EXHIBIT 99(b)
CAUTIONARY STATEMENT PURSUANT TO PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 -- "SAFE HARBOR" FOR FORWARD-LOOKING STATEMENTS
The Company may from time to time make certain forward-looking statements
in publicly-released materials, both written and oral. Forward-looking
statements do not relate strictly to historical or current facts and may be
identified by their use of words like "plans," "expects", "will", "anticipates,"
"estimates" and other words of similar meaning. Such statements may address,
among other things, the Company's strategy for growth, product development,
regulatory approvals, market position, expenditures, financial results and the
effect of Year 2000 readiness issues.
Forward-looking statements are based on current expectations of future
events. The Company cannot guarantee that expectations expressed in
forward-looking statements will be realized. Some important factors that could
cause the Company's actual results to differ materially from those projected in
any such forward-looking statements are as follows:
Economic factors, including inflation and fluctuations in interest
rates and foreign currency exchange rates and the potential effect of such
fluctuations on revenues, expenses and resulting margins;
Competitive factors, including technological advances achieved and
patents attained by competitors and generic competition as patents on the
Company's products expire;
Domestic and foreign healthcare changes resulting in pricing
pressures, including the continued consolidation among healthcare
providers, trends toward managed care and healthcare cost containment and
government laws and regulations relating to sales and promotion,
reimbursement and pricing generally;
Government laws and regulations, affecting domestic and foreign
operations, including those relating to trade, monetary and fiscal
policies, taxes, price controls, regulatory approval of new products and
licensing;
Difficulties inherent in product development, including the potential
inability to successfully continue technological innovation, complete
clinical trials, obtain regulatory approvals in the United States and
abroad, gain and maintain market approval of products and the possibility
of encountering infringement claims by competitors with respect to patent
or other intellectual property rights which can preclude or delay
commercialization of a product;
Significant litigation adverse to the Company including product
liability claims, patent infringement claims, and antitrust claims;
Product efficacy or safety concerns resulting in product recalls or
declining sales;
The impact of business combinations, including acquisitions and
divestitures, and organizational restructuring consistent with evolving
business strategies;
Issuance of new or revised accounting standards by the American
Institute of Certified Public Accountants, the Financial Accounting
Standards Board or the Securities and Exchange Commission;
The dates for completion of specified tasks in the Company's Year 2000
readiness program and the assessment of future costs are based upon, among
other things, assumptions of the lack of complicating factors that could
cause delay, the availability of adequate resources, including
appropriately skilled third parties, and the availability of substitute or
alternate products or services, where required;
The assessments of the Year 2000 readiness of others and of the
effects of lack of such readiness are highly uncertain. The impact of a
failure of readiness by critical suppliers or major customers or both
cannot be estimated with confidence. The effectiveness of contingency plans
to mitigate the effects of any such failures is largely untested;
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The Company has employed its standard internal procedures to assess
the reasonableness of its estimates of costs, timing and effectiveness of
remediation of Year 2000 readiness issues. While the Company believes such
an approach is adequate, it should be noted that no external or independent
audit or verification of such estimates has been completed nor have
extraordinary means been undertaken to verify their reasonableness;
Even though the Company expects an increased ability to avoid
significant disruptions of its business as a result of its Year 2000
readiness program, management cannot provide an assurance that there will
be no material adverse effects to the financial condition or results of
operations of the Company as a result of Year 2000 issues; and
The Company may not successfully identify all systems and products
that present Year 2000 readiness issues. Even if the Company successfully
identifies all such systems and products, it may not be successful in
remedying the problems presented.
The foregoing list sets forth many, but not all, of the factors that could
impact upon the Company's ability to achieve results described in any
forward-looking statements. Investors are cautioned not to place undue reliance
on such statements that speak only as of the date made. Investors also should
understand that it is not possible to predict or identify all such factors and
that this list should not be considered a complete statement of all potential
risks and uncertainties. Investors should also realize that if underlying
assumptions prove inaccurate or unknown risks or uncertainties materialize,
actual results could vary materially from the Company's projections. The Company
undertakes no obligation to update any forward-looking statements as a result of
future events or developments.
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