917273--2/26/2009--RAMBUS

related topics

{property, intellectual, protect}

{regulation, change, law}

{loss, insurance, financial}

{acquisition, growth, future}

{stock, price, operating}

{personnel, key, retain}

{customer, product, revenue}

{financial, litigation, operation}

{operation, international, foreign}

{product, market, service}

{condition, economic, financial}

{stock, price, share}

{operation, natural, condition}

{provision, law, control}

{competitive, industry, competition}

{product, candidate, development}

We operate in an industry that is highly cyclical and in which the number of our potential customers may be in decline as a result of industry consolidation, and we face intense competition that may cause our results of operations to suffer. In order to grow, we may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively impact our operating results. Our revenue is concentrated in a few customers, and if we lose any of these customers, our revenue may decrease substantially. Weakening global economic conditions may adversely affect demand for our products and services. If our commercial counterparties are unable to fulfill their financial obligations to us, our business and results of operations may be affected adversely. Our business and operating results may be harmed if we undertake any restructuring activities or if we are unable to manage growth in our business. If we cannot respond to rapid technological change in the semiconductor industry by developing new innovations in a timely and cost effective manner, our operating results will suffer. Some of our revenue is subject to the pricing policies of our licensees over whom we have no control. Our licensing cycle is lengthy and costly and our marketing and licensing efforts may be unsuccessful. Future revenue is difficult to predict for several reasons, and our failure to predict revenue accurately may cause us to miss analysts estimates and result in our stock price declining. Our quarterly and annual operating results are unpredictable and fluctuate, which may cause our stock price to be volatile and decline. A substantial portion of our revenue is derived from sources outside of the United States and this revenue and our business generally are subject to risks related to international operations that are often beyond our control. Unanticipated changes in our tax rates or in the tax laws and regulations could expose us to additional income tax liabilities which could affect our operating results and financial condition. Our results of operations could vary as a result of the methods, estimates, and judgments we use in applying our accounting policies. We may make future acquisitions or enter into mergers, strategic transactions or other arrangements that could cause our business to suffer. If we are unable to attract and retain qualified personnel, our business and operations could suffer. Decreased effectiveness of equity-based compensation could adversely affect our ability to attract and retain employees. Our operations are subject to risks of natural disasters, acts of war, terrorism or widespread illness at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results. Risks Related to Corporate Governance and Capitalization Matters The price of our Common Stock may fluctuate significantly, which may make it difficult for holders to resell their shares when desired or at attractive prices. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses. We have been party to, and may in the future be subject to, lawsuits relating to securities law matters which may result in unfavorable outcomes and significant judgments, settlements and legal expenses which could cause our business, financial condition and results of operations to suffer. We are leveraged financially, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future research and development needs, and to defend our intellectual property. Our certificate of incorporation and bylaws, our stockholder rights plan, and Delaware law contain provisions that could discourage transactions resulting in a change in control, which may negatively affect the market price of our Common Stock. Litigation, Regulation and Business Risks Related to our Intellectual Property We face current and potential adverse determinations in litigation stemming from our efforts to protect and enforce our patents and intellectual property, which could broadly impact our intellectual property rights, distract our management and cause a substantial decline in our revenue and stock price. An adverse resolution by or with a governmental agency, such as the European Commission, could result in severe limitations on our ability to protect and license our intellectual property, and would cause our revenue to decline substantially. Litigation or other third-party claims of intellectual property infringement could require us to expend substantial resources and could prevent us from developing or licensing our technology on a cost-effective basis. If we are unable to successfully protect our inventions through the issuance and enforcement of patents, our operating results could be adversely affected. Our inability to protect and own the intellectual property we create would cause our business to suffer. We rely upon the accuracy on our licensees recordkeeping, and any inaccuracies or payment disputes for amounts owed to us under our licensing agreements may harm our results of operations. We may not be able to satisfy the requirements under the Qimonda settlement and license agreement that would require Qimonda to pay us up to an additional $100.0 million in royalty payments. An acquisition by Qimonda of a third party DRAM manufacturer could make it more difficult for us to obtain royalty rates we believe are appropriate and could reduce the number of companies in our antitrust litigation. Any dispute regarding our intellectual property may require us to indemnify certain licensees, the cost of which could severely hamper our business operations and financial condition.

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917273--2/26/2009--RAMBUS_INC