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ATHEROS COMMUNICATIONS INC S-1/A Filing

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ATHEROS COMMUNICATIONS INC S-1/A Filing Powered By Docstoc
					Table of Contents

Index to Financial Statements

                                       As filed with the Securities and Exchange Commission on January 16, 2004
                                                                                                                                               Registration No. 333-110807



     UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                      Washington, D.C. 20549



                                                                    Amendment No. 2
                                                                                         to
                                                         Form S-1
                                                 REGISTRATION STATEMENT
                                                                                     Under
                                                                   The Securities Act of 1933


                       ATHEROS COMMUNICATIONS, INC.
                                                                (Exact name of registrant as specified in its charter)

                     Delaware                                                          3674                                                     77-0485570
             (State or other jurisdiction of                               (Primary Standard Industrial                                         (I.R.S. Employer
            incorporation or organization)                                  Classification Code Number)                                        Identification No.)


                                                                            529 Almanor Avenue
                                                                            Sunnyvale, CA 94085
                                                                               (408) 773-5200
                                (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


                                                                        Dr. Craig H. Barratt
                                                                President and Chief Executive Officer
                                                                   Atheros Communications, Inc.
                                                                        529 Almanor Avenue
                                                                        Sunnyvale, CA 94085
                                                                           (408) 773-5200
                                       (Name, address, including zip code, and telephone number, including area code, of agent for service)


                                                                                    Copies to:
                         Jorge del Calvo, Esq.                                                                         Jeffrey D. Saper, Esq.
                      Allison Leopold Tilley, Esq.                                                                      Nora L. Gibson, Esq.
                         Davina K. Kaile, Esq.                                                                           Jack Helfand, Esq.
                     P ILLSBURY W INTHROP LLP                                                                  W ILSON S ONSINI G OODRICH & R OSATI
                          2475 Hanover Street                                                                        Professional Corporation
                    Palo Alto, California 94304-1114                                                                    650 Page Mill Road
                             (650) 233-4500                                                                          Palo Alto, CA 94304-1050
                                                                                                                           (650) 493-9300

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement
becomes effective.
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
    If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 



    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued January 16, 2004

                                                                                  Shares




                                                                    COMMON STOCK



Atheros Communications, Inc. is offering              shares of its common stock. This is our initial public offering and no public market
exists for our shares. The estimated initial public offering price of our common stock will be between $            and $        per share.



We have applied to list our common stock for quotation on the Nasdaq National Market under the symbol “ATHR.”




Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 5.



                                                                    PRICE $        A SHARE



                                                                                                      Underwriting
                                                               Price to                               Discounts and                          Proceeds to
                                                               Public                                 Commissions                             Atheros

Per Share                                                     $                                         $                                     $
Total                                                     $                                       $                                      $

Atheros Communications, Inc. has granted the underwriters the right to purchase up to an additional                         shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on                         , 2004.
MORGAN STANLEY                          LEHMAN BROTHERS
   BANC OF AMERICA SECURITIES LLC
                               THOMAS WEISEL PARTNERS LLC
  , 2004
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      [The inside front cover contains graphics and text as follows:]



                                                                     [Atheros Logo]
                                           [“Atheros Competitive Strengths”] [“Atheros Advanced Feature Set”]
                                                    [“Wireless Systems Engineering”] [“Low Power”]
                                [“High-Performance Radio Frequency using Standard Processes”] [“Enhanced Throughput”]
                                              [“Advanced Wireless Protocol Expertise”] [“Extended Range”]
                                        [“Scaleable and Repeatable Design Environment”] [“Integrated Solutions”]
                                                         [“Established Customer Relationships”]
                                                          [“Wireless Semiconductor Solutions”]

     [Photo of our WLAN chipset surrounded by photos of products into which it is designed in categories entitled “Mobile Computing,”
“Enterprise/Small Business/Home,” “Hot Spots,” and “Consumer Electronics”]
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                                                            TABLE OF CONTENTS
                                                                                                                                               Page

Prospectus Summary                                                                                                                                   1
Risk Factors                                                                                                                                         5
Information Regarding Forward-Looking Statements                                                                                                    18
Use of Proceeds                                                                                                                                     19
Dividend Policy                                                                                                                                     19
Capitalization                                                                                                                                      20
Dilution                                                                                                                                            21
Selected Consolidated Financial Data                                                                                                                23
Management‟s Discussion and Analysis of Financial Condition and Results of Operations                                                               24
                                                                                                                                             Page

Business                                                                                                                                         36
Management                                                                                                                                       51
Related Party Transactions                                                                                                                       62
Principal Stockholders                                                                                                                           64
Description of Capital Stock                                                                                                                     67
Shares Eligible For Future Sale                                                                                                                  71
Underwriting                                                                                                                                     73
Legal Matters                                                                                                                                    76
Experts                                                                                                                                          76
Where You Can Find Additional Information                                                                                                        76
Index to Consolidated Financial Statements                                                                                                      F-1



      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in
jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of our common stock.

     Until         , 2004 (25 days after the commencement of this offering), all dealers that buy, sell or trade our common stock,
whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the
obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

      For investors outside the United States: Neither we, nor any of the underwriters have done anything that would permit this offering or
possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You
are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
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                                                          PROSPECTUS SUMMARY

     You should read the following summary together with the entire prospectus, including the more detailed information regarding us and the
common stock being sold in this offering and our consolidated financial statements and the related notes appearing elsewhere in this
prospectus. You should carefully consider, among other things, the matters discussed in the section entitled “Risk Factors.”

                                                  ATHEROS COMMUNICATIONS, INC.

      We are a leading developer of semiconductor system solutions for wireless communications products. We combine our wireless systems
expertise with high-performance radio frequency, mixed signal and digital semiconductor design skills to provide highly integrated chipsets
that are manufacturable on low-cost, standard complementary metal-oxide semiconductor processes. Our wireless networking solutions
incorporate semiconductors, software and system level reference designs to enable our customers to deliver advanced products that provide
users with high-performance, as measured by integration of standards, throughput, power consumption and range, at lower cost.

      Demand for the ability to communicate everywhere at all times has driven mass adoption of cellular voice communications. Widespread
adoption of email and Internet access, combined with the expectation of mobility created by cellular service, is generating demand for mobile
access to data networks. In the home, the office and increasingly in the wide area, this access is achieving market acceptance through wireless
local area networking technologies.

      We provide a comprehensive product portfolio of the core technologies required to implement wireless local area networks, including
access points and mobile client devices. Our system solutions are used in a variety of applications in the personal computer, enterprise access,
small business, home networking, public access hotspot and consumer electronics markets. We sell our products worldwide, directly and
indirectly, to leading customers including personal computer manufacturers such as Hewlett-Packard, IBM, NEC, Sony and Toshiba and
networking equipment manufacturers such as D-Link, IO Data, Linksys, Microsoft, NETGEAR, Philips and Proxim.

      The wireless local area networking industry has created several standards in different frequency bands to support network capacity
requirements and higher throughput. We have been a leader in delivering products that integrate these standards into a single solution
supporting multiple frequencies. We have delivered cost-effective, high-performance solutions to our customers, and have developed product
extensions that provide increased performance beyond that provided in standard operation. We intend to continue innovating and to rapidly
develop integrated implementations of new standards. We are also developing wireless local area networking solutions that allow connectivity
for new types of devices, such as consumer electronics.

      The demand for access to email and the Internet everywhere at all times is also driving the emergence of wide area wireless data
networking. This access is provided through cellular networks and dedicated wireless data services, made popular by mobile email devices.
Wide area wireless services and wireless local area networking access are implemented using different technologies in separate access devices.
However, demand for integrated local and wide area services is creating the need to provide combined capabilities in a single solution. We
intend to develop highly integrated, cost-effective, semiconductor solutions to address the demand for multiple service capability.

      Our objective is to become the leading provider of innovative wireless technologies through a combination of systems expertise, design
capabilities and complete solutions. We intend to address the opportunities created by the integration of multiple functions into a single
solution to enter new, high-growth markets with solutions providing high- performance and cost-effective implementation. Using our
proprietary technology extensions, we

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have successfully built the Atheros brand and seek to continue to build brand value through further technology advances.

      We were incorporated as T-Span Systems Corporation in Delaware in May 1998. In May 2000, we changed our corporate name to
Atheros Communications, Inc. Our principal executive offices are located at 529 Almanor Avenue, Sunnyvale, California 94085. Our
telephone number at that location is (408) 773-5200. Our website address is www.atheros.com. Information on our website is not a part of this
prospectus. References in this prospectus to the “we,” “our” and “us” refer to Atheros Communications, Inc.

      Atheros, the Atheros logo, Super G, Super A/G, Wake-on-Wireless and Wake-on-Theft are trademarks of Atheros. All other trademarks
and trade names appearing in this prospectus are the property of their respective holders.

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                                                                THE OFFERING

Common stock offered by Atheros                                                     shares

Common stock to be outstanding after this offering                                  shares

Use of proceeds                                                          We intend to use a portion of the net proceeds to repay all of the
                                                                         $          outstanding balance under our revolving credit facility, and
                                                                         the remainder for general corporate purposes, including as yet
                                                                         undetermined amounts related to working capital and capital
                                                                         expenditures. At December 31, 2003, the amount outstanding under our
                                                                         revolving credit facility was $4.0 million.

Proposed Nasdaq National Market symbol                                   ATHR



      Unless otherwise stated, all information in this prospectus assumes:

      •          the automatic conversion of all outstanding shares of our convertible preferred stock into 30,043,580 shares of common stock
                 immediately prior to completion of this offering;

      •          the exercise of a warrant to purchase 125,000 shares of common stock at an exercise price of $0.67 per share that expires if not
                 exercised prior to completion of this offering; and

      •          no exercise of the over-allotment option granted to the underwriters.

      The number of shares of common stock to be outstanding immediately after this offering:

      •          is based upon 48,602,405 shares of common stock outstanding as of December 31, 2003;

      •          excludes 10,541,172 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2003, at a
                 weighted average exercise price of $1.53 per share;

      •          excludes 1,560,680 shares of common stock available for future issuance under our stock option plans and employee stock
                 purchase plan; and

      •          excludes a warrant to purchase 34,830 shares of common stock at an exercise price of $6.46 per share.

      For additional information regarding these shares, see “Management — Employee Benefit Plans.”

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                                              SUMMARY CONSOLIDATED FINANCIAL DATA

      The following table presents our summary consolidated historical financial information. You should read this information together with
the consolidated financial statements and related notes, unaudited as adjusted financial information and the information under Management‟s
Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus.
                                                                                                  Year Ended December 31,

                                                                    1999               2000                 2001                 2002                     2003


Consolidated Statements of Operations Data:
Net revenue                                                     $          —       $          —         $      1,831         $   22,200            $       87,357
Cost of goods sold                                                         —                  —                  897             10,170                    50,505
Gross profit                                                               —                  —                  934             12,030                    36,852
Operating expenses:
     Research and development                                      3,121                11,687               23,104               23,115                   29,112
     Sales and marketing                                              —                  1,536                6,064                7,381                   11,515
     General and administrative                                      125                 2,219                3,429                3,953                    5,825
     Stock-based compensation                                         77                   578                  597                  488                    3,358
Net loss                                                        $ (3,138 )         $   (15,067 )        $   (30,642 )        $   (22,359 )         $      (13,166 )
Basic and diluted net loss per share                            $ (1.59 )          $     (2.66 )        $     (3.06 )        $     (1.60 )         $        (0.80 )
Shares used in computing basic and diluted net loss per
  share                                                              1,977               5,663               10,015              14,017                    16,446
                                                                                                                                      December 31, 2003

                                                                                                                             Actual                      As Adjusted

                                                                                                                                        (in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities                                                                            $ 29,039
Working capital                                                                                                               19,164
Total assets                                                                                                                  55,886
Short- and long-term debt and lease obligations                                                                                6,737
Total stockholders‟ equity                                                                                                    22,286

      The preceding table presents a summary of our balance sheet data as of December 31, 2003:

      •          on an actual basis; and

      •          on an as adjusted basis to give effect to the automatic conversion of all of our outstanding shares of convertible preferred stock
                 into 30,043,580 shares of common stock and the exercise of a warrant to purchase 125,000 shares of our common stock at an
                 exercise price of $0.67 per share immediately prior to completion of this offering, and the sale of            shares of common
                 stock in this offering at an assumed initial public offering price of $         per share, after deducting the estimated
                 underwriting discounts and commissions and estimated offering expenses payable by us.

    See note 1 of the notes to our consolidated financial statements for an explanation of the determination of the number of shares used in
computing per share data.

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                                                               RISK FACTORS

      You should carefully consider the risks described below before making a decision to buy our common stock. The risks and uncertainties
described below are not the only ones we face. If any of the following risks actually occur, our business, financial condition and results of
operations could be harmed. In that case, the trading price of our common stock could decline and you might lose all or part of your
investment in our common stock. You should also refer to the other information set forth in this prospectus, including our consolidated
financial statements and the related notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also impair our business operations.

Risks Related to Our Business

      Fluctuations in our operating results on a quarterly and annual basis could cause the market price of our common stock to decline.

     Our revenue and operating results have fluctuated significantly from period to period in the past and are likely to do so in the future.
These fluctuations could cause the market price of our common stock to decline. As a result, you should not rely on period to period
comparisons of our operating results as an indication of our future performance. In future periods, our revenue and results of operations may be
below the expectations of analysts and investors, which could cause the market price of our common stock to decline. Factors that are likely to
cause our revenue and operating results to fluctuate include those discussed in the risk factors below.

      We do not expect to sustain our recent growth rate, and we may not be able to manage our future growth effectively.

      We have experienced significant growth in a short period of time. Our revenue has increased from $1.8 million in 2001, to $22.2 million
in 2002, and to $87.4 million in 2003. We do not expect similar revenue growth rates in future periods. Growth and expansion of our operations
may place a significant strain on our resources and increased demands on our management information and reporting systems, financial and
management controls and personnel. We may not be able to develop the internal capabilities or collaborative relationships required to manage
future growth and expansion or to support future operations. If we are unable to manage growth effectively, our financial results could be
adversely affected.

      We have incurred net losses since our inception and may incur losses in the future. Accordingly, we may not be able to generate
sufficient revenue in the future to achieve or sustain profitability.

      We have incurred significant net losses since our inception and, at December 31, 2003, we had an accumulated deficit of approximately
$84.6 million. We incurred $49.8 million in operating expenses during 2003, which was reduced by $119,000 from technology development
agreements with certain technology companies, including some of our customers. To achieve or sustain profitability, we will need to generate
and sustain substantially higher revenue while maintaining reasonable cost and expense levels. We expect to increase expense levels in absolute
dollars in each of the next several quarters to support increased research and development efforts related to new and existing product
development and sales and marketing efforts. These expenditures are expected to decrease as a percentage of revenue over the next several
quarters if our revenue increases. Because many of our expenses are fixed in the short term, or are incurred in advance of anticipated sales, we
may not be able to decrease our expenses in a timely manner to offset any shortfall of sales. Regardless of whether we achieve profitability, we
may not be able to sustain or increase profitability on a quarterly or an annual basis.

     If demand for our chipsets declines or does not grow, we will be unable to increase or sustain our revenue and our business will be
severely harmed.

      We derive substantially all of our revenue from the sale of chipsets for wireless local area networking applications. We currently expect
our chipsets for wireless applications to account for substantially all of our

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revenue for the foreseeable future. If we are unable to develop new products in a timely manner or demand for our chipsets declines as a result
of competition or technological changes, it would have a material negative impact on our business, operating results and financial position and
our competitive position. The markets for our products are characterized by frequent introduction of next generation and new products, short
product life cycles and significant price competition. If we or our customers are unable to manage product transitions in a timely and
cost-effective manner, our business and results of operations would suffer. In addition, frequent technology changes and introduction of next
generation products may result in inventory obsolescence, which could reduce our gross margins and adversely affect our operating
performance.

     The average selling prices of products in our markets have historically decreased rapidly and will likely do so in the future, which
could harm our revenue and gross profits.

      The products we develop and sell are used for high volume applications and are subject to rapid declines in average selling prices. We
have dropped our prices significantly to meet market demand, and we expect that we will continue to reduce prices in the future. Reductions in
our average selling prices to one customer could impact our average selling prices to all customers. This would cause our gross margins to
decline. Historically, we have been able to offset reductions in our average selling prices with decreases in our product and operating costs and
increases in our unit volumes. Our financial results will suffer if we are unable to offset any future reductions in our average selling prices by
increasing our sales volumes, reducing our costs, or developing new or enhanced products on a timely basis with higher selling prices or gross
margins. While gross margins may decline as a result of reductions in average selling prices, we may continue to incur research and
development costs at higher or existing levels to develop future products. This continued spending would have an adverse impact on our
operating results if our revenue does not continue to grow or our gross margins decline.

      We may not be able to compete effectively and increase or maintain revenue and market share.

      We may not be able to compete successfully against current or potential competitors. If we do not compete successfully, our market share
and revenue may decline. We compete with large semiconductor manufacturers and designers and start-up integrated circuit companies. Most
of our current and potential competitors have longer operating histories, significantly greater resources and name recognition and a larger base
of customers than we do. This may allow them to respond more quickly than us to new or emerging technologies or changes in customer
requirements. In addition, these competitors may have greater credibility with our existing and potential customers. Moreover, our competitors
have been doing business with customers for a longer period of time and have established relationships, which may provide them with
information regarding future trends and requirements that may not be available to us. In addition, some of our larger competitors may be able to
provide greater incentives to customers through rebates and marketing development funds and similar programs. Some of our competitors with
multiple product lines may bundle their products to offer a broader product portfolio or integrate wireless functionality into other products that
we do not sell, which may make it difficult for us to gain or maintain market share. For example, Intel recently introduced its Centrino mobile
technology brand and we believe Intel provides a substantial marketing development fund incentive for buyers of a combination of its
microprocessor, related chipsets and wireless networking module that use the brand.

      We depend on key personnel and consultants to operate our business, and if we are unable to retain our current personnel and hire
additional personnel, our ability to develop and successfully market our products could be harmed.

      We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, engineering and
sales and marketing personnel. The loss of any key employees or the inability to attract or retain qualified personnel, including engineers and
sales and marketing personnel, could delay the development and introduction of, and harm our ability to sell, our products and harm the
market‟s perception of us. We believe that our future success is highly dependent on the contributions of Dr. Craig H. Barratt, our President
and Chief Executive Officer and Richard G. Bahr, our Vice President of Engineering. We do not have long-term employment contracts with
these or any other key personnel, and their knowledge of our business and industry would be extremely difficult to replace.

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      There is currently a shortage of qualified technical personnel with significant experience in the design, development, manufacture,
marketing and sales of integrated circuits for use in wireless networking products. Our key technical personnel and consultants represent a
significant asset and serve as the source of our technological and product innovations. We may not be successful in attracting and retaining
sufficient numbers of technical personnel to support our business plan.

      If we fail to develop and introduce new products and enhancements or if our proprietary features do not achieve market acceptance
on a timely basis, our ability to attract and retain customers could be impaired, and our competitive position may be harmed.

       The wireless networking market is characterized by rapidly changing technology, evolving industry standards, rapid changes in customer
requirements and frequent product introductions. We must continually design, develop and introduce new products with improved features to
be competitive. Our products may not achieve market acceptance or adequately address the changing needs of the wireless networking market,
and we may not be successful in developing and marketing new products or enhancements to our existing products on a timely basis. The
introduction of products embodying new technologies, the emergence of new industry standards or changes in customer requirements could
render our existing products obsolete and unmarketable. In addition, we introduce from time to time products with proprietary enhancements.
Although we believe our products are fully compliant with applicable industry standards, proprietary enhancements may not in the future result
in full conformance with existing industry standards under all circumstances. Our introduction of proprietary features involves risks associated
with market acceptance of these new products and certification by industry standards groups.

      The development of our products is highly complex. We occasionally have experienced delays in completing the development and
introduction of new products and product enhancements, and we could experience delays in the future. Unanticipated problems in developing
wireless products could also divert substantial engineering resources, which may impair our ability to develop new products and enhancements
and could substantially increase our costs. Even if the new and enhanced products are introduced to the market, we may not be able to achieve
market acceptance of these products and our proprietary features in a timely manner.

      We depend on a small number of customers for a significant portion of our revenue. If we fail to retain or expand customer
relationships, our revenue could decline.

       We derive a significant portion of our revenue from a small number of customers, and we anticipate that we will continue to do so in the
foreseeable future. These customers may decide not to purchase our products at all, to purchase fewer products than they did in the past, or to
alter their purchasing patterns in some other way, particularly because substantially all of our sales are made on a purchase order basis, which
permits our customers to cancel, change or delay product purchase commitments with little or no notice to us and without penalty.

      In 2003, Global Sun Technology, Inc. and Ambit Microsystems Corporation accounted for 28% and 20% of our net revenue,
respectively. In 2002, D-Link Corporation and The Linksys Group, Inc. (acquired by Cisco Systems, Inc.) accounted for 15% and 12% of our
net revenue, respectively. In 2001, Xircom, Inc. (acquired by Intel Corporation), Accton Technology Corporation, Inovar, Inc. and Sony
Corporation accounted for 24%, 21%, 11% and 11% of our net revenue, respectively. Some of our original equipment manufacturer customers
are also original design manufacturer customers, which may increase the impact of the loss of any customer. We must obtain orders from new
customers on an ongoing basis to increase our revenue and grow our business. Sales to our largest customers have fluctuated significantly from
period to period primarily due to a change in our distribution model from direct sales to an increasing number of sales to original design
manufacturers and the continued diversification of our customer base in our current markets. We believe that sales will likely continue to
fluctuate significantly in the future as we enter into new markets. The loss of any significant customer, a significant reduction in sales we make
to them, or any problems collecting receivables from them would likely harm our financial condition and results of operations.


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     We will have difficulty selling our products if customers do not design our products into their product offerings or if our customers’
product offerings are not commercially successful.

      We sell our products directly to original equipment manufacturers, who include our chipsets in their products, and to original design
manufacturers, who include our chipsets in the products they supply to original equipment manufacturers. Our products are generally
incorporated into our customers‟ products at the design stage. As a result, we rely on original equipment manufacturers to design our products
into the products they sell. Without these design wins, our business would be materially and adversely affected. We often incur significant
expenditures on the development of a new product without any assurance that an original equipment manufacturer will select our product for
design into its own product. Once an original equipment manufacturer designs a competitor‟s product into its product offering, it becomes
significantly more difficult for us to sell our products to that customer because changing suppliers involves significant cost, time, effort and risk
for the customer. Furthermore, even if an original equipment manufacturer designs one of our products into its product offering, we cannot be
assured that its product will be commercially successful or that we will receive any revenue from that manufacturer.

     The complexity of our products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or
software, which could reduce the market acceptance for our new products, damage our reputation with current or prospective customers
and adversely affect our operating costs.

      Highly complex products such as our chipsets frequently contain defects, errors and bugs when they are first introduced or as new
versions are released. We may in the future experience these defects, errors and bugs. If any of our products have reliability, quality, or
compatibility problems, we may not be able to successfully correct these problems. In addition, if any of our proprietary features contain
defects, errors or bugs when first introduced or as new versions are released, we may be unable to correct these problems. Consequently, our
reputation may be damaged and customers may be reluctant to buy our products, which could harm our ability to retain existing customers and
attract new customers and our financial results. In addition, these defects, errors or bugs could interrupt or delay sales to our customers. If any
of these problems are not found until after we have commenced commercial production of a new product, we may be required to incur
additional development costs and product recalls, repairs or replacement costs. These problems may also result in claims against us by our
customers or others.

     Because we do not have long-term commitments from our customers, we must estimate customer demand, and errors in our estimates
can have negative effects on our inventory levels, sales and operating results.

      Our sales are largely made on the basis of individual purchase orders rather than long-term purchase commitments. In addition, although
we have not in the past experienced significant cancellations or deferrals of purchase orders, our customers may cancel or defer purchase orders
for any reason. We have historically placed firm orders for products with our foundries up to approximately 16 weeks prior to the anticipated
delivery date and typically prior to receiving an order for the product. Therefore, our order volumes are based on our forecasts of demand from
our customers. This process requires us to make multiple demand forecast assumptions, each of which may introduce error into our estimates.
If we overestimate customer demand or incorrectly estimate product mix, we may allocate resources to manufacturing products that we may
not be able to sell when we expect or at all. As a result, we would have excess inventory, which would harm our financial results. Conversely,
if we underestimate customer demand or if insufficient manufacturing capacity is available, we would forego revenue opportunities, lose
market share and damage our customer relationships. On occasion, we have been unable to adequately respond to increases in customer
purchase orders, and therefore, were unable to complete, or needed to delay, sales. We have in the past, and may in the future, allocate our
supply among our customers. Product allocation may result in the loss of current customers, and if we are unable to commit to provide
specified quantities of products over a given period of time, we will not attract new customers. The failure to maintain customer relationships
would decrease our revenue and harm our business.

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     In addition, we sell our chipsets to original equipment manufacturers who integrate our chipsets into their products or to original design
manufacturers who include our chipsets in the products they supply to original equipment manufacturers. We have limited visibility as to the
volume of product our end customers are selling. If our end customers have excess inventory, it will adversely impact our sales.

      We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design
integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.

      To remain competitive, we continually work to improve our chipsets and, in particular, our high-performance radio frequency products,
to be manufactured using increasingly smaller geometries and to achieve higher levels of design integration. These ongoing efforts require us
from time to time to modify the manufacturing processes for our products and to redesign some products. To remain competitive, our chipset
must be redesigned from time to time, which may result in delays in product deliveries. We periodically evaluate the benefits, on a
product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs. In the past, we have experienced some
difficulties in shifting to smaller geometry process technologies or new manufacturing processes, which resulted in reduced manufacturing
yields, delays in product deliveries and increased expenses. In addition, while we purchase wafers from foundries, we will also assume some of
the yield risk related to manufacturing these wafers into die. We may face similar difficulties, delays and expenses in the future. We depend on
our relationships with our foundries to transition to smaller geometry processes successfully and cannot assure that our foundries will be able to
effectively manage the transition. If our foundries, or we, experience significant delays in this transition or fail to efficiently implement these
transitions, our business, financial condition and results of operations could be adversely affected.

      We rely on a limited number of independent foundries and subcontractors for the manufacture, assembly and testing of our chipsets,
and the failure of any of these third-party vendors to deliver products or otherwise perform as requested could damage our relationships
with our customers, decrease our sales and limit our growth.

      We do not have our own manufacturing or assembly facilities and have very limited in-house testing facilities. Therefore, we must rely on
third-party vendors to manufacture, assemble and test the products we design. We rely on Taiwan Semiconductor Manufacturing Corporation
in Taiwan and Semiconductor Manufacturing International Corporation in Shanghai, China to produce all of our chips. We also rely on Amkor
Technology, Inc. in China and ASAT Holdings Limited in Hong Kong, Advanced Semiconductor Engineering, Inc. and Siliconware Precision
Industries Co., Ltd., both of which are in Taiwan, ST Assembly Test Services Ltd. in Singapore and other third-party assembly and test
subcontractors to assemble, package and test our products. If these vendors do not provide us with high-quality products, services and
production and test capacity in a timely manner, or if one or more of these vendors terminates its relationship with us, we may be unable to
obtain satisfactory replacements to fulfill customer orders on a timely basis, our relationships with our customers could suffer, our sales could
decrease and our growth could be limited.

      We face risks associated with relying on third-party vendors for the manufacture, assembly and testing of our chipsets.

      We face significant risks associated with relying on third-party vendors, including:

      •          reduced control over product cost, delivery schedules and product quality;

      •          potential price increases;

      •          inability to achieve sufficient production, increase production or test capacity and achieve acceptable yields on a timely basis;

      •          increased exposure to potential misappropriation of our intellectual property;

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      •          shortages of materials that foundries use to manufacture products;

      •          capacity shortages;

      •          labor shortages or labor strikes; and

      •          quarantines or closures of manufacturing facilities due to the resurgence of SARS or any similar future outbreaks in Asia.

     We do not have long-term supply contracts with our third-party manufacturing vendors and they may allocate capacity to other
customers and may not allocate sufficient capacity to us to meet future demands for our products.

      We currently do not have long-term supply contracts with any of our third-party vendors. Therefore, they are not obligated to perform
services or supply products to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a
particular purchase order. None of our third-party foundry or assembly and test vendors has provided contractual assurances to us that adequate
capacity will be available to us to meet future demand for our products. These foundries and assembly and test vendors may allocate capacity to
the production of other companies‟ products while reducing deliveries to us on short notice. In particular, other customers that are larger and
better financed than us or that have long-term agreements with these foundries or assembly and test vendors may cause these foundries or
assembly and test vendors to reallocate capacity to those customers, decreasing the capacity available to us. If we enter into costly
arrangements with suppliers that include nonrefundable deposits or loans in exchange for capacity commitments, commitments to purchase
specified quantities over extended periods or investment in a foundry, our operating results could be harmed. To date, we have not entered into
such arrangements with our suppliers. If we need another integrated circuit foundry or assembly and test subcontractor because of increased
demand, or the inability to obtain timely and adequate deliveries from our providers, we might not be able to cost-effectively and quickly retain
other vendors to satisfy our requirements.

      If our foundries do not achieve satisfactory yields or quality, our relationships with our customers and our reputation will be harmed.

      The fabrication of chipsets is a complex and technically demanding process. Minor deviations in the manufacturing process can cause
substantial decreases in yields, and in some cases, cause production to be suspended. Our foundries have from time to time experienced
manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or
contaminated materials by our foundries could result in lower than anticipated manufacturing yields or unacceptable performance. Many of
these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. In
addition, designing radio frequency circuits using standard, complementary metal-oxide semiconductor processes is difficult and can result in
unsatisfactory yields. Because we purchase wafers, our exposure to low wafer yields from our foundries is increased. Poor yields from our
foundries or defects, integration issues or other performance problems in our products could cause us significant customer relations and
business reputation problems, or force us to sell our products at lower gross margins and therefore harm our financial results. In addition,
manufacturing defects may not be detected by our testing. If these defects are discovered after we have shipped our products, our reputation
and business would suffer.

     If we fail to secure or protect our intellectual property rights, competitors may be able to use our technologies, which could weaken
our competitive position, reduce our revenue or increase our costs.

      We rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and licensing arrangements to
establish and protect our proprietary rights. Our pending patent applications may not result in issued patents, and our existing and future patents
may not be sufficiently broad to protect our proprietary technologies or may be held invalid or unenforceable in court. Policing unauthorized
use of our products is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation or

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unauthorized use of our technologies, particularly in foreign countries where the laws may not protect our proprietary rights as fully as United
States law. Any patents we have obtained, or may obtain in the future, may not be adequate to protect our proprietary rights. Our competitors
may independently develop or may have already developed similar technology, duplicate our products or design around any patents issued to
us or other intellectual property rights. In addition, we may be required to license our patents as a result of our participation in various standards
organizations.

     Because we license some of our software source code directly to customers, we face increased risks that our trade secrets will be
exposed through inadvertent or intentional disclosure, which could harm our competitive position or increase our costs.

      We license some of our software source code to our customers, which increases the number of people who have access to some of our
trade secrets and other proprietary rights. Contractual obligations of our licensees not to disclose or misuse our source code may be not
sufficiently protect us from disclosure or misuse. The costs of enforcing contractual rights could substantially increase our operating costs and
may not ultimately succeed in protecting our proprietary rights. If our competitors access our source code, they may gain further insight into the
technology and design of our products, which would harm our competitive position.

      Intellectual property litigation, which is common in our industry, could be costly, harm our reputation, limit our ability to license or
sell or proprietary technologies or products and divert the attention of management and technical personnel.

      The wireless networking market is characterized by frequent litigation regarding patent and other intellectual property rights. In the last
few years, we received several written notices or offers from our competitors and others claiming to have patent rights in certain technology
and inviting us to license this technology and related patents that apply to the Institute of Electrical and Electronics Engineers family of
wireless local area networking standards, including the 802.11b, 802.11g and 802.11a wireless standards. These notices or offers have been
made directly to us and through our U.S. and foreign customers. We have certain indemnification obligations to customers with respect to any
infringement of third-party patents and intellectual property rights by our products. We have responded directly, or indirectly through our
customers, to all of these notices, and continue to correspond regarding the offers with some of the parties that have sent the notices. None of
these notices or offers to license has included an explicit threat of, or resulted in, litigation against us.

      Questions of infringement in the wireless networking market involve highly technical and subjective analyses. Litigation may be
necessary in the future to enforce any patents we may receive and other intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity, and we may not prevail in any
future litigation. If litigation were to be filed against us in connection with an offer to license technology or claims of infringement, our
business could be harmed. Litigation, whether or not determined in our favor or settled, could be costly, could harm our reputation and could
divert the efforts and attention of our management and technical personnel from normal business operations. In addition, adverse
determinations in litigation could result in the loss of our proprietary rights, subject us to significant liabilities, require us to seek licenses from
third parties or prevent us from licensing our technology or selling our products, any of which could seriously harm our business. Any of these
consequences could result from litigation whether initiated by our competitors or others, including those that have already sent notices or offers
to us and our customers claiming patent rights and offering licenses.

     Any potential dispute involving our patents or other intellectual property could also include our industry partners and customers,
which could trigger our indemnification obligations to them and result in substantial expense to us.

      In any potential dispute involving our patents or other intellectual property, our licensees could also become the target of litigation, and
certain customers have received notices of written offers from our competitors and others claiming to have patent rights in certain technology
and inviting our customers to license this technology.

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Because we indemnify our customers for intellectual property claims made against them for products incorporating our technology, any
litigation could trigger technical support and indemnification obligations in some of our license agreements, which could result in substantial
expenses. In addition to the time and expense required for us to supply support or indemnification to our customers, any such litigation could
severely disrupt or shut down the business of our customers, which in turn could hurt our relations with our customers and cause the sale of our
proprietary technologies and products to decrease.

      We face business, political, regulatory, operational, financial and economic risks because most of our operations and sales activities
take place outside of the United States.

      A significant portion of our products is sold to customers outside the United States and Canada. Sales to customers in Asia accounted for
98% and 91% of our net revenue in 2003 and 2002, respectively. Because many of our original design manufacturer customers are located in
Asia, we anticipate that substantially all of our revenue will continue to be represented by sales to customers in that region. In addition, we
conduct research and development activities in India and have sales, marketing and support personnel in Japan, Taiwan and China. Our success
depends upon continued expansion of our international operations. Our international business involves a number of risks, including:

      •          multiple, conflicting and changing laws and regulations, export and import restrictions, employment laws, regulatory
                 requirements and other governmental approvals, permits and licenses;

      •          difficulties in staffing and managing foreign operations as well as cultural differences;

      •          trade restrictions or higher tariffs that favor local competition in some countries;

      •          difficulties of managing sales representatives, especially because we expect to increase our sales through our sales
                 representatives;

      •          inadequate local infrastructure and transportation delays;

      •          financial risks, such as longer payment cycles, greater difficulty collecting accounts receivable and exposure to foreign currency
                 exchange rate fluctuations;

      •          failure by us or our customers to gain regulatory approval for use of our products; and

      •          political and economic instability, including wars, terrorism, and political unrest, boycotts, curtailment of trade and other
                 business restrictions.

     Any of these factors could significantly harm our future international sales and operations, consequently, our revenue and results of
operations and business and financial condition.

      Our headquarters are located in California and our third-party foundries and subcontractors are concentrated in Asia and elsewhere
in the Pacific Rim, areas subject to significant earthquake risks. Any disruption to the operations of these foundries and subcontractors
resulting from earthquakes or other natural disasters could cause significant delays in the production or shipment of our products.

      Taiwan Semiconductor Manufacturing Corporation and Semiconductor Manufacturing International Corporation, which manufacture our
chipsets and perform substantially all of our assembly and testing facilities, are located in Asia. In addition, our headquarters are located in
Northern California. The risk of an earthquake in the Pacific Rim region and Northern California is significant due to the proximity of major
earthquake fault lines. In September 1999, a major earthquake in Taiwan affected the facilities of several of these third-party contractors, as
well as other providers of these services. As a result of this earthquake, these contractors suffered power outages and disruptions that impaired
their production capacity. In March 2002 and June 2003, additional earthquakes occurred in Taiwan. The occurrence of additional earthquakes
or other natural disasters could result in the disruption of our foundry or assembly and test capacity. We may not be able to obtain alternate
capacity on favorable terms, if at all.

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     We rely upon third parties for technology that is integrated into some of our products, and if we are unable to continue to use this
technology and future technology or the technology fails to operate, our ability to sell technologically advanced products would be limited.

      We rely on third parties for technology that is integrated into some of our products. If we are unable to continue to use or license on
reasonable terms third-party technologies used in some of our products or the technology fails to operate, we may not be able to secure
alternatives in a timely manner and our business would be harmed.

Risks Related to Our Industry

      Any future downturns in the semiconductor industry may reduce our revenue and result in excess inventory.

      The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product
obsolescence and price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand. The industry
has, from time to time, experienced significant downturns, often connected with, or in anticipation of, maturing product cycles of both
semiconductor companies‟ and their customers‟ products and declines in general economic conditions. These downturns have been
characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices.
Any future downturns may reduce our revenue or our percentage of revenue growth on a quarter-to-quarter basis and result in us having excess
inventory. Furthermore, any upturn in the wireless networking market in which we sell our chipsets could result in increased competition for
access to limited third-party foundry, assembly and test capacity.

     Changes in current laws or regulations or the imposition of new laws or regulations could impede the sale of our products or
otherwise harm our business.

      Wireless networks can only operate in the frequency bands, or spectrum, allowed by regulators and in accordance with rules governing
how the spectrum can be used. The Federal Communications Commission, or the FCC, in the United States, as well as regulators in foreign
countries, have broad jurisdiction over the allocation of frequency bands for wireless networks. We therefore rely on the FCC and international
regulators to provide sufficient spectrum and usage rules. For example, countries such as China, Japan or Korea heavily regulate all aspects of
their wireless communication industries, and may restrict spectrum allocation or usage. If this were to occur, it would make it difficult for us to
sell our products in that region. In addition, our chipsets operate in the 5 gigahertz, or GHz, band, which is also used by government and
commercial services such as military and commercial aviation. The FCC and European regulators have traditionally protected government uses
of the 5 GHz, bands by setting power limits and indoor and outdoor designation and requiring that wireless local area networking devices not
interfere with other users of the band such as government and civilian satellite services. Changes in current laws or regulations or the
imposition of new laws and regulations in the United States or elsewhere regarding the allocation and usage of the 5 GHz band on us, our
customers or the industries in which we operate may materially and adversely impact the sale of our products and our business, financial
condition and results of operations.

      Rapidly changing standards could make our products obsolete, which would cause our operating results to suffer.

      We design our products to conform to standards set by industry standards bodies such as the Institute of Electrical and Electronics
Engineers, Inc. We also depend on industry groups such as WiFi Alliance to certify and maintain certification of our products. If our customers
adopt new or competing industry standards with which our products are not compatible, or such industry groups fail to adopt standards with
which our products are compatible, our existing products would become less desirable to our customers and our sales would suffer. The
emergence of markets for our chipsets is affected by a variety of factors beyond our control. In particular, our products are designed to conform
to current specific industry standards. Competing standards may emerge that are preferred by our customers, which could also reduce our sales
and require us to make significant

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expenditures to develop new products. In addition, the Chinese government recently mandated the Wired Authentication and Privacy
Infrastructure, or WAPI, proprietary encryption standard for wireless local area networking operation. Implementation of this standard will be
required to sell wireless local area networking products in China beginning in July 2004. The encryption algorithms and implementation
required for the Wired Authentication and Privacy Infrastructure proprietary encryption standard have not been published and will only be
available through a number of Chinese companies specified by the government. Although we anticipate that we will have products compliant
with the mandate available in an appropriate time frame so that it will not have a material adverse effect on our business, we cannot be certain
that this mandate will not affect our business.

      If our customers or the industries using wireless technology prefer to integrate wireless capability into other products, we may not be
able to compete effectively, we will lose customers, our revenue will decline and our business will be harmed.

       We have adopted the strategy of maintaining wireless technology on a chipset which is separate from functionality contained on other
chips within a product. Our customers or the industries using wireless technology may prefer to integrate wireless capability into other products
such as DSL modems, or determine that an integrated chip with multiple functionality results in products that perform better or are less
expensive or more efficient to manufacture. If wireless functionality becomes commonly integrated with other functionality, the market for our
products may decline. Consequently, we may miss product cycles in order to redesign our products, and we may not be able to forge strategic
relationships necessary in order to design and arrange for the production of chips that include multiple functionality. If we miss product cycles,
we will lose customers, our revenue will decline and our business will be harmed.

     The proliferation of wireless devices may expand beyond the capacity of the channels available in the 2.4 GHz and 5 GHz bands,
which may overload the networks and result in decreased market demand for our products.

      Wireless networks currently operate in the 2.4 GHz or 5 GHz bands, within which there are a limited number of channels available for
use. The increasing number of wireless devices and networks may overburden the frequency bands and overload the networks. Recent studies
have predicted that congestion in the 2.4 GHz band could result from the increasing number of wireless devices using that band. If this occurs,
our customers or the industries in which we operate may be adversely affected because the networks become inoperable or because only a
limited number of devices will be able to access the networks. In turn, we may experience a decrease in market demand for our products which
would adversely impact our business and results of operations.

    We may experience a decrease in market demand due to uncertain economic conditions in the United States and in international
markets, which has been further exacerbated by the concerns of terrorism, war and social and political instability.

      Economic growth in the United States and international markets has slowed significantly and the United States economy has recently
been in a recession. The timing of a full economic recovery is uncertain. In addition, the terrorist attacks in the United States and turmoil in the
Middle East have increased the uncertainty in the United States economy and may contribute to a decline in economic conditions, both
domestically and internationally. Terrorist acts and similar events, or war in general, could contribute further to a slowdown of the market
demand for goods and services, including demand for our products. If the economy declines as a result of the recent economic, political and
social turmoil, or if there are further terrorist attacks in the United States or elsewhere, we may experience decreases in the demand for our
products and services, which may harm our operating results.

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Risks Related to this Offering

      Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid, or at all.

      Prior to this offering, our common stock has not been sold in a public market. We cannot predict the extent to which a trading market will
develop or how liquid that market might become. The initial public offering price for the shares will be determined by negotiations between us
and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The trading price of our
common stock could be subject to wide fluctuations due to the factors discussed in this risk factors section and elsewhere in this prospectus. In
addition, the stock market in general, and the Nasdaq National Market and technology companies in particular, has experienced extreme price
and volume fluctuations. These trading prices and valuations may not be sustainable. These broad market and industry factors may decrease the
market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the
overall market and the market price of a company‟s securities, securities class action litigation has often been instituted against these
companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management‟s attention and resources.

     If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations
regarding our stock adversely, our stock price and trading volume could decline.

      The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about
us or our business. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of
these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which
in turn could cause our stock price or trading volume to decline.

     Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from executing
our growth strategy.

      We believe that our existing cash and cash equivalents and existing amounts available under our revolving credit facility, together with
the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for at least the next 12 months. The timing and amount
of our working capital and capital expenditure requirements may vary significantly depending on numerous factors, including:

      •          market acceptance of our products;

      •          the need to adapt to changing technologies and technical requirements;

      •          the existence of opportunities for expansion; and

      •          access to and availability of sufficient management, technical, marketing and financial personnel.

      If our capital resources are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity securities or debt
securities or obtain debt financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to
our stockholders. Additional debt would result in increased expenses and could result in covenants that would restrict our operations. We have
not made arrangements to obtain additional financing and there is no assurance that financing, if required, will be available in amounts or on
terms acceptable to us, if at all.

      Substantial future sales of our common stock in the public market could cause our stock price to fall.

      Additional sales of our common stock in the public market after this offering, or the perception that these sales could occur, could cause
the market price of our common stock to decline. Upon completion of this offering, we will have                  shares of common stock
outstanding. All shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of
1933. As

                                                                         15
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Index to Financial Statements

a result of lockup agreements and subject to Rules 144, 144(k) and 701 under the Securities Act of 1933 and vesting provisions under option
agreements, the remaining shares of common stock outstanding will be available for sale in the public market as follows:
                                    Number of Shares                      Date of Availability for Sale

                                    0                                     (DATE OF PROSPECTUS)
                                    48,602,405                            (180 DAYS AFTER
                                                                          PROSPECTUS)

      Any or all of these shares subject to lockup agreements may be released prior to expiration of the 180-day lockup period at the discretion
of Morgan Stanley & Co. Incorporated. To the extent shares are released before the expiration of the lockup period and these shares are sold
into the market, the market price of our common stock could decline.

      In addition, after this offering, the holders of approximately 30,043,580 shares of common stock will be entitled to rights to cause us to
register the sale of those shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares,
other than shares purchased by our affiliates, becoming freely tradable without restriction under the Securities Act immediately upon the
effectiveness of the registration.

      Purchasers in this offering will immediately experience substantial dilution in net tangible book value.

     Because our common stock has in the past been sold at prices substantially lower than the initial public offering price that you will pay,
you will suffer immediate dilution of $        per share in net tangible book value, based on an assumed initial offering price of
$          per share of common stock. The exercise of outstanding options may result in further dilution.

      Our corporate actions are substantially controlled by officers, directors, principal stockholders and affiliated entities.

      After this offering, our directors, executive officers and their affiliated entities will beneficially own approximately      % of our
outstanding common stock. One of our directors, Teresa H. Meng, will own approximately                % of our common stock after this offering,
including shares subject to options that are immediately exercisable as of December 31, 2003. Including shares deemed beneficially owned in
accordance with the rules of the Securities and Exchange Commission, but with respect to which they disclaim beneficial ownership except to
the extent of their pecuniary interests therein, Forest Baskett, William B. Elmore and Andrew S. Rappaport will beneficially own
approximately        %,     % and       %, respectively, after this offering. These stockholders, if they acted together, could exert substantial
control over matters requiring approval by our stockholders, including electing directors and approving mergers or other business combination
transactions. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive
our stockholders of an opportunity to receive a premium for their stock as part of a sale of our company and might reduce our stock price.
These actions may be taken even if they are opposed by our other stockholders, including those who purchase shares in this offering.

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      Delaware law and our corporate charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts
that stockholders may consider favorable.

      Provisions in our certificate of incorporation, as amended and restated upon the closing of this offering, may have the effect of delaying
or preventing a change of control or changes in our management. These provisions include the following:

      •          the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;

      •          the establishment of a classified board of directors requiring that not all members of the board be elected at one time;

      •          the prohibition of cumulative voting in the election of directors which would otherwise allow less than a majority of
                 stockholders to elect director candidates;

      •          the requirement for advance notice for nominations for election to the board of directors or for proposing matters that can be
                 acted upon at a stockholders‟ meeting;

      •          the ability of the board of directors to alter our bylaws without obtaining stockholder approval;

      •          the ability of the board of directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with terms
                 set by the board of directors, which rights could be senior to those of common stock;

      •          the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or
                 repeal our bylaws or amend or repeal the provisions of our certificate of incorporation regarding the election and removal of
                 directors and the ability of stockholders to take action;

      •          the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to remove directors
                 for cause; and

      •          the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent.

      In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General
Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock,
from merging or combining with us. These provisions in our certificate of incorporation, bylaws and under Delaware law could discourage
potential takeover attempts and could reduce the price that investors might be willing to pay for shares of our common stock in the future and
result in the market price being lower than they would without these provisions.

      We will incur increased costs as a result of being a public company.

      As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In
addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and
Nasdaq, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase
our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, as a result of becoming a
public company, we have added an independent director, created additional board committees and adopted policies regarding internal controls
and disclosure controls and procedures. In addition, we will incur additional costs associated with our public company reporting requirements.
We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability
insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive
officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the
amount of additional costs we may incur or the timing of such costs.

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                                   INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are contained
principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management‟s Discussion and Analysis of Financial Condition and
Results of Operations” and “Business.” These statements involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or
implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

      •          our expectations regarding our expenses and international sales;

      •          our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing;

      •          plans for future products and services and for enhancements of existing products and services;

      •          our anticipated growth strategies;

      •          our intellectual property;

      •          anticipated trends and challenges in our business and the markets in which we operate;

      •          statements regarding our legal proceedings;

      •          our ability to attract customers; and

      •          sources of new revenue.

      In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,”
“could,” “can,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” or the negative of these terms, and similar expressions
intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.” Also, these forward-looking
statements represent our estimates and assumptions only as of the date of this prospectus. Unless required by U.S. federal securities laws, we do
not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made.

      You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration
statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different
from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

      This prospectus contains statistical data that we obtained from industry publications and reports generated by IDC in May, June and
September 2003. These industry publications generally indicate that they have obtained their information from sources believed to be reliable,
but do not guarantee the accuracy and completeness of their information. Although we believe that the publications are reliable, we have not
independently verified their data.

                                                                        18
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                                                              USE OF PROCEEDS

      We expect that the net proceeds we will receive from the sale of the shares of common stock offered by us will be approximately
$        , based on an assumed initial public offering price of $         per share, and after deducting the estimated underwriting discounts
and commissions and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option in full, our net
proceeds will be approximately $          . We currently intend to use a portion of the net proceeds of this offering to repay amounts
outstanding under our revolving credit facility and equipment loan with a bank and the remainder for general corporate purposes, including
working capital and capital expenditures.

      At December 31, 2003, our outstanding borrowings under our revolving credit facility and equipment loan were approximately $4.0
million and $1.8 million, respectively. Our revolving credit facility expires in March 2005. Our equipment loan matures in July 2007. Our
effective borrowing cost under our revolving credit facility and equipment loan at December 31, 2003 was 5.0% per annum.

     We have not yet determined all of our expected expenditures, and we cannot estimate the amounts to be used for each purpose set forth
above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. Pending use of the net
proceeds as described above, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities.

                                                              DIVIDEND POLICY

     We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our
common stock in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Our
board of directors will determine future dividends, if any. In addition, our revolving credit facility currently prohibits the payment of dividends
without the prior written consent of the bank.

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                                                                CAPITALIZATION

      The following table describes our capitalization as of December 31, 2003:

      •          on an actual basis; and

      •          on an as adjusted basis to give effect to the automatic conversion of all of our outstanding shares of convertible preferred stock
                 into common stock, the exercise of a warrant to purchase 125,000 shares of our common stock at an exercise price of $0.67 per
                 share immediately prior to completion of this offering, the sale of           shares of common stock in this offering at an
                 assumed initial public offering price of $         per share, after deducting the estimated underwriting discounts and
                 commissions and estimated offering expenses payable by us, and the amendment of our certificate of incorporation upon the
                 completion of this offering to change the number of shares authorized for issuance.

      You should read this table together with Management‟s Discussion and Analysis of Financial Condition and Results of Operations and
our financial statements and the related notes appearing elsewhere in this prospectus.
                                                                                                                   December 31, 2003

                                                                                                                                   As
                                                                                                          Actual                 Adjusted

                                                                                                                     (in thousands,
                                                                                                                   except share data)
            Long-term portion of debt and capital lease obligations                                   $      1,391         $

            Stockholders‟ equity:
            Convertible preferred stock, $0.0005 par value; 50,000,000 shares authorized,
              30,043,580 shares issued and outstanding, actual; no shares authorized, issued or
              outstanding, as adjusted                                                                     98,344
            Preferred stock, $0.0005 par value; no shares authorized, issued or outstanding,
              actual; 10,000,000 shares authorized, no shares issued or outstanding, as adjusted                   —
            Common stock, $0.0005 par value; 100,000,000 shares authorized, 18,433,825
              shares issued and outstanding, actual; 200,000,000 shares
              authorized,          shares issued and outstanding, as adjusted                              15,000
            Stockholder notes receivable                                                                     (123 )
            Deferred stock-based compensation                                                              (6,341 )
            Accumulated other comprehensive loss                                                               (3 )
            Accumulated deficit                                                                           (84,591 )

                    Total stockholders‟ equity                                                             22,286

                        Total capitalization                                                          $    23,677          $


      The actual and as adjusted information set forth in the table:

      •          assumes no exercise of a warrant to purchase 34,830 shares of our common stock at an exercise price of $6.46 per share;

      •          excludes 10,541,172 shares of common stock issuable upon the exercise of stock options outstanding as of December 31, 2003,
                 at a weighted average exercise price of $1.53 per share;

      •          excludes 1,560,680 shares of common stock available for future issuance under our stock option plans and employee stock
                 purchase plan; and

      •          assumes no exercise of the over-allotment option granted to the underwriters.

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                                                                        DILUTION

      Our net tangible book value as of December 31, 2003 was approximately $22.3 million, or $0.46 per share of common stock. Net tangible
book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock
outstanding, assuming the conversion of all shares of convertible preferred stock outstanding as of December 31, 2003 into shares of our
common stock and the exercise of a warrant to purchase 125,000 shares of our common stock. Net tangible book value dilution per share
represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book
value per share of common stock immediately after completion of this offering on an as adjusted basis. After giving effect to the sale of
the          shares of common stock by us at an assumed initial public offering price of $             per share, and after deducting the estimated
underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as of December 31, 2003
would have been $           , or $       per share of common stock. This represents an immediate increase in net tangible book value of
$          per share of common stock to existing common stockholders and an immediate dilution in net tangible book value of $                  per
share to new investors purchasing shares of common stock in this offering. The following table illustrates this per share dilution:

            Assumed initial public offering price per share                                                                       $

                    Net tangible book value per share before this offering                                        $ 0.46
                    Increase in net tangible book value per share attributable to new investors

            Net tangible book value per share after this offering

            Dilution in net tangible book value per share to new investors                                                        $


     The following table summarizes as of December 31, 2003, on the basis described above, the number of shares of common stock
purchased from us, the total consideration paid and the average price per share paid by existing and new investors purchasing shares of
common stock in this offering, before deducting the estimated underwriting discounts and commissions and estimated offering expenses.
                                                                                                                                      Average Price
                                                              Shares Purchased                    Total Consideration                  Per Share

                                                           Number            Percent           Amount                   Percent

            Existing stockholders                          48,602,405                  %   $   102,160,621                        %   $        2.10
            New investors

                    Total                                                        100.0 %   $                             100.0 %


      The table above assumes no exercise of any outstanding stock options, or the exercise of a warrant to purchase 34,830 shares of our
common stock at an exercise price of $6.46 per share. As of December 31, 2003, there were 10,541,172 shares of common stock issuable upon
exercise of outstanding stock options at a weighted average exercise price of $1.53 per share and there were 1,560,680 shares of common stock
available for future issuance under our stock option plans. To the extent that any of these options or warrants are exercised or any further
options are granted and exercised, there will be further dilution to new investors. In addition, as of December 31, 2003, there were 747,503
shares outstanding that were subject to our right of repurchase at a weighted average exercise price of $1.09 per share. The repurchase price is
the original price paid by the stockholder which, since the shares were acquired upon exercise of options, is the exercise price. As of December
31, 2003, since inception, we had exercised our right to repurchase an aggregate of 2,251,278 shares for a total of $579,000.

      If the underwriters‟ over-allotment option is exercised in full, the number of shares of common stock held by existing stockholders will
be reduced to % of the total number of shares of common stock to be outstanding after this offering; and the number of shares of common
stock held by the new investors will be increased to           shares or % of the total number of shares of common stock outstanding after
this offering.

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    The table below assumes the exercise of all outstanding stock options and the exercise of the warrant to purchase 34,830 shares of our
common stock:
                                                                                                                              Average Price
                                                        Shares Purchased                  Total Consideration                  Per Share

                                                      Number           Percent           Amount                 Percent

            Existing stockholders                    48,602,405                  %   $   102,160,621                      %   $        2.10
            Shares subject to options and
              warrants                               10,576,002                           16,384,606                                   1.55
            New investors

                    Total                                                  100.0 %   $                           100.0 %


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                                             SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected consolidated financial data should be read together with Management‟s Discussion and Analysis of Financial
Condition and Results of Operations and our consolidated financial statements and related notes included elsewhere in this prospectus. The
selected consolidated balance sheet data as of December 31, 2002 and 2003 and the selected consolidated statements of operations data for each
of the three years in the period ended December 31, 2003 have been derived from our audited consolidated financial statements which are
included elsewhere in this prospectus. The selected consolidated balance sheet data as of December 31, 1999, 2000 and 2001 and the selected
consolidated statements of operations data for the years ended December 31, 1999 and 2000 have been derived from audited consolidated
financial statements not included in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future.
                                                                                              Year Ended December 31,

                                                                  1999             2000                 2001                   2002            2003

                                                                                       (in thousands, except per share data)
Consolidated Statements of Operations Data:
Net revenue                                                   $          —     $          —         $      1,831          $    22,200      $   87,357
Cost of goods sold                                                       —                —                  897               10,170          50,505

Gross profit                                                             —                —                    934             12,030          36,852
Operating expenses:
    Research and development                                       3,121            11,687               23,104                23,115          29,112
    Sales and marketing                                               —              1,536                6,064                 7,381          11,515
    General and administrative                                       125             2,219                3,429                 3,953           5,825
    Stock-based compensation                                          77               578                  597                   488           3,358

           Total operating expenses                                3,323            16,020               33,194                34,937          49,810

Loss from operations                                              (3,323 )         (16,020 )            (32,260 )              (22,907 )       (12,958 )
Interest income (expense), net                                       185               953                1,646                    614             (83 )

Loss before income taxes                                          (3,138 )         (15,067 )            (30,614 )              (22,293 )       (13,041 )
Income taxes                                                          —                 —                    28                     66             125

Net loss                                                      $ (3,138 )       $   (15,067 )        $   (30,642 )         $    (22,359 )   $   (13,166 )

Basic and diluted net loss per share                          $    (1.59 )     $      (2.66 )       $      (3.06 )        $      (1.60 )   $     (0.80 )

Shares used in computing basic and diluted net loss per
  share                                                            1,977             5,663               10,015                14,017          16,466


                                                                                                   December 31,

                                                                  1999             2000                 2001                   2002            2003



Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities              $    3,034       $    13,386          $    49,668           $    27,602      $   29,039
Working capital                                                    2,778            12,383               48,751                28,140          19,164
Total assets                                                       4,050            17,438               58,741                39,325          55,886
Short- and long-term debt and lease obligations                      662             1,492                2,769                 2,269           6,737
Total stockholders‟ equity                                         2,966            14,817               52,336                30,462          22,286

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                                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                                AND RESULTS OF OPERATIONS

      The following discussion of our financial condition and results of operations should be read together with the financial statements and
related notes that are included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current
expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this prospectus.

Overview

       We are a leading developer of semiconductor system solutions for wireless communications products. We combine our wireless systems
expertise with high-performance radio frequency, or RF, mixed signal and digital semiconductor design skills to provide highly integrated
chipsets that are manufacturable on low-cost, standard complementary metal-oxide semiconductor, or CMOS, processes. We were incorporated
in May 1998 and commenced operations in December 1998. Through December 31, 2000, we were engaged principally in research and
development. We first generated meaningful revenue from sales of our products in the fourth quarter of 2001. Our revenue from 2001 through
the first half of 2002 was characterized by relatively low volumes and high gross margins. Our revenue for the second half of 2002 and the year
ended December 31, 2003 was characterized by higher volumes and lower gross margins. We have experienced net losses in each period since
inception. Through December 31, 2003, we had an accumulated deficit of $84.6 million.

      Our product portfolio is currently comprised of various generations of our radio-on-a-chip, media access controller+baseband and
wireless system-on-a-chip products supporting the Institute of Electrical and Electronics Engineers, or IEEE, family of wireless local area
networking, or WLAN, standards, including the 802.11b, 802.11g and 802.11a standards. These products are typically sold together as chipsets
as part of a wireless system solution that also incorporates software and system-level reference designs. Our wireless systems solutions are used
in a variety of applications in the personal computer, enterprise access, small office and branch office networking, home networking, hotspot
and consumer electronics markets.

      Revenue . Our revenue is derived primarily from the sale of WLAN chipset products and, to a lesser extent, from licensed software and
services. Our sales have historically been made on the basis of purchase orders rather than long-term agreements. Original equipment
manufacturers, or OEMs, utilize our chipsets in developing their wireless system solutions such as access point and cardbus products. Some
OEMs directly purchase chipsets from us and manufacture their products. Other OEMs utilize original design manufacturers, or ODMs, to
design and build subsystem products which the OEM then purchases from the ODM and incorporates into the OEM‟s wireless system solution.
Accordingly, we ship our products either directly to the OEM or to the ODM based on the requirements of each OEM. Purchase orders are
received from an OEM or an ODM and we recognize revenue based on the shipment of chipsets to this customer. A single ODM may provide
our chipsets to numerous OEMs. However, we maintain a close relationship with the target OEM to monitor end-market demand. Due to the
use of ODMs, our direct customer base is relatively concentrated, although we believe that the number of total OEMs who purchase our
chipsets through ODMs is broader. We anticipate that we will continue to derive a substantial portion of our revenue from a small number of
ODMs for the foreseeable future.

     In 2003, Global Sun Technology and Ambit Microsystems accounted for 28% and 20% of our net revenue, respectively. In 2002, D-Link
and The Linksys Group accounted for 15% and 12% of our net revenue, respectively. In 2001, Xircom, Accton Technology, Inovar and Sony
accounted for 24%, 21%, 11% and 11% of our net revenue, respectively.

    Substantially all of our sales are to customers outside the United States and Canada. Sales to customers in Asia accounted for 98% and
91% of net revenue in 2003 and 2002, respectively. Because many of our ODM

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customers are located in Asia, we anticipate that a majority of our revenue will continue to be represented by sales to customers in that region.
Although a large percentage of our sales are made to customers in Asia, we believe that a significant number of the systems designed by these
customers are then sold through to OEMs outside of Asia. All of our sales are denominated in United States dollars.

      Cost of Goods Sold . Cost of goods sold relates primarily to the purchase of silicon wafers, costs associated with assembly, test and
inbound and outbound shipping of our chipsets, costs of personnel, materials and occupancy associated with manufacturing support and quality
assurance and royalty costs. Additionally, our cost of goods sold includes accruals for warranty obligations, which we record when revenue is
recognized. Because we do not have long-term, fixed supply agreements, our wafer costs are subject to changes based on the cyclical demand
for semiconductors. In addition, after we purchase wafers from foundries, we also have the yield risk related to manufacturing these wafers into
die.

       Research and Development . Research and development expense relates primarily to compensation and associated costs related to
development employees and contractors, mask and reticle costs, prototype wafers, software and computer-aided design software licenses,
intellectual property license costs, reference design development costs, development testing and evaluation, occupancy costs and depreciation
expense. All research and development costs are expensed as incurred. We expect our research and development costs to increase in absolute
dollars in the future as we invest to develop new products to be competitive in the future.

     Sales and Marketing . Sales and marketing expense relates primarily to compensation and associated costs for marketing and selling
personnel, sales commissions to independent sales representatives, public relations, promotional and other marketing expenses, travel, trade
show expenses, depreciation expenses and allocated occupancy costs. We expect sales and marketing expenses will increase in absolute dollars
as we hire additional personnel, expand our sales and marketing efforts and pay increased sales commissions.

     General and Administrative . General and administrative expense relates primarily to compensation and associated costs for general and
administrative personnel, professional fees and allocated occupancy costs. We expect that general and administrative expense will increase in
absolute dollars as we hire additional personnel and incur costs related to the anticipated growth of our business, our operation as a public
company and improvements to our information technology infrastructure.

       Stock-Based Compensation . In connection with the grant of stock options in 2001, 2002 and 2003, we recorded an aggregate of
$4.4 million in stock-based compensation. These options are considered compensatory because the fair market value of our stock determined
for financial reporting purposes is greater than the fair value determined by the board of directors on the date of the grant or issuance. As of
December 31, 2003, we had an aggregate of $6.3 million in stock-based compensation remaining to be amortized. We are amortizing deferred
stock-based compensation over the vesting period of the related option and warrant, which is generally four to five years using the graded
vesting method. This deferred stock-based compensation balance will be amortized as follows, assuming no forfeiture of awards: $3.7 million
during 2004; $1.6 million during 2005; $756,000 during 2006; $207,000 during 2007; and $12,000 during 2008.

     Interest Income and Expense. Interest income consists of interest earned on cash and cash equivalents and marketable securities
balances. Interest expense consists of interest on our revolving line of credit, equipment loans and equipment lease.

     Provision for Income Taxes . We have recorded no provision for federal and state income taxes since inception. As of December 31,
2003, we had federal and state net operating loss carryforwards of approximately $68.0 million and $20.9 million, respectively. These net
operating loss carryforwards expire through 2023 and 2013, respectively. We also had research and development credit carryforwards of
approximately $6.5 million and $3.3 million for federal and state tax purposes. The federal tax credit carryforward expires beginning in 2018.
The state tax credit carryforward has no expiration. We have provided a valuation allowance on our

                                                                        25
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Index to Financial Statements

deferred tax assets, consisting primarily of net operating loss carryforwards, because of the uncertainty of their realizability. Since 2001, we
have provided for certain income taxes related to our foreign operations.

      Under the Internal Revenue Code, certain substantial changes in ownership could result in an annual limitation on the amount of
operating loss and credit carryforwards that can be utilized in future years to offset future taxable income. Annual limitations may result in the
expiration of net operating loss and credit carryforwards before they are used.

Critical Accounting Policies and Estimates

      Our discussion and analysis of our financial condition and the results of operations are based on our financial statements which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base
our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are set forth below.

      Revenue Recognition .      We derive revenue primarily from three sources:

      •          the sale of our wireless chipsets and reference designs;

      •          our licensed software and technical documentation; and

      •          service and support revenue relating to the licensed software.

       We recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition in Financial Statements and SAB No. 104, Revenue Recognition . These SABs require that four basic criteria must be met before
revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the
fee is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management‟s
judgment regarding the fixed nature of the fee charged for the products delivered and the collectibility of those fees. Should changes in
conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period
could be adversely impacted.

     We provide marketing incentives to some of our direct and indirect customers. These payments are recorded as a reduction of revenue in
accordance with Emerging Issues Task Force Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor‟s Products).”

       Inventory . We continually assess the recoverability of our inventory based on assumptions about demand and market conditions.
Forecasted demand is determined based on historical sales and expected future sales. We value our inventories at the lower of actual cost (using
the first-in, first-out method) or its current estimated market.

      Stock Options . We have elected to follow the intrinsic value-based method prescribed by Accounting Principles Board Opinion 25,
“Accounting for Stock Issued to Employees,” or APB 25, and related interpretations in accounting for employee stock options rather than
adopting the alternative fair value accounting provided under Statement of Financial Accounting Standards, or SFAS, No. 123, “Accounting for
Stock Based Compensation.” Therefore, we do not record any compensation expense for stock options we grant to our employees where the
exercise price equals the fair market value of the stock on the date of grant and the exercise price, number of shares eligible for issuance under
the options and vesting period are fixed. We comply with the disclosure requirements of SFAS No. 123 and SFAS No. 148, which require that
we disclose our pro forma net income or loss and net income or loss per common share as if we had expensed the fair value of the options. In

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calculating such fair value, there are certain assumptions that we use, as disclosed in note 1 of our audited financial statements.

       Accounts Receivable Allowance . We perform ongoing credit evaluations of our customers and adjust credit limits and their credit
worthiness, as determined by our review of current credit information. We continuously monitor collections and payments from our customers
and maintain an allowance for doubtful accounts based upon our historical experience, our anticipation of uncollectible accounts receivable and
any specific customer collection issues that we have identified. While our credit losses have historically been within our expectations and the
allowance established, we might not continue to experience the same credit loss rates that we have in the past. Our receivables are concentrated
in a relatively few number of customers. Therefore, a significant change in the liquidity or financial position of any one customer could make it
more difficult for us to collect our accounts receivable and require us to increase our allowance for doubtful accounts.

      Warranty Reserve. We provide for the estimated cost of product warranties at the time revenue is recognized. While we engage in
extensive product quality programs and processes, including actively monitoring and evaluating the quality of our chipset suppliers, our
warranty obligation is affected by product failure rates, the cost of replacement chipsets and inbound and outbound freight costs incurred in
replacing a chipset after failure. We continuously monitor chipset returns for warranty and maintain a reserve for the related warranty expenses
based on historical experience of similar products as well as various other assumptions that we believe to be reasonable under the
circumstances. Should actual failure rates, cost of chipset replacement and inbound and outbound freight costs differ from our estimates,
revisions to the estimated warranty reserve would be required.

Results of Operations

      The following table shows the percentage relationships of the listed items from our consolidated statements of operations, as a percentage
of net revenue for the periods indicated.
                                                                                                          Year Ended December 31,

                                                                                               2001                2002             2003

        Consolidated Statements of Operations Data:
        Net revenue                                                                               100 %               100 %            100 %
        Cost of goods sold                                                                         49                  46               58

        Gross profit                                                                               51                     54               42
        Operating expense:
            Research and development                                                            1,262                 104                  33
            Sales and marketing                                                                   331                  33                  13
            General and administrative                                                            187                  18                   7
            Stock-based compensation                                                               33                   2                   4

                    Total operating expenses                                                    1,813                 157                  57

        Loss from operations                                                                   (1,762 )              (103 )            (15 )
        Interest income, net                                                                       90                   3               —
        Income taxes                                                                               (2 )                —                —

        Net loss                                                                                      )                   )                )
                                                                                               (1,674 %              (101 %            (15 %


Years Ended December 31, 2003 and 2002

     Net Revenue . Net revenue for 2003 was $87.4 million compared to $22.2 million for 2002, an increase of $65.2 million, or 294%.
During 2003, customers elected to incorporate our chipsets into more of their product designs than in 2002, primarily due to the introduction of
our 802.11g and 802.11a/g chipsets in early 2003. As a result, the total number of chipsets shipped increased from approximately 0.7 million in
2002 to approximately 5.4 million in 2003.

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      Gross Profit . Gross profit for 2003 was $36.9 million compared to $12.0 million for 2002, an increase of $24.8 million, or 206%.
Gross profit as a percentage of revenue decreased to 42% in 2003 compared to 54% in 2002. In 2003, we focused on addressing higher volume
markets, including the market for 802.11g and multi-mode products that had approximately 46% lower average selling prices. This resulted in
increased chipset volumes of over 600% and a decrease in the gross margin percentage from 54% to 42% on these sales. During 2003 and
2002, software license fee revenue contributed 1.7% and 3.7%, respectively, to our gross margins.

      Research and Development . Research and development expense was $29.1 million in 2003, or 33% of net revenue, compared to $23.1
million in 2002, or 104% of net revenue. This increase was primarily due to increased compensation related costs of $3.4 million and additional
software development licenses of $470,000 resulting from a 37% increase in research and development headcount in 2003. Additionally, the
costs of our mask sets and reticles, and licensing costs for intellectual property increased $944,000 in 2003 over 2002, primarily resulting from
the development efforts related to nine new chips in 2003 as compared to seven in 2002.

      Sales and Marketing . Sales and marketing expense increased to $11.5 million, or 13% of net revenue, in 2003 from $7.4 million, or
33% of net revenue, in 2002. This increase was primarily due to an increase in compensation costs and travel expenses of $1.9 million related
to a 107% increase in sales headcount and higher commissions to independent sales representatives of $1.2 million associated with a 294%
increase in revenue during 2003 over 2002.

      General and Administrative . General and administrative expense increased to $5.8 million, or 7% of net revenue, in 2003, from $4.0
million, or 18% of revenue, in 2002. This increase was primarily due to incremental compensation related costs of $1.1 million resulting from a
70% headcount increase. Additionally, we increased the allowance for doubtful accounts by $422,000 from 2002 to 2003 resulting primarily
from the 455% increase in accounts receivable balances during this period.

      Stock-Based Compensation . Stock-based compensation was $3.4 million and $488,000 in 2003 and 2002, respectively. The increase in
stock-based compensation resulted primarily from an increase in headcount and the related stock option grants to these new employees.
Options granted in 2003 were considered compensatory because the fair market value of our stock determined for financial reporting purposes
was greater than the fair value determined by the board of directors on the date of the grant or issuance.

      Interest Income (Expense), Net . Interest expense, net was $83,000 in 2003 compared to interest income, net, of $614,000 in 2002.
During 2003, we experienced decreased interest income resulting from lower balances of cash, cash equivalents and marketable securities, as
well as the interest expense related to our revolving credit facility.

Years Ended December 31, 2002 and 2001

     Net Revenue . Net revenue for 2002 was $22.2 million compared to $1.8 million for 2001. This increase was primarily due to the
commencement of volume shipments of our first generation 802.11a product in the third quarter of 2001. During 2001 and 2002, we
experienced an increase in revenue as a result of a greater number of design wins. In September 2002, we began volume shipments of our
second generation of products including our first multi-mode product. During 2001, we shipped approximately 0.1 million chipsets as
compared to approximately 0.7 million in 2002. Average selling prices declined approximately 8% from 2001 to 2002.

      Gross Profit . Gross profit for 2002 was $12.0 million compared to $934,000 for 2001. Gross profit as a percentage of revenue
increased to 54% for 2002 compared to 51% for 2001. This increase was primarily due to the establishment of software license and
maintenance fees in 2002 which provided relatively high gross margins.


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      Research and Development . Research and development expense was $23.1 million in each of 2002 and 2001. Our personnel and
related expenses remained relatively constant from 2001 to 2002. During 2001, we expanded our research and development team by 74% and
therefore incurred $317,000 more recruiting expenses in 2001 than in 2002, when we increased headcount by 11%. Additionally, in 2001, we
incurred $676,000 more consulting, outside service and lab and test expenses than in 2002. In 2002, software and licensing expenses increased
$864,000 as a result of leasing additional software development tools and licensing costs related to the use of intellectual property for the
development of our next generation of chipsets.

      Sales and Marketing . Sales and marketing expense was $7.4 million, in 2002 compared to $6.1 million in 2001. The increase of $1.3
million was primarily due to increased sales commission of $408,000 paid to our sales personnel and independent sales representatives for
2002 over 2001, resulting from increased revenue in 2002 over 2001. Additionally, we opened a sales office in Taiwan during 2002 which
resulted in increased costs of $610,000, primarily related to compensation costs for the sales personnel staffing the office.

      General and Administrative . General and administrative expense was $4.0 million in 2002, compared to $3.4 million in 2001. The
increase of $600,000 was primarily due to increases in professional fees of $377,000 related to the costs of preparing and filing our patent
applications.

      Stock-Based Compensation . Stock-based compensation was $488,000 and $597,000 in 2002 and 2001, respectively.

      Interest Income (Expense), Net . Interest income, net, was $614,000 in 2002, compared to $1.6 million in 2001. The decrease of $1.0
million was primarily due to decreases in interest income related to lower balances of cash and cash equivalents and marketable securities and a
general decline in interest rates in 2002 compared to 2001.

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Quarterly Results of Operations

      The following table sets forth our consolidated statement of operations data for the eight quarters ended December 31, 2003. This
unaudited quarterly information has been prepared on the same basis as our audited consolidated financial statements and, in the opinion of
management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of this data. This
information should be read together with the consolidated financial statements and related notes included elsewhere in this prospectus. We
believe that our quarterly revenue, particularly the mix of revenue components, and operating results are likely to vary in the future. The
operating results for any quarter are not necessarily indicative of the operating results for any future period or for a full year.
                                                                                               Quarter Ended

                                       Mar. 31,          June 30,         Sept. 30,            Dec. 31,          Mar. 31,         June 30,         Sept. 30,         Dec. 31,
                                        2002              2002              2002                2002              2003             2003              2003             2003

                                                                                                (in thousands)
Net revenue                        $      4,546      $      6,428     $      5,551         $      5,675      $      9,406     $ 15,125         $ 25,168          $ 37,658
Cost of goods sold                        1,492             2,304            3,135                3,239             5,479        8,739           14,966            21,321

Gross profit                              3,054             4,124            2,416                2,436             3,927            6,386           10,202           16,337
Operating expenses:
    Research and development              5,624             5,954            5,924                5,613             6,272            6,671            7,482             8,687
    Sales and marketing                   1,763             2,054            1,669                1,895             2,094            2,566            3,134             3,721
    General and
       administrative                       836             1,148               925               1,044               934            1,217            1,526             2,148
    Stock-based compensation                195               135               101                  57                62              820              608             1,868

           Total operating
             expenses                     8,418             9,291            8,619                8,609             9,362          11,274            12,750           16,424

Loss from operations                     (5,364 )          (5,167 )         (6,203 )             (6,173 )          (5,435 )         (4,888 )         (2,548 )              (87 )
Interest income (expense), net              235               170              137                   72                28              (15 )            (52 )              (44 )
Income taxes                                 —                 —               (14 )                (52 )              —                —               (33 )              (92 )

Net loss                           $ (5,129 )        $ (4,997 )       $ (6,080 )           $ (6,153 )        $ (5,407 )       $ (4,903 )       $ (2,633 )        $       (223 )

Net loss per share — basic and
  diluted                          $       (0.40 )   $      (0.36 )   $       (0.42 )      $      (0.41 )    $      (0.35 )   $      (0.31 )   $       (0.16 )   $      (0.01 )

Shares used in computing basic
  and diluted net loss per share         12,871            13,809           14,396              14,993             15,512          16,049            16,805           17,416


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      The following table sets forth our historical results, for the periods indicated, as a percentage of net revenue.
                                                                                      Quarter Ended

                                  Mar. 31,       June 30,       Sept. 30,            Dec. 31,           Mar. 31,     June 30,     Sept. 30,       Dec. 31,
                                   2002           2002            2002                2002               2003         2003          2003           2003

                                                                                       (in thousands)
Net revenue                           100 %          100 %           100 %               100 %              100 %        100 %         100 %          100 %
Cost of goods sold                     33             36              56                  57                 58           58            59             57

Gross profit                            67             64              44                  43                 42           42            41             43
Operating expenses:
    Research and
       development                    124              93            107                   99                 67           44            30             23
    Sales and marketing                39              32             30                   33                 22           17            12             10
    General and
       administrative                   18             18              17                  18                 10            8                 6          6
    Stock-based
       compensation                      4              2                   2               1                  1            5                 2          5

           Total operating
             expenses                 185            145             155                 152                100            74            51             44

Loss from operations                 (118 )           (80 )         (112 )              (109 )               (58 )        (32 )         (10 )           —
Interest income, net                    5               2              2                   1                  —            —             —              —
Income taxes                           —               —              —                   —                   —            —             —              —

Net loss                                  )               )                                  )                   )            )             )              )
                                     (113 %           (78 %          110 %              (108 %               (57 %        (32 %         (10 %           (1 %


      Net Revenue . During 2002, we addressed the lower volume market for 802.11a chipsets. Beginning in the third quarter of 2002, we
introduced our second generation of products, including our multi-mode, multi-band products. Net revenue has increased sequentially from the
third quarter of 2002 through the fourth quarter of 2003 due to the increased acceptance of our second and third generation of wireless chipset
products, an increase in the number of PC OEM and networking equipment manufacturer design wins and the broadening of our product line to
provide integrated 802.11b, 802.11g and 802.11a products.

      Cost of Goods Sold. Cost of goods sold increased steadily from the first quarter of 2002 through the fourth quarter of 2003. Prior to the
third quarter of 2002, we were addressing a lower volume, higher gross margin market which enabled us to obtain higher gross margins. Gross
margin has remained relatively stable from the third quarter of 2002 through the fourth quarter of 2003 during a time in which the quarterly
volume of chipsets shipped increased from approximately 0.1 million in the first quarter of 2002 to approximately 2.5 million in the fourth
quarter of 2003, average selling prices decreased approximately 55% and we expanded the markets that we served.

      Operating Expenses. Our operating expenses increased sequentially from the fourth quarter of 2002 through the fourth quarter of 2003
as our chipsets began shipping in greater volume and we hired additional personnel to support our business. Operating expense as a percentage
of net revenue decreased from 185% in the first quarter of 2002 to 44% in the fourth quarter of 2003 as quarterly net revenue increased.

     Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that
period-to-period comparisons of our operating results should not be relied upon as an indication of future performance. In future periods, the
market price of our common stock could decline if our revenue and results of operations are below the expectations of analysts and investors.
Factors that may cause our revenue and operating results to fluctuate include those discussed in the Risk Factors section of this prospectus.

Liquidity and Capital Resources

      Since our inception, we have financed our operations primarily through private placements of our convertible preferred stock. We have
received a total of approximately $98.3 million from these private placements and an additional $3.3 million from the exercise of options to
purchase shares of our common stock. We have financed operations from borrowings under our bank credit facility, our equipment loans and
capital leases. Our principal sources of liquidity as of December 31, 2003, consisted of cash and cash

                                                                                31
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Index to Financial Statements

equivalents and marketable securities of $29.0 million and our revolving credit facility which had $6.0 million available to borrow under the
revolving credit facility and no further funds available for borrowing under the equipment loan.

      Operating Activities . Our operating activities used cash in the amount of $2.3 million, $20.9 million and $29.2 million in 2003, 2002
and 2001, respectively. The improvement in our cash flow from operating activities resulted primarily from decreasing net losses. Our
inventories increased $6.5 million, $3.0 million and $1.4 million in 2003, 2002 and 2001, respectively in order to meet the increased customer
demand for our products. Our accounts receivable increased $8.1 million, $452,000 and $1.2 million in 2003, 2002 and 2001, respectively,
related to increased revenue and the timing of customer payments. Our accounts payable increased $13.0 million, $1.4 million and $537,000
for 2003, 2002 and 2001, respectively. Accounts payable increases related primarily to the increases in inventories during 2003, 2002 and
2001. Our other accrued liabilities increased $7.2 million, $692,000 and $1.9 million in 2003, 2002 and 2001, respectively. These increases
were primarily due to growth in accrued compensation and benefits associated with increases in our headcount each year. The increases in 2003
were also due to a $2.9 million growth in accrued marketing development funds associated with increases in revenues during the year.

      Investing Activities . Our investing activities provided cash of $6.7 million and $20.6 million in 2003 and 2002, respectively, and used
cash of $40.3 million in 2001. Our investing activities primarily resulted from purchase or maturities of marketable securities and purchases of
property and equipment.

      Financing Activities . Our financing activities provided cash of $6.1 million in 2003, used $336,000 in 2002, and provided $68.2
million in 2001. Financing activities primarily represented proceeds from the issuance of our convertible preferred stock, proceeds from
borrowings against the revolving line of credit, borrowings and repayments against the equipment loans and capital leases, and proceeds from
the exercise of options to purchase our common stock.

      Our revolving credit facility with Silicon Valley Bank provides financing up to $10.0 million for working capital requirements and $2.0
million for equipment purchases. As of December 31, 2003, $4.0 million was outstanding under the revolving credit facility for working capital
and $1.8 million was outstanding for equipment. The loan bears interest at the bank‟s prime rate plus 1.0%. The loan is collateralized by all of
our tangible assets. The loan agreement contains financial and nonfinancial covenants with which we must comply. Through December 31,
2003, we were in compliance with all required covenants. We expect to use $4.0 million of the net proceeds of this offering to repay
outstanding debt under our credit facility, increasing the available capacity under our revolving credit facility to $10.0 million.

       During 2001, we entered into a loan agreement to borrow up to $3.0 million to finance certain equipment purchases. In 2002 and 2001,
we borrowed a total of $1.9 million to finance equipment purchases. The loans bear interest at rates ranging from 7.5% to 9.4%. The remaining
balance of the agreement is no longer available to us. The equipment collateralizes the loan balance due. The loan agreement contains certain
nonfinancial covenants with which we were in compliance as of December 31, 2003. In addition, we must maintain a restricted cash balance of
$500,000 which is included in other assets as of December 31, 2003 and 2002, respectively. Principal and interest payments are due in monthly
installments through July 2005.

      Capital expenditures were $1.5 million, $711,000 and $2.1 million in 2003, 2002 and 2001, respectively. These expenditures primarily
consisted of computer and test equipment and software purchases. We anticipate that further capital expenditures will be required to support
future growth. We believe that research and development resources are required to expand our core technologies and product offerings. Our
research and development expenses were $29.1 million, $23.1 million and $23.1 million in 2003, 2002 and 2001, respectively. These
expenditures resulted in enhancement of our product offerings, technological know-how and inventions that have yielded numerous issued and
pending U.S. patents. We expect to continue to incur significant research and development expenses and intend to fund these expenses with
operating cash flow, cash and equivalents and the revolving credit facility.


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      We expect to experience a significant increase in our operating expenses in absolute dollars, particularly in research and development and
sales and marketing expenses, for the foreseeable future in order to execute our business strategy; however, we expect these expenses to
decrease as a percentage of revenue if our revenue increases. As a result, we anticipate that operating expenses, as well as planned capital
expenditures, will constitute a material use of our cash resources. However, we do not expect this increase to materially impact our liquidity if
our revenue increases.

      We believe that our existing cash and cash equivalents and existing amounts available under our revolving credit facility, together with
the net proceeds from this offering will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital
requirements will depend on many factors including our rate of revenue growth, the timing and extent of spending to support development
efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the
costs to ensure access adequate manufacturing capacity and the continuing market acceptance of our products. Although we are currently not a
party to any agreement or letter of intent with respect to potential investments in, or acquisitions of, complementary businesses, products or
technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt
financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to our stockholders.
Additional debt would result in increased interest expense and could result in covenants that would restrict our operations. We have not made
arrangements to obtain additional financing and there is no assurance that such financing, if required, will be available in amounts or on terms
acceptable to us, if at all.

      As of December 31, 2003, we have no off-balance sheet arrangements as defined in Item 303(a)(4) of the Securities and Exchange
Commission‟s Regulation S-K. The following summarizes our contractual obligations at December 31, 2003 and the effect of those obligations
are expected to have on our liquidity and cash flow in future periods (in millions):
            Contractual Obligations                                                                     Payments due by period

                                                                                                     Less than                          After
                                                                                          Total       1 year            1-3 years      3 years

            Short-term borrowings                                                     $      4.0    $        4.0       $          —    $    —
            Long-term debt                                                                   2.4             1.0                 1.2       0.2
            Capital lease obligations                                                        0.4             0.4                  —         —
            Operating leases                                                                 3.4             2.1                 1.2       0.1
            Purchase obligations                                                             7.0             2.8                 4.2        —

                    Total                                                             $ 17.2        $       10.3       $         6.6   $   0.3


Recent Accounting Pronouncements

       In July 2002, the Financial Accounting Standards Board, or FASB, issued SFAS No. 146, Accounting for Costs Associated with Exit or
Disposal Activities . SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force Issue No. 94-3. The
provisions of SFAS No. 146 are applicable for restructuring activities initiated after December 28, 2002. SFAS No. 146 requires that the
liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit
cost was recognized at the date of the commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured
and recorded at fair value. The adoption of SFAS No. 146 on January 1, 2003 did not have a material effect on our consolidated financial
statements.

       In November 2002, the FASB issued FASB Interpretation No. 45, or FIN 45, Guarantor’s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others. This interpretation specifies the disclosures to be made by a guarantor in
its interim and annual financial statements concerning its obligations under certain guarantees that it has issued. FIN 45 also requires a
guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing

                                                                          33
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the guarantee. The disclosure requirements of FIN 45 are effective for interim and annual periods ending after December 15, 2002. The initial
recognition and initial measurement requirements of FIN 45 are effective for guarantees issued or modified after December 31, 2002. The
adoption of these provisions did not have a material impact on our consolidated financial statements.

     In December 2002, the Emerging Issues Task Force, or EITF, reached a consensus on EITF Issue No. 00-21, Revenue Arrangements with
Multiple Deliverables . EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform
multiple revenue-generating activities. In some arrangements, the different revenue-generating activities (deliverables) are sufficiently
separable and there exists sufficient evidence of their fair values to separately account for some or all of the deliverables (that is, there are
separate units of accounting). In other arrangements, some or all of the deliverables are not independently functional, or there is not sufficient
evidence of their fair values to account for them separately. This Issue addresses when and how an arrangement involving multiple deliverables
should be divided into separate units of accounting. EITF 00-21 does not change otherwise applicable revenue recognition criteria. The
guidance in this Issue is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF
00-21 did not have a material effect on our consolidated financial statements.

       In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities . FIN 46 requires certain variable interest
entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated
financial support from other parties. The provisions of FIN 46 are effective immediately for all arrangements entered into after January 31,
2003. We have not invested in any entities that management believes are variable interest entities, and do not expect the adoption of FIN 46 to
have a material effect on our consolidated financial statements.

       In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity . SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at
the beginning of the first interim period beginning after June 15, 2003. SFAS 150 is to be implemented by reporting the cumulative effect of a
change in an accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning
of the interim period of adoption. The adoption of SFAS 150 did not have a material effect on our consolidated financial statements.

      In December 2003, the Securities and Exchange Commission, or SEC, issued Staff Accounting Bulletin No. 104, or SAB 104, Revenue
Recognition . SAB 104 updates portions of existing interpretative guidance in order to make this guidance consistent with current authoritative
accounting and auditing guidance and SEC rules and regulations. The adoption of SAB 104 did not have a material effect on our consolidated
financial statements.

Quantitative and Qualitative Disclosures About Market Risk

      The primary objectives of our investment activity are to preserve principal, provide liquidity and maximize the income without
significantly increasing the risk. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest
rates may cause the principal amount of the investment to fluctuate. To minimize this risk, we maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including commercial paper, money market funds, government and non-government debt
securities and certificates of deposit. The risk associated with fluctuating interest rates is limited to our investment portfolio and we do not
believe that a 10% change in interest rates will have a significant impact on our interest income. As of December 31, 2003, our investments
were in commercial paper, corporate notes and bonds, market auction preferred stock and U.S. government securities.

      Our exposure to market risk also relates to the increase or decrease in the amount of interest we must pay on our outstanding debt
instruments, primarily certain borrowings under the revolving credit facility and the bank

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equipment loan. Our revolving credit facility provides financing up to $10.0 million for working capital requirements and $2.0 million for
equipment purchases. As of December 31, 2003, $4.0 million was outstanding under the revolving credit facility and $1.8 million was
outstanding under the equipment loan. The loan bears interest at the bank‟s prime rate plus 1.0%. We do not believe that a 10% change in the
prime rate would have significant impact on our interest expense.

      To date, our international customer agreements have been denominated solely in U.S. dollars, and accordingly, we have not been exposed
to foreign currency exchange rate fluctuations related to customer agreements, and do not currently engage in foreign currency hedging
transactions. However, the functional currency of our operations in Japan, Taiwan and India is the U.S. dollar and as the local accounts are
maintained in Japan, Taiwan and India, respectively, we are subject to foreign currency exchange rate fluctuations associated with
remeasurement to U.S. dollars. A hypothetical change of 10% in the foreign currency exchange rates would not have a material impact on our
consolidated financial position or results of operations.

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                                                                   BUSINESS

Overview

      We are a leading developer of semiconductor system solutions for wireless communications products. We combine our wireless systems
expertise with high-performance radio frequency, or RF, mixed signal and digital semiconductor design skills to provide highly integrated
chipsets that are manufacturable on low-cost, standard complementary metal-oxide semiconductor, or CMOS, processes. We believe we are a
technology leader in the wireless local area networking, or WLAN, market as measured by standards integration, network throughput, power
consumption, range, hardware and software features of our products. We deliver proprietary feature set extensions beyond standard
requirements, offering significant performance benefits to the user.

      We provide a comprehensive portfolio of products ranging from entry-level wireless networking products for the home and small office
markets to sophisticated wireless infrastructure systems-on-chip with advanced network management capabilities for the enterprise market. Our
wireless systems solutions are used in a variety of applications in the personal computer, enterprise access, small office and branch office
networking, home networking, hotspot and consumer electronics markets. We have a broad base of leading personal computer original
equipment manufacturer, or PC OEM, customers, including Hewlett-Packard, IBM, NEC, Sony and Toshiba, and networking equipment
manufacturers, including D-Link, IO Data, Linksys, Microsoft, NETGEAR, Philips and Proxim.

Industry Background

      The Wireless Communications Market

     Wireless communications offer many inherent benefits over wired communications, including mobility, flexibility and cost of installation
and upgrade. When cost-effective wireless solutions have emerged to address communications applications, they have often seen rapid
adoption. The benefits of wireless technology have been validated by the growth of numerous wireless technology markets, including:

      •          cellular and cordless;

      •          wireless local area data networking;

      •          wireless wide area data networking; and

      •          other markets, such as broadcast, satellite communications and wireless personal area communications networks.

      Cellular services have achieved widespread market adoption driven by the demand for voice service to be available everywhere at all
times. According to IDC, an industry research firm, there are currently 1.3 billion wireless cellular voice services subscribers worldwide.

      In the last decade, email and other Internet communication media have become critical modes of communication. The demand for mobile
and portable access to email and the Internet has led to rapid customer adoption of wireless local area data networking. Moreover, the demand
for email and Internet access to be available everywhere at all times is driving the emergence of wireless wide area data networking services.
The demand for these services is currently being met by a range of different technologies, such as data services on public cellular networks,
dedicated wireless data services made popular by mobile email devices, such as the Blackberry, and the continuing deployment of wireless
local area networking technologies. In addition, new technologies are being standardized to enhance wireless personal area, local area and wide
area data access and further integrate these services.

      These multiple services for wide area, email and Internet access are being delivered over separate networks that use different
technologies, stimulating demand for access devices that support multiple services. The wireless technology capabilities of access devices is
primarily provided by a semiconductor chipset. It is less cost-effective to bundle multiple semiconductor chipsets to support each service;
instead, a higher degree of

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Index to Financial Statements

semiconductor integration is necessary. This semiconductor integration requires significant innovative intellectual property relative to existing
solutions.

      Growth of Wireless Data Networking

      The demand for wireless data access and portability of wireless access devices, such as notebook computers, as well as the relative
difficulty and cost of installing and maintaining wired networks compared to wireless networks, has led to the rapid growth of the WLAN
systems market. According to IDC, this market is expected to continue to experience rapid growth with the total WLAN systems market
growing from $2.2 billion in 2002 to $3.1 billion in 2005. This growth has been driven by the emergence of several wireless data networking
market segments, including:

      •          Personal Computers . Consumers increasingly desire computers that include wireless connectivity capability. PC OEMs have
                 moved rapidly to embed wireless capability in notebook and other computing platforms. Several leading PC OEMs have already
                 embedded wireless data networking capability in most of their notebook computer products.

      •          Enterprise Access . The increased mobility of the workforce and the prevalence of the Internet and email as business tools
                 have increased the demand for wireless data networking in the enterprise market. The use of wireless data networking as an
                 access technology for the enterprise substantially reduces technology deployment costs and increases worker productivity.

      •          Small Office and Branch Office Networking . The cost of deploying wireless networks has declined significantly in recent
                 years, while the cost of deploying network cabling in the office environment has not significantly decreased. As a result, it is
                 frequently more cost-effective to network entire small offices using wireless technology.

      •          Home Networking . The increased use of broadband Internet connections, notebook computers and multiple computers per
                 household, and the cost and difficulty of deploying a wired home network, have led to the rapid adoption of wireless data
                 networking in the home.

      •          Hotspots . Consumer adoption of wireless technology and the increasing prevalence of wireless data networking capability in
                 notebooks has led service providers to invest in public wireless access points or basestations located in high traffic areas, such
                 as cafes, airports and university campuses, commonly referred to as hotspots. According to IDC, it is estimated that by the end
                 of 2003, there will be 11,000 hotspots in the United States and 49,700 worldwide.

      •          Mobile Computing Devices . Mobile computing devices, including personal digital assistants and cellular phones, are
                 beginning to incorporate wireless data networking functionality.

      In addition, wireless data networking technology is beginning to experience similar growth in new markets such as:

      •          Consumer Electronics . Demand is emerging for the ability to connect consumer electronics devices in the home and to
                 provide an easy way to connect non-networked devices to share content. To address these demands without cabling, OEMs are
                 beginning to ship consumer electronics devices, such as flat panel televisions and media players with wireless capability.

      •          Wireless Voice over Internet Protocol . Voice over Internet Protocol, or VoIP, uses data networking infrastructure to deliver
                 voice services at a lower price than traditional wireline voice services, which use less efficient, circuit-switched infrastructures.
                 Wireless VoIP uses corporate, retail and home wireless data networks and unlicensed spectrum to provide access to voice
                 communication services.

      •          Telematics and Public Safety . Recent standardization activities and regulatory changes are leading to the establishment of
                 radios for vehicular activities such as toll collection, navigation aids, hazard avoidance and entertainment. These automotive
                 communication applications are collectively referred to as telematics. Similar activities are underway to align public safety
                 communications for police, fire and others using wireless data networking technologies.

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Index to Financial Statements

      Wireless Local Area Networking Standards

      Adoption of wireless data networking has been enabled by the introduction of a family of industry standards for WLAN technology by
the Institute of Electrical and Electronics Engineers, or IEEE. The 802.11 WLAN standard was introduced in 1997, followed by the 802.11b
standard in 1999. The use of unlicensed radio spectrum at 2.4 GHz has enhanced the potential for WLAN growth in a way that was not
previously possible because of the restrictions of licensed spectrum. In addition, significant product cost reductions and ease of installation
have supported the proliferation of wireless networking into the home, small business and enterprise markets.

      The addition of new IEEE standards and the commercialization of compliant products since 1999 has substantially increased capacity and
data rates. The introduction of the IEEE‟s 802.11g standard has allowed the existing spectrum at 2.4 GHz to be operated much more efficiently
with a substantial increase in standards-compliant data rates from the initial 1-2 Mbps up to 54 Mbps, and to over 100 Mbps in some
proprietary implementations. The introduction of the IEEE‟s 802.11a standard has enabled the use of new unlicensed radio spectrum at 5 GHz
and substantially increased the available channel capacity. Increasing channel capacity supports the continued growth of the market while
substantially diminishing or avoiding network congestion due to the overuse of the available unlicensed 2.4 GHz band.

      The following standards, frequencies and non-overlapping channels are currently available:
                                                                                                           Maximum Standards-
                      Standards                        Frequency                     Channels              Compliant Data Rate

                      802.11b                          2.4 GHz                         3*                       11 Mbps
                      802.11g                          2.4 GHz                         3*                       54 Mbps
                      802.11a                          5 GHz                           24                       54 Mbps

                     * 802.11b and 802.11g use the same 20 MHz channels.

      The wireless networking market is rapidly transitioning from products that operate using a single standard to products that support all of
the standards using the 2.4 GHz and 5 GHz bands in a variety of combinations. The increased network capacity of these integrated solutions, as
well as the congestion of the spectrum used by single-band 2.4 GHz solutions, has led to the migration to the next generation of standards. The
IEEE 802.11 standards body is working on many new variants of the standard to address technical challenges and to support continued growth
of this market.

      Semiconductors in Wireless Networking Products

      The wireless capabilities of WLAN products and other wireless networking products are provided primarily by a semiconductor chipset.
A wireless semiconductor chipset usually contains a radio transmitter and receiver, a processor and mixed signal circuitry integrated with a
digital media access controller, or MAC, and baseband. The MAC supports the protocol for network communications. Traditionally, a separate
chipset has supported a single service, such as email or Internet access, delivered over a separate network to a separate device. As demand has
grown for access devices that support multiple services, semiconductor chipset providers have begun to seek a higher level of integration on
chipsets, as bundling multiple chipsets to support each service is less cost-effective.

     The WLAN semiconductor market is large and projected by IDC to grow from $599 million in 2002 to $1.1 billion in 2007. Moreover,
the market for integrated products that support all of the 802.11 standards is projected by IDC to become the largest segment of the WLAN
semiconductor market, growing from $72 million, or 11% of the market in 2003, to $847 million, or 77% of the market in 2007.

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      Wireless Semiconductor Challenges

       Technology innovation and performance improvement in WLAN products has been more rapid than in most other wireless segments. In
the last five years, data rates for WLAN have increased approximately 100 times while system cost has been reduced significantly. Sustaining
this rate of advancement presents significant challenges to wireless semiconductor vendors. The technology challenges faced in implementing
and advancing WLAN technology are similar to challenges faced in advancing other wireless markets. Long-term success in addressing these
technical challenges will require semiconductor providers to effectively integrate several distinct core competencies, including:

      •          Wireless Systems Expertise . Wireless systems present unique challenges to ensure connectivity over the air, an unpredictable
                 medium for communications systems, especially when the users are mobile. These system-level challenges influence overall
                 semiconductor design in a way not usually addressed by semiconductor component manufacturers.

      •          High-Performance RF Circuit Implementation Using Standard CMOS Process . The CMOS manufacturing process comprises
                 the vast majority of semiconductor manufacturing capacity worldwide. As a result, designing for CMOS offers a cost advantage.
                 However, developing high-performance RF circuits in standard CMOS is complex and presents a number of challenges to
                 commercial semiconductor development. CMOS has been developed mostly for digital circuits, not RF circuits. RF circuits are
                 more sensitive to signal degradation and are therefore typically not implemented in standard CMOS, but instead are
                 implemented in other higher-cost, specialized processes.

      •          Design Methodology Challenges . While complete suites of integrated tools exist for digital integrated circuit, or IC, design,
                 there is no satisfactory equivalent for high-performance RF design. Current RF design tools need extensive proprietary add-ons
                 and custom integration to create effective design environments that yield complex, high-performance RF designs in standard
                 CMOS quickly and efficiently. This design process is unpredictable and has traditionally required a tradeoff between meeting
                 target performance or achieving time-to-market schedule. However, the complexity and lifecycle of most products today dictate
                 that both of these requirements be satisfied at the same time.

      •          Functional Integration Challenges . There are currently no standardized architectures for integrated, wireless systems. To
                 reduce costs and increase volume, the market has required the development of new architectures and new technological
                 approaches, which traditionally only highly experienced engineers have been capable of designing. The need for continued
                 functional integration and the frequent creation of new standards require that new wireless products support multiple wireless
                 services. However, the price sensitivity of products in high-volume markets favors an integrated chipset solution rather than the
                 use of multiple separate semiconductor components. Semiconductor functional integration is complex and requires the
                 development of innovative semiconductor architectures.

      •          Ability to Deliver Complete Solutions Quickly to Address Frequently Emerging Standards . Vendors of wireless
                 communications products expect their suppliers to provide complete systems solution reference designs comprised of hardware,
                 software, protocols, drivers and integration, and require system testing and regulatory approvals. Developing complete systems
                 solutions is complex and costly, and providers must innovate quickly to address frequently evolving standards and changing
                 market requirements.

Atheros Solution and Competitive Strengths

      We design, develop, sell and support wireless networking systems solutions that include semiconductors, software and system-level
reference designs. We design our high-performance RF, mixed signal and digital chipsets for low-cost, standard CMOS manufacturing
processes. We believe we are a technology leader in the wireless networking market as measured by standards integration, network throughput,
power consumption, range, hardware and software features of our products.

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      We also deliver proprietary feature set extensions beyond standard requirements, offering significant performance benefits to the user.
We provide a comprehensive portfolio of products ranging from entry-level wireless networking products for the home and small office
markets to sophisticated wireless infrastructure systems-on-chip with advanced network management capabilities for the enterprise market. Our
wireless systems solutions are used in a variety of applications in the personal computer, enterprise access, small office and branch office
networking, home networking, hotspot and consumer electronics markets.

      Our competitive strengths include:

      •          Wireless Systems Engineering . Our expertise in wireless systems engineering has enabled us to readily incorporate new
                 wireless technologies into our products. We provide proprietary, value-added functionality that supports leading network speeds
                 and range capabilities as well as the ability to work with other standards-based solutions. In addition, our systems expertise
                 allows us to provide our customers with complete systems solutions, easing their product development and time-to-market.

      •          High-Performance RF in Standard CMOS Core Competency . We implement high-performance RF solutions in standard
                 CMOS that provide a high level of WLAN performance in terms of network throughput, range and power consumption. Some
                 of our products integrate multiple radios in a single chip, reducing size, decreasing cost and offering new opportunities for us to
                 include wireless capability into our products. We believe that our RF in standard CMOS design experience positions us to
                 introduce products that address additional high-volume wireless markets.

      •          Advanced Wireless Communications Protocol Expertise . We have expertise in wireless communications protocols and their
                 implementation in hardware and software. We believe we were the first to deliver a commercial integrated chipset for an
                 802.11a-compliant product based on orthogonal frequency division multiplexing, or OFDM. We believe that OFDM technology
                 will be at the core of many important future wireless protocols because of its superior spectral efficiency and its resulting ability
                 to scale to greater network speeds and capacities.

      •          Scaleable and Repeatable Design Environments . We have developed proprietary design methodologies that allow us to
                 leverage our design expertise to deliver highly integrated, high-performance RF semiconductors using standard CMOS. As a
                 result, we are able to reduce costs of development while maximizing circuit performance. In addition, we are able to reduce the
                 number of design cycles and design cycle times, which benefits our customers by providing feature integration, cost reduction
                 and time-to-market advantage.

      •          Established Customer Relationships and Channel Penetration . Our record of innovation has provided us with strong
                 customer relationships among major enterprise and networking equipment manufacturers who have differentiated their products
                 based on our proprietary features and superior product performance. Our PC OEM customers include Hewlett Packard, IBM,
                 NEC Electronics, Sony and Toshiba, and our retail and enterprise OEM customers include D-Link, IO Data, The Linksys
                 Group, Microsoft, NETGEAR, Philips and Proxim. Some of our customers use the Atheros brand to differentiate their products
                 and highlight their use of our proprietary features.

Our Strategy

      Our objective is to be the leading provider of innovative wireless technologies through a combination of efficient design capabilities,
cost-effective manufacturing and execution strength. The principal elements of our strategy are to:

      •          Target Multiple, High-Growth Markets by Leveraging our Core Technology . The technology challenges faced in
                 implementing and advancing WLAN technology are very similar to the challenges faced in other wireless markets. We intend to
                 use our competency in implementing high-performance RF designs in standard CMOS, coupled with our wireless systems
                 expertise, to develop more highly integrated and cost-effective systems to address additional end markets.

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      •          Extend WLAN Market Position . We intend to expand our market position in WLAN by leading in time to market with new
                 standards-based functionality and providing advanced proprietary features. We intend to use our technology to provide further
                 significant improvements in the range, speed, power and security of users‟ wireless connections. We are developing new
                 technologies to address the requirements of new market segments, for example, to enable quality of service and reduce signal
                 interference.

      •          Promote Brand Value . We intend to increase end-user awareness of the benefits of our proprietary features by developing and
                 promoting the Atheros brand to enable end-users to identify products that provide superior performance based on our
                 technology. We have branded some of our proprietary features, and some brands have achieved wide recognition in the market,
                 including Super G, Super A/G and eXtended Range. Several OEMs currently mark their products with the Atheros brand to
                 differentiate their products based on our advanced feature set. By continuing to drive industry standards and introducing
                 innovative proprietary functionality, we intend to further advance wireless networking technology.

      •          Drive Component Integration for Cost Efficiency Advantage . We intend to continue integrating hardware and software
                 functionality to improve cost-effectiveness and our time to market. With each generation of our chipsets, we have improved
                 integration of external semiconductors and components, and provided system software functionality beyond the basic wireless
                 capabilities. We have integrated features that benefit multiple markets, ranging from indoor video distribution to outdoor
                 broadband wireless. By integrating external components and, in some cases, multiple radios, into a single product and by
                 integrating additional functionality, we seek to provide superior performance at a lower price.

      •          Leverage Integrated Solution Expertise . The demand for wireless access devices that can operate using multiple wireless
                 services necessitates semiconductor solutions that combine multiple wireless technologies. We offer integrated solutions that
                 combine 802.11b, 802.11g and 802.11a WLAN capabilities. We intend to offer additional WLAN functionality in highly
                 integrated, system-on-a-chip solutions and to integrate that WLAN functionality with other wireless technologies to support
                 other wireless services.

      •          Leverage Our Customer Base . We target customers who are leaders in their respective markets. We intend to focus on sales
                 to market leaders in our current and target markets by leveraging our reputation for technology innovation and our leading
                 product performance.

Our Products and Technology

      We are shipping production volumes of our fourth generation of semiconductors, hardware designs and software for wireless
applications. We offer customers guidelines known as reference designs that they can use to design systems, including devices and access
points. These solutions provide features from basic connectivity in standards-compliant wireless local area networks, including substantial
throughput enhancement and range enhancement, supporting video, voice and outdoor broadband access. Our products support several
encryption and authentication security standards, network management protocols, operating systems, and interfaces to non-computing
environments, such as consumer electronics.

      We currently provide three types of semiconductors:

      •          Radio-on-a-chip, or RoC , is a radio transmitter and receiver for either or both of the frequency bands in which our products
                 operate and is primarily an analog RF circuit.

      •          Baseband + MAC is a single chip implementation of mixed signal circuitry containing low frequency analog circuits and data
                 converters integrated with a digital MAC and baseband. The MAC contains a silicon implementation to support the protocol for
                 network communications.

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      •          Wireless system-on-a-chip, or WiSoC , incorporates a MAC + baseband integrated with a processor, which is otherwise typically
                 a separate component. The processor is a digital device and is integrated to reduce the cost of the solution in an access point
                 product where there is no client host central processing unit, or CPU that provides additional computing resources.

      The following table shows different functional chips that we sell by generation. Our customers can use a variety of combinations of chips
to create differentiated client and access products to meet the needs of the specific market segment that they address. Our products generally
include at least one radio and one MAC + baseband device.

      •          Client devices typically include a single RoC or multiple RoCs combined with a single MAC + baseband.

      •          Access point products usually include single or multiple RoCs and a WiSoC, which implements the MAC + baseband section
                 with an integrated microprocessor to control the access point operation.

     Our products not only meet the appropriate IEEE 802.11 WLAN standards they are designed for, but also offer enhanced capabilities that
benefit the users with enhanced performance and functionality. Some of the key proprietary features are:

      •          Super G and Super A/G are performance enhancing extensions that allow our products with 802.11g and 802.11a WLAN
                 capabilities to operate at data rates of up to 108 Mbps, twice the industry standard maximum data rate of 54 Mbps, while
                 maintaining the ability to work at industry standard data rates. We achieve this by adapting the operating protocols to maximize
                 throughput based on several advanced signaling technologies.

      •          eXtended Range , or XR, is a range enhancing extension that can more than double the distance at which an Atheros client
                 device can maintain a connection with an Atheros access point minimizing dead spots and providing better coverage in large
                 homes from a single access point. We achieve this by adapting the OFDM algorithms in the baseband to increase the sensitivity
                 of the receiver when the signal level is too low for standard operation.

      •          Low Power enables our products to use significantly less power in the transmit, receive and sleep operating modes, which offers
                 the benefit of longer battery life for the access device. This is achieved by monitoring functions and using custom timing
                 circuits to keep non-active circuitry in sleep mode when possible.

      We are actively developing new proprietary extensions to further benefit users as the standards continue to evolve.

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     To enable our customers to easily incorporate our wireless systems solutions into their products, we support a network of authorized
design centers and contract engineering firms based in the United States, Europe and Japan that we have trained in the use of our tools and
technologies. These design centers have enabled our customers to introduce a number of products based upon our wireless system solutions,
extending our market reach.

Customers

     We sell our products directly to original equipment manufacturers, or OEMs, who include our chipsets in their products, and to original
design manufacturers, or ODMs, who in turn include our chipsets in products they supply to OEMs. For direct sales to OEMs, we incorporate
our wireless system solutions directly into OEMs‟ products, and the OEM is the licensee and the end-user of the technology. However, we
primarily sell directly to ODMs, as many OEMs choose to specify an ODM to integrate our technology in a module, such as a peripheral
component interconnect, or PCI, card, which is then delivered to the OEM customer. For OEMs who use an ODM as an intermediary, our
shipments and revenue are directly with the ODM. However, we maintain close relationships with the target OEM and the initial technology
design win is generally awarded by the OEM. We also have ongoing contact with the OEM for forecasting and technology update purposes.
Currently, our target markets include the personal computer, enterprise access, small office and branch networking, home networking, hotspot,
mobile computing devices and consumer electronics markets.

     In 2003, Global Sun Technology and Ambit Microsystems accounted for 28% and 20% of our net revenue, respectively. In 2002, D-Link
and The Linksys Group accounted for 15% and 12% of our net revenue, respectively. In 2001, Xircom, Accton Technology, Inovar and Sony
accounted for 24%, 21%, 11% and 11% of our net revenue, respectively.

      Substantially all of our sales are to customers outside the United States and Canada. Sales to customers in Asia accounted for 98% and
91% of net revenue in 2003 and 2002, respectively. For example, sales to customers in Taiwan accounted for 88% and 61% of our net revenue
in 2003 and 2002, respectively.

     While we primarily sell directly to ODMs, on the purchase order submitted by the ODM they generally identify for whom they are
purchasing our product. We do not have the ability to directly confirm with the sell-through party that they received the final product from the
ODM. Based on the sell-through information provided to us by the ODMs, the following customers have incorporated Atheros products
through ODMs during the year ended December 31, 2003:

         3Com Corporation
         D-Link Corporation
         Hewlett-Packard Company
         IBM Singapore Pte Ltd.
         IO Data
         The Linksys Group, Inc.
         Microsoft Corporation
         NEC Electronics Corporation
         NETGEAR, Inc.
         Philips Components
         Proxim, Inc.
         SMC Networks, Inc.
         Sony Corporation
         Toshiba

Sales and Marketing

      We have a direct sales staff in the United States and Asia who support our major OEM and ODM customers. We have strategically
located this organization near our major customers with offices in California, Japan, Hong Kong (serving China) and Taiwan. Each salesperson
has specific end-user market expertise.

      We also have field application engineers, or FAEs, who provide technical support and assistance to existing and potential customers in
designing, testing and qualifying systems that incorporate our products. Our FAE organization is segmented by end-user market as well as the
core competencies in hardware, software and radio frequency necessary to support our customers.

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      To supplement our direct sales, we have independent sales representatives and distributors with locations throughout the world. We
selected these independent representatives based on their ability to provide effective field sales, marketing communications and technical
support for our products. Our customers place orders directly with us rather than with the representatives, and our representatives do not
maintain product inventory.

       Our third-party design centers provide expertise in RF design, board layout, operating system and driver development, industrial design
and prototyping to customize our software or hardware for smaller customers‟ requirements. These third-party design centers typically provide
their services on a contract engineering basis and enable rapid time-to-market in areas of expertise.

      In addition to providing chipsets, we also license software in source code form. Since the licensing of software in source code requires
that we enter into a technology license directly with end customers, we maintain a direct relationship with the end customer whether they have
purchased chipsets directly from us or through one of our ODMs or independent representatives. Contractual obligations of our licensees not to
disclose or misuse our source code may not sufficiently protect us from misuse or disclosure of our intellectual property. The costs of enforcing
contractual rights could substantially increase our operating costs and may not ultimately succeed in protecting our proprietary rights. If our
competitors access our source code, they may gain further insight into our technology and duplicate or design around our products, which
would harm our competitive position.

      Our marketing group focuses on our product strategy, product development road maps, new product introduction process, demand
assessment and competitive analysis. The group also ensures that product development activities, product launches, channel marketing program
activities, and ongoing demand and supply planning occur in a well-managed, timely basis in coordination with our development, operations,
and sales groups, as well as our ODMs, OEMs and representatives.

     Our sales are made primarily pursuant to standard purchase orders. Because industry practice allows customers to reschedule or cancel
orders on relatively short notice, we believe that backlog is not a good indicator of our future sales.

      Our net revenue consisted of sales to customers in the following countries for the periods indicated in the following table:
                                                                                   Year Ended December 31,

                                                                                  2001       2002       2003

                                    Taiwan                                          24 %       61 %          88 %
                                    Japan                                           18         15             6
                                    United States                                   49          8             1
                                    Malaysia                                         7         13            —
                                    Other                                            2          3             5

     In 2001, a large portion of our sales was made directly to OEMs, a significant number of which were located in the United States. In 2002
and 2003, our distribution model changed as we sold increasingly to ODMs, located principally in Taiwan.

Regulatory Environment and Industry Standards

      Our products and our customers‟ products transmit and receive radio signals across unlicensed, regulated spectrum. To certify our
products for use in a broad geographic market, we maintain communication with a variety of government and certification agencies in the
United States and international markets, including, but not limited to, Japan, China, Taiwan, South Korea, France, Germany and the United
Kingdom. As the wireless market is particularly influenced by regulations and policy on spectrum allocations and licensing provisions, this
direct contact gives us insight into market requirements and appropriate product plans. We have developed and

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obtained necessary certifications for certain proprietary technologies and algorithms that enable our products to roam between and adapt to
various standards and to international regulatory and operational requirements. These technologies are not necessarily exclusive to us, but have
been refined by us and are a requirement for many multinational equipment manufacturers.

      We intend to participate in, support our employees‟ participation in, or monitor, as appropriate, the activities of various standards bodies,
including the IEEE standards group, the European Telecommunications Standards, or ETSI, the International Telecommunications Union, or
ITU, the WiFi Alliance, WiMax, a nonprofit group formed to create and promote the development of wireless broadband standard 802.16,
Mobile Internet Technical Architecture, or MITA, and the World Radiocommunications Conference, or WRC.

      The rights to use unlicensed spectrum are subject to changes made by the government entities that allocate and regulate radio spectrum.
Changes in United States and international spectrum policy may limit or prevent our ability to sell products, require substantial engineering
effort and expense to address and work around any such changes, and substantially and adversely affect future revenue. In addition, our
products and our customers‟ products could be denied the regulatory certifications required to sell these products.

      Our products include encryption technologies that are regulated by the U.S. and foreign governments. We believe we are in compliance
with all export and import laws and regulations related to our encryption technologies. However, these laws and regulations may change and
limit our ability to continue to export and import our products internationally until we can adapt to these changes.

Intellectual Property

      Our success will depend in part on our ability to protect our intellectual property. We rely on a portfolio of intellectual property rights,
both foreign and domestic, including patents, trademark registrations, copyright rights, trade secrets, contractual provisions and licenses to
protect our intellectual property. Many of our issued patents and pending patent applications relate to algorithms, IC designs, software and
systems related to wireless communications and networking, with a focus on innovations we believe we have achieved in our implementations
of industry standards-compliant wireless networking.

      Patents

       As of December 31, 2003, we held 17 U.S. issued patents and 94 pending U.S. patent applications. We continue to pursue actively the
filing of additional patent applications in both the United States and foreign jurisdictions. Our domestic patents and applications have
expiration dates from September 2019 through December 2023.

       We may not receive competitive advantages from the rights granted under our patents and other intellectual property rights. Our
continued success and future growth is based on execution capability, technical expertise, speed of implementation and process management
abilities of our employees and our ability to defend our intellectual property. Our existing and future patents may be circumvented, blocked,
licensed to others or challenged as to inventorship, ownership, scope, validity or enforceability. It is possible that literature we may be advised
of by third parties in the future could negatively affect the scope or enforceability of either our present or future patents. Furthermore, our
pending and future patent applications may not issue with the scope of claims sought by us, if at all, or the scope of claims we are seeking may
not be sufficiently broad to protect our proprietary technologies. Others may develop technologies that are similar or superior to our proprietary
technologies, duplicate our proprietary technologies or design around the patents owned or licensed by us. If our products, patents or patent
applications are found to conflict with any patents held by third parties, we could be prevented from selling our products, our patents may be
declared invalid or our patent applications may not result in issued patents. In addition, in foreign countries, we may not receive effective
patent and trademark protection. We cannot be sure that steps we take to protect our proprietary technologies will prevent misappropriation of
our technologies.

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      Intellectual Property Litigation

       The wireless networking industry is characterized by frequent litigation and other vigorous protection and pursuit of intellectual property
rights or positions. There are also numerous patents in the wireless networking industry and new patents are being issued at a rapid rate. This
often results in significant and often protracted and expensive litigation. Questions of infringement in the wireless networking market involve
highly technical and subjective analyses. Litigation may be necessary in the future to enforce any patents we may be granted and other
intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend
against claims of infringement or invalidity, and we may not prevail in any future litigation. We have received from time to time in the past
written notices and offers from competitors or others claiming to have patent rights in certain technology and inviting us to license this
technology and related patent rights for use in our products and methods. For example, during the last few years, we received several written
notices or offers from our competitors and others claiming to have certain patents and technology that apply to the 802.11b, 802.11g and
802.11a wireless standards. These notices or offers have been made directly to us and through our U.S. and foreign customers. We have
responded directly, or indirectly through our customers, to all of these notices, and continue to correspond regarding the offers with some of the
parties that have sent the notices. None of these notices has resulted in litigation against us. We have received legal advice and opinions from
our patent counsel regarding these matters. We believe that the rights offered are either already licensed to us or our products do not infringe
any valid claim to the issued patents identified to date. We cannot assure you that any of these or other third-parties will not pursue litigation or
assert their patent and other intellectual property rights against us in the future. We have certain indemnification obligations to customers with
respect to infringement of third-party patents and intellectual property rights by our products. We cannot assure you that our potential
obligations to indemnify such customers will not harm us, our business or our financial condition and results of operations. The results of any
litigation are inherently uncertain. Any successful infringement claim or litigation against us could have a significant adverse impact on our
business.

      If it is necessary or desirable, we may seek licenses under third-party patents or other intellectual property rights. However, we cannot be
sure that third parties will offer licenses to us or that we will find and secure acceptable terms for any offered licenses. If we fail to obtain a
license from a third party for proprietary technologies that we use, we could incur substantial liabilities, or suspend sales or use of our products
or our use of processes requiring the technologies. Whether or not any litigation is determined in our favor or settled, it could cause us to incur
significant expenses, harm our sales of the challenged technologies or products and divert the attention and efforts of our technical and
management personnel, whether or not a court decides the litigation in our favor. Adverse determinations in litigation could result in the loss or
impairment of our proprietary rights, subject us to significant liabilities and money damages, require us to seek licenses from third parties,
cause us to spend significant resources and revenues to design around or develop non-infringing technology, or prevent us from licensing our
technology or selling our products, any of which could harm our business.

      Copyrights and Trademarks

     We claim copyright and trademark protection for proprietary documentation and a variety of branding marks. We also pursue foreign
copyrights and trademarks where applicable and necessary. The branding marks are sublicensed to our customers and used by them to identify
and promote their products‟ capabilities in markets, including, but not limited to, computing and consumer electronics. As of December 31,
2003, we held five registered U.S. trademarks.

      Licenses

      We also rely on third-party licensors for certain technologies embedded in our semiconductor, hardware and software designs. These are
typically non-exclusive contracts for general capabilities provided under royalty-accruing or paid-up licenses. These licenses are generally
perpetual or automatically renewed for so long as we continue to pay any royalty that may be due. We have entered into a number of licensing
arrangements pursuant to which we license third-party technologies. We do not believe our business is dependent to any significant degree on
any individual third-party license.

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      We generally enter into confidentiality agreements with our employees, vendors, industry partners and customers, as well as generally
control access to and distribution of our documentation and other proprietary information. Despite this protection, unauthorized parties may
copy aspects of our current or future software products or obtain and use information that we regard as proprietary.

       Certain software compatible with our chipsets has been made available to others through open source licensing agreements. We believe
that this has been a source of benefit and differentiation as it expands the market for our products and enables these products to benefit from the
design efforts of the open source community. This practice does provide to others some level of insight into the design and the features of our
products, although we maintain and retain proprietary rights to the substantial portion of our wireless capabilities.

Research and Development

      We engage in substantial research and development to develop new products and integrate additional capabilities in our core wireless
designs. We conduct research into digital and analog IC design, hardware reference board design, software reference code development,
systems integration and manufacturing process flow development at our corporate headquarters. We also perform test emulation, digital design
verification and application software development at our offices in India. We use a number of proprietary design tools and processes that
enable us to deliver high-performance wireless capabilities using low-cost manufacturing facilities. We employ a team of engineers with
extensive experience in mixed signal design, systems and communications architecture, CMOS technology and software development. Our
research and development expense was $23.1 million in 2001, $23.1 million in 2002 and $29.1 million in 2003.

Manufacturing

      We design and develop our proprietary designs and provide them to third-party foundries, contract manufacturers, ODMs, assembly and
test companies and other licensees and contractors to produce silicon wafers and semiconductors. We produce a variety of digital, analog and
mixed-signal chip designs using standard CMOS production facilities. The use of this process enables us to produce cost-effective products,
and we have proprietary rights to the particular design methodologies that we use to maintain high-performance levels on generic processes.

     We currently have in production products using 0.13-micron and 0.25-micron process geometries for wafer production at our principal
foundry, Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan, and also using 0.18-micron process at Semiconductor
Manufacturing International Corporation, or SMIC, in Shanghai, China. We also qualify and package wafers and test packaged units at
multiple locations, including, but not limited to, Amkor Technology Inc. (China), ASAT Holdings Limited (China), Siliconware Precision
Industries Co., Ltd. (Taiwan) and ST Assembly Test Services Ltd. (Singapore). We store and distribute our inventory from a contracted
warehouse in Singapore.

      We develop and control all product test and quality control programs used by our subcontractors. This includes semiconductor and
system-level hardware fixtures and programs located on-site at our subcontractors, at our corporate headquarters and at some of our sales and
support offices. We also develop and provide test and manufacturing quality control firmware and software for our subcontractors. We rely on
extensive simulation studies, practical application testing and standardized testbeds to validate and verify our products. Our major suppliers are
required to have a quality manufacturing system, certified International Organization for Standardization, or ISO, 9000 levels and appropriate
environmental control programs. To ensure consistent product quality, reliability and yield, we closely monitor the production cycle by
reviewing electrical, parametric and manufacturing process data from each wafer foundry and assembly subcontractor.

     We also maintain software test facilities at both our corporate headquarters and at our research and development facility in India. This
enables us to operate certain test processes on demand, so as to reduce the time-to-market of our designs and improve their reliability.

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Competition

      The notebook computer, enterprise access, small office and branch office networking, home networking, hotspots and consumer
electronics markets are intensely competitive with a variety of large and small companies providing semiconductors, hardware and software
designs. We believe that our focus on wireless technology has enabled us to compete favorably with respect to the following factors:

      •          product performance;

      •          feature set and quality, including network throughput, product range, power efficiency, security features, reliability and
                 consistency;

      •          level of integration;

      •          time-to-market;

      •          price;

      •          customer support and application support; and

      •          ability to comply with, and influence, industry standards and international regulatory requirements.

       We compete with large semiconductor manufacturers and designers and start-up semiconductor design companies as well as large,
established suppliers. Our primary competitors include Agere Systems, Inc., Broadcom Corporation, Conexant Systems, Inc., which is in the
process of merging with another competitor, GlobespanVirata, Inc., Intel Corporation, Marvell Technology Group Ltd. and Texas Instruments
Incorporated. Most of our current and potential competitors have longer operating histories, significantly greater resources and name
recognition, and a larger base of customers than we do. Many of our competitors also have significant influence in the semiconductor industry.
We may not be able to compete effectively against current and potential customers, especially those with significantly greater resources and
market leverage. As a result, these competitors may respond more quickly than we do to new or emerging technologies or changes in customer
requirements. Moreover, our competitors may foresee the course of market developments more accurately than we can. In addition, some of
our larger competitors may be able to provide greater incentives to customers through rebates and marketing development funds and similar
programs. Furthermore, some of our competitors with multiple product lines may integrate wireless functionality into products that we do not
sell or bundle their products to offer a broader product portfolio, which may make it difficult for us to gain or maintain market share. For
example, Intel recently introduced its Centrino mobile technology brand and we believe Intel provides a substantial marketing development
fund incentive for buyers of a combination of its microprocessor, a related chipset and an 802.11 wireless network module that uses the brand.
We believe a separate WLAN chipset solution offers advantages to a solution integrated with other communications protocols because of the
rapid changes in WLAN technologies that occur on a different cycle than those of other communications technologies and due to the significant
differences in the performance available from standalone solutions. Our competitors may be able to adopt more aggressive pricing policies and
devote greater resources to the development, promotion and sale of their products than we can. In addition, new competitors, including
Taiwanese semiconductor companies or alliances among existing competitors could emerge.

      Many of our customers are also large, established integrated circuit suppliers. Our sales to and support of such customers may enable
them to become a source of competition to us, despite our efforts to protect our intellectual property rights. Competition could increase pressure
on us to lower our prices and lower our margins. If we do not compete successfully, we will be unable to gain or retain market share.

Employees

     As of December 31, 2003, we employed 184 full-time employees, including 128 in research and development and operations, 39 in sales
and marketing, and 17 in general and administration. We have never had a work stoppage and none of our employees is represented by a labor
organization nor under any collective bargaining arrangements. We consider our employee relations to be good.

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Facilities

       Our corporate headquarters and primary research and development and operations facilities occupy approximately 56,340 square feet in
Sunnyvale, California under leases that expire in June 2005. We also lease properties around the world and within the facilities of certain
customers and suppliers for use as sales and support offices, warehouses and logistics centers and test facilities. The size and location of these
properties change from time to time based on business requirements. We do not own any manufacturing facilities, and we contract and license
to third parties the production and distribution of our chipsets, hardware and software. Our international sales and support offices are in
locations within the countries and administrative regions of China, Hong Kong, Japan and Taiwan, and we have a research and development
facility in India. We believe our space is adequate for our current needs and that suitable additional or substitute space will be available to
accommodate foreseeable expansion of our operations.

Legal Proceedings

       We are not involved in any legal matters that management believes will have a material adverse effect on our business. Many companies
in the semiconductor, networking and software industries have a significant number of patents and have demonstrated a willingness to instigate
litigation based on allegations of patent, trademark and other claims of infringement. From time to time, we have received, and expect to
continue to receive, notices of claims of infringement, misappropriation or misuse of other parties‟ proprietary rights. Some of these claims
may lead to litigation. We cannot assure you that we will prevail in these actions, or that other actions alleging infringement by us of third-party
patents and trademarks, misappropriation or misuse by us of third-party trade secrets or the validity of our patents will not be asserted or
prosecuted against us, or that any assertions of infringement, misappropriation or misuse or prosecutions seeking to establish the validity of our
patents will not materially or adversely affect our business, financial condition and results of operations.

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                                                               MANAGEMENT

Executive Officers and Directors

       The following table shows information about our executive officers and directors:
Name                                                         Age    Position(s)

Craig H. Barratt                                             41     President, Chief Executive Officer and Director
Jack R. Lazar                                                38     Vice President, Chief Financial Officer and Secretary
Richard G. Bahr                                              49     Vice President of Engineering
Thomas J. Foster                                             47     Vice President of Worldwide Sales
Paul G. Franklin                                             60     Vice President of Operations
Colin L.M. Macnab                                            42     Vice President of Marketing and Business Development
Adam H. Tachner                                              37     Vice President, General Counsel and Assistant Secretary
John L. Hennessy(2)(3)                                       51     Chairman of the Board
Forest Baskett(1)(2)                                         60     Director
William B. Elmore(2)(3)                                      50     Director
Teresa H. Meng                                               42     Director
Marshall L. Mohr(1)                                          48     Director
Andrew S. Rappaport(1)(3)                                    46     Director

(1)    Member of the Audit Committee
(2)    Member of the Compensation Committee
(3)    Member of the Nominating and Corporate Governance Committee

      Craig H. Barratt has served as our President and Chief Executive Officer since March 2003 and as a director since May 2003. From April
2002 until March 2003, Dr. Barratt served as our Vice President of Technology. Prior to joining us, from September 1992 to March 2002, Dr.
Barratt served in a variety of positions for ArrayComm Inc., a wireless technology company, most recently as Executive Vice President and
General Manager. Dr. Barratt holds a Ph.D. and a Master of Science degree from Stanford University, and a Bachelor of Engineering degree in
electrical engineering and a Bachelor of Science degree in pure mathematics and physics from Sydney University in Australia.

       Jack R. Lazar has served as Vice President and Chief Financial Officer since September 2003 and as our Secretary since November 2003.
Prior to joining us, from May 2002 to September 2003, Mr. Lazar was an independent business and financial consultant. From August 1999 to
May 2002, Mr. Lazar served in a variety of positions at NetRatings, Inc., a publicly traded Internet audience measurement and analysis
company, most recently as Executive Vice President of Corporate Development, Chief Financial Officer and Secretary. Prior to joining
NetRatings, from January 1996 to August 1999, Mr. Lazar was Vice President and Chief Financial Officer of Apptitude, Inc. (formerly
Technically Elite, Inc. and acquired by hi/fn, inc. in 2000), a developer and manufacturer of network management solutions. Mr. Lazar is a
certified public accountant and holds a Bachelor of Science degree in commerce with an emphasis in accounting from Santa Clara University.

      Richard G. Bahr has served as our Vice President of Engineering since February 2000. Prior to joining us, from July 1991 to February
2000, Mr. Bahr was the Vice President of Engineering for Silicon Graphics, Inc., a computing, visualization and storage company. Mr. Bahr
holds a Bachelor of Science degree and a Master of Science degree in electrical engineering from the Massachusetts Institute of Technology.

      Thomas J. Foster has served as our Vice President of Worldwide Sales since November 2001. Prior to joining us, from December 1997 to
November 2001, Mr. Foster was the Vice President of Asia Sales at Virata Corp., a supplier of communications processors for DSL, satellite,
wireless and other broadband networking equipment. Mr. Foster holds a Bachelor of Science degree in business management from Virginia
Polytechnic Institute and State University, Blacksburg, Virginia.

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       Paul G. Franklin joined us in November 2003 as our Director of Operations and has served as our Vice President of Operations since
December 2003. Prior to joining us, from October 2001 to November 2003, Mr. Franklin was an independent operations and financing
consultant in the semiconductor industry. From September 1992 to September 2001, Mr. Franklin served in various positions in semiconductor
operations and business development at SONICblue Incorporated (formerly S3 Incorporated), a provider of consumer digital entertainment
products, most recently as its Senior Vice President of Business Development and Investments. In March 2003, SONICblue filed a voluntary
petition under Chapter 11 of the Federal Bankruptcy Code. Mr. Franklin attended Arizona State University.

     Colin L.M. Macnab has served as our Vice President of Marketing and Business Development since October 2003. Prior to joining us,
from April 2002 to October 2003, Mr. Macnab was an independent technology and business consultant. From March 1998 to April 2002, Mr.
Macnab was the President and Chief Executive Officer of Morphics Technology, Inc., a communications systems company that he helped
found in March 1998. Mr. Macnab holds a Bachelor of Science degree in electrical engineering from the University of Glasgow in Scotland.

      Adam H. Tachner has served as our Vice President and General Counsel since August 2003. From October 2000 until August 2003, Mr.
Tachner was our Intellectual Property Counsel. Prior to joining us, from September 1994 to September 2000, Mr. Tachner was an associate
attorney with Crosby, Heafy, Roach & May, P.C., a law firm. Mr. Tachner holds a J.D. from the University of Oregon School of Law, a
Bachelor of Science degree in electrical engineering from California State University and a Bachelor of Arts degree in social science from the
University of California at Berkeley.

     John L. Hennessy , one of our founders, has served as Chairman of our board of directors since our inception in May 1998. Since
September 2000, Dr. Hennessy has served as the President of Stanford University, where he has been a member of the faculty since 1977. From
1999 to 2000, Dr. Hennessy was the Provost of Stanford. Prior to becoming Provost, from 1996 to 1999, Dr. Hennessy served as the Dean of
Stanford‟s School of Engineering. Dr. Hennessy is a member of the Board of Directors of Cisco Systems Inc., a manufacturer of networking
equipment. Dr. Hennessy is a fellow of the Institute of Electrical and Electronics Engineers. Dr. Hennessy holds a Ph.D. and a Master of
Science degree in computer science from the State University of New York, Stony Brook and a Bachelor of Science degree in electrical
engineering from Villanova University.

      Teresa H. Meng , one of our founders, has served on our board of directors since our inception in May 1998. Since October 2000, Dr.
Meng has served as a consultant to us. From May 1998 to October 1999, Dr. Meng was our President and Chief Executive Officer. Dr. Meng
joined the faculty of Stanford University‟s Electrical Engineering Department in 1988, and in 2003, Dr. Meng was appointed the Reid Weaver
Dennis Professorship. Dr. Meng is a fellow of the Institute of Electrical and Electronics Engineers. Dr. Meng holds both a Ph.D. and a Master
of Science degree in electrical engineering and computer science from the University of California at Berkeley and a Bachelor of Science
degree in electrical engineering from National Taiwan University.

     Forest Baskett has served as one of our directors since March 2000. Since September 1999, Dr. Baskett has been a venture partner with
New Enterprise Associates, a venture capital firm. From July 1986 to August 1999, Dr. Baskett served as Chief Technology Officer and Senior
Vice President of Research and Development of Silicon Graphics, Inc., a computing, visualization and storage company. Dr. Baskett holds a
Ph.D. in computer science from the University of Texas at Austin and a Bachelor of Arts degree in mathematics from Rice University.

     William B. Elmore has served as one of our directors since December 1998. Since 1995, Mr. Elmore has been a manager of Foundation
Capital Management Co. II, LLC, the general partner of Foundation Capital II, LP and the managing member of Foundation Capital II
Entrepreneurs Fund, LLC and Foundation Capital II Principals Fund, LLC, a venture capital firm. Mr. Elmore is also a manager of FC
Leadership Management Co., LLC, which is the general partner of Foundation Capital Leadership Fund, L.P. and the managing member of

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Foundation Capital Leadership Principals Fund, LLC. Mr. Elmore serves on the board of directors of Onyx Software Corporation, a software
company, and Wind River Systems, Inc., an embedded systems software company. Mr. Elmore holds an M.B.A. from the Stanford Graduate
School of Business, and a Bachelor of Science degree and Master of Science degree in electrical engineering from Purdue University.

     Andrew S. Rappaport has served as one of our directors since December 1998. Since 1996, Mr. Rappaport has been a partner with August
Capital, a venture capital firm. Since 1997, Mr. Rappaport has served on the Board of Directors of Silicon Image, Inc., a semiconductor
company. Mr. Rappaport attended Princeton University.

      Marshall L. Mohr has served as one of our directors since November 2003. Since July 2003, Mr. Mohr has been the Chief Financial
Officer of Adaptec, Inc., a provider of storage infrastructure solutions. Prior to Adaptec, Mr. Mohr served for 22 years in a variety of positions
at PricewaterhouseCoopers, most recently as managing partner of PricewaterhouseCoopers‟ Silicon Valley audit advisory practice. Mr. Mohr is
a certified public accountant and holds a Bachelor of Business Administration degree from Western Michigan University.

Board of Directors

      Our bylaws currently provide for a board of directors consisting of not less than six nor more than 11 members. We currently have
authorized nine directors. Upon completion of this offering, the board of directors will be divided into three classes, each serving staggered
three-year terms:

      •          Our Class I directors will include Craig H. Barratt, Marshall L. Mohr and Andrew S. Rappaport, and their terms will expire at
                 the first annual meeting of stockholders following the date of this prospectus;

      •          Our Class II directors will include Teresa H. Meng and Forest Baskett, and their terms will expire at the second annual meeting
                 of stockholders following the date of this prospectus; and

      •          Our Class III directors will include John L. Hennessy and William B. Elmore, and their terms will expire at the third annual
                 meeting of stockholders following the date of this prospectus.

      As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the
remainder of their respective terms. Each officer is elected by the board of directors and serves at its discretion. This classification of the board
of directors may delay or prevent a change in control of Atheros or in our management.

     Each of our executive officers and directors, other than non-employee directors, devotes his or her full time to our affairs. Our
non-employee directors devote the amount of time to our affairs as is necessary to discharge their duties.

      There are no family relationships among any of our directors or executive officers.

Board Committees

     As of the closing of this offering, our board of directors will have an audit committee, a compensation committee and a nominating and
corporate governance committee, each of which will have the composition and responsibilities described below:

      Audit Committee . The audit committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations in
matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services
performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal accounting
controls. The audit committee also oversees the audit efforts of our independent accountants and takes those actions as it deems necessary to
satisfy itself that the accountants are independent of management. The audit committee currently consists of

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Marshall L. Mohr, Forest Baskett and Andrew S. Rappaport, each of whom is a non-management member of our board of directors. Mr. Mohr
is our audit committee financial expert as currently defined under Securities and Exchange Commission rules. We believe that the composition
of our audit committee meets the criteria for independence under, and the functioning of our audit committee complies with the applicable
requirements of, the Sarbanes-Oxley Act of 2002, the current rules of the Nasdaq Stock Market and Securities and Exchange Commission rules
and regulations. We intend to comply with future audit committee requirements as they become applicable to us.

       Compensation Committee . The compensation committee determines our general compensation policies and the compensation provided
to our directors and officers. The compensation committee also reviews and determines bonuses for our officers and other employees. In
addition, the compensation committee reviews and determines equity-based compensation for our directors, officers, employees and
consultants and administers our stock option plans and employee stock purchase plan. The current members of the compensation committee are
Forest Baskett, William B. Elmore and John L. Hennessy, each of whom is a non-management member of our board of directors. We believe
that the composition of our compensation committee meets the criteria for independence under, and the functioning of our compensation
committee complies with the applicable requirements of, the Sarbanes-Oxley Act of 2002, the current rules of the Nasdaq Stock Market and
Securities and Exchange Comission rules and regulations. We intend to comply with future compensation committee requirements as they
become applicable to us.

      Nominating and Corporate Governance Committee . The nominating and corporate governance committee is responsible for making
recommendations to the board of directors regarding candidates for directorships and the size and composition of the board. In addition, the
nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making
recommendations to the board concerning corporate governance matters. The current members of the nominating and governance committee
are, William B. Elmore, John L. Hennessy and Andrew S. Rappaport. We believe that the composition of our nominating and governance
committee meets the criteria for independence under, and the functioning of our nominating and corporate governance committee complies
with the applicable requirements of, the Sarbanes-Oxley Act of 2002, the Nasdaq Stock Market and Securities and Exchange Commission rules
and regulations. We intend to comply with future nominating and corporate governance committee requirements as they become applicable to
us.

Director Compensation

      Except as we otherwise describe below, we have not paid any cash compensation to members of our board of directors for their services
as directors.

      We reimburse the directors for reasonable expenses in connection with attendance at board and committee meetings. Directors also are
eligible to receive and have received stock options under our 1998 stock incentive plan. The exercise price of stock options to directors is based
on the fair market value as determined by our board of directors on the date of grant. The following non-employee directors have received
stock options under our 1998 stock incentive plan through January 15, 2004 as follows:
                                                                         Number of Shares
                                                                           Underlying              Exercise Price      Date of
                    Name                                                 Options Granted            Per Share          Grant

                    Teresa H. Meng                                               120,000       $              1.29      8/8/01
                                                                                 120,000                      1.29     3/13/02
                                                                                  45,000                      1.29     3/12/03
                                                                                  45,000                      7.00     1/14/04
                    Forest Baskett                                                50,000                      0.67     5/10/00
                    Marshall L. Mohr                                              50,000                      2.50    11/24/03

      Outside directors will receive nondiscretionary, automatic grants of nonstatutory stock options under our 2004 stock incentive plan. An
outside director will be automatically granted an initial option to purchase

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50,000 shares upon first becoming a member of our board of directors. The initial option vests and becomes exercisable over four years, with
the first 25% of the shares subject to the initial option vesting on the first anniversary of the date of grant and the remainder vesting monthly
thereafter. Immediately after each of our regularly scheduled annual meetings of stockholders, each outside director will be automatically
granted a nonstatutory option to purchase 10,000 shares of our common stock, provided the director has served on our board for at least six
months. Each annual option to outside directors who are first elected to the board of directors on or after November 1, 2003 shall vest and
become exercisable ratably over 48 months and to the other outside directors shall vest and become exercisable ratably over 12 months. The
options granted to outside directors will have a per share exercise price equal to 100% of the fair market value of the underlying shares on the
date of grant, and will become fully vested if we are subject to a change of control. See “Employee Benefit Plans — 2004 Stock Incentive
Plan.”

      We have a consulting agreement with Teresa H. Meng, who is a director, entered into on January 1, 2003, under which Dr. Meng is an
independent contractor providing engineering services such as design advice, competitive analysis, recruiting assistance and general technical
consultation. Dr. Meng is entitled to the following compensation: $2,500 per week for weeks in which Dr. Meng provides one day of service
per week, and $21,666 per month for months in which Dr. Meng provides five days of service per week, and reimbursement for reasonable
out-of-pocket expenses previously approved in writing. Dr. Meng is also eligible for participation in our executive bonus plan for 2003. We
paid Dr. Meng $137,707 (including a $7,500 bonus) in 2002 and $176,869 (including a $15,625 bonus) in 2003 for her services as a consultant.

Compensation Committee Interlocks and Insider Participation

    No interlocking relationship exists between our board of directors or compensation committee and the board of directors or compensation
committee of any other entity, nor has any interlocking relationship existed in the past.

Executive Compensation

     The following table summarizes all compensation paid to our Chief Executive Officer and to our four other most highly compensated
executive officers whose total annual salary and bonus exceeded $100,000, for services rendered in all capacities to us in 2002 and 2003.

                                                        Summary Compensation Table
                                                                                                               Long-Term           All Other
                                                               Year            Annual Compensation            Compensation       Compensation

                                                                                                                Shares
                                                                                                               Underlying
Name and Position(s)                                                         Salary           Bonus(1)          Options

Craig H. Barratt                                               2003       $ 258,000          $ 90,300           1,700,000                  —
  President and Chief Executive Officer(2)                     2002         168,742            25,830             600,000                  —
Richard A. Redelfs(3)                                          2003          98,671            25,068                  —         $    250,000 (4)
  Former President and Chief Executive Officer                 2002         216,667            55,000                  —                   —
Richard G. Bahr                                                2003         265,000            79,500              80,000                  —
  Vice President of Engineering                                2002         225,000            40,000             280,000                  —
Thomas J. Foster                                               2003         183,000                —              100,000             213,883 (5)
  Vice President of Worldwide Sales                            2002         187,500                —               45,000              93,761 (6)
Adam H. Tachner(7)                                             2003         205,000            61,500             140,000                  —
  Vice President, General Counsel and Assistant
  Secretary
Ranendu M. Das(8)                                              2003           190,500           47,625             40,000              95,250 (9)
  Former Vice President of Operations                          2002           166,500           40,000             55,000                  —

(1)    We generally pay bonuses in the year following the year in which they were earned. Bonus amounts in the table are reported for the year
       in which they were earned even if they were paid in the following year.

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(2)    Dr. Barratt became President and Chief Executive Officer in March 2003.

(3)    Mr. Redelfs served as our President and Chief Executive Officer until March 2003.

(4)    Consists of severance payments.

(5)    Consists of sales commissions.

(6)    Consists of $67,961 of sales commissions and $25,800, the aggregate value, calculated as of the date of grant, of 20,000 shares of
       common stock awarded to Mr. Foster in 2003 for services rendered in 2002.

(7)    Mr. Tachner became our Vice President and General Counsel in August 2003.

(8)    Dr. Das served as our Vice President of Operations until December 2003.

(9)    Consists of the aggregate amount of severance payments pursuant to a December 2003 agreement that are payable through July 15, 2004.

      In addition, Jack R. Lazar became our Chief Financial Officer in September 2003, Colin L.M. Macnab became our Vice President of
Marketing and Business Development in October 2003 and Paul G. Franklin became our Vice President of Operations in December 2003. The
salaries for Mr. Lazar, Mr. Macnab and Mr. Franklin on an annualized basis for 2003 would be $250,000, $240,000 and $230,000, respectively.

Stock Options

      The following tables set forth certain information for the year ended December 31, 2003 with respect to stock options granted to and
exercised by the individuals named in the Summary Compensation Table above. The percentage of total options granted is based on an
aggregate of 6,199,350 options granted to employees in 2003.

                                                             Option Grants in 2003
                                                                                                                              Potential Realizable
                                                                                                                               Value at Assumed
                                                                                                                             Annual Rates of Stock
                                                                                                        Expiration            Price Appreciation
                                                              Individual Grants                          Date(2)              for Option Term(3)

                                             Number of          % of Total
                                              Shares             Options
                                             Underlying         Granted to
                                              Options          Employees in           Exercise Price
                                              Granted             2003                Per Share(1)




Name                                                                                                                         5%                 10%

Richard A. Redelfs                                   —                   —                         —            —                 —                   —
Craig H. Barratt                              1,700,000                27.4 %     $              1.29     04/09/13       $                  $
Richard G. Bahr                                  80,000                 1.3                      1.29     03/12/13
Thomas J. Foster                                 80,000                 1.3                      1.29     03/12/13
Adam H. Tachner                                  40,000                 0.6                      1.29     03/12/13
                                                100,000                 1.6                      2.50     11/12/13
Ranendu M. Das                                   40,000                 0.6                      1.29     03/12/13

(1)    The exercise price for each grant is equal to 100% of the fair market value of our common stock on the date of grant.

(2)    The options have a term of 10 years, subject to earlier termination in certain events related to termination of employment.

(3)    Potential realizable values are calculated by:

       •         multiplying the number of shares of our common stock subject to a given option by the mid-point of the initial public offering
                 price range of $    per share;
•        assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rates shown in the
         table for the entire ten-year term of the option; and

•        subtracting from that result the total option exercise price.

The 5% and 10% assumed rates of appreciation are suggested by the rules of the Securities and Exchange Commission and do not
represent our estimate or projection of the future common stock price. There can be no assurance that any of the values reflected in the
table will be achieved.

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      In January 2004, we granted to the following executive officers options to purchase the number of shares of common stock indicated at an
exercise price of $7.00 per share: Craig H. Barratt, 200,000 shares; Jack R. Lazar, 40,000 shares; Richard G. Bahr, 200,000 shares; and Thomas
J. Foster, 80,000 shares.

                                           Aggregated Option Exercises in 2003 and Year-End Option Values

           The following table assumes a per-share fair market value equal to $       , the mid-point of the initial public offering price of
$            .
                                                                                                                                Value of Unexercised
                                                 Shares                                Number of Unexercised                  In-the-Money Options at
                                               Acquired on          Value             Options at Fiscal Year-End                 Fiscal Year-End(3)
Name                                            Exercise           Realized           Exercisable/Unexercisable               Exercisable/Unexercisable

Richard A. Redelfs                                     —                 —                           100,000/—            $                           /—
Craig H. Barratt                                   29,000                —                         2,271,000/—                                        /—
Richard G. Bahr                                        —                 —                           435,000/—                                        /—
Thomas J. Foster                                       —                 —                           425,000/—                                        /—
Adam H. Tachner                                        —                 —                           183,500/—                                        /—
Ranendu M. Das                                         —                 —                            10,000/—                                        /—

Employee Benefit Plans

           1998 Stock Incentive Plan

     Our 1998 stock incentive plan was adopted by our board of directors in October 1998 and was subsequently approved by our
stockholders.

      As of December 31, 2003, 1,560,680 shares of common stock remained available for future issuance under our 1998 stock incentive plan.
As of December 31, 2003, options to purchase a total of 10,541,172 shares of common stock were outstanding under the 1998 stock incentive
plan at a weighted average exercise price of $1.53 per share.

      Following the completion of this offering, no shares of our common stock will remain available for future issuance under the 1998 stock
incentive plan. Shares that are subject to options that expire, terminate, or are cancelled, that are forfeited or as to which options have not been
granted under the 1998 stock incentive plan will become available for issuance under our 2004 stock incentive plan after this offering is
completed, as described below.

        The 1998 stock incentive plan provided for the granting of incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, to employees, officers and employee directors and the granting of nonstatutory stock options and stock
purchase rights to employees, officers, directors (including non-employee directors) and consultants. The administrator determined the term of
options, which was prohibited from exceeding 10 years (five years in the case of an incentive stock option granted to a stockholder holding
more than 10% of the voting shares of our company). To the extent an optionee would have the right in any calendar year to exercise for the
first time one or more incentive stock options for shares having an aggregate fair market value in excess of $100,000, any such excess options
would be treated as nonstatutory stock options.

      No option may be transferred by the optionee other than by will or the laws of descent or distribution. Each option may be exercised
during the lifetime of the optionee only by such optionee. Options granted under the 1998 stock incentive plan generally are immediately
exercisable and vest at the rate of / 4 of the total number of shares subject to the options 12 months after the vesting commencement date,
                                       1


and / 48 of the total number of shares subject to the options each month thereafter.
       1




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      The 1998 stock incentive plan provides that in the event of a recapitalization, stock split or similar capital transaction, we will make
appropriate adjustments in order to preserve the benefits of options outstanding under the plan. If we are involved in a merger or consolidation,
options granted under the 1998 stock incentive plan may be terminated immediately prior to the effective date of such transaction, unless the
surviving or acquiring company assumes them.

      2004 Stock Incentive Plan

      General . The 2004 stock incentive plan was adopted by our board of directors in January 2004 subject to stockholder approval, and
will become effective upon the completion of this offering.

     Administration . The 2004 stock incentive plan will be administered by our compensation committee. The 2004 stock incentive plan
provides for the grant of options to purchase shares of common stock, restricted stock, stock appreciation rights and stock units. Incentive stock
options may be granted only to employees. Nonstatutory stock options and other stock-based awards may be granted to employees,
non-employee directors, advisors and consultants.

      The board of directors will be able to amend or modify the 2004 stock incentive plan at any time, with stockholder approval, if required.

      Authorized Shares . 3,000,000 shares of common stock have been authorized for issuance under the 2004 stock incentive plan. However,
no participant in the 2004 stock incentive plan can receive option grants or stock appreciation rights for more than 1,250,000 shares total in any
calendar year, or for more than 3,000,000 shares total in the first year of service. The number of shares reserved for issuance under the 2004
stock incentive plan will be increased on the first day of each of our fiscal years from 2005 through 2013 by the lesser of: 5,000,000 shares; 5%
of our outstanding common stock on the last day of the immediately preceding fiscal year; or the number of shares determined by the board of
directors.

      In addition, all shares available for issuance under our 1998 stock incentive plan that will cease to be available for future grant under that
plan upon completion of this offering will instead be available for issuance under the 2004 stock incentive plan. This includes shares subject to
outstanding options under our 1998 stock incentive plan that expire, terminate or are cancelled before being exercised, and unvested shares that
are forfeited pursuant to that plan. As of December 31, 2003, under the 1998 stock incentive plan, there were 1,560,680 shares of common
stock available for future issuance, 10,541,172 outstanding options and 747,503 unvested shares that could become available under the 2004
stock incentive plan.

   Plan Features

      Under the 2004 stock incentive plan:

      •          We expect that options granted to optionees other than outside directors will generally vest as to 25% of the shares one year
                 after the date of grant and as to 2.0833% of the shares each month thereafter.

      •          Nondiscretionary, automatic grants of nonstatutory stock options will be made to outside directors. An outside director will be
                 granted automatically an initial option to purchase 50,000 shares upon first becoming a member of our board of directors. The
                 initial option vests and becomes exercisable over four years, with the first 25% of the shares subject to the initial option vesting
                 on the first anniversary of the date of grant and the remainder vesting monthly thereafter. Immediately after each of our
                 regularly scheduled annual meetings of stockholders, each outside director will be automatically granted a nonstatutory option
                 to purchase 10,000 shares of our common stock, provided the director has served on our board for at least six months. Each
                 annual option to outside directors who are first elected to the board of directors on or after November 1, 2003 shall vest and
                 become exercisable ratably over 48 months and to the other outside directors shall vest and become

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                exercisable ratably over 12 months. The options granted to outside directors will have a per share exercise price equal to 100%
                of the fair market value of the underlying shares on the date of grant, and will become fully vested if we are subject to a change
                of control.

      •          Generally, if we merge with or into another corporation, we may accelerate the vesting or exercisability of outstanding options
                 and terminate any unexercised options unless they are assumed or substituted for by any surviving entity or a parent or
                 subsidiary of the surviving entity.

      •          The plan terminates ten years after its initial adoption, unless earlier terminated by the board. The board of directors may amend
                 or terminate the plan at any time, subject to stockholder approval where required by applicable law. Any amendment or
                 termination may not impair the rights of holders of outstanding awards without their consent.

      2004 Employee Stock Purchase Plan

      General. Subject to stockholder approval, the board of directors adopted our 2004 employee stock purchase plan in January 2004, to
be effective on completion of this offering. A total of 1,000,000 shares of common stock have been reserved for issuance under our employee
stock purchase plan. The number of shares reserved for issuance under the employee stock purchase plan will be increased on the first day of
each of our fiscal years from 2005 through 2013 by the lesser of: 1,000,000 shares; 1.25% of our outstanding common stock on the last day of
the immediately preceding fiscal year; or the number of shares determined by the board of directors.

      Administration . Our 2004 employee stock purchase plan, which is intended to qualify under Section 423 of the Internal Revenue Code,
will be administered by the board of directors or by a committee appointed by the board. Employees, including our officers and employee
directors but excluding 5% or greater stockholders, are eligible to participate if they are customarily employed for more than 20 hours per week
and for more than five months in any calendar year. Our 2004 employee stock purchase plan permits eligible employees to purchase common
stock through payroll deductions, which may not exceed 15% of an employee‟s total compensation. The maximum number of shares a
participant may purchase during a single purchase period is 2,500 shares.

      Offering and Purchase Periods . The 2004 employee stock purchase plan will be implemented by a series of overlapping offering
periods of 24 months‟ duration, with new offering periods, other than the first offering period, beginning in May and November of each year,
except as otherwise determined by our board of directors. Purchase periods for our 2004 employee stock purchase plan will each have a
duration of six months, unless otherwise determined by our board of directors. During each purchase period, payroll deductions will
accumulate, without interest. On the last day of each purchase period, accumulated payroll deductions will be used to purchase common stock.
The initial offering period is expected to begin on the date of this offering and end in November 2005. The initial purchase period is expected
to begin on the date of this offering and end in May 2004.

      The purchase price will be equal to 85% of the fair market value per share of common stock on either the first trading day of the offering
period or on the last trading day of the purchase period, whichever is less. Employees may withdraw their accumulated payroll deductions at
any time. Participation in our 2004 employee stock purchase plan ends automatically on termination of employment with us. Immediately
before a corporate reorganization, the offering period and purchase period then in progress shall terminate and stock will be purchased with the
accumulated payroll deductions, unless the 2004 employee stock purchase plan is assumed by the surviving corporation or its parent
corporation under the plan of merger or consolidation.

      401(k) Plan

     We have established a tax-qualified employee savings and retirement plan for which our employees are generally eligible. Under our
401(k) Plan, employees may elect to reduce their compensation and have the

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amount of this reduction contributed to the 401(k) Plan. We do not make matching contributions. The 401(k) Plan is intended to qualify under
Section 401 of the Internal Revenue Code, so that contributions to the 401(k) Plan, and income earned on plan contributions, are not taxable to
employees until withdrawn from the 401(k) Plan, and so that contributions by us, if any, will be deductible by us when made.

Employment Agreements and Change in Control Arrangements

       We have an offer letter with Craig H. Barratt, our Chief Executive Officer, entered into on April 9, 2003, under which Dr. Barratt was
entitled to an annual salary of $258,000. In January 2004, Dr. Barratt‟s annual salary was increased to $280,000. Dr. Barratt is eligible for an
annual bonus pursuant to our bonus program as determined by the board of directors. Pursuant to this letter, Dr. Barratt was granted an option
to purchase 1,700,000 shares vesting over four years from the date of grant. In the event Dr. Barratt is terminated without cause, or resigns for
good reason within 12 months following a change of control, 50% of his unvested shares will vest. In the event Dr. Barratt is terminated other
than for cause, he is entitled to a lump severance payment equal to six months of base salary, automatic vesting of six months of all unvested
options, and the extension of the exercise period for his options to the earlier of two years following the termination date or ten years following
the grant date of the options.

      We have an employment agreement with Richard G. Bahr, entered into on February 15, 2000, under which Mr. Bahr is entitled to an
annual salary of $250,000. In January 2004, Mr. Bahr‟s annual salary was increased to $275,600. Pursuant to this agreement, Mr. Bahr was
granted an option to purchase of 600,000 shares with the first 25% vesting after one year of employment and the remaining shares vesting
monthly over the following 36 months. In the event Mr. Bahr is involuntarily or constructively terminated within 13 months following a change
of control, the vesting of these shares will be accelerated by the lesser of one year or 50%. In the event Mr. Bahr is terminated without cause,
he is entitled to two weeks‟ notice or two weeks‟ pay in lieu of notice.

     We have an employment agreement with Thomas J. Foster, entered into on October 22, 2001, under which Mr. Foster is entitled to an
annual base salary of $175,000. In January 2004, Mr. Foster‟s annual salary was increased to $200,001. Pursuant to this agreement, Mr.
Foster‟s annual target salary at 100% of quota is $325,000. During the first three months of Mr. Foster‟s employment he was entitled to a
guaranteed monthly salary of $27,083. Mr. Foster was granted an option to purchase 300,000 shares with the first 25% vesting after one year of
employment and the remaining shares vesting monthly over the following 36 months. In the event Mr. Foster is involuntarily or constructively
terminated within 13 months following a change of control, the vesting of these shares will be accelerated by the lesser of six months or 50%
and he will receive six months of his annual target salary.

      We had an employment agreement with Ranendu M. Das, entered into on June 7, 2000, under which Dr. Das was entitled to an annual
salary of $175,000. Pursuant to this agreement, Dr. Das was granted an option to purchase of 400,000 shares with the first 25% vesting after
one year of employment and the remaining shares vesting monthly over the following 36 months. In connection with the departure of Dr. Das
in December 2003, we entered into an agreement pursuant to which we agreed to pay Dr. Das an aggregate of $95,250 in severance payments
through July 15, 2004 and to continue to vest 410,000 shares subject to options through that date. We also agreed that he would be eligible to
receive any earned bonus for 2003.

     In connection with his transition from president and chief executive officer, we entered into an agreement dated March 21, 2003 with
Richard A. Redelfs, pursuant to which we paid him $250,000 in severance over a six-month period, a $25,068 pro rata bonus for 2003 and a
$25,000 bonus for performance in 2002. We also accelerated the vesting of 2,200,000 shares he had acquired upon exercise of options and
100,000 shares subject to options, the term of which was extended for five years. In addition, as described in “Related Party Transactions —
Indebtedness of Management,” we extended the term of a $108,900 loan, subject to the satisfaction of certain specified conditions.

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Indemnification Agreements

      We also enter into agreements to indemnify our directors and executive officers. We believe that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive officers. Our certificate of incorporation and our bylaws contain
provisions that limit the liability of our directors. A description of these provisions is contained under the heading “Description of Common
Stock — Limitation of Liability and Indemnification Matters.”

      Securities Act Limitations

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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                                                      RELATED PARTY TRANSACTIONS

Sale of Common and Preferred Stock

      Since inception, we have sold an aggregate of 30,043,580 shares of preferred stock in the following rounds of financing:

      •          in December 1998, March 1999 and May 1999, we sold an aggregate of 12,050,000 shares of series A preferred stock at a price
                 of $1.00 per share;

      •          in March 2000, we sold 7,673,014 shares of series B preferred stock at a price of $3.335 per share; and

      •          in April 2001, we sold 10,320,566 shares of series C preferred stock at a price of $6.46 per share.

     Immediately prior to completion of this offering, each share of series A, series B and series C preferred stock will convert into one share
of common stock.

Transactions with Management and 5% Stockholders

       The table below summarizes purchases, valued in excess of $60,000, of shares of our capital stock by our directors, executive officers and
entities owning more than 5% of our outstanding capital stock:
                                                                                                                  Shares of Preferred Stock

                                                                                                       Series A            Series B           Series C

Entities affiliated with Foundation Capital II, L.P.(1)(2)                                            5,000,000           1,327,506           1,547,988
August Capital II, L.P.(2)(3)                                                                         5,000,000           1,327,506             464,396
Entities affiliated with New Enterprise Associates 9, L.P.(4)                                                —            4,329,292             464,683
Entities affiliated with Fidelity Mt. Vernon Street Trust                                                    —                   —            3,095,975
The Das Family Revocable Intervivos Trust UDT January 30, 1992(5)                                            —                   —               30,960

(1)    William B. Elmore, who is a member of our board of directors, is a manager of Foundation Capital Management Co. II, LLC, the general
       partner of Foundation Capital II, LP and the managing member of Foundation Capital II Entrepreneurs Fund, LLC and Foundation
       Capital II Principals Fund, LLC. Mr. Elmore is also a manager of FC Leadership Management Co., LLC, which is the general partner of
       Foundation Capital Leadership Fund, L.P. and the managing member of Foundation Capital Leadership Principals Fund, LLC.

(2)    John L. Hennessy, who is a member of our board of directors, is an investor in entities affiliated with Foundation Capital and August
       Capital.

(3)    Andrew S. Rappaport, who is a member of our board of directors, is a member of August Capital Management II, LLC, the general
       partner of August Capital II, L.P.

(4)    Forest Baskett, who is a member of our board of directors, is a venture partner of NEA Partners 9, L.P., the general partner of New
       Enterprise Associates 9, L.P.

(5)    Ranendu M. Das, who was our Vice President of Operations until December 2003, is affiliated with The Das Family Revocable
       Intervivos Trust UDT January 30, 1992.

      The affiliates purchased the securities described above at the same prices and on the same terms and conditions as the unaffiliated
investors in the private financings.

      We have a consulting agreement with Teresa H. Meng, who is also a director. Dr. Meng‟s consulting agreement is described in the
section entitled “Management — Director Compensation.”

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Registration Rights

      We have entered into an investors‟ rights agreement with each of the purchasers of preferred stock listed above. Under this agreement,
these and other stockholders are entitled to registration rights with respect to their shares of common stock issuable upon the automatic
conversion of their convertible preferred stock immediately prior to completion of this offering. For additional information, see “Description of
Capital Stock — Registration Rights.”

Indemnification Agreements

      We intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements will
require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their
service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also
intend to enter into indemnification agreements with our future directors and executive officers.

Indebtedness of Management

      In February 2000, we loaned $108,900 to Richard A. Redelfs, our former president and chief executive officer. The loan bears interest at
a rate of 6.56% per annum. The loan is full recourse and is secured by the pledge of 2,200,000 shares of our common stock. The largest
aggregate amount of indebtedness outstanding under the loan during 2003 was $116,827. The amount of principal and interest outstanding as of
December 31, 2003 was $115,224. The initial term of the loan was the earlier of six years after the date of the note or six months from
termination of employment with us. In March 2003, as part of his transition from president and chief executive officer, we extended the term of
the loan, subject to the satisfaction of specified conditions, to the earlier of May 2, 2006 or the date of a merger or acquisition of our company,
provided that we not incur an adverse charge for financial reporting purposes.

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                                                          PRINCIPAL STOCKHOLDERS

      The following table sets forth information as of December 31, 2003 about the number of shares of common stock beneficially owned and
the percentage of common stock beneficially owned before and after the completion of this offering by:

      •          each executive officer named above under “Executive Compensation;”

      •          each of our directors;

      •          each person known to us to be the beneficial owner of more than 5% of our common stock; and

      •          all of our directors and executive officers as a group.

    Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Atheros Communications, Inc., 529 Almanor
Avenue, Sunnyvale, California 94085.

      We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Except as indicated
by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole
voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property
laws.

      There were 48,602,405 shares of common stock outstanding on December 31, 2003, which assumes the conversion of all outstanding
shares of preferred stock and all outstanding warrants into shares of common stock. For purposes of the table below, we have assumed
that          shares of common stock will be outstanding upon completion of this offering. In computing the number of shares of common
stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to
options or warrants held by that person that are currently exercisable or exercisable within 60 days of December 31, 2003. We did not deem
these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
                                                                                       Number of Shares of                 Percentage of
                                                                                         Common Stock                     Common Stock
Name and Address of Beneficial Owner                                                   Beneficially Owned                Beneficially Owned

                                                                                                                     Before               After
                                                                                                                    Offering             Offering

5% Stockholders:
Entities affiliated with Foundation Capital II, L.P.(1)                                         7,875,494              16.2 %
August Capital II, LP(2)                                                                        6,791,902              14.0
Entities affiliated with New Enterprise Associates 9, L.P.(3)                                   4,793,975               9.9
Entities affiliated with Fidelity Mt. Vernon Street Trust(4)                                    3,095,975               6.4
Directors and Named Executive Officers:
Craig H. Barratt(5)                                                                             2,144,961               4.2
Richard G. Bahr(6)                                                                              1,035,000               2.1
Thomas J. Foster(7)                                                                               445,000                 *
Adam H. Tachner(8)                                                                                343,500                 *
Ranendu M. Das(9)                                                                                 440,960                 *
Richard A. Redelfs(10)                                                                          2,300,000               4.7
John L. Hennessy(11)                                                                              800,000               1.6
Forest Baskett(12)                                                                              4,874,584              10.0
William B. Elmore(13)                                                                           7,875,494              16.2
Teresa H. Meng(14)                                                                              4,077,000               8.3
Marshall L. Mohr(15)                                                                               50,000                 *
Andrew S. Rappaport(16)                                                                         6,791,902              14.0
All directors and executive officers as a group (13 persons)(17)                               29,987,441              56.0 %

*      Represents beneficial ownership of less than 1%.

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 (1)      Represents 5,378,380 shares held by Foundation Capital II, L.P., 1,507,781 shares held by Foundation Capital Leadership Fund, L.P.,
          632,750 shares held by Foundation Capital II Entrepreneurs Fund, LLC, 316,376 shares held by Foundation Capital II Principals
          Fund, LLC and 40,207 shares held by Foundation Capital Leadership Principals Fund, LLC. William B. Elmore, one of our directors,
          is a manager of Foundation Capital Management Co. II, LLC and FC Leadership Management Co., LLC, and shares voting and
          dispositive power over these shares with the other managers of those funds. Foundation Capital Management Co. II, LLC is the
          general partner of Foundation Capital II, LP and the managing member of Foundation Capital II Entrepreneurs Fund, LLC and
          Foundation Capital II Principals Fund, LLC. FC Leadership Management Co., LLC is the general partner of Foundation Capital
          Leadership Fund, L.P. and the managing member of Foundation Capital Leadership Principals Fund, LLC. The principal business
          address of Foundation Capital II, L.P. is 70 Willow Road, Suite 200, Menlo Park, CA 94025.

 (2)      Andrew S. Rappaport, one of our directors, is a member of August Capital Management II, LLC, the general partner of August Capital
          II, L.P. Mr. Rappaport shares voting and dispositive power over these shares with John Johnston and David F. Marquardt, the other
          members of August Capital Management II, LLC. The principal business address of August Capital II, L.P. is 2480 Sand Hill Road,
          Suite 101, Menlo Park, CA 94025.

 (3)      Represents 4,792,475 shares held by New Enterprise Associates 9, L.P. and 1,500 shares held by NEA Ventures 2000, L.P. Forest
          Baskett, one of our directors, is a general partner of NEA Partners 9, L.P., the general partner of New Enterprise Associates 9, L.P.
          and NEA Ventures 2000. Mr. Baskett shares voting and dispositive power over these shares with Stewart Alsop, Peter J. Barris,
          Ronald H. Kase, C. Richard Kramlich, Thomas C. McConnell, Peter T. Morris, John M. Nehra, Charles W. Newhall, III and Mark W.
          Perry, the other general partners of NEA Partners 9, L.P. The principal business address of New Enterprise Associates 9, L.P. is 2490
          Sand Hill Road, Menlo Park, CA 94025.

 (4)      Represents 2,321,982 shares held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund and 773,993 shares held by
          Fidelity Mt. Vernon Street Trust: Fidelity Aggressive Growth Fund. The Fidelity Mt. Vernon Street Trust is registered under the
          Investment Company Act of 1940. The principal business address is 82 Devonshire Street, Boston, MA 02109.

 (5)      Includes 2,038,442 shares subject to options that are immediately exercisable of which 1,817,442 shares are subject to our right of
          repurchase as of December 31, 2003. Also includes 77,519 shares subject to options exercisable within 60 days of December 31,
          2003.

 (6)      Includes 25,000 shares which are subject to our right of repurchase as of December 31, 2003. Also includes 435,000 shares subject to
          options that are immediately exercisable, of which 326,669 shares are subject to our right of repurchase as of December 31, 2003.

 (7)      Includes 425,000 shares subject to options that are immediately exercisable, of which 267,085 shares are subject to our right of
          repurchase as of December 31, 2003.

 (8)      Includes 33,334 shares which are subject to our right of repurchase as of December 31, 2003. Also includes 183,500 shares subject to
          options that are immediately exercisable, of which 160,252 shares are subject to our right of repurchase as of December 31, 2003.

 (9)      Includes 30,960 shares held by The Das Family Revocable Intervivos Trust UDT January 30, 1992. Also includes 10,000 shares
          subject to options that are immediately exercisable as of December 31, 2003.

(10)    Includes 17,000 shares held by Mr. Redelfs‟ spouse. Also includes 100,000 shares subject to options that are immediately exercisable.

(11)    Includes 50,000 shares held by one of Mr. Hennessy‟s children and 50,000 shares held by Mr. Hennessy‟s spouse as a custodian for one
        of his children. Mr. Hennessy is an investor in entities affiliated with Foundation Capital and August Capital but does not have voting
        or dispositive power over any of the shares held by those entities and disclaims any beneficial ownership except to the extent of his
        pecuniary interest therein. None of the shares held by those entities are included in the number of shares beneficially owned by Mr.
        Hennessy.

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(12)    Includes 5,209 shares which are subject to our right of repurchase of as December 31, 2003. Includes 4,792,475 shares held by New
        Enterprise Associates 9, L.P. and 1,500 shares held by NEA Ventures 2000, L.P. Mr. Baskett is a venture partner of NEA Partners 9,
        L.P., the general partner of New Enterprise Associates 9, L.P. and NEA Ventures 2000. Mr. Baskett disclaims beneficial ownership of
        the securities held by the entities affiliated with New Enterprise Associates except to the extent of his pecuniary interest therein.

(13)    Represents 7,875,494 shares held by the entities affiliated with Foundation Capital II, L.P., as set forth in footnote 1. Mr. Elmore holds
        voting and dispositive power over these shares. Mr. Elmore is a manager of Foundation Capital Management Co. II, LLC, the general
        partner of Foundation Capital II, LP and the managing member of Foundation Capital II Entrepreneurs Fund, LLC and Foundation
        Capital II Principals Fund, LLC. Mr. Elmore is also a manager of FC Leadership Management Co., LLC, which is the general partner
        of Foundation Capital Leadership Fund, L.P. and the managing member of Foundation Capital Leadership Principals Fund, LLC. Mr.
        Elmore disclaims beneficial ownership of the securities held by the entities affiliated with Foundation Capital, except to the extent of
        his pecuniary interest therein.

(14)    Includes 285,000 shares subject to options that are immediately exercisable, of which 165,000 shares are subject to our right of
        repurchase as of December 31, 2003.

(15)    Includes 48,959 shares which are subject to our right of repurchase as of December 31, 2003.

(16)    Represents 6,791,902 shares held by August Capital II, L.P. Mr. Rappaport is a member of August Capital Management II, LLC, the
        general partner of August Capital II, L.P. Mr. Rappaport shares equal voting and dispositive power over these shares with John
        Johnston and David F. Marquardt, the other members of August Capital Management II, LLC. Mr. Rappaport disclaims beneficial
        ownership of the securities held by August Capital II, L.P., except to the extent of his pecuniary interest therein.

(17)    Includes 4,887,356 shares subject to options that are immediately exercisable, of which 4,256,862 shares are subject to our right of
        repurchase as of December 31, 2003, and 77,519 shares subject to options that are exercisable within 60 days of December 31, 2003.
        Also includes 142,088 shares subject to our right of repurchase as of December 31, 2003.

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                                                     DESCRIPTION OF CAPITAL STOCK

General

      Upon completion of this offering, our authorized capital stock will consist of 200,000,000 shares of common stock, $.0005 par value per
share, and 10,000,000 shares of undesignated preferred stock, $.0005 par value per share, after giving effect to the conversion of all outstanding
preferred stock into common stock, and the amendment of our certificate of incorporation.

     As of December 31, 2003, there were 48,602,405 shares of common stock outstanding held by approximately 254 stockholders of record,
assuming the exercise of an outstanding warrant and the automatic conversion of each outstanding share of preferred stock immediately prior to
completion of this offering.

Common Stock

      Dividend Rights

     Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our
common stock are entitled to receive dividends out of assets legally available at the times and in the amounts that our board of directors may
determine from time to time.

      Voting Rights

      Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of
stockholders. We have not provided for cumulative voting for the election of directors in our certificate of incorporation. This means that the
holders of a majority of the shares voted can elect all of the directors then standing for election. In addition, our certificate of incorporation and
bylaws provide that certain actions require the approval of two-thirds, rather than a majority, of the shares entitled to vote. For a description of
these actions, see “— Antitakeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws.”

      No Preemptive, Conversion or Redemption Rights

      Our common stock is not entitled to preemptive rights and is not subject to conversion or redemption.

      Right to Receive Liquidation Distributions

       Upon our liquidation, dissolution or winding-up, the holders of common stock are entitled to share in all assets remaining after payment
of all liabilities and the liquidation preferences of any outstanding preferred stock. Each outstanding share of common stock is, and all shares of
common stock to be issued in this offering when they are paid for will be, fully paid and nonassessable.

Preferred Stock

      Immediately prior to completion of this offering, each outstanding share of our preferred stock will be converted into one share of
common stock. Upon completion of this offering, our board of directors will be authorized, subject to limitations imposed by Delaware law, to
issue up to a total of 10,000,000 shares of preferred stock in one or more series, without stockholder approval. Our board of directors will be
authorized to establish from time to time the number of shares to be included in each series, and to fix the rights, preferences and privileges of
the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. Our board of directors will also be able to
increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further
vote or action by the stockholders.

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      The board of directors may authorize the issuance of preferred stock with voting or conversion rights that could harm the voting power or
other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of
us and might harm the market price of our common stock and the voting and other rights of the holders of common stock. We have no current
plans to issue any shares of preferred stock.

Warrants

      We have a total of two warrants to purchase shares of our common stock. We have one warrant to purchase an aggregate of 125,000
shares of common stock at an exercise price of $0.67 that, if not exercised, expires upon the closing of this offering. We have another warrant
to purchase an aggregate of 34,830 shares of common stock at an exercise price of $6.46 that expires in September 2011.

Registration Rights

      After this offering, the holders of 30,043,580 shares of common stock issued upon conversion of the preferred stock are entitled to
contractual rights to require us to register those shares under the Securities Act. If we propose to register any of our securities under the
Securities Act for our own account, holders of those shares are entitled to include their shares in our registration, provided, among other
conditions, that the underwriters of any such offering have the right to limit the number of shares included in the registration. These holders
have waived their rights to include their shares in this offering. 180 days after the effective date of the registration statement of which this
prospectus is a part, and subject to limitations and conditions specified in the investor rights agreement with the holders, holders of either 63%
of the shares of common stock issued upon conversion of the series C preferred stock or the holders of at least 25% of all or part of the shares
of common stock issued upon conversion of the preferred stock may require us to prepare and file a registration statement under the Securities
Act at our expense covering those shares, provided that the shares to be included in the registration either comprise at least 20% of the
aggregate number of shares of common stock issued upon conversion of the preferred stock or have an anticipated aggregate public offering
price of at least $2,500,000. We are not obligated to effect more than two of these stockholder-initiated registrations. Holders of those shares
may also require us to file additional registration statements on Form S-3, subject to limitations specified in the investor rights agreement.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

      The provisions of Delaware law, our certificate of incorporation and our bylaws described below may have the effect of delaying,
deferring or discouraging another party from acquiring control of us.

      Delaware Law

      We will be subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general,
those provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of
three years following the date that the stockholder became an interested stockholder, unless:

      •          the transaction is approved by the board before the date 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; or

      •          on or after the date the business combination is approved by the board and authorized at a meeting of stockholders by at least
                 two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

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      Section 203 defines “business combination” to include the following:

      •          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 of 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.

      In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

      A Delaware corporation may opt out of this provision either with an express provision in its original certificate of incorporation or in an
amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out, and do not currently
intend to opt out of, this provision. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly,
may discourage attempts to acquire us.

      Charter and Bylaws

      Following the completion of this offering, our certificate of incorporation and bylaws will provide that:

      •          no action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our
                 bylaws, and stockholders may not act by written consent;

      •          the approval of holders of two-thirds of the shares entitled to vote at an election of directors will be required to adopt, amend or
                 repeal our bylaws or amend or repeal the provisions of our certificate of incorporation regarding the election and removal of
                 directors and the ability of stockholders to take action;

      •          our board of directors will be expressly authorized to make, alter or repeal our bylaws;

      •          stockholders may not call special meetings of the stockholders or fill vacancies on the board;

      •          our board of directors will be divided into three classes serving staggered three-year terms. This means that only one class of
                 directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their
                 respective terms;

      •          our board of directors will be authorized to issue preferred stock without stockholder approval;

      •          directors may only be removed for cause by the holders of two-thirds of the shares entitled to vote at an election of directors;
                 and

      •          we will indemnify officers and directors against losses that they may incur in investigations and legal proceedings resulting
                 from their services to us, which may include services in connection with takeover defense measures.

Limitation of Liability and Indemnification Matters

       We have adopted provisions in our certificate of incorporation that limit the liability of our directors for monetary damages for breach of
their fiduciary duty as directors, except for liability that cannot be eliminated

                                                                           69
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under the Delaware General Corporation Law. Delaware law provides that directors of a company will not be personally liable for monetary
damages for breach of their fiduciary duty as directors, except for liabilities:

      •          for any breach of their duty of loyalty to us or our stockholders;

      •          for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

      •          for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the Delaware
                 General Corporation Law; or

      •          for any transaction from which the director derived an improper personal benefit.

       Any amendment or repeal of these provisions requires the approval of the holders of shares representing at least 66     2
                                                                                                                                   / 3 % of the shares
entitled to vote in the election of directors, voting as one class.

       Our certificate of incorporation and bylaws also provide that we will indemnify our directors and officers to the fullest extent permitted
by Delaware law. Our bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability
arising out of his actions as our officer, director, employee or agent, regardless of whether the bylaws would permit indemnification. We have
entered into separate indemnification agreements with our directors and executive officers that could require us, among other things, to
indemnify them against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred
as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our
certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to
serve as directors and officers.

Nasdaq National Market Listing Symbol

      We have applied to list our common stock for quotation on the Nasdaq National Market under the symbol “ATHR.”

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is EquiServe Trust Company.

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                                                     SHARES ELIGIBLE FOR FUTURE SALE

      Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price prevailing from time to time. As described below, only a limited
number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of
our common stock in the public market after the restrictions lapse, or the perception that those sales may occur, could cause the prevailing
market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Sale of Restricted Shares

       Upon completion of this offering, we will have outstanding              shares of common stock. The shares of common stock being sold in
this offering will be freely tradable, other than by any of our “affiliates” as defined in Rule 144(a) under the Securities Act, without restriction
or registration under the Securities Act. All remaining shares were issued and sold by us in private transactions and are eligible for public sale
if registered under the Securities Act or sold in accordance with Rule 144 or Rule 701 under the Securities Act. These remaining shares are
“restricted securities” within the meaning of Rule 144 under the Securities Act.

     As a result of lockup agreements and the provisions of Rules 144, 144(k) and 701 described below and subject to vesting provisions
under option agreements, the restricted securities will be available for sale in the public market as follows:

      •          no shares will be eligible for sale prior to 180 days after the date of this prospectus;

      •          48,602,405 shares will be eligible for sale upon the expiration of the lockup agreements, described below, beginning 180 days
                 after the date of this prospectus and when permitted under Rule 144, 144(k) or 701; and

      •          4,357,009 shares will be eligible for sale upon the exercise of vested options, with a weighted average exercise price of $1.09
                 per share, 180 days after the date of this prospectus.

Lockup Agreements

      All of our directors and executive officers and most of our stockholders have agreed that they will not sell any common stock owned by
them without the prior written consent of Morgan Stanley & Co. Incorporated for a period of 180 days from the date of this prospectus. Each of
our security holders who has not entered into this agreement with Morgan Stanley & Co. has otherwise contractually committed to us not to sell
any of our common stock during the period ending 180 days after the date of this prospectus. To the extent shares are released before the
expiration of the lockup period and these shares are sold into the market, the market price of our common stock could decline.

Rule 144

      In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person deemed to be our affiliate,
or a person holding restricted shares who beneficially owns shares that were not acquired from us or our affiliate within the previous one year,
would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

      •          1% of the then outstanding shares of common stock, or approximately                 shares immediately after this offering, assuming
                 no exercise of the underwriters‟ over-allotment option; or

      •          the average weekly trading volume of the common stock during the four calendar weeks preceding the date on which notice of
                 the sale is filed with the Securities and Exchange Commission.

      Sales under Rule 144 are subject to requirements relating to manner of sale, notice and availability of current public information about us.

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Rule 144(k)

      A person, or persons whose shares are aggregated, who is not deemed to have been our affiliate at any time during the 90 days
immediately preceding the sale, and who beneficially owned the shares proposed to be sold for at least two years, including the holding period
of any prior owner who is not an affiliate, may sell restricted securities after this offering under Rule 144(k) without complying with the
volume limitations, manner of sale provisions, public information or notice requirements of Rule 144. 22,104,425 shares will qualify as
“Rule 144(k) shares” 180 days after the date of this prospectus.

Rule 701

      Subject to various limitations on the aggregate offering price of a transaction and other conditions, Rule 701 may be relied upon with
respect to the resale of securities originally purchased from us by our employees, directors, officers, consultants or advisers prior to the closing
of this offering, pursuant to written compensatory benefit plans or written contracts relating to the compensation of such persons. Securities
issued in reliance on Rule 701 are deemed to be restricted securities and, beginning 90 days after the date of this prospectus, unless subject to
the contractual restrictions described above, may be sold by persons other than affiliates subject only to the manner of sale provisions of Rule
144 and by affiliates under Rule 144 without compliance with the minimum holding period requirements.

Stock Options

       We intend to file a registration statement under the Securities Act covering approximately 16,101,852 shares of common stock reserved
for issuance under our stock plans. This registration statement is expected to be filed soon after the date of this prospectus and will
automatically become effective upon filing. Accordingly, shares registered under this registration statement will be available for sale in the
open market, unless those shares are subject to vesting restrictions with us or the contractual restrictions described above.

Registration Rights

      In addition, after this offering, the holders of approximately 30,043,580 shares of common stock will be entitled to rights to cause us to
register the sale of those shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares,
other than shares purchased by our affiliates, becoming freely tradable without restriction under the Securities Act immediately upon the
effectiveness of the registration. See “Description of Capital Stock — Registration Rights.”

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                                                                UNDERWRITING

      Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters
named below for whom Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., Banc of America Securities LLC and Thomas Weisel
Partners LLC are acting as representatives have severally agreed to purchase, and we have agreed to sell to them, severally, the number of
shares indicated below:
                                                                                                                    Number of
                    Name                                                                                             Shares

                    Morgan Stanley & Co. Incorporated
                    Lehman Brothers Inc.
                    Banc of America Securities LLC
                    Thomas Weisel Partners LLC




                           Total


      The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The
underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The
underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock
offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters
are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the
underwriters are not required to take or pay for the shares covered by the underwriters‟ over-allotment option described below.

     The per share price of any shares sold by the underwriters will be $          , less an amount not greater than the per share amount of the
concession to dealers described below.

    The table below shows the per share and total underwriting discounts and commissions we will pay the underwriters. These amounts are
shown assuming both no exercise and full exercise of the underwriters‟ option to purchase additional shares.
                                                                                                No Exercise             Full Exercise

                    Per Share                                                                  $                    $
                    Total                                                                      $                    $

       The underwriters initially propose to offer part of the shares of common stock directly to the public at a price per share of $         and
part to certain dealers at a price that represents a concession not in excess of $       a share under the initial public offering price. After the
initial offering of the shares of common stock, the offering price and other selling terms may from time-to-time be varied by the
representatives.

      We have granted to the underwriters an option exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate
of         additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting
discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in
connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter
will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the
number listed next to the underwriter‟s name in the preceding table bears to the total number of shares of common stock listed next to the
names of all underwriters in the preceding table. If the underwriters‟ option is exercised in full, the total price to the public would be
$         million, the total underwriters‟ discounts and commissions would be $             million and the total proceeds to us would be
$         million.


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      The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of
shares offered by them.

       We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be
approximately $            . Expenses include the Securities and Exchange Commission and NASD filing fees, the Nasdaq National Market
listing fees, printing, and legal, accounting and transfer agent and registrar fees. In addition, we will pay premiums of approximately
$         for directors‟ and officers‟ insurance that we intend to obtain to cover our directors and officers for certain liabilities, including
coverage for public securities matters, and other miscellaneous fees and expenses.

     Each of our officers, directors, employees and most of our other stockholders have agreed that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the underwriters, it will not, during the period ending 180 days after the date of this
prospectus:

      •          offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
                 option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock
                 or any securities convertible into or exercisable or exchangeable for shares of common stock; or

      •          enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
                 ownership of the common stock;

whether any such transaction described above is to be settled by delivery, of common stock or such other securities, in cash or otherwise.

      The restrictions described in the immediately preceding paragraph do not apply to:

      •          transactions relating to shares of common stock or other securities acquired in this offering or acquired in open market
                 transactions after the completion of this offering;

      •          the transfer of shares of common stock or any securities convertible into common stock by gift;

      •          the distribution of shares of common stock to partners, members or stockholders as a bona fide gift or gifts; and

      •          any security convertible into common stock;

provided that in the case of each of the last three types of transactions, each donee, distributee, transferee and recipient agrees to be subject to
the restrictions described in the immediately preceding paragraph and no filing under Section 16 of the Exchange Act is required in connection
with these transactions.

      To facilitate this offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect
the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting
agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase
by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment
option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will
consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The
underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any
naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect
investors who purchase in this offering. In addition, to stabilize the price of the common stock, the underwriters may bid for, and purchase,
shares of common stock in the open market. Finally, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a
dealer for distributing the common stock in this offering, if the syndicate repurchases previously distributed common stock to cover syndicate
short positions or to stabilize the price of the common stock. Any of these activities may stabilize or

                                                                          74
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maintain the market price of the common stock above independent market levels. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.

      A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters. The
underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions
will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations. In addition,
shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

      We have an investment account with Morgan Stanley & Co. Incorporated for which it receives customary fees and commissions. Through
this account, we maintain the majority of our portfolio of cash equivalents and short-term investments in a variety of securities, including
money market funds, commercial paper and government and non-government debt securities.

      As of December 31, 2003, Saints Capital III, L.P. owned 773,994 shares of our series C preferred stock, which will convert into 773,994
shares of our common stock upon completion of this offering. Affiliates of Thomas Weisel Partners LLC own 78% of the limited partnership
interests of Saints Capital III, L.P.

       The underwriters, on the one hand, and we, on the other hand, have agreed to indemnify each other against certain liabilities, including
liabilities‟ under the Securities Act.

      At our request, the underwriters have reserved for sale, at the initial public offering price, up to      shares offered by this prospectus
to our directors, officers, employees, business associates and related persons. We will pay all fees and disbursements of counsel incurred by the
underwriters in connection with offering the shares to such persons. The number of shares of common stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares, which are not so purchased, will be
offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus.

Pricing of the Offering

      Prior to this offering, there has been no public market for the common stock. The initial public offering price will be determined by
negotiations among us, and the representatives. Among the factors considered in determining the initial public offering price will be our future
prospects and those of our industry in general: our sales, earnings and certain other financial and operating information in recent periods; and
the price-earnings ratios, price-sales ratios and market prices of securities and certain financial and operating information of companies
engaged in activities similar to ours.

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                                                              LEGAL MATTERS

      Selected legal matters with respect to the validity of the common stock offered by this prospectus will be passed upon for us by Pillsbury
Winthrop LLP, Palo Alto, California. Entities in which attorneys and former attorneys of Pillsbury Winthrop LLP are members and certain
partners of Pillsbury Winthrop LLP beneficially own an aggregate of 138,969 shares of Atheros common stock. Selected legal matters relating
to the offering will be passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.

                                                                   EXPERTS

      The consolidated financial statements as of December 31, 2002 and 2003 and for each of the three years in the period ended December
31, 2003 included in this prospectus and the related consolidated financial statement schedule included elsewhere in the registration statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein and elsewhere in the registration
statement, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

                                        WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 with respect to the
common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the
exhibits and schedules to the registration statement. Please refer to the registration statement, exhibits and schedules for further information
with respect to the common stock offered by this prospectus. Statements contained in this prospectus regarding the contents of any contract or
other document are only summaries. With respect to any contract or document filed as an exhibit to the registration statement, you should refer
to the exhibit for a copy of the contract or document, and each statement in this prospectus regarding that contract or document is qualified by
reference to the exhibit. A copy of the registration statement and its exhibits and schedules may be inspected without charge at the Securities
and Exchange Commission‟s public reference room, located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC‟s website
at www.sec.gov.

     Upon completion of this offering, we will be subject to the information reporting requirements of the Securities Exchange Act of 1934
and we intend to file reports, proxy statements and other information with the SEC.

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                                              ATHEROS COMMUNICATIONS, INC.

                                     INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors‟ Report                                                                                                  F-2
Consolidated Balance Sheets as of December 31, 2002 and 2003                                                                  F-3
Consolidated Statements of Operations for the Years Ended December 31, 2001, 2002 and 2003                                    F-4
Consolidated Statements of Stockholders‟ Equity and Comprehensive Loss for the Years Ended December 31, 2001, 2002 and 2003   F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2002 and 2003                                    F-7

                                                                 F-1
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Index to Financial Statements

                                                   INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of Atheros Communications, Inc.:

     We have audited the accompanying consolidated balance sheets of Atheros Communications, Inc. and subsidiaries (collectively, the
“Company”) as of December 31, 2002 and 2003, and the related consolidated statements of operations, stockholders‟ equity and
comprehensive loss, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the
responsibility of the Company‟s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2002 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in
conformity with accounting principles generally accepted in the United States of America.

/s/   D ELOITTE & T OUCHE LLP

San Jose, California
January 15, 2004

                                                                       F-2
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Index to Financial Statements

                                                  ATHEROS COMMUNICATIONS, INC.

                                                  CONSOLIDATED BALANCE SHEETS
                                            (In thousands, except share and per share amounts)
                                                                                                                          Pro Forma
                                                                                                                         December 31,
                                                                                              December 31,                   2003

                                                                                       2002                  2003

                                                                                                                               (Note 1)
                                                                                                                             (Unaudited)
ASSETS
Current assets:
    Cash and cash equivalents                                                      $    3,094            $   13,615
    Marketable securities                                                              24,508                15,424
    Accounts receivable, net                                                            1,775                 9,855
    Inventories                                                                         4,446                10,929
    Prepaid expenses and other current assets                                           1,004                 1,110

          Total current assets                                                         34,827                50,933
Property and equipment—net                                                              2,619                 2,346
Other assets                                                                            1,879                 2,607

                                                                                   $   39,325            $   55,886

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
    Short-term borrowings                                                          $        —            $    4,000
    Accounts payable                                                                     2,573               15,585
    Deferred revenue                                                                       719                  688
    Other accrued liabilities                                                            2,026               10,150
    Current portion of debt and capital lease obligations                                1,369                1,346

           Total current liabilities                                                     6,687               31,769

Long-term portion of debt and capital lease obligations                                    900                 1,391
Deferred license fees                                                                    1,132                   179
Deferred rent                                                                              144                   261
Commitments and contingencies
Stockholders’ equity:
    Series A convertible preferred stock, $0.0005 par value, 12,050,000 shares
      authorized, issued and outstanding in 2002 and 2003, none pro forma
      (liquidation value: $6,025)                                                        6,044                 6,044     $             —
    Series B convertible preferred stock, $0.0005 par value, 7,673,014 shares
      authorized, issued and outstanding 2002 and 2003, none pro forma
      (liquidation value: $25,589)                                                     25,657                25,657                    —
    Series C convertible preferred stock, $0.0005 par value, 10,835,913 shares
      authorized; 10,320,566 shares issued and outstanding in 2002 and 2003,
      none pro forma (liquidation value: $66,671)                                      66,643                66,643                    —
    Common stock, $0.0005 par value, 100,000,000 shares authorized; issued
      and outstanding: 17,121,576 in 2002, 18,433,825 in 2003, 48,602,405
      pro forma                                                                          3,718                15,000            113,428
    Stockholder notes receivable                                                          (186 )                (123 )             (123 )
    Deferred stock-based compensation                                                       —                 (6,341 )           (6,341 )
    Accumulated other comprehensive income (loss)                                           11                    (3 )               (3 )
    Accumulated deficit                                                                (71,425 )             (84,591 )          (84,591 )
Total stockholders‟ equity                                               30,462       22,286       22,370

                                                                    $    39,325   $   55,886   $   55,970


                             See notes to consolidated financial statements.

                                                  F-3
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Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                In thousands, except per share data
                                                                                                                Years Ended December 31,

                                                                                                   2001                    2002                2003

Net revenue                                                                                   $      1,831            $     22,200         $   87,357
Cost of goods sold (1)                                                                                 897                  10,170             50,505

Gross profit                                                                                              934               12,030             36,852

Operating expenses:
    Research and development (1)                                                                   23,104                   23,115             29,112
    Sales and marketing (1)                                                                         6,064                    7,381             11,515
    General and administrative (1)                                                                  3,429                    3,953              5,825
    Stock-based compensation                                                                          597                      488              3,358

           Total operating expenses                                                                33,194                   34,937             49,810

Loss from operations                                                                               (32,260 )               (22,907 )           (12,958 )
Interest income                                                                                      1,882                     998                 347
Interest expense                                                                                      (236 )                  (384 )              (430 )

Loss before income taxes                                                                           (30,614 )               (22,293 )           (13,041 )
Income taxes                                                                                            28                      66                 125

Net loss                                                                                      $    (30,642 )          $    (22,359 )       $   (13,166 )

Basic and diluted net loss per share                                                          $      (3.06 )          $      (1.60 )       $     (0.80 )

Shares used in computing basic and diluted net loss per share                                      10,015                   14,017             16,446

Pro forma basic and diluted net loss per share (unaudited)                                                                                 $     (0.28 )

Shares used in computing pro forma basic and diluted net loss per share (unaudited)                                                            46,489

(1)   Amounts exclude stock-based compensation, as follows:
      Cost of goods sold                                                                      $            —          $            —       $       223
      Research and development                                                                            398                     274            1,561
      Sales and marketing                                                                                  —                      170              244
      General and administrative                                                                          199                      44            1,330

                                                                                              $           597         $           488      $     3,358


                                                 See notes to consolidated financial statements.

                                                                      F-4
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Index to Financial Statements

                                                                                ATHEROS COMMUNICATIONS, INC.

                           CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS
                                             In thousands, except share and per share amounts
                                                                                                                                                                                  Accum-
                                                                                                                                                          Stock-       Deferred    ulated
                                                                                                                                                          holder        Stock-     Other                         Total
                                                                                                                                                           Notes        Based     Compre-     Accum-             Stock-
                                                                                                                                                          Receiv-      Compen-    hensive     ulated            holders’
                                                                         Convertible Preferred Stock                            Common Stock               able         sation    Income      Deficit            Equity

                                                          Series A                 Series B                Series C

                                                                     Amoun                                                                    Amoun
                                                      Shares           t       Shares      Amount      Shares       Amount     Shares           t

BALANCES, January 1, 2001                             12,050,000 $ 6,044       7,673,014 $ 25,657               — $      —     15,899,094     $ 1,565     $   (165 )   $     — $        8 $     (18,291 )   $      14,818
Components of comprehensive loss:
  Net loss                                                                                                                                                                                      (30,642 )         (30,642 )
  Unrealized gain on marketable securities                                                                                                                                            110                             110

      Total comprehensive loss                                                                                                                                                                                    (30,532 )
Issuance of Series C convertible preferred stock at
   $6.46 per share (net of issuance costs of $137)                                                     10,320,566     66,533                                                                                       66,533
Issuance of warrants in conjunction with
   borrowing arrangements                                                                                               110                                                                                           110
Exercise of stock options                                                                                                       2,866,203       1,496         (486 )                                                1,010
Issuance of stock options in exchange for services                                                                                                528                                                                 528
Repurchase of common stock                                                                                                       (853,991 )      (177 )                                                              (177 )
Issuance of common stock in exchange for
   services                                                                                                                         3,870           5                                                                   5
Acceleration of vesting of stock options                                                                                                           41                                                                  41

BALANCES, December 31, 2001                           12,050,000      6,044    7,673,014      25,657   10,320,566     66,643   17,915,176       3,458         (651 )         —        118       (48,933 )          52,336


                                                                                                            F-5
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Index to Financial Statements

                                                                       ATHEROS COMMUNICATIONS, INC.

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS—(Continued)
                                    In thousands, except share and per share amounts
                                                                                                                                                                               Accum-
                                                                                                                                                   Stock-       Deferred        ulated
                                                                                                                                                   holder        Stock-         Other                              Total
                                                                                                                                                    Notes        Based         Compre-          Accum-             Stock-
                                                                                                                                                   Receiv-      Compen-        hensive          ulated            holders’
                                                                Convertible Preferred Stock                             Common Stock                able         sation        Income           Deficit            Equity

                                                 Series A                 Series B                Series C

                                                            Amoun
                                             Shares           t       Shares      Amount      Shares       Amount     Shares         Amount

BALANCES, January 1, 2002                    12,050,000 $ 6,044       7,673,014 $ 25,657      10,320,566 $ 66,643     17,915,176     $   3,458     $   (651 )   $       —      $   118      $     (48,933 )   $      52,336
Components of comprehensive loss:
  Net loss                                                                                                                                                                                        (22,359 )         (22,359 )
  Unrealized loss on marketable securities                                                                                                                                         (107 )                              (107 )

      Total comprehensive loss                                                                                                                                                                                      (22,466 )
Exercise of stock options                                                                                               177,207           173                                                                           173
Issuance of stock options in exchange for
   services                                                                                                                                224                                                                          224
Repurchase of common stock                                                                                              (970,807 )        (375 )       401                                           (133 )            (107 )
Acceleration of vesting of stock options                                                                                                   238                                                                          238
Collection of stockholder notes receivable                                                                                                               64                                                              64

BALANCES, December 31, 2002                  12,050,000      6,044    7,673,014      25,657   10,320,566     66,643   17,121,576         3,718         (186 )           —            11           (71,425 )          30,462
Components of comprehensive loss:
  Net loss                                                                                                                                                                                        (13,166 )         (13,166 )
  Unrealized loss on marketable securities                                                                                                                                          (14 )                               (14 )

      Total comprehensive loss                                                                                                                                                                                      (13,180 )
Exercise of stock options                                                                                              1,321,729         1,563                                                                        1,563
Issuance of stock options in exchange for
   services                                                                                                                                968                                                                          968
Repurchase of common stock                                                                                                (9,480 )          (6 )                                                                         (6 )
Acceleration of vesting of stock options                                                                                                   929                                                                          929
Deferred stock-based compensation                                                                                                        7,828                      (7,828 )                                             —
Amortization of deferred stock-based
   compensation                                                                                                                                                     1,487                                             1,487
Collection of stockholder notes receivable                                                                                                               63                                                              63

BALANCES, December 31, 2003                  12,050,000 $ 6,044       7,673,014 $ 25,657      10,320,566 $ 66,643     18,433,825     $ 15,000      $   (123 )   $   (6,341 )   $     (3 )   $     (84,591 )   $      22,286



                                                                     See notes to consolidated financial statements.

                                                                                                    F-6
Table of Contents

Index to Financial Statements

                                                    ATHEROS COMMUNICATIONS, INC.

                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          In thousands
                                                                                                Years Ended December 31,

                                                                                   2001                    2002                2003

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                      $   (30,642 )          $    (22,359 )       $   (13,166 )
 Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization                                                     1,248                   1,709               1,839
   Issuance of common stock and stock options in exchange for services                 556                     224                 968
   Acceleration of vesting of stock options                                             41                     238                 929
   Amortization of deferred stock-based compensation                                    —                       —                1,487
   Amortization of warrants                                                             52                      92                  61
   Loss on disposal of property and equipment                                           21                      65                  25
   Change in assets and liabilities:
      Accounts receivable                                                           (1,212 )                  (452 )           (8,080 )
      Inventories                                                                   (1,423 )                (3,023 )           (6,483 )
      Prepaid expenses and other current assets                                       (344 )                  (253 )             (118 )
      Accounts payable                                                                 537                   1,431             13,012
      Deferred revenue                                                                  20                     699                (31 )
      Deferred rent                                                                     72                      25                117
      Deferred license fees                                                             —                       —                 (10 )
      Other accrued liabilities                                                      1,879                     692              7,183

           Net cash used in operating activities                                   (29,195 )               (20,912 )            (2,267 )

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                               (2,060 )                  (711 )            (1,466 )
   Purchase of marketable securities                                               (66,548 )               (25,087 )           (17,417 )
   Maturities of marketable securities                                              29,057                  46,356              26,487
   Other assets                                                                       (787 )                    —                 (904 )

           Net cash provided by (used in) investing activities                     (40,338 )                20,558               6,700

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of convertible preferred stock                                         66,533                       —                   —
   Issuance of common stock                                                           987                      173               1,563
   Repurchase of common stock                                                        (177 )                    (73 )                (6 )
   Collection of stockholder notes receivable                                          —                        64                  63
   Short-term borrowings                                                               —                        —                4,000
   Proceeds from issuance of debt                                                   1,328                      575               2,000
   Repayments of debt and capital lease obligations                                  (457 )                 (1,075 )            (1,532 )

           Net cash provided by (used in) financing activities                     68,214                     (336 )             6,088

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (1,319 )                  (690 )           10,521
CASH AND CASH EQUIVALENTS, Beginning of year                                         5,103                   3,784              3,094

CASH AND CASH EQUIVALENTS, End of year                                         $     3,784            $      3,094         $   13,615

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest                                                         $          181         $           279      $          378

Cash paid for income taxes                                                     $           —          $            40      $           59

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Equipment acquired under capital lease                                                        $    406   $   —   $   —

Exercise of stock options for notes receivable                                                $    486   $   —   $   —


                                                 See notes to consolidated financial statements.

                                                                      F-7
Table of Contents

Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

     Organization —Atheros Communications, Inc. (the “Company”), was incorporated in May 1998 in the state of Delaware and
commenced operations in December 1998. The Company is a developer of semiconductor system solutions for wireless communications
products.

     Basis of Presentation —The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are
wholly-owned. All intercompany accounts and transactions have been eliminated in consolidation.

      Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures
of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Actual results may differ from these estimates.

      Certain Significant Risks and Uncertainties —The Company operates in a dynamic industry and, accordingly, can be affected by a
variety of factors. For example, changes in any of the following areas could have a negative effect on the Company in terms of its future
financial position, results of operations or cash flows: ability to obtain additional financing; regulatory changes; fundamental changes in the
technology underlying telecommunications products or incorporated in customers‟ products; market acceptance of the Company‟s products
under development; development of sales channels; litigation or other claims against the Company; the hiring, training and retention of key
employees; successful and timely completion of product development efforts; and new product introductions by competitors.

       Cash Equivalents —Cash equivalents consist of highly liquid debt instruments purchased with a remaining maturity of three months or
less. The carrying amount of cash equivalents approximates fair value due to the short maturity of these instruments.

      Marketable Securities —Marketable securities purchased with a remaining maturity of greater than three months are classified as
available-for-sale securities and are stated at fair value with unrealized gains and losses included in other comprehensive income. The cost of
securities sold is based on the specific-identification method. The amortized cost of securities is adjusted for the accretion of discounts to
maturity.

       Inventories —Inventory cost is recorded at the lower of market value or standard cost basis (which approximates actual cost on a first-in,
first-out basis).

      Property and Equipment —Property and equipment are stated at cost and depreciated using the straight-line method over estimated
useful lives as follows: furniture and fixtures—five years; computer software and hardware—three to five years. Amortization of leasehold
improvements and equipment under capital lease agreements is computed using the straight-line method over the shorter of the lease term or
the estimated useful lives of the related assets.

      Long-Lived Assets —The Company evaluates its long-lived assets for impairment in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.

      Income Taxes —The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact
of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax
reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. Valuation
allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.

                                                                       F-8
Table of Contents

Index to Financial Statements

                                                    ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

     Revenue Recognition —The Company‟s revenue is derived primarily from the sale of wireless semiconductor chipsets. In addition, the
Company generates revenues from arrangements to license its software. Revenues from software licenses represented less than 10% of total
revenues for all periods presented.

      Revenue from the sale of semiconductors is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue
Recognition in Financial Statements , and SAB No. 104, Revenue Recognition . Accordingly, revenue is recognized when persuasive evidence
of an arrangement exists, the product has been delivered, the price is fixed or determinable and collection is probable. Delivery is generally
considered to have occurred upon shipment. For a limited number of customers, title does not pass until the product reaches the customer‟s
premises, in which case revenue is recognized when the product is received by the customer.

     The Company provides marketing incentives to certain of its direct and indirect customers. Such payments are recorded as a reduction of
revenue in accordance with Emerging Issues Task Force (“EITF”) Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor‟s Products).”

      Software license revenue is recognized in accordance with AICPA Statement of Position No. 97-2, Software Revenue Recognition ,
(“SOP 97-2”) as amended. Accordingly, license revenue is recognized when persuasive evidence of an arrangement exists, the software has
been delivered, the fee is fixed or determinable, collectibility is probable and vendor-specific objective evidence of fair value exists to allocate
a portion of the total fee to any undelivered elements of the arrangement. For electronic delivery, the software is considered to have been
delivered when the Company has provided the customer with the access codes that allow for immediate possession of the software. If
collectibility is not considered probable at the time of sale, revenue is recognized when the fee is collected.

      The Company‟s software license arrangements generally include three elements: the licensed software, maintenance and support, and
training. Maintenance arrangements provide technical support and the right to unspecified upgrades on an if-and-when available basis, but do
not provide specified upgrade rights. Vendor-specific objective evidence of fair value (“VSOE”) for maintenance and support is established
through fixed-dollar renewal rates stated in the arrangement, thus revenue related to maintenance and support is deferred and recognized
ratably over the term of the maintenance agreement, generally one year. The Company has not established VSOE for training services.
Accordingly, all revenue related to the multiple-element arrangement is deferred until the training services are provided or the customers‟
contractual right to receive such services lapses, whichever occurs first.

      Product Warranty —The Company provides a warranty on its products for a period of one year, and provides for warranty costs at the
time of sale based on historical activity. The determination of such provisions requires the Company to make estimates of product return rates
and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly
from these estimates, adjustments to recognize additional cost of sales may be required in future periods. Components of the reserve for
warranty costs during the years ended December 31, 2002 and 2003 consisted of the following (in thousands):
                                                                                                                        December 31,

                                                                                                                      2002             2003

            Beginning balance                                                                                     $      34       $ 160
            Additions related to current period sales                                                                   160          719
            Warranty costs incurred in the current period                                                                (4 )       (148 )
            Adjustments to accruals related to prior period sales                                                       (30 )       (153 )

            Ending balance                                                                                        $     160       $ 578


                                                                         F-9
Table of Contents

Index to Financial Statements

                                                    ATHEROS COMMUNICATIONS, INC.

                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Stock-Based Compensation —The Company accounts for stock-based compensation to employees in accordance with the provisions of
Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees , and complies with the disclosure provisions
of SFAS No. 123, Accounting for Stock-Based Compensation , as amended by SFAS No. 148, Accounting for Stock-Based
Compensation—Transition and Disclosures . The Company accounts for equity instruments issued to nonemployees in accordance with the
provisions of SFAS No. 123 and EITF No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Connection with Selling, Goods or Services,‟ which requires that the fair value of such instruments be recognized as an
expense over the period in which the related services are provided. Such expenses are measured using the value of the equity instruments
issued, as this is more readily determinable than the fair value of the services received.

      The Company amortizes deferred stock-based compensation on the graded vesting method over the vesting periods of the stock options,
generally four years. The graded vesting method provides for vesting of portions of the overall awards at interim dates and results in
accelerated vesting as compared to the straight-line method. Had compensation expense been determined based on the fair value at the grant
date for all employee awards, consistent with the provisions of SFAS No. 123, the Company‟s pro forma net loss and net loss per share would
have been as follows (in thousands):
                                                                                                          December 31,

                                                                                           2001                 2002               2003

            Net loss as reported                                                       $   (30,642 )      $     (22,359 )      $   (13,166 )
            Add: total stock-based employee compensation included in reported net
              loss                                                                                41                   238           2,416
            Less: total stock based compensation determined under the fair value
              based method for all awards                                                     (942 )               (746 )           (2,955 )

            Pro forma net loss                                                         $   (31,543 )      $     (22,867 )      $   (13,705 )

            Basic and diluted net loss per share as reported                           $      (3.06 )     $       (1.60 )      $     (0.80 )

            Pro forma basic and diluted net loss per share                             $      (3.15 )     $       (1.63 )      $     (0.83 )


       Through November 26, 2003, the date of the Company‟s initial filing with the Securities and Exchange Commission (“SEC”) related to
its proposed initial public offering, the Company used the minimum value method to estimate the fair value of options granted to employees.
Options granted subsequent to November 26, 2003 were valued using the Black-Scholes valuation model using estimated volatility of 95%.
The fair value of the Company‟s stock-based awards to employees was estimated using the following weighted-average assumptions:
                                                                                                                December 31,

                                                                                                   2001                2002          2003

            Estimated life (in years)                                                                   5.7              6.6              4.5
            Risk-free interest rate                                                                     3.7 %            2.4 %            3.3 %
            Expected dividends                                                                           —                —                —

      Software Development Costs —Costs for the development of new software products and substantial enhancements to existing software
products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized
in accordance with SFAS No. 86, Computer Software To Be Sold, Leased or Otherwise Marketed . The costs to develop such software have not
been capitalized as the Company believes its current software development process is essentially completed concurrent with the establishment
of technological feasibility.

                                                                     F-10
Table of Contents

Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Research and Development —Costs incurred in research and development are charged to operations as incurred. The Company grants
developers access to its technology through technology development arrangements. The Company recorded $505,000, $875,000 and $119,000
as a reduction of research and development costs for fees received under such arrangements in the years ended December 31, 2001, 2002 and
2003, respectively. The Company expenses all costs for internally developed patents as incurred.

      Foreign Currency —The functional currency of the Company‟s foreign subsidiaries is the U.S. dollar. For those subsidiaries whose
books and records are not maintained in the functional currency, all monetary assets and liabilities are remeasured at the current exchange rate
at the end of each period reported, nonmonetary assets and liabilities are remeasured at historical exchange rates and revenues and expenses are
remeasured at average exchange rates in effect during the period. Transaction gains and losses, which are included in operating expense in the
accompanying consolidated statements of operations were not significant for any period presented.

      Net Loss per Share —Basic net loss per share is computed by dividing net loss by the weighted average number of common shares
outstanding for the period (excluding shares subject to repurchase). Diluted net loss per share was the same as basic net loss per share for all
periods presented since the effect of any potentially dilutive securities is excluded, as they are anti-dilutive due to the Company‟s net losses.

     Unaudited Pro Forma Net Loss per Share —Pro forma basic and diluted net loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding for the period (excluding shares subject to repurchase) plus the weighted average
number of common shares resulting from the assumed conversion, from their respective issuance dates, of outstanding shares of Series A, B
and C convertible preferred stock which will occur upon the closing of the planned initial public offering.

     Unaudited Pro Forma Information —The unaudited pro forma information in the accompanying balance sheets assumes: (1) the
conversion of the outstanding shares of convertible preferred stock into 30,043,580 shares of common stock and (2) the exercise of a warrant to
purchase 125,000 shares of common stock at $0.67 per share, resulting from the completion of the initial public offering as if it had actually
occurred on December 31, 2003. Common shares issued resulting from the initial public offering and its related estimated net proceeds are
excluded from such pro forma information.

      Comprehensive Loss —Comprehensive loss is comprised of two components: net loss and other comprehensive income (loss). Other
comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are recorded as
an element of stockholders equity, but are excluded from net loss. Statements of comprehensive loss for the years ended December 31, 2001,
2002 and 2003 have been included within the consolidated statements of stockholders‟ equity. Accumulated other comprehensive income (loss)
in the accompanying consolidated balance sheets consists of the unrealized gain or loss on marketable securities.

      Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentrations of credit risk consist
primarily of cash and cash equivalents, marketable securities and trade receivables. Risks associated with cash and cash equivalents and
marketable securities are mitigated by banking with and purchasing money market funds, commercial paper, market auction preferred stock,
corporate notes and corporate bonds from creditworthy institutions. The Company sells its products primarily to companies in the technology
industry and in certain instances does not require its customers to provide collateral to support accounts receivable. To reduce credit risk,
management performs ongoing credit evaluations of its customers‟ financial condition. At December 31, 2002 and 2003, the Company had
recorded allowances for doubtful accounts of $10,000 and $432,000, respectively.

     Recently Issued Accounting Standards —In July 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities . SFAS No. 146

                                                                       F-11
Table of Contents

Index to Financial Statements

                                                    ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

supersedes previous accounting guidance, principally EITF No. 94-3. The provisions of SFAS No. 146 are applicable for restructuring
activities initiated after December 28, 2002. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be
recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost was recognized at the date of the commitment to an exit
plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. The adoption of SFAS No. 146 on
January 1, 2003 did not have a material effect on the Company‟s consolidated financial statements.

       In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), “Guarantor‟s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation specifies the disclosures to be made by a guarantor in
its interim and annual financial statements concerning its obligations under certain guarantees that it has issued. FIN 45 also requires a
guarantor to recognize a liability, at the inception of the guarantee, for the fair value of obligations it has undertaken in issuing the guarantee.
The disclosure requirements of FIN 45 are effective for interim and annual periods ending after December 15, 2002. The initial recognition and
initial measurement requirements of FIN 45 are effective for guarantees issued or modified after December 31, 2002. The adoption of these
provisions did not have a material impact on the Company‟s consolidated financial statements.

      In December 2002, the EITF reached a consensus on EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables . This
Issue addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating
activities. In some arrangements, the different revenue-generating activities (deliverables) are sufficiently separable and there exists sufficient
evidence of their fair values to separately account for some or all of the deliverables (that is, there are separate units of accounting). In other
arrangements, some or all of the deliverables are not independently functional, or there is not sufficient evidence of their fair values to account
for them separately. This Issue addresses when and how an arrangement involving multiple deliverables should be divided into separate units
of accounting. This Issue does not change otherwise applicable revenue recognition criteria. The guidance in this Issue is effective for revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a material effect on the
Company‟s consolidated financial statements.

      In January 2003 the FASB issued FIN 46, Consolidation of Variable Interest Entities . FIN 46 requires certain variable interest entities to
be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support
from other parties. The provisions of FIN 46 are effective immediately for all arrangements entered into after January 31, 2003. The Company
has not invested in any entities that management believes are variable interest entities, and does not expect the adoption of FIN 46 to have a
material effect on its consolidated financial statements.

       In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity . SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both
liabilities and equity. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at
the beginning of the first interim period beginning after June 15, 2003. SFAS 150 is to be implemented by reporting the cumulative effect of a
change in an accounting principle for financial instruments created before the issuance date of the statement and still existing at the beginning
of the interim period of adoption. The adoption of SFAS 150 did not have a material effect on the Company‟s consolidated financial
statements.

     In December 2003 the SEC issued SAB 104, Revenue Recognition. SAB 104 updates portions of existing interpretative guidance in order
to make this guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The adoption of
SAB 104 did not have a material effect on the Company‟s consolidated financial statements.

                                                                        F-12
Table of Contents

Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2.   Marketable Securities

      Marketable securities consist of (in thousands):
                                                                                                      December 31, 2003

                                                                                                   Gross               Gross
                                                                                                 Unrealized          Unrealized
                                                                              Amortized           Holding             Holding                    Fair
                                                                                Cost               Gains              Losses                     Value

Commercial paper                                                             $ 12,908           $        —          $          —             $ 12,908
Corporate notes and bonds                                                       6,135                    —                     (3 )             6,132
Market auction preferred stock                                                  4,904                    —                     —                4,904
U.S. government securities                                                      1,250                    —                     —                1,250
Money market funds                                                                 12                    —                     —                   12

     Total                                                                      25,209                   —                     (3 )              25,206
     Less: Amounts included in cash and cash equivalents                        (9,782 )                 —                     —                 (9,782 )

                                                                             $ 15,427           $        —          $          (3 )          $ 15,424


                                                                                                      December 31, 2002

                                                                                                   Gross               Gross
                                                                                                 Unrealized          Unrealized
                                                                              Amortized           Holding             Holding                    Fair
                                                                                Cost               Gains              Losses                     Value

Market auction preferred stock                                               $ 14,760           $        —          $          —             $ 14,760
Corporate notes                                                                 7,694                    7                     (3 )             7,698
Commercial paper                                                                2,229                    —                     —                2,229
Adjustable rate mortgage securities                                             2,043                    7                     —                2,050
Money market funds                                                                  7                    —                     —                    7

     Total                                                                      26,733                   14                    (3 )              26,744
     Less: Amounts included in cash and cash equivalents                        (2,236 )                 —                     —                 (2,236 )

                                                                             $ 24,497           $        14         $          (3 )          $ 24,508


      At December 31, 2002 and 2003, all marketable securities have maturities of less than one year or interest rates that reset in less than one
year. Any gains and losses on sales of securities are computed on a specific identification basis. The Company did not realize any gains or
losses during the years ended December 31, 2001, 2002 and 2003.

3.   Inventories

      Inventories consist of (in thousands):
                                                                                                                          December 31,

                                                                                                                     2002             2003

            Finished goods                                                                                        $ 2,747         $      5,641
            Work-in-process                                                                                           287                5,124
            Raw materials                                                                                           1,412                  164

                    Total                                                                                         $ 4,446         $ 10,929
F-13
Table of Contents

Index to Financial Statements

                                                  ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4.   Property and Equipment

      Property and equipment at December 31 consist of (in thousands):
                                                                                                                   December 31,

                                                                                                              2002                   2003

            Machinery and equipment                                                                       $    4,307         $        5,481
            Software                                                                                           1,051                  1,170
            Leasehold improvements                                                                               193                    274
            Furniture and fixtures                                                                                87                    111

                                                                                                               5,638                  7,036
            Accumulated depreciation and amortization                                                         (3,019 )               (4,690 )

            Property and equipment, net                                                                   $    2,619         $        2,346


     At December 31, 2002 and 2003, machinery and equipment and software under capital lease agreements amounted to $654,000 and
$211,000 (net of accumulated amortization of $1,341,000 and $1,777,000, respectively.)

5.   Accrued Liabilities

      Accrued liabilities at December 31 consist of (in thousands):
                                                                                                                       December 31,

                                                                                                                     2002             2003

            Accrued compensation and benefits                                                                  $       978       $      2,944
            Accrued marketing development funds                                                                        145              2,996
            Other liabilities                                                                                          903              4,210

                    Total                                                                                      $ 2,026           $ 10,150


6.   Commitments and Contingencies

      Leases

     The Company leases facilities under operating lease agreements and certain equipment under capital lease agreements. Under the lease
agreement for its principal facility, the Company must maintain a restricted cash balance of $1,125,000, which is included in other assets at
December 31, 2002 and 2003.

                                                                      F-14
Table of Contents

Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      At December 31, 2003, future minimum annual lease payments under capital and operating leases are as follows (in thousands):
                                                                                                         Capital     Operating
                                                                                                         Lease        Lease

                    2004                                                                                $   375      $   2,050
                    2005                                                                                     —           1,110
                    2006                                                                                     —              96
                    2007                                                                                     —              34
                    2008                                                                                     —              30
                    Thereafter                                                                               —              25

                    Total minimum lease payments                                                            375          3,345

                    Less amount representing interest                                                        (13 )

                                                                                                             362
                    Less current portion                                                                    (362 )

                    Long-term portion                                                                   $     —


      Rent expense was $1,346,000, $1,278,000 and $1,610,000 for the years ended December 31, 2001, 2002 and 2003, respectively.

      Licensing Agreements

     The Company entered into several licensing agreements which allow it to use certain software for specified periods of time. As of
December 31, 2003, minimum payments under these agreements are $2,828,000, $2,329,000 and $1,858,000 in 2004, 2005 and 2006,
respectively. Software expense associated with these licensing agreements was $1,033,000, $1,937,000 and $2,608,000 for the years ended
December 31, 2001, 2002 and 2003, respectively.

      Contingencies

     From time to time, the Company may become involved in litigation. Management is not currently aware of any matters that will have a
material adverse affect on the financial position, results of operations or cash flows of the Company.

       Under the indemnification provisions of the Company‟s standard software license agreements and standard terms and conditions of
semiconductor sales, the Company agrees to defend the customer/licensee against third- party claims asserting infringement of certain
intellectual property rights, which may include patents, copyrights, trademarks or trade secrets, and to pay any judgments entered on such
claims against the customer/licensee. There have been no claims under such indemnification provisions through December 31, 2003.

7.   Short and Long-Term Debt

      Equipment Loan

      In September 2001, the Company entered into an agreement to finance certain equipment purchases up to a maximum amount of
$3,000,000. During fiscal 2001 and 2002, the Company financed $1,328,000 and $575,000 in purchases at interest rates ranging from 7.5% to
9.4%. The remaining balance of the agreement is no longer available as of December 31, 2003. The equipment collateralizes the loan balance
due. The loan agreement

                                                                     F-15
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Index to Financial Statements

                                                    ATHEROS COMMUNICATIONS, INC.

                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

contains certain nonfinancial covenants. In addition, the Company must maintain a restricted cash balance of $500,000, which is included
within other assets at December 31, 2002 and 2003. Principal and interest payments are due in monthly installments through July 2005. At
December 31, 2003, $538,000 is outstanding under this agreement.

      Bank Loan and Security Agreement

      In March 2003 the Company entered into a loan agreement with a bank, which was amended in December 2003 (the “Agreement”). The
Agreement allows the Company to finance up to $10,000,000 of working capital requirements (subject to certain limitations) and $2,000,000 of
equipment purchases. Borrowings under the Agreement are secured by all of the tangible assets of the Company. The Agreement contains
financial covenants related to tangible net worth, as well as other nonfinancial covenants. Interest on borrowings under the working capital line
is payable monthly and is calculated at the bank‟s prime rate (4.0% at December 31, 2003) plus 1.0%. Borrowings under the working capital
line are due in March 2005, or earlier as required by borrowing limits defined in the Agreement. Principal and interest is payable monthly for
borrowings related to equipment purchases.

     At December 31, 2003, $4,000,000 and $1,837,000 was outstanding under the working capital and equipment purchase arrangements,
respectively. At December 31, 2003, $6,000,000 was available for additional borrowings under the working capital arrangement and no funds
were available under the equipment purchase arrangements.

      Future principal payments of long-term debt as of December 31, 2003 are (in thousands):

                    2004                                                                                               $    984
                    2005                                                                                                    718
                    2006                                                                                                    503
                    2007                                                                                                    170

                    Total principal payments                                                                           $ 2,375


8.   Stockholders’ Equity

     At December 31, 2003 the Company was authorized to issue 50,000,000 shares of preferred stock, of which 12,050,000 Series A shares,
7,673,014 Series B shares, and 10,320,566 Series C shares were issued and outstanding.

      Convertible Preferred Stock

      The significant terms of the convertible preferred stock are as follows:

      •          Each share is convertible into one share of common stock (subject to adjustments for events of dilution) and has the same voting
                 rights as the number of common shares into which it is convertible. Shares will automatically be converted upon a public
                 offering of common stock meeting specified criteria.

      •          If and when declared by the Board of Directors, the holders of Series A, Series B and Series C convertible preferred stock are
                 entitled to receive noncumulative dividends at the rate of $0.04, $0.2688 and $0.5168 per share per annum, respectively, on
                 each outstanding share of convertible preferred stock.

                                                                       F-16
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Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      •          Holders of Series A, Series B and Series C convertible preferred stock have a liquidation preference of $0.50, $3.335 and $6.46
                 per share, respectively, plus any declared but unpaid dividends. Holders of Series C convertible preferred stock shall be
                 preferred in liquidation over the Series A and Series B stockholders. A sale of substantially all of the Company‟s assets or a
                 change in control is treated as a deemed liquidation.

      Warrants

       In September 2001, in connection with an equipment loan (see Note 6), the Company issued a warrant to purchase $225,000 of Series C
or Series D convertible preferred stock. In the event the exercise of the warrant occurs prior to a round of financing in which Series D
convertible preferred stock is issued, the warrant will be exercisable for shares of the Company‟s Series C convertible preferred stock with an
exercise price based on the Series C issuance price. If the exercise occurs after a round of financing in which Series D convertible preferred
stock is issued and the effective price per share of the Series D convertible preferred stock issued in such financing is lower than the Series C
issuance price, then the warrant will be exercisable for shares of the Company‟s Series D convertible preferred stock with an exercise price
based on the Series D issuance price. If the effective price per share of the Series D convertible preferred stock issued is higher than the Series
C issuance price, then the warrant will be exercisable for shares of the Company‟s Series C convertible preferred stock with an exercise price
based on the Series C issuance price. As of December 31, 2003, the warrant had not been exercised. The estimated fair value of the warrant
issued, using the Black-Scholes pricing model with the following weighted average assumptions: term, 2.75 years; volatility, 75%; risk-free
interest rate, 3.1%; and no dividends during the term, based on the Series C issuance price of $6.46 was $110,000 and is being amortized over
the life of the lease obligation as additional interest expense.

      In April 2000, in connection with the operating lease obligation for its principal facility (see Note 6), the Company issued a warrant to
purchase 125,000 shares of common stock at an exercise price of $0.67 per share. As of December 31, 2002, the warrant had not been
exercised and expires upon the earlier of April 14, 2005 or the closing of a public offering with gross proceeds to the Company of at least $20
million and a per share price of at least $6.75. The estimated fair value of the warrant issued, using the Black-Scholes pricing model with the
following assumptions: term, five years; volatility, 50%; risk-free interest rate, 6.7%; and no dividends during the term, was $44,000 and is
being amortized over the life of the lease obligation as additional rent expense.

      Common Stock

      During the year ended December 31, 2001, the Company issued 3,870 shares of common stock to nonemployees in exchange for services
rendered. The Company recorded compensation expense, based on the fair value of the common stock, of $5,000 in connection with these
issuances. During the year ended December 31, 2002, the Company agreed to issue 20,000 shares of common stock to an employee in
exchange for services rendered. The Company recorded compensation expense based on the fair value of the common stock of $26,000 in
connection with these issuances.

      At December 31, 2003, the Company has reserved shares of common stock for issuance as follows:

            Options outstanding under stock option plan                                                                      10,541,172
            Conversion of convertible preferred stock                                                                        30,043,580
            Reserved for issuance under stock option plan                                                                     1,560,680
            Common stock warrants outstanding                                                                                   125,000
            Preferred stock warrants outstanding                                                                                 34,830

                    Total shares reserved                                                                                    42,305,262


                                                                       F-17
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Index to Financial Statements

                                                      ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Stock Incentive Plan

      The Company‟s 1998 Stock Incentive Plan (the “Plan”) authorizes the grant of restricted stock and options to purchase up to 25,950,000
shares of common stock. Stock options may be granted to employees, officers, directors, and consultants at prices not less than the fair market
value at date of grant for incentive stock options and not less than 85% of fair market value for nonstatutory stock options as determined by the
Board of Directors. These options generally expire ten years from the date of grant and are immediately exercisable. Options generally vest at a
rate of 25% on the first anniversary of the grant date and 1/48 per month thereafter. At December 31, 2003, 747,503 unvested shares were
subject to repurchase by the Company at the original issuance price (see Note 13). At December 31, 2003 1,560,680 options were available for
future grant under the Plan.

      Option activity under the Plan is as follows:
                                                                                                                                  Weighted
                                                                                                                                  Average
                                                                                                               Number             Exercise
                                                                                                               of Shares           Price

            Outstanding, January 1, 2001 (173,333 vested at a weighted average exercise price of $0.06
              per share)                                                                                        3,484,250         $   0.47
            Granted (weighted average fair value of $0.23 per option)                                           3,732,460             1.07
                Exercised                                                                                      (2,866,203 )           0.51
                Canceled                                                                                         (460,254 )           0.89

            Outstanding, December 31, 2001 (549,232 vested at a weighted average exercise price of
              $0.37 per share)                                                                                  3,890,253             0.96
            Granted (weighted average fair value of $0.19 per option)                                           2,948,250             1.29
                Exercised                                                                                        (177,207 )           0.98
                Canceled                                                                                         (390,672 )           1.14

            Outstanding, December 31, 2002 (1,470,494 vested at a weighted average exercise price of
              $0.72 per share)                                                                                  6,270,624             1.10
            Granted (weighted average fair value of $1.52 per option)                                           6,339,350             1.86
                Exercised                                                                                      (1,321,729 )           1.18
                Canceled                                                                                         (747,073 )           1.27

            Outstanding, December 31, 2003 (2,591,951 vested at a weighted average exercise price of
              $0.99 per share)                                                                                10,541,172          $   1.53


      Additional information regarding options outstanding as of December 31, 2003 is as follows:
                                           Options Outstanding                                                   Options Vested

                                                                  Weighted
                                                                  Average           Weighted                                      Weighted
                                                                 Remaining          Average                                       Average
                Range of                  Number                 Contractual        Exercise              Number                  Exercise
              Exercise Prices            of Options              Life (Years)        Price               of Options                Price

                 $0.05                      390,000                 5.17           $    0.05               389,583                $   0.05
                 $0.67                      737,207                 6.85                0.67               510,294                    0.67
               $1.29-1.89                 8,531,765                 8.92                1.39             1,692,074                    1.31
                 $2.50                      193,700                 9.86                2.50                    —                       —
               $4.75-5.36                   688,500                 9.90                4.79                    —                       —

               $0.05-5.36                10,541,172                 8.72           $    1.53             2,591,951                $   0.99
F-18
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Index to Financial Statements

                                                  ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Issuance of Equity Instruments in Exchange for Services

      During the years ended December 31, 2001, 2002 and 2003, the Company issued options to nonemployees for the purchase of 143,500,
120,000 and 140,000 shares of common stock, respectively, at weighted average exercise prices of $1.02, $1.29 and $1.52 per share,
respectively. A portion of these options vested immediately, while the remainder originally vested over a period of four months to four years.
The Company accounted for the unvested options under variable accounting. The fair value of these awards during the years ended December
31, 2001, 2002 and 2003 was calculated using the Black-Scholes pricing model with the following weighted average assumptions: option term,
remaining statutory life; volatility, 75% in 2001, 2002 and 2003; risk-free interest rate, 5.2% in 2001, 4.0% in 2002 and 4.5% in 2003; and no
dividends during the option term.

      During November 2003 the Company accelerated the vesting of certain options issued to outside advisors. This acceleration enabled the
optionholders to vest immediately in 140,000 options, which otherwise would have vested over 48 months. In connection with this
acceleration, the Company recorded $721,000 as compensation expense based on the fair value of the options at the date of acceleration. At
December 31, 2003, all options granted to nonemployees have vested.

      The compensation expense for all nonemployee awards for the years ended December 31, 2001, 2002 and 2003, including charges related
to the acceleration of vesting, aggregated $528,000, $224,000 and $968,000, respectively, and was recognized in the accompanying statement
of operations in accordance with the related service being performed.

      Acceleration of Vesting of Employee Stock Options

      During the years ended December 31, 2001, 2002 and 2003, in connection with severance agreements relating to the termination of
certain employees, the Company accelerated the vesting of options to purchase common stock beyond their employment period. This
acceleration enabled these employees to vest in an additional 61,365, 293,144 and 441,541 options, respectively, over the number to which they
would normally be entitled. The Company recorded compensation expense equal to the intrinsic value of the options at the date that each
employee accepted the severance agreement, which aggregated $41,000, $238,000 and $929,000 for the years ended December 31, 2001, 2002
and 2003, respectively.

      Deferred Stock Compensation

      During the year ended December 31, 2003, the Company issued 6,141,350 common stock options to employees at a weighted average
exercise price of $1.87 per share. The weighted average exercise price was below the weighted average deemed fair value of the Company‟s
common stock of $3.15 per share. The cumulative deferred stock-based compensation with respect to these grants totaled $7,828,000 and is
being amortized to expense on a graded vesting method over the vesting period of the options through 2008.

9.   Net Loss Per Share
                                                                                                              December 31,

                                                                                                2001               2002              2003

Net loss (numerator)                                                                        $   (30,642 )     $    (22,359 )     $   (13,166 )

Denominator for basic and diluted net loss per share:
    Weighted average shares outstanding                                                          17,772             17,279            17,528
    Weighted average shares subject to repurchase                                                (7,757 )           (3,262 )          (1,082 )

                                                                                                 10,015             14,017            16,446

Basic and diluted net loss per share                                                        $     (3.06 )     $      (1.60 )     $     (0.80 )


                                                                     F-19
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Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      For the years ended December 31, 2001, 2002 and 2003 the incremental shares from the assumed exercise of 3,890,253, 6,270,624, and
10,541,172 stock options, respectively, were not included in computing the dilutive per share amounts because the Company‟s net losses would
result in these options having an anti-dilutive effect.

10.   Income Taxes

     During the years ended December 31, 2001, 2002 and 2003, the Company recorded provisions for foreign income taxes of $28,000,
$66,000 and $125,000, respectively. Due to the Company‟s net losses, no provision for federal or state income taxes has been recorded for any
period presented.

      Significant components of the Company‟s net deferred tax assets for federal and state income taxes consist of (in thousands):
                                                                                                                         December 31,

                                                                                                                  2002                  2003

            Deferred tax assets:
                Net operating loss carryforwards                                                              $   22,897          $     25,014
                Credit carryforwards                                                                               8,153                 9,753
                Capitalized research and development                                                               2,153                 1,183
                Inventory valuation                                                                                  606                   620
                Deferred revenue                                                                                     293                   280
                Other accruals and reserves recognized in different periods                                          375                   961

                      Total deferred tax assets                                                                   34,477                37,811
            Deferred tax liabilities—excess tax over book depreciation and other                                    (247 )                (123 )

                     Total deferred tax assets                                                                     34,230                37,688
            Valuation reserve                                                                                     (34,230 )             (37,688 )

            Net deferred tax assets                                                                           $           —       $            —


      Management believes that, given the Company‟s historical cumulative losses and the uncertainty regarding future profitability, it is more
likely than not that the deferred tax assets will not be utilized. Accordingly, a full valuation allowance has been recorded for all deferred tax
assets.

      The effective tax rate differs from the applicable U.S. statutory federal income tax rate as follows:
                                                                                                                   December 31,

                                                                                                        2001               2002           2003

            U.S. statutory federal tax rate                                                              35.0 %             35.0 %         35.0 %
            State taxes, net of federal benefit                                                           6.1               16.1          (11.6 )
            Research and development credits                                                              1.9                6.1            9.1
            Stock-based compensation                                                                     (0.7 )             (0.8 )         (8.2 )
            Other                                                                                        (0.5 )               —             2.8
            Change in valuation allowance                                                               (41.8 )            (56.4 )        (27.1 )

            Effective tax rate                                                                                —%              —%               —%


     At December 31, 2003, the Company has federal and state net operating loss carryforwards of approximately $68,031,000 and
$20,946,000 respectively, expiring through 2023 and 2013, respectively.

                                                                       F-20
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Index to Financial Statements

                                                   ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      At December 31, 2003, the Company also has research and development credits of approximately $6,501,000 and $3,253,000 available to
offset future federal and state income taxes, respectively. The federal tax credit carryforward expires beginning in 2018. The state tax credit
carryforward has no expiration.

      For federal and state tax purposes, a portion of the Company‟s net operating loss and credit carryforwards may be subject to certain
limitations on utilization in case of a change in ownership, as defined by federal and state tax law.

11.   Employee Benefit Plan

      The Company sponsors a 401(k) Savings Plan (the Plan) for all employees who meet certain eligibility requirements. Participants may
contribute, on a pre-tax basis, between 1% and 25% of their annual compensation, but not to exceed a maximum contribution amount pursuant
to Section 401(k) of the Internal Revenue Code. The Company is not required to contribute, nor has it contributed, to the Plan for any of the
periods presented.

12.   Segment Information, Operations By Geographic Area And Significant Customers

     The Company currently operates in one reportable segment, the design and marketing of semiconductors for the wireless LAN industry.
The Company‟s Chief Operating Decision Maker (“CODM”) is the CEO.

   Geographic Information

      Long-lived assets outside of the United States are insignificant. Net revenue consists of sales to customers in the following countries:
                                                                                                        December 31,

                                                                                              2001           2002          2003

                    Taiwan                                                                       24 %           61 %          88 %
                    Japan                                                                        18             15             6
                    United States                                                                49              8             1
                    Malaysia                                                                      7             13            —
                    Other                                                                         2              3             5

   Significant Customers

      Customers representing greater than 10% of net revenues are as follows:
                                                                                                            December 31,

                                                                                                     2001       2002        2003

                    Global Sun Technology Inc.                                                         —%            1%       28 %
                    Ambit Microsystems Corporation                                                     —             1        20
                    D-Link Corporation                                                                  1           15         8
                    Accton Technology Corporation                                                      21            9         5
                    Sony Corporation                                                                   11            9         1
                    The Linksys Group                                                                  —            12        —
                    Inovar, Inc.                                                                       11            8        —
                    Xircom, Inc.                                                                       24           —         —

                                                                       F-21
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Index to Financial Statements

                                                 ATHEROS COMMUNICATIONS, INC.

                                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      Customers representing greater than 10% of accounts receivable are as follows:
                                                                                                            December 31,

                                                                                                          2002        2003

                    Global Sun Technology Inc.                                                               —%            32 %
                    Ambit Microsystems Corporation                                                           —             20
                    Gemtek Technology Co. Ltd.                                                               —             15
                    Accton Technology Corporation                                                            —             13
                    Askey Computer Corporation                                                               13             6
                    Alps Electric Co., Ltd.                                                                  10             4
                    Z-Com, Inc.                                                                              21             2
                    Inovar, Inc.                                                                             18            —

13.   Related Party Transactions

      At December 31, 2003, the Company held two full recourse notes receivable, which were issued in connection with the early exercise of
stock options in 2000 and 2001 for the purchase of the Company‟s common stock, with a total balance of $123,000. The related unvested
shares issued upon exercise of these stock options were subject to repurchase by the Company at original issuance price (see Note 8). The
interest rates on these notes are 6.56% and 5.07% per annum, respectively. One note ($109,000 as of December 31, 2003) originally matured at
the earlier of six years after the date of origination or six months after the stockholders‟ termination of employment with the Company. In
March 2003, in connection with this employee‟s severance arrangement, the Company extended the term of the loan, subject to the satisfaction
of certain conditions, to the earlier or May 2, 2006 or the date of a merger or acquisition of the Company. The remaining note ($14,000 as of
December 31, 2003) is forgiven by 25% plus interest for each year that the employee remains employed by the Company. In the event the
employee is terminated, the entire unpaid balance of principal and interest shall become due and payable immediately. Due to this forgiveness
provision, the Company accounted for the related stock options under variable accounting and recorded compensation expense of $23,000,
$8,000 and $2,000 in the accompanying statement of operations for the years ended December 31, 2001, 2002 and 2003, respectively. Both
notes are collateralized by the common stock obtained from the exercise of stock options discussed above.

      At December 31, 2003, the Company held a full recourse note receivable, which arose from a transaction unrelated to the exercise of
stock options, with a remaining balance of approximately $7,000 from an employee of the Company. This note bears interest at 6.56% per
annum, and is forgiven by 25% plus interest for each year that the employee remains employed by the Company. During 2003 $7,000 was
forgiven and recorded as compensation expense. In the event the employee is terminated, the entire unpaid balance of principal and interest
shall become due and payable immediately. This note is collateralized by the common stock and is included in the balance sheet within other
current assets.

      During the years ended December 31, 2002 and 2003 the Company recorded charges of $163,000 and $211,000 related to a consulting
agreement with one of its directors, under which this director provides engineering services to the Company. No amounts were paid for such
services during the year ended December 31, 2001.

                                                                    F-22
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Index to Financial Statements



                         [The inside back cover contains graphics and text describing our product features described below:]

       [“Low Power” with battery graphic and caption “Atheros delivers lower power consumption” and bullet points: “• Reduced power
            consumption for longer battery life”; “• Uses significantly less power in transmit, receive and sleep operating modes”]

[“Enhanced Throughput” with photo of consumer electronic wireless product and bullet points: “• Proprietary enhancement for data rates over
   100 Mbps”; “• Wired speeds on a wireless network”; “• Supports more users with higher throughput”; “• Increases network efficiency”]

     [“Range Enhancement” with photo of outdoor WLAN deployment and bullet points”: “• Can more than double the range of wireless
  connections”; “• Enables single access point coverage of the home”; “• Minimizes dead spots in the enterprise”; “• Enables larger coverage
                                                           areas for public access”]

 [“Integrated Solutions” with a globe graphic and bullet points: “• Interoperable with any 802.11 network”; “• Operates over entire unlicensed
                                               WLAN spectrum”; “• Up to 27 usable channels”]
Table of Contents

Index to Financial Statements
Table of Contents

Index to Financial Statements

                                                                          Part II

                                            INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

       The following table sets forth the various expenses expected to be incurred by the Registrant in connection with the sale and distribution
of the securities being registered hereby, other than underwriting discounts and commissions. All amounts are estimated except the Securities
and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and the Nasdaq National Market
listing fee.

            Securities and Exchange Commission registration fee                                                           $        8,090
            National Association of Securities Dealers, Inc. filing fee                                                           10,500
            Nasdaq National Market listing fee                                                                                   100,000
            Blue Sky fees and expenses                                                                                            10,000
            Accounting fees and expenses                                                                                         380,000
            Legal fees and expenses                                                                                              750,000
            Printing and engraving expenses                                                                                      250,000
            Registrar and Transfer Agent‟s fees                                                                                   12,500
            Miscellaneous fees and expenses                                                                                        1,410

            Total                                                                                                         $    1,510,000


Item 14.    Indemnification of Directors and Officers

      Section 145 of the Delaware General Corporation Law provides for the indemnification of officers, directors, and other corporate agents
in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the “Act”). Article VIII of the Registrant‟s Restated Certificate of Incorporation
(Exhibit 3.2 hereto) and Article 5 of the Registrant‟s Bylaws (Exhibit 3.4 hereto) provide for indemnification of the Registrant‟s directors,
officers, employees and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law. The
Registrant has also entered into agreements with our directors and officers that will require the Registrant, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by
law.

      The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the Underwriters of the Registrant, our directors and officers,
and by the Registrant of the Underwriters, for certain liabilities, including liabilities arising under the Act, and affords certain rights of
contribution with respect thereto.

Item 15.    Recent Sales of Unregistered Securities

     On various dates between May 1998 and December 2003, we issued 15,923,853 shares of our common stock to employees and directors
pursuant to the exercise of options granted under our 1998 stock incentive plan. The exercise prices per share ranged from $0.05 to $5.36, for
an aggregate consideration of $4,176,700.

     In December 1998, March 1999 and May 1999, we issued 12,050,000 shares of series A convertible preferred stock for aggregate
consideration of $6.0 million to 14 accredited investors.

       In March 2000, we effected a 2-for-1 forward stock split. All share numbers in this registration statement have been adjusted to reflect
this stock split.

     In March 2000, we issued 7,673,014 shares of series B convertible preferred stock for aggregate consideration of $25.3 million to 21
accredited investors.

                                                                           II-1
Table of Contents

Index to Financial Statements

        In April 2000, we issued a warrant to purchase 125,000 shares of our common stock with an exercise price of $0.67 per share.

     In April 2001, we issued 10,320,566 shares of series C convertible preferred stock for aggregate consideration of $66.7 million to 33
accredited investors.

      In September 2001, we issued a warrant to purchase 34,830 shares of Series C convertible preferred stock with an exercise price of $6.46
per share.

      The sales of the above securities were considered to be exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act, or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions
by an issuer not involving a public offering or transactions under compensatory benefit plans and contracts relating to compensation as
provided under Rule 701. The recipients of securities in each of these transactions represented their intention to acquire the securities for
investment only and not with a view to or for sale with any distribution thereof, and appropriate legends were affixed to the share certificates
and instruments issued in these transactions. All recipients had adequate access, through their relationship with the registrant, to information
about the registrant.

Item 16.        Exhibits and Financial Statement Schedules

(a)      Exhibits
      Exhibit
      Number               Description

 1.1                       Form of Underwriting Agreement.
 3.1 **                    Amended and Restated Certificate of Incorporation of the Registrant and amendments thereto.
 3.2 **                    Form of Restated Certificate of Incorporation of the Registrant, to be filed upon the closing of the offering to which this
                           Registration Statement relates.
 3.3 **                    Bylaws of the Registrant.
 3.4 **                    Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of the offering to which this
                           Registration Statement relates.
 4.1 **                    Specimen Common Stock Certificate.
 5.1 *                     Opinion of Pillsbury Winthrop LLP.
10.1 **                    Form of Indemnification Agreement between the Registrant and its officers and directors.
10.2 **                    1998 Stock Incentive Plan and form of agreements thereunder.
10.3                       Form of 2004 Stock Incentive Plan and form of agreements thereunder.
10.4                       Form of 2004 Employee Stock Purchase Plan.
10.5 **                    Lease Agreement by and between Registrant and 525 Almanor LLC, dated April 14, 2000.
10.6 **                    Sublease Agreement by and between the Registrant and Marvell Semiconductor, Inc. dated May 23, 2003.
10.7 **                    Promissory Note, dated February 11, 2000, by and between the Registrant and Richard Redelfs.
10.8 **                    Warrant to Purchase Shares of Preferred Stock of Atheros Communications, Inc. dated September 6, 2001 by and
                           between the Registrant and GATX Ventures, Inc.
10.9 **                    Warrant to Purchase Shares of Common Stock of T-Span Corporation, dated April 14, 2000, by and between the
                           Registrant and 525 Almanor LLC.
10.10**                    Employment Agreement, dated February 15, 2000, by and between the Registrant and Richard Bahr.
10.11**                    Employment Agreement, dated June 7, 2000, by and between the Registrant and Ranendu Das.

                                                                          II-2
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Index to Financial Statements

  Exhibit
  Number                 Description

10.12**                  Employment Agreement, dated October 22, 2001, by and between the Registrant and Thomas Foster.
10.13**                  Offer Letter, dated April 9, 2003, by and between the Registrant and Craig Barratt.
10.14**                  Offer Letter, dated September 26, 2003, by and between the Registrant and Jack Lazar.
10.15**                  Offer Letter, dated October 25, 2003, by and between the Registrant and Colin Macnab.
10.16**                  Transition Agreement, dated March 21, 2003, by and between the Registrant and Richard Redelfs.
10.17**                  Loan and Security Agreement, dated March 31, 2003, between the Registrant and Silicon Valley Bank.
10.18**                  Equipment Loan and Security Agreement, dated September 2001, between the Registrant and GATX Ventures, Inc.
10.19**                  Consulting Agreement, dated January 2002, between the Registrant and Teresa Meng.
10.20**                  Second Amended and Restated Investors‟ Rights Agreement dated April 18, 2001 and amendments thereto.
10.21**                  Offer Letter, dated November 19, 2003, by and between the Registrant and Paul G. Franklin.
10.22                    Amendment, dated December 31, 2003, to Loan and Security Agreement, dated March 31, 2003, between the Registrant
                         and Silicon Valley Bank.
10.23                    Agreement and Release of Claims, dated December 22, 2003, by and between the Registrant and Ranendu Das.
21.1 **                  List of Subsidiaries.
23.1                     Consent of Deloitte & Touche LLP, independent auditors.
23.2 *                   Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 **                  Power of Attorney.

*       To be filed by amendment.
**      Previously filed.

(b)     Financial Statement Schedule

Independent Auditors‟ Report on Schedule

        Schedule II — Valuation and Qualifying Accounts.
        Other schedules are omitted because they are not required.

                                                                        II-3
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Index to Financial Statements

                                                  Independent Auditors’ Report on Schedule

To the Board of Directors and Stockholders of Atheros Communications, Inc.:

      We have audited the accompanying consolidated financial statements of Atheros Communications, Inc. and subsidiaries (the “Company”)
as of December 31, 2002 and 2003 and for each of the three years in the period ended December 31, 2003 and have issued our report thereon
dated January 15, 2004 (included elsewhere in this Registration Statement). Our audits also included the consolidated financial statement
schedule listed in Item 16(b) of this Registration Statement. This consolidated financial statement schedule is the responsibility of the
Company‟s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a whole presents fairly, in all material respects, the
information set forth therein.


/s/ D ELOITTE & T OUCHE LLP

San Jose, California
January 15, 2004

                                                                        II-4
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Index to Financial Statements

                                                          SCHEDULE II

                                           VALUATION AND QUALIFYING ACCOUNTS
                                        For the Years Ended December 31, 2001, 2002 and 2003
                                                           (in thousands)
                                                                       Balance at                                 Balance at
                                                                       Beginning                                   End of
                                                                       of Period       Additions     Deductions    Period

Allowance for doubtful accounts receivable:
    Year ended December 31, 2001                                       $       —      $         —    $       —    $       —

     Year ended December 31, 2002                                      $       —      $         10   $       —    $       10

     Year ended December 31, 2003                                      $       10     $        422   $       —    $      432


                                                                II-5
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Index to Financial Statements

Item 17.    Undertakings

      Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes that:

      (1)    For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this
             registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule
             424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared
             effective.

      (2)    For the purpose of determining any liability under the Act, each post effective amendment that contains a form of prospectus shall
             be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
             time shall be deemed to be the initial bona fide offering thereof.

      (3)    It will provide to the underwriters at the closing(s) specified in the underwriting agreement certificates in such denominations and
             registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

                                                                       II-6
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Index to Financial Statements

                                                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 15th
day of January, 2004.

                                                                                                    Atheros Communications, Inc.

                                                                                       By               /s/   C RAIG H. B ARRATT
                                                                                                                  Craig H. Barratt
                                                                                                        President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
                                 Name                                              Title                                            Date


              /s/      C RAIG H. B ARRATT                         President and Chief Executive Officer                     January 15, 2004
                                                                (Principal Executive Officer) and Director
                            Craig H. Barratt

                 /s/      J ACK R. L AZAR                       Vice President and Chief Financial Officer                  January 15, 2004
                                                               (Principal Financial and Accounting Officer)
                             Jack R. Lazar

                                   *                                      Chairman of the Board                             January 15, 2004

                           John L. Hennessy

                                   *                                             Director                                   January 15, 2004

                            Teresa H. Meng

                                   *                                             Director                                   January 15, 2004

                             Forest Baskett

                                   *                                             Director                                   January 15, 2004

                           William B. Elmore

                                   *                                             Director                                   January 15, 2004

                           Marshall L. Mohr

                                   *                                             Director                                   January 15, 2004

                          Andrew S. Rappaport


*                   /s/     C RAIG H. B ARRATT
                                Attorney-in-Fact

                                                                       II-7
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Index to Financial Statements

                                                                    Exhibit Index
   Exhibit
   Number           Description

 1.1                Form of Underwriting Agreement.
 3.1 **             Amended and Restated Certificate of Incorporation of the Registrant and amendments thereto.
 3.2 **             Form of Restated Certificate of Incorporation of the Registrant, to be filed upon the closing of the offering to which this
                    Registration Statement relates.
 3.3 **             Bylaws of the Registrant.
 3.4 **             Form of Amended and Restated Bylaws of the Registrant, to be effective upon the closing of the offering to which this
                    Registration Statement relates.
 4.1 **             Specimen Common Stock Certificate.
 5.1 *              Opinion of Pillsbury Winthrop LLP.
10.1 **             Form of Indemnification Agreement between the Registrant and its officers and directors.
10.2 **             1998 Stock Incentive Plan and form of agreements thereunder.
10.3                Form of 2004 Stock Incentive Plan and form of agreements thereunder.
10.4                Form of 2004 Employee Stock Purchase Plan.
10.5 **             Lease Agreement by and between Registrant and 525 Almanor LLC, dated April 14, 2000.
10.6 **             Sublease Agreement by and between the Registrant and Marvell Semiconductor, Inc. dated May 23, 2003.
10.7 **             Promissory Note, dated February 11, 2000, by and between the Registrant and Richard Redelfs.
10.8 **             Warrant to Purchase Shares of Preferred Stock of Atheros Communications, Inc. dated September 6, 2001 by and between the
                    Registrant and GATX Ventures, Inc.
10.9 **             Warrant to Purchase Shares of Common Stock of T-Span Corporation, dated April 14, 2000, by and between the Registrant
                    and 525 Almanor LLC.
10.10**             Employment Agreement, dated February 15, 2000, by and between the Registrant and Richard Bahr.
10.11**             Employment Agreement, dated June 7, 2000, by and between the Registrant and Ranendu Das.
10.12**             Employment Agreement, dated October 22, 2001, by and between the Registrant and Thomas Foster.
10.13**             Offer Letter, dated April 9, 2003, by and between the Registrant and Craig Barratt.
10.14**             Offer Letter, dated September 26, 2003, by and between the Registrant and Jack Lazar.
10.15**             Offer Letter, dated October 25, 2003, by and between the Registrant and Colin Macnab.
10.16**             Transition Agreement, dated March 21, 2003, by and between the Registrant and Richard Redelfs.
10.17**             Loan and Security Agreement, dated March 31, 2003, between the Registrant and Silicon Valley Bank.
10.18**             Equipment Loan and Security Agreement, dated September 2001, between the Registrant and GATX Ventures, Inc.
10.19**             Consulting Agreement, dated January 2002, between the Registrant and Teresa Meng.
10.20**             Second Amended and Restated Investors‟ Rights Agreement dated April 18, 2001 and amendments thereto.
10.21**             Offer Letter, dated November 19, 2003, by and between the Registrant and Paul G. Franklin.
10.22               Amendment, dated December 31, 2003, to Loan and Security Agreement, dated March 31, 2003, between the Registrant and
                    Silicon Valley Bank.
10.23               Agreement and Release of Claims, dated December 22, 2003, by and between the Registrant and Ranendu Das.
21.1 **             List of Subsidiaries.
23.1                Consent of Deloitte & Touche LLP, independent auditors.
23.2 *              Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 **             Power of Attorney.

* To be filed by amendment.
** Previously filed.
                                   Exhibit 1.1


ATHEROS COMMUNICATIONS, INC.

COMMON STOCK ($0.0005 Par Value)


  UNDERWRITING AGREEMENT


                  , 2004
                                                                            , 2004

Morgan Stanley & Co. Incorporated
Lehman Brothers, Inc.
Banc of America Securities LLC
Thomas Weisel Partners LLC
c/o Morgan Stanley & Co.
     Incorporated
     1585 Broadway
     New York, New York 10036

Dear Sirs and Mesdames:

      Atheros Communications, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to the several underwriters named
in Schedule I hereto (collectively, the “ Underwriters ”)           shares of its common stock, par value $0.0005 (the “ Firm Shares ”). The
Company also proposes to issue and sell to the several Underwriters not more than an additional            shares of its common stock, par value
$0.0005 (the “ Additional Shares ”), if and to the extent that you, as managers of the offering (the “ Managers ”), shall have determined to
exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The
Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares .” The shares of common stock, par value
$0.0005 of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common
Stock .”

      The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement, including a
prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended
(the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement ”; the prospectus in the form first used to confirm sales of
Shares is hereinafter referred to as the “ Prospectus .” If the Company has filed an abbreviated registration statement to register additional
shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference
herein to the term “ Registration Statement ” shall be deemed to include such Rule 462 Registration Statement.

      Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) has agreed to reserve a portion of the Shares to be purchased by it under this
Agreement for sale to the Company‟s directors, officers, employees and business associates and other parties related to the Company
(collectively, “ Participants ”), as set forth in the Prospectus under the heading “Underwriters” (the “ Directed
Share Program ”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program are referred to
hereinafter as the “ Directed Shares .” Any Directed Shares not confirmed for purchase by any Participants by the end of the business day on
which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

     1.    Representations and Warranties .     The Company represents and warrants to and agrees with each of the Underwriters that:

            (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or threatened by the Commission.

            (b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the
Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use therein.

             (c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is
duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its Subsidiaries, taken as a whole.

            (d) Each of Atheros India, LLC, a Delaware limited liability corporation and wholly owned subsidiary of the Company (“ Atheros
India ”), Atheros Communications International, LLC, a Delaware limited liability corporation and wholly owned subsidiary of the Company
(“ Atheros International ), and Atheros Communications K.K., a Japanese corporation and wholly owned subsidiary of the Company
(“Atheros Japan”), have been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its
incorporation. Atheros India, Atheros International and Atheros Japan (each a “ Subsidiary ” and collectively the “ Subsidiaries ”), has the
corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the
Company and its Subsidiaries, taken as a whole; all of the issued shares of capital stock of each Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances,
equities or claims.

                                                                        -2-
           (e) The Company does not have any significant subsidiaries as defined in Rule 1-(02)(w) of Regulation S-X.

          (f) This Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the
Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law.

           (g) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

            (h) The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued,
fully paid and non-assessable.

            (i) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

             (j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or any
judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, and no consent,
approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of
its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with
the offer and sale of the Shares.

             (k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, from that set
forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

            (l) There are no legal or governmental proceedings pending or threatened to which the Company or any of its Subsidiaries is a party
or to which any of the properties of the Company or any of its Subsidiaries is subject that are required to be described in the Registration
Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described
in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

            (m) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder.

                                                                         -3-
           (n) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus will not be, required to register as an “ investment company ” as such term is defined in the Investment Company
Act of 1940, as amended.

             (o) The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license
or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material
adverse effect on the Company and its Subsidiaries, taken as a whole.

              (p) Except as disclosed in the Registration Statement and the Prospectus, there are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential
liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken as
a whole.

            (q) There are no contracts, agreements or understandings between the Company and any person granting such person the right to
require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the
Company to include such securities with the Shares registered pursuant to the Registration Statement.

            (r) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) the
Company and its Subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material
transaction not in the ordinary course of business; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or
otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not
been any material change in the capital stock, short-term debt or long-term debt of the Company and its Subsidiaries, except in each case as
described in the Prospectus.

            (s) The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and valid title to all
personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens,
encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property and
buildings held under

                                                                        -4-
lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries,
in each case except as described in the Prospectus.

            (t) The Company and its Subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business
now operated by them, and neither the Company nor any of its Subsidiaries has received any notice of infringement of or conflict with asserted
rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a material adverse affect on the Company and its Subsidiaries, taken as a whole.

           (u) No material labor dispute with the employees of the Company or any of its Subsidiaries exists, except as described in the
Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor
disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a material adverse effect on the
Company and its Subsidiaries, taken as a whole.

              (v) The Company and its Subsidiaries are insured by the insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its Subsidiaries
has been refused any insurance coverage sought or applied for; and neither the Company nor any of its Subsidiaries has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole, except as described in the Prospectus.

           (w) The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any of its Subsidiaries has
received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its
Subsidiaries, taken as a whole, except as described in the Prospectus.

            (x) The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management‟s general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management‟s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.

                                                                        -5-
            (y) The Registration Statement, the Prospectus and any preliminary prospectus comply, and any amendments or supplements
thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus or any preliminary prospectus, as
amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.

            (z) No consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those
obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.

            (aa) The Company has not offered, or caused Morgan Stanley or its affiliates to offer, Shares to any person pursuant to the Directed
Share Program with the intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer‟s or supplier‟s level or
type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its
products.

             (bb) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 and
15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the
Company, including its consolidated Subsidiaries, is made known to the Company‟s chief executive officer and its chief financial officer by
others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established;
the Company‟s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design
or operation of internal controls which could adversely affect the Company‟s ability to record, process, summarize, and report financial data;
and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company‟s internal controls;
any material weaknesses in internal controls have been identified for the Company‟s auditors; since the date of the most recent evaluation of
such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly
affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive
officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the
Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) and any related rules and regulations promulgated by the Commission, and the
statements contained in any such certification are complete and correct; and the Company is otherwise in compliance with all applicable
provisions of the Sarbanes-Oxley Act that are effective.

     2.    Agreements to Sell and Purchase .

            (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the
respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $             a share (the “ Purchase Price ”).

                                                                        -6-
             (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the
Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not
jointly, up to          Additional Shares at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time
to time in part by giving written notice of each election to exercise the option not later than thirty (30) days after the date of this Agreement.
Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are
to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the
closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as
provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On
each day, if any, that Additional Shares are to be purchased (an “ Option Closing Date ”), each Underwriter agrees, severally and not jointly,
to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the
same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth
in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

              (c) (i) The Company hereby agrees that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters, it will not, during the period ending one hundred eighty (180) days after the date of the Prospectus, (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled
by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Shares to be sold
hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof, or (iii) the grant by the Company of options under its stock option plans or the issuance by the
Company of shares of Common Stock upon the exercise of such options or pursuant to its employee stock purchase plan.

                 (ii) Additionally, the Company agrees that, without the prior written consent of Morgan Stanley, it will not waive any lock-up
provisions of any agreements between the Company and any of its stockholders or release any of its stockholders from lock-up agreements
between the Company and such stockholders prior to the expiration of the terms of such lock-up provisions or agreements.

     3. Terms of Public Offering . The Company is advised by you that the Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is
advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $      a share (the “ Public
Offering Price ”) and to certain dealers selected by you at a price that represents a concession not in excess of $       a share under the
Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $           a share, to
any Underwriter or to certain other dealers.

                                                                         -7-
     4.    Payment and Delivery .

            (a) Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City
against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on      ,
2004, or at such other time on the same or such other date, not later than        , 2004, as shall be designated in writing by you.

            (b) Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York
City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on
the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not
later than          , 2004, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “
Option Closing Date .”

            (c) The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in
writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm
Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective
accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly
paid, against payment of the Purchase Price therefor.

      5. Conditions to the Underwriters’ Obligations . The obligations of the Company to sell the Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration
Statement shall have become effective not later than [         ] (New York City time) on the date hereof.

     The several obligations of the Underwriters are subject to the following further conditions:

           (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

                 (i) There shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the
Company‟s securities by any “ nationally recognized statistical rating organization ,” as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act; and

                  (ii) There shall not have occurred any change, or any development involving a prospective change, in the condition, financial
or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material
and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the
Prospectus.

                                                                       -8-
             (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive
officer of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company
contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and
delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

            (c) The Underwriters shall have received on the Closing Date an opinion of Pillsbury Winthrop LLP (“ Pillsbury ”), outside
counsel for the Company, dated the Closing Date, to the effect that:

                (i) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State
of Delaware and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus;

                  (ii) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the
Prospectus in all material respects;

                  (iii) The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly
issued, fully paid and non-assessable;

                   (iv) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable;

                 (v) This Agreement has been duly authorized, executed and delivered by the Company;

                 (vi) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this
Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company or, to the best of
such counsel‟s knowledge, any agreement or other instrument binding upon the Company or any of its Subsidiaries that is material to the
Company and its Subsidiaries, taken as a whole, and which is filed as an exhibit to the Registration Statement or, to the best of such counsel‟s
knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary,
and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by
the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares;

                 (vii) The statements relating to legal matters, documents or proceedings included in; (A) the Prospectus under the captions [“
Business—Legal Matters ,” “ Business — [                ] ” and “ Description of Capital Stock ”]; and (B) the Registration Statement in Items
14 and 15, in each case fairly summarize in all material respects such matters, documents or proceedings;

                                                                       -9-
                (viii) To such counsel‟s knowledge and except as set forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company is a party or to which any of the properties of the Company is subject which, if determined adversely to the
Company, would individually or in the aggregate have a material adverse effect on the Company;

                 (ix) Such counsel does not know of any contracts or other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required;

                  (x) The Company is not, and will not become immediately after the consummation of the transactions contemplated by this
Agreement, as a result of the consummation of the transactions contemplated by this Agreement, and application of the net proceeds therefrom
as described in the Prospectus, required to register as an “ investment company ” as such term is defined in the Investment Company Act of
1940, as amended; and

                  (xi) The Registration Statement and Prospectus and any further amendments or supplements thereto made by the Company
prior to the Closing Date (other than the financial statements and related schedules and other financial, statistical and accounting data included
therein, as to which Pillsbury expresses no opinion or statement), when they became effective or were filed with the Commission, as the case
may be, complied as to form in all material respects with the requirements of the Act and the rules and regulations of the Commission
thereunder. In passing upon the compliance as to form of the Registration Statement and the Prospectus, Pillsbury assumes that the statements
made therein are correct and complete.

       During the course of the preparation of the Registration Statement and the Prospectus, Pillsbury participated in conferences with officers
and other representatives of the Company, the Company‟s independent accountants, the Underwriters and the Underwriters‟ counsel at which
the contents of the Registration Statement and the Prospectus and other related matters were discussed. Although Pillsbury is not passing upon
and has not independently checked or verified the accuracy, completeness or fairness of the statements contained in the Registration Statement
or the Prospectus (except for the statements referred to in Section 5(c)(vii) above), based on Pillsbury‟s participation in the preparation of the
Registration Statement and the Prospectus as discussed above, no facts have come to Pillsbury‟s attention that lead it to believe that, as of the
effective date of the Registration Statement, the Registration Statement (except as to the financial statements, including the notes thereto and
related schedules, and the other financial, statistical and accounting data included therein or that should have been included therein, as to which
Pillsbury is not called upon to and do not advise the Underwriters) contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, or that, as of its date or as of the date hereof, the
Prospectus (except in each such case as to patent matters and the financial statements, including the notes thereto and related schedules, and the
other financial, statistical and accounting data included or that should have been included therein, as to which Pillsbury is not called upon to
and do not advise the Underwriters) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

                                                                       -10-
     The opinion of Pillsbury described in this Section 5(c) shall be rendered to the Underwriters at the request of the Company.

           (d) The Underwriters shall have received at each Closing: an opinion of Van Pelt & Li LLP, special patent counsel to the Company
with respect to the patents (the “ Patents ”) and patent applications (the “ Applications ”) set forth on Schedule II hereto, dated as of the
applicable Closing, to the effect that:

                  (i) To such counsel‟s knowledge, written assignments to the Company of all ownership interests in the Patents and/or
Applications noted on Schedule II have been duly authorized, executed and delivered by all of the inventors in accordance with their terms or
the inventors are each under a contractual obligation to assign such Patents and/or Applications noted on Schedule II and such assignments are
being sought by counsel in cooperation with the Company as needed in the ordinary course of business;

                  (ii) To such counsel‟s knowledge, there is no claim of any party other than the Company to any ownership interest or lien with
respect to any of the Patents and/or Applications noted on Schedule II;

                  (iii) To such counsel‟s knowledge, other than in connection with assertions or inquiries made by PTO examiners in the
ordinary course of the prosecution of the Company‟s Patents and/or Applications noted on Schedule II, there is not pending or threatened in
writing any action, suit, proceeding or claim by others (A) challenging the validity or scope of the Patents and/or Applications noted on
Schedule II, or (B) other than as disclosed to the Underwriters in writing, asserting that any patent is infringed by the activities of the Company
described in the Prospectus or by the manufacture, use or sale of any of the Company‟s products; and

               (iv) To such counsel‟s knowledge, there is not pending or threatened in writing any action, suit, proceeding or claim by the
Company asserting infringement on the part of any third party of the Patents and/or Applications noted on Schedule II.

            (e) The Underwriters shall have received at each Closing: an opinion of Pillsbury Winthrop LLP, special patent counsel to the
Company with respect to the patents (the “ Patents ”) and patent applications (the “ Applications ”) set forth on Schedule III hereto, dated as
of the applicable Closing, to the effect that:

                (i) To such counsel‟s knowledge, the Company is listed in the Patent and Trademark Office records as the owner of each
Patent and Application listed on Schedule III hereto;

                  (ii) To such counsel‟s knowledge, there is no claim of any party other than the Company to any ownership interest or recorded
lien with respect to any of the Patents and/or Applications noted on Schedule III ;

                                                                       -11-
                  (iii) To such counsel‟s knowledge, other than in connection with assertions or inquiries made by PTO examiners in the
ordinary course of the prosecution of the Company‟s Patents and/or Applications noted on Schedule III , there is not pending or threatened in
writing any action, suit, proceeding or claim by others (A) challenging the validity or scope of the Patents and/or Applications noted on
Schedule III , or (B) other than as disclosed to the Underwriters in writing, asserting that any patent is infringed by the activities of the
Company described in the Prospectus or by the manufacture, use or sale of any of the Company‟s products;

               (iv) To such counsel‟s knowledge, there is not pending or threatened in writing any action, suit, proceeding or claim by the
Company asserting infringement on the part of any third party of the Patents and/or Applications noted on Schedule III ; and

                 (v) The statements in the Prospectus under the captions “ Risk Factors—If we fail to secure or protect our intellectual
property rights, competitors may be able to use our technologies, which could weaken our competitive position, reduce our revenue or
increase our costs ,” “ Risk Factors—Any potential dispute involving our patents or other intellectual property could include our
industry partners and customers, which could trigger our indemnification obligations to them and result in substantial expense to us ”
and “ Intellectual Property—Patents ,” to such counsel‟s knowledge, insofar as such statements relate to the Patents and/or Applications
noted on Schedule III are accurate in all material respects.

            (f) The Underwriters shall have received on the Closing Date an opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (“ WSGR ”), counsel for the Underwriters, dated the Closing Date, (i) covering the matters referred to in Sections 5(c)(iv) and
5(c)(xi) above, and (ii) to the effect that the statements set forth in the Prospectus under the caption “ Description of Capital Stock ,” insofar
as they purport to constitute a summary of the terms of the common stock, and under the caption “ Underwriting ,” insofar as they purport to
describe the provisions of the laws and documents referred to therein, are accurate, complete and fair.

           With respect to Section 5(c)(xi) above, WSGR may state that their beliefs are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are
without independent check or verification, except as specified.

             (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the
Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public
accountants, containing statements and information of the type ordinarily included in accountants‟ “ comfort letters ” to underwriters with
respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus; provided that
the letter delivered on the Closing Date shall use a “ cut-off date ” not earlier than the date hereof.

           (h) The “ lock-up ” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders, officers
and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to
you on or before the date hereof, shall be in full force and effect on the Closing Date.

                                                                        -12-
           (i) The Registration Statement shall have become effective not later than 5:00 p.m. (New York City time) on the date hereof.

             (j) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462 Registration Statement with the Commission
in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of
filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of
such fee pursuant to Rule 111(b) under the Securities Act.

            (k) The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the
Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a
post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective
amendment shall have become effective.

            (l) No stop order suspending the effectiveness of the Registration Statement, any Rule 462 Registration Statement, or any
post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or
threatened by the Commission.

           (m) The NASD shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

            (n) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by the Chief
Executive Officer or President of the Company, to the effect set forth in Sections 5(a)(ii) and 5(l) hereof and to the effect that the
representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date (except that those
representations and warranties which address matters only as of a particular date shall remain true and correct as of such date) and that the
Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or
satisfied hereunder on or before the Closing Date.

           (o) On the Closing Date, as applicable, the Managers and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Shares as
contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the
conditions or agreements, herein contained.

     The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable
Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due
authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such
Additional Shares.

                                                                       -13-
     6. Covenants of the Company . In further consideration of the agreements of the Underwriters herein contained, the Company
covenants with each Underwriter as follows:

            (a) To furnish to you, without charge, six (6) signed copies of the Registration Statement (including exhibits thereto) and for
delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New
York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during
the period mentioned in Section 6(c) below, as many copies of the Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.

         (b) Before amending or supplementing the Registration Statement or the Prospectus, to furnish to you a copy of each such proposed
amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the
Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such
Rule.

            (c) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the
Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on
behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in
the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will comply with law.

           (d) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request.

           (e) To make generally available to the Company‟s security holders and to you as soon as practicable an earning statement covering
the twelve-month period ending          , 2005 that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations
of the Commission thereunder.

             (f) To place stop transfer orders on any Directed Shares that have been sold to Participants subject to the three (3) month restriction
on sale, transfer, assignment, pledge or hypothecation imposed by NASD Regulation, Inc. under its Interpretative Material 2110-1 on
free-riding and withholding to the extent necessary to ensure compliance with the three month restrictions.

                                                                        -14-
           (g) To comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the
Directed Shares are offered in connection with the Directed Share Program.

              (h) Whether or not the transactions contemplated in this Underwriting Agreement (this “ Agreement ”) are consummated or this
Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including:
(i) the fees, disbursements and expenses of the Company‟s counsel and the Company‟s accountants in connection with the registration and
delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration
Statement, any preliminary prospectus, the Prospectus and amendments and supplements to any of the foregoing, including all printing costs
associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified;
(ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable
thereon; (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the
Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities
laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum; (iv) all filing fees and the
reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the
Shares by the National Association of Securities Dealers, Inc.; (v) all fees and expenses in connection with the preparation and filing of the
registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the Nasdaq
National Market and, if applicable, other national securities exchanges and foreign stock exchanges; (vi) the cost of printing certificates
representing the Shares; (vii) the costs and charges of any transfer agent, registrar or depositary; (viii) the costs and expenses of the Company
relating to investor presentations on any “ road show ” undertaken in connection with the marketing of the offering of the Shares, including,
without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and
officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show; (ix) the document
production charges and expenses associated with printing this Agreement; (x) all other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not otherwise made in this Section; (xi) all fees and disbursements of counsel
incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any,
incurred by the Underwriters in connection with the Directed Share Program; and (xii) all expenses in connection with any offer and sale of the
Shares outside of the United States, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in
connection with offers and sales outside of the United States. It is understood, however, that except as provided in this Section 6, Section 7
entitled “ Indemnity and Contribution ,” and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses,
including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising
expenses connected with any offers they may make.

                                                                      -15-
          (i) The Company shall apply the net proceeds from the sale of the Shares sold by it in the manner described under the caption “ Use
of Proceeds ” in the Prospectus.

           (j) The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Common Stock.

            (k) During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission and the Nasdaq National
Market all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall file with the Commission such
information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act.

            (l) That in connection with the Directed Share Program, the Company will, upon notification, ensure that the Directed Shares will
be restricted to the extent required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of
three (3) months following the date of the effectiveness of the Registration Statement. Morgan Stanley will notify the Company as to which
Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such securities for
such period of time. Furthermore, the Company covenants with Morgan Stanley that the Company will comply with all applicable securities
and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the
Directed Share Program.

            (m) During the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission pursuant
to Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act.

     7.    Indemnity and Contribution.

             (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act ”), and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein; provided, however
that the foregoing indemnity agreement with respect to any preliminary prospectus or the Prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Shares, or any person controlling
such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not

                                                                        -16-
sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim, damage or liability.

            (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use
in the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto.

             (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the “ indemnified party ”) shall promptly notify the person against
whom such indemnity may be sought (the “ indemnifying party ”) in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying
party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in
addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by Morgan Stanley & Co. Incorporated, in the case of parties indemnified pursuant to Section 7(a), and by
the Company, in the case of parties indemnified pursuant to Section 7(b). The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected without its written consent if; (i) such settlement is entered into more
than thirty (30) days after receipt by such indemnifying party of the aforesaid request; and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
proceeding.

                                                                        -17-
             (d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 7(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but
also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed
to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the
Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover
of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters
and the parties‟ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The
Underwriters‟ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Shares they
have purchased hereunder, and not joint.

             (e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified
party at law or in equity.

                                                                        -18-
          (f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of
the Company contained in this Agreement shall remain operative and in full force and effect regardless of; (i) any termination of this
Agreement; (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any
Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company; and (iii) acceptance of and
payment for any of the Shares.

     8.    Directed Share Program Indemnification .

            (a) The Company agrees to indemnify and hold harmless Morgan Stanley and its affiliates and each person, if any, who controls
Morgan Stanley or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (“ Morgan
Stanley Entities ”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to
Participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading; (ii) caused by the failure of any Participant to pay for
and accept delivery of Directed Shares that the Participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the
Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to
have resulted from the bad faith or gross negligence of Morgan Stanley Entities.

            (b) In case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in
respect of which indemnity may be sought pursuant to Section 8(a), the Morgan Stanley Entity seeking indemnity shall promptly notify the
Company in writing and the Company, upon request of the Morgan Stanley Entity, shall retain counsel reasonably satisfactory to the Morgan
Stanley Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any Morgan Stanley Entity shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless (i) the Company shall
have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the
Company and the Morgan Stanley Entity and representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Company shall not, in respect of the legal expenses of the Morgan Stanley Entities in
connection with any proceeding or related proceedings the same jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Morgan Stanley Entities. Any such firm for the Morgan Stanley Entities shall be designated in writing
by Morgan Stanley. The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the Morgan Stanley Entities from and
against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time a Morgan Stanley
Entity shall have requested the Company to reimburse it for fees and

                                                                       -19-
expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) days after receipt by
the Company of the aforesaid request and (ii) the Company shall not have reimbursed the Morgan Stanley Entity in accordance with such
request prior to the date of such settlement. The Company shall not, without the prior written consent of Morgan Stanley, effect any settlement
of any pending or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and indemnity could have
been sought hereunder by such Morgan Stanley Entity, unless such settlement includes an unconditional release of the Morgan Stanley Entities
from all liability on claims that are the subject matter of such proceeding.

             (c) To the extent the indemnification provided for in Section 8(a) is unavailable to a Morgan Stanley Entity or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then the Company, in lieu of indemnifying the Morgan Stanley Entity
thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or liabilities
(i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Morgan Stanley Entities
on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause 8(c)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(c)(i) above but also the
relative fault of the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with the offering of the Directed
Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting
expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities for the Directed Shares, bear to the
aggregate Public Offering Price of the Shares. If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of a
material fact, the relative fault of the Company on the one hand and the Morgan Stanley Entities on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information
supplied by the Company or by the Morgan Stanley Entities and the parties‟ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

            (d) The Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to this
Section 8 were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable considerations referred to in Section 8(c). The amount paid or payable by
the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley Entities in
connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Morgan Stanley
Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to
the public were offered to the public exceeds the amount of any damages that such

                                                                        -20-
Morgan Stanley Entity has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies that may otherwise be
available to any Morgan Stanley Entity at law or in equity.

             (e) The indemnity and contribution provisions contained in this Section 8 shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company,
its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.

       9. Termination . The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and
delivery of this Agreement and prior to the Closing Date; (i) trading generally shall have been suspended or materially limited on, or by, as the
case may be, any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or other relevant exchanges; (ii) trading of any securities of the
Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a material disruption in securities settlement,
payment or clearance services in the United States or other relevant jurisdiction shall have occurred; (iv) any moratorium on commercial
banking activities shall have been declared by Federal or New York State or relevant foreign country authorities; or (v) there shall have
occurred any outbreak or escalation of hostilities, or any change in financial markets currency exchange rates or controls or any calamity or
crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in
your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner
contemplated in the Prospectus.

      10. Effectiveness; Defaulting Underwriters .       This Agreement shall become effective upon the execution and delivery hereof by the
parties hereto.

       If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to
purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be
purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite
their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Shares
without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm
Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of
Firm Shares to be purchased, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within
36 hours after such default, this

                                                                       -21-
Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if
any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option
Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional
Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting
Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

      If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement
with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred
by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

      11. Counterparts . This Agreement may be signed in two (2) or more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

        12.   Applicable Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York.

    13. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.

      14. Information Furnished by the Underwriters . The statements set forth in the [               ] paragraph on the cover page of the
Prospectus and the statements set forth in the [       ] paragraph(s) under the heading “ Underwriting ” in the Prospectus constitute the
only information furnished by or on behalf of the Underwriters as such information is referred to in Section 7 hereof.

      15. Notices . Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram
and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to the Underwriters at Morgan Stanley & Co. Incorporated,
New York, N.Y. 10036, Attention: [               ], copies to Jeffrey D. Saper, WSGR, counsel to the Underwriters, at 650 Page Mill Road, Palo
Alto, CA 94304, and if to the Company, shall be sufficient in all respects if delivered or sent to the offices of the Company at 529 Almanor
Avenue, Sunnyvale, CA 94085, Attention: Corporate Secretary, copies to Jorge del Calvo, Pillsbury Winthrop LLP, counsel to the Company, at
2475 Hanover Street, Palo Alto, CA 94304.

                                                                      -22-
       16. Parties at Interest . The Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the
Company and to the extent provided in Section 7 hereof the controlling persons, partners, directors and officers referred to in such section, and
their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association
or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this
Agreement.

      17. Successors and Assigns . This Agreement shall be binding upon the Underwriters and the Company and their successors and
assigns and any successor or assign of any substantial portion of the Company‟s and any of the Underwriters‟ respective businesses and/or
assets.

      18. Partial Unenforceability . The invalidity or unenforceability of any section, subsection, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, subsection, paragraph or provision hereof. If any section, subsection,
paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

      19. Entire Agreement . This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior
written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

      20. Amendments . This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition
herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

      21. Sophisticated Parties . Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately
represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution
provisions of Sections 7 and 8, and is fully informed regarding said provisions.

                                                           [Signature Page Follows]


                                                                      -23-
                                                           Very truly yours,

                                                           ATHEROS COMMUNICATIONS, INC.

                                                           By:

                                                                 Name: Craig Barrat
                                                                 Title: Chief Executive Officer

Accepted as of the date hereof

Morgan Stanley & Co. Incorporated
Lehman Brothers, Inc.
Banc of America Securities LLC
Thomas Weisel Partners LLC

Acting severally on behalf of themselves and the several
  Underwriters named in Schedule I hereto.

By: Morgan Stanley & Co. Incorporated

By:

       Name:
       Title:
                                         SCHEDULE I

                                                      Number of Firm Shares
                           Underwriter                  To Be Purchased
Morgan Stanley & Co. Incorporated
Lehman Brothers, Inc.
Banc of America Securities LLC
Thomas Weisel Partners LLC




    Total:
                                                                    EXHIBIT A

                                                        FORM OF LOCK-UP LETTER

                                                                                                                                               , 2003

      Morgan Stanley & Co. Incorporated
      Lehman Brothers, Inc.
      Banc of America Securities
      Thomas Weisel Partners LLC
      c/o Morgan Stanley & Co. Incorporated
      1585 Broadway
      New York, NY 10036

      Dear Sirs and Mesdames:

      The undersigned understands that Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) proposes to enter into an Underwriting
Agreement (the “ Underwriting Agreement ”) with Atheros Communications, Inc., a Delaware corporation (the “ Company ”), providing for
the public offering (the “ Public Offering ”) by the several Underwriters, including Morgan Stanley (the “ Underwriters ”), of     shares
(the “ Shares ”) of the common stock, $0.0005 par value, of the Company (the “ Common Stock ”).

       To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan Stanley, on behalf of the Underwriters, it will not, during the
period commencing on the date hereof and ending one hundred eighty (180) days after the date of the final prospectus relating to the Public
Offering (the “ Prospectus ”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the
completion of the Public Offering, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift
or gifts, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of
the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and
deliver a lock-up letter substantially in the form of this letter and (ii) the undersigned shall not be required to, and shall not voluntarily, file a
report under Section 16(a) of the Securities Exchange Act of 1934, reporting a reduction in beneficial ownership of shares of Common Stock
during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending one hundred eighty (180) days after the date of the Prospectus, make any demand
for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company‟s
transfer agent and registrar against the transfer of the undersigned‟s shares of Common Stock except in compliance with the foregoing
restrictions.

     If:

          (1) during the last 17 days of the one hundred eighty (180) day restricted period the Company issues a earnings release or material
     news or a material event relating to the Company occurs; or

           (2) prior to the expiration of the one hundred eighty (180) day restricted period, the Company announces that it will release earnings
     results during the 16-day period beginning on the last day of the one hundred eighty (180) day period,

      the restrictions imposed by this letter shall continue to apply until the expiration of the eighteen (18) day period beginning on the issuance
of the earnings release or the occurrence of the material news or material event.

     The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward
consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and is binding upon the
undersigned‟s heirs, legal representatives, successors and assigns.

      Notwithstanding anything to the contrary herein, if the Public Offering shall not have occurred prior to June 1, 2004, this letter agreement
shall be of no further force and effect.

      Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering
will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the
Underwriters.

                                                                                              Very truly yours,



                                                                                              (Name)



                                                                                              (Address)

                                                                        -2-
                                             Exhibit 10.3

ATHEROS COMMUNICATIONS, INC.

   2004 STOCK INCENTIVE PLAN

(Adopted by the Board on January 14, 2004)
                                                    Table of Contents

                                                                                Page

SECTION 1. ESTABLISHMENT AND PURPOSE                                                   1

SECTION 2. DEFINITIONS                                                                 1
  (a)    “Affiliate”                                                                   1
  (b)    “Award”                                                                       1
  (c)    “Board of Directors”                                                          1
  (d)    “Change in Control”                                                           1
  (e)    “Code”                                                                        2
  (f)    “Committee”                                                                   2
  (g)    “Company”                                                                     2
  (h)    “Consultant”                                                                  2
  (i)    “Employee”                                                                    3
  (j)    “Exchange Act”                                                                3
  (k)    “Exercise Price”                                                              3
  (l)    “Fair Market Value”                                                           3
  (m)    “ISO”                                                                         3
  (n)    “Nonstatutory Option” or “NSO”                                                3
  (o)    “Offeree”                                                                     3
  (p)    “Option”                                                                      4
  (q)    “Optionee”                                                                    4
  (r)    “Outside Director”                                                            4
  (s)    “Parent”                                                                      4
  (t)    “Participant”                                                                 4
  (u)    “Plan”                                                                        4
  (v)    “Purchase Price”                                                              4
  (w)    “Restricted Share”                                                            4
  (x)    “Restricted Share Agreement”                                                  4
  (y)    “SAR”                                                                         4
  (z)    “SAR Agreement”                                                               4
  (aa)   “Service”                                                                     4
  (bb)   “Share”                                                                       4
  (cc)   “Stock”                                                                       4
  (dd)   “Stock Option Agreement”                                                      4
  (ee)   “Stock Unit”                                                                  5
  (ff)   “Stock Unit Agreement”                                                        5
  (gg)   “Subsidiary”                                                                  5
  (hh)   “Total and Permanent Disability”                                              5

SECTION 3. ADMINISTRATION                                                              5
  (a)    Committee Composition                                                         5
  (b)    Committee for Non-Officer Grants                                              5
  (c)    Committee Procedures                                                          5

                                            A THEROS C OMMUNICATIONS , I NC .
                                              2004 S TOCK I NCENTIVE P LAN

                                                           -i-
  (d)    Committee Responsibilities                                                6

SECTION 4. ELIGIBILITY                                                             7
  (a)  General Rule                                                                7
  (b)  Automatic Grants to Outside Directors                                       7
  (c)  Ten-Percent Stockholders                                                    8
  (d)  Attribution Rules                                                           8
  (e)  Outstanding Stock                                                           8

SECTION 5. STOCK SUBJECT TO PLAN                                                   8
  (a)  Basic Limitation                                                            8
  (b)  Option/SAR Limitation                                                       9
  (c)  Additional Shares                                                           9

SECTION 6. RESTRICTED SHARES                                                        9
  (a)  Restricted Stock Agreement                                                   9
  (b)  Payment for Awards                                                           9
  (c)  Vesting                                                                      9
  (d)  Voting and Dividend Rights                                                   9
  (e)  Restrictions on Transfer of Shares                                          10
SECTION 7. TERMS AND CONDITIONS OF OPTIONS                                         10
  (a)  Stock Option Agreement                                                      10
  (b)  Number of Shares                                                            10
  (c)  Exercise Price                                                              10
  (d)  Withholding Taxes                                                           10
  (e)  Exercisability and Term                                                     10
  (f)  Exercise of Options                                                         11
  (g)  Effect of Change in Control                                                 11
  (h)  Leaves of Absence                                                           11
  (i)  No Rights as a Stockholder                                                  11
  (j)  Modification, Extension and Renewal of Options                              11
  (k)  Restrictions on Transfer of Shares                                          12
  (l)  Buyout Provisions                                                           12

SECTION 8. PAYMENT FOR SHARES                                                      12
  (a)  General Rule                                                                12
  (b)  Surrender of Stock                                                          12
  (c)  Services Rendered                                                           12
  (d)  Cashless Exercise                                                           12
  (e)  Exercise/Pledge                                                             12
  (f)  Promissory Note                                                             13
  (g)  Other Forms of Payment                                                      13
  (h)  Limitations under Applicable Law                                            13

SECTION 9. STOCK APPRECIATION RIGHTS                                               13

                                               A THEROS C OMMUNICATIONS , I NC .
                                                 2004 S TOCK I NCENTIVE P LAN

                                                              -ii-
  (a)    SAR Agreement                                                              13
  (b)    Number of Shares                                                           13
  (c)    Exercise Price                                                             13
  (d)    Exercisability and Term                                                    13
  (e)    Effect of Change in Control                                                13
  (f)    Exercise of SARs                                                           14
  (g)    Modification or Assumption of SARs                                         14

SECTION 10. STOCK UNITS                                                             14
  (a)  Stock Unit Agreement                                                         14
  (b)  Payment for Awards                                                           14
  (c)  Vesting Conditions                                                           14
  (d)  Voting and Dividend Rights                                                   14
  (e)  Form and Time of Settlement of Stock Units                                   15
  (f)  Death of Recipient                                                           15
  (g)  Creditors’ Rights                                                            15

SECTION 11. ADJUSTMENT OF SHARES                                                    15
  (a)  Adjustments                                                                  15
  (b)  Dissolution or Liquidation                                                   16
  (c)  Reorganizations                                                              16
  (d)  Reservation of Rights                                                        16

SECTION 12. DEFERRAL OF AWARDS                                                      16

SECTION 13. AWARDS UNDER OTHER PLANS                                                17

SECTION 14. PAYMENT OF DIRECTOR‟S FEES IN SECURITIES                                17
  (a)  Effective Date                                                               17
  (b)  Elections to Receive NSOs, Restricted Shares or Stock Units                  17
  (c)  Number and Terms of NSOs, Restricted Shares or Stock Units                   17

SECTION 15. LEGAL AND REGULATORY REQUIREMENTS                                       18

SECTION 16. WITHHOLDING TAXES                                                       18
  (a)  General                                                                      18
  (b)  Share Withholding                                                            18

SECTION 17. LIMITATION ON PARACHUTE PAYMENTS                                        18
  (a)  Scope of Limitation                                                          18
  (b)  Basic Rule                                                                   18
  (c)  Reduction of Payments                                                        19
  (d)  Related Corporations                                                         19

SECTION 18. NO EMPLOYMENT RIGHTS                                                    19

SECTION 19. DURATION AND AMENDMENTS                                                 19

                                                A THEROS C OMMUNICATIONS , I NC .
                                                  2004 S TOCK I NCENTIVE P LAN

                                                                -iii-
 (a)   Term of the Plan                                                           19
 (b)   Right to Amend or Terminate the Plan                                       19
 (c)   Effect of Amendment or Termination                                         19

SECTION 20. EXECUTION                                                             21

                                              A THEROS C OMMUNICATIONS , I NC .
                                                2004 S TOCK I NCENTIVE P LAN

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                                                  ATHEROS COMMUNICATIONS, INC.

                                                      2004 STOCK INCENTIVE PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

      The Plan was adopted by the Board of Directors on January 14, 2004, effective as of the date of the initial offering of Stock to the public
pursuant to a registration statement filed by the Company with the Securities and Exchange Commission. The purpose of the Plan is to promote
the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants
to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with
exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased
stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which
may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights.

SECTION 2. DEFINITIONS.

      (a) “ Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one of more Subsidiaries own not less than 50% of
such entity.

     (b) “Award” shall mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan.

     (c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

     (d) “Change in Control” shall mean the occurrence of any of the following events:

         (i) A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors
     are directors who either:

             (A) Had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

            (B) Were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the
           aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election
           or nomination was previously so approved (the “continuing directors”); or

         (ii) Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the
     combined voting power of the Company‟s then outstanding securities ordinarily (and apart from

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     rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any
     change in the relative beneficial ownership of the Company‟s securities by any person resulting solely from a reduction in the aggregate
     number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person‟s ownership of securities, shall be
     disregarded until such person increases in any manner, directly or indirectly, such person‟s beneficial ownership of any securities of the
     Company; or

         (iii) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate
     reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other
     reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the
     outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such
     continuing or surviving entity; or

          (iv) The sale, transfer or other disposition of all or substantially all of the Company‟s assets.

      For purposes of subsection (d)(i) above, the term “look-back” date shall mean the later of (1) January 14, 2004 or (2) the date 24 months
prior to the date of the event that may constitute a Change in Control.

      For purposes of subsection (d)(ii)) above, the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the
Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company
or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of the Stock.

     Any other provision of this Section 2(d) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company‟s incorporation or to create a holding company that will be owned in substantially the same proportions by the
persons who held the Company‟s securities immediately before such transaction, and a Change in Control shall not be deemed to occur if the
Company files a registration statement with the Securities and Exchange Commission for the initial offering of Stock to the public.

     (e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

      (f) “Committee” shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to administer the
Plan, as described in Section 3 hereof.

     (g) “Company” shall mean Atheros Communications, Inc.

      (h) “Consultant” shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a Subsidiary or an
Affiliate as an independent contractor or a member of the board of directors of a Parent or a Subsidiary who is not an Employee. Service as a
Consultant shall be considered Service for all purposes of the Plan.

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     (i) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

     (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

      (k) “Exercise Price” shall mean, in the case of an Option, the amount for which one Common Share may be purchased upon exercise of
such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified
in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable
upon exercise of such SAR.

      (l) “Fair Market Value” with respect to a Share, shall mean the market price of one Share of Stock, determined by the Committee as
follows:

          (i) If the Stock was traded over-the-counter on the date in question but was not traded on The Nasdaq Stock Market, then the Fair
     Market Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be
     equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated
     inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the “Pink Sheets”
     published by the National Quotation Bureau, Inc.;

         (ii) If the Stock was traded on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last reported sale price
     quoted for such date by The Nasdaq Stock Market;

          (iii) If the Stock was traded on a United States stock exchange on the date in question, then the Fair Market Value shall be equal to
     the closing price reported for such date by the applicable composite-transactions report; and

         (iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith
     on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

     (m) “ISO” shall mean an employee incentive stock option described in Section 422 of the Code.

     (n) “Nonstatutory Option” or “NSO” shall mean an employee stock option that is not an ISO.

      (o) “Offeree” shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon
exercise of an Option).

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     (p) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

     (q) “Optionee” shall mean an individual or estate who holds an Option or SAR.

      (r) “Outside Director” shall mean a member of the Board of Directors who is not a common-law employee of, or paid consultant to, the
Company, a Parent or a Subsidiary. Service as an Outside Director shall be considered Service for all purposes of the Plan, except as provided
in Section 4(a).

      (s) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if
each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a
Parent commencing as of such date.

     (t) “Participant” shall mean an individual or estate who holds an Award.

     (u) “Plan” shall mean this 2004 Stock Incentive Plan of Atheros Communications, Inc., as amended from time to time.

     (v) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an
Option), as specified by the Committee.

     (w) “Restricted Share” shall mean a Share awarded under the Plan.

      (x) “Restricted Share Agreement” shall mean the agreement between the Company and the recipient of a Restricted Share which contains
the terms, conditions and restrictions pertaining to such Restricted Shares.

     (y) “SAR” shall mean a stock appreciation right granted under the Plan.

       (z) “SAR Agreement” shall mean the agreement between the Company and an Optionee which contains the terms, conditions and
restrictions pertaining to his or her SAR.

     (aa) “Service” shall mean service as an Employee, Consultant or Outside Director.

     (bb) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).

     (cc) “Stock” shall mean the Common Stock of the Company.

       (dd) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and
restrictions pertaining to his Option.

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     (ee) “Stock Unit” shall mean a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.

     (ff) “Stock Unit Agreement” shall mean the agreement between the Company and the recipient of a Stock Unit which contains the terms,
conditions and restrictions pertaining to such Stock Unit.

       (gg) “Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of the total
combined voting power of all classes of outstanding stock of such corporation. A corporation that attains the status of a Subsidiary on a date
after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

      (hh) “Total and Permanent Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last,
for a continuous period of not less than 12 months.

SECTION 3. ADMINISTRATION.

       (a) Committee Composition . The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of
the Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy (i) such requirements as the
Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3
(or its successor) under the Exchange Act; and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting
under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code.

      (b) Committee for Non-Officer Grants . The Board may also appoint one or more separate committees of the Board, each composed of
one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to
Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the
Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan
to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. The Board of Directors may also
authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive
Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall
specify the total number of Awards that such officers may so award.

     (c) Committee Procedures . The Board of Directors shall designate one of the members of the Committee as chairman. The Committee
may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at
which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.

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      (d) Committee Responsibilities . Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the
following actions:

           (i) To interpret the Plan and to apply its provisions;

           (ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan;

           (iii) To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

           (iv) To determine when Shares are to be awarded or offered for sale and when Options are to be granted under the Plan;

           (v) To select the Offerees and Optionees;

           (vi) To determine the number of Shares to be offered to each Offeree or to be made subject to each Option;

           (vii) To prescribe the terms and conditions of each award or sale of Shares, including (without limitation) the Purchase Price, the
     vesting of the award (including accelerating the vesting of awards, either at the time of the award or sale or thereafter, without the consent
     of the Offeree or Optionee) and to specify the provisions of the Restricted Stock Agreement relating to such award or sale;

           (viii) To prescribe the terms and conditions of each Option, including (without limitation) the Exercise Price, the vesting or
     duration of the Option (including accelerating the vesting of the Option), to determine whether such Option is to be classified as an ISO
     or as a Nonstatutory Option, and to specify the provisions of the Stock Option Agreement relating to such Option;

           (ix) To amend any outstanding Restricted Stock Agreement or Stock Option Agreement, subject to applicable legal restrictions and
     to the consent of the Offeree or Optionee who entered into such agreement if the Offeree‟s or Optionee‟s rights or obligations would be
     adversely affected;

          (x) To prescribe the consideration for the grant of each Option or other right under the Plan and to determine the sufficiency of such
     consideration;

           (xi) To determine the disposition of each Option or other right under the Plan in the event of an Optionee‟s or Offeree‟s divorce or
     dissolution of marriage;

           (xii) To determine whether Options or other rights under the Plan will be granted in replacement of other grants under an incentive
     or other compensation plan of an acquired business;

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           (xiii) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Stock Option Agreement or any
     Restricted Stock Agreement; and

           (xiv) To take any other actions deemed necessary or advisable for the administration of the Plan.

Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its
responsibilities and may prescribe such conditions and limitations as it may deem appropriate, except that the Committee may not delegate its
authority with regard to the selection for participation of or the granting of Options or other rights under the Plan to persons subject to Section
16 of the Exchange Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Offerees, all
Optionees, and all persons deriving their rights from an Offeree or Optionee. No member of the Committee shall be liable for any action that he
has taken or has failed to take in good faith with respect to the Plan, any Option, or any right to acquire Shares under the Plan.

SECTION 4. ELIGIBILITY.

      (a) General Rule . Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be
eligible for the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs.

     (b) Automatic Grants to Outside Directors .

           (i) Each Outside Director who first joins the Board of Directors after the effective date of the Plan, and who was not previously an
     Employee, shall receive a Nonstatutory Option, subject to approval of the Plan by the Company‟s stockholders, to purchase 50,000
     Shares (subject to adjustment under Section 11) on the first business day after his or her election to the Board of Directors. Twenty-five
     percent (25%) of the Shares subject to each Option granted under this Section 4(b)(i) shall vest and become exercisable on the first
     anniversary of the date of grant. The balance of the Shares subject to such Option (i.e. the remaining seventy-five percent (75%)) shall
     vest and become exercisable monthly over a three-year period beginning on the day which is one month after the first anniversary of the
     date of grant, at a monthly rate of 2.0833% of the total number of Shares subject to such Options. Notwithstanding the foregoing, each
     such Option shall become vested if a Change in Control occurs with respect to the Company during the Optionee‟s Service.

            (ii) On the first business day following the conclusion of each regular annual meeting of the Company‟s stockholders, commencing
     with the annual meeting occurring after the adoption of the Plan, each Outside Director who was not elected to the Board for the first time
     at such meeting and who will continue serving as a member of the Board of Directors thereafter shall receive an Option to purchase
     10,000 Shares (subject to adjustment under Section 11), provided that such Outside Director has served on the Board of Directors for at
     least six months. Each Option granted under the proceeding sentence of this Section 4(b)(ii) to a director first elected to the Board on or
     after November 1, 2003 shall vest and become exercisable ratably

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over forty-eight months. Each Option granted under this Section 4(b)(ii) to a director who was first elected to the Board prior to November 1,
2003 shall vest and become exercisable ratably over 12 months. Notwithstanding the foregoing, each Option granted under this Section 4(b)(ii)
shall become vested if a Change in Control occurs with respect to the Company during the Optionee‟s Service.

           (iii) The Exercise Price of all Nonstatutory Options granted to an Outside Director under this Section 4(b) shall be equal to 100% of
     the Fair Market Value of a Share on the date of grant, payable in one of the forms described in Section 8(a), (b) or (d).

          (iv) All Nonstatutory Options granted to an Outside Director under this Section 4(b) shall terminate on the earlier of (A) the day
     before the tenth anniversary of the date of grant of such Options or (B) the date twelve months after the termination of such Outside
     Director‟s Service for any reason; provided, however, that any such Options that are not vested upon the termination of the Outside
     Director‟s Service for any reason shall terminate immediately and may not be exercised.

      (c) Ten-Percent Stockholders . An Employee who owns more than 10% of the total combined voting power of all classes of outstanding
stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section
422(c)(5) of the Code.

      (d) Attribution Rules . For purposes of Section 4(c) above, in determining stock ownership, an Employee shall be deemed to own the
stock owned, directly or indirectly, by or for such Employee‟s brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly
or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners
or beneficiaries.

    (e) Outstanding Stock . For purposes of Section 4(c) above, “outstanding stock” shall include all stock actually issued and outstanding
immediately after the grant. “Outstanding stock” shall not include shares authorized for issuance under outstanding options held by the
Employee or by any other person.

SECTION 5. STOCK SUBJECT TO PLAN.

      (a) Basic Limitation . Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The maximum aggregate
number of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed 3,000,000 Shares, plus (x) any Shares
remaining available for grant of awards under the Company‟s 1998 Stock Incentive Plan in the effective date of the Plan (including Shares
subject to outstanding options under the Company‟s 1998 Stock Incentive Plan on the effective date of this Plan that are subsequently forfeited
or terminate for any other reason before being exercised and unvested Shares that are forfeited pursuant to such plan after the effective date of
this Plan an (y) an annual increase on the first day of each fiscal year during the term of the Plan, beginning January 1, 2005, in each case in an
amount equal to the lesser of (i) 5,000,000 Shares, (ii) 5% of the outstanding Shares on the last day of the immediately preceding year, or (iii)
an amount determined by the Board. The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 11. The number of
Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then
remain

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available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares
to satisfy the requirements of the Plan.

     (b) Option/SAR Limitation . Subject to the provisions of Section 11, no Participant may receive Options or SARs under the Plan in any
calendar year that relate to more than 1,250,000 Shares, except that grants to a Participant in the calendar year in which his or her service first
commences shall not relate to more than 3,000,000 Shares.

       (c) Additional Shares . If Restricted Shares or Shares issued upon the exercise of Options are forfeited, then such Shares shall again
become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before being
exercised, then the corresponding Shares shall again become available for Awards under the Plan. If Stock Units are settled, then only the
number of Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 5(a) and the
balance shall again become available for Awards under the Plan. If SARs are exercised, then only the number of Shares (if any) actually issued
in settlement of such SARs shall reduce the number available in Section 5(a) and the balance shall again become available for Awards under
the Plan.

SECTION 6. RESTRICTED SHARES.

      (a) Restricted Stock Agreement . Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement
between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need
not be identical.

      (b) Payment for Awards . Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such
consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past
services and future services. To the extent that an Award consists of newly issued Restricted Shares, the Award recipient shall furnish
consideration with a value not less than the par value of such Restricted Shares in the form of cash, cash equivalents, or past services rendered
to the Company (or a Parent or Subsidiary), as the Committee may determine.

      (c) Vesting . Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting
in the event of the Participant‟s death, disability or retirement or other events. The Committee may determine, at the time of granting Restricted
Shares of thereafter, that all or part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to
the Company.

      (d) Voting and Dividend Rights . The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other
rights as the Company‟s other stockholders.

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A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional
Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which
the dividends were paid.

       (e) Restrictions on Transfer of Shares . Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other
restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Stock Agreement and shall apply
in addition to any general restrictions that may apply to all holders of Shares.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

     (a) Stock Option Agreement . Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the
Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option
Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee‟s other
compensation.

      (b) Number of Shares . Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 11.

       (c) Exercise Price . Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than
100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in 4(c), and the Exercise Price of an NSO shall not
be less 85% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, a Stock Option Agreement may specify
that the exercise price of an NSO may vary in accordance with a predetermined formula. Subject to the foregoing in this Section 7(c), the
Exercise Price under any Option shall be determined by the Committee at its sole discretion. The Exercise Price shall be payable in one of the
forms described in Section 8.

      (d) Withholding Taxes . As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Committee may
require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.
The Optionee shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

      (e) Exercisability and Term . Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed
10 years from the date of grant (five years for Employees described in Section 4(c). A

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Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee‟s death, disability, or retirement or other
events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee‟s Service. Options may be
awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are
forfeited. Subject to the foregoing in this Section 7(e), the Committee at its sole discretion shall determine when all or any installment of an
Option is to become exercisable and when an Option is to expire.

      (f) Exercise of Options . Upon Termination of Service. Each Stock Option Agreement shall set forth the extent to which the Optionee
shall have the right to exercise the Option following termination of the Optionee‟s Service with the Company and its Subsidiaries, and the right
to exercise the Option of any executors or administrators of the Optionee‟s estate or any person who has acquired such Option(s) directly from
the Optionee by bequest or inheritance. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform
among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

     (g) Effect of Change in Control . The Committee may determine, at the time of granting an Option or thereafter, that such Option shall
become exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control occurs with respect to the
Company.

     (h) Leaves of Absence . An Employee‟s Service shall cease when such Employee ceases to be actively employed by, or a Consultant to,
the Company (or any subsidiary) as determined in the sole discretion of the Board of Directors. For purposes of Options, Service does not
terminate when an Employee goes on a bona fide leave of absence, that was approved by the Company in writing, if the terms of the leave
provide for continued service crediting, or when continued service crediting is required by applicable law. However, for purposes of
determining whether an Option is entitled to ISO status, an Employee‟s Service will be treated as terminating 90 days after such Employee
went on leave, unless such Employee‟s right to return to active work is guaranteed by law or by a contract. Service terminates in any event
when the approved leave ends, unless such Employee immediately returns to active work. The Company determines which leaves count toward
Service, and when Service terminates for all purposes under the Plan.

     (i) No Rights as a Stockholder . An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any
Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as
provided in Section 11.

      (j) Modification, Extension and Renewal of Options . Within the limitations of the Plan, the Committee may modify, extend or renew
outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted
hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different exercise price, or in
return for the grant of the same or a

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different number of Shares. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, adversely
affect his or her rights or obligations under such Option.

      (k) Restrictions on Transfer of Shares . Any Shares issued upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be
set forth in the applicable Stock Option Agreement and shall apply in addition to any general restrictions that may apply to all holders of
Shares.

      (l) Buyout Provisions . The Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option
previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon
such terms and conditions as the Committee shall establish.

SECTION 8. PAYMENT FOR SHARES.

     (a) General Rule . The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the
United States of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(g) below.

       (b) Surrender of Stock . To the extent that a Stock Option Agreement so provides, payment may be made all or in part by surrendering, or
attesting to the ownership of, Shares which have already been owned by the Optionee or his representative. Such Shares shall be valued at their
Fair Market Value on the date when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership
of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting purposes.

      (c) Services Rendered . At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered
to the Company or a Subsidiary prior to the award. If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall
make a determination (at the time of the award) of the value of the services rendered by the Offeree and the sufficiency of the consideration to
meet the requirements of Section 6(b).

      (d) Cashless Exercise . To the extent that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a
form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds
to the Company in payment of the aggregate Exercise Price.

      (e) Exercise/Pledge . To the extent that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a
form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to
deliver all or part of the loan proceeds to the Company in payment of the aggregate Exercise Price.


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      (f) Promissory Note . To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all
or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the par value of the Common Shares
being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents.

     (g) Other Forms of Payment . To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be
made in any other form that is consistent with applicable laws, regulations and rules.

      (h) Limitations under Applicable Law . Notwithstanding anything herein or in a Stock Option Agreement or Restricted Stock Agreement
to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.

SECTION 9. STOCK APPRECIATION RIGHTS.

      (a) SAR Agreement . Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the
Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the
Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration
of a reduction in the Optionee‟s other compensation.

      (b) Number of Shares . Each SAR Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the
adjustment of such number in accordance with Section 11.

      (c) Exercise Price . Each SAR Agreement shall specify the Exercise Price. A SAR Agreement may specify an Exercise Price that varies
in accordance with a predetermined formula while the SAR is outstanding.

      (d) Exercisability and Term . Each SAR Agreement shall specify the date when all or any installment of the SAR is to become
exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in the
event of the Optionee‟s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of
the termination of the Optionee‟s service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs
will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included
in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change
in Control.

      (e) Effect of Change in Control . The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become
fully exercisable as to all Common Shares subject to such SAR in the event that a Change in Control occurs with respect to the Company.

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       (f) Exercise of SARs . Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death)
shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of
cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair
Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

      (g) Modification or Assumption of SARs . Within the limitations of the Plan, the Committee may modify, extend or assume outstanding
SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new
SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification
of a SAR shall, without the consent of the holder, may alter or impair his or her rights or obligations under such SAR.

SECTION 10. STOCK UNITS.

      (a) Stock Unit Agreement . Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient
and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units
may be granted in consideration of a reduction in the recipient‟s other compensation.

    (b) Payment for Awards . To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the
Award recipients.

      (c) Vesting Conditions . Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the
event of the Participant‟s death, disability or retirement or other events. The Committee may determine, at the time of granting Stock Units or
thereafter, that all or part of such Stock Units shall become vested in the event that a Change in Control occurs with respect to the Company.

      (d) Voting and Dividend Rights . The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit
awarded under the Plan may, at the Committee‟s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be
credited with an amount equal to all cash dividends paid on one Share while the Stock Unit is outstanding. Dividend equivalents may be
converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a
combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions
(including without limitation, any forfeiture conditions) as the Stock Units to which they attach.

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      (e) Form and Time of Settlement of Stock Units . Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares or (c)
any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller
than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash
may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Vested Stock Units
may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable to the Stock
Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an
interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to
adjustment pursuant to Section 11.

       (f) Death of Recipient . Any Stock Units Award that becomes payable after the recipient‟s death shall be distributed to the recipient‟s
beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by
filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any
time before the Award recipient‟s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any
Stock Units Award that becomes payable after the recipient‟s death shall be distributed to the recipient‟s estate.

      (g) Creditors’ Rights . A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units
represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

SECTION 11. ADJUSTMENT OF SHARES.

      (a) Adjustments . In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of
the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the
Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:

           (i) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Section 5;

           (ii) The limitations set forth in Sections 5(a) and (b);

           (iii) The number of NSOs to be granted to Outside Directors under Section 4(b);

           (iv) The number of Shares covered by each outstanding Option and SAR;

           (v) The Exercise Price under each outstanding Option and SAR; or

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            (vi) The number of Stock Units included in any prior Award which has not yet been settled.

Except as provided in this Section 11, a Participant shall have no rights by reason of any issue by the Company of stock of any class or
securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class.

    (b) Dissolution or Liquidation . To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate
immediately prior to the dissolution or liquidation of the Company.

      (c) Reorganizations . In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to
the agreement of merger or reorganization. Such agreement shall provide for:

            (i) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

            (ii) The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;

            (iii) The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards;

            (iv) Full exercisability or vesting and accelerated expiration of the outstanding Awards; or

            (v) Settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards.

      (d) Reservation of Rights . Except as provided in this Section 11, an Optionee or Offeree shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock
of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The
grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of
its business or assets.

SECTION 12. DEFERRAL OF AWARDS.

      The Committee (in its sole discretion) may permit or require a Participant to:

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      Have cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Stock Units credited
to a deferred compensation account established for such Participant by the Committee as an entry on the Company‟s books;

    Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal
number of Stock Units; or

      Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of
Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry
on the Company‟s books. Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the date when they
otherwise would have been delivered to such Participant.

      A deferred compensation account established under this Section 12 may be credited with interest or other forms of investment return, as
determined by the Committee. A Participant for whom such an account is established shall have no rights other than those of a general creditor
of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and
conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or
required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including (without
limitation) the settlement of deferred compensation accounts established under this Section 12.

SECTION 13. AWARDS UNDER OTHER PLANS.

     The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan.
Such Shares shall be treated for all purposes under the Plan like Shares issued in settlement of Stock Units and shall, when issued, reduce the
number of Shares available under Section 5.

SECTION 14. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.

      (a) Effective Date . No provision of this Section 14 shall be effective unless and until the Board has determined to implement such
provision.

       (b) Elections to Receive NSOs, Restricted Shares or Stock Units . An Outside Director may elect to receive his or her annual retainer
payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as
determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An election under this Section 14 shall
be filed with the Company on the prescribed form.

     (c) Number and Terms of NSOs, Restricted Shares or Stock Units . The number of NSOs, Restricted Shares or Stock Units to be granted
to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner

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determined by the Board. The terms of such NSOs, Restricted Shares or Stock Units shall also be determined by the Board.

SECTION 15. LEGAL AND REGULATORY REQUIREMENTS.

       Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder,
state securities laws and regulations and the regulations of any stock exchange on which the Company‟s securities may then be listed, and the
Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or
advisable.

SECTION 16. WITHHOLDING TAXES.

      (a) General . To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The
Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

      (b) Share Withholding . The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations
by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion
of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise
would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the
number necessary to satisfy the legally required minimum tax withholding.

SECTION 17. LIMITATION ON PARACHUTE PAYMENTS.

      (a) Scope of Limitation . This Section 17 shall apply to an Award only if the independent auditors most recently selected by the Board
(the “Auditors”) determine that the after-tax value of such Award to the Optionee or Offeree, taking into account the effect of all federal, state
and local income taxes, employment taxes and excise taxes applicable to the Optionee or Offeree (including the excise tax under section 4999
of the Code), will be greater after the application of this Section 17 than it was before application of this Section 17.

      (b) Basic Rule . In the event that the Auditors determine that any payment or transfer by the Company under the Plan to or for the benefit
of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of the provisions concerning
“excess parachute payments” in Section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below
zero) to the Reduced Amount. For purposes of this Section 17, the “Reduced Amount” shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Section
280G of the Code.

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      (c) Reduction of Payments . If the Auditors determine that any Payment would be nondeductible by the Company because of Section
280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and
of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise
the Company in writing of his or her election within 10 days of receipt of notice. If no such election is made by the Participant within such
10-day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election
the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For
purposes of this Section 17, present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by
the Auditors under this Section 17 shall be binding upon the Company and the Participant and shall be made within 60 days of the date when a
Payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company
shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or
transfer to or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan.

     (d) Related Corporations . For purposes of this Section 17, the term “Company” shall include affiliated corporations to the extent
determined by the Auditors in accordance with Section 280G(d)(5) of the Code.

SECTION 18. NO EMPLOYMENT RIGHTS.

      No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become, to be
treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person‟s Service at any time and for
any reason, with or without notice.

SECTION 19. DURATION AND AMENDMENTS.

      (a) Term of the Plan . The Plan, as set forth herein, shall terminate automatically on January 13, 2014 and may be terminated on any
earlier date pursuant to Subsection (b) below.

      (b) Right to Amend or Terminate the Plan . The Board of Directors may amend the Plan at any time and from time to time. Rights and
obligations under any Option granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent
of the person to whom the Option was granted. An amendment of the Plan shall be subject to the approval of the Company‟s stockholders only
to the extent required by applicable laws, regulations or rules.

      (c) Effect of Amendment or Termination . No Shares shall be issued or sold under the Plan after the termination thereof, except upon
exercise of an Option granted prior to such

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termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.

                                               [Remainder of this page intentionally left blank]



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SECTION 20. EXECUTION.

     To record the adoption of the Plan by the Board of Directors on January 14, 2004, the Company has caused its authorized officer to
execute the same.

                                                                    ATHEROS COMMUNICATIONS, INC.

                                                                    By


                                                                    Name


                                                                    Title


                                                    A THEROS C OMMUNICATIONS , I NC .
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                                                                    -21-
                                               Exhibit 10.4
  ATHEROS COMMUNICATIONS, INC.

2004 EMPLOYEE STOCK PURCHASE PLAN

  (Adopted by the Board on January 14, 2004)
                                                      Table of Contents

                                                                                    Page

SECTION 1 Purpose Of The Plan                                                              1

SECTION 2 Definitions.                                                                     1
     (a) “Accumulation Period”                                                             1
     (b) “Board”                                                                           1
     (c) “Code”                                                                            1
     (d) “Committee”                                                                       1
     (e) “Company”                                                                         1
     (f) “Compensation”                                                                    1
     (g) “Corporate Reorganization”                                                        1
     (h) “Eligible Employee”                                                               2
     (i) “Exchange Act”                                                                    2
     (j) “Fair Market Value”                                                               2
     (k) “IPO”                                                                             2
     (l) “Offering Period”                                                                 2
     (m) “Participant”                                                                     2
     (n) “Participating Company”                                                           2
     (o) “Plan”                                                                            3
     (p) “Plan Account”                                                                    3
     (q) “Purchase Price”                                                                  3
     (r) “Stock”                                                                           3
     (s) “Subsidiary”                                                                      3

SECTION 3 Administration Of The Plan                                                       3
     (a) Committee Composition                                                             3
     (b) Committee Responsibilities                                                        3

SECTION 4 Enrollment And Participation                                                     3
     (a) Offering Periods                                                                  3
     (b) Accumulation Periods                                                              3
     (c) Enrollment                                                                        3
     (d) Duration of Participation                                                         4
     (e) Applicable Offering Period                                                        4

SECTION 5 Employee Contributions                                                           4
     (a) Frequency of Payroll Deductions                                                   4
     (b) Amount of Payroll Deductions                                                      5
     (c) Changing Withholding Rate                                                         5
     (d) Discontinuing Payroll Deductions                                                  5
     (e) Limit on Number of Elections                                                      5

SECTION 6 Withdrawal From The Plan                                                         5
     (a) Withdrawal                                                                        5
     (b) Re-enrollment After Withdrawal                                                    5

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SECTION 7 Change In Employment Status                                              6
     (a) Termination of Employment                                                 6
     (b) Leave of Absence                                                          6
     (c) Death                                                                     6

SECTION 8 Plan Accounts And Purchase Of Shares                                     6
     (a) Plan Accounts                                                             6
     (b) Purchase Price                                                            6
     (c) Number of Shares Purchased                                                6
     (d) Available Shares Insufficient                                             7
     (e) Issuance of Stock                                                         7
     (f) Unused Cash Balances                                                      7
     (g) Stockholder Approval                                                      7

SECTION 9 Limitations On Stock Ownership                                           7
     (a) Five Percent Limit                                                        7
     (b) Dollar Limit                                                              8

SECTION 10 Rights Not Transferable                                                 8

SECTION 11 No Rights As An Employee                                                9

SECTION 12 No Rights As A Stockholder                                              9

SECTION 13 Securities Law Requirements                                             9

SECTION 14 Stock Offered Under The Plan                                             9
     (a) Authorized Shares                                                          9
     (b) Antidilution Adjustments                                                   9
     (c) Reorganizations                                                           10

SECTION 15 Amendment Or Discontinuance                                             10

SECTION 16 Execution                                                               10

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                                                 ATHEROS COMMUNICATIONS, INC.

                                               2004 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1 Purpose Of The Plan .

     The Plan was adopted by the Board on January 14, 2004, effective as of the date of the IPO. The purpose of the Plan is to provide Eligible
Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on
favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under section 423 of the Code.

SECTION 2 Definitions .

     (a) “ Accumulation Period ” means an approximately six-month period during which contributions may be made toward the purchase of
Stock under the Plan, as determined pursuant to Section 4(b), or such other period as the Committee may determine in its sole discretion.

     (b) “ Board ” means the Board of Directors of the Company, as constituted from time to time.

     (c) “ Code ” means the Internal Revenue Code of 1986, as amended.

     (d) “ Committee ” means a the Compensation Committee of the Board, as described in Section 3.

     (e) “ Company ” means Atheros Communications, Inc., a Delaware corporation.

      (f) “ Compensation ” means (i) the compensation paid in cash to a Participant by a Participating Company, including salaries, wages,
incentive compensation, bonuses, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under section
401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items, commissions, moving or relocation allowances, cost-of-living
equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe
benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar
items. The Committee shall determine whether a particular item is included in Compensation.

     (g) “ Corporate Reorganization ” means:

          (i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization
     in which the Company‟s stockholders immediately prior thereto own less than 50% of the voting securities of the Company (or its
     successor or parent) immediately thereafter; or

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           (ii) The sale, transfer or other disposition of all or substantially all of the Company‟s assets or the complete liquidation or
     dissolution of the Company.

      (h) “ Eligible Employee ” means any employee of a Participating Company whose customary employment is for more than five months
per calendar year and for more than 20 hours per week.

     The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is
prohibited by the law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that
does not provide for participation in the Plan.

     (i) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     (j) “ Fair Market Value ” means the market price of Stock, determined by the Committee as follows:

           (i) If Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date;

            (ii) If Stock was traded on The Nasdaq National Market on the date in question, then the Fair Market Value shall be equal to the
     last-transaction price quoted for such date by The Nasdaq National Market; or

           (iii) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good
     faith on such basis as it deems appropriate.

     Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Wall Street
Journal or as reported directly to the Company by a stock exchange or Nasdaq. Such determination shall be conclusive and binding on all
persons.

     (k) “ IPO ” means the initial offering of Stock to the public pursuant to a registration statement filed by the Company with the Securities
and Exchange Commission.

      (l) “ Offering Period ” means an approximately 24-month period with respect to which the right to purchase Stock may be granted under
the Plan, as determined pursuant to Section 4(a), or such other period as the Committee may determine in its sole discretion.

     (m) “ Participant ” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(c).

      (n) “ Participating Company ” means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a
Participating Company.

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     (o) “ Plan ” means this Atheros Communications, Inc. 2004 Employee Stock Purchase Plan, as it may be amended from time to time.

     (p) “ Plan Account ” means the account established for each Participant pursuant to Section 8(a).

     (q) “ Purchase Price ” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

     (r) “ Stock ” means the Common Stock of the Company.

     (s) “ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

SECTION 3 Administration Of The Plan .

      (a) Committee Composition . The Plan shall be administered by the Committee. The Committee shall consist exclusively of one or more
directors of the Company, who shall be appointed by the Board.

      (b) Committee Responsibilities . The Committee shall interpret the Plan and make all other policy decisions relating to the operation of
the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee‟s
determinations under the Plan shall be final and binding on all persons.

SECTION 4 Enrollment And Participation .

       (a) Offering Periods . While the Plan is in effect, two Offering Periods shall commence in each calendar year. The Offering Periods shall
consist of 24-month periods, unless otherwise determined by the Committee, commencing on May 5 and November 5 of each year, except that
the first Offering Period shall commence on the date of the IPO and end on November 4, 2005, unless otherwise determined by the Committee.
The next Offering Period shall commence on May 5, 2004 and will end on May 4, 2006. Employees may participate in only one Offering
Period at a time.

      (b) Accumulation Periods . While the Plan is in effect, two Accumulation Periods shall commence in each calendar year. The
Accumulation Periods shall consist of the six-month periods commencing on May 5 and November 5, except that the first Accumulation Period
shall commence on the date of the IPO and end on May 4, 2004, unless otherwise determined by the Committee.

      (c) Enrollment . Any individual who, on the day preceding the first day of an Offering Period (other than the initial Offering Period),
qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form
prescribed for

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                                                                       -3-
this purpose by the Committee. The enrollment form shall be filed with the Company at the prescribed location not later than 15 days prior to
the commencement of such Offering Period. All Eligible Employees shall be automatically enrolled in the initial Offering Period under the
Plan.

      (d) Duration of Participation . Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be
an Eligible Employee, withdraws from the Plan under Section 6(a) or reaches the end of the Offering Period in which his or her employee
contributions were discontinued under Section 5(d) or Section 9(b). A Participant who discontinued employee contributions under Section 5(d)
or withdrew from the Plan under Section 6(a) may again become a Participant, if he or she then is an Eligible Employee, by following the
procedure described in Subsection (c) above. A Participant whose employee contributions were discontinued automatically under Section 9(b)
shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an
Eligible Employee.

     (e) Applicable Offering Period . For purposes of calculating the purchase price under Section 8(b), the applicable Offering Period shall be
determined as follows:

           (i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until
     the earliest of: (A) the end of such Offering Period; (B) the end of his or her participation under Subsection (d) above; and (C)
     re-enrollment in a subsequent Offering Period under Paragraph (ii) below.

          (ii) In the event that the Fair Market Value of Stock on the last trading day on or before the commencement of the Offering Period
     in which the Participant is enrolled is higher than on the last trading day on or before the commencement of any subsequent Offering
     Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period.

          (iii) When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall
     automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.

SECTION 5 Employee Contributions .

     (a) Frequency of Payroll Deductions . A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions;
provided, however, that in the initial Accumulation Period, Participants may also purchase shares of Stock by making a lump sum cash
payment at the end of the Accumulation Period. Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall
occur on each payday during participation in the Plan.

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      (b) Amount of Payroll Deductions . An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation
that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee‟s
Compensation, but not less than 1% nor more than 15%. During the initial Accumulation Period, no payroll deduction will be made unless a
Participant timely files the proper form with the Company after a registration statement covering the Stock is filed and effective under the
Securities Act of 1933, as amended.

      (c) Changing Withholding Rate . If a Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new
enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably
practicable after such form has been received by the Company. The new withholding rate shall be a whole percentage of the Eligible
Employee‟s Compensation, but not less than 1% nor more than 15%.

       (d) Discontinuing Payroll Deductions . If a Participant wishes to discontinue employee contributions entirely, he or she may do so by
filing a new enrollment form with the Company at the prescribed location at any time. Payroll withholding shall cease as soon as reasonably
practicable after such form has been received by the Company. In addition, employee contributions may be discontinued automatically
pursuant to Section 9(b). A Participant who has discontinued employee contributions may resume such contributions by filing a new enrollment
form with the Company at the prescribed location. Payroll withholding shall resume as soon as reasonably practicable after such form has been
received by the Company.

      (e) Limit on Number of Elections . The Committee may limit the number of elections that a Participant may make under Subsection (c) or
(d) above during any Accumulation Period.

SECTION 6 Withdrawal From The Plan .

      (a) Withdrawal . A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at the prescribed
location at any time before the last day of an Accumulation Period. In addition, in the initial Accumulation Period, Participants may be deemed
to withdraw from the Plan by declining or failing to remit timely payment to the Company for the shares of Stock. As soon as reasonably
practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant‟s Plan Account shall be refunded to him
or her in cash, without interest. No partial withdrawals shall be permitted.

      (b) Re-enrollment After Withdrawal . A former Participant who has withdrawn from the Plan shall not be a Participant until he or she
re-enrolls in the Plan under Section 4(c). Re-enrollment may be effective only at the commencement of an Offering Period.

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SECTION 7 Change In Employment Status .

      (a) Termination of Employment . Termination of employment as an Eligible Employee for any reason, including death, shall be treated as
an automatic withdrawal from the Plan under Section 6(a). A transfer from one Participating Company to another shall not be treated as a
termination of employment.

      (b) Leave of Absence . For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military
leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be
deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work.
Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

     (c) Death . In the event of the Participant‟s death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated
by him or her for this purpose on the prescribed form or, if none, to the Participant‟s estate. Such form shall be valid only if it was filed with the
Company at the prescribed location before the Participant‟s death.

SECTION 8 Plan Accounts And Purchase Of Shares .

      (a) Plan Accounts . The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is
deducted from the Participant‟s Compensation under the Plan, such amount shall be credited to the Participant‟s Plan Account. Amounts
credited to Plan Accounts shall not be trust funds and may be commingled with the Company‟s general assets and applied to general corporate
purposes. No interest shall be credited to Plan Accounts.

      (b) Purchase Price . The Purchase Price for each share of Stock purchased at the close of an Accumulation Period shall be the lower of:

           (i) 85% of the Fair Market Value of such share on the last trading day in such Accumulation Period; or

            (ii) 85% of the Fair Market Value of such share on the first trading day of the applicable Offering Period (as determined under
      Section 4(e)) or, in the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the
      public in the IPO.

      (c) Number of Shares Purchased . As of the last day of each Accumulation Period, each Participant shall be deemed to have elected to
purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to
withdraw from the Plan in accordance with Section 6(a). The amount then in the Participant‟s Plan Account shall be divided by the Purchase
Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant‟s Plan Account. The
foregoing

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                                                                         -6-
notwithstanding, no Participant shall purchase more than 2,500 shares of Stock with respect to any Accumulation Period nor more than the
amounts of Stock set forth in Section 9(b) and Section 14(a). Any fractional share, as calculated under this Subsection (c), shall be rounded
down to the next lower whole share. For each Accumulation Period, the Committee shall have the authority to establish additional limits on the
number of shares purchasable by each Participant or by all Participants in the aggregate.

      (d) Available Shares Insufficient . In the event that the aggregate number of shares that all Participants elect to purchase during an
Accumulation Period exceeds the maximum number of shares remaining available for issuance under Section 14(a), then the number of shares
to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator
of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all
Participants have elected to purchase.

      (e) Issuance of Stock . Certificates representing the shares of Stock purchased by a Participant under the Plan shall be issued to him or her
as soon as reasonably practicable after the close of the applicable Accumulation Period, except that the Committee may determine that such
shares shall be held for each Participant‟s benefit by a broker designated by the Committee (unless the Participant has elected that certificates
be issued to him or her). Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse
as joint tenants with right of survivorship or as community property.

      (f) Unused Cash Balances . An amount remaining in the Participant‟s Plan Account that represents the Purchase Price for any fractional
share shall be carried over in the Participant‟s Plan Account to the next Accumulation Period. Any amount remaining in the Participant‟s Plan
Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 9(b) or
Section 14(a) shall be refunded to the Participant in cash, without interest.

     (g) Stockholder Approval . Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless
and until the Company‟s stockholders have approved the adoption of the Plan.

SECTION 9 Limitations On Stock Ownership .

      (a) Five Percent Limit . Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under
the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this
Subsection (a), the following rules shall apply:

           (i) Ownership of stock shall be determined after applying the attribution rules of section 424(d) of the Code;

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           (ii) Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan;
     and

          (iii) Each Participant shall be deemed to have the right to purchase up to the maximum number of shares of Stock that may be
     purchased by a Participant under this Plan under the individual limit specified in Section 8(c) with respect to each Accumulation Period.

     (b) Dollar Limit . Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in
excess of the following limit:

           (i) In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to
     (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year (under
     this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company).

            (ii) In the case of Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit
     shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and
     all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in
     the immediately preceding calendar year.

           (iii) In the case of Stock purchased during an Offering Period that commenced in the second preceding calendar year, the limit shall
     be equal to (A) $75,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and all
     other employee stock purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the
     two preceding calendar years.

      For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering
Period in which such Stock is purchased. Employee stock purchase plans not described in section 423 of the Code shall be disregarded. If a
Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall
automatically be discontinued and shall resume at the beginning of the earliest Accumulation Period ending in the next calendar year (if he or
she then is an Eligible Employee).

SECTION 10 Rights Not Transferable .

      The rights of any Participant under the Plan, or any Participant‟s interest in any Stock or moneys to which he or she may be entitled under
the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by
beneficiary designation or the laws of descent and distribution. If a Participant in any manner

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                                                                       -8-
attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws
of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a).

SECTION 11 No Rights As An Employee .

      Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a
Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating
Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for
any reason, with or without cause.

SECTION 12 No Rights As A Stockholder .

      A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under
the Plan until such shares have been purchased on the last day of the applicable Offering Period.

SECTION 13 Securities Law Requirements .

      Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company‟s
securities may then be traded.

SECTION 14 Stock Offered Under The Plan .

       (a) Authorized Shares . The maximum aggregate number of shares of Stock available for purchase under the Plan is 1,000,000 shares,
plus an annual increase to be added on the first day of each fiscal year during the term of the Plan, beginning January 1, 2005, in an amount
equal to the lesser of (i) 1,000,000 shares, (ii) 1.25% of the outstanding shares of stock on the last day of the immediately preceding fiscal year,
or (iii) an amount determined by the Board. The aggregate number of shares available for purchase under the Plan shall at all times be subject
to adjustment pursuant to Section 14.

      (b) Antidilution Adjustments . The aggregate number of shares of Stock offered under the Plan, the individual Participant share limitation
described in Section 8(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee
for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the
Company, the distribution of the shares of a Subsidiary to the Company‟s stockholders or a similar event.

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      (c) Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate
Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is
assumed by the surviving corporation or its parent corporation pursuant to the plan of merger or consolidation. The Plan shall in no event be
construed to restrict in any way the Company‟s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 15 Amendment Or Discontinuance .

      The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Unless earlier terminated by the
Board, the Plan shall terminate on January 13, 2014. Except as provided in Section 14, any increase in the aggregate number of shares of Stock
to be issued under the Plan shall be subject to approval by a vote of the stockholders of the Company. In addition, any other amendment of the
Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation.

SECTIO 16 Execution
N

     To record the adoption of the Plan by the Board on January 14, 2004, the Company has caused its authorized officer to execute the same.

                                                                             A THEROS C OMMUNICATIONS , I NC .

                                                                             By


                                                                             Name


                                                                             Title


                                                     A THEROS C OMMUNICATIONS , I NC .
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                                                                      -10-
                                                                                                                                 EXHIBIT 10.22

Silicon Valley Bank
                                         Amendment to Loan Documents
Borrower:          Atheros Communications, Inc.
                   Address: 529 Almanor Avenue
                   Sunnyvale, California 94085
Date:              December 31, 2003
     THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named
above (“Borrower”).

      The Parties agree to amend the Loan and Security Agreement between them, dated March 31, 2003 (the “Loan Agreement”), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.)

      1. Amendment to Schedule. The Schedule is hereby amended and restated in its entirety as set forth in the Amended Schedule attached
hereto, being signed concurrently herewith.

     2. “Eligible Accounts”.

            (a) Clause (viii) of the definition of “Eligible Accounts” in Section 8 of the Loan Agreement is hereby amended in its entirety to
read as follows:

           “(viii) the Account must not be owing from an Account Debtor located outside the United States or Canada, except for the
           following („Eligible Foreign Accounts‟): (A) Accounts owing from D-Link, Global Sun Tech, Ambit, Sony, Askey, IBM Singapore,
           ALPS (Japan), Wistron NeWeb, Gemtek and Samsung; and (B) Accounts pre-approved by Silicon in its discretion in writing, which
           Silicon will consider on a case by case basis; and (C) Accounts backed by a letter of credit satisfactory to Silicon and advised
           through Silicon, or FCIA insured satisfactory to Silicon and naming Silicon as beneficiary,”

           (b) The sentence in the definition of “Eligible Accounts” in Section 8 of the Loan Agreement which presently reads as follows:

                                                                       -1-
Silicon Valley Bank                                                                                            Amendment to Loan Documents

            “Accounts owing from one Account Debtor will not be deemed Eligible Accounts to the extent they exceed 25% of the total
            Accounts outstanding, provided that in the case of Accounts owing from D-Link (and other Account Debtors approved for a higher
            percentage by Silicon, in writing, on a case by case basis in its good faith business judgment) said percentage shall be 35%.”

is hereby amended in its entirety to read as follows:

            “Accounts owing from one Account Debtor will not be deemed Eligible Accounts to the extent they exceed 25% of the total
            Accounts outstanding, provided that in the case of Accounts owing from D-Link, Global Sun Tech, and Ambit, (and other Account
            Debtors approved for a higher percentage by Silicon, in writing, on a case by case basis in its good faith business judgment) said
            percentage shall be 35%.”

      3. Fee. In consideration for Silicon entering into this Amendment, Borrower shall pay Silicon a loan fee in the amount of $40,000, which
shall be non-refundable and in addition to all interest and other fees payable to Silicon under the Loan Documents. Silicon is authorized to
charge said fee to Borrower‟s loan account.

     4. Representations True. Except as set forth in the Disclosure Schedule of even date attached hereto as Exhibit A, Borrower represents
and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.

     5. General Provisions. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Silicon
and Borrower, and the other written documents and agreements between Silicon and Borrower set forth in full all of the representations and
agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and
understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and Borrower shall continue in full force and effect and the
same are hereby ratified and confirmed.

Borrower:                                                                   Silicon:

ATHEROS COMMUNICATIONS, INC.                                                SILICON VALLEY BANK

By                         /s/   D AVID T ORRE                              By                           /s/   T ERESA L I

                       President or Vice President                          Title                         Vice President


-2

                                                                      -2-
    Exhibit A

Disclosure Schedule

        -1-
Silicon Valley Bank
                                                        Amended Schedule to
                                                  Loan and Security Agreement
Borrower:         Atheros Communications, Inc.
Address:          529 Almanor Avenue
                  Sunnyvale, California 94085
Date:             December 31, 2003
This Amended Schedule is executed and delivered pursuant to an Amendment to Loan Documents of even date (the “Amendment”) between
Silicon Valley Bank (“Silicon”) and the above-borrower (the “Borrower”), forms an integral part of the Loan and Security Agreement between
Silicon and the Borrower dated March 31, 2003 (the “Loan Agreement”) and amends and restates the Schedule to the Loan Agreement (the
“Original Schedule”). All reference to the “Loan Agreement” and to “this Agreement” shall be deemed to refer to the Loan Agreement and the
Schedule to the Loan Agreement (including this Amended Schedule).




1. CREDIT LIMIT
     (Section 1.1):
                                         (a)   Revolving Loans Before Qualified IPO . Prior to the date of a “Qualified IPO”, as defined
                                               below, Loans (the “Revolving Loans”) shall consist of Accounts Loans, as defined below, and
                                               shall be subject to subsections (1), (2) and (3) below.

                                                (1)   Accounts Loans. Loans (the “Accounts Loans”) in an amount not to exceed the lesser
                                                      of:

                                                      (A)   $10,000,000 (the “Maximum Revolving Line”) at any one time outstanding; or

                                                      (B)   80% (the “Advance Rate”) of the amount of Borrower‟s Eligible Accounts (as
                                                            defined in Section 8 above); provided that

                                                            (i)   the Advance Rate with respect to Eligible Foreign Accounts (other than
                                                                  Eligible Foreign Accounts owing from D-Link, Global Sun Tech, Ambit,
                                                                  Sony, Samsung and IBM Singapore) shall be 65%; and

                                                                    -1-
Silicon Valley Bank                                  Amended Schedule to Loan and Security Agreement


                                 (ii)   in the event Borrower incurs a loss (determined in accordance with GAAP,
                                        but excluding deduction for deferred compensation amortization charges)
                                        of more than $3,000,000 in any consecutive three-month period, then,
                                        thereafter, the Advance Rate with respect to all Eligible Foreign Accounts
                                        (including Eligible Foreign Accounts owing from D-Link, Global Sun
                                        Tech, Ambit, Sony, Samsung and IBM Singapore) shall be 65%;

                            Silicon may, from time to time, modify the Advance Rate, in its good faith business
                            judgment, upon notice to the Borrower, based on changes in collection experience with
                            respect to Accounts or other issues or factors relating to the Accounts or other
                            Collateral.

                      (2)   Quick Ratio Test. As used in this Agreement, “Quick Ratio Test” means that
                            Borrower‟s Adjusted Quick Ratio as of the end of every month during the term of this
                            Agreement shall be not less than 1.10 to 1.00. As used in this Agreement, “Adjusted
                            Quick Ratio” means the ratio of (i) the total of Borrower‟s unrestricted cash and cash
                            equivalents (including marketable securities) and Borrower‟s Accounts, to (ii) an
                            amount equal to Borrower‟s current liabilities plus the amount of all outstanding,
                            non-cash secured Letters of Credit, minus Borrower‟s deferred revenue.

                      (3)   Reserve for Equipment Loans. Without limiting any of the other provisions of this
                            Agreement relating to Reserves, in the event the Borrower fails to meet the Quick
                            Ratio Test as of the end of any month, then, at all times thereafter, there shall be
                            reserved, from Revolving Loans otherwise available to Borrower, an amount equal to
                            the unpaid principal balance of the Equipment Loans (as defined below) from time to
                            time outstanding, and if, for any reason, there are not sufficient Revolving Loans
                            otherwise available to Borrower for such reserve, Borrower shall repay the outstanding
                            Revolving Loans in an amount sufficient so that there can be reserved from Revolving
                            Loans otherwise available to Borrower an amount equal to the unpaid principal
                            balance of the Equipment Loans. If for any reason, even after paying in full all
                            outstanding

                                          -2-
Silicon Valley Bank                                   Amended Schedule to Loan and Security Agreement


                              Revolving Loans, there are not sufficient Revolving Loans otherwise available to
                              Borrower to reserve therefrom an amount equal to the unpaid principal balance of the
                              Equipment Loans, then Borrower shall provide cash collateral to Silicon in an amount
                              equal to the unpaid principal balance of the Equipment Loans from time to time
                              outstanding.

                 (b)   Revolving Loans After Qualified IPO . After the date of a “Qualified IPO”, as defined below,
                       Loans (the “Revolving Loans”) shall be in a total amount not to exceed $10,000,000 at any
                       time outstanding (the “Maximum Revolving Line”), on a non-formula basis.

                 (c)   “ Qualified IPO ”. As used in this Agreement, “Qualified IPO” means consummation of an
                       initial public offering by Borrower of its common stock resulting in net cash proceeds to
                       Borrower of $75,000,000 or more.

                 (d)   Present Equipment Loans. The Loans with respect to Equipment presently outstanding in the
                       amount of $844,820.75 (the “Present Equipment Loans”). The Present Equipment Loans shall
                       be subject to the following terms:

                        (1)   Each Present Equipment Loan shall continue to be repaid by the Borrower to Silicon in
                              36 equal monthly payments of principal, commencing on the last day of the first month
                              following the date the Present Equipment Loan was disbursed and continuing until the
                              earlier of the following dates (the “Present Equipment Loan Maturity Date”): (i) the
                              date the Present Equipment Loans have been paid in full or (ii) the date this Agreement
                              terminates by its terms or is terminated, as provided in this Agreement. On the Present
                              Equipment Loan Maturity Date, the entire unpaid principal balance of the Present
                              Equipment Loans, plus all accrued and unpaid interest thereon, shall be due and
                              payable. Present Equipment Loans may not be repaid and reborrowed.

                        (2)   On each Present Equipment Loan Maturity Date, Borrower shall pay Silicon, in
                              addition to all other payments and all fees and charges a final payment equal to 3.5%
                              of the total original principal amount of each Present Equipment Loan made hereunder.
                              Said payment shall be fully earned on the date of each Equipment Loan.

                                            -3-
Silicon Valley Bank                                    Amended Schedule to Loan and Security Agreement


                 (e)   Remaining Equipment Loan . Silicon shall disburse to Borower an additional Loan in the
                       amount of $1,019,100 (the “Remaining Equipment Loan”) on the date requested by Borrower,
                       on or before December 31, 2003. The Remaining Equipment Loan shall be subject to the
                       following terms:

                        (1)   If a Qualified IPO has not occurred by June 30, 2004, then the following provisions of
                              this clause (1) shall apply: on or before June 30, 2004, Borrower shall present to
                              Silicon invoices with respect to new or used Equipment purchased by Borrower after
                              September 30, 2003, and Borrower shall make a principal payment on the Remaining
                              Equipment Loan in an amount equal to the amount (if any) by which the unpaid
                              principal balance of the Remaining Equipment Loan exceeds 100% of the net
                              purchase price of such new or used Equipment purchased by Borrower which is
                              acceptable to Silicon in its good faith business judgment and in which Silicon has a
                              first-priority perfected security interest.

                        (2)   As used herein, the “net purchase price” of Equipment means the purchase price
                              thereof, as shown on the applicable invoice, net of all charges for taxes, freight,
                              delivery, insurance, set-up, training, manuals, fees, service charges and other similar
                              items (subject to subsection (3) below).

                        (3)   A maximum of 30% of each Equipment Loan may be used for the purchase of
                              transferable software licenses, leasehold improvements and other soft costs, including
                              sales tax, freight and installation expenses.

                        (4)   The Remaining Equipment Loan shall be repaid by the Borrower to Silicon as follows:
                              Accrued interest shall be payable monthly on the last day of each month commencing
                              on the last day of the month in which this Agreement is executed. Principal shall be
                              payable in 36 equal monthly payments, commencing on July 1, 2004, and continuing
                              until the earlier of the following dates (the “Remaining Equipment Loan Maturity
                              Date”): (i) the date the Remaining Equipment Loan has been paid in full or (ii) the date
                              this Agreement terminates by its terms or is terminated, as provided in this Agreement.
                              On the Remaining Equipment Loan Maturity Date, the entire unpaid principal balance
                              of the Remaining Equipment Loan, plus all accrued and

                                            -4-
                         Silicon Valley Bank                                   Amended Schedule to Loan and Security Agreement


                                                       unpaid interest thereon, shall be due and payable. The Remaining Equipment Loan
                                                       may not be repaid and reborrowed.

                                                 (5)   On the Remaining Equipment Loan Maturity Date, Borrower shall pay Silicon, in
                                                       addition to all other payments and all fees and charges a final payment equal to 3.5%
                                                       of the total original principal amount of the Remaining Equipment Loan. Said payment
                                                       shall be fully earned on the date hereof.

                                          (f)   Loans. “Loans” as used herein shall include all Revolving Loans, all Accounts Loans, all
                                                Present Equipment Loans and the Remaining Equipment Loan.

Sublimits—Overall Limit                  The total of the Letter of Credit Sublimit, the Foreign Exchange Contract Sublimit and the Cash
                                         Management Sublimit (collectively, the “Sublimits”) shall not exceed the total Revolving Loans
                                         available to Borrower hereunder (the “Overall Sublimit”).

Letter of Credit Sublimit
(Section 1.6):                           The Overall Sublimit.

Cash Management
Services and Reserves;
Cash Management
Sublimit:                                The Overall Sublimit.

                                          Borrower may use Revolving Loans available hereunder, up to the Cash Management Sublimit
                                          above for Silicon‟s Cash Management Services (as defined below), including, merchant services,
                                          business credit card, ACH and other services identified in the cash management services agreement
                                          related to such service (the “Cash Management Services”). Silicon may, in its sole discretion,
                                          reserve against Revolving Loans which would otherwise be available hereunder such sums as
                                          Silicon shall determine in its good faith business judgment in connection with the Cash
                                          Management Services, and Silicon may charge to Borrower‟s Loan account, any amounts that may
                                          become due or owing to Silicon in connection with the Cash Management Services. Borrower
                                          agrees to execute and deliver to Silicon all standard form applications and agreements of Silicon in
                                          connection with the Cash Management Services, and, without limiting any of the terms of such
                                          applications and agreements, Borrower will pay all standard fees and charges of Silicon in
                                          connection with the Cash Management Services. The Cash Management Services shall terminate on
                                          the Maturity Date.

                                                                     -5-
                       Silicon Valley Bank                                     Amended Schedule to Loan and Security Agreement


Foreign Exchange
Contract Sublimit:                     The Overall Sublimit.

                                        Borrower may enter into foreign exchange forward contracts with Silicon, on its standard forms,
                                        under which Borrower commits to purchase from or sell to Silicon a set amount of foreign currency
                                        more than one business day after the contract date (the “FX Forward Contracts”); provided that (1)
                                        at the time the FX Forward Contract is entered into Borrower has Revolving Loans available to it
                                        under this Agreement in an amount at least equal to 10% of the amount of the FX Forward Contract;
                                        (2) the total FX Forward Contracts at any one time outstanding may not exceed 10 times the amount
                                        of the Foreign Exchange Contract Sublimit set forth above. Silicon shall have the right to withhold,
                                        from the Revolving Loans otherwise available to Borrower under this Agreement, a reserve (which
                                        shall be in addition to all other reserves) in an amount equal to 10% of the total FX Forward
                                        Contracts from time to time outstanding, and in the event at any time there are insufficient
                                        Revolving Loans available to Borrower for such reserve, Borrower shall deposit and maintain with
                                        Silicon cash collateral in an amount at all times equal to such deficiency, which shall be held as
                                        Collateral for all purposes of this Agreement. Silicon may, in its discretion, terminate the FX
                                        Forward Contracts at any time that an Event of Default occurs and is continuing. Borrower shall
                                        execute all standard form applications and agreements of Silicon in connection with the FX Forward
                                        Contracts, and without limiting any of the terms of such applications and agreements, Borrower
                                        shall pay all standard fees and charges of Silicon in connection with the FX Forward Contracts.




2. INTEREST.

     Interest Rate (Section 1.2):

                                        (a)   Revolving Loans. The Revolving Loans shall bear interest at a rate equal to the “Prime Rate”
                                              in effect from time to time, plus 1% per annum, provided that:

                                               (1)   Before a Qualified IPO, if at any time the Borrower does not meet the Quick Ratio
                                                     Test, then the interest rate thereafter shall be a rate equal to the Prime Rate in effect
                                                     from time to time, plus 1.50% per annum;

                                               (2)   Before a Qualified IPO, if Borrower continues at all times to meet the Quick Ratio
                                                     Test, and Borrower

                                                                    -6-
                         Silicon Valley Bank                                     Amended Schedule to Loan and Security Agreement


                                                       agrees in writing, in form acceptable to Silicon, to maintain at least 30% of its total
                                                       investment funds with Silicon or its affiliates at all times, then the interest rate
                                                       thereafter shall be a rate equal to the Prime Rate in effect from time to time, plus
                                                       0.50% per annum; and

                                                 (3)   after a Qualified IPO, the interest rate thereafter shall be a rate equal to the Prime Rate
                                                       in effect from time to time, plus 0.50% per annum.

                                          (b)   Equipment Loans . The Equipment Loans shall bear interest at a rate equal to the Prime Rate
                                                in effect from time to time, plus 1.0% per annum.

                                          (c)   Calculation. All interest shall be calculated on the basis of a 360-day year for the actual
                                                number of days elapsed. “Prime Rate” means the rate announced from time to time by Silicon
                                                as its “prime rate”, provided that in no event shall the Prime Rate be less than 4% per annum.
                                                Borrower acknowledges that the Prime Rate is a base rate upon which other rates charged by
                                                Silicon are based, and it is not necessarily the best rate available at Silicon. The interest rate
                                                applicable to the Obligations shall change on each date there is a change in the Prime Rate.




3. FEES (Section 1.4):

    Loan Fee:                            As set forth in the Original Schedule and in the Amendment.

    Collateral Monitoring Fee:           If the Asset Based Terms are in effect at any time during a month, Borrower shall pay Silicon a
                                         Collateral Monitoring Fee of $750 for such month, payable in arrears, provided that if the Streamline
                                         Provisions are in effect throughout such month no Collateral Monitoring Fee shall be charged for
                                         such month.

    Unused Line Fee:                     In the event, during any portion of any month in which the Asset Based Terms are in effect, the
                                         average daily principal balance of the Revolving Loans outstanding during such period is less than
                                         the amount of the Maximum Revolving Line, Borrower shall pay Silicon an unused line fee (the
                                         “Unused Line Fee”) in an amount equal to 0.25% per annum on the difference between the amount
                                         of the Maximum Revolving Line and the average daily principal balance of the Revolving Loans
                                         outstanding during such period, computed on the basis of a 360-day year, which Unused Line Fee
                                         shall be computed and

                                                                      -7-
                   Silicon Valley Bank                                     Amended Schedule to Loan and Security Agreement


                                    paid quarterly, in arrears, on the first day of the following calendar quarter.




4. REVOLVING LOAN MATURITY DATE
    (Section 6.1):          March 30, 2005.




5. FINANCIAL COVENANTS
     (Section 5.1):                Borrower shall comply with each of the following covenants. Compliance shall be determined as of
                                   the end of each month, except as otherwise specifically provided below:

    Minimum Tangible
    Net Worth/Minimum
    Cash and Cash Equivalents:

                                    Prior to a Qualified IPO, Borrower shall maintain a Tangible Net Worth of not less than
                                    $10,000,000 , plus (i) 25% of all consideration received after the date hereof for equity securities
                                    and subordinated debt of the Borrower, plus (ii) 50% of the Borrower‟s net income in each fiscal
                                    quarter ending after the date hereof. Increases in the Minimum Tangible Net Worth Covenant based
                                    on consideration received for equity securities and subordinated debt of the Borrower shall be
                                    effective as of the end of the month in which such consideration is received, and shall continue
                                    effective thereafter. Increases in the Minimum Tangible Net Worth Covenant based on net income
                                    shall be effective on the last day of the fiscal quarter in which said net income is realized, and shall
                                    continue effective thereafter. In no event shall the Minimum Tangible Net Worth Covenant be
                                    decreased.

                                    After a Qualified IPO, Borrower shall at all times maintain unrestricted cash and cash equivalents
                                    (including marketable securities) of not less than $50,000,000.

   Definitions.                    For purposes of the foregoing financial covenants, the following term shall have the following
                                   meaning:

                                    “Tangible Net Worth” shall mean the excess of total assets over total liabilities, determined in
                                    accordance with GAAP, with the following adjustments:

                                                                -8-
                      Silicon Valley Bank                                    Amended Schedule to Loan and Security Agreement


                                       (A) there shall be excluded from assets: (i) notes, accounts receivable and other obligations owing to
                                       Borrower from its officers or other Affiliates, (ii) minority investments in subsidiaries or other
                                       entities, and (iii) all assets which would be classified as intangible assets under GAAP, including
                                       without limitation goodwill, licenses, patents, trademarks, trade names, copyrights, capitalized
                                       software and organizational costs, licenses and franchises;

                                       (B) there shall be excluded from liabilities: all indebtedness which is subordinated to the
                                       Obligations under a subordination agreement in form specified by Silicon or by language in the
                                       instrument evidencing the indebtedness which Silicon agrees in writing is acceptable to Silicon in its
                                       good faith business judgment.




6. REPORTING.
     (Section 5.3):
                                       (a)   Prior to a Qualified IPO, Borrower shall provide Silicon with the following:

                                              (1)   Monthly accounts receivable agings, aged by invoice date, with a Borrowing Base
                                                    Certificate in such form as Silicon shall specify, within fifteen days after the end of
                                                    each month, except that reports under this Section 6(1) need not be provided for a
                                                    month if throughout such month Non-Formula Loans were outstanding or were
                                                    available under this Agreement.

                                              (2)   Monthly accounts payable agings, aged by invoice date, and outstanding or held check
                                                    registers, if any, within fifteen days after the end of each month, except that reports
                                                    under this Section 6(2) need not be provided for a month if throughout such month
                                                    Non-Formula Loans were outstanding or were available under this Agreement.

                                              (3)   If the Asset Based Terms are in effect at any time during a month, monthly
                                                    reconciliations of accounts receivable agings (aged by invoice date), transaction
                                                    reports, and general ledger, within fifteen days after the end of such month.

                                              (4)   Monthly unaudited financial statements, as soon as available, and in any event within
                                                    thirty days after the end of each month.

                                              (5)   Monthly Compliance Certificates, within thirty days after the end of each month, in
                                                    such form as Silicon shall reasonably specify (which shall include a statement and
                                                    calculation as to compliance with the Quick Ratio Test) signed by the Chief Executive
                                                    Officer,

                                                                  -9-
               Silicon Valley Bank                                    Amended Schedule to Loan and Security Agreement


                                             or the Chief Financial Officer, or the Vice President of Administration and Controller
                                             of Borrower, certifying that as of the end of such month Borrower was in full
                                             compliance with all of the terms and conditions of this Agreement, and setting forth
                                             calculations showing compliance with the financial covenants set forth in this
                                             Agreement and such other information as Silicon shall reasonably request, including,
                                             without limitation, a statement that at the end of such month there were no held checks.

                                       (6)   Annual operating budgets (including income statements, balance sheets and cash flow
                                             statements, by month) for the upcoming fiscal year of Borrower prior to the end of
                                             each fiscal year of Borrower.

                                       (7)   Annual financial statements, as soon as available, and in any event within 120 days
                                             following the end of Borrower‟s fiscal year, certified by, and with an unqualified
                                             opinion of, independent certified public accountants acceptable to Silicon.

                                (b)   After a Qualified IPO, Borrower shall provide Silicon with the following:

                                       (1)   Quarterly unaudited financial statements, as soon as available, and in any event within
                                             forty-five days after the end of each fiscal quarter, on Form 10-Q (which shall be
                                             retrieved by Silicon from the public records).

                                       (2)   Quarterly Compliance Certificates, within forty-five days after the end of each fiscal
                                             quarter, in such form as Silicon shall reasonably specify signed by the Chief Executive
                                             Officer, or the Chief Financial Officer, or the Vice President of Administration and
                                             Controller of Borrower, certifying that throughout such fiscal quarter Borrower was in
                                             full compliance with all of the terms and conditions of this Agreement, and setting
                                             forth calculations showing compliance with the financial covenants set forth in this
                                             Agreement and such other information as Silicon shall reasonably request.

                                       (3)   Annual financial statements, as soon as available, and in any event within 90 days
                                             following the end of Borrower‟s fiscal year, on Form 10-K (which shall be retrieved by
                                             Silicon from the public records), certified by, and with an unqualified opinion of,
                                             independent certified public accountants acceptable to Silicon.




7. BORROWER INFORMATION:

                                Borrower represents and warrants that the information set forth in the Representations and
                                Warranties of the Borrower dated February 11,

                                                          -10-
                 Silicon Valley Bank                                    Amended Schedule to Loan and Security Agreement


                                  2003, previously submitted to Silicon (the “Representations”) is true and correct as of the date
                                  hereof.




8. ASSET BASED TERMS.

                                  (a)   “Asset Based Terms” . As used herein, “Asset Based Terms” means the following
                                        provisions:

                                         (1)   Schedules and Documents relating to Accounts. Borrower shall deliver to Silicon
                                               weekly transaction reports, Loan requests, schedules of Accounts, and schedules of
                                               collections, all on Silicon‟s standard forms.

                                         (2)   Collateral Control. All payments received in the lockbox account referred to in
                                               Section 4.4 of the Loan Agreement shall be applied by Silicon to the outstanding
                                               Revolving Loans. Borrower shall hold all payments on, and proceeds of, Accounts and
                                               all other Collateral in trust for Silicon, and Borrower shall immediately deliver all such
                                               payments and proceeds to Silicon in their original form, duly endorsed, to be applied to
                                               the Obligations in such order as Silicon shall determine. Borrower agrees that it will
                                               not commingle such payments and proceeds with any of Borrower‟s other funds or
                                               property, but will hold such payments and proceeds separate and apart from such other
                                               funds and property and in an express trust for Silicon.

                                         Terms of this Agreement without the Asset Based Terms are referred to as the “Non-Asset
                                         Based Terms”.

                                  (b)   Putting Asset Based Terms Into Effect. In the event that the Borrower does not meet the
                                        Quick Ratio Test at any time, then the Asset Based Terms shall thereafter be effective upon
                                        written notice from Silicon to the Borrower at any time. Once the Asset Based Terms are
                                        effective, the Borrower may not transfer back to the Non-Asset Based Terms, except with the
                                        written agreement of Silicon, which shall be a matter of its good faith business judgment.

                                  (c)   Streamline Provisions. If at the date the Asset Based Terms go into effect there are no
                                        Revolving Loans or Equipment Loans outstanding, then the following provisions (the
                                        “Streamline Provisions”) shall apply:

                                                             -11-
Silicon Valley Bank                                    Amended Schedule to Loan and Security Agreement


                        (1)   Borrower will not be required to provide Silicon with weekly reporting of transactions
                              and schedules of Accounts and collections (as called for by Section 8(a)(1) of this
                              Schedule). Borrower shall, however, provide Silicon with monthly transaction reports
                              including sales, collections and memo journals for each month within 15 days after the
                              end of each month.

                        (2)   During the Streamline Period, no Loans will be made.

                        (3)   Notwithstanding the fact that no Loans will be outstanding during the Streamline
                              Period, the Unused Line Fee shall be effective during the Streamline Period.

                 (d)   Termination of Streamline Provisions. If Borrower wishes to terminate the Streamline
                       Provisions in order to obtain Loans, Borrower may do so, provided no Default or Event of
                       Default has occurred and is continuing, by giving Silicon written notice at least 30 days before
                       the Streamline Provisions are to terminate, together with such information relating to the
                       Accounts and other Collateral as Silicon shall specify, in order to permit Silicon to complete
                       an audit with respect to Borrower satisfactory to Silicon. Upon any termination of the
                       Streamline Provisions, Borrower will, then and thereafter, provide Silicon with the weekly
                       reporting of transactions and schedules of Accounts and collections, as called for by Section
                       8(a)(1) of this Schedule. Notwithstanding the foregoing, and without limiting its other rights
                       and remedies, if any Default or Event of Default has occurred and is continuing, Silicon may
                       terminate the Streamline Provisions immediately on notice to Borrower.

                                            -12-
                Silicon Valley Bank                                     Amended Schedule to Loan and Security Agreement


9. ADDITIONAL PROVISIONS

                                 (a)   Banking Relationship. Borrower shall at all times maintain its primary banking relationship
                                       and a meaningful portion of its investment accounts with Silicon. As to any Deposit Accounts
                                       and investment accounts maintained with another institution, Borrower shall cause such
                                       institution, within 30 days after the date of this Agreement, to enter into a control agreement
                                       in form acceptable to Silicon in its good faith business judgment in order to perfect Silicon‟s
                                       first-priority security interest in said Deposit Accounts and investment accounts.

                                 (b)   Subordination of Inside Debt. All present and future indebtedness of Borrower to its
                                       officers, directors and shareholders (“Inside Debt”) shall, at all times, be subordinated to the
                                       Obligations pursuant to a subordination agreement on Silicon‟s standard form, except for
                                       Inside Debt totaling not more than $100,000 at any time outstanding. Borrower represents and
                                       warrants that there is no Inside Debt presently outstanding, totaling not more than $100,000
                                       outstanding. Prior to incurring any Inside Debt in the future, Borrower shall cause the person
                                       to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination
                                       agreement on Silicon‟s standard form.

                                 (c)   Right to Invest. Borrower hereby grants to Silicon and its affiliates the right to invest up to a
                                       total of $750,000 in Borrower‟s next round of equity financing (the “Next Equity Financing”)
                                       on the same terms, conditions and pricing offered to the investors in the Next Equity
                                       Financing. Borrower shall provide Silicon with at least thirty (30) days prior written notice of
                                       the contemplated closing of the Next Equity Financing (such notice being an “Equity
                                       Notice”). The Equity Notice shall contain the terms, conditions and pricing of such
                                       Subsequent Equity Financing and the Equity Notice and shall be delivered to Silicon at 3003
                                       Tasman Drive HG 180, Santa Clara, California 95054, to the attention of General Counsel.
                                       Silicon and its affiliates shall have the right in their sole discretion to participate in the Next
                                       Equity Financing and nothing herein shall be construed as creating an obligation on Silicon or
                                       its affiliates to so participate. The right to invest provided by this Section 9(c) shall not apply
                                       after a Qualified IPO.

                                 (d)   Domestic Subsidiaries. Borrower represents and warrants that it does not have any
                                       subsidiaries organized under the laws of any state in the United States, other than Atheros
                                       India, LLC, a Delaware limited liability company, and Atheros

                                                            -13-
                      Silicon Valley Bank                                  Amended Schedule to Loan and Security Agreement


                                            Communications International, LLC, a Delaware limited liability company, (the “Domestic
                                            Subs”), and that the Domestic Subs do not, and will not, throughout the term of this
                                            Agreement, have any Intellectual Property or any assets located in the United States, without
                                            Silicon‟s prior written consent (which consent may be conditioned on the Domestic Subs
                                            executing and delivering to Silicon continuing guaranties with respect to the Obligations on
                                            Silicon‟s standard form, and security agreements granting Silicon first-priority security
                                            interests in all of their assets to secure said guaranties).

Borrower:                                                          Silicon:
ATHEROS COMMUNICATIONS, INC.                                       SILICON VALLEY BANK


By    /s/   D AVID T ORRE                                          By         /s/   T ERESA L I

      President or Vice President                                  Title      Vice President


                                                               -14-
                                                                                                                                    Exhibit 10.23

                                                 AGREEMENT AND RELEASE OF CLAIMS

     THIS AGREEMENT AND RELEASE OF CLAIMS (“Agreement”) is entered into by and between Ranendu Das (the “Employee”) and
Atheros Communications, Inc. (the “Company”).

      1.    Instructions To Employee .

      In order to receive the benefits described in Section 3 below, you must sign this Agreement in the exact form provided, without altering,
deleting from, or adding to it.

In order to receive the severance benefits described below, you must sign this Agreement and return it to the Company Human Resources
Department, 529 Almanor Ave., Sunnyvale, CA 94085 no later than December 22, 2003, twenty-one (21) calendar days from the date of
receipt of this Agreement (December 1, 2003).

This Agreement is an important document, which you should examine carefully before signing. You are encouraged to seek the advice of
anyone you need to in order to make an informed decision, including an attorney.

      2.    Termination of Employment .

     I understand that my employment with the Company will terminate on December 31, 2003.

      3.    Severance Benefits .

       I understand that under this Agreement I am entitled to receive severance pay in the amount of $95,250. This amount is equal to six
months of my regular compensation. I understand that taxes and other legally required deductions will be withheld from the severance pay.
This severance payment will be made through regular payroll payments through July 15, 2004. I will be eligible to receive any earned bonus
that is paid through the Executive bonus plan for 2003. The amount of bonus paid will be dependent upon the performance to the plans
objectives. I will also continue to vest my options granted by the Company on 7/12/2000 and 3/12/2003 through July 15. 2004. This will result
in a total of 410,000 options being vested. In addition, if I properly elect to continue the Company‟s group health plan coverage under COBRA,
the Company will reimburse me for the cost of such coverage for me and my enrolled dependents for January 1, 2004 through June 30, 2004.

      4.    Release and Waiver of Claims .

     I elect to receive the benefits specified under Section 3 of this Agreement and understand that the benefits are being paid in consideration
for my release and waiver of claims as set forth below.

      I understand that, as provided in the Older Workers Benefit Protection Act of 1990, I have the right to consult with an attorney before
signing this Agreement, that I have a period of up to at least 21 calendar days in which to consider this Agreement, that I may revoke this
Agreement within seven calendar days after signing it and that this Agreement is not effective or enforceable until expiration of that seven-day
period.

                                                                       -1-
      I understand that there are various local, state and federal laws that govern any employment relationship with the Company, including but
not limited to laws that prohibit discrimination on the basis of age, color, race, gender, sexual orientation, marital status, national origin, mental
or physical disability, religious affiliation or veteran status. Such laws include, but are not limited to, Title VII of the Civil Rights Act of 1964,
the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the California Fair Employment and Housing Act. By
signing this Agreement, I intend to give up any rights I may have under these or any other laws with respect to my employment and to the
termination of my employment with the Company.

      I agree that the benefits set forth in Section 3 are in full satisfaction of any claims, liabilities, demands or causes of action, known or
unknown, that I and my heirs, successors and assigns ever had, now have or may claim to have had against the Company or any parents,
subsidiaries, directors, officers, employees or agents of the Company, as of the date of this Agreement, excepting claims for vested benefits
based on my employment, claims for workers‟ compensation insurance or unemployment insurance benefits. Any such claims whether for
discrimination, including but not limited to claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act,
the Americans with Disabilities Act, the California Fair Employment and Housing Act, and claims for wrongful termination, breach of
contract, breach of public policy, physical or mental harm or distress or any other claims, are hereby released and I agree and promise that I
will not file any lawsuit or administrative complaint asserting any such claims, with the exception that I understand that nothing in this
Agreement prohibits me from filing a charge or complaint, including a challenge to the validity of this release of claims, with the Equal
Opportunity Employment Commission (“EEOC”) or participating in any investigation or proceeding conducted by the EEOC.

      5.    Waiver .

      I hereby expressly waive the provisions of California Civil Code Section 1542 California Civil Code section 1542 provides as follows.

      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
      EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
      MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

      6.    Confidentiality .

     I acknowledge that during my employment, I signed the enclosed agreement regarding confidential information and intellectual property
in which I agreed to protect Company confidential information both during and after my employment. In the course of my employment I had
access to confidential Company information, which I am required to keep confidential both during and after my employment. As a condition of
accepting the severance package benefits set forth in Section 3 above, I reaffirm my obligation to keep secret all confidential information that
belongs to the Company and to comply with the terms of the enclosed confidentiality agreement.

                                                                         -2-
        7.    Property of the Company .

        I agree to return all property that belongs to the Company.

        8.    Arbitration .

      Any dispute or claim arising out of or in connection with this Agreement, my employment by the Company, and/or the termination of my
employment by the Company, will be finally settled by binding arbitration in Santa Clara County, California. The arbitration shall be
conducted in accordance with the employment dispute resolution rules of the American Arbitration Association by one arbitrator appointed in
accordance with those rules. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory
arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief,
or to compel arbitration in accordance with this Section 8. The direct expense of any arbitration proceeding shall be borne equally by the
Employee and the Company. Each party shall bear its own attorneys‟ fees.

        9.    Entire Agreement .

      The provisions of this Agreement and the attached Exhibit set forth the entire agreement between the parties concerning termination of
my employment. Any other promises, written or oral, are replaced by the provisions of this document, and are no longer effective unless they
are contained in this document.

        10.   Enforceability .

     The fact that any provision of this Agreement is found invalid or unenforceable shall not affect the validity or enforceability of the
remainder of this Agreement.

        11.   Applicable Law .

      This Agreement shall be governed by and construed in accordance with the laws of the State of California, notwithstanding any
California choice of laws rule to the contrary.

        12.   Execution in Counterpart .

        This Agreement may be executed in counterparts and will be valid even though the signatures of all parties do not appear on the same
page.

        13.   Revocation .

     I understand that I have seven (7) calendar days after the date of signing this Agreement to revoke this Agreement. If I sign the
Agreement and decide within 7 days to revoke, my revocation should be in writing and delivered to Atheros Communications Human
Resources Department, 529 Almanor Ave., Sunnyvale, CA. This Agreement does not become effective until the seven (7) day revocation
period has passed.

                                                                       -3-
By signing below, I acknowledge that my election to accept severance benefits, and to release any claims described above, is voluntary.

In addition, I hereby acknowledge by my signature that I have carefully read and fully understood all of the provisions of this
document. I have been encouraged to consider this document carefully and to seek legal advice before signing it.



B                         /s/     Ranendu Das                                   12/22/03
y

                                  Ranendu Das                                   Date



B                   /s/         Sharon Thompson                                 12/2/03
y

                        Sharon Thompson                                         Date
                    Director, Human Resources
                   Atheros Communications, Inc.


                                                                   -4-
                                                                                                                                  Exhibit 23.1

                                                       Independent Auditors’ Consent

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-110807 of Atheros Communications, Inc. of our report
dated January 15, 2004 appearing in the Prospectus, which is part of this Registration Statement, and of our report dated January 15, 2004
relating to the financial statement schedule appearing elsewhere in this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
January 15, 2004