1180145--2/24/2009--REPLIDYNE

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{interest, director, officer}

{acquisition, growth, future}

{stock, price, operating}

{cost, operation, labor}

{product, candidate, development}

{control, financial, internal}

{regulation, change, law}

{property, intellectual, protect}

{investment, property, distribution}

The costs associated with the merger are difficult to estimate, may be higher than expected and may harm the financial results of the combined company. Nasdaq considers the anticipated merger a reverse merger and therefore requires the combined company to submit a new listing application, which will require certain actions by the combined company and may not be successful, which would result in you having difficulty selling your shares. The market price of our common stock has fallen significantly since the public announcement of the proposed merger. If the merger is completed, the market price of the combined company s common stock may decline further. Because the lack of a public market for CSI s outstanding shares makes it difficult to evaluate the fairness of the merger, CSI stockholders may receive consideration in the merger that is greater than the fair market value of the CSI shares. Our executive officers and directors may have interests in the merger that are different from, or in addition to, those of our stockholders generally. We and CSI may not be able to complete the merger or may elect to pursue a different strategic transaction, which may not occur on commercially reasonably terms or at all. Failure to complete the merger could adversely affect our stock price and future business and operations. During the pendency of the merger, we may not be able to enter into a business combination with another party because of restrictions in the merger agreement. The merger may be completed even though material adverse changes may result from the announcement of the merger, industry-wide changes and other causes. If the proposed merger with CSI is not consummated, our prospects will be materially and adversely affected and our stock price could decline. We no longer have any internal capabilities to develop our product candidates. Our ability to increase stockholder value is dependent on our ability to successfully complete a strategic transaction or transactions for the sale of the company and the sale of our product development programs, which we may be unable to complete. We may not be able to generate adequate proceeds or any proceeds from the sale of our REP3123 program and DNA replication inhibition technology. We received a warning letter from the FDA for our NDA filed in December 2005 for faropenem medoxomil, our former product candidate. Failure to resolve the matters addressed in the warning letter could negatively impact our or a successor company s ability to undertake clinical trials in the future or timely complete future IND and NDA submissions. We have incurred significant operating losses since inception and anticipate that we will incur continued losses for the foreseeable future. We may be unable to retain the senior management required to complete the merger or pursue alternative transactions. The market price of our common stock is highly volatile. Our principal stockholders and management own a significant percentage of our stock and are able to exercise significant influence over matters subject to stockholder approval. Our corporate compliance program cannot guarantee that we are in compliance with all potentially applicable regulations.

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1180145--2/24/2009--REPLIDYNE_INC