EXHIBIT 99


                  Exhibit 99 to the Annual Report on Form 10-K
                   for the Fiscal Year Ended December 31, 2002

     Cautionary Statements Regarding "Safe Harbor" Provisions of the Private
                    Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Forward-looking statements may appear in
periodic reports filed with the Securities and Exchange Commission (including
the Company's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q),
in press releases, in the Company's Annual Report to Stockholders and other
reports to stockholders, and in other communications made by the Company. These
forward-looking statements can be identified by their use of words such as
"anticipates," "expects," "is confident," "plans," "could," "will," "believes,"
"estimates," "forecasts," "projects" and other words of similar meaning. These
forward-looking statements address various matters including:

     o    our anticipated results of operations, liquidity position, financial
          condition and capital resources;

     o    the benefits that we expect will result from our business activities
          and certain transactions we announced or completed, such as increased
          revenues, decreased expenses and avoided expenses and expenditures;

     o    statements of our expectations, beliefs, future plans and strategies,
          anticipated developments and other matters that are not historical
          facts;

     o    the future impact of presently known trends, including those with
          respect to product performance and competition;

     o    anticipated developments relating to PREVNAR sales; PREMPRO/PREMARIN
          performance; competitor ANDA filings for EFFEXOR XR and ALTACE; and
          ENBREL, PREMARIN and PREVNAR product supply;

     o    expectations regarding the impact of potential litigation relating to
          PREMPRO; the nationwide class action settlement relating to REDUX and
          PONDIMIN; and additional litigation charges related to REDUX and
          PONDIMIN, including those for opt outs from the national settlement.

All forward-looking statements address matters involving numerous assumptions,
risks and uncertainties, which may cause actual results to differ materially
from those expressed or implied by us in those statements. Accordingly, we
caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they were made. From time to time, we
also may provide oral or written forward-looking statements in other materials
we release to the public. Additionally, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future developments or otherwise. As permitted by the Private
Securities Litigation Reform Act of 1995, the Company is hereby filing the
following cautionary statements identifying important factors, which among
others, could cause the Company's actual results to differ materially from
expected and historical results:




Economic factors over which we have no control such as changes in business and
economic conditions, including, but not limited to, inflation and fluctuations
in interest rates and foreign currency exchange rates;

Increasing pricing pressures, both in and outside the United States, resulting
from continued consolidation among health care providers, rules and practices of
managed care groups and institutional and governmental purchasers, judicial
decisions and governmental laws and regulations relating to Medicare, Medicaid
and health care reform, pharmaceutical reimbursement and pricing in general;

Competitive factors, such as (i) new products developed by our competitors that
have lower prices or superior performance features or that are otherwise
competitive with our current products; (ii) technological advances and patents
attained by our competitors; (iii) changes in promotional regulations or
practices; (iv) development of alternative therapies; (v) potential generic
competition for PREMARIN and for other health care products as such products
mature and patents or marketing exclusivity expire on such products; (vi)
problems with licensors, suppliers and distributors; (vii) business combinations
among our competitors and major customers; and (viii) ability to attract and
retain management and other key employees;

Government laws and regulations affecting U.S. and international operations,
including (i) trade, monetary and fiscal policies and taxes; (ii) price
controls; (iii) changes in governments and legal systems; and (iv) regulatory
approval processes affecting approvals of products and licensing, including,
without limitation, uncertainties of the FDA approval process that may delay or
prevent the approval of new products and result in lost market opportunity;

Difficulties and delays inherent in pharmaceutical research, product
development, manufacturing and commercialization, such as, (i) failure of new
product candidates to reach market due to efficacy or safety concerns, inability
to obtain necessary regulatory approvals and the difficulty or excessive cost to
manufacture; (ii) the inability to identify viable new chemical compounds; (iii)
difficulties in successfully completing clinical trials; (iv) difficulties in
manufacturing complex products, particularly biological products, on a
commercial scale; (v) difficulty in gaining and maintaining market acceptance of
approved products; (vi) seizure or recall of products; (vii) the failure to
obtain, the imposition of limitations on the use of, or loss of patent and other
intellectual property rights; (viii) failure to comply with current Good
Manufacturing Practices and other applicable regulations and quality assurance
guidelines that could lead to temporary manufacturing shutdowns, products
shortages and delays in product manufacturing; and (ix) other manufacturing or
distribution problems;

Difficulties or delays in product manufacturing or marketing, including but not
limited to, the inability to build up production capacity commensurate with
demand, such as supply shortages of ENBREL, PREMARIN and PREVNAR, the inability
of our suppliers to provide raw material, or the failure to predict market
demand for or to gain market acceptance of approved products;

Unexpected safety or efficacy concerns arising with respect to marketed
products, whether or not scientifically justified, leading to product recalls,
withdrawals, regulatory action on the part of the FDA (or foreign counterparts)
or declining sales, including a continuing adverse effect on sales of PREMPRO
and other PREMARIN family products as a result of the findings from the Women's
Health Initiative study evaluating hormone replacement therapy released
in July 2002, the related new prescribing information for those products
approved by the FDA in January 2003, and the findings from the Woman's Health
Initiative study evaluating the use of estrogen plus progestin therapy on the
development of dementia and mild cognitive impairment released in February 2003;




Growth in costs and expenses, changes in product mix, and the impact of any
acquisitions or divestitures, restructuring and other unusual items that could
result from evolving business strategies, evaluation of asset realization and
organizational restructuring;

Legal difficulties, any of which can preclude or delay commercialization of
products or adversely affect profitability, such as (i) product liability
litigation related to our products including, without limitation, litigation
associated with DIMETAPP, ROBITUSSIN, PREMPRO, thimerosal and our former diet
drug products, REDUX and PONDIMIN; (ii) claims asserting violations of
antitrust, securities, or other laws; (iii) tax matters; (iv) intellectual
property disputes or changes in intellectual property legal protections and
remedies; (v) environmental matters, including obligations under the
Comprehensive Environmental Response, Compensation and Liability Act, commonly
known as Superfund; and (vi) complying with the consent decree with the FDA;

Fluctuations in buying patterns of major distributors, retail chains and other
trade buyers which may result from seasonality, pricing, wholesaler buying
decisions or other factors; and

Changes in accounting standards promulgated by the Financial Accounting
Standards Board, the Emerging Issues Task Force, the Securities and Exchange
Commission, and the American Institute of Certified Public Accountants, which
may require adjustments to our financial statements.

This list should not be considered an exhaustive statement of all potential
risks and uncertainties.