945699--6/12/2009--IXYS_CORP

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Our visibility regarding the future has declined. The recent financial crisis could negatively affect our business, results of operations and financial condition. Our operating results fluctuate significantly because of a number of factors, many of which are beyond our control. Our gross margin is dependent on a number of factors, including our level of capacity utilization. We order materials and commence production in advance of anticipated customer demand. Therefore, revenue shortfalls may also result in inventory write downs. Our backlog may not result in future revenues. Our international operations expose us to material risks. The semiconductor industry is cyclical, and an industry downturn could adversely affect our operating results. Fluctuations in the mix of products sold may adversely affect our financial results. Our dependence on subcontractors to assemble and test our products subjects us to a number of risks, including an inadequate supply of products and higher materials costs. Semiconductors for inclusion in consumer products have short product life cycles. We may not be successful in our acquisitions. We depend on external foundries to manufacture many of our products. Our success depends on our ability to manufacture our products efficiently. Increasing raw material prices could impact our profitability. Our markets are subject to technological change and our success depends on our ability to develop and introduce new products. Our revenues are dependent upon our products being designed into our customers products. We could be harmed by intellectual property litigation. We may not be able to protect our intellectual property rights adequately. Because our products typically have lengthy sales cycles, we may experience substantial delays between incurring expenses related to research and development and the generation of revenues. We may not be able to increase production capacity to meet the present and future demand for our products. The markets in which we participate are intensely competitive. We rely on our distributors and sales representatives to sell many of our products. Our future success depends on the continued service of management and key engineering personnel and our ability to identify, hire and retain additional personnel. Acquisitions and expansion place a significant strain on our resources, including our information systems and our employee base. We depend on a limited number of suppliers for our substrates, most of whom we do not have long term agreements with. Costs related to product defects and errata may harm our results of operations and business. We face the risk of financial exposure to product liability claims alleging that the use of products that incorporate our semiconductors resulted in adverse effects. If our goodwill or long-lived assets become impaired, we may be required to record a significant charge to earnings. We estimate tax liabilities, the final determination of which is subject to review by domestic and international taxation authorities. We are exposed to various risks related to the regulatory environment. We are subject to internal control evaluations and attestation requirements of Section 404 of the Sarbanes-Oxley Act. We invest in companies for strategic reasons and may not realize a return on our investments. Our ability to access capital markets could be limited. Geopolitical instability, war, terrorist attacks and terrorist threats, and government responses thereto, may negatively affect all aspects of our operations, revenues, costs and stock prices. Business interruptions may damage our facilities or those of our suppliers. We may be affected by environmental laws and regulations. Nathan Zommer, Ph.D. owns a significant interest in our common stock.

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945699--6/12/2009--IXYS_CORP_/DE/