RAMBUS INC

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report on Form 10-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, without limitation, predictions regarding the following aspects of our future:

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Success in the markets of our products and services or our customers’ products;

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Sources of competition;

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Research and development costs and improvements in technology;

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Sources, amounts and concentration of revenue, including royalties;

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Success in signing and renewing customer agreements, including license agreements;

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The timing of completing engineering deliverables and the changes to work required;

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Success in adding and maintaining new customers;

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Success in obtaining orders from our customers and our ability to accurately anticipate and meet our customers’ demands;

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Success in entering and growth in new markets;

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Levels of variation in our customers’ shipment volumes, sales prices and product mix;

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Variation in contract and other revenue, based on varying revenue recognized from contract and other revenue;

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Implications of short-term or long-term increases in our research and development expenses;

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Short-term increases in cost of product revenue;

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Variation in our sales, general and administrative expenses;

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Terms of our licenses and amounts owed under license agreements;

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Technology product development;

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Perceived or actual changes in the quality of our products;

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Dispositions, acquisitions, mergers or strategic transactions and our related integration efforts;

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Impairment of goodwill and long-lived assets;

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Pricing policies of our customers;

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Changes in our strategy and business model, including the expansion of our portfolio of products, software, services, inventions and solutions to address additional markets in memory, chip and security;

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Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;

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Effects of security breaches or failures in our or our customers’ products, system and services on our business;

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Engineering, sales, legal, advertising, marketing, general and administration, and other expenses;

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Continued product revenue growth, specifically in connection with the growth in sales of our memory interface chips;

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International licenses, operations and expansion;

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Effects of changes in the economy and credit market on our industry and business;

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Effects of natural disasters, climate change and extreme weather events on our supply chain;

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Ability to identify, attract, motivate and retain qualified personnel;

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Effects of government regulations on our industry and business;

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Manufacturing, shipping and supply partners, supply chain availability and/or sale and distribution channels;

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Methods, estimates and judgments in existing and new accounting policies;

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Effective tax rates, including as a result of recent U.S. tax legislation;

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Restructurings and plans of termination;

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Realization of deferred tax assets/release of deferred tax valuation allowance;

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Trading price of our common stock;

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Internal control environment;

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Protection of intellectual property (“IP”);

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Outcome and effect of potential future IP litigation and other significant litigation.

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Any changes in laws, agency actions and judicial rulings that may impact the ability to enforce our IP rights;

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Indemnification and technical support obligations;

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Equity repurchase programs;

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Issuances of debt or equity securities, which could involve restrictive covenants or be dilutive to our existing stockholders;

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Effects of fluctuations in inflation, interest rates and currency exchange rates;

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Effects of U.S. government restrictions on exports, including with China;

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Effects of current and future uncertainty in the worldwide economy, including major central bank policies and worldwide changes in credit markets;

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Effects of changes in macroeconomic conditions, increased risk of recession and geopolitical issues;

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Management of supply chain risks; and

You can identify these and other forward-looking statements by the use of words such as “may,” “future,” “shall,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” “projecting” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.

Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Item 1A, “Risk Factors.” All forward-looking statements included in this document are based on our assessment of information available to us at this time. We assume no obligation to update any forward-looking statements.