103145--2/24/2010--VEECO_INSTRUMENTS

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Risk Factors That May Impact Future Results Our failure to successfully implement outsourcing activities or failure of our outsourcing partners to perform as anticipated could adversely affect our results of operations and our ability to realize the benefits of the recent increase in MOCVD order volume. Manufacturing interruptions or delays could affect our ability to meet customer demand, while the failure to estimate customer demand accurately could result in excess or obsolete inventory and\or liabilities to our suppliers for products no longer needed. We rely on a limited number of suppliers. Our backlog is subject to customer cancellation or modification and such cancellation could result in decreased sales and increased provisions for excess and obsolete inventory and/or liabilities to our suppliers for products no longer needed. Our sales to HB LED and data storage manufacturers are highly dependent on these manufacturers' sales for consumer electronics applications, which can experience significant volatility due to seasonal and other factors, which could materially adversely impact our future results of operations. Negative worldwide economic conditions could result in a decrease in our net sales and an increase in our operating costs, which could adversely affect our business and operating results. We are exposed to the risks of operating a global business, including the need to obtain export licenses for certain of our shipments. We are exposed to risks associated with our entrance into the emerging solar industry. The timing of our orders, shipments, and revenue recognition may cause our quarterly operating results to fluctuate significantly. We operate in industries characterized by rapid technological change. We depend on a limited number of customers that operate in highly concentrated industries. The cyclicality of the industries we serve directly affects our business. Our sales cycle is long and unpredictable. Our inability to attract, retain, and motivate key employees could have a material adverse effect on our business. The price of our common shares may be volatile and could decline significantly. We are subject to foreign currency exchange risks. The enforcement and protection of our intellectual property rights may be expensive and could divert our valuable resources. We may be subject to claims of intellectual property infringement by others. Our acquisition strategy subjects us to risks associated with evaluating and pursuing these opportunities and integrating these businesses. We may be required to take additional impairment charges for goodwill and indefinite-lived intangible assets or definite-lived intangible and long-lived assets. Changes in accounting pronouncements or taxation rules or practices may adversely affect our financial results. We are subject to internal control evaluations and attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are subject to risks of non-compliance with environmental, health and safety regulations. We have significant operations in California and other locations which could be materially and adversely impacted in the event of a natural disaster or other significant disruption. We have adopted certain measures that may have anti-takeover effects which may make an acquisition of our Company by another company more difficult.

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103145--2/24/2010--VEECO_INSTRUMENTS_INC