1125294--3/21/2008--CRYOCOR

related topics

{product, candidate, development}

{product, liability, claim}

{financial, litigation, operation}

{property, intellectual, protect}

{control, financial, internal}

{stock, price, operating}

{regulation, government, change}

{acquisition, growth, future}

{regulation, change, law}

{product, market, service}

{personnel, key, retain}

{cost, regulation, environmental}

{operation, international, foreign}

{investment, property, distribution}

{provision, law, control}

We will need substantial additional funding to continue our operations and may be unable to raise capital when needed, or at all, which would force us to delay, curtail or eliminate our clinical programs or product development programs. We may not be able to continue as a going concern or fund our existing capital needs. The litigation with CryoCath is very complex and is being pursued in several actions. It will be very expensive to prosecute and will take years to resolve. If we are not successful in our actions, it may prevent us from being able to continue our operations. We have a limited operating history, have a history of operating losses, expect to continue to incur losses and may never become profitable. We may need to engage in costly patent litigation against our competitors, which may harm our business, financial condition, results of operations and cash flow. We may never receive additional milestone payments or equity investments from BSC or BSS. We are dependent on the success of our cryoablation system, which to date has only been approved by the FDA for the treatment of AFL in the United States. If we are unable to achieve our product development goals, gain FDA approval to commercialize our cryoablation system in the United States for the treatment of AF, or experience significant delays in doing so, our stock price may decline and we may be forced to cease operations. As a condition to the approval of our PMA for the treatment of AFL, the FDA is requiring us to conduct a registry study of patients treated for AFL with our cryoablation system, and of patients treated with radiofrequency catheters that are approved for the treatment of AFL. If we have difficulty completing the registry study, or if the FDA believes that the safety and effectiveness results for patients treated with our cryoablation system are not good, then the FDA could rescind the approval of our device for the treatment of AFL. If the data from our AF clinical trial does not demonstrate the safety and effectiveness of our cryoablation system to the FDA s satisfaction, we will not receive FDA approval to market our cryoablation system in the United States for the treatment of AF. We may not complete our pivotal trial for AF on schedule, or at all, or it may be conducted improperly, which may delay or preclude FDA approval for marketing our cryoablation system for this indication. We may need to enroll additional patients to be able to demonstrate safety and effectiveness of our device, if our dataset of evaluable patients for our AF pivotal trial is not deemed large enough. In order to receive and maintain FDA approval of our product candidates, our manufacturing facilities and the manufacturing facilities of our suppliers must comply with applicable regulatory requirements. If we fail to achieve or maintain regulatory approval of these manufacturing facilities, we may be forced to cease operations. If the integrity of a catheter used as part of our cryoablation system is compromised, serious injury or death may occur, which could lead the FDA to delay or deny or withdraw marketing approval. If the pulmonary vein isolation, or PVI, or any other ablation procedure performed in our AF pivotal trial fails to provide a significant benefit to patients, or has serious adverse effects, we may not be able to obtain FDA approval for marketing our cryoablation system. If approved by the FDA for AF, our cryoablation system will likely be limited to use as a second line therapy for patients with AF who have failed drug treatment, which could limit our sales. Our future growth depends on physician adoption and market acceptance of our cryoablation system, which may not occur. Our product candidates could be recalled and any failure to comply with FDA regulations could subject us to enforcement action. If we are unable to obtain and maintain protection for our intellectual property, the value of our technology and products may be adversely affected. Our ability to market our products may be impaired by the intellectual property rights of third parties. We depend on single source suppliers for our cryoablation system components and the loss of these suppliers could prevent or delay our clinical trials, commercialization of our cryoablation system in the United States and additional sales of our cryoablation system in Europe. If we are unable to manage our growth, our future revenue and operating results may be adversely affected. We have limited manufacturing capabilities and manufacturing personnel, and if our manufacturing facilities are unable to provide an adequate supply of products, our growth could be limited and our business could be harmed. We have never manufactured our Quantum catheter in large quantities, and we may experience delays and difficulties in our manufacturing of this catheter. We must be licensed to handle and use hazardous materials and may be liable for contamination or other harm caused by hazardous materials that we use. Quality-control difficulties in our manufacturing processes could delay our clinical development programs and commercialization activities or prevent us from continuing the development of our product candidates. If we fail to obtain an adequate level of reimbursement for our products by third party payers, there may be no commercially viable markets for our product candidates or the markets may be much smaller than expected. We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws and regulations and, if we are unable to fully comply with such laws, could face substantial penalties. We may be subject to federal and state false claims laws which impose substantial penalties. If we are unable to establish adequate sales and marketing capabilities or enter into and maintain arrangements with third parties to sell and market our cryoablation system, our business may be harmed. The medical device industry is highly competitive and subject to rapid technological change. If our competitors are better able to develop and market products for similar indications that are safer, more effective, or gain greater acceptance in the marketplace than any products that we may develop, our commercial opportunities will be reduced or eliminated. We face the risk of product liability claims and may not be able to obtain insurance on favorable terms, or at all. Failure to obtain additional regulatory approval in foreign jurisdictions will prevent us from expanding the commercialization of our products abroad. Our efforts to discover, develop and commercialize new product candidates beyond our cryoablation system are at an early stage and are subject to a high risk of failure. We are highly dependent on our officers and other employees, and if we are not able to retain them or to recruit and retain additional qualified personnel, our business will suffer. We may incur increased costs as a result of recently enacted and proposed changes in laws and regulations. Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. Changes in European to United States currency exchange rates may increase our expenses or reduce our revenues. Our stock price has been volatile and may continue to be volatile. Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and applicable Delaware law may prevent or discourage third parties or our stockholders from attempting to replace our management or influencing significant decisions. Our principal stockholders and management own a significant percentage of our outstanding common stock and will be able to exercise significant influence over our affairs.

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1125294--3/21/2008--CRYOCOR_INC