917273--2/29/2008--RAMBUS

related topics

{property, intellectual, protect}

{regulation, change, law}

{loss, insurance, financial}

{acquisition, growth, future}

{product, market, service}

{personnel, key, retain}

{stock, price, operating}

{financial, litigation, operation}

{customer, product, revenue}

{operation, international, foreign}

{operation, natural, condition}

{control, financial, internal}

{stock, price, share}

{tax, income, asset}

{product, candidate, development}

{competitive, industry, competition}

{condition, economic, financial}

An adverse resolution by or with a governmental agency, such as the Federal Trade Commission or the European Commission, could result in severe limitations on our ability to protect and license our intellectual property, and would cause our revenues 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 of all of Qimonda s DRAM operations 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. Risks Associated With Our Business, Industry and Market Conditions If market leaders do not adopt our chip interface products, our results of operations could decline. To continue 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 revenues may decrease substantially. Unanticipated changes in our tax rates or in our assessment of the realizability of our deferred tax assets or exposure to additional income tax liabilities could affect our operating results and financial condition. 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. We face intense competition that may cause our results of operations to 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 sales efforts may be unsuccessful. Future revenues are difficult to predict for several reasons, and our failure to predict revenues 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 revenues is derived from sources outside of the United States and these revenues and our business generally are subject to risks related to international operations that are often beyond our control. Our results of operations could vary as a result of the methods, estimates, and judgments we use in applying our accounting policies. Our business and operating results will be harmed if we are unable to manage growth in our business. 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. If we fail to remediate any material weaknesses in our internal control over financial reporting, we may be unable to accurately report our financial results or reasonably prevent fraud which could result in a loss of investor confidence in our financial reports and have an adverse effect on our business and operating results and our stock price. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses. The matters relating to the independent investigation of our historical stock option granting practices and the restatement of our previous financial statements could adversely affect our business, financial condition, results of operations and cash flows. We have been named as a party to several lawsuits arising from matters relating to the investigation 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.

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917273--2/29/2008--RAMBUS_INC