1058811--3/10/2006--IMMERSION

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Our convertible debentures provide for various events of default and change of control transactions that would entitle the selling stockholders to require us to repay the entire amount owed in cash. If an event of default or change of control occurs, we may be unable to immediately repay the amount owed, and any repayment may leave us with little or no working capital in our business. Our current litigation against Sony Computer Entertainment and others is expensive, disruptive, and time consuming, and will continue to be, until resolved, and regardless of whether we are ultimately successful, could adversely affect our business. Litigation regarding intellectual property rights could be expensive, disruptive, and time consuming; could result in the impairment or loss of portions of our intellectual property; and could adversely affect our business. The terms in our agreements may be construed by our licensees in a manner that is inconsistent with the rights that we have granted to other licensees, or in a manner that may require us to incur substantial costs to resolve conflicts over license terms. Product liability claims could be time-consuming and costly to defend and could expose us to loss. If the settlement on our current class action lawsuit falls through, the continuing lawsuit could be expensive, disruptive, and time consuming to defend against, and if we are not successful, could adversely affect our business. If our facilities were to experience catastrophic loss, our operations would be seriously harmed. We have little or no control or influence on our licensees design, manufacturing, promotion, distribution, or pricing of their products incorporating our touch-enabling technologies, upon which we generate Because we have a fixed payment license with Microsoft, our royalty revenue from licensing in the gaming market and other consumer markets might decline if Microsoft increases its volume of sales of touch-enabled gaming products and consumer products at the expense of our other licensees. Logitech accounts for a significant portion of our revenue and the failure of Logitech to achieve sales volumes for its gaming peripheral products that incorporate our touch-enabling technologies may reduce our total revenue. Medtronic accounts for a significant portion of our revenues and a reduction in sales to Medtronic, or a reduction in development work for Medtronic, may reduce our total revenue. Automotive royalties will be reduced if BMW were to abandon its iDrive system or remove our technology from the iDrive. We depend on third-party suppliers, and our revenue and/or results of operations could suffer if we fail to manage supplier issues properly. Because personal computer peripheral products that incorporate our touch-enabling technologies currently must work with Microsoft s operating system software, our costs could increase and our revenues could decline if Microsoft modifies its operating system software. Reduced spending by corporate or university research and development departments may adversely affect sales of our three-dimensional and professional products. Competition between our products and our licensees products may reduce our revenue. We have experienced significant change in our business, and our failure to manage the complexities associated with the changing economic environment and technology landscape could harm our business. The market for certain touch-enabling technologies and touch-enabled products is at an early stage and if market demand does not develop, we may not achieve or sustain revenue growth. If we are unable to enter into new licensing arrangements with our existing licensees, and with additional third-party manufacturers for our touch-enabling technologies, our royalty revenue may not grow. If we fail to protect and enforce our intellectual property rights, our ability to license our technologies and generate revenues would be impaired. Certain terms or rights granted in our license agreements or our development contracts may limit our future revenue opportunities. If we are unable to continually improve and reduce the cost of our technologies, companies may not incorporate our technologies into their products, which could impair our revenue growth. If we fail to develop new or enhanced technologies for new applications and platforms, we may not be able to create a market for our technologies or our technologies may become obsolete, and our ability to grow and our results of operations might be harmed. Compliance with the restriction of hazardous substances (RoHS) Directive in the European Union may increase our costs and limit our revenue opportunities. The higher cost of products incorporating our touch-enabling technologies may inhibit or prevent their widespread adoption. If we fail to increase sales of our medical simulation devices, our financial condition and operations may suffer. Third-party validation studies may not demonstrate all the benefits of our medical training simulators, which could affect customer motivation to buy. Medical licensing and certification authorities may not recommend or require use of our technologies for training and/or testing purposes, significantly slowing or inhibiting the market penetration of our medical simulation technologies. We have limited distribution channels and resources to market and sell our medical simulation and three-dimensional simulation and digitizing products, and if we are unsuccessful in marketing and selling these products, we may not achieve or sustain product revenue growth. Competition in the medical market may reduce our revenue. Competition in the mobility or touchscreen markets may increase our costs and reduce our revenue. Automobiles incorporating our touch-enabling technologies are subject to lengthy product development periods, making it difficult to predict when and whether we will receive per unit automotive royalties. We might be unable to retain or recruit necessary personnel, which could slow the development and deployment of our technologies. Our quarterly revenues and operating results are volatile, and if our future results are below the expectations of public market analysts or investors, the price of our common stock is likely to decline. Our stock price may fluctuate regardless of our performance. Provisions in our charter documents and Delaware law could prevent or delay a change in control, which could reduce the market price of our common stock. Issuance of the shares of common stock upon conversion of debentures, exercise of stock options, and exercise of warrants will dilute the ownership interest of existing stockholders and could adversely affect the market price of our common stock. Our major stockholders retain significant control over us, which may lead to conflicts with other stockholders over corporate governance matters and could also affect the volatility of our stock price. We may need to raise additional capital in the future, which may result in substantial dilution to our stockholders. We may engage in acquisitions that could dilute stockholders interests, divert management attention, or cause integration problems. If we fail to comply with Nasdaq s maintenance criteria for continued listing on the Nasdaq National Market, our common stock could be delisted.

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1058811--3/10/2006--IMMERSION_CORP