805326--3/16/2009--EMISPHERE_TECHNOLOGIES

related topics

{product, candidate, development}

{provision, law, control}

{property, intellectual, protect}

{stock, price, share}

{control, financial, internal}

{debt, indebtedness, cash}

{cost, regulation, environmental}

{personnel, key, retain}

{product, market, service}

{product, liability, claim}

{stock, price, operating}

We have a history of operating losses and we may never achieve profitability. If we continue to incur losses or we fail to raise additional capital or receive substantial cash inflows from our partners by August 2009, we may be forced to cease operations. We may not be able to meet the covenants detailed in the Convertible Notes with MHR Institutional Partners IIA LP, which could result in an increase in the interest rate on the Convertible Notes and/or accelerated maturity of the Convertible Notes, which we would not be able to satisfy. We may not be able to make the payments we owe to Novartis. Our stock may be de-listed from Nasdaq. We are highly dependent upon collaborative partners to develop and commercialize compounds using our delivery agents. Our collaborative partners control the clinical development of the drug candidates and may terminate their efforts at will. Our collaborative partners are free to develop competing products. Our product candidates are in various stages of development, and we cannot be certain that any will be suitable for commercial purposes. Our future business success depends heavily upon regulatory approvals, which can be difficult and expensive to obtain. Our business will suffer if we fail or are delayed in developing and commercializing an improved oral form of vitamin B12. Our business will suffer if we cannot adequately protect our patent and proprietary rights. We may be at risk of having to obtain a license from third parties making proprietary improvements to our technology. We are dependent on third parties to manufacture and test our products. We may face product liability claims related to participation in clinical trials or future products. We are subject to environmental, health, and safety laws and regulations for which we incur costs to comply. We face rapid technological change and intense competition. We are dependent on our key personnel and if we cannot recruit and retain leaders in our research, development, manufacturing, and commercial organizations, our business will be harmed. Provisions of our corporate charter documents, Delaware law, and our stockholder rights plan may dissuade potential acquirers, prevent the replacement or removal of our current management and may thereby affect the price of our common stock. Provisions of our corporate charter documents, Delaware law and financing agreements may prevent the replacement or removal of our current management and members of our Board of Directors and may thereby affect the price of our common stock. Our stock price has been and may continue to be volatile.

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805326--3/16/2009--EMISPHERE_TECHNOLOGIES_INC