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Delaware		3663		95-3685934
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Cameron Jay Rains, Esq. David R. Young, Esq. Randy L. Socol, Esq. Matthew W. Leivo, Esq. DLA PIPER RUDNICK GRAY CARY US LLP 4365 Executive Drive, Suite 1100 San Diego, California 92121-2133 Telephone: (858) 677-1400		David A. Hahn, Esq. Howard L. Armstrong, Esq. Ann C. Buckingham, Esq. LATHAM & WATKINS LLP 600 West Broadway, Suite 1800 San Diego, California 92101-3375 Telephone: (619) 236-1234

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The information in this prospectus/ information statement is not complete and may be changed. QUALCOMM may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus/ information statement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS OF QUALCOMM INCORPORATED		INFORMATION STATEMENT OF FLARION TECHNOLOGIES, INC.

	Sincerely,
	/s/ Paul E. Jacobs
	Paul E. Jacobs
	Chief Executive Officer of QUALCOMM Incorporated

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			Page
REFERENCES TO ADDITIONAL INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION				iv
QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION				v
SUMMARY				1
	The Companies			1
	Summary of the Merger			2
	Share Ownership of Directors and Executive Officers of Flarion; Stockholder Vote			3
	QUALCOMM Market Price Data			3
	Material United States Federal Income Tax Consequences of the Mergers			3
	Accounting Treatment			4
	Regulatory Approvals			4
	QUALCOMM’S Reasons for the Merger			4
	Flarion’s Reasons for the Merger			4
	Opinion of Flarion’s Financial Advisor			5
	Interests of Flarion’s Directors and Management in the Merger			5
	Appraisal Rights			5
	Notice to Flarion Stockholders			5
FLARION’S MARKET PRICE AND DIVIDEND INFORMATION				6
QUALCOMM INCORPORATED SELECTED FINANCIAL DATA				7
RISK FACTORS				9
	Risks Related to the Transaction			9
	Risks Related to Our Business			13
THE MERGER				28
	Background of the Merger			28
	QUALCOMM’s Reasons for the Merger			30
	Flarion’s Reasons for the Merger; Recommendation of the Flarion Board of Directors			32
	Opinion of Flarion’s Financial Advisor			33
	Interests of Flarion’s Directors and Management in the Merger			40
	Management of QUALCOMM after the Merger			43
	Material United States Federal Income Tax Consequences of the Mergers			43
	Regulatory Approvals			48
	Relationships Between QUALCOMM and Flarion			48
	Stock Ownership Following the Merger			48
CERTAIN TERMS OF THE MERGER AGREEMENT				50
	General			50
	The Completion of the Merger			50
	Manner and Basis of Converting Shares of Flarion Common Stock and Flarion Preferred Stock Pursuant to the Merger			51
	Initial Purchase Price Adjustments in Connection with Estimated Closing Working Capital and Expenses			51
	Procedure for Determining Closing Working Capital			52
	Tax Adjustment			52
	Treatment of Options to Purchase Flarion Common Stock			53

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			Page
	Treatment of Warrants to Purchase Flarion Preferred Stock			54
	Exchange of Flarion Stock Certificates; No Further Rights as Flarion Stockholder			54
	Distributions with Respect to Unexchanged Shares			55
	Transfers of Ownership and Lost Stock Certificates			55
	Stockholders’ Agent and Expenses Fund			55
	Appraisal Rights			55
	Patent Milestone Payment			56
	Representations and Warranties			56
	Conduct of Flarion’s Business Before Completion of the Merger			58
	Additional Agreements			59
	Directed Options			61
	Employee Matters			61
	Conditions to the Closing of the Merger			61
	Indemnification of QUALCOMM and Flarion			63
	Limitations on Indemnification			64
	Indemnification Holdback Amount			64
	Determination of Damages			65
	Stockholders’ Agent			65
	Termination of the Merger Agreement			66
	Amendments and Waiver			66
	Termination Fee			66
	Expenses			67
	Agreements with Certain Executive Officers			67
FLARION’S BUSINESS				68
	Overview			68
	Customers and Products			68
	Sales and Marketing			69
	Manufacturing and Supply			69
	Research and Development			69
	Competition			69
	Intellectual Property			69
	Employees			70
	Legal Proceedings			70
FLARION’S MANAGEMENT PRIOR TO THE MERGER				71
FLARION’S PRINCIPAL STOCKHOLDERS PRIOR TO THE MERGER				72
DESCRIPTION OF QUALCOMM CAPITAL STOCK				75
	Common Stock			75
	Preferred Stock			75
	Rights Agreement			75
	Transfer Agent and Registrar			76
	Delaware Law and Certain Charter Provisions			76
COMPARISON OF RIGHTS OF QUALCOMM STOCKHOLDERS AND FLARION STOCKHOLDERS				78
	Capitalization			78

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			Page
	Classification, Number and Election of Directors			78
	Vacancies on the Board of Directors and Removal of Directors			79
	Committees of the Board of Directors			79
	Amendments to the Certificate of Incorporation			80
	Amendments to Bylaws			81
	Ability to Call Special Meetings of Stockholders			81
	Notice of Stockholder Action			81
	Indemnification of Directors and Officers			82
	Certain Business Combination Restrictions			83
APPRAISAL RIGHTS				84
NOTICE TO FLARION STOCKHOLDERS				87
LEGAL MATTERS				88
EXPERTS				88
WHERE YOU CAN FIND MORE INFORMATION				88
	Flarion Technologies, Inc. Index to Consolidated Financial Statements			F-1
ANNEX A — AGREEMENT AND PLAN OF REORGANIZATION				A-1
ANNEX B — OPINION OF FLARION’S FINANCIAL ADVISOR				B-1
ANNEX C — SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE				C-1
ANNEX D — FORM OF FLARION STOCKHOLDER WRITTEN CONSENT				D-1
PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS				II-1
EXHIBIT 8.1
EXHIBIT 8.2
EXHIBIT 23.2
EXHIBIT 23.4

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Q:		Why am I receiving this prospectus/ information statement?
A:		QUALCOMM has agreed to acquire Flarion under the terms of a merger agreement that is described in this prospectus/ information statement. Please see the discussion in the section entitled “Certain Terms of the Merger Agreement.” A copy of the merger agreement is attached to this prospectus/ information statement as Annex A. On July 26, 2005, Flarion stockholders adopted the merger agreement and approved the merger pursuant to an action by written consent. As a result, no further approval of Flarion stockholders is needed to complete the merger.
Q:		What will happen in connection with the proposed transaction?
A:		In the merger, Flarion and a wholly owned subsidiary of QUALCOMM will merge and, as a result, Flarion will become a wholly owned subsidiary of QUALCOMM. Pursuant to this merger, the stockholders of Flarion will become stockholders of QUALCOMM. In this prospectus/ information statement we sometimes refer to this merger as the “first merger,” and references to the “merger,” unless specified otherwise, shall also refer to this merger. Immediately following the merger, in a second merger, Flarion will merge into another wholly owned subsidiary of QUALCOMM, with the surviving company of the second merger being a wholly owned subsidiary of QUALCOMM and the ultimate surviving entity of the mergers. In this prospectus/ information statement we sometimes refer to the first merger and second merger, taken together as a whole, as the “mergers.”
Q:		Why is Flarion proposing the merger?
A:		We believe that the proposed transaction will provide substantial benefits to the Flarion stockholders. The Flarion board of directors believes the merger provides Flarion stockholders with liquidity and strategic and growth opportunities that would not have been available to Flarion on a stand-alone basis. To review the Flarion reasons for the transaction in greater detail, see “The Merger — Flarion’s Reasons for the Merger; Recommendation of the Flarion Board of Directors.”
Q:		What will I be entitled to receive pursuant to the merger?
A:		Upon the closing of the merger, holders of Flarion common stock will be entitled to receive for each share of Flarion common stock, consideration, payable in shares of QUALCOMM common stock, equal to a pro rata portion (determined on a fully diluted, as-converted basis including all outstanding options and warrants, exclusive of directed options as described in the section entitled “Certain Terms of the Merger Agreement — Directed Options”) of $600 million, subject to certain potential adjustments. Holders of Flarion preferred stock will be entitled to receive for each share of preferred stock two times the amount of consideration that each share of Flarion common stock is entitled to receive, payable in a combination of shares of QUALCOMM common stock and cash. Based upon the Flarion shares, options, warrants and other rights outstanding as of August 5, 2005, the initial consideration per share of Flarion common stock would be approximately $3.93.
		Flarion stockholders will also be entitled to receive additional consideration in connection with the achievement of a patent milestone. Upon the issuance of 20 U.S. patents, out of approximately 125 Flarion U.S. patent applications, prior to the eighth anniversary of the closing date of the merger, Flarion stockholders, option holders (other than with respect to directed options) and warrant holders will be entitled to receive their pro rata portion (determined on a fully diluted, as-converted basis as described above) of aggregate additional consideration of $205 million, payable in cash to Flarion stockholders and shares of QUALCOMM common stock to holders of Flarion options (other than with respect to directed options) and warrants, subject to holdback and offset of up to $75 million for damages incurred by QUALCOMM for which it is entitled to indemnification pursuant to the merger agreement.
		Of the aggregate consideration that Flarion stockholders are entitled to receive, assuming payment in full of the patent milestone amount, approximately 60% of such consideration shall be payable in cash and approximately 40% shall be payable in shares of QUALCOMM common stock.

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Q:		What do I need to do now?
A:		We urge you to read this prospectus/ information statement carefully, including its annexes, and to consider how the merger affects you. The merger has already been approved by the board of directors of each of QUALCOMM and Flarion, and by the stockholders of Flarion. You are not being asked to vote on the merger agreement. Instead, this prospectus/ information statement is being provided to you for informational purposes, including alerting you of appraisal rights you may have if you hold Flarion capital stock.
Q:		What vote was needed to adopt the merger agreement?
A:		The merger did not require the vote of QUALCOMM stockholders. The vote required of the stockholders of Flarion was the affirmative vote of the holders of a majority of the outstanding shares of (i) capital stock of Flarion, voting as a single class on an as-converted basis, and (ii) preferred stock of Flarion, voting as a single class on an as-converted basis. On July 26, 2005, the requisite vote from Flarion stockholders was received by written consent and the merger agreement was adopted by the Flarion stockholders.
Q:		Did the Flarion board of directors recommend the merger?
A:		Yes. The Flarion board of directors unanimously determined that the merger is advisable and fair to, and in the best interests of, Flarion’s stockholders. The Flarion board of directors has also unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The reasons for Flarion’s board of directors’ determination are discussed in greater detail in the section entitled “The Merger — Flarion’s Reasons for the Merger; Recommendation of the Flarion Board of Directors.”
Q:		Do persons involved in the merger have interests that may conflict with mine as a Flarion stockholder?
A:		Yes. When considering the recommendations of Flarion’s board of directors, you should be aware that certain Flarion directors and officers have interests in the merger that may be different from, or are in addition to, yours. These interests include employment of certain Flarion executive officers by QUALCOMM after the mergers and the indemnification of directors and officers of Flarion by QUALCOMM. To review the interests of Flarion’s directors and management in the merger in greater detail, see “The Merger — Interests of Flarion’s Directors and Management in the Merger.”
Q:		What are the conditions to completion of the merger?
A:		The obligations of QUALCOMM and Flarion to complete the proposed merger are subject to the satisfaction or waiver of certain specified closing conditions, including governmental approvals. To review the conditions to closing in greater detail, see “Certain Terms of the Merger Agreement — Conditions to the Closing of the Merger.”
Q:		Should I send in my Flarion stock certificates now?
A:		No. After the merger is completed, holders of Flarion common stock and preferred stock will receive written instructions for exchanging stock certificates representing shares of Flarion capital stock for the merger consideration described in detail above, subject to the terms of the merger agreement.
Q:		When do you expect the merger to be completed?
A:		We are working toward completing the merger as quickly as possible. There are several conditions that must be satisfied or waived prior to the completion of the merger, including obtaining required regulatory approvals and registration of the QUALCOMM common stock to be issued in connection with the merger.
Q:		Will the proposed merger be completed?
A:		It is possible that the proposed merger will not be completed for any one of a number of reasons, such as the failure of one of the parties to satisfy a condition of closing.

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Q:		Am I entitled to appraisal rights?
A:		Holders of Flarion capital stock who did not vote in favor of adoption of the merger agreement and approval of the mergers, who hold their shares of Flarion capital stock of record and continue to own those shares through the effective time of the merger and who properly demand appraisal of their shares in writing are entitled to appraisal rights pursuant to the merger agreement under Section 262 of the General Corporation Law of the State of Delaware, or the DGCL, which is attached to this prospectus/ information statement as Annex C.
		Under Section 262, Flarion stockholders who comply with the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment of the fair value of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, as determined by the court.
Q:		Are there risks I should consider in deciding whether to exercise my appraisal rights in connection with the merger?
A:		Yes. In evaluating the merger, you should carefully consider the factors discussed in the section entitled “Risk Factors.”
Q:		Will Flarion stockholders recognize a taxable gain or loss for United States federal income tax purposes as a result of the mergers?
A:		It is expected that the merger of a QUALCOMM subsidiary into Flarion, followed by the merger of Flarion into a QUALCOMM subsidiary, taken together as a whole, will qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Assuming that the mergers qualify as a reorganization under the Internal Revenue Code, then the exchange of shares of Flarion common stock and Flarion preferred stock solely for shares of QUALCOMM common stock will not be a taxable transaction to Flarion stockholders for United States federal income tax purposes. Flarion stockholders will, however, recognize gain in the amount equal to the lesser of the amount of gain realized, or the amount of cash received. Additionally, a Flarion stockholder will recognize gain or loss with respect to any cash received in lieu of a fractional share of QUALCOMM common stock.
		Tax matters are very complicated and the tax consequences of the mergers to a Flarion stockholder will depend on the facts of each holder’s own situation. We encourage each Flarion stockholder to carefully read the discussion in the section entitled “The Merger — Material United States Federal Income Tax Consequences of the Mergers” and to consult the stockholder’s own tax advisor for a full understanding of the tax consequences of the mergers.
Q:		What will happen to options to acquire Flarion common stock upon the merger?
A:		Each option to purchase shares of Flarion common stock that would otherwise be outstanding if not for the merger will be assumed by QUALCOMM and will be converted into an option to purchase shares of QUALCOMM common stock under the terms specified in the merger agreement. Flarion option holders (other than with respect to directed options) may also be entitled to receive additional consideration, payable in shares of QUALCOMM common stock issuable upon or following the exercise of such option equal to a pro rata portion (determined on a fully diluted, as-converted basis) of additional aggregate consideration of $205 million, conditioned upon the achievement of a patent milestone, subject to a holdback or offset for indemnification, as described in the section entitled “Certain Terms of the Merger Agreement — Indemnification Holdback Amount.”
Q:		What will happen to warrants to acquire Flarion preferred stock upon the merger?
A:		QUALCOMM will issue a replacement warrant to purchase shares of QUALCOMM common stock for each warrant to purchase shares of Flarion preferred stock outstanding immediately prior to completion of the merger under the terms specified in the merger agreement. Flarion warrant holders may also be entitled to receive additional consideration, payable in shares of QUALCOMM common stock issuable upon or following the exercise of such warrant equal to a pro rata portion (determined on a fully diluted, as-converted basis) of additional aggregate consideration of $205 million, conditioned upon the

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	achievement of a patent milestone, subject to a holdback or offset for indemnification as described in the section entitled “Certain Terms of the Merger Agreement — Indemnification Holdback Amount.”

Q:		Are there any regulatory consents or approvals that are required to complete the merger?
A:		Neither QUALCOMM nor Flarion is aware of the need to obtain any regulatory approvals in order to complete the merger other than the following:

	•	the registration statement of which this prospectus/ information statement is a part must be declared effective by the Securities and Exchange Commission; and
	•	the mergers are subject to review by the United States Federal Trade Commission and the Antitrust Division of the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act, and under this statute, QUALCOMM and Flarion are required to make pre-merger notification filings and to await the expiration or early termination of a statutory waiting period prior to completing the mergers. In response to these filings, on September 19, 2005, QUALCOMM and Flarion received a request for additional information and documentary materials from the Department of Justice. QUALCOMM and Flarion intend to respond to this second request as expeditiously as possible.

		QUALCOMM and Flarion intend to obtain these approvals and make the necessary filings and any additional regulatory approvals and filings that may be required. However, neither of the parties can assure you that all of the approvals will be obtained.
Q:		Who can help answer my questions?
A:		If you would like additional copies, without charge, of this prospectus/ information statement or if you have questions about the merger, you should contact:

	QUALCOMM Incorporated
	Attn: Investor Relations
	5775 Morehouse Drive
	San Diego, California 92121
	Telephone No.: (858) 658-4813
	Flarion Technologies, Inc.
	Attn: Edward B. Jordan
	135 Route 202/ 206 South
	Bedminster, New Jersey 07921
	Telephone No.: (908) 947-7000

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	The exchange ratio and number of shares of QUALCOMM common stock that you will be entitled to receive is based on the QUALCOMM average closing price, which could be lower than the market value of the shares.

	If a sufficient number of Flarion U.S. patent applications do not result in issued U.S. patents, Flarion stockholders, option holders (other than with respect to directed options) and warrant holders will not receive the maximum amount of consideration payable pursuant to the merger agreement.

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	$75 million of the additional consideration payable upon the issuance of at least 20 additional U.S. patents may be subject to holdback and offset for indemnification purposes for a period of at least eighteen months.

	The Stockholders’ Agent may not act in the manner you desire.

	The need for governmental clearances may prevent or delay consummation of the merger.

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	We may not realize all of the anticipated benefits of the merger.

	•	retaining key employees;
	•	maintenance of important relationships of QUALCOMM and Flarion;
	•	minimizing the diversion of management’s attention from ongoing business matters;
	•	coordinating geographically separate organizations;
	•	consolidating research and development operations; and
	•	consolidating corporate and administrative infrastructures.

	If the mergers fail to qualify as a tax-free reorganization, you will recognize gain or loss on the exchange of your Flarion shares.

	Incremental expenses resulting from the application of the purchase method of accounting and related to Flarion’s ongoing research and development activities and product related business may adversely affect the market value of our common stock following the merger.

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	If a Flarion stockholder exercises statutory appraisal rights, the value such stockholder receives could be less than the amount per share such stockholder would otherwise receive pursuant to the merger agreement.

	Certain of Flarion’s stockholders may have claims against the corporation surviving the merger that they were not adequately afforded certain contractual rights of advance notice in connection with the merger.

	Directors and officers of Flarion may have conflicts of interest that may influence them to support or approve the merger.

	Upon completion of the merger, holders of Flarion capital stock will be entitled to become holders of our common stock, and the market price for our common stock may be affected by factors different from those affecting the capital stock of Flarion.

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	The issuance of the directed options may result in further dilution.

	If CDMA technology is not widely deployed, our revenues may not grow as anticipated.

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Our three largest customers as of June 26, 2005 accounted for 39% and 40% of consolidated revenues in the first nine months of fiscal 2005 and 2004, respectively, and 40% and 44% of consolidated revenues in fiscal 2004 and 2003, respectively. The loss of any one of our major customers or any reduction in the demand for devices utilizing our CDMA technology could reduce our revenues and harm our ability to achieve or sustain desired levels of operating results.

	•	the product requirements of these customers;
	•	the financial and operational success of these customers;
	•	the success of these customers’ products that incorporate our products;
	•	value added features which drive replacement rates;
	•	shortages of key products and components;
	•	fluctuations in channel inventory levels;
	•	the success of products sold to our customers by licensed competitors;
	•	the rate of deployment of new technology by the network operators and the rate of adoption of new technology by the end consumers;
	•	the extent to which certain customers successfully develop and produce CDMA-based integrated circuits and system software to meet their own needs;
	•	general economic conditions;
	•	changes in governmental regulations in countries where we or our customers currently operate or plan to operate; and
	•	widespread illness.

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	Changes in financial accounting standards related to share-based payments are expected to have a significant effect on our reported results.

	We depend upon a limited number of third party manufacturers to provide component parts, subassemblies and finished goods for our products. Any disruptions in the operations of, or the loss of, any of these third parties could harm our ability to meet our delivery obligations to our customers and increase our cost of sales.

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	We are subject to the risks of our licensees and our conducting business outside the United States.

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	•	changes in legal or regulatory requirements, including regulations governing the materials used in our products;
	•	difficulty in protecting or enforcing our intellectual property rights and/or contracts in a particular foreign jurisdiction;
	•	our inability to succeed in significant foreign markets, such as China, India or Europe;
	•	cultural differences in the conduct of business;
	•	difficulty in attracting qualified personnel and managing foreign activities;
	•	recessions in economies outside the United States;
	•	longer payment cycles for and greater difficulties collecting accounts receivable;
	•	export controls, tariffs and other trade protection measures;
	•	fluctuations in currency exchange rates;
	•	inflation and deflation;
	•	nationalization, expropriation and limitations on repatriation of cash;
	•	social, economic and political instability;
	•	natural disasters, acts of terrorism, widespread illness and war;
	•	taxation; and
	•	changes in laws and policies affecting trade, foreign investments, licensing practices and loans.

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	Currency fluctuations could negatively affect future product sales or royalty revenue, harm our ability to collect receivables, or increase the U.S. dollar cost of the activities of our foreign subsidiaries and international strategic investments.

	•	assets or liabilities of our consolidated subsidiaries and our foreign investees that are not denominated in the functional currency of those entities are subject to the effects of currency fluctuations, which may affect our reported earnings. Our exposure to foreign currencies may increase as we expand into new markets.
	•	investments in our consolidated foreign subsidiaries and in other foreign entities that use the local currency as the functional currency may decline in value as a result of declines in local currency values.
	•	certain of our revenues, such as royalty revenues, are derived from licensee or customer sales that are denominated in foreign currencies. If these revenues are not subject to foreign exchange hedging transactions, weakening of currency values in selected regions could adversely affect our anticipated revenues and cash flows.
	•	foreign exchange hedging transactions could affect our cash flows and earnings because they may require the payment of structuring fees, and they may limit the U.S. dollar value of royalties from licensees’ sales that are denominated in foreign currencies.
	•	our trade receivables are generally U.S. dollar denominated. Any significant increase in the value of the dollar against our customers’ or licensees’ functional currencies could result in an increase in our customers’ or licensees’ cash flow requirements and could consequently affect our ability to collect receivables.
	•	strengthening of currency values in selected regions may adversely affect our operating results because the activities of our foreign subsidiaries may become more expensive in U.S. dollars.
	•	strengthening of currency values in selected regions may adversely affect our cash flows and investment results because strategic investment obligations denominated in foreign currencies may become more expensive, and the U.S. dollar cost of equity in losses of foreign investees may increase.

	We may engage in strategic transactions that could result in significant charges or management disruption and fail to enhance stockholder value.

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	Defects or errors in our products and services or in products made by our suppliers could harm our relations with our customers and expose us to liability. Similar problems related to the products of our customers or licensees could harm our business.

	Global economic conditions that impact the wireless communications industry could negatively affect our revenues and operating results.

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	Our industry is subject to competition that could result in decreased demand for our products and the products of our customers and licensees and/or declining average selling prices for our licensees’ products and our products, negatively affecting our revenues and operating results.

	•	comprehensiveness of products and technologies;
	•	value added features which drive replacement rates;
	•	manufacturing capability;
	•	scalability and the ability of the system technology to meet customers’ immediate and future network requirements;
	•	product performance and quality;
	•	design and engineering capabilities;
	•	compliance with industry standards;
	•	time to market;
	•	system cost; and
	•	customer support.

	•	longer operating histories and presence in key markets;
	•	greater name recognition;
	•	motivation by our customers in certain circumstances to find alternate suppliers;
	•	access to larger customer bases; and
	•	greater sales and marketing, manufacturing, distribution, technical and other resources than we have.

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	Our operating results are subject to substantial quarterly and annual fluctuations and to market downturns.

	Our stock price may be volatile.

	•	announcements concerning us or our competitors, including the selection of wireless communications technology by wireless operators and the timing of the roll-out of those systems;
	•	receipt of substantial orders or order cancellations for integrated circuits and system software products;
	•	quality deficiencies in services or products;
	•	announcements regarding financial developments or technological innovations;
	•	international developments, such as technology mandates, political developments or changes in economic policies;
	•	lack of capital to invest in 3G networks;
	•	new commercial products;
	•	changes in recommendations of securities analysts;

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	•	government regulations, including stock option accounting and tax regulations;
	•	energy blackouts;
	•	acts of terrorism and war;
	•	inflation and deflation;
	•	widespread illness;
	•	proprietary rights or product or patent litigation;
	•	strategic transactions, such as acquisitions and divestitures; or
	•	rumors or allegations regarding our financial disclosures or practices.

	Our industry is subject to rapid technological change, and we must keep pace to compete successfully.

	•	rapid technological advances and evolving industry standards;
	•	changes in customer requirements;
	•	frequent introductions of new products and enhancements; and
	•	evolving methods of building and operating telecommunications systems.

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	The enforcement and protection of our intellectual property rights may be expensive and could divert our valuable resources.

	Claims by other companies that we infringe their intellectual property or that patents on which we rely are invalid could adversely affect our business.

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	Potential tax liabilities could adversely affect our results.

	The high amount of capital required to obtain radio frequency licenses and deploy and expand wireless networks could slow the growth of the wireless communications industry and adversely affect our business.

	If we experience product liability claims or recalls, we may incur significant expenses and experience decreased demand for our products.

	If wireless phones pose safety risks, we may be subject to new regulations, and demand for our products and those of our licensees and customers may decrease.

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	Our business depends on the availability of satellite and other networks for our OmniTRACS, TruckMAIL, EutelTRACS, OmniExpress, LINQ, T2 Untethered TrailerTRACS, GlobalTRACS, QConnect and OmniOne systems and other communications products.

	Our business and operations would suffer in the event of system failures.

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	We cannot provide assurance that we will continue to declare dividends at all or in any particular amounts.

	Government regulation may adversely affect our business.

	Our business and operating results will be harmed if we are unable to manage growth in our business.

	We may not be able to attract and retain qualified employees.

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	Future changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse unexpected revenue fluctuations and affect our reported results of operations.

	Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

	Our stockholder rights plan and certain provisions of our certificate of incorporation could adversely affect the performance of our stock.

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	•	the judgment, advice and analysis of QUALCOMM’s management and its financial and legal advisors with respect to the potential strategic, financial and operational benefits of the transaction, including management’s favorable recommendation of the transaction, based in part on the business, technical, financial, accounting and legal due diligence investigations performed with respect to Flarion and its subsidiaries;
	•	management’s expectations regarding the anticipated timing for the commercial development of Flarion’s technology and the costs associated with additional development of Flarion’s intellectual property;
	•	the expected qualification of the transactions contemplated by the merger agreement as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;
	•	the opinion and presentation of QUALCOMM’s financial advisor;
	•	the results of operations and financial condition of QUALCOMM and Flarion; and
	•	the terms of the merger agreement and the agreements related to the merger, including the consideration to be paid by QUALCOMM and the structure of the merger which were considered by both the board of directors and management of QUALCOMM to provide a fair and equitable basis for the transaction.

	•	the risk that the transaction might not be completed in a timely manner or at all;
	•	the potential loss of key Flarion employees critical to the ongoing success of Flarion’s business and to the successful integration of QUALCOMM’s business and Flarion’s business;
	•	the general difficulties of integrating products, technologies and companies;
	•	the risk that the benefits sought to be achieved by the transaction, including those outlined above, will not be achieved;
	•	the effect of public announcement of the transaction on QUALCOMM’s common stock;
	•	the other risks and uncertainties discussed above in the section entitled “Risk Factors;” and
	•	the risk of diverting management resources from other strategic opportunities and operational matters for a period of time.

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	•	the risks and potential rewards associated with, as an alternative to the merger, continuing to execute Flarion’s strategic plan as an independent entity. These risks include, among others, Flarion’s uncertain future profitability, potential difficulties in obtaining necessary additional financing to remain a stand-alone entity, its reliance on a limited number of customers for a substantial portion of its revenues, and its uncertain ability to compete effectively against larger and better capitalized competitors, and the rewards include, among others, the ability of existing Flarion stockholders to participate in the potential future growth and profitability of QUALCOMM after the merger;
	•	the possibility, as alternatives to the merger, of seeking to be acquired by a company other than QUALCOMM, to engage in a combination with a company other than QUALCOMM or to effect an initial public offering of Flarion common stock, and the Flarion board of directors’ conclusion that neither a transaction with another party nor any other alternative would reasonably be likely to result in greater value to the stockholders than the proposed transaction with QUALCOMM. The Flarion board of directors concluded that the transaction with QUALCOMM could be acceptably completed from a timing and regulatory standpoint, and would yield greater benefits than the alternatives given QUALCOMM’s financial resources and its ability to fund a greater number of long-term growth projects and to compete effectively;
	•	the value of the consideration provided for in the merger agreement based on the then-current market price and historical trading price of QUALCOMM common stock over the past year;
	•	the presentation and opinion of Evercore;
	•	the ability to complete the merger as a reorganization for United States federal income tax purposes;
	•	the interests that certain executive officers and directors of Flarion may have with respect to the merger in addition to their general interests as stockholders of Flarion. See the section entitled “The Merger — Interests of Flarion’s Directors and Management in the Merger;”
	•	the merger will enable Flarion stockholders to participate in, and benefit from the future growth potential of, a large, publicly held company with a greater depth of technologies, marketing opportunities and financial and operating resources that should enhance Flarion’s ability to bring technology to market;
	•	the public market for QUALCOMM common stock will offer Flarion stockholders liquidity earlier than if Flarion proceeded with an initial public offering, while avoiding the risk and investment in time and expense of an initial public offering; and
	•	the availability of appraisal rights under Section 262 of the DGCL.

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	•	analyzed certain internal financial statements and other non-public financial and operating data concerning Flarion prepared by and furnished to Evercore by the management of Flarion;
	•	analyzed financial projections concerning Flarion prepared by and furnished to Evercore by the management of Flarion;
	•	discussed the past and current operations and financial condition and the prospects of Flarion with the management of Flarion;
	•	compared the financial performance of Flarion and QUALCOMM with publicly traded companies and their securities that Evercore deemed relevant;
	•	reviewed the financial terms, to the extent publicly available, of other business combinations and other transactions that Evercore deemed relevant;
	•	participated in discussions and negotiations among representatives of Flarion and QUALCOMM and their financial and legal advisors;
	•	reviewed and participated in discussions and negotiations regarding the merger agreement and the related exhibits and schedules in the forms provided to Evercore and assumed that the final forms of such merger agreement, exhibits and schedules would not vary in any respect material to Evercore’s analysis;
	•	analyzed publicly available projections and operating data for QUALCOMM prepared by Wall Street analysts;
	•	analyzed publicly available financial statements and other information relating to QUALCOMM;
	•	reviewed with Flarion management the scope and results of the transaction process to the date of its opinion; and
	•	performed such other analyses and examinations and considered such other factors as Evercore has in Evercore’s sole judgment deemed appropriate for purposes of its opinion.

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	Transaction Terms

	•	approximately $3.93 per as-converted share of value at the effective time of the merger (or upon exercise of such options or warrants), which reflects an aggregate value of $600 million and is based upon the number of shares of Flarion capital stock outstanding on a fully diluted basis as of the date of the opinion; and
	•	additional consideration of approximately $1.34 per as-converted share of value subject to the satisfaction of the patent milestone (and, with respect to holders of Flarion options, other than directed options, and warrants, the exercise of such options or warrants), which reflects an aggregate value of $205 million (less any holdback and offset due to indemnification claims) and is based upon the number of shares of Flarion capital stock outstanding on a fully diluted basis as of the date of the opinion.

	Flarion Peer Group Trading Analysis

Communications Semiconductor		Diversified Semiconductor		Wireless Infrastructure
Companies		Companies		Companies
Analog Devices Incorporated		Intel Corporation		Cisco Systems Inc.
Maxim Integrated Products, Inc.		Texas Instruments Inc.		Nokia Corporation
Broadcom Corporation		STMicroelectronics N.V.		Siemens Aktiengesellschaft
Freescale Semiconductor, Inc.				Motorola, Inc.
Silicon Laboratories Inc.				LM Ericsson Telephone Company
Skyworks Solutions, Inc.				Alcatel
RF Micro Devices, Inc.				Lucent Technologies Inc.
				Nortel Networks Corp.
				Alvarion Ltd.

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	Flarion Relevant Precedent Transaction Analysis

	•	Cisco Systems, Inc.’s acquisition of Airespace, Inc.;
	•	Cisco Systems, Inc.’s acquisition of Latitude Communications, Inc.;
	•	Cisco Systems, Inc.’s acquisition of Linksys;
	•	3Com Corp.’s acquisition of TippingPoint Technologies, Inc.;
	•	Alcatel’s acquisition of Spatial Wireless;
	•	Avaya Inc.’s acquisition of Spectel;
	•	Broadcom Corporation’s acquisition of Zyray Wireless, Inc.;
	•	Broadcom Corporation’s acquisition of Mobilink Telecom Inc.;
	•	Lucent Technologies Inc.’s acquisition of Telica, Inc.;
	•	Tellabs, Inc.’s acquisition of Advanced Fibre Communications, Inc.;
	•	Juniper Network, Inc.’s acquisition of NetScreen Technologies, Inc.;
	•	Polycom, Inc.’s acquisition of Voyant Technologies, Inc.;
	•	Motorola, Inc.’s acquisition of Winphoria Networks;
	•	UTStarcom, Inc.’s acquisition of CommWorks;
	•	Juniper Networks, Inc.’s acquisition of Unisphere Networks, Inc.; and
	•	QUALCOMM’s acquisition of SnapTrack, Inc.

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	Flarion Discounted Cash Flow Analysis

	QUALCOMM Historical Share Price Analysis

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	QUALCOMM Peer Group Trading Analysis

Communications Semiconductor Companies		Diversified Semiconductor Companies
Analog Devices Incorporated		Intel Corporation
Maxim Integrated Products, Inc.		Texas Instruments Inc.
Broadcom Corporation		STMicroelectronics N.V.
Freescale Semiconductor, Inc.
Silicon Laboratories Inc.
Skyworks Solutions, Inc.
RF Micro Devices, Inc.

	QUALCOMM Discounted Cash Flow Analysis

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	QUALCOMM Research Analyst Price Targets

	•	Bank of America Securities LLC;
	•	Merrill Lynch & Co., Inc.;
	•	Citigroup Global Markets, Inc.;
	•	Deutsche Bank Securities, Inc.;
	•	Credit Suisse First Boston, Inc.;
	•	CIBC World Markets Corp.;
	•	Morgan Stanley & Co.;
	•	Bear Stearns & Co. Inc.; and
	•	Lehman Brothers Inc.

	General

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	Director and Officer Indemnification

	Stock Ownership by Executive Officers and Directors

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	Stock Options and Change of Control

	•	Raymond Dolan, Rajiv Laroia, Michael Gallagher, Edward Jordan, Edward Knapp and Theresa McCarthy held options to purchase 1,500,000, 1,500,000, 1,200,000, 350,000, 581,250 and 150,000 shares of Flarion common stock, respectively;
	•	Daniel Stanzione, Matthew Desch, Andrew Viterbi, Robert LaBlanc and Joseph Tibbetts (each a non-employee member of the Flarion board of directors) held options to purchase 80,000, 85,000, 80,000, 60,000 and 80,000 shares of Flarion common stock, respectively; and
	•	all executive officers and directors of Flarion as a group held options to purchase 5,666,250 shares of Flarion common stock.

	•	Raymond Dolan, Rajiv Laroia, Michael Gallagher, Edward Jordan, Edward Knapp and Theresa McCarthy held options to purchase 1,500,000, 1,500,000, 600,000 (these options were terminated in connection with Mr. Gallagher’s termination of employment with Flarion), 350,000, 581,250 and 150,000 shares of Flarion common stock, respectively, which may accelerate and vest either upon or following the completion of the merger and/or upon an involuntary termination of employment of such executive officers following the completion of the merger; and
	•	Daniel Stanzione, Matthew Desch, Andrew Viterbi, Robert LaBlanc and Joseph Tibbetts are each entitled to 100% of vesting with respect to all of their options to purchase shares of Flarion common stock upon the completion of the merger.

	Directed Options

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	Employment Offer Letters

	Non-Competition and Non-Solicitation Agreements

	•	divert or interfere with any orders for the products or services of QUALCOMM’s or Flarion’s business of developing and/or marketing of technology, products and services for wireless communications networks and devices anywhere in the world, or any customers of the restricted business, or induce or attempt to persuade any person to terminate or significantly reduce his or her business association with QUALCOMM or the company surviving the mergers; or
	•	induce, or attempt to induce, any employee, representative or consultant of QUALCOMM, the company surviving the mergers or any affiliate thereof to terminate or significantly reduce his or her employment or other contractual relationship with QUALCOMM, the company surviving the mergers or any affiliate of either of them.

	Stock Restriction Agreements

	Waiver of Acceleration of Option Vesting and Amendment of Stock Option Agreement

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	General

	•	brokers or dealers in securities or foreign currencies;
	•	traders;
	•	stockholders who are subject to the alternative minimum tax provisions of the Code;
	•	tax-exempt organizations;
	•	stockholders who are foreign persons, including those who are not citizens or residents of the U.S.;
	•	expatriates;
	•	stockholders treated as partnerships for United States federal income tax purposes;
	•	stockholders that have a functional currency other than the United States dollar;
	•	stockholders who do not hold their Flarion stock as a capital asset within the meaning of Section 1221 of the Code;
	•	banks, mutual funds, financial institutions or insurance companies;
	•	stockholders who acquired Flarion capital stock in connection with stock option or stock purchase plans or in other compensatory transactions;
	•	stockholders who hold Flarion capital stock as part of an integrated investment, including a straddle, hedge, or other risk reduction strategy, or as part of a conversion transaction or constructive sale;

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	•	stockholders who acquired their shares through Flarion’s 401(k) plan, deferred compensation plan or other retirement plan; or
	•	stockholders whose Flarion capital stock is “qualified small-business stock” for purposes of Section 1202 of the Code.

	Flarion Common Stockholders Who Receive Solely QUALCOMM Common Stock

	Flarion Preferred Stockholders and Flarion Common Stockholders Who Receive a Combination of QUALCOMM Common Stock and Cash

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	Installment Method (Treatment of Contingent Cash Consideration)

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	Cash in Lieu of Fractional Shares

	Dissenting Stockholders

	Tax Consequences to QUALCOMM, its Merger Subsidiaries and Flarion

	Backup Withholding

	•	furnish a correct taxpayer identification number and certify that they are not subject to backup withholding on the substitute Form W-9 or successor form included in the letter of transmittal to be delivered to the former Flarion stockholder following the completion of the mergers (or the appropriate Form W-8, as applicable); or
	•	are otherwise exempt from backup withholding.

	Tax Return Reporting Requirements

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	•	$3.5 million for each calendar month (or portion thereof) following June 30, 2005 (pro-rated for partial months);
	•	any employee severance or integration fee, cost, expense, payment or expenditure that is paid, incurred or accrued at the direction of QUALCOMM;
	•	any expense paid, incurred or accrued relating to or arising out of the amended and restated investors’ rights agreement, as amended, entered into by Flarion and certain of its stockholders and any filing fees incurred in connection with efforts to obtain any clearances, approvals or consents or the expiration of waiting periods under the HSR Act, or foreign antitrust or competition laws;
	•	all expenses of Flarion relating to actions, suits, proceedings, claims, arbitrations or investigations commenced following the public announcement of the merger agreement and the transactions contemplated thereby that are attributable to such public announcement and transactions; and
	•	any expense paid, incurred or accrued to purchase certain inventory specified by QUALCOMM.

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	•	QUALCOMM common stock (less shares deposited in the expenses fund on behalf of such holder, as described below);
	•	the initial cash consideration (less the portion deposited in the expenses fund on behalf of such holder, as described below);
	•	cash in lieu of any fractional shares of QUALCOMM common stock; and
	•	dividends or other distributions, if any, on QUALCOMM common stock to which they are entitled under the terms of the merger agreement.

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	•	the respective businesses and assets of the parties and their ability to complete the merger;
	•	their due organization, valid existence and good standing;
	•	the absence of need for approval by any governmental entity to execute the merger agreement (except filings with the Delaware Secretary of State, SEC filings, state securities law filings, or any HSR filings);
	•	the accuracy of information provided in their financial statements;
	•	brokers’ and finders’ fees;
	•	the absence of material litigation; and

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	•	the accuracy and completeness of information they supply for inclusion in this registration statement.

	•	its subsidiaries;
	•	the existence of any required consent from any governmental entities required for the operation of its business;
	•	its capital structure;
	•	the absence of certain changes or events;
	•	the absence of any material obligations or liabilities, other than those expressly disclosed in the disclosure schedule;
	•	intellectual property rights and agreements;
	•	inbound license rights, outbound license rights and related agreements;
	•	compliance with filing and maintenance requirements of applicable governmental entities with respect to its patent rights, copyrights, domain names and trademark rights;
	•	the absence of any covenant not to compete or other agreement limiting its ability to transact business in any market, field or geographical area or with any person;
	•	the absence of infringement of the intellectual property rights of any person in the conduct of its business;
	•	the absence of any interested party transactions with any of its directors, officers, employees or agents;
	•	the accuracy and completeness information provided in the disclosure schedule and in its financial statements;
	•	the validity and enforceability of each material contract;
	•	the absence of termination or threat of termination of its relationship with any customer of supplier for goods with a value greater than $100,000 per annum;
	•	compliance with all environmental laws applicable to properties and facilities it uses or occupies;
	•	tax matters;
	•	its compliance with all laws (including ERISA) applicable to its employee benefits plans;
	•	its compliance with all applicable laws with respect to employment practices;
	•	the existence of insurance policies appropriate for its type of business;
	•	its compliance with all federal, state, local and foreign statutes with respect to the conduct of its business, including any international trade laws;
	•	the absence of any payments by Flarion or person acting on Flarion’s behalf in order to obtain favorable treatment in securing business; and
	•	the stockholder votes required to approve the merger and the merger agreement.

	•	the timely filing of all forms and reports required to be filed with the SEC since October 1, 2002, as well as the conformance of these filings to the requirements of the Securities Act or Exchange Act (whichever applies); and

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	•	the existence of all necessary authorization of corporate action to issue and deliver the QUALCOMM’s common stock pursuant to the merger agreement.

	•	continue the prosecution and registration process with respect to any intellectual property rights consistent with past practice;
	•	use all reasonable efforts to keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, potential customers and others having business dealings with it; and
	•	promptly notify QUALCOMM of any material event or occurrence not in the ordinary course of its business, or any change in its capitalization (other than with respect to the grant of stock options in accordance with the merger agreement or the exercise of stock options or warrants).

	•	accelerate, amend or change the period of exercisability or vesting of options or other rights granted under its stock plans or authorize cash payments in exchange for any option or other rights granted under any of such plans;
	•	issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, securities of it or of any of its subsidiaries, provided that (i) Flarion may, in the ordinary course of business consistent with past practice, grant options for the purchase of its common stock under Flarion’s option plan not to exceed an aggregate of 200,000 shares; and (ii) Flarion shall, effective immediately prior to the consummation of the first merger, grant options to purchase Flarion common stock to Flarion’s employees, in the amounts and subject to the terms and conditions specified by QUALCOMM, under Flarion’s option plan, having an aggregate intrinsic value of up to $26 million (see the section entitled “Certain Terms of the Merger Agreement — Directed Options”);
	•	enter into or amend any agreements pursuant to which Flarion or any of its subsidiaries transfers to any person any ownership rights to intellectual property rights owned by Flarion or in which Flarion claims an ownership interest or any other person is granted any outbound license rights with respect to any of Flarion’s or the subsidiary’s proposed products (other than such licenses and rights implied by the sale of products to customers) or Flarion’s intellectual property rights;
	•	sell, lease, license or otherwise dispose of or encumber any of its properties or assets that are in excess of $25,000 in value and material, except for the sale of products or in the ordinary course of business consistent with past practice;
	•	enter into, terminate or amend (i) any agreement involving the obligation to pay or the right to receive $75,000 or more per annum or $200,000 or more in the aggregate, other than purchase orders issued by Flarion to its suppliers solely to fulfill written obligations, existing as of the date of the merger agreement, of Flarion to its customers, (ii) any agreement relating to the license, transfer or other disposition or acquisition of intellectual property rights (other than the license of commercially available software pursuant to a shrinkwrap end user license agreement with customary terms and conditions or a standardized license, in each case with a purchase price of less than $10,000) or rights to market or sell Flarion’s or its subsidiaries’ products or (iii) any other agreement material to the business or prospects of Flarion or its subsidiaries or that is or would be a material contract as defined in the merger agreement;

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	•	make any capital expenditures, capital additions or capital improvements, in excess of $75,000 individually or $500,000 in the aggregate;
	•	grant or pay any severance or termination pay or benefits to any director, officer or employee, except for payments made pursuant to written agreements outstanding on the date of the merger agreement;
	•	commence a lawsuit (with certain exceptions);
	•	acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any entity;
	•	present, deliver or otherwise communicate to any customers (or potential customers) any proposals in any way related to Flarion’s or its subsidiaries’ business or prospects, including, but not limited to, Flarion’s or its subsidiaries’ current or future intellectual property rights, technology, products or potential business or other strategic relationships; or
	•	solicit, initiate, or knowingly encourage or engage in negotiations or discussions regarding any proposal or offer for a merger, consolidation, share exchange, business combination, sale of all or a substantial portion of the assets, or similar transactions, other than as contemplated by the merger agreement.

	•	with respect to any payment of cash, stock or other property pursuant to any Flarion stock option or employee plan (or any other plan or agreement of Flarion) that could constitute a “parachute payment” under Section 280G of the Code, enter into any amendment to such plan providing for, upon the consummation of the transactions contemplated by the merger agreement: (i) the reduction of all or any portion of any such payment, or the waiver of all or any portion of any such payment by the recipient thereof, or (ii) the payment of any such payment, or the payment of the reduced, eliminated or waived portion thereof, subject to approval of the stockholders in the manner determined by Flarion;
	•	sell products, directly or indirectly under the existing terms of any contract in effect as of the date of the merger agreement between Flarion and an original equipment manufacturer;
	•	support deployments in certain countries (listed on a schedule to the merger agreement) to the extent provided in the merger agreement;
	•	license its technology to the relevant carrier and its customers in connection with each deployment described above to the extent necessary to permit such carrier and such customers to use such equipment and devices; and
	•	license its technology to such original equipment manufacturer in connection with such deployments to the extent necessary to permit the use of such products; provided, however, that unless QUALCOMM otherwise consents in writing, any agreement entered into in connection with such provision shall include provisions to (i) limit liability under or arising out of such agreement and (ii) disclaim and exclude all liability for any loss of profits or incidental, consequential, indirect, special, punitive, exemplary or other similar damages.

	•	Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary to effectuate the mergers and related transactions;
	•	QUALCOMM shall take any commercially reasonable action required to be taken under any applicable state securities laws in connection with the registration and qualification of its common stock to be issued pursuant to the merger;

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	•	In the event QUALCOMM is directed by the SEC that any portion of its common stock being issued in connection with the merger may not be registered pursuant to this registration statement, QUALCOMM shall use its commercially reasonable efforts to cause such shares to be registered under the Securities Act so as to permit the resale thereof, and in connection therewith shall cause to be prepared and filed a registration statement on Form S-3 with the SEC with respect to such shares as soon as reasonably practicable;
	•	Flarion shall, through the consummation of the merger, apprise QUALCOMM of material operational matters and the general status of Flarion’s ongoing operations;
	•	QUALCOMM and Flarion shall use all reasonable efforts to file, as promptly as practicable after the date of the merger agreement, all notices, reports and other documents required to be filed by such party with any governmental entity with respect to the mergers, including, but not limited to, filing notifications required under HSR and any other federal or state antitrust or fair trade law;
	•	QUALCOMM and Flarion shall, as promptly as practicable, (i) make any filings and give any notices required to be made and given by such party in connection with the mergers and the other transactions contemplated by the merger agreement; (ii) use all reasonable efforts to obtain any consent required to be obtained by such party in connection with the mergers, and (iii) use all reasonable efforts to lift any restraint, injunction or other legal bar to the mergers;
	•	QUALCOMM shall take all corporate action necessary to reserve for issuance a sufficient number of shares of QUALCOMM common stock issuable pursuant to outstanding options under Flarion’s option plan assumed by QUALCOMM. No later than ten (10) business days after the consummation of the mergers, QUALCOMM shall file a registration statement on Form S-8 with respect to the shares of QUALCOMM common stock subject to such options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as such options remain outstanding;
	•	QUALCOMM shall take such steps (and Flarion shall assist) as may be necessary to comply with the securities and blue sky laws of all jurisdictions applicable to the issuance of the QUALCOMM common stock in connection with the mergers, the assumption by QUALCOMM of the outstanding Flarion options under Flarion’s option plan and the grant of the QUALCOMM warrants;
	•	Flarion will use commercially reasonable efforts in consultation with QUALCOMM to retain existing employees of Flarion through the consummation of the mergers. Flarion shall use its commercially reasonable efforts to cause the employees of Flarion designated in writing by QUALCOMM to execute an offer letter in the form provided by QUALCOMM and, to the extent an employee of Flarion has not previously executed a similar agreement with Flarion, a proprietary rights and non-disclosure agreement in the form provided by QUALCOMM;
	•	Flarion shall promptly notify QUALCOMM of anything that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Flarion;
	•	QUALCOMM and Flarion agreed to not take any action or fail to take any action that could prevent the mergers from qualifying as a reorganization under the provisions of Section 368(a) of the Code;
	•	Flarion shall use commercially reasonable efforts to cause certain of its contracts as identified in the merger agreement to be terminated prior to the consummation of the mergers;
	•	QUALCOMM shall assume the written obligations of Flarion to defend, indemnify and hold harmless Flarion’s current and former executive officers and directors, which obligations arise pursuant to indemnity agreements between Flarion and such individuals provided to QUALCOMM, including the notification obligations thereunder, including, but not limited to, indemnity obligations with respect to matters arising out of the merger agreement;

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	•	To the extent requested by QUALCOMM, Flarion shall use its commercially reasonable efforts to obtain all contract consents specified in the merger agreement and to deliver such consents to QUALCOMM; and
	•	Flarion shall use its commercially reasonable efforts to seek and obtain the release of patent numbers 6,711,120 and 6,473,418 from the security interest held by Chase Manhattan Bank and to terminate all UCC financing statements which have been filed with respect to such security interest.

	Conditions to Obligations of Each Party

	•	no temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court of competent jurisdiction, or any other legal or regulatory restraint or prohibition preventing the consummation of the merger, which could reasonably be expected to have a material adverse effect;
	•	no action shall be taken, nor any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the merger which makes the consummation of the merger illegal;

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	•	the acquisition from all governmental entities of approvals, waivers and consents necessary for consummation of the merger as may be required under the Securities Act, state blue sky laws and HSR; and
	•	the adoption and approval of the merger agreement, the mergers and the necessary amendments to Flarion’s certificate of incorporation by Flarion’s stockholders.

	Conditions to Obligations of QUALCOMM and its Merger Subsidiaries

	•	the representations and warranties of Flarion in the merger agreement shall be true and correct, without regard to any qualification of materiality on and as of the date of the merger agreement and on and as of the closing date of the merger as though such representations and warranties were made on and as of such time (except for such representations and warranties that speak specifically of another date, which shall be true and correct in all material respects as of such date), except when the failure of such representations and warranties to be true and correct has not had a material adverse effect on Flarion;
	•	Flarion shall have performed and complied in all material respects with all covenants, obligations and conditions of the merger agreement required to be performed and complied with by it as of the closing of the merger;
	•	Flarion shall deliver to QUALCOMM a certificate executed on its behalf by Flarion’s chief executive officer and chief financial officer certifying that the previous two conditions have been satisfied;
	•	Flarion shall deliver to QUALCOMM, a certificate executed by Flarion’s secretary containing Flarion’s certificate of incorporation, bylaws, resolutions of its board of directors authorizing the merger and the executed written consents of Flarion’s stockholders adopting the merger agreement;
	•	Flarion shall deliver any and all written notification required pursuant to the Open Base Station Architecture Initiative Supporter Agreement dated September 3, 2004, in order to withdraw Flarion from participation therein;
	•	there shall not be any pending or threatened legal proceeding in which a governmental entity is or is threatened to become a party that (i) challenges the consummation of the mergers, (ii) relates to the mergers and seeks damages or other relief from any of the parties to the merger agreement, (iii) seeks to prohibit or limit QUALCOMM’s ability to vote or otherwise exercise ownership rights with respect to Flarion’s capital stock, or (iv) will materially and adversely affect QUALCOMM or Flarion’s right to own Flarion’s assets or operate Flarion’s business;
	•	QUALCOMM’s legal counsel shall deliver to QUALCOMM a written opinion to the effect that the mergers should or will be treated for tax purposes as a reorganization within the meaning of Section 368(a) of the Code (this opinion shall not be waivable without Flarion’s approval);
	•	there shall not be issued any order of any governmental agency which (i) prohibits or limits QUALCOMM’s ability to vote or otherwise exercise ownership rights with respect to Flarion’s capital stock or (ii) adversely affects the right of QUALCOMM or Flarion to own Flarion’s assets or operate Flarion’s business;
	•	specified individuals and at least 65% of Flarion’s engineers shall have agreed to maintain employment with the surviving corporation or accept employment with QUALCOMM on terms reasonably acceptable to QUALCOMM;
	•	Flarion shall not have entered into any agreements, arrangements or understandings, except as specified in the merger agreement;
	•	no material adverse effect shall have occurred with respect to Flarion;

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	•	Flarion’s legal counsel shall have delivered to QUALCOMM an opinion commensurate with the form attached to the merger agreement;
	•	agreements providing for the termination of certain Flarion contracts identified in the merger agreement shall have been executed and delivered to QUALCOMM;
	•	Flarion shall have terminated each of its 401(k) plans that is required to be terminated;
	•	Flarion shall execute and deliver to QUALCOMM a statement and notice in connection with “FIRPTA”;
	•	Flarion shall have delivered to QUALCOMM the closing payment schedule, the closing option schedule and the updated disclosure schedule specified in the merger agreement; and
	•	certain liens on certain patents held by Flarion shall have been released.

	Conditions to Obligations of Flarion

	•	the representations and warranties of QUALCOMM and its merger subsidiaries in the merger agreement shall be true and correct on and as of the date of the merger agreement and on as of the closing date of the merger as though such representations and warranties were made on and as of such time (except for such representations and warranties that speak specifically of another date, which shall be true and correct in all material respects as of such date);
	•	QUALCOMM and its merger subsidiaries shall have performed and complied in all material respects with all covenants, obligations and conditions of the merger agreement required to be performed by them as of the closing;
	•	QUALCOMM and its merger subsidiaries shall deliver to Flarion certificates executed by a duly authorized officer of each respective entity certifying that the two above conditions have been satisfied;
	•	Flarion’s legal counsel shall deliver to Flarion a written opinion to the effect that the mergers should or will be treated for tax purposes as a reorganization within the meaning of Section 368(a) of the Code (this opinion shall not be waivable without QUALCOMM’s approval);
	•	QUALCOMM’s common stock to be issued pursuant to the merger agreement shall have been authorized for listing on The Nasdaq National Market upon official notice of issuance; and
	•	this registration statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order, and any material blue sky and other state securities laws applicable to the registration and qualification of the QUALCOMM common stock issuable or required to be reserved for issuance pursuant to the merger agreement shall have been complied with.

	•	any breach of any representation or warranty made by Flarion in the merger agreement or in any of the certificates delivered to QUALCOMM by Flarion pursuant to the agreement for a period from the closing date through 18 months (and thereafter until resolved if a claim is made prior to such date);

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	•	any nonfulfillment or breach of, or default in connection with, any covenant or agreement by Flarion under the merger agreement for a period from the closing date through 18 months (and thereafter until resolved if a claim is made prior to such date);
	•	the exercise by any dissenting stockholder of appraisal rights under the DGCL (provided that such dissenting stockholder’s pro rata portion of the initial merger consideration and the patent milestone amount shall be deducted from such damages);
	•	any post-closing adjustment to the aggregate amount of the merger consideration payable to Flarion as a result of an adjustment in connection with the working capital or expense threshold amount, as described above; or
	•	certain other matters specified in the disclosure schedule to the merger agreement.

	•	any breach of any representation or warranty made by QUALCOMM or its merger subsidiaries in the merger agreement or in any of the certificates delivered to QUALCOMM or its merger subsidiaries pursuant to the agreement;
	•	any nonfulfillment or breach of, or default in connection with, any covenant or agreement by QUALCOMM or its merger subsidiaries under the merger agreement;
	•	any breach by Flarion of, or any claim against Flarion under, the Flarion amended and restated investors’ rights agreement with respect to (i) any covenants therein other than any claim from, or relating to, NV Partners II LP or any of its affiliates, (ii) certain notice requirements arising out of or related to the execution and delivery of this Agreement, (iii) the execution and delivery of the Exclusivity Agreement between Flarion and QUALCOMM dated June 27, 2005, or (iv) the performance by Flarion or any Flarion stockholder of the transactions contemplated by the merger agreement; or
	•	actions taken by Flarion in connection with the grant or issuance of the directed options.

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	•	receive all notices or documents given or to be given to any of the stockholders by QUALCOMM pursuant to the merger agreement and to receive and accept service of legal process in connection with any suit or proceeding arising under the merger agreement;
	•	deliver to QUALCOMM at the effective time of the merger all certificates and documents to be delivered by any of the stockholders;
	•	engage counsel, and such accountants and other advisors for any of the stockholders and incur such other expenses on behalf of any of the stockholders in connection with the merger agreement; and
	•	take such action on behalf of any of the stockholders as the stockholders’ agent may in its sole discretion deem appropriate to carry out the intent of the merger agreement.

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	•	the closing of the merger has not taken place on or before January 21, 2006, provided, however, that the right to terminate shall not be available to any party whose failure to fulfill any obligation under the merger agreement was the cause of or resulted in the failure of the merger to occur by such date; or
	•	if a court of competent jurisdiction or other governmental entity shall have issued a nonappealable final order, decree or ruling or taken any other action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the mergers, unless the party relying on such order, decree or ruling or other action has not complied in all material respects with its obligations under the merger agreement.

	•	by QUALCOMM upon a breach of any representation, warranty, covenant or agreement on the part of Flarion in the merger agreement or if any representation or warranty of Flarion has become untrue so that the condition to completion of the merger regarding Flarion’s representations and warranties or covenants would not be met. However, before QUALCOMM may terminate pursuant to any such breach, such breach must remain uncured for 20 days after Flarion’s receipt of notice of such breach; or
	•	by Flarion upon a breach of any representation, warranty, covenant or agreement on the part of QUALCOMM or its merger subsidiaries in the merger agreement or if any representation or warranty of QUALCOMM or its merger subsidiaries has become untrue so that the condition to completion of the merger regarding QUALCOMM and its merger subsidiaries representations and warranties or covenants would not be met. However, before Flarion may terminate pursuant to any such breach, such breach must remain uncured for 20 days after QUALCOMM’s receipt of notice of such breach.

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	Flarion Products:

	•	RadioRouter Base Station: Performs like an IP-based router in a Local Area Network (LAN), but with Wide Area Network (WAN) radio coverage. RadioRouter base stations leverage existing cell towers, antennas and backhaul infrastructure and support standardized IP interfaces for integration and Radio Access Network (RAN) provisioning;
	•	FlashView Element Management System: An integrated provisioning and element management tool for the Flarion RadioRouter base station, offering Fault, Configuration, Accounting, Performance and Security (FCAPS) management functions;
	•	PC Card: The Flarion wireless network PC Card (PCMCIA) can be plugged into IP-based end-user devices (laptop, PDA, digital camera, etc.) for connectivity to the Flarion network;
	•	Desktop Modem: Flarion’s wireless Desktop Modem provides always-on access to the Flarion mobile broadband wide area network. The modem is compatible with desktop PCs, notebook PCs, and other

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		IP end-user devices, as well as consumer electronic devices (gaming consoles, web tablets, etc) that have standard Ethernet or USB connections. The modems could be used in stationary or mobile environments; and
	•	Mobile Chipset Solution: Flarion’s mobile chipsets provide a complete FLASH-OFDM solution for consumer and enterprise end-user devices. They can be integrated with host devices, such as PC Cards, fixed and portable computers, PDAs, mobile phones, digital cameras, entertainment devices, and gaming consoles and are offered with a complete reference design package and technical support services from Flarion’s technical team.

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Name		Age				Position
Raymond P. Dolan			48			Chairman and Chief Executive Officer
Rajiv Laroia			42			Founder, Chief Technology Officer, and Director
Edward B. Jordan			44			Senior Vice President and Chief Financial Officer
Edward M. Knapp			44			Senior Vice President, Product Marketing and Market Development
Theresa L. McCarthy			41			Vice President and General Counsel
Matthew J. Desch			47			Director
Robert P. Goodman			45			Director
Martin D. Hale, Jr.			33			Director
Robert E. LaBlanc			71			Director
Bruce I. Sachs			45			Director
Daniel C. Stanzione			60			Director
Joseph S. Tibbetts, Jr.			52			Director
Andrew J. Viterbi			70			Director

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	•	each stockholder known by Flarion to beneficially own more than 5% of Flarion’s capital stock;
	•	each of Flarion’s directors and named executive officers; and
	•	all of Flarion’s directors and executive officers as a group.

						Rights to												Rights to
						Acquire												Acquire
						Shares of												Shares of
		Number of				Common				Percent of				Number of				Preferred				Percent of
		Shares of				Stock within				Total				Shares of				Stock within				Total
		Common				60 Days of				Common				Preferred				60 Days of				Preferred
Name and Address of Beneficial Owner(1)		Stock				August 5, 2005				Stock				Stock				August 5, 2005				Stock
5% Stockholders, Directors and Executive Officers:
Entities affiliated with Bessemer Venture Partners(2)			178,666				—				*				10,360,529				—				19.2	%
Entities affiliated with Charles River Partners(3)			112,000				—				*				10,360,529				—				19.2	%
Coastdock & Co.(4)			—				7,878,346				27.6	%			3,939,173				—				7.3	%
Nextel Data Investments 1, Inc.(5)			—				14,156,850				40.6	%			6,078,425				1,000,000				12.8	%
Entities affiliated with New Venture Partners(6)			—				—				—				10,360,529				—				19.2	%
Entities affiliated with Pequot Capital Management(7)			76,000				—				*				7,824,553				—				14.5	%
T-Mobile Venture Fund GmbH & Co. KG(8)			—				8,051,572				28.0	%			2,025,786				2,000,000				7.2	%
Matthew J. Desch(9)			100,000				85,000				*				—				—				—
Raymond P. Dolan(10)			4,444,444				—				21.5	%			—				—				—
Robert P. Goodman(11)			178,666				—				*				10,360,529				—				19.2	%
Martin D. Hale, Jr.(12)			76,000				—				*				7,824,553				—				14.5	%
Robert E. LaBlanc			—				11,250				*				—				—				—
Rajiv Laroia(13)			3,611,114				—				17.4	%			—				—				—
Michael K. Gallagher(14)			1,500,000				600,000				9.9	%			—				—				—
Edward B. Jordan(15)			650,000				350,000				4.7	%			—				—				—
Edward M. Knapp(16)			238,750				281,250				2.5	%			—				—				—
Theresa L. McCarthy			800,000				—				3.9	%			—				—				—
Bruce I. Sachs(17)			112,000				—				*				10,360,529				—				19.2	%
Daniel C. Stanzione(18)			100,000				640,170				3.5	%			280,085				—				*
Joseph S. Tibbetts, Jr.			—				31,250				*				—				—				—

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Rights to

Rights to

Acquire

Acquire

Shares of

Shares of

Number of

Common

Percent of

Number of

Preferred

Percent of

Shares of

Stock within

Total

Shares of

Stock within

Total

Common

60 Days of

Common

Preferred

60 Days of

Preferred

Name and Address of Beneficial Owner(1)

Stock

August 5, 2005

Stock

Stock

August 5, 2005

Stock

Andrew J. Viterbi(19)

100,000

1,114,056

5.6

%

517,028

—

*

All executive officers and directors as a group (14 persons)

11,910,974

3,112,976

61.5

%

29,342,724

—

54.3

%

	*	Represents beneficial ownership of less than 1.0% of the outstanding shares of common stock or preferred stock, as applicable.

	(1)	Unless otherwise indicated, the address for each person or entity named below is c/o Flarion Technologies, Inc., 135 Route 202/ 206 South, Bedminster, NJ 07921.
	(2)	Consists of (a) 6,720 shares of common stock, 345,800 shares of Series A preferred stock and 325,234 shares of Series B preferred stock held by Bessemer Venture Investors II L.P., (b) 35,268 shares of common stock, 2,529,280 shares of Series A preferred stock and 1,706,921 shares of Series B preferred stock held by Bessemer Venture Partners V L.P., (c) 39,772 shares of common stock, 1,916,720 shares of Series A preferred stock and 1,924,829 shares of Series B preferred stock held by Bessec Ventures V L.P., (d) 972 shares of common stock and 47,033 shares of Series B preferred stock held by BVE 2001 LLC, (e) 15,828 shares of common stock and 766,046 shares of Series B preferred stock held by BVE 2001 (Q) LLC, (f) 13,440 shares of common stock and 650,466 shares of Series B preferred stock held by BIP 2001 L.P., (g) 66,666 shares of common stock held by Bessemer Search Group and (h) 148,200 shares of Series A preferred stock held by BVE LLC. The address for each of these entities is 1865 Palmer Avenue, Suite 104, Larchmont, NY 10538. Each of these holders of preferred stock has agreed not to convert its shares of preferred stock into common stock until the earlier of the termination of the merger agreement and the effectiveness of the merger.
	(3)	Consists of (a) 101,364 shares of common stock, 4,471,129 shares of Series A preferred stock and 4,905,839 shares of Series B preferred stock held by Charles River Partnership X, a limited partnership, (b) 2,784 shares of common stock, 122,740 shares of Series A preferred stock and 134,708 shares of Series B preferred stock held by Charles River Partnership X-A, a limited partnership, (c) 6,692 shares of common stock, 294,961 shares of Series A preferred stock and 323,722 shares of Series B preferred stock held by Charles River Friends X-B, LLC and (d) 1,160 shares of common stock, 51,170 shares of Series A preferred stock and 56,260 shares of Series B preferred stock held by Charles River Friends X-C, LLC. The address for each of these entities is 1000 Winter Street, Suite 3300, Waltham, MA 02451. Each of these holders of preferred stock has agreed not to convert its shares of preferred stock into common stock until the earlier of the termination of the merger agreement and the effectiveness of the merger.
	(4)	Consists of shareholdings of Series B preferred stock of Cisco Systems, Inc. The address for this entity is 170 West Tasman Drive, Building Number 10, San Jose, CA 95134.
	(5)	Consists of (a) 6,078,425 shares of Series B preferred stock and (b) a fully vested warrant to purchase 1,000,000 shares of Series B preferred stock. The address for Nextel Data Investments 1, Inc. is 2001 Edmund Halley Drive, Reston, VA 20191.
	(6)	Consists of (a) 5,555,600 shares of Series A preferred stock and 2,779,143 shares of Series B preferred stock held by NV Partners II LP and (b) 2,025,786 shares of Series B preferred stock held by NVP II-B LP. The address for these entities is 98 Floral Avenue, Suite 201, Murray Hill, NJ 07974. Each of these holders of preferred stock has agreed not to convert its shares of preferred stock into common stock until the earlier of the termination of the merger agreement and the effectiveness of the merger.
	(7)	Consists of (a) 76,000 shares of common stock, 2,470,000 shares of Series A preferred stock and 4,935,174 shares of Series B preferred stock held by Pequot Private Equity Fund II, L.P., (b) 367,564 shares of Series B preferred stock held by Pequot Private Equity Fund III, L.P. and

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		(c) 51,815 shares of Series B preferred stock held by Pequot Offshore Private Equity Partners III, L.P. The address for these entities is 500 Nyala Farm Road, Westport, CT 06880. Each of these holders of preferred stock has agreed not to convert its shares of preferred stock into common stock until the earlier of the termination of the merger agreement and the effectiveness of the merger.
	(8)	Consists of (a) 2,025,786 shares of Series B preferred stock, (b) a fully vested warrant to purchase 1,000,000 shares of Series B preferred stock and (c) an unvested warrant to purchase 1,000,000 shares of Series B preferred stock, for which vesting is based on performance which could occur within 60 days after August 5, 2005. The address of T-Mobile Venture Fund GmbH & Co. KG is Gotenstrabe 156, Bonn, D53175, Germany.
	(9)	Consists of (a) 100,000 shares of common stock, (b) fully vested options to purchase 75,625 shares of common stock and (c) unvested options to purchase 9,375 shares of common stock with rights of early exercise.

(10)	Consists of (a) 3,444,444 shares of common stock held by Raymond P. Dolan and (b) 1,000,000 shares of common stock held by R & V Dolan, L.L.C. Mr. Dolan serves Flarion’s Chairman and Chief Executive Officer.
(11)	Consists of the shares of capital stock as described in footnote (2) above. Mr. Goodman is the member of the Flarion board of directors representing Bessemer Venture Partners.
(12)	Consists of the shares of capital stock as described in footnote (7) above. Mr. Hale is the member of the Flarion board of directors representing Pequot Capital Management.
(13)	Consists of (a) 2,759,114 shares of common stock held by Rajiv Laroia, (b) 22,000 shares of common stock held by Tarana Laroia, (c) 22,000 shares of common stock held by Ishaan Laroia, (d) 22,000 shares of common stock held by Krishan Kumar Laroia, (e) 22,000 shares of common stock held by Anuradha Laroia-Batta, (f) 22,000 shares of common stock held by Sanjeev Laroia, (g) 22,000 shares of common stock held by Sanjdeep Laroia and (h) 720,000 shares of common stock held by the Rajiv Laroia Grantor Retained Annuity Trust. Mr. Laroia is a founder of Flarion and serves as the Chief Technology Officer and as a director of Flarion.
(14)	As of August 5, 2005, Michael Gallagher served as President of Flarion. Mr. Gallagher terminated his employment with Flarion effective as of September 6, 2005.
(15)	Consists of (a) 416,666 shares of common stock, (b) 233,334 shares of common stock subject to repurchase rights of Flarion and (c) unvested options to purchase 350,000 shares of common stock with rights of early exercise.
(16)	Consists of (a) 238,750 share of common stock, (b) fully vested options to purchase 31,250 shares of common stock and (c) unvested options to purchase 250,000 shares of common stock with rights of early exercise.
(17)	Consists of the shares of capital stock as described in footnote (3) above. Mr. Sachs is the member of the Flarion board of directors representing Charles River Ventures.
(18)	Consists of (a) 100,000 shares of common stock, (b) 200,000 shares of Series A preferred stock, (c) 80,085 shares of Series B preferred stock, (d) fully vested options to purchase 70,625 shares of common stock and (e) unvested options to purchase 9,375 shares of common stock with rights of early exercise.
(19)	Consists of (a) 100,000 shares of common stock held by Mr. Viterbi, (b) 100,000 shares of Series A preferred stock and 158,514 shares of Series B preferred stock held by Andrew James Viterbi, Trustee of the Andrew James Viterbi Flarion Annuity Trust dated April 11, 2005, (c) 100,000 shares of Series A preferred stock and 158,514 shares of Series B preferred stock held by Andrew James Viterbi, Trustee of the Erna Finci Viterbi Flarion Annuity Trust dated April 11, 2005, (d) fully vested options to purchase 70,625 shares of common stock and (e) unvested options to purchase 9,375 shares of common stock with rights of early exercise.

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	•	ten days following a public announcement or disclosure that a person or group has acquired beneficial ownership of 15% or more of our outstanding common stock; or
	•	ten business days after someone commences, or announces they intend to commence, a tender offer or exchange offer for 15% or more of our outstanding common stock.

	•	the board of directors of the corporation approves either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, prior to the time the interested stockholder attained that status;
	•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers, and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	•	at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the

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		affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

	•	any merger or consolidation involving the corporation and the interested stockholder;
	•	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
	•	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	•	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
	•	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

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	QUALCOMM

	•	6,000,000,000 shares of common stock, par value $0.0001 per share; and
	•	8,000,000 shares of preferred stock, par value $0.0001 per share.

	Flarion

	•	173,000,000 shares of common stock, par value $0.001 per share;
	•	18,436,225 shares of Series A preferred stock, par value $0.001 per share; and
	•	41,466,416 shares of Series B preferred stock, par value $0.001 per share.

	QUALCOMM

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	Flarion

	General

	QUALCOMM

	Flarion

	QUALCOMM

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	Flarion

	General

	QUALCOMM

	Flarion

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	General

	QUALCOMM

	Flarion

	QUALCOMM

	Flarion

	QUALCOMM

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	Flarion

	General

	•	for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation; and
	•	with respect to any criminal proceeding, if they had no reasonable cause to believe that their conduct was unlawful.

	QUALCOMM

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	Flarion

	QUALCOMM

	Flarion

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	•	adopted the merger agreement;
	•	elected that the merger shall not constitute a liquidation, dissolution or winding up of Flarion for purposes of Flarion’s certificate of incorporation;
	•	agreed not to convert any shares of Flarion preferred stock held by them into shares of Flarion common stock, unless the merger agreement is terminated; and
	•	approved an amendment to Flarion’s certificate of incorporation to amend and restate paragraph 5(g) of Section A of Article FOURTH of the certificate of incorporation to read as follows:

“(g) Merger or Sale of Assets. If at any time or from time to time there shall be a merger or consolidation of the Corporation with or into another Corporation, or the sale of all or substantially all of the Corporation’s properties and assets to any other person (other than an event described in paragraph 4(c), unless the requisite number of holders of Preferred Stock have elected not to treat such event as a liquidation for purposes of such paragraph), then, as part of such merger, consolidation or sale, provision shall be made so that the holders of Preferred Stock shall be entitled to receive upon consummation of such transaction, the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of Common Stock issuable upon conversion would have been entitled upon consummation of such merger had such holder’s Preferred Stock been converted into Common Stock prior to such merger, consolidation or sale, provided that no such provision shall be deemed to constitute the consent of the holders of Preferred Stock to any such transaction if such consent is required by this Amended and Restated Certificate of Incorporation or under applicable law, and provided further that the provisions of this paragraph 5(g) shall not apply to the transactions contemplated by the Agreement and Plan of Reorganization, entered into by and among QUALCOMM Incorporated, a Delaware corporation (“Acquiror”), Fluorite Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Acquiror, Quartz Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Acquiror, QF REP, LLC (as Stockholders’ Agent), and the Corporation, as such Agreement and Plan of Reorganization may be amended from time to time.”

	•	waived and released claims against Flarion and its affiliates relating to ownership of Flarion securities or status as a Flarion stockholder;
	•	amended the Flarion amended and restated stockholders agreement and the Flarion amended and restated investors’ rights agreement to terminate automatically upon a change of control of Flarion; and
	•	appointed QF REP, LLC as the stockholders’ agent.

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	•	Annual Report on Form 10-K for the year ended September 26, 2004
	•	Quarterly Report on Form 10-Q for the period ended June 26, 2005
	•	Quarterly Report on Form 10-Q for the period ended March 27, 2005
	•	Quarterly Report on Form 10-Q for the period ended December 26, 2004
	•	Current Report on Form 8-K filed August 19, 2005
	•	Current Report on Form 8-K filed July 8, 2005
	•	Current Report on Form 8-K filed June 8, 2005
	•	Current Report on Form 8-K/ A filed May 6, 2005
	•	Current Report on Form 8-K filed March 11, 2005
	•	Current Report on Form 8-K filed February 25, 2005
	•	Current Report on Form 8-K filed January 19, 2005
	•	Current Report on Form 8-K filed December 13, 2004

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Consolidated Financial Statements as of December 31, 2004 and 2003 and for the Two Years Ended December 31, 2004 and for the period January 21, 2000 (date of inception) through December 31, 2004:
	Report of Independent Auditors			F-2
	Consolidated Balance Sheets at December 31, 2004 and 2003			F-3
	Consolidated Statements of Operations for the two years ended December 31, 2004 and 2003 and for the period January 21, 2000 (date of inception) through December 31, 2004			F-4
	Consolidated Statements of Redeemable Convertible Preferred Stock, Stockholder’s Equity (Deficit) and Comprehensive Income (Loss) for the period January 21, 2000 (date of inception) through December 31, 2004			F-5
	Consolidated Statements of Cash Flows for the two years ended December 31, 2004 and 2003 and for the period January 21, 2000 (date of inception) through December 31, 2004			F-7
	Notes to Consolidated Financial Statements			F-8
Condensed Consolidated Financial Statements as of June 30, 2005 and for the Six Months Ended June 30, 2005:
	Condensed Consolidated Balance Sheet at June 30, 2005(unaudited)			F-20
	Condensed Consolidated Statement of Operations for the six months ended June 30, 2005 (unaudited)			F-21
	Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2005 (unaudited)			F-22
	Notes to Condensed Consolidated Financial Statements (unaudited)			F-23

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	/s/ Ernst & Young LLP

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				December 31
				2004				2003
ASSETS
Current assets:
		Cash and cash equivalents		$	61,777,085			$	15,756,598
		Accounts receivable — trade			781,430				2,092,911
		Accounts receivable — related party			753,496				1,514,800
		Inventories			2,174,743				2,429,421
		Deferred cost of sales			10,909,444				3,744,305
		Prepaid expenses and other current assets			1,038,786				542,532
Total current assets					77,434,984				26,080,567
Restricted cash					100,000				100,000
Fixed assets, net					3,070,025				3,016,324
				$	80,605,009			$	29,196,891
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
		Accounts payable		$	1,222,514			$	2,915,706
		Accrued liabilities			2,470,221				2,611,478
		Deferred revenue			25,019,784				7,330,700
		Current portion of long-term debt and capital lease obligations			170,211				868,385
Total current liabilities					28,882,730				13,726,269
Capital lease obligations, less current portion					—				198,524
Deferred rent obligation					—				110,756
Series A Redeemable Convertible Preferred Stock (liquidation value $18,370,600 at December 31, 2004), $.001 par value; shares authorized: 18,436,225 in 2004 and 2003, issued and outstanding: 18,370,600 in 2004 and 2003					18,323,908				18,311,733
Series B Redeemable Convertible Preferred Stock (liquidation value $176,302,818 at December 31, 2004), $.001 par value; shares authorized: 41,466,416 in 2004 and 21,466,416 in 2003, issued and outstanding: 35,715,178 in 2004 and 18,495,997 in 2003					176,206,015				91,174,740
Stockholders’ equity (deficit):
	Common stock, $.001 par value; shares authorized: 173,000,000 in 2004 and 116,000,000 in 2003, issued and outstanding: 18,181,584 in 2004 and 17,157,512 in 2003				18,182				17,158
	Additional paid-in capital				6,890,688				3,329,601
	Notes receivable from employee stockholder				(187,500	)			(187,500	)
	Deferred compensation				(10,276	)			(107,728	)
	Accumulated other comprehensive loss				(28,596	)			(13,710	)
	Deficit accumulated during development stage				(149,490,142	)			(97,362,952	)
Total stockholders’ equity (deficit)					(142,807,644	)			(94,325,131	)
				$	80,605,009			$	29,196,891

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										For the Period
										January 21, 2000
		Year Ended December 31								(Date of Inception)
										to December 31,
		2004				2003				2004
Revenue		$	2,569,725			$	383,400			$	3,013,125
Research and development expenses			26,759,045				19,760,450				80,128,622
Acquired in-process research and development			—				—				5,555,600
Selling, general and administrative expenses			28,448,986				18,615,355				69,261,019
Interest expense			111,790				229,830				757,227
Interest income			(622,906	)			(177,863	)			(3,609,832	)
Gain on sale of marketable securities			—				—				(199,405	)
Net loss		$	(52,127,190	)		$	(38,044,372	)		$	(148,880,106	)

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			Series A Redeemable								Series B Redeemable																					Notes								Accumulated				Deficit
			Convertible Preferred								Convertible Preferred																					Receivable								Other				Accumulated
			Stock								Stock									Common Stock								Additional				from								Comprehensive				During				Treasury Stock
																												Paid-in				Employee				Deferred				Income				Development
			Shares				Value				Shares				Value					Shares				Value				Capital				Stockholders				Compensation				(Loss)				Stage				Shares				Value				Total
Issuance of preferred stock in connection with subscription and contribution agreement				5,555,600			$	5,555,600				—			$	—					—			$	—			$	—			$	—			$	—			$	—			$	—				—			$	—			$	—
Sale of preferred stock				12,815,000				12,705,000																																																	—
Issuance of common stock in connection with:
	Exercise of stock options																				6,873,244				6,873				164,958				(111,111	)																							60,720
	Purchase of restricted stock																				5,331,114				5,331				39,475																												44,806
Issuance of warrant in exchange for services																													26,250																												26,250
Deferred non-cash compensation																													460,722								(460,722	)																			—
Amortization of non- cash compensation																																					52,249																				52,249
Accretion to redemption value of redeemable convertible preferred stock								1,301,441																					(691,405	)															(610,036	)											(1,301,441	)
Net loss																																													(11,765,971	)											(11,765,971	)
Balance, December 31, 2000				18,370,600				19,562,041				—				—					12,204,358				12,204				—				(111,111	)			(408,473	)			—				(12,376,007	)			—				—				(12,883,387	)
Sale of preferred stock												9,190,247				45,197,835																																									—
Issuance of common stock in connection with:
	Exercise of stock options																				3,239,912				3,240				524,424				(187,500	)																							340,164
Purchase of treasury stock																																																	795,000				(19,875	)			(19,875	)
Issuance of warrant in exchange for services																													146,556																												146,556
Deferred non-cash compensation																													469,823								(469,823	)																			—
Vested portion of non-employee stock awards																													55,423																												55,423
Amortization of non- cash compensation																																					237,926																				237,926
Non-cash compensation related to option modifications																													55,422																												55,422
Adjustment to deferred compensation for terminations																													(71,071	)							71,071																				—
Accretion on redeemable convertible preferred stock, net of reversal								(1,274,658	)							21,367													1,253,291																												1,253,291
Net loss																																													(20,289,913	)											(20,289,913	)
Other comprehensive income:
	Unrealized gain on securities																																								168,429																168,429
Total comprehensive loss																																																									(20,121,484	)
Balance, December 31, 2001				18,370,600				18,287,383				9,190,247				45,219,202					15,444,270				15,444				2,433,868				(298,611	)			(569,299	)			168,429				(32,665,920	)			795,000				(19,875	)			(30,935,964	)
Sale of preferred stock												607,736				3,000,001																																									—
Issuance of common stock in connection with:
	Exercise of stock options																				677,618				678				114,562				111,111																(795,000	)			19,875				246,226
Vested portion of non-employee stock awards																													57,315																												57,315
Amortization of non- cash compensation																																					239,286																				239,286
Non-cash compensation related to option modifications																													3,985																												3,985
Adjustment to deferred compensation for terminations																													(22,196	)							22,196																				—
Accretion to redemption value of redeemable convertible preferred stock								12,175								25,175													(37,350	)																											(37,350	)
Net loss																																													(26,652,660	)											(26,652,660	)
Other comprehensive income:
	Unrealized gain on securities prior to disposition																																								18,925																18,925
	Less reclassification adjustment for gains included in net loss																																								(187,354	)															(187,354	)
	Foreign currency translation adjustment																																								(3,781	)															(3,781	)
Total comprehensive loss																																																									(26,824,870	)
Balance, December 31, 2002				18,370,600				18,299,558				9,797,983				48,244,378					16,121,888				16,122				2,550,184				(187,500	)			(307,817	)			(3,781	)			(59,318,580	)			—				—				(57,251,372	)

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			Series A Redeemable								Series B Redeemable																					Notes								Accumulated				Deficit
			Convertible Preferred								Convertible Preferred																					Receivable								Other				Accumulated
			Stock								Stock									Common Stock								Additional				from								Comprehensive				During				Treasury Stock
																												Paid-in				Employee				Deferred				Income				Development
			Shares				Value				Shares				Value					Shares				Value				Capital				Stockholders				Compensation				(Loss)				Stage				Shares				Value				Total
Balance, December 31, 2002 (carried forward)				18,370,600			$	18,299,558				9,797,983			$	48,244,378					16,121,888			$	16,122			$	2,550,184			$	(187,500	)		$	(307,817	)		$	(3,781	)		$	(59,318,580	)			—			$	—			$	(57,251,372	)
Sale of preferred stock												8,698,014				42,898,926																																									—
Issuance of common stock in connection with:
	Exercise of stock options																				1,035,624				1,036				166,967																												168,003
Vested portion of non-employee stock awards																													174,400																												174,400
Vested portion of warrant issued in connection with trial agreement																													467,822																												467,822
Amortization of non- cash compensation																																					171,804																				171,804
Non-cash compensation related to option modifications																													42,124																												42,124
Adjustment to deferred compensation for terminations																													(28,285	)							28,285																				—
Accretion to redemption value of redeemable convertible preferred stock								12,175								31,436													(43,611	)																											(43,611	)
Net loss																																													(38,044,372	)											(38,044,372	)
Other comprehensive income:
	Foreign currency translation adjustment																																								(9,929	)															(9,929	)
Total comprehensive loss																																																									(38,054,301	)
Balance, December 31, 2003				18,370,600				18,311,733				18,495,997				91,174,740					17,157,512				17,158				3,329,601				(187,500	)			(107,728	)			(13,710	)			(97,362,952	)			—				—				(94,325,131	)
Sale of preferred stock												17,219,181				84,998,215																																									—
Issuance of common stock in connection with:
	Exercise of stock options																				1,024,072				1,024				325,208																				1,250				1,875				328,107
Purchase of treasury stock																																																	(1,250	)			(1,875	)			(1,875	)
Vested portion of non-employee stock awards																													134,258																												134,258
Vested portion of warrant issued in connection with trial agreement																													3,149,233																												3,149,233
Amortization of non- cash compensation																																					95,075																				95,075
Adjustment to deferred compensation for terminations																													(2,377	)							2,377																				—
Accretion to redemption value of redeemable convertible preferred stock								12,175								33,060													(45,235	)																											(45,235	)
Net loss																																													(52,127,190	)											(52,127,190	)
Other comprehensive income:
	Foreign currency translation adjustment																																								(14,886	)															(14,886	)
Total comprehensive loss																																																									(52,142,076	)
Balance, December 31, 2004