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

FORM 10-Q

(Mark One)

FOR THE QUARTERLY PERIOD ENDED December 31, 2004

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the transition period from     to     .

Commission file number 000-24487

MIPS Technologies, Inc.
(Exact name of registrant as specified in its charter)

1225 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94043-1353
(Address of principal executive offices)

Registrant's telephone number, including area code: (650) 567-5000

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X ] No [ ]

        As of January 31, 2005, the number of outstanding shares of the registrant’s common stock, $0.001 par value, was 42,087,338.

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PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

MIPS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

See accompanying notes.

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MIPS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except per share data)

See accompanying notes.

4

MIPS TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)

See accompanying notes.

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MIPS TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

Note 1.    Description of Business and Basis of Presentation

        We are a leading provider of industry-standard processor architectures and cores for digital consumer and business applications. We design and license high performance 32- and 64-bit architectures and cores, which offer smaller dimensions and greater energy efficiency in embedded processors. Our technology is utilized in such high-growth embedded markets as digital set-top boxes, digital televisions, DVD recordable devices, broadband access devices, digital cameras, laser printers and network routers.

        Basis of Presentation. The unaudited results of operations for the interim periods shown in these financial statements are not necessarily indicative of operating results for the entire fiscal year. In our opinion, the condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for each interim period shown.

        The condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Certain information and footnote disclosures included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in these interim statements as allowed by such SEC rules and regulations. The balance sheet at June 30, 2004 has been derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. However, we believe that the disclosures are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2004, included in our 2004 Annual Report on Form 10-K.

        Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

        Stock-Based Compensation. We have adopted the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-based Compensation, as amended by SFAS No. 148 — Accounting for Stock-Based Compensation — Transition and Disclosure. As allowed by SFAS No. 123, we account for stock-based employee compensation arrangements under the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25). As a result, no expense was recognized for options to purchase our common stock that were granted with an exercise price equal to fair market value at the date of grant and no expense was recognized in connection with purchases under our employee stock purchase plan. For restricted common stock issued at discounted prices, we recognize compensation expense over the vesting period for the difference between the exercise or purchase price and the fair market value on the measurement date. Total compensation expense recognized in our financial statements for stock-based awards under APB 25 was $207,000 and $393,000 for the three-month and six-month periods ending December 31, 2004 compared to $160,000 and $321,000 for the three-month and six-month periods ending December 31, 2003.

        Pro forma information regarding net income (loss) and net income (loss) per share has been determined as if we had accounted for our employee stock options and employee stock purchase plans under the fair value method prescribed by SFAS No. 123. For purposes of pro forma disclosures, the estimated fair value of the stock awards is amortized to expense over the vesting periods of such awards.

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        Our pro forma information is as follows (in thousands, except per share data):

        The historical pro forma impact of applying the fair value method prescribed by SFAS No. 123 is not representative of the impact that may be expected in the future due to changes resulting from additional grants in future years.

        In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004) Share-Based Payment (SFAS No. 123R), which replaces SFAS No. 123 and supercedes APB No. 25. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. We are required to adopt SFAS No. 123R in the first quarter of fiscal 2006, beginning July 1, 2005. Under SFAS No. 123R, we must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method of compensation cost and the transition method to be used at date of adoption. The transition methods include retroactive and prospective adoption options. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive method would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. We are evaluating the requirements of SFAS No. 123R and expect that the adoption of SFAS No. 123R will have a material impact on our consolidated results of operations and earnings per share. We have not yet determined the method of adoption or the effect of adopting SFAS No. 123R, and we have not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.

        Employees purchased 222,000 shares of our common stock under our stock purchase plans in the second quarter and first six months of fiscal 2005. Employees exercised options to purchase 375,000 shares of our common stock under our stock option plans in the second quarter and 401,000 shares in the first six months of fiscal 2005

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Note 2.   Computation of Earnings Per Share

        The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

Note 3.   Comprehensive Income (Loss)

        Total comprehensive income (loss) includes net income (loss) and other comprehensive income, which for us primarily comprises unrealized gains and losses from foreign currency translation adjustments. Total comprehensive income for the second quarter and first six months of fiscal 2005 was $3.7 million and $6.9 million compared to total comprehensive income of $672,000 and total comprehensive loss of $5.1 million for the comparable periods in the prior year.

Note 4.   Purchased Intangible Assets

        All of our purchased intangible assets, except goodwill, are subject to amortization. Purchased intangible assets subject to amortization consisted of the following as of December 31, 2004 and June 30, 2004 (in thousands):

        Goodwill, recorded in fiscal year 2003 as a result of the acquisition of Algorithmics, Limited, a tool chain company based in the United Kingdom and an affiliated company, DFS3 Limited, was $248,000 as of December 31, 2004 and June 30, 2004.

        The estimated future amortization expense of purchased intangible assets as of December 31, 2004 is approximately $275,000, $549,000, $549,000, $549,000 and $341,000 for the remaining six months of fiscal 2005 and for fiscal years 2006, 2007, 2008 and 2009, respectively, and approximately $387,000 for years following fiscal 2009. Amortization expense for purchased intangible assets was $130,000 in the second quarter of fiscal 2005 and $278,000 for the first six months of fiscal 2005 compared to $148,000 and $296,000 for the comparable periods of fiscal 2004.

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Note 5.   Restructuring Charge

        Restructuring charges consist of multiple actions taken in fiscal 2003.

October 2002 Restructuring Activities

        In the second quarter of fiscal 2003, we closed our Denmark design center to consolidate our research and development activities in our headquarters in California and in our then recently acquired design center in the United Kingdom. We implemented plans to eliminate 67 regular positions, or about 30% of our then global workforce, across all functions with the objective of reducing our operating expenses. These actions resulted in a restructuring charge in fiscal 2003 of approximately $7.7 million. The restructuring charge included approximately $3.2 million of employee severance and related benefits, $1.7 million of facilities exit costs, primarily related to lease expenses net of anticipated sublease income, $2.5 million in asset write-offs and $299,000 in legal expenses and other costs. The severance and facility related charges were accounted for under EITF Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity. The charges associated with the write-off of assets were accounted for under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. All employees had been terminated as of June 30, 2003.

        A summary of the October 2002 restructuring activities as of December 31, 2004 follows below (in thousands):

        The $1.7 million estimated charge for vacating our Denmark design center consisted of our future obligations of $6.4 million under the facility operating lease expiring in March 2010, partially offset by estimated sublease income of approximately $4.7 million. We engaged two external local real estate professionals to provide an assessment of comparable commercial properties in the Copenhagen, Denmark real estate market. Based on the input from these real estate professionals, we estimated that a period of 15 months would elapse before we would be able to sublease the facility, entailing a cost of facilities of $1.2 million during this period. We also estimated that we would generate sublease income of $4.7 million over the remaining 7.25 years of the term of the lease with total contractual obligation under the facilities lease of $5.2 million. During the first quarter of fiscal 2004, we revised our estimate of sublease income based upon updated information from real estate professionals on market conditions in Denmark received subsequent to the first quarter of fiscal 2004. We estimated that an additional 18 months from March 2004 would elapse before we may be able to sublease the facility, and that the amount of sublease income during the remainder of the lease term would be $3.4 million. These revised estimates resulted in a charge to restructuring during the first quarter of fiscal 2004 of $1.4 million. On September 28, 2004, we entered into an agreement with the landlord and a new tenant to terminate our long-term lease obligation in return for a lump sum payment of approximately $1.9 million. This resulted in an additional charge to restructuring in the first quarter of fiscal 2005 of $277,000.

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        As part of our restructuring plan, we decided to reduce our investment in research and development, and revised our product development plans. Given constraints on our resources, we determined that we would not seek to integrate into our product plans the developed technology we acquired from Lexra, Inc. in December 2001 and determined that such developed technology had no value and recorded an impairment charge of $1.2 million for the remaining value of this intangible asset in the second quarter of fiscal 2003.

        Other assets written off in fiscal 2003 as a part of the October 2002 restructuring action included leasehold improvements and computer aided design software related to the Denmark facilities. Other costs are composed primarily of legal fees and other restructuring costs. The asset impairments that resulted from these exit activities were accounted for under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

        As of December 31, 2004, the remaining restructuring cost accrual was $21,000, which consists of an accrual for miscellaneous expenses related to closing the property.

May 2003 Restructuring Activities

        In May 2003, we announced a restructuring plan that included the termination of approximately 57 regular employees and contractors to be completed during fiscal 2004. These activities resulted in a restructuring charge of approximately $2.6 million in fiscal 2003 and additional restructuring charges of approximately $1.8 million in fiscal 2004. These costs and activities were accounted for under FAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. As of December 31, 2003, all employees and contractors had been terminated and all payments made under this activity.

Note 6.   Interest Income

        Interest income reported under Other income, net was $428,000 and $717,000 for the three-month and six-month periods ending December 31, 2004 and $179,000 and $381,000 in the comparable periods of fiscal 2004.

Note 7.   Contingencies

        On April 30, 2003, our Swiss subsidiary, MIPS Technologies International AG, or MIPS AG, through which we conducted our operations in Denmark, terminated the employment of 55 employees in connection with the closure of our Denmark design center. Of these, 45 employees filed claims against MIPS AG in the County Court of Ballerup, Denmark. Subsequently, 13 of these employees agreed to withdraw their claims. On the termination date, the remaining 32 employees of MIPS AG held options to purchase an aggregate of 724,830 shares of our common stock, of which options to purchase 413,552 shares were vested and options to purchase 311,278 shares were unvested. The exercise price of these options ranged from $2.94 to $27.16 per share. Under our stock option plans, unvested options expire upon termination of employment and vested options expire three months after the termination of employment.

        The terminated employees are seeking, primarily, the right to exercise, regardless of the termination of their employment, the options they held as of the date of their termination, which expired on or within three months of the termination date. As such, they are claiming, under alleged principles of Danish employment law, the right to exercise such options, or in the alternative, money damages equal to the difference between the excess of the trading price of our common stock over the exercise price of the options on whatever future date the employee designates as an effective exercise date of the option. The employees further claim that these effective rights to exercise should continue for the same period as the respective terms of the options on which they were based, that is, 10 years from the respective grant date of the underlying option. In addition, the employees have made a claim for holiday pay and holiday supplement based on the value of stock options at the time of grant.

        Our Swiss subsidiary intends to defend itself vigorously in these matters. Presently, we are unable to assess the probability that this suit will result in a material loss to MIPS AG or us. Further, the amount of any loss would presumably depend on the future price of shares of our common stock.

        From time to time, we receive communications from third parties asserting patent or other rights covering our products and technologies. Based upon our evaluation, we may take no action or we may seek to obtain a license. There can be no assurance in any given case that a license will be available on terms we consider reasonable or that litigation will not ensue.

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Note 8.   Recent Accounting Pronouncements

        FASB Staff Position (FSP) No. 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP No. 109-2) provides guidance under SFAS No. 109, Accounting for Income Taxes, with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the “Jobs Act”) on enterprises’ income tax expense and deferred tax liability. The Jobs Act was enacted on October 22, 2004. FSP No. 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. Adoption of FSP No. 109-2 did not have a significant impact on our results of operations or financial condition.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this report. This discussion may contain forward-looking statements that involve risks and uncertainties. Forward-looking statements within this Quarterly Report on Form 10-Q include those that address our expectations for future levels of operating expenses as well as other expenses and are identified by words such as “believes,” “anticipates,” “expects,” “intends,” “may” and other similar expressions. Our actual results could differ materially from those indicated in these forward-looking statements as a result of certain factors, including those described under “Factors That May Affect Our Business,” and other risks affecting our business. We undertake no obligation to update any forward-looking statements included in this discussion.

Overview

        We are a leading provider of industry-standard processor architectures and cores for digital consumer and business applications. We design and license high performance 32- and 64-bit architectures and cores, which offer smaller dimensions and greater energy efficiency in embedded processors. Our technology is utilized in such high-growth embedded markets as digital set-top boxes, digital televisions, DVD recordable devices, broadband access devices, digital cameras, laser printers and network routers.

        We entered fiscal 2005 facing the challenge of maintaining our growth and profitability, while establishing new initiatives and executing on our next set of product development offerings. We have made significant progress during the first six months of fiscal 2005. Our recently introduced high performance MIPS32 24K core family contributed significantly to the 45% year over year revenue growth in the second fiscal quarter of 2005. We completed 13 new license agreements during the quarter, including three agreements for the 24K cores, providing the basis for the 67% growth in contract revenue. Revenue from new and existing 24K core licenses contributed nearly half of the contract revenue in the quarter. We continue to expand our customer base with ten of the license agreements entered into in the quarter coming from new licensees. The 28% increase in royalties in the second quarter was due to royalties from license agreements signed since our initial public offering in June 1998. Royalties from these agreements contributed to 72% of our total royalties in the quarter, up from 30% in the same quarter of fiscal 2004. We achieved increased profitability for the fifth consecutive quarter.

        Looking forward to the next fiscal quarter, we will need to continue to capitalize on the momentum for the MIPS32 24K core family to grow our contract revenue. We expect that our operating expenses will increase over the next several quarters as we continue to invest in projects and programs to support our future growth.

Results of Operations

        Revenue. Our revenue consists of royalties and contract revenue earned under contracts with our licensees. Our contracts with our licensees are typically subject to periodic renewal or extension and expire at various dates through June 2018. Although the precise terms of our contracts vary, they typically provide for royalties, technology license fees for currently available technology or engineering service fees for technology under development, and maintenance fees.

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        We generate royalties from the sale by our licensees of products incorporating our technology. Royalty revenue is recognized in the quarter in which a report is received from a licensee detailing the shipments of products incorporating our intellectual property, which is in the quarter following the sale of the licensee’s product to its customer. Royalties are calculated either as a percentage of the revenue received by the seller on sales of such products or on a per unit basis. We periodically perform royalty reviews of our licensees and if these reviews indicate any over- or under-reported royalties, we accrue for the results as they are known. Our ability to diversify our revenue base will depend primarily on the number and variety of design wins we obtain from digital consumer product and business equipment manufacturers, and consumer acceptance of products that incorporate our technology. We generally do not have a direct contractual relationship with digital consumer product manufacturers, and the royalty reports submitted by our licensees generally do not disclose which consumer products include our technology. As a result, it is difficult for us to identify or predict the extent to which our future revenue will depend upon a particular digital consumer product or product manufacturer.

        We generate contract revenue from technology license fees for currently available technology and engineering service fees for technology under development. Each of these types of contracts is a nonexclusive license for the underlying intellectual property. While we may be required to perform certain services to render the intellectual property suitable for license under an engineering service contract, we continue to own the intellectual property that we develop. The amount of the license fee under an engineering service agreement is primarily a function of our determination of the underlying value of the technology rather than our cost of completing the development of the technology required by the agreement. We also have the right to license to other licensees the intellectual property developed under engineering service agreements. Consistent with Staff Accounting Bulletin (referred to as SAB) No. 104, technology license fees are recorded as revenue upon the execution of the license agreement when there is persuasive evidence of an arrangement, fees are fixed and determinable, delivery has occurred and collectibility is probable. Technology license fees vary based on, among other things, whether a particular technology is licensed for a single application or for multiple or unlimited applications, and whether the license granted covers a particular design or a broader architecture. Engineering service fees are related to engineering services contracts, which are performed on a best efforts basis and for which we receive periodic milestone payments. Engineering service fees are recognized as revenue over the estimated development period using a cost-based percentage of completion method. In most instances, the technology under development, including under engineering services contracts, can be licensed to multiple customers.

        Our revenue in the three-month and six-month periods ended December 31, 2004 and December 31, 2003 was as follows (in thousands):

        The increase in revenue for the second quarter and first six months of fiscal 2005 over the comparable periods in fiscal 2004 was due to an increase in both royalties and contract revenues. The increase in royalties was due primarily to an increase in royalties from license agreements signed since our initial public offering in June 1998 of $3.7 million for the second quarter and $6.0 million for the first six months of fiscal 2005, as customers under these agreements are shipping more products incorporating our technology. This increase was offset in part by a decrease in royalties from legacy agreements of $2.0 million for the second quarter and $2.7 million for the first six months of fiscal 2005. We periodically perform royalty reviews of our licensees and if these reviews indicate any over- or under-reported royalties, we accrue for the results as they are known. As a result of a review of one of our licensees, we have determined that there had been an over reporting of royalties to us and, accordingly, reduced the royalty revenue for the second quarter of fiscal 2005 by $900,000. While an adjustment of this nature and magnitude is infrequent, differences from amounts reported by our licensees, both over and under, may arise from time to time in the future. Prior to the current quarter the results of these reviews have not been significant.

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        The increase in contract revenue was primarily due to an increase in fees generated from new and existing license agreements for developed technology of $3.1 million for the second quarter and $6.4 million for the first six months of fiscal 2005. The increase in fees for developed technology was primarily due to the completion of 13 new license agreements during the second quarter and 22 new agreements for the first six months of fiscal 2005 including eight new licenses for the recently introduced MIPS32 24K core family. Contract revenue generated from engineering services contracts for technology under development during the first six months of fiscal 2005 declined by $755,000 due to fewer agreements in place for the development of products than in the comparable period in fiscal 2004.

        Cost and Expenses. Our cost and expenses for the three-month and six-month periods ended December 31, 2004 and December 31, 2003 was as follows (in thousands):

        Research and Development. Costs incurred with respect to internally developed technology and engineering services which are not directly related to any particular licensee, license agreement or license fee are included in research and development as they are incurred.

        The decrease in research and development expenses for the second quarter of fiscal 2005 over the comparable period in fiscal 2004 was primarily due to a $665,000 decrease in depreciation and computer-aided design tool amortization expense as assets have become fully depreciated and amortized. This decrease was partially offset by an increase in bonus and profit sharing expense of $317,000.

        The decrease in research and development expenses for the first six months of fiscal 2005 over the comparable period in fiscal 2004 was primarily the result of a reduction in cost of approximately $3.6 million related to the termination of our custom core development team in September 2003, including a decrease in salary expense of $696,000 and a decrease in computer-aided design tool amortization expense of $2.0 million. In addition, depreciation expense declined $911,000. These decreases were offset in part by an increase in bonus and profit sharing expense of $620,000. We expect our research and development expenses to increase during the remainder of fiscal 2005 as we invest in additional projects to support future growth.

        Sales and Marketing. The increase in sales and marketing expenses in the second quarter of fiscal 2005 was primarily due to an increase of $414,000 in spending on marketing communications, consulting, and third party development tools due to an increase in projects and tools requirements during the quarter. In addition, there was an increase in commission and bonus expense of $356,000 as a result of an increase in commissionable contract revenue and an increase in sales personnel, as well as an increase in bonus and profit sharing expense. Salary expense increased by $114,000 due to increases in headcount.

        The increase in sales and marketing expenses for the first six months of fiscal 2005 was primarily due to an increase in commission, bonus and profit sharing expense of $628,000 due to an increase in commissionable contract revenue and sales personnel, and the reinstatement of our bonus and profit sharing plans. In addition, marketing communications and consulting expenses increased by $354,000 due to an increase in projects during the period. Salary expense increased by $204,000 due to increased headcount. We expect that our sales and marketing expenses will increase during the remainder of fiscal 2005 as we focus additional resources on expanding our market presence.

        General and Administrative. The increase in general and administrative expenses in the second quarter of fiscal 2005 was primarily due to an increase in fees for accounting services of $162,000 due to the establishment of international locations and royalty audits. The increase in general and administrative expenses in the first six months of fiscal 2005 was due to an increase in accounting fees of $353,000 as a result of increased international activity and royalty audits, and an increase in legal expense of $118,000 as a result of increased legal and patent activity. In addition, our general and administrative expenses were reduced by $177,000 in the first six months of fiscal 2004, as we were able to collect an outstanding receivable that had previously been determined to be uncollectible. We expect that our general and administrative expenses will remain relatively constant over the next few quarters.

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        Restructuring Charge. We recorded restructuring charges in the first quarter of fiscal 2005 and in the first quarter of fiscal 2004 related to two actions initiated in fiscal 2003. In the second quarter of fiscal 2003, we closed our Denmark design center, which occupied approximately 44,600 square feet of technical office space under a long-term lease arrangement to expire in July 2010. On September 28, 2004, we entered into an agreement with the landlord and a new tenant to terminate our lease obligation in return for a lump sum payment of approximately $1.9 million. This resulted in an additional charge to restructuring in the first quarter of fiscal 2005 of $277,000. The restructuring charge recorded during the first quarter of fiscal 2004 of approximately $1.8 million consisted primarily of employee severance costs related to the phase out initiated in May 2003 of our design efforts with respect to the development of custom cores.

        Other Income, Net. Other income, net, for the second quarter of fiscal 2005 was $369,000 and for the first six months of fiscal 2005 was $614,000 compared to $107,000 and $315,000 for the comparable periods in fiscal 2004. The increase in other income was primarily due to an increase in interest income.

        Income Taxes. We recorded an income tax provision of $1.3 million for the second quarter of fiscal 2005 and $2.2 million for the first six months of fiscal 2005. The estimated annual effective tax rate of 25% for the first six months of fiscal 2005 is lower than the applicable statutory rate primarily due to the availability of foreign tax credit and general business tax credit carryovers from prior years. The income tax provision recorded for the second quarter of fiscal 2005 reflects an upward revision in our estimated effective tax rate for the year due to an upward revision in our forecasted pretax income for the year. We recorded an income tax provision of $284,000 for the second quarter of fiscal 2004 and $852,000 for the first six months of fiscal 2004 consisting of foreign income taxes and foreign withholding taxes. The estimated annual effective tax rate for the first six months of fiscal 2004 differs from the expected benefit at the applicable statutory rate due to our inability to benefit from the operating losses incurred.

        A transaction reported in our federal income tax return for fiscal year 2002 is currently under examination by the Internal Revenue Service. No adjustment has been proposed at this time. We believe that adequate amounts have been provided for any adjustment that may ultimately result from this examination.

Financial Condition

        At December 31, 2004, we had cash, cash equivalents and short-term investments of $99.7 million and total working capital of $92.7 million. Our principal requirements for cash are to fund working capital needs, and, to a lesser extent, capital expenditures for equipment purchases, licensing of computer-aided design tools used in our development activities and acquisition of technologies and patents. The following table summarizes selected items (in thousands) from our statement of cash flows for the six months ended December 31, 2004 and 2003. For complete statements of cash flows for those periods, see the financial statements in Item 1.

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        For the six-month period ended December 31, 2004, our operating activities provided net cash of $4.8 million primarily reflecting net income and non-cash charges including depreciation and amortization of intangibles. In addition, cash was generated by a decrease in prepaid expenses due to amortization of our business insurance policy of $511,000 and amortization of our computer-aided design licenses of $1.0 million. Furthermore, income taxes payable increased due to our tax provision of $2.2 million for the period, which was partially offset by tax payments made and foreign withholding taxes on accounts receivable collections. The net cash provided by these sources was partially offset by an increase in accounts receivable due to new license agreements signed near the end of the quarter and a decrease in other current accrued liabilities, primarily from payments under our restructuring plan for our Denmark facility lease termination of $1.9 million, along with a decrease in accrued compensation related to $1.5 million in executive bonus payments.

        During the six months ended December 31, 2003, net cash provided by operating activities of $1.5 million consisted mainly of our net loss of $5.3 million, offset in part by non-cash charges including depreciation and amortization along with a decrease in accounts receivable due to collection of a large receivable outstanding at June 30, 2003 offset in part by receivables from new agreements during the quarter. In addition, prepaid expenses and other assets decreased due to the receipt of an income tax receivable of $630,000, annual amortization of $662,000 related to our prepaid business insurance, and $3.0 million in amortization of our computer-aided design tool licenses. These were partially offset by a decrease in accrued liabilities primarily due to payment of our annual business insurance policy of $1.3 million, payment of accrued restructuring costs of $2.2 million due to the termination of employees during the period, partially offset by an additional accrual of $1.4 million related to the closure of our Denmark facility and a $1.1 million accrual for new computer-aided design tool licenses. Accrued compensation was lower due to fewer employees at the end of the period.

        Net cash used in investing activities was $5.3 million for the six months ended December 31, 2004 compared to $22.4 million for the comparable period in the prior year. Net cash used in investing activities during the six-month periods ended December 31, 2004 and December 31, 2003 included purchases of short-term investments and purchases of equipment and computer-aided design tools used in our development activities.

        Net cash provided by financing activities was $2.0 million for the six months ended December 31, 2004 compared to net cash provided of $495,000 for the comparable period in the prior year. Net cash provided by financing activities during the six-month period ended December 31, 2004 and December 31, 2003 was attributable to purchases under our employee stock plans.

        Our future liquidity and capital requirements could vary significantly from quarter to quarter, depending on numerous factors, including, among others:

        We believe that we have sufficient cash to meet our projected operating and capital requirements for the foreseeable future. However, we may in the future be required to raise additional funds through public or private financing, strategic relationships or other arrangements. Additional equity financing may be dilutive to holders of our common stock, and debt financing, if available, may involve restrictive covenants. Moreover, strategic relationships, if necessary to raise additional funds, may require that we relinquish our rights to certain of our technologies. Our failure to raise capital when needed could have a material adverse effect on our business, results of operations and financial condition.

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Contractual Obligations

        Our contractual obligations as of December 31, 2004 were as follows:

Critical Accounting Policies and Estimates

        We prepare our financial statements in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We regularly evaluate our accounting estimates and assumptions. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results inevitably will differ from the estimates, and such differences may require material adjustments to our financial statements.

        We believe the following critical accounting policies affect the significant judgments and estimates we use in the preparation of our consolidated financial statements.

        Revenue Recognition. We recognize revenue upon concluding that all of the fundamental criteria for revenue recognition have been met. We generate royalties from the sale by our licensees of products incorporating our technology. Royalty revenue is recognized in the quarter in which a report is received from a licensee detailing the shipments of products incorporating our intellectual property, which is in the quarter following the sale of the licensee's product to its customer. Royalties are calculated either as a percentage of the revenue received by the seller on sales of such products or on a per unit basis. We periodically perform royalty reviews of our licensees and if these reviews indicate any over- or under-reported royalties, we accrue for the results as they are known as was the case in the second quarter of fiscal 2005 when we reduced our royalty revenue by $900,000 due to an over-reporting by one of our licensees. Contract revenue includes technology license fees for currently available technology or engineering service fees for technology under development, and support and maintenance fees. Consistent with SAB No. 104, license fees are recorded as revenue upon the execution of the license agreement when there is persuasive evidence of an arrangement, fees are fixed or determinable, delivery has occurred and collectibility is probable. We assess the credit worthiness of each customer at the time the license agreement is executed or when a transaction under the agreement occurs. If collectibility is not considered probable, revenue is recognized when the fee is collected. Fees related to engineering services contracts for technology under development, which contracts are performed on a best efforts basis, are recognized as revenue over the estimated development period using a cost-based percentage of completion method limited to the amount of the milestone payments attained under each agreement. Upon the execution of each engineering services contract, we estimate the engineering resources required to complete the development effort. We regularly review and, if necessary, revise the estimated cost of development, as the development effort is subject to change due to changes in engineering schedules, resource availability and in some instances deliverable requirements from the licensee or third parties. To the extent the revised estimated costs of development are less than the original estimate, the engineering service fee recognized would be accelerated to the revised percentage of completion in the period in which the adjustment occurred. Conversely, if the revised estimated costs of development are more than the original estimate, the engineering service fee recognized would be adjusted to the revised percentage of completion in the period in which the adjustment occurred. To date, changes in the estimated costs of development have not been significant and the impact of these changes to our revenue have been immaterial. Under our support and maintenance arrangements, we provide unspecified upgrades, bug fixes and technical support. No other upgrades, products or other post-contract support are provided. These arrangements are renewable annually by the customer. Support and maintenance revenue is recognized at its fair value ratably over the period during which the obligation exists, typically 12 months. The fair value of any support and maintenance obligation is established based on the specified renewal rate for such support and maintenance and generally priced as a percentage of license fees.

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        Income Taxes. We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires that deferred tax assets and liabilities be recognized for the effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax asset will not be realized. We have provided a full valuation allowance against our U.S. net deferred tax assets due to our history of net losses, difficulty in forecasting future results and belief that we cannot rely on projections of future taxable income to realize deferred tax assets. Significant management judgment is required in determining our deferred tax assets and liabilities and valuation allowances for purposes of assessing our ability to realize any future benefit from our net deferred tax assets. We intend to maintain this valuation allowance until sufficient positive evidence exists to support the reversal of the valuation allowance. Future income tax expense will be reduced to the extent that we have sufficient positive evidence to support a reversal of, or decrease in, our valuation allowance.

        In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. We recognize potential liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

        Impairment of Long-Lived Assets. We evaluate our long-lived assets, including purchased intangible assets, whenever certain events or changes in circumstances indicate that the carrying value of assets may not be recoverable or that the estimated useful life of the asset has changed. In order to judge the carrying value of an asset or the remaining useful life of an asset, we make various assumptions about the value of the asset in the future. This may include assumptions about future prospects for the products to which the asset relates and typically involves computations of the estimated future cash flows to be generated by these products. If such assets are deemed impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets is recognized. Judgments and assumptions about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, and internal factors such as changes in business strategy and our internal forecasts. During the second quarter of fiscal 2003, as part of our restructuring activities, we determined that we would not seek to integrate into our product plans the developed technology we acquired from Lexra, Inc. and recorded an impairment charge of approximately $1.2 million, the remaining net book value of that asset. Research and development expense included $1.7 million in fiscal 2004 and $696,000 in fiscal 2003 related to the accelerated amortization and depreciation of certain computer aided design tool and software assets whose estimated useful lives were reduced because of the restructuring actions announced in the fourth quarter of fiscal 2003.

        Goodwill and Purchased Intangible Assets. We make estimates when we acquire businesses or acquire groups of assets for a single aggregate price. The purchase method of accounting for acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the tangible and intangible assets acquired, including in-process research and development, or IPR&D. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition of a business and the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized but is subject to annual impairment tests. The amounts and useful lives, generally 3 to 10 years, assigned to tangible and intangible assets, other than IPR&D, impact future amortization expense; the amount assigned to IPR&D is expensed immediately. If the assumptions and estimates used to allocate the purchase price are subsequently revised in light of new circumstances, purchase price adjustments, which could impact future amortization of acquired assets, or asset impairment charges, could be required.

        Accrued Facilities Restructuring Costs. In October 2002, we exited our Denmark research facility, and we recorded a restructuring charge in the second quarter of fiscal 2003 to reflect the anticipated costs of the restructuring. Among other things, the anticipated costs included lease charges that were based on assumptions about the estimated period to sublease the facilities and future rental income. The sublease income estimate and the estimated period to sublease the facility entail a high level of management judgment. Market conditions have fluctuated greatly due to such factors as changes in property occupancy rates and the rental prices charged for comparable properties. We expect that market conditions will continue to fluctuate in the future, and we assess these conditions on a quarterly basis. We may be required to record significant additional charges in future periods if we revise our assumptions or if our actual experience in subleasing our Denmark facility is not consistent with our assumptions. If, in the future, it is determined that our accrual is insufficient, we would be required to record an additional charge which would have an unfavorable impact on our financial statements in the period this was determined, as was the case in the first quarter of fiscal 2004. On September 28, 2004, we entered into an agreement with the landlord and a new tenant to terminate our lease obligation in return for a lump sum payment of approximately $1.9 million. This resulted in an additional charge to restructuring in the first quarter of fiscal 2005 of $277,000.

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Factors That May Affect Our Business

        Our success is subject to numerous risks and uncertainties, including those discussed below. These factors could hinder our growth, cause us to sustain losses or have other adverse effects on us, all of which could cause our stock price to decline.

        Our quarterly financial results are subject to significant fluctuations that could adversely affect our stock price. Our quarterly financial results may vary significantly due to a number of factors, many of which are outside of our control. In addition, our revenue components are difficult to predict and may fluctuate significantly from period to period. Because our expenses are largely independent of our revenue in any particular period, it is difficult to accurately forecast our operating results. Our operating expenses are based, in part, on anticipated future revenue and a high percentage of our expenses are fixed in the short term. As a result, if our revenue is below expectations in any quarter, the adverse effect may be magnified by our inability to adjust spending in a timely manner to compensate for the revenue shortfall. Therefore, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be a good indication of our future performance. It is possible that in some future periods our results of operations may be below the expectations of securities analysts and investors. In that event, the price of our common stock may fall.

        Factors that could cause our revenue and operating results to vary from quarter to quarter include:

        The success of our business depends on maintaining and growing our contract revenue. Contract revenue consists of technology license fees paid for access to our developed technology and engineering service fees related to technology under development. Our ability to secure the licenses from which our contract revenues are derived depends on our customers, including semiconductor companies, digital consumer and business product manufacturers, adopting our technology and using it in the products they sell. Our contract revenue declined in fiscal 2002 and fiscal 2003 and increased by 5% in fiscal 2004. While we expect that we will continue to grant additional licenses to new licensees and develop new products to license to both new and existing licensees, we cannot predict whether we can maintain our current contract revenue levels or if contract revenue will grow. Our licensees are not obligated to license new or future generations of our products, so past contract revenue may not be indicative of the amount of such revenue in any future period. If we cannot maintain or grow our contract revenue or if our customers do not adopt our technology and obtain corresponding licenses, our results of operations will be adversely affected.

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        We depend on royalties from the sale of products incorporating our technology, and we have limited visibility as to the timing and amount of such sales. Our receipt of royalties from our licenses depends on our customers incorporating our technology into their products, their bringing these products to market, and the success of these products. In the case of our semiconductor customers, the amount of such sales is further dependent upon the sale of the products by their customers into which our customers' products are incorporated. Thus, our ability to achieve design wins and enter into licensing agreements does not assure us of future revenue. Any royalties that we are eligible to receive are based on the sales of products incorporating the semiconductors or other products of our licensees, and as a result we do not have direct access to information that will help us anticipate the timing and amount of future royalties. Factors that negatively affect our licensees and their customers could adversely affect our business. The success of our direct and indirect customers is subject to a number of factors, including:

        Because we do not control the business practices of our licensees and their customers, we have little influence on the degree to which our licensees promote our technology and do not set the prices at which products incorporating our technology are sold.

        We rely on our customers to correctly report to us the number or dollar value of products incorporating our technology that they have sold, as these sales are the basis for the royalty payments that they make to us. We have the right under our licensing agreements to perform a royalty review of the customer’s sales so that we can verify the accuracy of their reporting, and if we determine that there has been an over-reported or under-reported amount of royalty, we account for the results as they are known. By way of example, we determined in the second quarter of fiscal 2005, as a result of a review, that one of our customers had inadvertently reported a higher level of royalty than had actually occurred, and we accrued for this event as an offset against revenue in the quarter.

        If we don’t compete effectively in the market for embedded processors, our business will be adversely affected. Competition in the market for embedded processors is intense. Our products compete with those of other designers and developers of processors and cores, as well as those of semiconductor manufacturers whose product lines include processors for embedded and non-embedded applications. In addition, we may face competition from the producers of unauthorized MIPS-based clones and other technology designs. The market for embedded processors has recently faced downward pricing pressures on products. We cannot assure you that we will be able to compete successfully or that competitive pressure will not materially and adversely affect our business, results of operations and financial condition.

        In order to be successful in marketing our products to semiconductor companies, we must differentiate our processors, cores and related designs from those available or under development by the internal design groups of these companies, including some of our current and prospective licensees. Many of these internal design groups have substantial engineering and design resources and are part of larger organizations with substantial financial and marketing resources. These internal design groups may develop products that compete with ours.

        Some of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater brand recognition, larger customer bases as well as greater financial and marketing resources than we do. This may allow them to respond more quickly than we can to new or emerging technologies and changes in customer requirements. It may also allow them to devote greater resources than we can to the development and promotion of their technologies and products.

        We depend on design wins to expand our revenue base. Our ability to generate royalties is uncertain and depends in large part on whether our processors and related designs are selected by our licensees and their customers for design, which we refer to as design wins, into a broader range of both digital consumer and business products. Our ability to achieve design wins is subject to several risks and uncertainties, including:

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        Even if our technology is incorporated into new products, we cannot be certain that any such products will ultimately be brought to market, achieve commercial acceptance or generate meaningful royalties for us.

        Our ability to achieve design wins may be limited unless we are able to develop enhancements and new generations of our intellectual property. Our future success will depend, in part, on our ability to develop enhancements and new generations of our processors, cores and other intellectual property that satisfy the requirements of specific product applications and introduce these new technologies to the marketplace in a timely manner. If our development efforts are not successful or are significantly delayed, or if the characteristics of our processor, core and related designs are not compatible with the requirements of specific product applications, our ability to achieve design wins may be limited. Our failure to achieve a significant number of design wins would adversely affect our business, results of operations and financial condition.

        Technical innovations of the type critical to our success are inherently complex and involve several risks, including:

        Our failure to adequately address these risks could render our existing processor, core and related designs obsolete and adversely affect our business, results of operations and financial condition. In addition, we cannot assure you that we will have the financial and other resources necessary to develop processor, core and related designs in the future, or that any enhancements or new generations of the technology that we develop will generate revenue sufficient to cover or in excess of the costs of development.

        We depend on our key personnel to succeed. Our success depends to a significant extent on the continued contributions of our key management, technical, sales and marketing personnel, many of whom are highly skilled and difficult to replace. We cannot assure you that we will retain our key officers and employees. Competition for qualified personnel, particularly those with significant experience in the semiconductor and processor design industries, remains intense. The loss of the services of any of our key personnel or our inability to attract and retain qualified personnel in the future could make it difficult to meet key objectives, such as timely and effective project milestones and product introductions which could adversely affect our business, results of operations and financial condition. In addition, our recent restructurings may have an adverse effect on employee morale and create concern among existing employees about job security and, as a result, key employees may be more likely to seek other employment opportunities.

        Changes in effective tax rates or adverse outcomes from examination of our income tax returns could adversely affect our results. Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries with low statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or the interpretation of tax laws. In addition, we are currently under examination by the Internal Revenue Service regarding our federal income tax return for fiscal year 2002. Although no adjustment has been proposed at this time and we believe that adequate amounts have been provided for any adjustment that may ultimately result from this examination, the outcome of the examination is currently unclear. We operate in countries other than the United States and occasionally face inquiries and examinations regarding tax matters in these countries. There can be no assurance that the outcomes from our current examination or any other examinations will not have an adverse effect on our operating results and financial condition.

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        We may encounter difficulties with future acquisitions, which could harm our business. As part of our business strategy, in the future we may seek to acquire or invest in businesses or technologies that we believe can complement or expand our business, enhance our technical capabilities or that may otherwise offer growth opportunities. Any future acquisitions may require debt or equity financing, or the issuance of shares in the transaction, any of which could increase our leverage or be dilutive to our existing stockholders. We may not be able to complete acquisitions or strategic customer transactions on terms that are acceptable to us, or at all. We may incur charges related to acquisitions or investments that are completed. For instance, we recorded an in-process research and development charge in the first quarter of fiscal 2003 and the second quarter of fiscal 2002 as a result of our acquisition of certain technology. We will also face challenges integrating acquired businesses and operations and assimilating and managing the personnel of the acquired operations. Geographic distances may further complicate the difficulties of this integration. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business. Acquisitions involve a number of other risks and challenges, including:

        Any of these and other factors could harm our ability to realize the anticipated benefits of an acquisition.

        We are subject to litigation that could adversely affect our financial results. From time to time, we are subject to litigation and other legal claims incidental to our business. Please see Note 7 to the Financial Statements included in this Quarterly Report for a description of litigation in Denmark pending against our Swiss subsidiary MIPS AG. It is possible that we could suffer an unfavorable outcome in the case pending against MIPS AG or that we may suffer unfavorable outcomes from claims that are currently pending or that may arise in the future. Any such unfavorable outcome could materially adversely affect our financial condition or results of operations.

        Our intellectual property may be misappropriated and we may be unable to obtain or enforce intellectual property rights. Policing the unauthorized use of our intellectual property is difficult, and we cannot be certain that the steps we have taken will prevent the misappropriation or unauthorized use of our technologies, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. As part of our business strategy, we license our technology in multiple geographies including in countries whose laws do not provide as much protection for our intellectual property as the laws of the United States and where we may not be able to enforce our rights. In addition, we cannot be certain that we will be able to prevent other parties from designing and marketing unauthorized MIPS-Based products or that others will not independently develop or otherwise acquire the same or substantially equivalent technologies as ours. Moreover, cross licensing arrangements, in which we license certain of our patents but do not generally transfer know-how or other proprietary information, may facilitate the ability of cross-licensees, either alone or in conjunction with others, to develop competitive products and designs. We also cannot assure you that any of our patent applications to protect our intellectual property will be approved. In addition, effective trade secret protection may be unavailable or limited in certain countries. If we are unable to protect or enforce our intellectual property rights, our technology may be used without the payment of license fees and royalties, which could weaken our competitive position, reduce our operating results and increase the likelihood of costly litigation.

        We may be subject to claims of infringement. We cannot assure you that any of the patents or other intellectual property rights that we own or use will not be challenged, invalidated or circumvented by others or be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Significant litigation regarding intellectual property rights exists in our industry. As we grow our business and expand into new markets that other companies are developing in, the risk that our technology may infringe upon the intellectual property rights of others increases. We cannot be certain that third parties will not make a claim of infringement against us, our licensees, or our licensees’ customers in connection with use of our technology. Any claims, even those without merit, could be time consuming to defend, result in costly litigation and/or require us to enter into royalty or licensing agreements. These royalty or licensing agreements, if required, may not be available on acceptable terms to us or at all. A successful claim of infringement against us or one of our licensees in connection with its use of our technology could adversely affect our business.

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        We have recorded long-lived assets, and our results of operations would be adversely affected if their value becomes impaired. In both the first and second quarters of fiscal 2003 and the second quarter of fiscal 2002, we acquired certain core and developed technologies and patent and patent applications, and the purchase price of these long-lived assets is being amortized over schedules based on their useful lives. If we complete additional acquisitions in the future, our purchased intangible assets amortization charge could increase, and we may be required to record substantial amounts of goodwill. We evaluate our long-lived assets, including purchased assets, for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable from its estimated future cash flows. In the second quarter of fiscal 2003, we recorded an impairment charge of $1.2 million for purchased developed technology acquired in December 2001. We recorded additional research and development expense of $1.7 million in fiscal 2004 and $696,000 in fiscal 2003 related to the accelerated amortization and depreciation of certain computer aided design tool and software assets whose estimated useful lives were reduced because of the restructuring actions announced in the fourth quarter of fiscal 2003.

        In the future, if we determine that our long-lived assets are impaired, we will have to recognize additional charges for this impairment. We cannot be sure that we will not be required to record additional long-lived asset impairment charges in the future.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to interest rate risk on investments of our excess cash. The primary objective of our investment activities is to preserve capital. To achieve this objective and minimize the exposure due to adverse shifts in interest rates, we invest in high quality short-term maturity commercial paper, municipal bonds, and money market funds operated by reputable financial institutions in the United States. Due to the nature of our investments, we believe that we do not have a material interest rate risk exposure.

        We are exposed to fluctuations in currency exchange rates because a substantial portion of our revenue has been, and is expected to continue to be, derived from customers outside the United States. To date, substantially all of our revenue from international customers has been denominated in U.S. dollars. Because we cannot predict the amount of non-U.S. dollar denominated revenue earned by our licensees, we have not historically attempted to mitigate the effect that currency fluctuations may have on our revenue, and we do not presently intend to do so in the future.

ITEM 4.    CONTROLS AND PROCEDURES

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PART II — OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 6.    EXHIBITS

ITEMS 1, 2, 3, AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 7, 2005

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Exhibit 10.1

STOCK OPTION AGREEMENT
under the
MIPS TECHNOLOGIES, INC.
1998 LONG-TERM INCENTIVE PLAN
INTERNATIONAL

        This Stock Option Agreement (the “Option Agreement”) together with the accompanying Notice of Stock Option Grant (the “Notice”) which is incorporated herein by reference, constitutes the Award Document pursuant to which the Administrator of the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan (the “Plan”) has granted to the Optionee named in the attached Notice an option (the “Option”) to purchase the total number of shares of Common Stock as set forth in the Notice at the exercise price per share set forth in the Notice, subject to the terms and conditions of the Plan, which is incorporated herein by this reference, and the Award Document. Terms defined in the Plan but not in the Award Document shall have the meanings set forth in the Plan. In the event of any conflict between the terms and conditions of the Plan and the terms and conditions of the Award Document, the terms and conditions of the Plan (including but not limited to Section 16) shall prevail.

        1.         Nature of the Option. The Option shall be a Nonqualified Stock Option.

        2.         Exercise of Option.

                   (a)       Right to Exercise. This Option is exercisable, in whole or in part, during its term in accordance with the Vesting Schedule set out in the Notice and the applicable provisions of the Plan and this Option Agreement. In the event of certain types of leaves of absence, your vesting may be suspended for a period of time.

                   (b)      Method of Exercise. This Option shall be exercisable by written notice in the form provided by the Company and signed by the Optionee and delivered to the Company’s Stock Administration Department, or by using the electronic exercise methods approved from time to time by the Company’s Stock Administration Department. The current exercise procedures and the appropriate exercise documentation are available on the Company’s internal web site and from the Company’s Stock Administration Department. The exercise notice shall state the number of shares in respect of which the Option is being exercised (the “Exercised Shares”) and shall be accompanied by payment of the aggregate exercise price (the “Exercise Price”). The Option shall be deemed to be exercised upon receipt by the Company of such exercise notice accompanied by the Exercise Price.

                   (c)       Transfer of Shares. No shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares.

        3.         Method of Payment. Unless otherwise determined by the Committee, payment of the Exercise Price may only be made by one of the following methods, or a combination thereof, at the election of the Optionee:

                   (a)       cash; or

                   (b)       check; or

                   (c)       consideration received by the Company under a “cashless exercise” program implemented by the Company in connection with the Plan.

        The following provisions of this Section 3 apply to Optionees in the People’s Republic of China (“PRC”) not having permanent residence in a country other than the PRC (“PRC Optionees”). Due to foreign exchange regulations in the PRC, the method of payment for PRC Optionees will be limited to a cashless exercise in accordance with this Section 3(c). This means that all Option exercises by PRC Optionees will be a simultaneous purchase of shares and sale of all of those same shares on the NASDAQ. The Company’s Stock Administration Department will assist PRC Optionees in this transaction. The proceeds will be transmitted to or with the assistance of the Company’s applicable PRC subsidiary for currency exchange into Renminbi and transmittal to PRC Optionees. The amount remitted to PRC Optionees will equal the sales price, minus the Exercise Price and any taxes, brokers’ commissions and fees, to the extent applicable. In accordance with this provision, PRC Optionees will not hold shares following a payment event at the time of Exercise and as such the other provisions in this Option Agreement regarding the holding of shares by an Optionee after issuance shall not apply to PRC Optionees.

        4.         Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Common Stock subject to this Option, notwithstanding the exercise of the Option. The shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 15 of the Plan. 5. Post-Termination Exercise Period. Subject to Section 6 below, unless otherwise determined by the Committee, if Optionee ceases to serve as an Employee or Consultant (whichever was applicable at date of grant), he or she may, but only within three (3) months after the date he or she ceases to be such an Employee or Consultant, exercise this Option to the extent that he or she was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in Section 8 below). To the extent that Optionee was not entitled to exercise this Option at the date of such termination, and to the extent he or she does not exercise this Option within the time specified herein, the Option shall terminate. 6. Death or Disability of Optionee. If Optionee ceases to serve as an Employee or Consultant as a result of death or permanent disability (as defined in Section 22(e)(3) of the Code), this Option shall immediately become fully vested and exercisable. The Option shall remain exercisable for twelve (12) months following the Optionee’s death or permanent disability (but in no event later than the expiration of the term of such Option as set forth in Section 8 below). 7. Non-Transferability of Option. Unless otherwise determined by the Committee, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan, the Notice and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

        5.         Post-Termination Exercise Period. Subject to Section 6 below, unless otherwise determined by the Committee, if Optionee ceases to serve as an Employee or Consultant (whichever was applicable at date of grant), he or she may, but only within three (3) months after the date he or she ceases to be such an Employee or Consultant, exercise this Option to the extent that he or she was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in Section 8 below). To the extent that Optionee was not entitled to exercise this Option at the date of such termination, and to the extent he or she does not exercise this Option within the time specified herein, the Option shall terminate.

        6.         Death or Disability of Optionee. If Optionee ceases to serve as an Employee or Consultant as a result of death or permanent disability (as defined in Section 22(e)(3) of the Code), this Option shall immediately become fully vested and exercisable. The Option shall remain exercisable for twelve (12) months following the Optionee’s death or permanent disability (but in no event later than the expiration of the term of such Option as set forth in Section 8 below).

        7.         Non-Transferability of Option. Unless otherwise determined by the Committee, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan, the Notice and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

        8.         Term of Option. Unless earlier terminated as provided herein, this Option may be exercised only during a term of ten (10) years (five (5) years if Optionee owns, immediately before this Option is granted, stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company) from the Date of Grant of this Option, and may be exercised during such term only in accordance with the terms of the Plan, the Notice and this Option Agreement.

        9.         Tax Consequences. THERE ARE POTENTIAL TAX CONSEQUENCES ASSOCIATED WITH THE GRANT, VESTING AND EXERCISE OF THIS OPTION. THE OPTIONEE SHOULD CONSULT A TAX ADVISER UPON RECEIVING AND BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. The Company will assess its requirements regarding tax, social insurance and any other payroll tax (“tax-related items”) withholding and reporting in connection with the Option, including the grant, vesting or exercise of the Option or sale of Stock acquired pursuant to such exercise. These requirements may change from time to time as laws or interpretations change. Regardless of the Company actions in this regard, the Optionee hereby acknowledges and agrees that the ultimate liability for any and all tax-related items is and remains his or her responsibility and liability and that the Company makes no representations nor undertakings regarding treatment of any tax-related items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option and the subsequent sale of shares acquired pursuant to such exercise; and does not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability regarding tax-related items.

        In the event that the Company and/or its Subsidiary must withhold any tax-related items as a result of the grant, vesting, or exercise of the Option or the immediate sale of shares, the Optionee agrees to make arrangements satisfactory to the Company and/or its Subsidiary to withhold all applicable tax-related items legally due from the Optionee from his or her wages or other cash compensation paid him or her by the Company or its Subsidiary or from proceeds from the sale of shares, and the exercise of the Option and delivery of shares subject thereto shall be conditioned on satisfaction of such withholding obligations.

        The following provisions of this Section 9 apply in addition to Optionees in the United Kingdom. Where, in relation to this option, Company, parent or Subsidiary is liable to account to the Inland Revenue for any sum in respect of any income tax under Pay As You Earn the Optionee hereby agrees that the Company, its parent or any Subsidiary shall be entitled to withhold, in the manner indicated in the paragraph below and in Section 9 of this Option Agreement, any tax payable within 30 days after the exercise, assignment, release or cancellation of the Option (“Chargeable Event”).

        In addition to the withholding provisions set out in Section 9 of this Option Agreement, the Optionee hereby agrees that the Company, its parent or Subsidiary may withhold or collect any tax and Secondary Class 1 National Insurance Contributions: (i) by deduction from salary or any other payment payable to the Optionee at any time on or after the date of the Chargeable Event; and (ii) directly from the Optionee by payment in cleared funds. The Optionee also authorises the Company, its parent or Subsidiary to withhold the transfer of any shares unless payment is received within the requisite period.

        Joint Election Agreement For Optionees In the United Kingdom. The exercise of the Option is conditional upon and subject to a joint election between Optionee and the Company or its parent or any Subsidiary of the Company (the “Election”), being formally approved by the Inland Revenue and remaining in force thereafter, to provide for the shifting of any Secondary Class 1 National Insurance Contribution liability in connection with the exercise of the Option from the Company and/or any Subsidiary to Optionee. The exercise of the Option is further conditional upon and subject to Optionee executing the Election. By accepting the Option, to the extent allowable by applicable law, Optionee hereby consents to and agrees to satisfy any liability the Company or its parent or any Subsidiary realizes with respect to Secondary Class 1 National Insurance Contribution payments required to be paid by the Company and/or any Subsidiary in connection with the exercise of the Option. The Optionee hereby authorizes the Company or its parent or Subsidiary to collect any such Secondary Class 1 National Insurance Contributions in the manner set out in Section 9 and the paragraph above. If additional consents and/or any elections are required to accomplish the foregoing, Optionee agrees to provide them promptly upon request. If the foregoing is not allowed under applicable law the Company, its parent or Subsidiary may rescind the Option. If Optionee does not enter an Election, or the Election is revoked at any time by the Inland Revenue, the Option shall become immediately null and void without any liability to Company or its parent or any Subsidiary and may not be exercised and shall lapse with immediate effect.

        The following provisions of this Section 9 apply to Optionees in the PRC (“PRC Resident Optionees”). Where, in relation to this option, Company, parent or Subsidiary is liable to account to the relevant PRC local tax bureau for any sum in respect of any PRC individual income tax and social insurance withholding the Optionee hereby agrees that the Company, its parent or any Subsidiary shall be entitled to withhold such amounts in accordance with applicable PRC law.

        10.         Adjustments. All references to the number of shares, the exercise price per share, and other terms in this Option Agreement may be appropriately adjusted, in the discretion of the Committee, as provided in the Plan.

        11.         No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE SET FORTH IN THE NOTICE IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY, ITS PARENT OR A SUBSIDIARY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THE PLAN AND THE AWARD DOCUMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY, ITS PARENT OR A SUBSIDIARY TO TERMINATE OPTIONEE’S RELATIONSHIP AS AN EMPLOYEE OR CONSULTANT AT ANY TIME, WITH OR WITHOUT CAUSE.

        12.         Limitation on Rights. In accepting the grant, Optionee acknowledges that: (i) the Plan is discretionary in nature and may be suspended or terminated by Company at any time; (ii) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options even if options have been granted repeatedly in the past; (iii) all decisions with respect to any such future grants will be at the sole discretion of Company; (iv) Optionee’s participation in the Plan is voluntary; (v) the value of the Option is an extraordinary item of compensation which is outside the scope of Optionee’s employment contract, if any; (vi) the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) in the event Optionee’s employment is terminated involuntarily, Optionee’s right, if any, to receive Options and vest in Options under the Plan will terminate effective as of the date Optionee is terminated as an Employee regardless of any reasonable notice period mandated under local law and Optionee’s right, if any, to exercise the Options after involuntary termination of employment, will be measured by the date of Optionee’s termination as an Employee and will not be extended by any reasonable notice period mandated under local law; (viii) the Options have been granted to Optionee in Optionee’s status as an Employee of Optionee’s employer, and, in the event that Optionee’s employer is not Company, the Option grant can in no event be understood or interpreted to mean that Company is Optionee’s employer or that Optionee has an employment relationship with Company; (ix) the future value of the underlying shares is unknown and cannot be predicted with certainty; (x) if the underlying shares do not increase in value, the Options will have no value; (xi) no claim or entitlement to compensation or damages arises from termination of the Options or diminution in value of the Options or shares purchased through exercise of the Options and Optionee irrevocably releases Company and Optionee’s employer from any such claim that may arise; and (xii) the Optionee will have no entitlement to compensation or damages in consequence of the termination of his employment by the Company or any Subsidiary for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Optionee ceasing to have rights under or to be entitled to exercise the Option as a result of such termination or from the loss of diminution in value of the same and, upon grant, the Optionee will be deemed irrevocably to have waived such entitlement.

        13.         Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee’s personal data as described in this document by and among, as applicable, Optionee’s employer and Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that Company and Optionee’s employer hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Optionee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Optionee’s country. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee deposits any shares of stock acquired upon exercise of the Option. Optionee understands that Data will be held only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that Optionee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing Optionee’s local human resources representative. Optionee understands that withdrawal of consent may affect Optionee’s ability to exercise or realize benefits from the Option.

        14.         Change in Control. In the event of a Change in Control, this Option shall automatically become exercisable in full when and if, within twenty-four (24) months after a Change in Control, (i) the Optionee is involuntarily terminated as an Employee by the Company or a Subsidiary without Cause or (ii) the Optionee voluntarily resigns as an Employee of the Company or a Subsidiary for Good Reason.

        15.         No Restriction on Right of Company to Effect Corporate Changes. The Award Document shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issuance of stock or of stock options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

        16.         Venue. All disputes, controversies, claims, actions or causes of action arising out of this Award Document between the parties hereto shall be brought, heard and adjudicated by the state and federal courts of the State of California, with venue in the County of Santa Clara. Each of the parties hereto hereby consents to personal jurisdiction by the courts of the State of California in connection with any such dispute, controversy, claim, action or cause of action, and each of the parties hereto consents to service of process by any means authorized by federal law or the law of the State of California, as applicable.

        17.         Entire Agreement; Governing Law. The Plan, the Notice and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and except as provided in Section 16 of the Plan, may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This Option Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

NOTICE OF STOCK OPTION GRANT
Form for Employee New Hires and Promotions

Optionee: <<first>> <<middle>> <<last>>

The Compensation and Nominating Committee of the Board of Directors of MIPS Technologies, Inc. (the “Company”), has awarded you an option (the “Option”) effective as of the Date of Grant set forth below to purchase the number of shares of the Company’s common stock (the “Common Stock”) set forth below under the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Award Document, which is comprised of this Notice of Stock Option Grant and the attached Stock Option Agreement.

Summary of Option Terms

Vesting Schedule: Twenty-four percent (24%) of the shares subject to this Option shall vest twelve (12) months after the Vesting Commencement Date, and two percent (2%) of the shares subject to this Option shall vest on each monthly anniversary of the Vesting Commencement Date thereafter, subject to the Optionee continuing to be an employee or consultant unless otherwise provided in this Award Document.

The actual vesting dates and vesting periods for this Option are reflected below:

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to comply with the terms and conditions of the Plan and this Award Document and accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and/or this Award Document.

Please return one fully executed original of this Award Document to the Stock Administration Department, Attention: _________________. The copy is for your files.

NOTICE OF STOCK OPTION GRANT
Form for Employee Renewals

Optionee: <<first>> <<middle>> <<last>>

The Compensation Committee of the Board of Directors of MIPS Technologies, Inc. (the "Company"), has awarded you an option (the "Option") effective as of the Date of Grant set forth below to purchase the number of shares of the Company's common stock (the "Common Stock") set forth below under the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan (the "Plan"), subject to the terms and conditions of the Plan and this Award Document, which is comprised of this Notice of Stock Option Grant and the attached Stock Option Agreement.

Summary of Option Terms

Vesting Schedule: This option will vest over fifty (50) months at a rate of two percent (2%) per month beginning with the first monthly anniversary of the Vesting Commencement Date, subject to the Optionee continuing to be an employee unless otherwise provided in this Award Document.

The actual vesting dates and vesting periods for this Option are reflected below:

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to comply with the terms and conditions of the Plan and this Award Document and accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and/or this Award Document.

Please return one fully executed original of this Award Document to the Stock Administration Department, Attention: _________________. The copy is for your files.

Exhibit 31.1

FORM 10-Q CERTIFICATION

I, John E. Bourgoin, certify that:

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Exhibit 31.2

FORM 10-Q CERTIFICATION

I, Kevin C. Eichler, certify that:

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John E. Bourgoin, certify, to the best of my knowledge, that based upon a review of the Quarterly Report on Form 10-Q of MIPS Technologies, Inc. for the three months ended December 31, 2004 (the “Form 10-Q”), the Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of MIPS Technologies, Inc. for the three month period covered by the Form 10-Q.

A signed original of this written statement required by Section 906 has been provided by MIPS Technologies and will be retained by it and furnished to the Securities Exchange Commission or its staff upon request.

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Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin C. Eichler, certify, to the best of my knowledge, that based upon a review of the Quarterly Report on Form 10-Q of MIPS Technologies, Inc. for the three months ended December 31, 2004 (the”Form 10-Q”), the Form 10-Q fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of MIPS Technologies, Inc. for the three month period covered by the Form 10-Q.

A signed original of this written statement required by Section 906 has been provided by MIPS Technologies and will be retained by it and furnished to the Securities Exchange Commission or its staff upon request.

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