVITIES
 
     The Company plans to sell its pediatric products in international markets
through distribution, licensing and similar arrangements and to sell its
products for adult indications in the United States and in international
markets through similar arrangements. To date, the Company has not entered into
any material arrangements of this nature. To the extent the Company enters into
such arrangements with third parties, any revenues the Company receives will
depend upon the efforts of such parties. There can be no assurance that any
third party will market the Company's products successfully or that any
arrangements with third parties will be on terms favorable to the Company. If a
third party does not market the Company's products successfully, the Company's
business, financial condition and operating results would be adversely
affected, possibly materially. If Ascent's plan to rely on third parties for
certain aspects of marketing and selling the Company's products is unsuccessful
for any reason, Ascent may need to forgo international and adult market
opportunities or recruit and train a larger marketing staff and sales force and
establish a larger distribution capability than it currently anticipates doing,
which would entail the incurrence of significant additional costs.
 
     Ascent distributes its products through a third party distribution
warehouse. The Company has no experience with the distribution of products and
relies on the third party distributor to perform various functions on behalf of
the Company, including order entry, customer service and collection of accounts
receivable. The success of this arrangement is dependent on, among other
things, the skills, experience and efforts of the third party distributor, all
of which are beyond the control of the Company.
 
UNCERTAINTY OF HEALTH CARE REFORM MEASURES
 
     Federal, state and local officials and legislators (and certain foreign
government officials and legislators) periodically propose or consider
proposing a variety of reforms to the health care systems in the United States
and abroad. The Company cannot predict what health care reform legislation, if
any, will be enacted in the United States or elsewhere or when such legislation
will be enacted. Significant changes in the health care system in the United
States or elsewhere are likely to have a substantial impact over time on the
manner in which the Company conducts its business and could have a material
adverse effect on the Company. The existence of pending health care reform
proposals could have a material adverse effect on the Company's ability to
raise capital. Further, to the extent that proposals have a material adverse
effect on other pharmaceutical companies that are prospective collaborators
with the Company, the Company's ability to establish collaborative commercial
relationships may be adversely affected.
 


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