1072379--4/18/2006--NORTHWEST_BIOTHERAPEUTICS

related topics

{product, candidate, development}

{stock, price, share}

{property, intellectual, protect}

{provision, law, control}

{interest, director, officer}

{control, financial, internal}

{personnel, key, retain}

{cost, regulation, environmental}

{stock, price, operating}

{competitive, industry, competition}

{acquisition, growth, future}

We will need to raise additional capital, which may not be available. Our auditors have issued a going concern audit opinion. We have reduced business umbrella, auto, crime and fiduciary, and directors and officers liability insurance coverage. We expect to continue to incur substantial losses, and we may never achieve profitability. As a company in the early stage of development with an unproven business strategy, our limited history of operations makes an evaluation of our business and prospects difficult. We may not be able to retain existing personnel. We have no manufacturing capabilities, which could adversely impact our ability to commercialize our product candidates. Because we lack sales and marketing experience, we may experience significant difficulties commercializing our research product candidates. Our success partially depends on existing and future collaborators. Competition in our industry is intense and most of our competitors have substantially greater resources than we have. Our intellectual property rights may not provide meaningful commercial protection for our research products or product candidates, which could enable third parties to use our technology, or very similar technology, and could reduce our ability to compete in the market. Our success will depend partly on our ability to operate without infringing or misappropriating the proprietary rights of others. We use hazardous materials and must comply with environmental, health and safety laws and regulations, which can be expensive and restrict how we do business. Toucan Capital and Toucan Partners beneficially own the vast majority of our stock and, as a result, the trading price for our shares may be depressed and these stockholders can take actions that may be adverse to your interests. There may not be an active, liquid trading market for our common stock. Our common stock may experience extreme price and volume fluctuations, which could lead to costly litigation for us and make an investment in us less appealing. Our incorporation documents, and bylaws and stockholder rights plan may delay or prevent a change in our management. The resale, or the availability for resale, of the shares issued in the PIPE Financing could have a material adverse impact on the market price of our common stock.

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1072379--4/18/2006--NORTHWEST_BIOTHERAPEUTICS_INC