Mellanox Technologies, Ltd. (Form: 10-Q, Received: 05/09/2019 16:12:35)

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended: March 31, 2019
OR
o		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 001-33299

MELLANOX TECHNOLOGIES, LTD.

(Exact name of registrant as specified in its charter)



Israel (State or other jurisdiction of incorporation or organization)		98-0233400 (I.R.S. Employer Identification Number)

Beit Mellanox, Yokneam, Israel 20692

(Address of principal executive offices, including zip code)

+972-4-909-7200

(Registrant's telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x

Securities registered pursuant to Section 12(b) of the E xchange Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, nominal value NIS 0.0175 per share	MLNX	The Nasdaq Global Market

The total number of shares outstanding of the registrant's Ordinary Shares, nominal value NIS 0.0175 per share, as of May 3, 2019 , was 54,775,549 .

MELLANOX TECHNOLOGIES, LTD.



PART I		Page No.
FINANCIAL INFORMATION

ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited) — March 31, 2019 and December 31, 2018	3
	Condensed Consolidated Statements of Operations (Unaudited) — Three Months Ended March 31, 2019 and 2018	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) — Three Months Ended March 31, 2019 and 2018	5
	Condensed Consolidated Statements of Shareholders' Equity (Unaudited) — Three Months Ended March 31, 2019 and 2018	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) — Three Months Ended March 31, 2019 and 2018	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
ITEM 3 .	Quantitative and Qualitative Disclosures About Market Risk	38
ITEM 4.	Controls and Procedures	39

	PART II
	OTHER INFORMATION

ITEM 1	Legal Proceedings	40
ITEM 1A.	Risk Factors	40
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
ITEM 3 .	Defaults Upon Senior Securities	59
ITEM 4.	Mine Safety Disclosures	59
ITEM 5.	Other Information	59
ITEM 6.	Exhibits	60

PART I. FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

MELLANOX TECHNOLOGIES, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



	March 31,		December 31,
	2019		2018
	(in thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents	$	75,352	$	56,766
Short-term investments	477,211		381,724
Accounts receivable, net	171,718		150,625
Inventories	95,656		104,381
Other current assets	23,320		16,942
Total current assets	843,257		710,438
Property and equipment, net	107,509		105,334
Severance assets	5,067		17,043
Intangible assets, net	166,686		179,328
Right of use assets	65,733		—
Goodwill	473,916		473,916
Deferred taxes and other long-term assets	95,605		101,139
Total assets	$	1,757,773	$	1,587,198
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	63,349	$	70,336
Accrued liabilities	145,901		121,878
Deferred revenue	22,840		20,558
Lease liabilities, current	17,730		—
Total current liabilities	249,820		212,772
Accrued severance	6,145		21,645
Deferred revenue	19,565		18,665
Lease liabilities, long term	53,660		—
Other long-term liabilities	33,673		32,468
Total liabilities	362,863		285,550
Commitments and Contingencies - (see Note 9)
Shareholders’ equity:
Ordinary shares: NIS 0.0175 par value, 200,000 shares authorized, 54,532 and 53,918 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	236		233
Additional paid-in capital	1,023,943		982,677
Accumulated other comprehensive income (loss)	2,322		(1,051		)
Retained earnings	368,409		319,789
Total shareholders’ equity	1,394,910		1,301,648
Total liabilities and shareholders' equity	$	1,757,773	$	1,587,198

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MELLANOX TECHNOLOGIES, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



	Three Months Ended March 31,
	2019			2018
	(in thousands, except per share data)
Total revenues	$	305,217		$	251,000
Cost of revenues	108,086			88,998
Gross profit	197,131			162,002
Operating expenses:
Research and development	92,205			86,426
Sales and marketing	40,097			39,494
General and administrative	19,271			16,516
Restructuring and impairment charges	903			7,587
Total operating expenses	152,476			150,023
Income from operations	44,655			11,979
Interest expense	(14		)	(1,171		)
Other income, net	8,245			638
Interest and other, net	8,231			(533		)
Income before taxes on income	52,886			11,446
Provision for (benefit from) taxes on income	4,266			(26,397		)
Net income	$	48,620		$	37,843
Net income per share — basic	$	0.90		$	0.73
Net income per share — diluted	$	0.87		$	0.71
Shares used in computing net income per share:
Basic	54,227			51,819
Diluted	55,794			53,646

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MELLANOX TECHNOLOGIES, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three Months Ended March 31,
	2019		2018
	(in thousands)
Net income	$	48,620	$	37,843
Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on available-for-sale securities, net of tax	782		(293		)
Change in unrealized gains (losses) on derivative contracts, net of tax	2,591		(1,338		)
Other comprehensive income (loss), net of tax	3,373		(1,631		)
Total comprehensive income, net of tax	$	51,993	$	36,212

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MELLANOX TECHNOLOGIES, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)



						Accumulated
				Additional		Other					Total
	Ordinary Shares			Paid-in		Comprehensive			Retained		Shareholders'
	Shares	Amount		Capital		Income (Loss)			Earnings		Equity
	(In thousands, except share data)

Balance at December 31, 2018	53,918,208	$	233	$	982,677	$	(1,051	)	$	319,789	$	1,301,648

Net income									48,620		48,620
Unrealized gains on available-for-sale securities and derivative contracts, net of taxes						3,373					3,373
Share-based compensation				24,242							24,242
Issuances of shares through employee equity incentive plans	451,535	2		5,970							5,972
Issuance of shares through employee share purchase plan	162,573	1		11,054							11,055
Balance at March 31, 2019	54,532,316	$	236	$	1,023,943	$	2,322		$	368,409	$	1,394,910

Balance at December 31, 2017	51,487,650	$	221	$	873,979	$	1,618		$	181,630	$	1,057,448

Net income									37,843		37,843
Unrealized losses on available-for-sale securities and derivative contracts, net of taxes						(1,631		)			(1,631		)
Effect of adopting Topic 606									4,501		4,501
Share-based compensation				14,974							14,974
Issuances of shares through employee equity incentive plans	384,523	2		2,708							2,710
Issuance of shares through employee share purchase plan	288,017	1		11,347							11,348
Balance at March 31, 2018	52,160,190	$	224	$	903,008	$	(13	)	$	223,974	$	1,127,193

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MELLANOX TECHNOLOGIES, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Three Months Ended March 31,
	2019			2018
	(in thousands)
Cash flows from operating activities:
Net income	$	48,620		$	37,843
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,962			26,442
Deferred income taxes	—			(26,827		)
Share-based compensation	24,242			14,974
Gain on short-term investments, net	(2,758		)	(886		)
Gain on sale of an investment in a privately-held company	(9,128		)	—
Impairment charges	2,544			139
Changes in assets and liabilities:
Accounts receivable	(21,093		)	11,316
Inventories	7,293			(5,654		)
Prepaid expenses and other assets	(3,552		)	(1,349		)
Accounts payable	(7,407		)	3,911
Accrued liabilities and other liabilities	25,709			(4,504		)
Net cash provided by operating activities	88,432			55,405

Cash flows from investing activities:
Purchase of severance-related insurance policies	(90		)	(317		)
Purchase of short-term investments	(191,203		)	(20,899		)
Proceeds from sales and maturities of short-term investments	99,256			37,047
Proceeds from sale of an investment in a privately-held company	16,887			—
Purchase of property and equipment	(7,686		)	(7,226		)
Purchase of intangible assets	(1,678		)	(6,315		)
Purchase of investments in privately-held companies	—			(2,500		)
Net cash used in investing activities	(84,514		)	(210		)

Cash flows from financing activities:
Principal payments on term debt	—			(39,000		)
Payments on intangible asset financings	(2,303		)	(2,173		)
Proceeds from issuances of ordinary shares through employee equity incentive plans and employee share purchase plan	17,027			14,058
Net cash provided by (used in) financing activities	14,724			(27,115		)

Net increase in cash, cash equivalents, and restricted cash	18,642			28,080
Cash, cash equivalents, and restricted cash at beginning of period	64,650			70,498
Cash, cash equivalents, and restricted cash at end of period	$	83,292		$	98,578

Supplemental disclosure of non-cash investing and financing activities
Intangible assets financed with debt	$	717		$	549
Unpaid additions to property and equipment	$	2,771		$	2,254
Transfer from inventory to property and equipment	$	1,432		$	425

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Company

Mellanox Technologies, Ltd., an Israeli corporation (the "Company" or "Mellanox"), was incorporated and commenced operations in March 1999. Mellanox is a supplier of high-performance interconnect products for computing, storage and communications applications.

Pending Merger with NVIDIA Corporation

On March 10, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NVIDIA Corporation, a Delaware corporation (“NVIDIA”), NVIDIA International Holdings Inc., a Delaware corporation and wholly owned subsidiary of NVIDIA (“Parent”) and Teal Barvaz Ltd., a wholly owned subsidiary of Parent organized under the laws of the State of Israel and wholly owned subsidiary of Parent (“Merger Sub”). NVIDIA has agreed to guarantee the payment and performance obligations of Parent under the Merger Agreement. The Merger Agreement and the Merger (as defined below) have been approved by the boards of directors of the Company, NVIDIA, Parent and Merger Sub.

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”) in accordance with Sections 314-327 of the Companies Law 5759-1999 of the State of Israel, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each ordinary share, par value NIS 0.0175 per share, of the Company (a “Company Share”) issued and outstanding immediately prior to the Effective Time, other than any shares owned by the Company, Parent and their respective subsidiaries or any shares held in the Company’s treasury, will be deemed to have been transferred to the Parent in exchange for the right to receive $125.00 in cash, without interest and subject to applicable withholding taxes.

The Merger Agreement contains customary representations, warranties and covenants. The consummation of the Merger is conditioned on the receipt of the approval of the Company’s shareholders, as well as the satisfaction of other customary closing conditions, including domestic and foreign regulatory approvals and performance in all material respects by each party of its obligations under the Merger Agreement. Consummation of the Merger is not subject to a financing condition. Closing of the Merger is expected by the end of calendar year 2019.

The Merger Agreement contains certain customary termination rights by either the Company or Parent, including if the Merger is not consummated by December 10, 2019, subject to two three -month extensions in order to obtain required regulatory approvals. If the Merger Agreement is terminated under certain circumstances, including termination by the Company to enter into a superior proposal, a termination by Parent following a change of the Company’s board of directors’ recommendation or a termination by Parent as a result of a willful material breach of the Merger Agreement’s no-solicitation obligations by the Company, the Company will be obligated to pay to Parent a termination fee equal to $225 million in cash. If the Merger Agreement is terminated under certain circumstances involving the failure to obtain certain regulatory approvals, Parent will be obligated to pay the Company a termination fee equal to $350 million in cash.

The Company recorded transaction-related costs of $4.4 million , principally for investment banking and legal fees associated with the pending acquisition, during the three months ended March 31, 2019 . These costs are recorded in general and administrative expenses included in the condensed consolidated statement of operations for the three months ended March 31, 2019. Additional transaction-related costs are expected to be incurred through the closing of the Merger.

Principles of presentation

The unaudited condensed consolidated financial statements include the Company's accounts as well as those of its wholly owned subsidiaries after the elimination of all intercompany balances and transactions.

The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end balance sheet data were derived from audited consolidated financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States ("GAAP"). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , filed with the SEC on February 21, 2019 . The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2019 or thereafter.

Risks and uncertainties

The Company is subject to all of the risks inherent in a company which operates in the dynamic and competitive semiconductor industry. Significant changes in any of the following areas could have a material adverse impact on the Company's financial position and results of operations: unpredictable volume or timing of customer orders; ordered product mix; the sales outlook and purchasing patterns of the Company's customers based on consumer demands and general economic conditions; loss of one or more of the Company's customers; decreases in the average selling prices of products or increases in the average cost of finished goods; the availability, pricing and timeliness of delivery of components used in the Company's products; reliance on a limited number of subcontractors to manufacture, assemble, package and production test the Company's products; the Company's ability to successfully develop, introduce and sell new or enhanced products in a timely manner; product obsolescence and the Company's ability to manage product transitions; the timing of announcements or introductions of new products by the Company's competitors; and the Company's ability to successfully integrate acquired businesses.

Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, allowances for price adjustments, investment valuation, warranty reserves, inventory reserves, share-based compensation expense, long-term asset valuations, useful lives of property, equipment, and intangibles, accounting for business combinations, goodwill and purchased intangible asset valuation, investments in privately-held companies, accounting and fair value of financial instruments and derivatives, deferred income tax asset valuation, uncertain tax positions, and litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results that the Company experiences may differ materially and adversely from the Company's original estimates. To the extent there are material differences between the estimates and actual results, the Company's future results of operations will be affected.

Significant accounting policies

Other than our new accounting policy related to the new lease standard (see Note 14, "Leases"), there have been no changes in the Company’s significant accounting policies that were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 , filed with the SEC on February 21, 2019 .

Restricted cash

The Company maintains certain cash amounts that are restricted as to withdrawal or use over the long-term. The cash is securing bank guarantees primarily issued against long-term tenancy agreements. The long-term restricted cash balance of $7.9 million and $8.0 million was reported in other long-term assets on the balance sheet as of March 31, 2019 and 2018 , respectively, and was included in the ending balance of cash, cash equivalents and restricted cash in the statement of cash flows for the three months ended March 31, 2019 and 2018 , respectively. The following table provides a reconciliation of the cash and cash equivalents balances reported on the balance sheets and the cash, cash equivalents and restricted cash balances reported in the statements of cash flows:

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



	March 31,
	2019		2018
	(In thousands)
Cash and cash equivalents, as reported on the balance sheets	$	75,352	$	90,578
Restricted cash in other long-term assets, as reported on the balance sheets	7,940		8,000
Cash, cash equivalents, and restricted cash, as reported in the statements of cash flows	$	83,292	$	98,578

Concentration of credit risk

The following table summarizes the revenues from customers (including original equipment manufacturers) in excess of 10% of the total revenues:



	Three Months Ended March 31,
	2019		2018
Dell Technologies Inc. ("Dell")	15	%	10	%
Hewlett Packard Enterprise ("HPE")	*		17	%
____________________
* Less than 10%

The following table summarizes accounts receivable balances in excess of 10% of total accounts receivable as of March 31, 2019 and December 31, 2018 .



	March 31, 2019		December 31, 2018
Dell	11	%	*
____________________
* Less than 10%

Product warranty

The following table provides changes in the product warranty accrual for the three months ended March 31, 2019 and 2018 :



	Three Months Ended March 31,
	2019			2018
	(in thousands)
Balance, beginning of the period	$	1,376		$	889
New warranties issued during the period	844			349
Reversal of warranty reserves	(5		)	—
Settlements during the period	(691		)	(301		)
Balance, end of the period	1,524			937
Less: long-term portion of product warranty liability	(318		)	(172		)
Current portion, end of the period	$	1,206		$	765

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Net income per share

The following table sets forth the computation of basic and diluted net income per share for the three months ended March 31, 2019 and 2018 :



	Three Months Ended March 31,
	2019		2018
	(in thousands, except per share data)
Net income	$	48,620	$	37,843
Basic and diluted shares:
Weighted average ordinary shares outstanding	54,227		51,819
Effect of dilutive shares	1,567		1,827
Shares used to compute diluted net income per share	55,794		53,646
Net income per share — basic	$	0.90	$	0.73
Net income per share — diluted	$	0.87	$	0.71

The Company excluded 0.1 million and 0.2 million potentially dilutive share options and restricted share units ("RSUs") from the computation of diluted net income per share for the three months ended March 31, 2019 and 2018 , respectively, because including them would have had an anti-dilutive effect.

Adoption of new accounting principles

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory.

The standard became effective for the Company on January 1, 2019. The Company elected the available practical expedients and implemented internal controls to enable the preparation of financial information on adoption. The adoption of the standard had a material impact on the Company's condensed consolidated balance sheets due to the recognition of the right-of-use ("ROU") assets and lease liabilities related to the Company's operating leases. In addition, a material portion of the Company's leases are denominated in currencies other than the U.S. Dollar, mainly in New Israeli Shekels ("NIS"). As a result, the associated lease liabilities were remeasured using the current exchange rate, which resulted in non-operating foreign exchange losses. The standard did not have a material impact on the Company's results of operations or cash flows. See Note 14, "Leases" for details about the impact from adopting the new lease standard and other required disclosures.

Recent accounting pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that are service contracts. This standard becomes effective for the Company beginning January 1, 2020. The Company is currently assessing the effect that this ASU will have on its condensed consolidated financial statements and related disclosures.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 2—REVENUE

Revenues by geographic region for the three months ended March 31, 2019 and 2018 were as follows:



	Three Months Ended March 31,
	2019		2018
	(in thousands)
United States	$	110,294	$	96,260
China	78,140		56,213
Europe	47,246		35,996
Other Americas	25,729		27,740
Other Asia	43,808		34,791
Total revenues	$	305,217	$	251,000

The following tables represent our total revenues for the three months ended March 31, 2019 and 2018 by product type and interconnect protocol:



	Three Months Ended March 31,
	2019		2018
	(in thousands)
ICs	$	60,623	$	28,587
Boards	108,430		118,051
Switch systems	82,058		55,647
Cables, accessories and other	54,106		48,715
Total revenues	$	305,217	$	251,000



	Three Months Ended March 31,
	2019		2018
	(in thousands)
InfiniBand:
HDR	$	23,193	$	—
EDR	59,643		55,946
FDR	40,598		41,748
QDR/DDR/SDR	14,704		5,444
Total	138,138		103,138
Ethernet	160,893		136,948
Other	6,186		10,914
Total revenues	$	305,217	$	251,000

Contract balances

The Company recognizes contract liabilities, or deferred revenues, when it receives advance payments from customers before performance obligations primarily related to extended warranty and post-contract customer support have been performed. Advance payments are received at the beginning of the service period and the related deferred revenues are reclassified to revenue ratably over the service period. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The Company expects to recognize the long-term portion of deferred revenue over the remaining service period of up to five years.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table presents the significant changes in the deferred revenue balance during the three months ended March 31, 2019 :



	(in thousands)
Balance, beginning of the period	$	39,223
New deferred revenue	11,155
Reclassification to revenues during the year (1)	(7,973		)
Balance, end of the period	42,405
Less: long-term portion of deferred revenue	19,565
Current portion, end of the period	$	22,840

(1) Of the total reclassification from deferred revenue to revenues, $6.2 million was related to the beginning balance, and $1.8 million was related to the new deferred revenue during the period.

Unsatisfied performance obligations, other than extended warranty and post-contract customer support, primarily represent contracts with future delivery dates. As of March 31, 2019, the Company had $69.5 million of unbilled transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied related to contracts with an original duration over one year. The Company expects to invoice and recognize the revenue as it satisfies each performance obligation during a period of three years. The foregoing excludes the value of the remaining unsatisfied performance obligations related to contracts that have original durations of one year or less.

The Company recognizes assets for the material incremental costs of obtaining contracts with customers if it expects the benefit of those costs to be longer than one year. The Company allocates these assets proportionally to the performance obligations in the contracts and amortizes them as the performance obligations are satisfied. During the three months ended March 31, 2019 , the Company recognized $11.3 million of assets related to costs to obtain contracts, and amortized $3.5 million of these assets during the same period. The unamortized balance of the assets was $7.8 million as of March 31, 2019 .

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 3—BALANCE SHEET COMPONENTS:



	March 31, 2019			December 31, 2018
	(in thousands)
Accounts receivable, net:
Accounts receivable, gross	$	179,218		$	156,525
Less: unearned distribution price adjustments allowance	(7,000		)	(5,400		)
Less: allowance for doubtful accounts	(500		)	(500		)
	$	171,718		$	150,625
Inventories:
Raw materials	$	18,442		$	19,391
Work-in-process	35,305			39,425
Finished goods	41,909			45,565
	$	95,656		$	104,381
Property and equipment, net:
Computer, equipment, and software	$	187,033		$	180,125
Furniture and fixtures	1,876			2,140
Leasehold improvements	47,169			46,179
	236,078			228,444
Less: Accumulated depreciation and amortization	(128,569		)	(123,110		)
	$	107,509		$	105,334
Deferred taxes and other long-term assets:
Equity investments in privately-held companies	$	30,807		$	40,300
Deferred taxes	50,660			50,660
Long-term restricted cash	7,940			7,884
Other assets	6,198			2,295
	$	95,605		$	101,139
Accrued liabilities:
Payroll and related expenses	$	87,346		$	76,788
Accrued expenses	37,446			28,821
Intangible asset financings	4,171			4,488
Derivative contracts payable	318			2,536
Product warranty liability	1,206			1,090
Other	15,414			8,155
	$	145,901		$	121,878
Other long-term liabilities:
Income tax payable	$	31,116		$	25,600
Deferred rent	—			2,532
Other	2,557			4,336
	$	33,673		$	32,468

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 4—FAIR VALUE MEASUREMENTS:

Fair value hierarchy:

The Company measures its cash equivalents and marketable securities at fair value. The Company’s cash equivalents are classified within Level 1. Cash equivalents are valued primarily using quoted market prices utilizing market observable inputs. The Company's investments in debt securities and certificates of deposits are classified within Level 2 as the market inputs to value these instruments consist of market yields, reported trades and broker/dealer quotes. In addition, foreign currency contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Level 3 valuation inputs include the Company's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument's valuation. As of March 31, 2019 and December 31, 2018 , the Company did not have any assets or liabilities valued based on Level 3 valuations.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The following table represents the fair value hierarchy of the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 :



	Level 1		Level 2		Total
	(in thousands)
Money market funds	$	2,842	$	—	$	2,842
Certificates of deposit	—		123,972		123,972
U.S. Government and agency securities	—		70,683		70,683
Commercial paper	—		71,234		71,234
Corporate bonds	—		159,983		159,983
Municipal bonds	—		18,403		18,403
Foreign government bonds	—		32,936		32,936
	2,842		477,211		480,053
Long-term restricted cash	—		7,940		7,940
Derivative contracts	—		796		796
Total financial assets	$	2,842	$	485,947	$	488,789
Derivative contracts	—		318		318
Total financial liabilities	$	—	$	318	$	318

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table represents the fair value hierarchy of the Company's financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 :



	Level 1		Level 2		Total
	(in thousands)
Money market funds	$	1,265	$	—	$	1,265
Certificates of deposit	—		95,038		95,038
U.S. Government and agency securities	—		50,670		50,670
Commercial paper	—		57,443		57,443
Corporate bonds	—		128,765		128,765
Municipal bonds	—		17,506		17,506
Foreign government bonds	—		32,302		32,302
	1,265		381,724		382,989
Long-term restricted cash	—		7,884		7,884
Derivative contracts	—		96		96
Total financial assets	$	1,265	$	389,704	$	390,969
Derivative contracts	—		2,536		2,536
Total financial liabilities	$	—	$	2,536	$	2,536

There were no transfers between Level 1 and Level 2 securities during the three months ended March 31, 2019 and 2018 .

NOTE 5—INVESTMENTS:

Cash, cash equivalents and short-term investments:

The short-term investments are classified as available-for-sale securities. The cash, cash equivalents and short-term investments at March 31, 2019 and December 31, 2018 were as follows:



	March 31, 2019
	Amortized Cost			Unrealized Gains		Unrealized Losses			Estimated Fair Value
	(in thousands)
Cash and cash equivalents	$	72,510		$	—	$	—		$	72,510
Money market funds	2,842			—		—			2,842
Certificates of deposit	123,971			18		(17		)	123,972
U.S. Government and agency securities	70,562			142		(21		)	70,683
Commercial paper	71,280			11		(57		)	71,234
Corporate bonds	159,727			350		(94		)	159,983
Municipal bonds	18,390			21		(8		)	18,403
Foreign government bonds	32,875			64		(3		)	32,936
Total	552,157			606		(200		)	552,563
Less amounts classified as cash and cash equivalents	(75,352		)	—		—			(75,352		)
Short-term investments	$	476,805		$	606	$	(200	)	$	477,211

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)



	December 31, 2018
	Amortized Cost			Unrealized Gains		Unrealized Losses			Estimated Fair Value
	(in thousands)
Cash and cash equivalents	$	55,501		$	—	$	—		$	55,501
Money market funds	1,265			—		—			1,265
Certificates of deposit	95,080			1		(43		)	95,038
U.S. Government and agency securities	50,643			64		(37		)	50,670
Commercial paper	57,529			—		(86		)	57,443
Corporate bonds	129,042			27		(304		)	128,765
Municipal bonds	17,512			2		(8		)	17,506
Foreign government bonds	32,294			26		(18		)	32,302
Total	438,866			120		(496		)	438,490
Less amounts classified as cash and cash equivalents	(56,766		)	—		—			(56,766		)
Short-term investments	$	382,100		$	120	$	(496	)	$	381,724

Interest income and gains on short-term investments, net were $3.0 million and 1.0 million for the three months ended March 31, 2019 and 2018 , respectively. At March 31, 2019 , gross unrealized losses on investments that were in a gross unrealized loss position for greater than 12 months were $0.2 million . These investments were not deemed to be other-than-temporarily impaired and the gross unrealized losses were recorded in other comprehensive income (loss) ("OCI").

The contractual maturities of short-term investments at March 31, 2019 and December 31, 2018 were as follows:



	March 31, 2019				December 31, 2018
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in thousands)
Due in less than one year	$	332,122	$	332,157	$	281,303	$	280,959
Due in one to three years	144,683		145,054		100,797		100,765
	$	476,805	$	477,211	$	382,100	$	381,724

Equity investments in privately-held companies:

As of March 31, 2019 and December 31, 2018 , the Company held a total of $30.8 million and $40.3 million , respectively, in equity investments in privately-held companies. During the three months ended March 31, 2019 , one of the investees of the Company's equity investments in privately-held companies was acquired. As a result, the Company recorded a gain on sale of $9.1 million in the first quarter of 2019 . In addition, $3.2 million of the consideration owed to the Company was held back in an escrow account as of March 31, 2019 . The final amount released from escrow, if any, will be recognized as an additional gain on sale when released. While performing its review for impairment for the first quarter of 2019 , the Company noted an observable price change related to one of its investments in a privately-held company. As a result, the Company recorded an impairment charge of $1.8 million in the first quarter of 2019 . The gain on sale and the impairment charge were reported in other income, net on the condensed consolidated statement of operations.

NOTE 6—GOODWILL AND INTANGIBLE ASSETS:

There has been no change in the carrying amount of goodwill of $473.9 million during the three months ended March 31, 2019 .

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The carrying amounts of intangible assets as of March 31, 2019 were as follows:



	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life
	(in thousands)							(in years)
Licensed technology	$	51,941	$	(33,547	)	$	18,394	1-8
Developed technology	285,443		(174,114		)	111,329		4-7
Customer relationships	69,776		(32,813		)	36,963		4-9
Trade names	5,600		(5,600		)	—		3
Total intangible assets	$	412,760	$	(246,074	)	$	166,686

The carrying amounts of intangible assets as of December 31, 2018 were as follows:



	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Useful Life
	(in thousands)							(in years)
Licensed technology	$	49,546	$	(30,062	)	$	19,484	1-8
Developed technology	285,443		(164,406		)	121,037		4-7
Customer relationships	69,776		(31,246		)	38,530		4-9
Trade names	5,600		(5,323		)	277		3
Total intangible assets	$	410,365	$	(231,037	)	$	179,328

Amortization expense of intangible assets totaled approximately $15.0 million and $16.3 million for the three months ended March 31, 2019 and 2018 , respectively.

The estimated future amortization expense from amortizable intangible assets is as follows:



	(in thousands)
2019 (remainder of the year)	$	47,339
2020	51,784
2021	39,343
2022	11,982
2023	8,115
Thereafter	8,123
Total	$	166,686

NOTE 7—DERIVATIVES AND HEDGING ACTIVITIES:

The Company enters into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks, mainly the exposure to changes in the exchange rate of the NIS against the U.S. dollar that are associated with forecasted cash flows and existing assets and liabilities. The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Fair Value of Derivative Contracts

The fair value of derivative contracts in the unaudited condensed consolidated balance sheets at March 31, 2019 and December 31, 2018 were as follows:



		Other current assets		Accrued liabilities		Other current assets		Accrued liabilities
		March 31, 2019				December 31, 2018
		(in thousands)
Derivatives designated as hedging instruments
	Currency forward and option contracts	$	796	$	300	$	27	$	2,122
Derivatives not designated as hedging instruments
	Currency forward and option contracts	$	—	$	18	$	69	$	414
Total derivatives		$	796	$	318	$	96	$	2,536

The gross notional amounts of derivative contracts were NIS denominated. The notional amounts of outstanding derivative contracts in U.S. dollars at March 31, 2019 and December 31, 2018 were as follows:



	March 31, 2019		December 31, 2018
	(in thousands)
Derivatives designated as hedging instruments
Currency forward and option contracts	$	74,257	$	92,956
Derivatives not designated as hedging instruments
Currency forward and option contracts	$	45,389	$	57,844

Effect of Derivatives Designated as Hedging Instruments on Accumulated Other Comprehensive Income

The following table represents the unrealized gains (losses) of derivatives designated as hedging instruments, net of tax effects, that were recorded in accumulated other comprehensive income as of March 31, 2019 and December 31, 2018 and their effect on OCI for the three months ended March 31, 2019 :



	(in thousands)
December 31, 2018	$	(1,978	)
Amount of gain recognized in OCI (effective portion)	2,553
Amount of loss reclassified from OCI to income (effective portion)	38
March 31, 2019	$	613

Effect of Derivative Contracts on the Unaudited Condensed Consolidated Statement of Operations

The effect of derivative contracts on the unaudited condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 was as follows:



	Derivatives designated as hedging instruments					Derivatives not designated as hedging instruments
	Three Months Ended March 31,					Three Months Ended March 31,
	2019			2018		2019		2018
	(in thousands)
Operating income (loss)	$	(38	)	$	535	$	—	$	—
Other income, net	$	—		$	—	$	1,563	$	(890	)

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 8—EMPLOYEE BENEFIT PLANS:

Under Israeli law, the Company is required to make severance payments to certain of its retired or dismissed Israeli employees. For employees hired prior to January 1, 2007 ("Group One"), the severance pay liability is calculated based on the last monthly salary of each employee multiplied by the number of years of such employee's employment and is presented in the Company's balance sheet in long-term liabilities, as if it was payable at each balance sheet date on an undiscounted basis. This liability is partially funded by the purchase of insurance policies or pension funds in the name of the employees. The surrender value of the insurance policies or pension funds is presented in long-term assets.

The severance pay detail is as follows:



	March 31, 2019		December 31, 2018
	(in thousands)
Accrued severance liabilities	$	6,145	$	21,645
Severance assets	5,067		17,043
Unfunded portion	$	1,078	$	4,602

For other Israeli employees ("Group Two"), the Company's contributions for severance pay replace its severance obligation. When the Company makes the monthly contribution equal to 8.3% of the employee's monthly salary to an insurance policy or pension fund, no additional calculations shall be conducted between the parties regarding the matter of severance pay and no additional payments will be made by the Company to the employee. Further, the related obligation and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released from the obligation to employees once the deposit amounts have been paid.

During the first quarter of 2019, a significant portion of the employees in Group One elected to move to Group Two under settlement agreements with the Company. Under Israeli law, and according to the settlement agreements, the Company is obligated to settle these employees' net severance liabilities that had been accumulated for them up to June 30, 2018. The Company reclassed the accumulated amount of severance assets and accrued severance liabilities as of June 30, 2018 related to these employees to accrued liabilities as of March 31, 2019. The Company paid the net severance liabilities in April 2019.

NOTE 9—COMMITMENTS AND CONTINGENCIES:

Commitments

Leases

See Note 14 "Leases" for lease-related commitments as of March 31, 2019 .

Purchase commitments

At March 31, 2019 , the Company had the following non-cancelable purchase commitments:



	(in thousands)
2019 (remainder of the year)	$	167,626
2020	8,817
2021	1,093
2022	327
Total	$	177,863

Other Commitments

Unrecognized tax benefits

Due to the inherent uncertainty with respect to the timing of future cash outflows associated with the Company's unrecognized tax benefits, it is unable to reliably estimate the timing of cash settlement with the respective taxing authorities.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

As of March 31, 2019 , the Company's unrecognized tax benefits totaled $52.7 million , out of which an amount of $31.8 million would reduce the Company's income tax expense and effective tax rate, if recognized.

Contingencies

Legal proceedings

The Company is involved in a variety of claims, suits, investigations and proceedings that arise from time to time in the ordinary course of its business, including actions with respect to contracts, intellectual property, taxation, employment, benefits, securities, personal injuries and other matters. The results of these proceedings in the ordinary course of business are not expected to have a material adverse effect on the Company’s condensed consolidated financial position or results of operations.

The Company records a liability when it believes that it is both probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both the probability and the estimated amount of a loss or potential loss. The Company may be unable to estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if proceedings are in the early stages; (iii) if there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) if there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) if there are significant factual issues to be determined or resolved; (vi) if the proceedings involve a large number of parties; (vii) if relevant law is unsettled or novel or untested legal theories are presented; or (viii) if the proceedings are taking place in jurisdictions where the laws are complex or unclear. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any.

NOTE 10—SHARE INCENTIVE PLANS

Share option plans

On July 25, 2018, the Company's shareholders approved the Mellanox Technologies, Ltd. Third Amended and Restated Global Share Incentive Plan (2006) (the “Third Restated Plan”), which constitutes an amendment and restatement of the Mellanox Technologies, Ltd. Second Amended and Restated Global Share Incentive Plan (2006) (the “Second Restated Plan”). The Third Restated Plan increased the ordinary shares reserved for issuance under the Second Restated Plan by 2,077,000 shares to 4,467,000 shares plus any shares subject to issued and outstanding awards under certain of the Company’s prior equity plans that expire, are cancelled or otherwise terminated after March 14, 2016, the effective date of the first amendment and restatement of the Global Share Incentive Plan (2006). The Third Restated Plan also implements certain additional amendments, including specifically providing for the grant of performance share units.

Share option activity

Share option activity under the Company's equity incentive plans in the three months ended March 31, 2019 is set forth below:



	Options Outstanding
	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2018	494,503		$	50.73
Options exercised	(174,616	)	$	34.20
Options canceled	(920	)	$	101.37
Outstanding at March 31, 2019	318,967		$	59.63

The total pretax intrinsic value of options exercised in the three months ended March 31, 2019 and 2018 was $12.0 million and $5.0 million , respectively. This intrinsic value represents the difference between the fair market value of the Company's ordinary shares on the date of exercise and the exercise price of each option. Based on the closing price of the

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Company's ordinary shares of $118.36 on March 29, 2019, the last trading day of the quarter ended March 31, 2019 , the total pretax intrinsic value of options outstanding at March 31, 2019 was $18.7 million . The total pretax intrinsic value of options outstanding at December 31, 2018 was $21.8 million .

There were 318,238 and 493,462 options exercisable at March 31, 2019 and December 31, 2018 , respectively. The total pretax intrinsic value of exercisable options at March 31, 2019 was $18.7 million . The total pretax intrinsic value of exercisable options at December 31, 2018 was $21.7 million .

Restricted share unit activity

RSU activity under the Company's equity incentive plans in the three months ended March 31, 2019 is set forth below:



	Restricted Share Units Outstanding
	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested restricted share units at December 31, 2018	3,294,163		$	65.05
Restricted share units granted	1,016,833		$	100.59
Restricted share units vested	(276,919	)	$	51.23
Restricted share units canceled	(78,942	)	$	66.15
Non-vested restricted share units at March 31, 2019	3,955,135		$	75.14

The weighted average fair value of RSUs granted in the three months ended March 31, 2019 and 2018 was $100.59 and $65.62 , respectively.

The total intrinsic value of all outstanding RSUs as of March 31, 2019 and December 31, 2018 was $468.1 million and $304.3 million , respectively.

The non-vested restricted share units at March 31, 2019 included 36,000 performance share units. The PSUs will vest and be earned based on the Company’s achievement of relative total shareholder return and average non-GAAP net operating margin over a three-year performance period commencing on January 1, 2018 and ending on December 31, 2020, subject to the continued service to the Company through the end of the performance period. The number of shares that will actually vest ranges from zero to 175% of the target.

Employee Stock Purchase Plan activity

There were 162,573 and 288,017 shares purchased under the ESPP for the three months ended March 31, 2019 and 2018 at an average price per share of $68.00 and $39.40 , respectively.

Shares reserved for future issuance

The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of March 31, 2019 :



	Number of Shares
Share options outstanding	318,967
Restricted share units outstanding	3,955,135
Shares authorized for future issuance	693,480
ESPP shares available for future issuance	2,772,773
Total shares reserved for future issuance as of March 31, 2019	7,740,355

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

Share-based compensation

The Company accounts for share-based compensation expense based on the estimated fair value of the share equity awards as of the grant dates.

The following weighted average assumptions were used to value ESPP shares issued pursuant to the Company's share incentive plans for the three months ended March 31, 2019 and 2018 :



	Three Months Ended March 31,
	2019		2018
Dividend yield	—	%	—	%
Expected volatility	42.6	%	37.2	%
Risk free interest rate	2.44	%	1.20	%
Expected life, years	0.5		0.5

The following table summarizes the distribution of total share-based compensation expense in the unaudited condensed consolidated statements of operations:



	Three Months Ended March 31,
	2019		2018
	(in thousands)
Cost of goods sold	$	684	$	411
Research and development	13,241		8,174
Sales and marketing	5,652		3,599
General and administrative	4,665		2,790
Total share-based compensation expense	$	24,242	$	14,974

At March 31, 2019 , there was $268.3 million of total unrecognized share-based compensation costs related to non-vested share-based compensation arrangements. The costs are expected to be recognized over a weighted average period of approximately 3.23 years .

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 11—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):

The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended March 31, 2019 and 2018 :



	Unrealized Gains (Losses) on Available-for-Sale Securities			Unrealized Gains (Losses) on Derivatives Designated as Hedging Instruments			Total
	(in thousands)
Balance at December 31, 2018	$	927		$	(1,978	)	$	(1,051	)
Other comprehensive income/(loss) before reclassifications, net of taxes	775			2,553			3,328
Realized (gains)/losses reclassified from accumulated other comprehensive income	7			38			45
Net current-period other comprehensive income/(loss), net of taxes	782			2,591			3,373
Balance at March 31, 2019	$	1,709		$	613		$	2,322

Balance at December 31, 2017	$	693		$	925		$	1,618
Other comprehensive income/(loss) before reclassifications, net of taxes	(293		)	(803		)	(1,096		)
Realized (gains)/losses reclassified from accumulated other comprehensive income	—			(535		)	(535		)
Net current-period other comprehensive income/(loss), net of taxes	(293		)	(1,338		)	(1,631		)
Balance at March 31, 2018	$	400		$	(413	)	$	(13	)

The following table provides details about reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2019 and 2018 :



	Realized (Gains)/Losses Reclassified from Accumulated Other Comprehensive Income (Loss)					Affected Line Item in the Statement of Operations
	Three Months Ended March 31,
	2019		2018
	(in thousands)
Realized (gains)/losses on derivatives designated as hedging instruments	$	38	$	(535	)	Cost of revenues and Operating expenses:
	2		(26		)	Cost of revenues
	4		(64		)	General and administrative
	3		(47		)	Sales and marketing
	29		(398		)	Research and development
Realized (gains)/losses on available-for-sale securities	7		—			Other income, net
Total reclassifications for the period	$	45	$	(535	)	Total

NOTE 12—INCOME TAXES:

As of March 31, 2019 and December 31, 2018 , the Company had gross unrecognized tax benefits of $52.7 million and $46.5 million , respectively. It is the Company’s policy to classify accrued interest and penalties as part of the unrecognized tax benefits and record the expense in the provision for income taxes. The amount of accrued interest and penalties related to unrecognized tax benefits totaled $ 2.5 million at March 31, 2019 and $2.6 million at December 31, 2018 .

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

As of March 31, 2019 , the 2014 through 2018 tax years are open and may be subject to potential examinations in the United States. The Company has NOLs in the United States from prior tax periods beginning in 2003 which may be subject to examination upon utilization in future tax periods. As of March 31, 2019 , the 2014 through 2018 tax years are open and may be subject to potential examinations in Denmark and Israel. As of March 31, 2019 , the income tax returns of the Company and one of its subsidiaries in Israel are under examination by the Israeli Income Tax Authorities for certain years from 2014 to 2017 .

The Company's operations in Israel were granted "Approved Enterprise" status by the Investment Center in the Israeli Ministry of Economy and Industry and "Beneficiary Enterprise" status from the Israeli Income Tax Authority, which makes the Company eligible for tax benefits under the Israeli Law for Encouragement of Capital Investments, 1959 (the "Encouragement Law"). Under the terms of the Beneficiary Enterprise program, income that is attributable to the Company's operations in Yokneam, Israel, is exempt from income tax commencing fiscal year 2011 through 2021 . Income that is attributable to the Company's operations in Tel Aviv, Israel is subject to a reduced income tax rate (generally between 10.0% and the current corporate tax rate, depending on the percentage of foreign investment in the Company) commencing fiscal year 2013 through 2021 . The tax holiday has resulted in a cash tax savings of $8.5 million for the three months ended March 31, 2019 , increasing diluted earnings per share by approximately $0.16 in the three months ended March 31, 2019 .

On June 14, 2017, the Israeli government legislated new regulations regarding the "Preferred Technological Enterprise" regime, under which a company that complies with the terms may be entitled to certain tax benefits. The Company expects that its operation in Israel will comply with the terms of the Preferred Technological Enterprise regime. Therefore, the Company may utilize the tax benefits under this regime after the end of the benefit period of its Approved and Beneficiary Enterprise statuses (i.e., from fiscal year 2022 onwards). Under the new legislation, the majority of the Company’s income from its operations in Yokneam, Israel, will be subject to a corporate rate of 7.5% , while the majority of the income from its operations in Tel-Aviv, Israel, will be subject to a corporate rate of 12.0% .

The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, tax regulations and tax holiday benefits in Israel, and the effectiveness of the Company’s tax planning strategies. The Company’s effective tax rates were 8.1% and (230.6)% for the three months ended March 31, 2019 and 2018 , respectively. The difference between the Company’s effective tax rate and the 21.0% federal statutory rate for the three months ended March 31, 2019 resulted primarily from the excess benefits related to share-based compensation, the tax holiday in Israel and foreign earnings taxed at rates lower than the federal statutory rates, partially offset by the accrual of unrecognized tax benefits, interest and penalties associated with unrecognized tax positions and non-tax-deductible expenses such as share-based compensation.

The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous, and the Company is required to make many subjective assumptions and judgments regarding its income tax exposures. In addition, interpretations of and guidance surrounding income tax laws and regulations are subject to change over time. Any changes in the Company’s subjective assumptions and judgments could materially affect amounts recognized in its condensed consolidated balance sheets and statements of operations.

At March 31, 2019 , the Company maintained a valuation allowance against deferred tax assets of certain subsidiaries. The Company assesses its ability to recover its deferred tax assets on an ongoing basis. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considers available positive and negative evidence including its recent cumulative losses, its ability to carry-back losses against prior taxable income and its projected financial results. The Company also considers, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. A valuation allowance may be recorded in the event it is deemed to be more-likely-than-not that the deferred tax asset cannot be realized. Previously established valuation allowances may also be released in the event it is deemed to be more-likely-than-not that the deferred tax asset can be realized. Any release of valuation allowance will be recorded as a tax benefit which will positively impact the Company’s operating results. Management has determined on the basis of the quarterly assessment performed at March 31, 2019 , that these deferred tax assets are not more-likely-than-not to be realized.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 13—OTHER INCOME, NET:

Other income, net is summarized in the following table:



	Three Months Ended March 31,
	2019			2018
	(in thousands)
Interest income and gains on short-term investments, net	$	3,003		$	967
Foreign exchange loss, net	(2,249		)	(182		)
Gain on sale of investment in a privately-held company	9,128			—
Impairment of investment in a privately-held company	(1,755		)	—
Other	118			(147		)
Other income, net	$	8,245		$	638

NOTE 14—LEASES:

On January 1, 2019 , the Company adopted Topic 842 and elected the available practical expedient to recognize the cumulative effect of initially adopting Topic 842 as an adjustment to the opening balance sheet of the period of adoption (i.e., January 1, 2019 ). The Company also elected the other available practical expedients, and will not separate lease components from non-lease components, and will not reassess whether contracts are or contain leases, lease classification, or initial direct costs for existing leases as of January 1, 2019 . Only the minimum lease payments in accordance with Topic 840 were included in the calculation of the ROU and liability for existing leases as of January 1, 2019 . The condensed consolidated balance sheets and results from operations for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under Topic 840.

The Company's leases include office buildings for its facilities worldwide and car leases in Israel, which are all classified as operating leases. Certain lease agreements include rental payments that are adjusted periodically for the consumer price index ("CPI"). The ROU and lease liability were calculated using the initial CPI and will not be subsequently adjusted. Certain leases include renewal options that are under the Company's sole discretion. The renewal options were included in the ROU and liability calculation if it was reasonably assured that the Company will exercise the option.

The cumulative effect of the changes made to the condensed consolidated balance sheet as of January 1, 2019 for the adoption of Topic 842 were as follows:



	December 31, 2018		Adjustments			January 1, 2019
	(in thousands)
Right-of-use assets	$	—	$	69,102		$	69,102
Accrued liabilities	$	121,878	$	(463	)	$	121,415
Other long-term liabilities	$	32,468	$	(2,701	)	$	29,767
Lease liabilities, current	$	—	$	17,081		$	17,081
Lease liabilities, long term	$	—	$	55,185		$	55,185

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The components of lease expense and supplemental cash flow information related to leases for the three months ended March 31, 2019 were as follows:



	(in thousands)
Components of lease expense
Operating lease cost	$	5,862
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	4,817
Supplemental non-cash information related to lease liabilities arising from obtaining right-of-use assets	$	1,317

The weighted average remaining lease term is 6.4 years. The weighted average discount rate is 3.19 percent . The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.

Maturities of lease liabilities as of March 31, 2019 were as follows:



	(in thousands)
2019 (remainder of the year)	$	18,118
2020	16,013
2021	10,768
2022	6,848
2023	6,879
Thereafter	20,798
Total (1)	79,424
less: Imputed interest	(8,034		)
Lease liability	$	71,390

(1) Future lease payments have not been reduced by minimum sublease rental income of $2.4 million owed to the Company in the future under noncancelable subleases.

The lease liabilities as of March 31, 2019 do not include the obligations under a lease agreement related to an office being built in Tel Aviv, Israel. The Company is not involved in the construction and will not be exposed to any risks during the construction period. The lease term expires 10 years after the expected lease inception. In addition, the lease contains a renewal option, which the Company determined is not reasonably assured to be exercised. As of March 31, 2019 , the estimated total future lease obligation is approximately $30.1 million .

NOTE 15—RESTRUCTURING CHARGES:

In connection with the discontinuation of its 1550nm silicon photonics development activities, the Company initiated a restructuring plan in the first quarter of 2018 to wind down the business operations related to these activities, which primarily included terminating employees, exiting contracts with vendors, selling assets, and exiting facilities. The Company recorded $3.4 million , $3.2 million , and $1.0 million of employee separation and severance costs, contract exit costs with vendors, and impairment charges or losses on disposal of assets during the three months ended March 31, 2018 , respectively. The Company is still using the facilities related to the discontinued activities and therefore has not recorded any related restructuring charges. The Company does not expect any significant facility related charges in the future.

MELLANOX TECHNOLOGIES, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 16—SUBSEQUENT EVENT:

On May 1, 2019, a purported class action suit, entitled Marc Henzel v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California against the Company and the members of its board of directors. On May 2, 2019, a purported class action suit, entitled Michael Kent v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Southern District of New York. Also on May 2, 2019, a purported class action suit, entitled David Thornton v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California. On May 3, 2019, a purported class action suit, entitled Lewis Stein v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California against the Company, the members of its board of directors, NVIDIA International Holdings Inc., Teal Barvaz Ltd., and NVIDIA Corporation. Also on May 3, 2019, a lawsuit entitled Elaine Wang v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California against the Company and the members of its board of directors. All five suits allege that the preliminary proxy statement filed by the Company on April 22, 2019 with the SEC in connection with the proposed Merger omits material information with respect to the transactions contemplated by the Merger Agreement, rendering it false and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act. Each plaintiff seeks, among other things, injunctive relief, rescission, declaratory relief and unspecified monetary damages.

The Company believes that the claims asserted in these lawsuits are without merit and intends to defend vigorously against all claims asserted. The Company is currently unable to estimate the reasonably possible loss or range of loss related to these lawsuits. Additional lawsuits arising out of or relating to the Merger Agreement and the transactions contemplated thereby may be filed in the future.

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

The following discussion and analysis of our financial condition as of March 31, 2019 and results of operations for the three months ending March 31, 2019 and 2018 should be read together with our financial statements and related notes included elsewhere in this report. This discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks, uncertainties and assumptions. Words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “potential” and similar expressions, as they relate to us, our business and our management, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to the pending merger with NVIDIA Corporation, our future revenues, product development and introductions, customer demand, our dependence on key customers for a substantial portion of our revenue, performance of our subcontractors, growth rates, market adoption of our products, competitive factors, gross margins, levels of research, development and other related costs, expenditures, protection of our proprietary rights and patents, tax expenses and benefits, cash flows, management’s plans and objectives for current and future operations, and worldwide economic conditions.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those set forth under the section entitled “Risk Factors” in Part II, Item 1A of this report and in the section entitled “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for fiscal year ended December 31, 2018 . We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements included in this report are based on information available to us on the date of this report, and we assume no obligation to update any forward-looking statements contained in this report. Quarterly financial results may not be indicative of the financial results of future periods.

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to Mellanox Technologies, Ltd. and its wholly owned subsidiaries.

Overview

General

We are a fabless semiconductor company that designs, manufactures (through subcontractors) and sells high-performance interconnect products and solutions primarily based on the Ethernet and InfiniBand standards. Our products facilitate intelligent and efficient data transmission between servers, storage systems, communications infrastructure equipment and other embedded systems. We operate our business globally and offer products to customers at various levels of integration. The products we offer include ICs, adapter cards, switch systems, cables, modules, software, services and accessories. Together these products form a total end-to-end integrated networking solution focused on computing, storage and communication applications used in multiple markets, including HPC, cloud, Web 2.0, enterprise data center, storage, Big Data, machine learning, telecommunications, financial services, and media/entertainment markets. These solutions increase performance, application efficiency and improve return on investment. Through the successful development and implementation of multiple generations of our products, we have established significant expertise and competitive advantages.

As a leader in developing multiple generations of high-speed interconnect solutions, we have established strong relationships with our customers. Our products are incorporated in servers and associated networking solutions produced by the largest server vendors. We supply our products to leading storage and communications infrastructure equipment vendors. Additionally, our products are used in embedded solutions.

We are one of the pioneers of InfiniBand, an industry-standard architecture for high-performance interconnects. We believe InfiniBand interconnect solutions deliver industry-leading performance, efficiency and scalability for clustered computing and storage systems that incorporate our products. In addition to supporting InfiniBand, our products also support industry-standard Ethernet transmission protocols providing unique product differentiation and connectivity flexibility. Our products serve as building blocks for creating reliable and scalable Ethernet and InfiniBand solutions with leading performance. We are one of the early suppliers of 25/50/100/200Gb/s Ethernet adapters, switches, and cables to the market. This provides us with the opportunity to gain share in the Ethernet market as users upgrade from one or 10Gb/s directly to 25, 40, 50, 100, 200 and 400Gb/s.

Recent Developments - Pending Merger with NVIDIA Corporation

On March 10, 2019, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NVIDIA Corporation, a Delaware corporation (“NVIDIA”), NVIDIA International Holdings Inc., a Delaware corporation and wholly owned subsidiary of NVIDIA (“Parent”) and Teal Barvaz Ltd., a wholly owned subsidiary of Parent organized under the laws of the State of Israel and wholly owned subsidiary of Parent (“Merger Sub”). NVIDIA has agreed to guarantee the payment and performance obligations of Parent under the Merger Agreement. The Merger Agreement and the Merger (as defined below) have been approved by our board of directors and the boards of directors of NVIDIA, Parent and Merger Sub.

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Mellanox (the “Merger”) in accordance with Sections 314-327 of the Companies Law 5759-1999 of the State of Israel, with Mellanox continuing as the surviving corporation and a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each ordinary share, par value NIS 0.0175 per share, of Mellanox (a “Company Share”) issued and outstanding immediately prior to the Effective Time, other than any shares owned by Mellanox, Parent and their respective subsidiaries or any shares held in Mellanox’s treasury, will be deemed to have been transferred to the Parent in exchange for the right to receive $125.00 in cash, without interest and subject to applicable withholding taxes.

The Merger Agreement contains customary representations, warranties and covenants. The consummation of the Merger is conditioned on the receipt of the approval of our shareholders, as well as the satisfaction of other customary closing conditions, including domestic and foreign regulatory approvals and performance in all material respects by each party of its obligations under the Merger Agreement. Consummation of the Merger is not subject to a financing condition. Closing of the Merger is expected by the end of calendar year 2019.

The Merger Agreement contains certain customary termination rights by either us or Parent, including if the Merger is not consummated by December 10, 2019, subject to two three-month extensions in order to obtain required regulatory approvals. If the Merger Agreement is terminated under certain circumstances, including termination by us to enter into a superior proposal, a termination by Parent following a change of the Company’s board of directors’ recommendation or a termination by Parent as a result of a willful material breach of the Merger Agreement’s no-solicitation obligations by us, we will be obligated to pay to Parent a termination fee equal to $225 million in cash. If the Merger Agreement is terminated under certain circumstances

involving the failure to obtain certain regulatory approvals, Parent will be obligated to pay us a termination fee equal to $350 million in cash.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement. For additional details on the transaction, please refer to the copy of the Merger Agreement attached as Exhibit 2.1 to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 11, 2019.

We recorded transaction-related costs of $4.4 million , principally for investment banking and legal fees associated with the pending acquisition, during the three months ended March 31, 2019 . These costs are recorded in general and administrative expenses included in the condensed consolidated statement of operations for the three months ended March 31, 2019. Additional transaction-related costs are expected to be incurred through the closing of the Merger.

The pending transaction with NVIDIA may have significant effects on us, including, among others, deferrals, delays or cancellations of purchase orders by our customers and the significant diversion of management and employee attention from ordinary course matters. For a more extensive discussion of those and other possible effects, please refer to “Risk Factors” in Part II, Item 1A of this report.

Our Business

Revenues. We derive revenues from sales of our ICs, boards, switch systems, cables, modules, software, accessories and other product groups. Revenues for the three months ended March 31, 2019 were $305.2 million compared to $251.0 million for the three months ended March 31, 2018 , representing an increase of $54.2 million , or approximately 21.6% . Our revenues for the three months ended March 31, 2019 are not necessarily indicative of our future results. In order to increase our annual revenues, we must continue to achieve design wins over other Ethernet providers and providers of competing interconnect technologies. We consider a design win to occur when an original equipment manufacturer ("OEM"), or contract manufacturer notifies us that it has selected our products to be incorporated into a product or system under development. Because the life cycles for our customers' products can last for several years if these products have successful commercial introductions, we expect to continue to generate revenues over an extended period of time for each successful design win.

Our products have broad adoption with multiple end customers across HPC, cloud, Web 2.0, enterprise data center, storage, Big Data, machine learning, telecommunications, financial services, and media/entertainment markets. These markets are mainly served by leading server, storage and communications infrastructure OEMs. Therefore, we have derived a substantial portion of our revenues from a relatively small number of OEM customers. Sales to our top ten customers represented 55% and 57% of our total revenues for the three months ended March 31, 2019 and 2018 , respectively. The loss of one or more of our principal customers, the reduction or deferral of purchases, or changes in the mix of our products ordered by any one of these customers could cause our revenues to decline materially if we are unable to increase our revenues from other customers. Our customers, including our most significant customers, are not obligated by long-term contracts to purchase our products and may cancel orders with limited potential penalties. If any of our large customers reduces or cancels its purchases from us for any reason, it could have an adverse effect on our revenues and results of operations.

Cost of revenues and gross profit. The cost of revenues consists primarily of the cost of silicon wafers purchased from our foundry supplier, costs associated with the assembly, packaging and production testing of our ICs, outside processing costs associated with the manufacture of our board and system products, royalties due to third parties, warranty costs, excess and obsolete inventory costs, depreciation and amortization, and costs of personnel associated with production management, quality assurance and services. In addition, after we purchase wafers from our foundries, we also face yield risk related to manufacturing these wafers into semiconductor devices. Manufacturing yield is the percentage of acceptable product resulting from the manufacturing process, as identified when the product is tested as a finished IC. If our manufacturing yields decrease, our cost per unit increases, which could have a significant adverse impact on our cost of revenues. We do not have long-term pricing agreements with foundry suppliers and contract manufacturers. Accordingly, our costs are subject to price fluctuations based on the overall cyclical demand for semiconductors.

We purchase our inventory pursuant to standard purchase orders. We estimate that lead times for delivery of our finished semiconductors from our foundry supplier and assembly, packaging and production testing subcontractor are approximately three to four months, lead times for delivery from our adapter card manufacturing subcontractor are approximately eight to ten weeks, lead times for delivery from our cable and transceiver manufacturing subcontractor are approximately ten to twelve weeks, and lead times for delivery from our switch systems manufacturing subcontractors are approximately twelve weeks. We build inventory based on forecasts of customer orders rather than the actual orders themselves.

We expect our cost of revenues as a percentage of sales to increase in the future as a result of a reduction in the average sales price of our products and a lower percentage of revenue deriving from sales of ICs and boards, which generally yield

higher gross margins than sales of switches and cables. This trend will depend on overall customer demand for our products, our product mix, competitive product offerings and related pricing and our ability to reduce manufacturing costs.

Operational expenses

Research and development expenses. Our research and development expenses consist primarily of salaries, share-based compensation and associated costs for employees engaged in research and development, depreciation, amortization of intangibles, allocable facilities related and administrative expenses and tape-out costs. Tape-out costs are expenses related to the manufacture of new ICs, including charges for mask sets, prototype wafers, mask set revisions and testing incurred before releasing new ICs into production.

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries, incentive compensation, share-based compensation and associated costs for employees engaged in sales, marketing and customer support, advertising, trade shows and promotions, travel, amortization of intangibles, and allocable facilities related and administrative expenses.

General and Administrative Expenses. General and administrative expenses consist primarily of salaries, share-based compensation and associated costs for employees engaged in finance, legal, human resources and administrative activities, professional service expenses for accounting, corporate legal fees and allocable facilities related and administrative expenses.

Taxes on Income

Our operations in Israel have been granted "Approved Enterprise" status by the Investment Center of the Israeli Ministry of Economy and Industry and "Beneficiary Enterprise" status by the Israeli Income Tax Authority, which makes us eligible for tax benefits under the Encouragement Law. Under the terms of the Beneficiary Enterprise program, income that is attributable to our operations in Yokneam, Israel is exempt from income tax commencing fiscal year 2011 through 2021 . Income that is attributable to our operations in Tel Aviv, Israel is subject to a reduced income tax rate (generally between 10.0% and the current corporate tax rate, depending on the percentage of foreign investment in the Company) commencing fiscal year 2013 through 2021 .

To prepare our unaudited condensed consolidated financial statements, we estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual tax exposure together with assessing temporary differences resulting from the differing treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our condensed consolidated balance sheet.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with revenue recognition, allowances for doubtful accounts, investment valuation, warranty reserves, inventory reserves, long-term asset valuations, useful lives of property, equipment, and intangibles, accounting for business combinations, goodwill and purchased intangible asset valuation, investments in privately-held companies, accounting and fair value of financial instruments and derivatives, deferred income tax asset valuation, uncertain tax positions, and litigation and other loss contingencies have the greatest potential impact on our unaudited condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

See our Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC on February 21, 2019, for a discussion of critical accounting policies and estimates. There have been no changes in our critical accounting policies as compared to what was disclosed in the Form 10-K for the year ended December 31, 2018 .

Results of Operations

The following table sets forth our condensed consolidated statements of operations as a percentage of revenues for the periods indicated:



	Three Months Ended
	March 31,
	2019		2018
Total revenues	100	%	100		%
Cost of revenues	35		35
Gross profit	65		65
Operating expenses:
Research and development	31		34
Sales and marketing	13		16
General and administrative	6		7
Restructuring and impairment charges	—		3
Total operating expenses	50		60
Income from operations	15		5
Interest expense	—		—
Other income, net	2		—
Interest and other, net	2		—
Income before taxes on income	17		5
Provision for (benefit from) taxes on income	1		(10	)
Net income	16	%	15		%

Comparison of the Three Months Ended March 31, 2019 to the Three Months Ended March 31, 2018

The following tables represent our total revenues for the three months ended March 31, 2019 and 2018 by product type and interconnect protocol:



	Three Months Ended March 31,
	2019		% of Revenues		2018		% of Revenues
	(dollars in thousands)
ICs	$	60,623	19.9	%	$	28,587	11.4	%
Boards	108,430		35.5	%	118,051		47.0	%
Switch systems	82,058		26.9	%	55,647		22.2	%
Cables, accessories and other	54,106		17.7	%	48,715		19.4	%
Total Revenues	$	305,217	100.0	%	$	251,000	100.0	%



	Three Months Ended March 31,
	2019		% of Revenues		2018		% of Revenues
	(dollars in thousands)
InfiniBand:
HDR	$	23,193	7.6	%	$	—	—	%
EDR	59,643		19.5	%	55,946		22.3	%
FDR	40,598		13.3	%	41,748		16.6	%
QDR/DDR/SDR	14,704		4.9	%	5,444		2.2	%
Total	138,138		45.3	%	103,138		41.1	%
Ethernet	160,893		52.7	%	136,948		54.6	%
Other	6,186		2.0	%	10,914		4.3	%
Total revenues	$	305,217	100.0	%	$	251,000	100.0	%

Revenues. Revenues were $305.2 million for the three months ended March 31, 2019 , compared to $251.0 million for the three months ended March 31, 2018 , representing an increase of $54.2 million , or approximately 21.6% . Infiniband product sales

increased by $35.0 million , which was mainly due to the introduction of our 200 gigabit HDR InfiniBand solutions and an increase in QDR/DDR/SDR revenues. Ethernet product sales increased by $23.9 million due to the increased adoption of our 25 gigabit per second and above solutions. The revenues for the three months ended March 31, 2019 are not necessarily indicative of future results.

Gross Profit and Margin. Gross profit was $197.1 million for the three months ended March 31, 2019 , compared to $162.0 million for the three months ended March 31, 2018 , representing an increase of $35.1 million , or approximately 21.7% . Gross margin was 64.6% in the three months ended March 31, 2019 , which was comparable to the gross margin of 64.5% in the three months ended March 31, 2018 .

Research and Development.

The following table presents details of our research and development expenses for the periods indicated:



	Three Months Ended March 31,
	2019		% of Revenues		2018		% of Revenues
	(dollars in thousands)
Salaries and benefits	$	53,192	17.5	%	$	52,538	20.9	%
Share-based compensation	13,241		4.4	%	8,174		3.3	%
Development and tape-out costs	3,981		1.4	%	4,679		1.9	%
Other	21,791		7.2	%	21,035		8.3	%
Total Research and development	$	92,205	30.5	%	$	86,426	34.4	%

Research and development expenses were $92.2 million for the three months ended March 31, 2019 , compared to $86.4 million for the three months ended March 31, 2018 , representing an increase of $5.8 million , or approximately 6.7% .

Please refer to " Share-based Compensation Expense " below for a discussion of its impact on research and development expenses.

Sales and Marketing.

The following table presents details of our sales and marketing expenses for the periods indicated:



	Three Months Ended March 31,
	2019		% of Revenues		2018		% of Revenues
	(dollars in thousands)
Salaries and benefits	$	24,803	8.1	%	$	25,011	10.0	%
Share-based compensation	5,652		1.9	%	3,599		1.4	%
Trade shows and promotions	4,280		1.4	%	4,626		1.8	%
Other	5,362		1.7	%	6,258		2.5	%
Total Sales and marketing	$	40,097	13.1	%	$	39,494	15.7	%

Sales and marketing expenses were $40.1 million for the three months ended March 31, 2019 , compared to $39.5 million for the three months ended March 31, 2018 , representing an increase of $0.6 million , or approximately 1.5% .

Please refer to " Share-based Compensation Expense " below for a discussion of its impact on sales and marketing expenses.

General and Administrative.

The following table presents details of our general and administrative expenses for the periods indicated:



	Three Months Ended March 31,
	2019		% of Revenues		2018		% of Revenues
	(dollars in thousands)
Salaries and benefits	$	5,941	1.9	%	$	5,880	2.3	%
Share-based compensation	4,665		1.5	%	2,790		1.1	%
Professional services	6,892		2.3	%	5,841		2.3	%
Other	1,773		0.6	%	2,005		0.9	%
Total General and administrative	$	19,271	6.3	%	$	16,516	6.6	%

General and administrative expenses were $19.3 million for the three months ended March 31, 2019 , compared to $16.5 million for the three months ended March 31, 2018 , representing an increase of $2.8 million , or approximately 16.7% . The increase in professional services was primarily due to $4.4 million of expenses related to the pending acquisition of Mellanox by NVIDIA recorded during the three months ended March 31, 2019 , compared to $3.8 million of expenses related to the proxy contest during the three months ended March 31, 2018 .

Please refer to " Share-based Compensation Expense " below for a discussion of its impact on general and administrative expenses.

Share-based Compensation Expense.

The following table presents details of our share-based compensation expense that is included in each functional line item in our condensed consolidated statements of operations:



	Three Months Ended March 31,
	2019		2018
	(in thousands)
Cost of goods sold	$	684	$	411
Research and development	13,241		8,174
Sales and marketing	5,652		3,599
General and administrative	4,665		2,790
	$	24,242	$	14,974

Share-based compensation expense was $24.2 million for the three months ended March 31, 2019 , compared to $15.0 million for the three months ended March 31, 2018 , representing an increase of $9.2 million , or approximately 61.4% . The increase was mainly due to additional expenses related to focal grants during the third quarter of 2018 and the first quarter of 2019.

Restructuring and impairment charges for the three months ended March 31, 2019 primarily consisted of an impairment charge related to fixed assets. Restructuring and impairment charges for the three months ended March 31, 2018 primarily consisted of employee termination and severance costs of $3.4 million, contract exit costs with vendors of $3.2 million, and loss on disposal of assets of $1.0 million primarily related to the discontinuation of our 1550nm silicon photonics development activities.

Interest and other, net in the three months ended March 31, 2019 represented income of $8.2 million as compared to an expense of $0.5 million for the three months ended March 31, 2018 . The change was primarily attributable to a gain of $9.1 million related to the sale of an investment in a privately-held company.

Provision for (benefit from) taxes on income. Our provision for taxes on income was $4.3 million for the three months ended March 31, 2019 as compared to a benefit from taxes on income of $26.4 million for the three months ended March 31, 2018 .

Our effective tax rate was 8.1% and (230.6)% for three months ended March 31, 2019 and 2018 , respectively. For the three months ended March 31, 2019 , the difference between the 8.1% effective tax rate and the 21.0% federal statutory rate resulted

primarily from the excess benefits related to share-based compensation, the tax holiday in Israel and foreign earnings taxed at rates lower than the federal statutory rates, partially offset by the accrual of unrecognized tax benefits, interest and penalties associated with unrecognized tax positions and non-tax-deductible expenses such as share-based compensation.

We assess our ability to recover our deferred tax assets on an ongoing basis. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating our ability to recover deferred tax assets, we consider available positive and negative evidence including recent cumulative losses, our ability to carry-back losses against prior taxable income and our projected financial results. We also consider, commensurate with objective verifiability, the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. A valuation allowance may be recorded in the event it is deemed to be more-likely-than-not that the deferred tax asset cannot be realized. Previously established valuation allowances may also be released in the event it is deemed to be more-likely-than-not that the deferred tax asset can be realized. Any release of valuation allowance will be recorded as a tax benefit which will positively impact our operating results.

Liquidity and Capital Resources

Historically, we have financed our operations through a combination of sales of equity securities and cash generated by operating activities. As of March 31, 2019 , our principal sources of liquidity consisted of cash and cash equivalents of $75.4 million and short-term investments of $477.2 million .

We are an Israeli company and as of March 31, 2019 , our subsidiaries outside of Israel held approximately $32.9 million in cash, cash equivalents and short-term investments.

Our cash, cash equivalents, short-term investments and working capital balances at March 31, 2019 and December 31, 2018 were as follows:



	March 31, 2019		December 31, 2018
	(in thousands)
Cash and cash equivalents	$	75,352	$	56,766
Short-term investments	477,211		381,724
Total	$	552,563	$	438,490
Working capital	$	593,437	$	497,666

Our ratio of current assets to current liabilities was 3.4 :1 and 3.3 :1 at March 31, 2019 and December 31, 2018 , respectively.

Operating Activities

Net cash provided by our operating activities amounted to $88.4 million in the three months ended March 31, 2019 . The adjustments from net income of $48.6 million to net cash provided by operating activities mainly included net non-cash items of $50.7 million , partially offset by a gain on sale of an investment in a privately-held company of $9.1 million and a gain on investments of $2.8 million . Non-cash items consisted primarily of $24.0 million of depreciation and amortization, $24.2 million of share-based compensation and impairment charges of $2.5 million . The $1.0 million cash inflow from changes in assets and liabilities was attributed to an increase of $25.7 million in accrued liabilities and other liabilities due to higher payroll liabilities and accrued legal expenses and a decrease in inventory of $7.3 million primarily due to inventory management, partially offset by an increase in accounts receivable of $21.1 million primarily due to timing of invoicing and collections and a decrease in accounts payable of $7.4 million primarily due to a decrease in inventory related purchases and timing of payments.

Net cash provided by our operating activities amounted to $55.4 million in the three months ended March 31, 2018. The adjustments from net income of $37.8 million to net cash provided by operating activities mainly included net non-cash items of $14.7 million and changes in assets and liabilities of $3.7 million, partially offset by a gain on investments of $0.9 million. Non-cash items consisted primarily of $26.4 million of depreciation and amortization, and $15.0 million of share-based compensation, partially offset by an increase in deferred tax assets of $26.8 million primarily due to the release of a valuation allowance. The $3.7 million cash inflow from changes in assets and liabilities is attributed to a decrease in accounts receivable of $11.3 million primarily due to timing of invoicing and collections and an increase in accounts payable of $3.9 million primarily due to timing of payments, partially offset by an increase in inventory of $5.7 million, a decrease of $4.5 million in accrued liabilities and other liabilities, and an increase in prepaid expenses and other assets of $1.3 million.

Investing Activities

Net cash used in investing activities was $84.5 million in the three months ended March 31, 2019 . Cash used in investing activities was primarily attributable to the net purchases of short-term investments of $91.9 million , $7.7 million for purchases of property and equipment, and $1.7 million for purchases of intangible assets, partially offset by the proceeds from the sale of an investment in a privately-held company of $16.9 million .

Net cash used in investing activities was $0.2 million in the three months ended March 31, 2018. Cash used in investing activities was primarily attributable to $7.2 million for purchases of property and equipment, $6.3 million for purchases of intangible assets, and $2.5 million for purchases of investments in privately-held companies, offset by the net sales of short-term investments of $16.1 million.

Financing Activities

Net cash provided by financing activities was $14.7 million in the three months ended March 31, 2019 . Cash provided by financing activities was primarily due to $17.0 million of proceeds from issuances of ordinary shares through our employee equity incentive plans, partially offset by $2.3 million of payments on intangible asset financings.

Net cash used in financing activities was $27.1 million in the three months ended March 31, 2018. Cash used in financing activities was primarily due to $39.0 million of principal payments on the Term Debt and $2.2 million of payments on intangible asset financings. These were partially offset by $14.1 million of proceeds from issuances of ordinary shares through our employee equity incentive plans.

Contractual Obligations

The following table summarizes our contractual obligations at March 31, 2019 and the effect those obligations are expected to have on our liquidity and cash flows in future periods:



		Purchase commitments
	(in thousands)
2019 (remainder of the year)		$	167,626
2020		8,817
2021		1,093
2022		327
Total		$	177,863

Purchase commitments. Purchase commitments are defined as agreements that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase orders for inventory are based on our current manufacturing needs and are generally fulfilled by our subcontractors within a period of eight to twelve weeks. We do not have significant agreements for the purchase of raw materials or other goods specifying minimum quantities or set prices that exceed our expected requirements.

Leases. The Company adopted the new lease standard on January 1, 2019 . As a result, the contractual obligations related to future lease payments are reflected on the balance sheet as lease liabilities as of March 31, 2019 . See Note 14, "Leases" in the notes to the unaudited condensed consolidated financial statements for more details about the maturity of lease liabilities, and significant future obligations related to one of our building leases that has not yet commenced and therefore was not included in the lease liabilities as of March 31, 2019 .

Other Commitments

For additional information about other commitments, see Note 9, "Commitments and Contingencies" in the notes to the unaudited condensed consolidated financial statements .

Recent Accounting Pronouncements

See Note 1, "The Company and Summary of Significant Accounting Policies—Recent accounting pronouncements" in the notes to the unaudited condensed consolidated financial statements for a full description of recent accounting standards, including the respective dates of adoption and effects on our condensed consolidated financial position, results of operations and cash flows.

Off-Balance Sheet Arrangements

As of March 31, 2019 , we did not have any off-balance sheet arrangements.

ITEM 3— QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate fluctuation risk

Investments. Our investments consist of cash, money market funds, time deposits and interest bearing investments in government debt securities, commercial paper, corporate bonds and municipal bonds with an average maturity of 9.8 months. The primary objective of our investment activities is to preserve principal and ensure liquidity while maximizing income without significantly increasing risk. By policy, we limit the amount of our credit exposure through diversification and restricting our investments to highly rated securities. At the time of purchase, we do not invest more than 4% of the total investment portfolio in individual securities, except U.S. Treasury or agency securities. Highly rated long-term securities are defined as having a minimum Moody's, Standard & Poor's or Fitch rating of A2 or A, respectively. Highly rated short-term securities are defined as having a minimum Moody's, Standard & Poor's or Fitch rating of P-1, A-1 or F-1, respectively. We have not experienced any significant losses on our cash equivalents or short-term investments. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. An immediate 100 basis point change in interest rates would have a $3.2 million effect on the fair market value of our portfolio.

Foreign currency exchange risk

To reduce the impact of foreign exchange risks associated with forecasted future cash flows and certain existing assets and liabilities, we have established a balance sheet and anticipated transaction risk management program in order to reduce the volatility in our condensed consolidated statement of operations. Currency derivative instruments and natural hedges are generally utilized in this hedging program. We do not enter into derivative instruments for trading or speculative purposes. We account for our derivative instruments as either assets or liabilities and carry them at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

Our hedging program reduces, but does not eliminate the impact of currency exchange rate movements (see Part II, Item 1A, "Risk Factors"). If we were to experience an immediate strengthening of NIS against USD of 10%, the impact on assets and liabilities denominated in NIS, after taking into account hedges and offsetting positions, would result in a loss before taxes of approximately $6.7 million at March 31, 2019 . There would also be an impact on future operating expenses denominated in currencies other than the U.S. dollar. For the month ended March 31, 2019 , approximately $21.6 million of our monthly expenses were denominated in NIS. As of March 31, 2019 , we had derivative contracts designated as cash flow hedges in the notional amount of approximately 269.7 million NIS, or approximately $74.3 million based upon the exchange rate on that day. In addition, as of March 31, 2019 , we had derivative contracts hedging against NIS denominated assets and liabilities in the notional amount of approximately 164.9 million NIS, or approximately $45.4 million based upon the exchange rate on that day.

Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading the risk across a number of major financial institutions. However, failure of one or more of these financial institutions is possible and could result in incurred losses.

Inflation related risk

We believe that the rate of inflation in Israel has not had a material impact on our business to date. Our cost in Israel in U.S. dollar terms will increase if inflation in Israel exceeds the devaluation of the NIS against the U.S. dollar or if the timing of such devaluation lags behind inflation in Israel.

ITEM 4— CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO (principal executive officer) and CFO (principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures as of March 31, 2019 . Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2019 to provide the reasonable assurance described above.

Changes in Internal Control Over Financial Reporting

We adopted the new lease standard, ASC Topic 842, on January 1, 2019. As a result, we have enhanced our processes and controls to address the new lease standard.

Other than the items described above, there were no changes during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1— LEGAL PROCEEDINGS

On May 1, 2019, a purported class action suit, entitled Marc Henzel v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California against us and the members of our board of directors. On May 2, 2019, a purported class action suit, entitled Michael Kent v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Southern District of New York. Also on May 2, 2019, a purported class action suit, entitled David Thornton v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California. On May 3, 2019, a purported class action suit, entitled Lewis Stein v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California against us, the members of our board of directors, NVIDIA International Holdings Inc., Teal Barvaz Ltd., and NVIDIA Corporation. Also on May 3, 2019, a lawsuit entitled Elaine Wang v. Mellanox Technologies, Ltd., et al. , was filed in the United States District Court for the Northern District of California against us and the members of our board of directors. All five suits allege that the preliminary proxy statement filed by us on April 22, 2019 with the SEC in connection with the proposed Merger omits material information with respect to the transactions contemplated by the Merger Agreement, rendering it false and misleading in violation of Sections 14(a) and 20(a) of the Exchange Act. Each plaintiff seeks, among other things, injunctive relief, rescission, declaratory relief and unspecified monetary damages.

We believe that the claims asserted in these lawsuits are without merit and intend to defend vigorously against all claims asserted. We are currently unable to estimate the reasonably possible loss or range of loss related to these lawsuits. Additional lawsuits arising out of or relating to the Merger Agreement and the transactions contemplated thereby may be filed in the future.

See Note 9, "Commitments and Contingencies—Contingencies—Legal Proceedings" in the notes to the unaudited condensed consolidated financial statements, included in Part I, Item 1 of this report, for a description of other legal proceedings and related contingencies and their effects on our condensed consolidated financial position, results of operations and cash flows.

We may, from time to time, become a party to various other legal proceedings arising in the ordinary course of business. We may also be indirectly affected by administrative or court proceedings or actions in which we are not involved, but which have general applicability to the semiconductor industry.

ITEM 1A— RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risk factors, in addition to the other information set forth in this report, before purchasing our ordinary shares. Each of these risk factors could harm our business, financial condition and results of operations, as well as decrease the value of an investment in our ordinary shares.

Risks Related to Our Business

The announcement and pendency of our agreement to be acquired by a wholly-owned subsidiary of NVIDIA may adversely affect our business, results of operations and share price.

Our pending acquisition by NVIDIA International Holdings Inc., a wholly-owned subsidiary of NVIDIA, could have an adverse effect on our revenue in the near term if our customers delay, defer or cancel purchases pending completion of the Merger. While we are attempting to address this risk through communications with our customers, current and prospective customers may be reluctant to purchase our products due to uncertainty about the direction of our product offerings and the support and service of our products after the Merger is consummated. Additionally, we are subject to additional risks in connection with the announcement and pendency of the Merger, including:


•	various conditions to the closing of the Merger may not be satisfied or waived;


•	the pendency and outcome of any legal proceedings that may be instituted against us, our directors and others relating to the transactions contemplated by the Merger Agreement;


•	potential adverse effects on our business and operations under the Merger Agreement, which may prevent us from pursuing opportunities without NVIDIA’s approval or taking other actions, whether in the form of dividend payments, share repurchases, restructurings, asset dispositions or otherwise, that we might have undertaken in the absence of this transaction;


•	that the Merger Agreement contains customary provisions that may limit our ability to pursue alternative sale proposals;


•	that we may forego opportunities we might otherwise have pursued absent the Merger Agreement;


•	the required regulatory approvals from governmental entities may delay the Merger or result in the imposition of conditions that could cause NVIDIA to abandon the Merger;


•	potential adverse effects on our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles and relationships with us following the completion of the Merger; and


•	the significant diversion of our employees’ and management’s attention resulting from the transactions contemplated by the Merger Agreement.

The failure of our pending acquisition by a wholly-owned subsidiary of NVIDIA to be completed may adversely affect our business, results of operations and share price.

Each of our and NVIDIA’s obligations to consummate the Merger is subject to a number of conditions specified in the Merger Agreement, including the following: (a) approval of the Merger Agreement by the requisite affirmative vote of our shareholders, (b) no governmental authority in any jurisdiction has by any law or order restrained, enjoined or otherwise prohibited the consummation of the Merger that remains in effect, (c) expiration or termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), waiting period, clearance or approval, as applicable, by the Anti-Monopoly Bureau of the State Administration for Market Regulation (“SAMR”) in the People’s Republic of China, and clearance or affirmative approval by or expiration of the mandatory waiting period with respect to certain specified antitrust jurisdictions, (d) at least fifty (50) days shall have elapsed after the filing of the merger proposal with the Companies Registrar of the Israeli Corporations Authority and at least thirty (30) days shall have elapsed after the approval of the Merger by our shareholders has been received, (e) with specified qualifications and exceptions, the truth and correctness of the representations and warranties of Mellanox, NVIDIA International Holdings Inc., Teal Barvaz Ltd. and NVIDIA and compliance in all material respects by Mellanox, NVIDIA International Holdings Inc. and Teal Barvaz Ltd. with their respective covenants contained in the Merger Agreement, and (f) the absence of a material adverse effect on Mellanox’s business, except any effects that, individually or in the aggregate, would prevent or materially impair Mellanox from consummating the Merger or performing any of its material obligations under the Merger Agreement. There can be no assurance that these conditions to the completion of the Merger will be satisfied in a timely manner or at all.

If the Merger is not completed, our share price could fall to the extent that our current share price reflects an assumption that the Merger will be completed. Furthermore, if the Merger is not completed, we may suffer other consequences that could adversely affect our business, results of operations and share price, including the following:


•	we could be required to pay a termination fee of up to $225.0 million to NVIDIA under certain circumstances as described in the Merger Agreement;


•	we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, and these fees and costs are payable by us regardless of whether the Merger is consummated;


•	the failure of the Merger to be consummated may result in adverse publicity and a negative impression of us in the investment community;


•	the pendency and outcome of any legal proceedings may be instituted against us, our directors and others relating to the transactions contemplated by the Merger Agreement;


•	any disruptions to our business resulting from the announcement and pendency of the acquisition, including any adverse changes in our relationships with our customers, vendors and employees, may continue or intensify in the event the Merger is not consummated;


•	we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and


•	we may experience employee departures.

Any delay in completing the Merger may significantly reduce the benefits expected to be obtained from the Merger.

In addition to the required regulatory clearances and approvals described above under “The failure of our pending acquisition by a wholly-owned subsidiary of NVIDIA to be completed may adversely affect our business, results of operations

and share price,” the Merger is subject to a number of other conditions described in the Merger Agreement that are beyond our control. We cannot predict whether and when these conditions, and the other required regulatory clearances and approvals, will be satisfied.

The semiconductor industry may be adversely impacted by worldwide economic uncertainties which may cause our revenues and profitability to decline .

We operate primarily in the semiconductor industry, which is cyclical and subject to rapid change and evolving industry standards. From time to time, the semiconductor industry has experienced significant downturns characterized by decreases in product demand and excess customer inventories. Economic volatility can cause extreme difficulties for our customers and vendors to accurately forecast and plan future business activities. This unpredictability could cause our customers to reduce spending on our products and services, which would delay and lengthen sales cycles. Furthermore, during challenging economic times our customers and vendors may face issues gaining timely access to sufficient credit, which could affect their ability to make timely payments to us. As a result, we may experience growth patterns that are different than the end demand for products, particularly during periods of high volatility.

We cannot predict the timing, strength or duration of any economic slowdown or recovery or the impact of such events on our customers, our vendors or us. The combination of our lengthy sales cycle coupled with challenging macroeconomic conditions could have a compound impact on our business. The impact of market volatility is not limited to revenue but may also affect our product gross margins and other financial metrics. Any downturn in the semiconductor industry may be severe and prolonged, and any failure of the industry to fully recover from downturns could seriously impact our revenue and harm our business, financial condition and results of operations.

The adoption of InfiniBand is largely dependent on third-party vendors and end users and InfiniBand may not be adopted at prior rates or to the extent that we anticipate.

While the usage of InfiniBand has increased since its first specifications were completed in October 2000, continued adoption of InfiniBand is dependent on continued collaboration and cooperation among IT vendors. In addition, the end users that purchase IT products and services from vendors must find InfiniBand to be a compelling solution to their IT system requirements. We cannot control third-party participation in the development of InfiniBand as an industry standard technology. We rely on server, storage, communications infrastructure equipment and embedded systems vendors to incorporate and deploy InfiniBand ICs in their systems. InfiniBand may fail to effectively compete with other technologies, which may be adopted by vendors and their customers in place of InfiniBand. The adoption of InfiniBand is also affected by the general replacement cycle of IT equipment by end users, which is dependent on factors unrelated to InfiniBand. These factors may reduce the rate at which InfiniBand is incorporated by our current server vendor customers and impede its adoption in the storage, communications infrastructure and embedded systems markets, which in turn would harm our ability to sell our InfiniBand products.

We face intense competition and may not be able to compete effectively, which could reduce our market share, net revenues and profit margin.

The markets in which we operate are extremely competitive and are characterized by rapid technological change, continuously evolving customer requirements and fluctuating average selling prices. We may not be able to compete successfully against current or potential competitors.

Some of our customers are also IC and switch suppliers and already have in-house expertise and internal development capabilities similar to ours. Licensing our technology and supporting such customers entails the transfer of intellectual property rights that may enable such customers to develop their own products and solutions to replace those we are currently providing to them. Consequently, these customers may become competitors to us. Further, each new design by a customer presents a competitive situation. In the past, we have lost design wins to divisions within our customers and this may occur again in the future. We cannot predict whether these customers will continue to compete with us, whether they will continue to be our customers or whether they will continue to buy products from us at the same volumes. Competition could increase pressure on us to lower our prices and could negatively affect our profit margins.

Many of our current and potential competitors have longer operating histories, significantly greater resources, greater economies of scale, stronger name recognition and larger customer bases than we have. This may allow them to respond more quickly to new or emerging technologies or changes in customer requirements. In addition, these competitors may have greater credibility with our existing and potential customers. If we do not compete successfully, our market share, revenues and profit margin may decline, and, as a result, our business may be adversely affected.

There has been a trend toward industry consolidation in our markets for several years, as companies attempt to improve the leverage of growing research and development costs, strengthen or hold their market positions in an evolving industry or

are unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, financial condition and results of operations.

We have limited visibility into customer and end-user demand for our products and generally have short inventory cycles, which introduce uncertainty into our revenue and production forecasts and business planning and could negatively impact our financial results.

Our sales are made on the basis of purchase orders rather than long-term purchase commitments. In addition, our customers may defer purchase orders. We place orders with the manufacturers of our products according to our estimates of customer demand. This process requires us to make multiple demand forecast assumptions with respect to both our customers' and end users' demands. It is more difficult for us to accurately forecast end-user demand because we do not sell our products directly to end users. In addition, the majority of our adapter card, switch system and cable businesses are conducted on a short order fulfillment basis, introducing more uncertainty into our forecasts. Because of the lead time associated with fabrication of our semiconductors, forecasts of demand for our products must be made in advance of customer orders. In addition, we base business decisions regarding our growth on our forecasts for customer demand. As we grow, anticipating customer demand may become increasingly difficult. If we overestimate customer demand, we may purchase products from our manufacturers that we may not be able to sell and may over-burden our operations. Conversely, if we underestimate customer demand or if sufficient manufacturing capacity were unavailable, we would forego revenue opportunities and could lose market share or damage our customer relationships.

In addition, the majority of our revenues are derived from customer orders received and fulfilled in the same quarterly period. If we overestimate customer demand, we could miss our quarterly revenue targets, which could have a material adverse effect on our financial results.

We depend on a small number of customers for a significant portion of our sales, and the loss of any one of these customers will adversely affect our revenues.

A small number of customers account for a significant portion of our revenues. For the three months ended March 31, 2019 , sales to Dell accounted for 15% of our total revenues. Sales to our top 10 customers represented 55% and 57% of our total revenues for the three months ended March 31, 2019 and 2018 , respectively. Because the majority of servers, storage, communications infrastructure equipment and embedded systems are sold by a relatively small number of vendors, we expect that we will continue to depend on a small number of customers to account for a significant percentage of our revenues for the foreseeable future. Our customers, including our most significant customers, are not obligated by long-term contracts to purchase our products and may cancel orders with limited potential penalties. If any of our large customers reduces or cancels its purchases from us for any reason, it could have an adverse effect on our revenues and results of operations.

Winning business is subject to lengthy, competitive selection processes that often require us to incur significant expense, from which we may ultimately generate no revenues.

Our business is dependent on us winning competitive bid selection processes, known as "design wins," to develop semiconductors for use in our customers' products. These selection processes are typically lengthy and can require us to incur significant design and development expenditures and to dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not win the competitive selection process and may never generate any revenue despite incurring such expenditures.

Furthermore, winning a product design does not guarantee sales to a customer. We may experience delays in generating revenue as a result of the lengthy development cycle typically required, or we may not realize as much revenue as anticipated. In addition, a delay or cancellation of a customer's plans could materially and adversely affect our financial results, as we may have incurred significant expense in the design process and generated little or no revenue. Customers could choose at any time to stop using our products or may fail to successfully market and sell their products, which could reduce the demand for our products and cause us to hold excess inventory, thereby materially adversely affecting our business, financial condition and results of operations.

The timing of design wins is unpredictable and implementing production for a major design win, or multiple design wins occurring at or around the same time, may strain our resources and those of our contract manufacturers. In such instances, we may be forced to dedicate significant additional resources and incur additional, unanticipated costs and expenses, which may have a material adverse effect on our results of operations.

Finally, some customers will not purchase any products from us, other than limited numbers of evaluation units, until they qualify the products and/or the manufacturing line for the products. The qualification process can take significant time and

resources and we may not always be able to satisfy the qualification requirements of these customers. Delays in qualification or failure to qualify our products may cause a customer to discontinue use of our products and result in a significant loss of revenue.

If we fail to develop new products or enhance our existing products to react to rapid technological change and market demands in a timely and cost-effective manner, our business will suffer.

We must develop new products or enhance our existing products with improved technologies to meet rapidly evolving customer requirements. We are currently engaged in the development process for our next generation of products in order to meet the demands of our customers who continually require higher performance and functionality at lower costs. The development process for these advancements is lengthy and will require us to accurately anticipate technological innovations and market trends. Developing and enhancing these products can be time-consuming, costly and complex. Our ability to fund product development and enhancements partially depends on our ability to generate revenues from our existing products.

We may be unable to successfully develop additional next generation products, new products or product enhancements. There is a risk that these developments or enhancements will be late, have technical problems, fail to meet customer or market specifications or otherwise be uncompetitive with other products using alternative technologies that offer comparable performance and functionality. Our next generation products or any new products or product enhancements may not be accepted in new or existing markets. Our business, financial condition and results of operations may be adversely affected if we fail to develop and introduce new products or product enhancements in a timely manner or on a cost-effective basis.

We rely on a limited number of subcontractors to manufacture, assemble, package and production test our products, and the failure of any of these third-party subcontractors to deliver products or otherwise perform as requested could damage our relationships with our customers, decrease our sales and limit our growth.

While we design and market our products and conduct test development in-house, we do not manufacture, assemble, package and production test the vast majority of our products, and we must rely on third-party subcontractors to perform these services. If these subcontractors do not provide us with high-quality products, services and production and production test capacity in a timely manner, or if one or more of these subcontractors terminates its relationship with us, we may be unable to obtain satisfactory replacements to fulfill customer orders on a timely basis, our relationships with our customers could suffer, our sales could decrease and our growth could be limited. In particular, there are significant challenges associated with moving our IC production from our existing manufacturer to another manufacturer with whom we do not have a pre-existing relationship.

In addition, the consolidation of foundry subcontractors, as well as the increasing capital intensity and complexity associated with fabrication in smaller process geometries has limited the diversity of our suppliers and increased our risk of a "single point of failure." Specifically, as we move to smaller geometries, we have become increasingly reliant on IC manufacturers. The lack of diversity of suppliers could also drive increased prices and adversely affect our results of operations, including our product gross margins.

We currently do not have long-term supply contracts with any of our third-party subcontractors. Therefore, they are not obligated to perform services or supply products to us for any specific period, in any specific quantities or at any specific price, except as may be provided in a particular purchase order. None of our third-party subcontractors has provided contractual assurances to us that adequate capacity will be available to us to meet future demand for our products. Our subcontractors may allocate capacity to the production of other companies' products while reducing deliveries to us on short notice. Other customers that are larger and better financed than we are or that have long-term agreements with these subcontractors may cause these subcontractors to reallocate capacity to those customers, thereby decreasing the capacity available to us.

Other significant risks associated with relying on these third-party subcontractors include:


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


•	potential price increases;


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


•	increased exposure to potential misappropriation of our intellectual property;


•	shortages of materials used to manufacture products;


•	capacity shortages;


•	labor shortages or labor strikes;


•	political instability in the regions where these subcontractors are located; and


•	natural disasters impacting these subcontractors.

The average selling prices of our products have decreased in the past and may do so in the future, which could harm our financial results.

The products we develop and sell are subject to declines in average selling prices. We have had to reduce our prices in the past and we may be required to reduce prices in the future. Reductions in our average selling prices to one customer could impact our average selling prices to other customers. If we are unable to reduce our associated manufacturing costs this reduction in average selling prices would cause our gross margin to decline. Our financial results will suffer if we are unable to offset any reductions in our average selling prices by increasing our sales volumes, reducing our costs or developing new or enhanced products with higher selling prices or gross margins.

We expect gross margin to vary over time, and our recent level of product gross margin may not be sustainable.

Our product gross margins vary from quarter to quarter, and our recent level of gross margins may not be sustainable and may be adversely affected in the future by numerous factors, including product mix shifts, product transitions, increased price competition in one or more of the markets in which we compete, increases in material or labor costs, excess product component or obsolescence charges from our contract manufacturers, warranty related issues, or the introduction of new products or entry into new markets with different pricing and cost structures.

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

Our quarterly and annual revenues and operating results are difficult to predict and have fluctuated in the past, and may fluctuate in the future, from quarter to quarter and year to year. It is possible that our operating results in some quarters and years will be below market expectations. This would likely cause the market price of our ordinary shares to decline. Our quarterly and annual operating results are affected by a number of factors, many of which are outside of our control, including:


•	unpredictable volume and timing of customer orders, which are not fixed by contract but vary on a purchase order basis;


•	the loss of one or more of our customers, or a significant reduction or postponement of orders from our customers;


•	our customers' sales outlooks, purchasing patterns and inventory levels based on end-user demands and general economic conditions;


•	seasonal buying trends;


•	the timing of new product announcements or introductions by us or by our competitors;


•	our ability to successfully develop, introduce and sell new or enhanced products in a timely manner;


•	changes in the relative sales mix of our products;


•	decreases in the overall average selling prices of our products;


•	changes in the cost of our finished goods; and


•	the availability, pricing and timeliness of delivery of other components used in our customers' products.

We base our planned operating expenses in part on our expectations of future revenues, and a significant portion of our expenses is relatively fixed in the short-term. We have limited visibility into customer demand from which to predict future sales of our products. As a result, it may be difficult for us to forecast our future revenues and budget our operating expenses accordingly. Our operating results would be adversely affected to the extent customer orders are cancelled or rescheduled. If revenues for a particular quarter are lower than we expect, we may not be able to proportionately reduce our operating expenses.

We rely on our ecosystem partners to enhance and drive demand for our product offerings. Our inability to continue to develop or maintain such relationships in the future or our partners' inability to timely deliver technology or product offerings to the market may harm our revenues and ability to remain competitive.

We have developed relationships with third parties, which we refer to as ecosystem partners. Such partners provide their technology products, operating systems, tool support, reference designs and other elements necessary for the sale of our

products into our markets. In addition, introduction of new products into the market by these partners may increase demand for our products. If we are unable to continue to develop or maintain these relationships, or if our ecosystem partners delay or fail to timely deliver their technology or products or other elements to the market, our revenues may be adversely impacted and we might not be able to enhance our customers' ability to commercialize their products in a timely manner and our ability to remain competitive may be harmed.

We rely primarily upon trade secret, patent, trademark, design and copyright laws and contractual restrictions to protect our proprietary rights, and, if these rights are not sufficiently protected, our ability to compete and generate revenues could suffer.

We seek to protect our proprietary manufacturing specifications, documentation and other written materials primarily under trade secret, patent, trademark, design and copyright laws. We also typically require employees and consultants with access to our proprietary information to execute confidentiality agreements. The steps taken by us to protect our proprietary information may not be adequate to prevent misappropriation of our technology. In addition, our proprietary rights may not be adequately protected because:


•	people may not be deterred from misappropriating our technologies despite the existence of laws or contracts prohibiting it;


•	policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, and we may be unable to determine the extent of any unauthorized use; and


•	the laws of other countries in which we market our products, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies.

Reverse engineering, unauthorized copying or other misappropriation of our proprietary technologies could enable third parties to benefit from our technologies without paying us for doing so. Any inability to adequately protect our proprietary rights could harm our ability to compete, generate revenues and grow our business.

We may not obtain sufficient patent protection on the technology embodied in our products, which could harm our competitive position and increase our expenses.

Our success and ability to compete in the future may depend to a significant degree upon obtaining sufficient patent protection for our proprietary technology. Patents that we currently own do not cover all of the products that we presently sell as we have patent applications pending with respect to certain products, while we have not been able to obtain, or choose not to seek, patent protection for other products. Our patent applications may not result in issued patents, and even if they result in issued patents, the patents may not have claims of the scope we seek. Furthermore, any issued patents may be challenged, invalidated or declared unenforceable. Whether or not these patents are issued, the applications may become publicly available and the proprietary information disclosed in the applications will become available to others. The lives of acquired patents may also be of a shorter term depending upon their acquisition dates and the issue dates. The term of any issued patent in the United States and Israel is typically 20 years from its filing date, and if our applications are pending for a long time period, we may have a correspondingly shorter term for any patent that may be issued. Our present and future patents may provide only limited protection for our technology and may not be sufficient to provide competitive advantages to us. For example, competitors could be successful in challenging any issued patents or, alternatively, could develop similar or more advantageous technologies on their own or design around our patents. Also, patent protection in certain foreign countries may not be available or may be limited in scope and any patents obtained may not be as readily enforceable as in the United States and Israel, making it difficult for us to effectively protect our intellectual property from misuse or infringement by other companies in these countries. Our inability to obtain and enforce our intellectual property rights in some countries may harm our business, financial condition and results of operations. In addition, given the costs of obtaining patent protection, we may choose not to protect certain innovations that later on turn out to be important. In such cases, our lack of intellectual property rights may have a material adverse impact on our business, financial condition and results of operations.

If we fail to carefully manage the use of "open source" software in our products, we may be required to license key portions of our products on a royalty-free basis or expose key parts of source code.

Some portion of our software may be derived from "open source" software that is generally made available to the public by its authors and/or other third parties. Such open source software is often made available to us under licenses, such as the GNU General Public License, which impose certain obligations on us in the event we were to create and distribute derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public and/or license such derivative works under a particular type of license, rather than the forms of licenses customarily used to protect our intellectual property. In the event that we inadvertently use open source software without the correct license form or a copyright holder of any open source software were to successfully establish in court that we had not complied with

the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work.

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

The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights. From time to time, we receive notices from competitors and other third parties that claim we have infringed upon, misappropriated or misused other parties' proprietary rights. We may also be required to indemnify some customers and strategic partners under our agreements if a third party alleges or if a court finds that our products or activities have infringed upon, misappropriated or misused another party's proprietary rights. We have received requests from certain customers and strategic partners to include increasingly broad indemnification provisions in our agreements with them. Additionally, our products may contain technology provided to us by other parties such as contractors, suppliers or customers. We may have little or no ability to determine in advance whether such technology infringes upon the intellectual property rights of a third party. Our contractors, suppliers and licensors may not be required to indemnify us in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum amount, above which we would be responsible for any further costs or damages.

Questions of infringement in the markets we serve involve highly technical and subjective analysis. We are not involved in intellectual property litigation today, but litigation may be necessary in the future to enforce any patents we may receive and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity, and we may not prevail in any such future litigation. Litigation, whether or not determined in our favor or settled, could be costly, could harm our reputation and could divert the efforts and attention of our management and technical personnel from normal business operations. In addition, adverse determinations in litigation could result in the loss of our proprietary rights, subject us to significant liabilities, and require us to seek licenses from third parties or prevent us from licensing our technology or selling our products, any of which could seriously harm our business.

In the normal course of business, we enter into agreements with terms and conditions that require us to indemnify the other party against third-party claims alleging that one of our products infringes or misappropriates intellectual property rights, as well as against certain claims relating to property damage, personal injury or acts or omissions relating to supplied products or technologies, or acts or omissions made by us or our agents or representatives. In addition, we are obligated pursuant to indemnification undertakings with our officers and directors to indemnify them to the fullest extent permitted by law and to indemnify venture capital funds that were affiliated with or represented by such officers or directors. If we receive demands for indemnification under these agreements and terms and conditions, they will likely be very expensive to settle or defend, and we may incur substantial legal fees in connection with any indemnity demands. Our indemnification obligations under these agreements and terms and conditions may be unlimited in duration and amount, and could have an adverse effect on our business, financial condition and results of operations.

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

Our business is particularly dependent on the interdisciplinary expertise of our personnel, and we believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, engineering, finance and sales and marketing personnel. The loss of any key employees or the inability to attract or retain qualified personnel could delay the development and introduction of, and harm our ability to sell our products and harm the market's perception of us. Competition for qualified engineers in the markets in which we operate is intense and accordingly, we may not be able to retain or hire all of the engineers required to meet our ongoing and future business needs. If we are unable to attract and retain the highly skilled professionals we need, we may have to forego projects for lack of resources or be unable to staff projects optimally. We believe that our future success is highly dependent on the contributions of our president and CEO and other senior executives. We do not have long-term employment contracts with our president and CEO or any other key personnel, and their knowledge of our business and industry would be extremely difficult to replace.

In an effort to retain key employees, we may modify our compensation policies by, for example, increasing cash compensation to certain employees and/or modifying existing share options. These modifications of our compensation policies and the requirement to expense the fair value of share options, restricted share units ("RSUs"), and performance share units awarded to employees and officers may increase our operating expenses and result in the dilution of the holders of our ordinary shares. We cannot be certain that these and any other changes in our compensation policies will or would improve our ability to attract, retain and motivate employees. Our inability to attract and retain additional key employees and the increase in share-based compensation expense could each have an adverse effect on our business, financial condition and results of operations.

We may pursue acquisitions of other companies or new or complementary products, technologies and businesses, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.

Our growth depends upon market growth, our ability to enhance our existing products, and our ability to introduce new products on a timely basis. Consistent with the terms of the Merger Agreement, we intend to continue to address the need to develop new products and enhance existing products through acquisitions of other companies, product lines, technologies, and personnel.

Acquisitions create additional material risk factors for our business that could cause our results to differ materially and adversely from our expected or projected results. Such risk factors include:


•	difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired companies, particularly companies with large and widespread operations and/or complex products;


•	the diversion of management's attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions;


•	possible disruption to the continued expansion of our product lines;


•	potential changes in our customer base and changes to the total available market for our products;


•	reduced demand for our products;


•	potential difficulties in completing projects associated with in-process research and development intangibles;


•	the use of a substantial portion of our cash resources and incurrence of significant amounts of debt;


•	significantly increase our interest expense, leverage and debt service requirements as a result of incurring debt;


•	the impact of any such acquisition on our financial results;


•	internal controls may become more complex and may require significantly more resources to ensure they remain effective;


•	negative customer reaction to any such acquisition; and


•	assuming the liabilities of the acquired company.

Acquisitions present a number of other potential risks and challenges that could disrupt our business operations. For example, we may not be able to successfully negotiate or finance the acquisition on favorable terms. If an acquired company also has inventory that we assume, we will be required to write up the carrying value of that inventory to its fair value. When that inventory is sold, the gross margins for those products are reduced and our gross margins for that period are negatively affected. Furthermore, the purchase price of any acquired businesses may exceed the current fair values of the net tangible assets of such acquired businesses. As a result, we would be required to record material amounts of goodwill, acquired in-process research and development and other intangible assets, which could result in significant impairment and acquired in-process research and development charges and amortization expense in future periods. These charges, in addition to the results of operations of such acquired businesses and potential restructuring costs associated with an acquisition, could have a material adverse effect on our business, financial condition and results of operations. We cannot forecast the number, timing or size of future acquisitions, or the effect that any such acquisitions might have on our operating or financial results. Furthermore, potential acquisitions, whether or not consummated, will divert our management's attention and may require considerable cash outlays at the expense of our existing operations. In addition, to complete future acquisitions, we may issue equity securities, incur debt, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could adversely affect our profitability.

We have made and may in the future pursue investments in other companies, which could harm our operating results.

We have made, and could make in the future, investments in technology companies, including privately-held companies in the development stage. Many of these private equity investments are inherently risky because these businesses may never develop, and we may incur losses related to these investments. In addition, we have written down the carrying value of these investments in the past and may be required to write down the carrying value of these investments in the future to reflect other-than-temporary declines in their value, which could have a material adverse effect on our business, financial position and results of operations.

We may not be able to manage our future growth effectively, and we may need to incur significant expenditures to address the additional operational and control requirements of our growth.

We are experiencing a period of company growth and expansion. This expansion has placed, and any future expansion will continue to place, a significant strain on our management, personnel, systems and financial resources. We plan to hire additional employees to support an increase in research and development and strengthen our sales and marketing and general and administrative efforts. To successfully manage our growth, we believe we must effectively:


•	manage and enhance our relationships with customers, distributors, suppliers, end users and other third parties;


•	implement additional, and enhance existing, administrative, financial and operations systems, procedures and controls;


•	address capacity shortages;


•	manage inventory levels;


•	expand and upgrade our technological capabilities;


•	manage the challenges of having U.S., Israeli and other foreign operations; and


•	hire, train, integrate and manage additional qualified engineers for research and development activities as well as additional personnel to strengthen our sales and marketing, financial and IT functions.

Managing our growth may require substantial managerial and financial resources and may increase our operating costs even though these efforts may not be successful. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, develop new products, satisfy customer requirements, execute our business plan or respond to competitive pressures, in which case our business, financial conditions and results of operations may be adversely affected.

We are subject to risks associated with our distributors' product inventories.

We sell many of our products to customers through distributors who maintain their own inventory of our products for sale to dealers and end customers. We allow limited price adjustments on sales to distributors. Prior to January 1, 2018, we recognized revenues for sales to distributors upon sell through by the distributors, net of estimated allowances for price adjustments. Upon the adoption of the new revenue standards effective January 1, 2018, we began recognizing revenue on sales to distributors upon shipment and transfer of control (known as "sell-in" revenue recognition), net of the estimated allowances for price adjustments. We have extended these programs to certain distributors in the United States, Asia and Europe and may extend them on a selective basis to some of our other distributors in these geographies. The allowances for distributor price adjustments are based on judgments and estimates, using historical experience rates, inventory levels in distribution, current trends and other factors, and there could be material differences between actual amounts and our estimates.

If our distributors are unable to sell an adequate amount of their inventory of our products in a given quarter to dealers and end customers or if they decide to decrease their inventories for any reason, such as adverse global economic conditions or a downturn in technology spending, our sales to these distributors and our revenues may decline. We also face the risk that our distributors may purchase, or for other reasons accumulate, inventory levels of our products in any particular quarter in excess of future anticipated sales to end customers. If such sales do not occur in the time frame anticipated by these distributors for any reason, these distributors may substantially decrease the amount of product they order from us in subsequent periods until their inventory levels realign with end-customer demand, which would harm our business and could adversely affect our revenues in such subsequent periods.

We do not always have a direct relationship with the end customers of our products sold through distributors. As a result, our products may be used in applications for which they were not necessarily designed or tested, and they may not perform as anticipated in such applications. In such event, failure of even a small number of parts could result in significant liabilities to us, damage our reputation and harm our business and results of operations.

Certain of our customers and suppliers require us to comply with their codes of conduct, which may include certain restrictions that may substantially increase our cost of doing business as well as have an adverse effect on our operating efficiencies, operating results and financial condition.

Certain of our customers and suppliers require us to agree to comply with the Electronic Industry Code of Conduct ("EICC") or their own codes of conduct, which may include detailed provisions on labor, human rights, health and safety, environment, corporate ethics and management systems. Certain of these provisions are not requirements under the laws of the countries in which we operate and may be burdensome to comply with on a regular basis. Moreover, new provisions may be added or material changes may be made to any these codes of conduct, and we may have to promptly implement such new provisions or changes, which may substantially further increase the cost of our business, be burdensome to implement and

adversely affect our operational efficiencies and operating results. If we violate any such codes of conduct, we may lose further business with the customer or supplier and, in addition, we may be subject to fines from the customer or supplier. While we believe that we are currently in compliance with our customers and suppliers' codes of conduct, there can be no assurance that, from time to time, if any one of our customers and suppliers audits our compliance with such code of conduct, we would be found to be in full compliance. A loss of business from these customers or suppliers could have a material adverse effect on our business, financial condition and results of operations.

We may experience defects in our products, unforeseen delays, higher than expected expenses or lower than expected manufacturing yields of our products, which could result in increased customer warranty claims, delays of our product shipments and prevent us from recognizing the benefits of new technologies we develop.

Our products may contain defects and errors. Product defects and errors could result in additional development costs, diversion of technical resources, delayed product shipments, increased warranty-related returns, including wide-scale product recalls, warranty expenses and product liability claims against us which may not be fully covered by insurance. Our products are complex and our quality control tests and procedures may fail to detect any such defects or errors. Delivery of products with defects or reliability, quality or compatibility problems may damage our reputation and our ability to retain existing customers and attract new customers. As a result, defects in our products could have an adverse effect on our business, financial condition and results of operations.

In addition, our production of existing and development of new products can involve multiple iterations and unforeseen manufacturing difficulties, resulting in reduced manufacturing yields, delays and increased expenses. The evolving nature of our products requires us to modify our manufacturing specifications, which may result in delays in manufacturing output and product deliveries. We rely on a limited number of third parties to manufacture our products. Our ability to offer new products depends on our manufacturers' ability to implement our revised product specifications, which is costly, time-consuming and complex.

We have significant intangible assets and goodwill. Consequently, the future impairment of our intangible assets and goodwill, if any, may significantly impact our profitability.

Our intangible assets and goodwill are significant. As of March 31, 2019 , we had recorded $640.6 million of intangible assets, net and goodwill primarily related to our past acquisitions. Intangible assets and goodwill are subject to an impairment analysis whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Additionally, goodwill and indefinite-lived assets are subject to an impairment test at least annually. The impairment of any goodwill and other intangible assets may have a negative impact on our condensed consolidated results of operations.

Unanticipated changes in our tax provisions or adverse outcomes resulting from examination of our income tax returns could adversely affect our results of operations.

We are subject to income taxes in Israel, the United States and various foreign jurisdictions. Our effective income tax rate could be adversely affected by changes in tax laws or interpretations of those tax laws, by changes in the mix of earnings in countries with differing statutory tax rates, or by changes in the valuation of our deferred tax assets and liabilities.

Our effective income tax rates are also affected by intercompany transactions for sales, services, funding and other items. Given the increased global scope of our operations, and the complexity of global tax and transfer pricing rules and regulations, it has become increasingly difficult to estimate earnings within each tax jurisdiction. If actual earnings within a tax jurisdiction differ materially from our estimates or new information is discovered in the course of our tax return preparation process, we may not achieve our expected effective tax rate. Additionally, our effective tax rate may be affected by the tax effects of acquisitions, restructuring activities, newly enacted tax legislation, share-based compensation and uncertain tax positions. Finally, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities which may result in the assessment of additional income taxes. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. However, unanticipated outcomes from these examinations could have a material adverse effect on our business, financial condition and results of operations.

Changes to financial accounting standards may affect our results of operations and cause us to change our business practices.

We prepare our financial statements to conform to GAAP in the United States. These accounting principles are subject to interpretation by the FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting policies. A change in those policies can have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

We must comply with a variety of existing and future laws and regulations that could impose substantial costs on us and may adversely affect our business.

We are subject to various state, federal and international laws and regulations governing the environment, including restricting the presence of certain substances in electronic products and making producers of those products financially responsible for the collection, treatment, recycling and disposal of those products. In addition, we are also subject to various industry requirements restricting the presence of certain substances in electronic products. Although our management systems are designed to maintain compliance, we cannot assure you that we have been or will be at all times in complete compliance with such laws and regulations. If we violate or fail to comply with any of them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal and civil liabilities or other sanctions.

We and our customers are also subject to various import and export laws and regulations. Government export regulations apply to the encryption or other features contained in some of our products. If we fail to continue to receive licenses or otherwise comply with these regulations, we may be unable to manufacture the affected products or ship these products to certain customers, or we may incur penalties or fines.

We are also subject to regulations concerning the supply of certain minerals coming from the conflict zones in and around the Democratic Republic of Congo ("DRC"). The Dodd-Frank Wall Street Reform and Consumer Protection Act includes disclosure requirements regarding the use of certain minerals mined from the DRC and adjoining countries and procedures regarding a manufacturer's efforts to identify sourcing of such conflict minerals. These requirements could affect the sourcing and availability of minerals used in the manufacture of semiconductor devices.

As a result, this could limit the pool of suppliers who can provide us confirmation that the components and parts we source are considered DRC "conflict free," and we may not be able to confirm that we have obtained products or supplies that can be confirmed as DRC "conflict free" in sufficient quantities for our operations. Also, because our supply chain is complex, we may face reputational challenges with our customers, shareholders and other stakeholders if we are unable to sufficiently verify the origins for the minerals used in our products.

The costs of complying with these laws could adversely affect our current or future business. In addition, future regulations may become more stringent or costly and our compliance costs and potential liabilities could increase, which may harm our current or future business.

If we fail to maintain an effective system of internal controls, we may not be able to report accurately our financial results or prevent material fraud. As a result, current and potential shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our ordinary shares.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent material fraud. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. We have incurred, and expect to continue to incur significant expenses and to devote significant management resources to Section 404 compliance. Furthermore, as we grow our business or acquire businesses, our internal controls may become more complex and we may require significantly more resources to ensure they remain effective. Failure to implement required new or improved controls, or difficulties encountered in their implementation, either in our existing business or in businesses that we may acquire could harm our operating results or cause us to fail to meet our reporting obligations. In the event that our CEO, CFO or independent registered public accounting firm determine that our internal controls over financial reporting are not effective as defined under Section 404, investor perceptions of our company may be adversely affected and may cause a decline in the market price of our ordinary shares.

We may be subject to disruptions or failures in information technology systems and network infrastructures, including theft, misuse of our electronic data or cyber-attacks that could have a material adverse effect on us.

We rely on the efficient and uninterrupted operation of complex information technology systems and network infrastructures to operate our business. We also hold large amounts of data in various data center facilities upon which our business depends. A disruption, infiltration or failure of our information technology systems or any of our data centers as a result of software or hardware malfunctions, system implementations or upgrades, computer viruses, third-party security breaches, attempts by others that try to gain unauthorized access through the Internet to our information technology systems, employee error, theft or misuse, malfeasance, power disruptions, natural disasters or accidents could cause breaches of data security, loss of intellectual property and critical data and the release and misappropriation of sensitive competitive information and partner, customer and employee personal data. These attempts may be the result of industrial or other espionage, or actions by hackers seeking to harm us, our products, or our end users. Any of these events could harm our competitive position, result

in a loss of customer confidence, cause us to incur significant costs to remedy any damages and ultimately materially adversely affect our business, financial condition and results of operations.

While we have implemented a number of protective measures, including firewalls, antivirus, patches, log monitors, routine back-ups, system audits, routine password modifications and disaster recovery procedures, such measures may not be adequate or implemented properly to prevent or fully address the adverse effect of such events, and in some cases we may be unaware of an incident or its magnitude and effects.

In addition, our third-party subcontractors, including our foundries, test and assembly houses and distributors, have access to certain portions of our sensitive data. In the event that these subcontractors do not properly safeguard our data that they hold, security breaches and loss of our data could result. Any such loss of data by our third-party service providers, or theft, unauthorized use or publication of our trade secrets and other confidential business information as a result of such cyber threats, could adversely affect our competitive position and reduce marketplace acceptance of our products; the value of our investment in research and development and marketing could be reduced; and third parties may assert against us or our customers claims related to resulting losses of confidential or proprietary information or end-user data, or system reliability. Any such event could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events.

Our operations take place across the globe, including in areas such as the San Francisco Bay Area and Asia Pacific nations that are known for seismic activity. A significant natural disaster, such as an earthquake, fire or flood or tsunami, in any location in which our operations or the operations of our customers or suppliers take place could have a material adverse impact on our business, financial condition and results of operations. To the extent that such disruptions result in delays or cancellations of customer orders, or the deployment of our products, our business, financial condition and results of operations would be adversely affected.

Risks Related to Operations in Israel and Other Foreign Countries

Regional instability in Israel may adversely affect business conditions and may disrupt our operations and negatively affect our revenues and profitability.

We have engineering facilities, corporate and sales support operations located in Israel. A significant number of our employees and a material amount of assets are located in Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors, as well as incidents of civil unrest. These conflicts negatively affected business conditions in Israel. In addition, Israel and companies doing business with Israel have, in the past, been the subject of an economic boycott. In addition, there has been recent civil unrest in the Middle East and surrounding areas, including Egypt, Jordan, Iraq, Syria and Libya. Any future armed conflicts or political instability in the region may negatively affect business conditions and adversely affect our results of operations. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in the agreements.

The security and political conditions may have an impact on our business in the future. Hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could adversely affect our operations and could make it more difficult for us to raise capital. Our Israeli operations are within range of Hezbollah or Hamas missiles and we or our immediate surroundings may sustain damages in a missile attack, which could adversely affect our operations.

In addition, our business insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained. Any losses or damages incurred by us as a result of such events could have a material adverse effect on our business, financial condition and results of operations.

Our operations may be negatively affected by the obligations of our personnel to perform military service.

Generally, all non-exempt male adult citizens and permanent residents of Israel under the age of 45 (or older, for citizens with certain occupations), including some of our employees, are obligated to perform military reserve duty for Israel annually, and are subject to being called to active duty at any time under emergency circumstances. In the event of severe unrest or other conflict, individuals could be required to serve in the military for extended periods of time. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists, and some of our employees, including those in

key positions, have been called upon in connection with armed conflicts. It is possible that there will be additional call-ups in the future. Our operations could be disrupted by the absence for a significant period of one or more of our officers, directors or key employees due to military service. Any such disruption could adversely affect our operations.

Our operations may be affected by labor unrest in Israel.

In the past, there have been several general strikes and work stoppages in Israel affecting all banks, airports and ports. These strikes had an adverse effect on the Israeli economy and on business, including our ability to deliver products to our customers and to receive raw materials from our suppliers in a timely manner. From time to time, the Israeli trade unions threaten strikes or work stoppages, which, if carried out, may have a material adverse effect on the Israeli economy and our business.

We are susceptible to additional risks from our international operations.

We derived 64% and 62% of our revenues in the three months ended March 31, 2019 and 2018 , respectively, from sales outside of the United States. As a result, we face additional risks from doing business internationally, including:


•	reduced protection of intellectual property rights in some countries;


•	difficulties in staffing and managing foreign operations;


•	longer sales and payment cycles;


•	greater difficulties in collecting accounts receivable;


•	adverse economic conditions;


•	seasonal reductions in business activity;


•	potentially adverse tax consequences;


•	laws and business practices favoring local competition;


•	costs and difficulties of customizing products for foreign countries;


•	compliance with a wide variety of complex foreign laws and treaties;


•	compliance with the United States' Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;


•	compliance with export control and regulations;


•	licenses, tariffs, other trade barriers, transit restrictions and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, including the tariffs recently enacted and proposed by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods, the scope and duration of which remain uncertain;


•	restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments;


•	foreign currency exchange risks;


•	fluctuations in freight rates and transportation disruptions;


•	political and economic instability;


•	variance and unexpected changes in local laws and regulations;


•	natural disasters and public health emergencies; and


•	trade and travel restrictions.

We sell our products into many countries and we also source many components and materials for our products from various countries. Such global resourcing enables us to minimize or mitigate the impact of tariffs and other regulatory taxes or duties. Nonetheless, the recently imposed U.S. tariffs could have a negative impact on our business, financial condition or results of operations. Further, an increase in tariffs or the imposition of additional tariffs and the potential escalation of a trade war and retaliatory measures could adversely affect our business, financial condition or results of operations.

A significant legal risk associated with conducting business internationally is compliance with various and differing anti-corruption and anti-bribery laws and regulations of the countries in which we do business, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in China. In addition, the anti-corruption laws in various countries are constantly evolving and may, in some cases, conflict with each other. Our Code of Ethics and Business Conduct and other policies prohibit us and our employees from offering or giving anything of value to a government official for the purpose of obtaining or retaining business and from engaging in unethical business practices, including kick-backs to or from purely private parties. However, there can be no assurance that all of our employees or agents will refrain from acting in violation of such laws and our related anti-corruption policies and procedures. Any violations of these anti-corruption or trade control laws, or even allegations of such violations, can lead to an investigation, which could disrupt our operations, involve significant management distraction, and lead to significant costs and expenses, including legal fees. If we, or our employees or agents acting on our behalf, are found to have engaged in practices that violate these laws and regulations, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our reputation, sales activities or stock price could be adversely affected if we become the subject of any negative publicity related to actual or potential violations of anti-corruption, anti-bribery, or trade control laws and regulations.

Our principal research and development facilities are located in Israel, and our directors, executive officers and other key employees are located primarily in Israel and the United States. In addition, we engage sales representatives in various countries throughout the world to market and sell our products in those countries and surrounding regions. If we encounter any of the above risks in our international operations, we could experience slower than expected revenue growth and our business could be harmed.

The results of the United Kingdom's referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

The United Kingdom ("U.K.") held a referendum in June 2016 in which a majority of voters approved an exit from the European Union ("Brexit"). In March 2017, the U.K. began the process to exit the European Union. Negotiations are in progress to determine the future terms of the U.K.'s relationship with the European Union, including, among other things, the terms of trade between the U.K. and the European Union. The effects of Brexit will depend on any agreements the U.K. may reach to retain access to European Union markets either during a transitional period or more permanently. In addition, the exit of the U.K from the European Union could lead to legal and regulatory uncertainty and potentially divergent treaties, laws and regulations as the U.K. determines which European Union treaties, laws and regulations to replace or replicate, including those governing manufacturing, labor, environmental, data protection/privacy, competition and other matters applicable to the semiconductor industry. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our ordinary shares.

Provisions of Israeli law may delay, prevent or make difficult an acquisition of our company, which could prevent a change of control and therefore depress the price of our shares.

The Israeli Companies Law, 1999 (the "Companies Law") generally requires that a merger be approved by the board of directors and by the general meeting of the shareholders. Upon the request of any creditor of a merging company, a court may delay or prevent the merger if it concludes that there is a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy its obligations. In addition, a merger may not be completed unless at least (i) 50 days have passed since the filing of the merger proposal with the Israeli Registrar of Companies and (ii) 30 days have passed since the merger was approved by the shareholders of each of the merging companies.

Also, in certain circumstances, an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would hold 25% or more of the voting rights in the company (unless there is already a 25% or greater shareholder of the company) or more than 45% of the voting rights in the company (unless there is already a shareholder that holds more than 45% of the voting rights in the company). If, as a result of an acquisition, the acquirer would hold more than 90% of a company's shares or voting rights, the acquisition must be made by means of a tender offer for all of the shares.

In addition, the Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including rights that may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization of a new class of shares would require an

amendment to our articles of association, which requires the prior approval of the holders of a majority of our shares at a general meeting.

These provisions could delay, prevent or impede an acquisition of us, even if such an acquisition would be considered beneficial by some of our shareholders.

Exchange rate fluctuations between the U.S. dollar and the New Israeli Shekels ("NIS") may negatively affect our earnings.

We derive all of our revenues in U.S. dollars. The U.S. dollar is our functional and reporting currency in all of our foreign locations. However, a significant portion of our liabilities, as well as our operating expenses, consisting principally of salaries and related personnel costs and facilities expenses, are denominated in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS. To the extent that the value of the NIS increases against the U.S. dollar, our expenses on a U.S. dollar cost basis will increase. We cannot predict any future trends in the rate of appreciation of the NIS against the U.S. dollar. If the U.S. dollar cost of our salaries and related personnel costs and facilities expenses in Israel increases, our dollar-measured results of operations will be adversely affected. Our operations also could be adversely affected if we are unable to hedge against currency fluctuations in the future. Further, because all of our international revenues are denominated in U.S. dollars, a strengthening of the dollar versus other currencies could make our products less competitive in foreign markets and the collection of our receivables more difficult. To help manage this risk we have been engaged in foreign currency hedging activities, comprised of currency derivative instruments and natural hedges.

Our cost in Israel in U.S. dollar terms will also increase if inflation in Israel exceeds the devaluation of the NIS against the U.S. dollar or if the timing of such devaluation lags behind inflation in Israel.

The government tax benefits that we currently receive require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs.

According to the Israeli Law for Encouragement of Capital Investments, 1959 ("the Encouragement Law"), the Company's operations in Israel were granted "Approved Enterprise" status by the Investment Center in the Israeli Ministry of Economy and Industry and "Beneficiary Enterprise" status by the Israeli Income Tax Authority. The Company is eligible for tax benefits under the Encouragement Law with respect to its income derived from its Approved and Beneficiary Enterprises. The availability of these tax benefits is subject to certain requirements, including, among other things, making specified investments in fixed assets and equipment, financing a percentage of those investments with our capital contributions, complying with our marketing program which was submitted to the Investment Center, filing of certain reports with the Investment Center, export requirements, limiting manufacturing outside of Israel and complying with Israeli intellectual property laws. If we do not meet these requirements in the future, these tax benefits may be cancelled and we could be required to refund any tax benefits that we have already received plus interest and penalties thereon. The tax benefits that our current "Approved Enterprise" and "Beneficiary Enterprise" program receives may not be continued in the future at their current levels or at all. If these tax benefits were reduced or eliminated, the amount of taxes that we pay would likely increase, which could adversely affect our results of operations. Additionally, if we increase our activities outside of Israel, for example, by acquisitions, our increased activities may not be eligible for inclusion in Israeli tax benefit programs.

On December 29, 2016, the Israeli government legislated new regulations regarding the "Preferred Technological Enterprise" regime, under which a company that complies with the terms may be entitled to certain tax benefits. The Company expects that its operation in Israel will comply with the terms of the Preferred Technological Enterprise regime. Therefore, the Company may utilize the tax benefits under this regime after the end of the benefit period of its Approved and Beneficiary Enterprise statuses (i.e., from fiscal year 2022 onwards). The tax rates under the new regime will be higher than those under our current regime. See Note 12, "Income taxes" for more details.

If we elect to distribute dividends or buy back our shares using exempt income derived from "Approved/Beneficiary Enterprise" income, we will be subject to tax on the gross amount distributed or used in a buyback. The tax rate will be the rate at which the income would have been subject to tax had it not been exempt. This rate is generally between 10% and the corporate tax rate in Israel, depending on the percentage of our shares held by foreign shareholders. The dividend recipient or the shareholder from whom we buy back the shares is subject to withholding tax at the source at the reduced rate applicable to dividends or buybacks from Approved Enterprises, which is 15% if we distribute dividends or buy back shares during the tax exemption period (subject to the applicable double tax treaty) or within 12 years after the period. This 12-year limitation does not apply to foreign investment companies. The Encouragement Law has defined certain actions that are deemed as dividend distributions and would trigger the recapture of tax benefits.

The Israeli government grants that we received require us to meet various conditions and restrict our ability to manufacture and engineer products and transfer know-how outside of Israel and require us to satisfy specified conditions.

We have received grants from the Israeli Innovation Authority, formerly known as the Office of the Chief Scientist of Israel's Ministry of Economy and Industry (the "IIA"), for the financing of a portion of our research and development expenditures in Israel. When know-how is developed using or in connection with IIA grants, we are subject to restrictions on transfer of the know-how, including outside of Israel. Transfer of know-how outside of Israel requires pre-approval by the IIA which may at its sole discretion grant such approval and impose certain conditions, and is subject to the payment to IIA of a transfer fee or license fees, calculated according to the formulas provided in the Israeli Law for Encouragement of Research, Development and Technological Innovation in Industry, 1984 (the "R&D Law") which takes into account, inter alia, the consideration for such know-how paid to us in the transaction in which the technology is transferred. In general, transfer fees are no less than the funding received plus interest less the royalties already paid for the transferred know-how and are not higher than six times the amount of the grants received by the company. In addition, any decrease of the percentage of manufacturing performed in Israel, as originally declared in the application to the IIA, requires us to obtain the approval of the IIA and may result in increased amounts to be paid to the IIA as well as in increased royalty rate. Transfer of know-how to another Israeli entity requires the approval of IIA as well as full or partial assumption of the liabilities to IIA by the other entity. These restrictions may impair our ability to enter into agreements for those products or technologies without the approval of the IIA. We cannot be certain that any approval of the IIA will be obtained on terms that are acceptable to us, or at all. Furthermore, in the event that we undertake a transaction involving the transfer to a non-Israeli entity of technology developed with IIA funding pursuant to a merger or similar transaction, the consideration available to our shareholders may be reduced by the amounts we are required to pay to the IIA. Any approval, if given, will generally be subject to additional financial obligations. If we fail to comply with the conditions imposed by the IIA, we may be required to refund any payments previously received, together with interest and penalties as well as tax benefits. Also, failure to meet the restrictions concerning transfer of know-how outside of Israel may trigger criminal liability. The restrictions regarding the use and transfer of know-how (including for the purpose of manufacturing) apply also to any IIA programs that are under a royalty payments agreement and to non-royalty-bearing programs.

It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities law claims in Israel.

We are incorporated in Israel. Three of our executive officers and two of our directors, one of whom is also an executive officer, are non-residents of the United States and are located in Israel, and a significant amount of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult to enforce a judgment obtained in the United States against us or any of the above persons in Israel.

In addition, it may be difficult for a shareholder to enforce civil liabilities under U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved in an Israeli court as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

Your rights and responsibilities as a shareholder will be governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S. law.

We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our amended and restated articles of association and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and other shareholders and to refrain from abusing his, her or its power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters.

Risks Related to Our Ordinary Shares

The price of our ordinary shares may continue to be volatile, and the value of an investment in our ordinary shares may decline.

Factors that could cause volatility in the market price of our ordinary shares include, but are not limited to:


•	quarterly variations in our results of operations or those of our competitors;


•	announcements by us, our competitors, our customers or rumors from sources other than our company related to acquisitions, new products, significant contracts, commercial relationships, capital commitments or changes in the competitive landscape;


•	our ability to develop and market new and enhanced products on a timely basis;


•	disruption to our operations;


•	geopolitical instability;


•	the emergence of new sales channels in which we are unable to compete effectively;


•	any major change in our board of directors or management;


•	changes in financial estimates, including our ability to meet our future revenue and operating profit or loss projections;


•	changes in governmental regulations or in the status of our regulatory approvals;


•	general economic conditions and slow or negative growth of related markets;


•	anticompetitive practices of our competitors;


•	commencement of, or our involvement in, litigation;


•	whether our operating results meet our guidance or the expectations of investors or securities analysts;


•	continuing international conflicts and acts of terrorism; and


•	changes in accounting rules.

We may need to raise additional capital, which might not be available or which, if available, may be on terms that are not favorable to us.

We may need to raise additional funds, and we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all. If we issue equity securities to raise additional funds, the ownership percentage of our shareholders would be diluted, and the new equity securities may have rights, preferences or privileges senior to those of existing holders of our ordinary shares. If we borrow money, we may incur significant interest charges, which could harm our profitability. Holders of debt may also have certain rights, preferences or privileges senior to those of existing holders of our ordinary shares. If we cannot raise needed funds on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, which could harm our business, financial condition and results of operations.

If we sell our ordinary shares in future financings, holders of ordinary shares could experience immediate dilution and, as a result, the market price of our ordinary shares may decline.

We may from time to time issue additional ordinary shares at a discount from the current trading price of our ordinary shares. As a result, holders of our ordinary shares would experience immediate dilution upon the purchase of any ordinary shares sold at such discount. In addition, as opportunities present themselves, we may enter into equity or debt financings or similar arrangements in the future, including the issuance of convertible debt securities, preferred shares or ordinary shares. If we issue ordinary shares or securities convertible into ordinary shares, holders of our ordinary shares could experience dilution.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our ordinary shares or if our operating results do not meet their expectations, the market price of our ordinary shares could decline.

The trading market for our ordinary shares could be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the price of our ordinary shares or trading volume in our ordinary shares to decline. Moreover, if one or more of the analysts who cover our company downgrades our ordinary shares or if our operating results do not meet their expectations, the market price of our ordinary shares could decline.

Provisions of our articles of association could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our shareholders, and could make it more difficult for shareholders to change management.

Provisions of our amended and restated articles of association may discourage, delay or prevent a merger, acquisition or other change in control that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempt by our shareholders to replace or remove our current management by making it more difficult to replace or remove our board of directors. These provisions include:


•	no cumulative voting;


•	a requirement for the approval of the shareholders of at least a majority of the voting power of the Company for any merger involving the Company;


•	a requirement for the approval of at least 75% of the voting power represented at the general meeting of the shareholders for the removal of any director from office, and election of any director instead of the director so removed; and


•	an advance notice requirement for shareholder proposals and nominations.

Furthermore, Israeli tax law treats some acquisitions, particularly share-for-share swaps between an Israeli company and a foreign company, less favorably than U.S. tax law. Under certain circumstances and subject to receiving a ruling from the Israeli Income Tax Authority, Israeli tax law generally provides that a shareholder who exchanges our shares for shares that are listed for trading on a securities exchange in a foreign corporation is treated as if the shareholder has sold the shares. In such a case, the shareholder will generally be subject to Israeli taxation on any capital gains from the sale of shares (after two years, with respect to one half of the shares, and after four years, with respect to the balance of the shares, in each case unless the shareholder sells such shares at an earlier date), unless a relevant tax treaty between Israel and the country of the shareholder's residence exempts the shareholder from Israeli tax, resulting in taxation before disposition of the investment in the foreign corporation. For a further discussion of Israeli laws relating to mergers and acquisitions, please see " Risk Factors - Risks Related to Operations in Israel and Other Foreign Countries - Provisions of Israeli law may delay, prevent or make difficult an acquisition of our company, which could prevent a change of control and therefore depress the price of our shares ." These provisions in our amended and restated articles of association and other provisions of Israeli law could limit the price that investors are willing to pay in the future for our ordinary shares.

We have never paid cash dividends on our share capital, and, while the Board regularly reviews our cash position and uses for cash, we do not anticipate paying any cash dividends in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our ordinary shares will be your sole source of gain for the foreseeable future.

We may incur increased costs as a result of changes in laws and regulations relating to corporate governance matters.

Changes in the laws and regulations affecting public companies, including Israeli laws, rules adopted by the SEC, the Nasdaq Stock Market, the FASB and the Public Company Accounting Oversight Board, may result in increased costs to us as we respond to their requirements. These laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 — MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 — OTHER INFORMATION

Not applicable.

ITEM 6 — EXHIBITS



2.1	(1)		*	Agreement and Plan of Merger, dated as of March 10, 2019, by and between NVIDIA Corporation, NVIDIA International Holdings, Inc., Teal Barvaz Ltd. and Mellanox Technologies, Ltd.
3.1	(2)			Amended and Restated Articles of Association of Mellanox Technologies, Ltd. (as amended on May 24, 2018).
10.1		†	**	Technology License Agreement, dated as of January 21, 2019, by and between Mellanox Technologies, Ltd. and H3C Technologies Co.
31.1		†		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		†		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		†		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		†		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		†		XBRL Instance Document
101.SCH		†		XBRL Taxonomy Extension Schema Document
101.CAL		†		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		†		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		†		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		†		XBRL Taxonomy Extension Definition Linkbase Document

_______________________________________________________________________________


(1)	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-33299) filed on March 11, 2019.


(2)	Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-33299) filed on August 3, 2018.

† Filed herewith.


*	The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules to the SEC upon request.


**	Portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

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.



Date:	May 9, 2019	Mellanox Technologies, Ltd.


		/s/ Doug Ahrens
		Doug Ahrens
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

Exhibit 10.1

EXECUTION VERSION

Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (this “ Agreement ”) is entered into as of January 21, 2019 (“ Effective Date ”) by and between Mellanox Technologies Ltd., an Israeli company, with its principal place of business at 26 HaKidma St., Ofer Industrial Park, Yokneam 2069200, Israel (“ Mellanox ”) and H3C Technologies Co., Limited, a Hong Kong company, with its principal place of business at Room 2301, Caroline Ctr Lee Gardens Two, 28 Yun Ping Road Causeway Bay, Hong Kong (“ H3C ”). Mellanox and H3C may be referred to in this Agreement, individually, as a “ Party ,” and collectively, as the “ Parties ”.

RECITALS

WHEREAS , Mellanox is an Israeli company engaged in the development and supply of end-to-end interconnect solutions for data center servers and storage systems;

WHEREAS , H3C is a leading provider of digital telecommunications equipment;

WHEREAS , H3C desires to license from Mellanox certain intellectual property owned by Mellanox and relating to Mellanox's [****] for H3C’s use in the design and manufacture of semiconductor integrated circuit products proprietary to H3C;

WHEREAS , in connection with such license, the Parties desire for Mellanox to provide to H3C certain technical support and other services related to H3C’s development of such integrated circuit products, all in accordance with the terms and conditions of this Agreement; and

WHEREAS , in connection with license and this Agreement, the Parties desire to enter into a strategic supply arrangement, pursuant to which H3C will commit to purchase from certain minimum volumes of Mellanox products.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants contained herein, the Parties hereby agree as follows:

AGREEMENT

1. DEFINITIONS.

Section 1.1. For purposes of this Agreement the following capitalized terms will have the meanings set forth below:

“ Affiliate(s) ” means, as to any entity, any other entity which is (i) directly or indirectly controlling such first entity; (ii) under the same direct or indirect control as such first entity; or (iii) which is directly or indirectly controlled by such first entity (such controlled entity being a

[****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

“ Subsidiary ”). For purpose of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock or other voting interests in an entity, or the ability to direct the affairs and/or to control the composition of the board of directors or equivalent body of an entity. An entity will be deemed an Affiliate (or Subsidiary) only for so long as such control exists during the term of this Agreement.

“ Background Technology ” means, with respect to a Party, all Technology developed, authored, created or acquired by or for such Party or its Affiliates either (i) prior to the commencement of this Agreement or (ii) independently of its activities under this Agreement and without any use of any information, data or other materials provided by the other Party under this Agreement. For the avoidance of doubt, all Licensed Technology constitutes Mellanox Background Technology.

“ Change in Control ” means any of the following transactions: (a) the sale or other transfer to any person of more than fifty percent (50%) of the total combined voting power of a Party’s outstanding voting capital stock in one or more related transactions; or (b) the sale or other transfer of all or substantially all of the assets of a Party in one or more related transactions; (c) a merger, consolidation or acquisition of a Party with, by or into another corporation (or series of related transactions culminating in such merger, consolidation or acquisition), except for a transaction the principal purpose of which is to change such Party’s state of domicile, or (d) any merger, consolidation or acquisition or series of related transactions culminating in such merger, consolidation or acquisition in which a Party is the surviving entity but in which more than fifty percent (50%) of the total combined voting power of such Party’s outstanding voting capital stock are transferred to a person or persons different from those who held such voting capital stock immediately prior to such event.

“ Confidential Information ” means any and all information and materials which a Party or any of its Affiliates (the “ Disclosing Party ”) has disclosed or otherwise made available to the other Party or its Affiliate (the “ Recipient ”) or which the Recipient has observed or otherwise obtained from the Disclosing Party, whether made available in writing, orally or in graphic or electronic form, that are marked in writing as confidential or proprietary or, if disclosed orally or in other intangible form that is not so marked, that are identified as confidential or proprietary at the time of such disclosure and summarized in writing and transmitted to the Recipient within 30 days of such disclosure, and any portions, extracts, copies and derivatives of the foregoing. For the avoidance of doubt, Confidential Information includes information and materials of third parties that is in the Disclosing Party’s possession and otherwise meets the requirements set forth above. Without limiting the generality of the foregoing, all of the Licensed Technology will be deemed Confidential Information of Mellanox.

“ Development and Support Fee ” has the meaning set forth in ‎ ‎Section 5.1.

“ Development and Support Services ” has the meaning set forth in ‎‎Section 3.1.

“ Fees ” means, collectively, the License Fees and Development and Support Fees.

“ [****] ” means the [****] containing Licensed Technology delivered in [****] and in [****] that has been or is intended to be mass-produced.

“ H3C Personnel ” means H3C and its Affiliates’ employees and consultants, including any third party contractors retained by H3C or its Affiliates.

“ Intellectual Property Rights ” means any or all rights in, arising out of, or associated therewith: (i) patents and patent applications in any country or jurisdiction, and all reissues, divisionals, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data, non-public information and all documentation related to any of the foregoing; (iii) all copyrights, copyright registrations and applications, and all other rights corresponding thereto throughout the world; and (iv) all mask works, mask work registrations and applications throughout the world.

“ License ” has the meaning set forth in ‎ ‎Section 2.1(a).

“ License Fee ” has the meaning set forth in ‎‎Section 5.1.

“ Licensed Technology ” means Mellanox’s proprietary know-how, data and other technology related to its [****] that are owned by Mellanox or any of its Affiliates and are necessary or useful for or related to the development, design, manufacturing, testing, verification, support and commercialization by or for H3C of the [****], including as specified in Exhibit A hereto.

“ Mellanox Dedicated Personnel ” has the meaning set forth in ‎‎Section 3.1(a).

“ Mellanox Intellectual Property Rights ” means any and all Intellectual Property Rights which are (i) owned or controlled by Mellanox during the Term, and (ii) embodied in or which would be infringed by the use of the Licensed Technology or Updates delivered to H3C under this Agreement.

“ Mellanox Competitors ” means the entities listed on Exhibit C, including their Affiliates, as such list may be updated from time to time in good faith upon the mutual agreement of the Parties.

“ Mellanox Products ” means Mellanox Ethernet and InfiniBand portfolio: Ethernet switches, Ethernet NICs, InfiniBand HCAs, system-on-a-chip (SOC), LinkX products: optical AOC/transceivers, DACs, VOAs, InfiniBand switches, NPUs and any other products and materials.

“ [****] ” means integrated circuit products developed by or for H3C that are based on or incorporate all or a part of the Licensed Technology and are designed to be embedded in H3C [****], and which are identified by H3C with a unique H3C part number, including [****].

“ [****] Technology ” means all (i) Technology invented, discovered, conceived, developed or created by or for H3C to the extent relating to [****]; (ii) Technology invented, discovered, conceived, developed or created jointly by H3C Personnel and Mellanox Dedicated Personnel in the course of performing this Agreement, solely to the extent relating to [****] (“ Jointly Developed [****] Technology ”); (iii) Project Deliverables; and (iv) any modifications, improvements or derivative works of any of the foregoing (but expressly excluding, in each of the foregoing cases, any underlying Background Technology).

“ Project Deliverables ” means any items developed by or for Mellanox for delivery to H3C as part of the performance of the Development and Support Services, in each case that are related to [****], as specified in a written statement of work executed by the Parties, including those identified therein as project deliverables to be owned by H3C (such items, excluding, for the avoidance of doubt, any Licensed Technology and Updates).

“ Quarterly Purchase Commitment ” has the meaning set forth in ‎Section 8.2.

“ [****] ” has the meaning set forth in ‎Section 5.2(a).

“ Sell ” means to sell, lease or otherwise distribute, transfer or dispose of a product on a commercial basis (whether as a standalone product or as integrated, incorporated or included as part of any other products or services) to an independent, unrelated third party (“Sold,” “Sale” and other forms of “Sell” shall have the same meaning). For purposes of payment and accounting to Mellanox for [****], a “Sale” of a [****] will be deemed to have occurred upon the earlier of (i) the date of shipment of the [****] (or a product incorporating or integrating the [****]) to the third party buyer, and (ii) the date of dispatch of a bill or invoice for such [****].

“ Service Plan ” means the support services plan attached hereto as Exhibit B , which sets forth the details of the Development and Support Services, including, without limitation, the number of Mellanox Dedicated Personnel and their expertise and qualifications, and the duration and frequency of the respective Development and Support Services (on-site support and off-site support), as such plan may be amended upon the mutual written agreement of the Parties.

“ Supply Agreement ” means, as applicable, (i) those certain Mellanox Standard Terms and Conditions of Sale, or (ii) such other supply agreement as the Parties may enter into setting forth terms and conditions under which H3C will order from Mellanox, and Mellanox will supply to H3C, Mellanox Products. The Parties will use their best efforts to enter into the supply agreement within [****] following the Effective Date.

“ Subcontractor ” means a third party contractor or service provider engaged by H3C to provide services to H3C in connection with the design, development, manufacturing or distribution of [****].

“ Support Period ” means the period commencing on the Effective Date and ending upon the earlier of (i) [****] following the Effective Date; and (ii) [****].

“ Technology ” means information, know-how, data and other technology, including, without limitation, works of authorship, inventions, creations, ideas, computer programs (in source code, object code or any other format), firmware, IP blocks, documentation, developments, technical information, specifications, designs, drawings, writings, schematics, methods, procedures, concepts, techniques, protocols, hardware and products.

“ Term ” has the meaning set forth in ‎Section 10.1.

“ Total Purchase Commitment ” has the meaning set forth in ‎‎Section 8.2.

“ Update ” means any error correction, bug fixes or revision to the Licensed Technology made by or for Mellanox and provided to H3C pursuant to this Agreement.

Section 1.2. Language; Interpretation . This Agreement is in the English language only, which language will be controlling in all respects, and all versions hereof in any other language will not be binding upon the parties hereto. All notices to be made or given pursuant to this Agreement will be in the English language. The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular article or other portion hereof. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation,” and “discretion” means sole discretion.

2. TECHNOLOGY LICENSE

Section 2.1. License Grant.

(a) License Grant . Subject to the terms and conditions set forth in this Agreement, including payment of any License Fees [ **** ] that are due and payable under the terms and conditions of this Agreement, Mellanox hereby grants to H3C a non-exclusive, worldwide, non-transferable (except to the extent permitted under the assignment provision in this Agreement), non-sublicensable (except to Subcontractors or Affiliates as set forth below), perpetual, irrevocable (except as set forth in this Agreement), royalty- and license fee-bearing, limited license, under the Mellanox Intellectual Property Rights, to use, reproduce, create derivative works of and otherwise modify, display, perform (publicly or otherwise) the Licensed Technology and Updates solely for the purpose of designing and developing (including having designed or developed subject to ‎Section 2.1‎(b) below), making (including having made, tested and verified subject to ‎Section 2.1‎(b) below), using, selling, offering to sell, importing, distributing (including having distributed subject to ‎Section 2.1‎(b) below) or otherwise disposing of and commercializing [ **** ], whether on a standalone basis or as integrated, incorporated or included as part of any other products or services of H3C or any of its Affiliates (the “ License ”). For the avoidance of doubt, the License excludes the use of or other exercise of rights to any Technology and Intellectual Property Rights therein owned by any third party, including any third party Technology that may be included or incorporated into or used with the Licensed Technology or Updates, and H3C acknowledges and agrees that it may have to enter into separate agreements with the applicable third parties to license or sublicense such Technology and Intellectual Property Rights therein.

(b) Subcontactors . Pursuant to the License, H3C has the right to subcontract (and grant corresponding sublicenses under its rights in the License for) the design, development, manufacturing, testing, verification and distribution of the [ **** ] to its Subcontractors under the “have designed or developed,” “have made, tested and verified” or “have distributed” rights granted to H3C in the License; provided that (i) H3C may in no event grant any such sublicense or disclose or provide any Licensed Technology to any Mellanox Competitor; (ii) each Subcontractor agrees in writing not to use any Licensed Technology for any purpose other than designing, developing, manufacturing, testing, verifying or distributing the [ **** ], as applicable, in accordance with all of the terms and conditions of this Agreement, including confidentiality obligations, and to return to H3C all Licensed Technology and other Confidential Information provided to the Subcontractor upon the completion or termination of Subcontractor’s work (or upon H3C’s request); and (iii) H3C

will be responsible for any unauthorized disclosure or misuse of any Licensed Technology by any such Subcontractor. H3C may disclose Licensed Technology to a Subcontractor only to the extent necessary for such Subcontractor to carry out its subcontracting services for H3C. Nothing herein will be deemed to grant any Subcontractor any license under any Mellanox Intellectual Property Rights. H3C also agrees that Mellanox is an intended third-party beneficiary with respect to the enforcement of the confidentiality provisions against each Subcontractor that is provided with Licensed Technology or other Confidential Information.

(c) Sublicensing to Affiliates . In addition to and not in lieu or limitation of H3C’s right to sublicense Subcontractors pursuant to ‎Section 2.1‎(b) above, H3C will have the right to sublicense the rights granted to it under the License to its Affiliates (with the right to further sublicense to its subcontractors pursuant to the terms and conditions as stated in ‎Section 2.1‎(b)); provided that (i) each such Affiliate agrees to be bound by all of the terms and conditions set forth in this Agreement, and (ii) any act or omission of any Affiliate in violation of this Agreement will be deemed an act or omission of H3C hereunder.

Section 2.2. Technology Transfer. Mellanox will deliver to H3C or an Affiliate designated by H3C copies of (i) all Licensed Technology set forth in Exhibit A that in the possession or control of Mellanox (as of the applicable delivery date), in accordance with the stages, delivery schedule, format and manner set forth in Exhibit A, and (ii) the function testing report of [ **** ] ( “Testing Report” ) which will be verified by H3C and attached hereto as Exhibit E upon verification. Mellanox will deliver to H3C or an Affiliate designated by H3C all Project Deliverables required pursuant to a statement of work in accordance with the stages, delivery schedule, format and manner specified therein.

Section 2.3. Limitations.

(a) License Restrictions . Except as expressly permitted in this Agreement or by law, H3C will not (i) disassemble, decompile or otherwise reverse engineer the Licensed Technology, any Updates, or any part thereof, or otherwise attempt to learn the source code or algorithms underlying the Licensed Technology or any Update (unless originally provided in source code to H3C); or (ii) use, transfer, sublicense, distribute, modify, create derivative works of or reproduce any Licensed Technology or Update.

(b) Restricted Use . H3C acknowledges and agrees that the Licensed Technology is not designed or certified for use in components of systems intended for, or in relation to the operation of, weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment, hazardous substance management, or for any other application in which the failure of the [ **** ] could create a situation where personal injury or death is reasonably likely to occur (“ Restricted Uses ”).

(c) Back Up Copies . H3C may make copies of the Licensed Technology and Updates as necessary for the exercise of its rights under the License or for archival or back-up purposes; and such copies may only be used for such purposes. All such copies are and will remain the exclusive property of Mellanox.

(d) Ownership Notices . H3C shall not remove, obscure or alter Mellanox copyright notices, patent notices, trademarks or other proprietary rights notices affixed to or contained within the Licensed Technology (or any copies thereof).

(e) Disclaimer . Nothing contained in this Agreement may be construed as: a warranty or representation by Mellanox as to the validity, enforceability or sufficiency of any Mellanox Intellectual Property Right or Licensed Technology; or imposing upon Mellanox any obligation to institute any suit or action for infringement of any Mellanox Intellectual Property Right, or to defend any suit or action brought by a third party which challenges or concerns the validity, enforceability, or right to use any Mellanox Intellectual Property Right or Licensed Technology; or imposing on Mellanox any obligation to file any patent application or other intellectual property right application or registration or to secure or maintain in force any patent or other Mellanox Intellectual Property Right; or a warranty or representation by Mellanox as to the use, performance, operation or maintenance of any Licensed Technology (except as expressly set forth in this Agreement) or [ **** ] used, manufactured or Sold pursuant to this Agreement.

(f) No Implied Licenses . Except for the expressly granted License, no license or other right is granted to H3C hereunder by implication, estoppel or otherwise, under any Licensed Technology or Intellectual Property Rights of Mellanox. Any use by H3C of any Licensed Technology or Intellectual Property Rights of Mellanox, except as expressly and specifically authorized in this Agreement, constitutes a material breach of this Agreement and may constitute infringement of such Intellectual Property Rights.

3. DEVELOPMENT AND SUPPORT SERVICES

Section 3.1. Development and Support Services . During the Support Period, Mellanox shall provide to H3C reasonable consulting, training and technical support services that are necessary or useful to enable H3C to independently perform the design, development, manufacturing (if applicable) and support of the [ **** ], as set forth in more detail in this Agreement and the Service Plan (“ Development and Support Services ”). The Development and Support Services will generally include:

(a) a number of dedicated Mellanox experts and technical support teams (whether Mellanox employees or third party contractors or service providers engaged by Mellanox to provide these services), as set forth in the Service Plan, to support H3C’s front-end design and back-end design of the [ **** ] (“ Mellanox Dedicated Personnel ”);

(b) training sessions designed to assist the H3C team to understand and obtain the necessary or useful knowledge, skills and expertise to use and otherwise exercise its license in and to the Licensed Technology throughout the Support Period;

(c) development and delivery by Mellanox of certain Updates and Project Deliverables as expressly agreed by the Parties in this Agreement, a statement of work or other writing mutually executed by the Parties;

(d) advising H3C with respect to physical implementation using [ **** ] processes for the [ **** ];

(e) responding to H3C’s questions related to [ **** ] manufacturing rules, processes and IP, to the extent relating to the [ **** ], to the best of Mellanox’s knowledge and ability; and

(f) advising H3C on the qualification and test services, including but not limited to the manufacturing of test wafers and chips to the extent relating to the [ **** ]; and

(g) providing other related services in connection with the [ **** ], as may be requested by H3C and agreed to by Mellanox from time to time.

Section 3.2. Project Coordinators . Each Party will assign at least one technically qualified individual as a liaison for delivery and receipt of the Licensed Technology or any exchange or delivery of Confidential Information (“ Project Coordinators ”). The initial Project Coordinators are specified in Exhibit A. Each Party shall notify the other Party of any change in the identity of its Project Coordinator(s).

Section 3.3. Assistance with Foundries . In the event H3C elects to have the [ **** ] manufactured by [ **** ], then upon H3C’s request, Mellanox will provide reasonable consulting and advising assistance to H3C, during the Support Period, in connection with the manufacturing of the [ **** ] and solely to the extent such assistance is within Mellanox’s existing capabilities. H3C acknowledges that Mellanox’s ability to provide such assistance will be significantly limited should H3C decide to use [ **** ].

Section 3.4. Additional Services . The Parties may from time to time agree to expand the Development and Support Services or that Mellanox will provide additional related services, in which case the scope and cost of such expanded or additional services will be detailed in statement(s) of work mutually executed by the Parties.

4. PROPRIETARY RIGHTS

Section 4.1. Background Technology . Each Party retains and will continue to own all right, title and interest, including all Intellectual Property Rights, in and to all of its Background Technology.

Section 4.2. Licensed Technology . Subject to the grant of the License, Mellanox retains and will continue to own all right, title and interest in and to all Licensed Technology, Mellanox Intellectual Property Rights and Updates.

Section 4.3. [****] Technology . Subject to Mellanox’s ownership of any underlying Licensed Technology, Background Technology and Updates, H3C shall exclusively own all [ **** Technology, and Mellanox hereby irrevocably assigns and agrees to assign to H3C or an Affiliate designated by H3C all right, title and interest in and to any and all Project Deliverables and Jointly Developed [ **** ] Technology. To the extent that any Project Deliverables and Jointly

Developed [ **** ] Technology, or any Intellectual Property Rights therein, are not assignable as provided in this Section or that Mellanox retains any right, title or interest in or to any Project Deliverables or Jointly Developed [ **** ] Technology, Mellanox hereby unconditionally and irrevocably waives any and all claims and causes of action of any kind against H3C, its Affiliates, and its licensees (through multiple tiers) with respect to such rights, and agrees, at H3C’s request and expense, to consent to and join in any action to enforce such rights, and hereby grants to H3C or an Affiliate designated by H3C an unrestricted, perpetual, irrevocable, fully paid-up, royalty-free, fully transferable, sublicensable (through multiple levels of sublicensees), exclusive (even as to Mellanox, but subject to ‎Section 4.4) right and license, throughout the world, free from any liens or encumbrances, to design, develop, implement, make, have made, assemble, test, use, sell, offer to sell, import, distribute, reproduce, modify, support, repair, refurbish, display and perform (whether publicly or otherwise), disclose and create derivative works and other improvements of, and otherwise commercialize, exploit, or dispose of (and have others exercise such rights on behalf of H3C) all or any portion of the Project Deliverables and Jointly Developed [ **** ] Technology (or any Intellectual Property Rights therein or thereto), in any form or media (now known or later developed). In addition to the foregoing, upon H3C’s request, Mellanox will grant H3C or an Affiliate designated by H3C a power of attorney with the full right and authority in all applicable jurisdictions, to act on Mellanox’s behalf to implement the foregoing assignment.

Section 4.4. License Back to Mellanox . Subject to the terms and conditions set forth in this Agreement, and Mellanox’s compliance with its obligations under Section 2.2, 3.1 and 3.3 in material respect, H3C ,on behalf of itself and its Affiliates, hereby grants and agrees to grant to Mellanox a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license, sublicensable to its Affiliates and subcontractors, under all Intellectual Property Rights which are owned or controlled by H3C or any of its Affiliates and embodied in or which would be infringed by the use of any Jointly Developed [ **** ] Technology and Project Deliverables, to use, commercialize and otherwise exploit in any manner any and all Jointly Developed [ **** ] Technology and Project Deliverables in connection with the development, design, having designed, manufacture, having manufactured, testing, verification, use, import, offer to Sell, Sale and otherwise commercialization of any products or services of Mellanox or its Affiliates, other than any [ **** ] that are substantially similar to or competitive with the [ **** ]. For the avoidance of doubt, the foregoing license to such Jointly Developed [ **** ] Technology and Project Deliverables excludes the use of or other exercise of rights to any Technology or Intellectual Property Rights owned by any third party, including any third party Technology that may be included or incorporated into or used with such Jointly Developed [ **** ] Technology or Project Deliverable, and Mellanox acknowledges and agrees that it may have to enter into separate agreements with the applicable third parties to license or sublicense such Technology or Intellectual Property Rights.

5. FEES[****]

Section 5.1. License Fees; Development and Support Fees . In consideration for the License and the Development and Support Services performed by Mellanox under this Agreement, H3C will pay Mellanox the license fees and development and support fees set forth in Exhibit A (respectively, “ License Fee ” and “ Development and Support Fees ”) in accordance with the corresponding schedule or milestones therein.

Section 5.2. [****].

(a) [ **** ] . In addition to the License Fee and Development and Support Fees, H3C will pay [ **** ].

(b) Payment; Reports . [ **** ]. All [ **** ] on [ **** ] and due [ **** ]. For so long as [ **** ], within [ **** ], H3C will deliver to Mellanox a written report containing the following information: (i) the total number of units of each [ **** ] Sold during [ **** ], (ii) an itemized list (including quantities) of each [ **** ] Sold, either as a standalone product or included as part of any other products (and identifying such other products, if applicable), (iii) an itemized list of the third party buyers and their location (including quantities of each [ **** ] purchased by each buyer), and (iv) a calculation of the [ **** ] and any other information reasonably requested by Mellanox relevant to verifying the calculation and accuracy of the payment due to Mellanox.

Section 5.3. Payment Terms

(a) Payments . Unless otherwise set forth in this Agreement, all Fees due pursuant to this Agreement will be due and payable [ **** ] from H3C’s receipt of the applicable invoice. All payments made to Mellanox for the applicable Fees [ **** ] under this Agreement will be in U.S. dollars.

(b) Taxes . Any and all amounts payable by H3C to Mellanox hereunder[ **** ] are [ **** ] and [ **** ].

Section 5.4. Records and Audits . H3C shall keep complete and accurate books of account and records with respect to any transaction giving rise to H3C’s obligation to pay any amount due to Mellanox hereunder[ **** ]. H3C shall retain such books and records for a period of [ **** ] from the date of any such transaction, notwithstanding any termination of this Agreement. H3C will permit an independent accounting firm designated by Mellanox (and reasonably acceptable to H3C) to examine and audit, at Mellanox’s cost, no more than once each calendar year, during normal business hours, all books and records as may contain, under recognized accounting practices, information bearing upon the amounts payable to Mellanox[ **** ], under this Agreement. Such auditors will be subject to appropriate measures to protect H3C’s and third parties’ confidential information. Prompt adjustment shall be made by H3C to compensate for any errors or omissions disclosed by such examination or audit which result in an underpayment of any amounts due to Mellanox, together with interest thereon [ **** ]. If any such examination discloses a payment obligation greater than [ **** ] of the applicable period being audited, then H3C, in addition to paying such payment then due, shall pay the reasonable cost of the audit.

6. REPRESENTATIONS AND WARRANTIES

Section 6.1. Representations and Warranties of H3C . H3C represents and warrants to Mellanox as of the Effective Date that:

(a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation;

(b) it has full corporate power and authority to execute, deliver and perform this Agreement, and has taken all corporate action required by law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; and

(c) all consents, approvals and authorizations from all governmental authorities required to be obtained by it in connection with this Agreement have been obtained.

Section 6.2. Representations and Warranties of Mellanox . Mellanox represents and warrants to H3C as of the Effective Date that:

(a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of formation;

(c) all consents, approvals and authorizations from all governmental authorities required to be obtained by it in connection with this Agreement have been obtained;

(d) Mellanox’s execution of and performance under this Agreement shall not breach any agreement with any third party or any obligation owed by Mellanox to any third party to keep any information or materials in confidence or in trust;

(e) Mellanox has all necessary rights to grant the licenses, assignments and rights herein to H3C without the need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained, other than with respect to the third party intellectual property set forth in Exhibit D;

(f) the Development and Support Services furnished by Mellanox will be performed in a professional and workmanlike manner;

(g) the Licensed Technology includes files that accurately reflect the [ **** ] available in production as of the date hereof.

(h) the Licensed Technology will conform to the Testing Report, and in the event of a breach of this warranty, H3C shall notify Mellanox promptly in writing of such breach, and Mellanox shall use its reasonable best efforts to promptly (and not later than [ **** ] after receiving the notice) provide an Update or alternative mechanism that conforms the affected Licensed Technology to the Testing Report. In the event of a breach of this warranty [ **** ], if Mellanox fails to do the foregoing, H3C will be entitled to [ **** ];

(i) to Mellanox’s knowledge, the third party intellectual property set forth in Exhibit D is the complete list of third party intellectual property required for use of the Licensed

Technology in the same manner that Mellanox uses such Licensed Technology immediately prior to the Effective Date;

(j) to Mellanox’s knowledge, the Licensed Technology, Updates and Project Deliverables, and the use or exercise of rights in connection with any of the foregoing as contemplated by this Agreement, do not and will not infringe, violate or misappropriate the Intellectual Property Rights of any person or entity anywhere in the world (the Parties agree that the sole remedy for breach of this representation and warranty is through Mellanox indemnification obligation in ‎Section 9.2); and

(k) there are no pending or, to Mellanox’s best knowledge, threatened claims alleging that the Licensed Technology infringes or misappropriates any Intellectual Property Rights of third parties.

Section 6.3. Disclaimer . EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE LICENSED TECHNOLOGY, PROJECT DELIVERABLES, UPDATES AND CONFIDENTIAL INFORMATION PROVIDED BY MELLANOX TO H3C ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND, AND NEITHER PARTY MAKES (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS) ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

7. CONFIDENTIALITY

Section 7.1. Confidentiality Obligations . During the term of this Agreement and a period of [ **** ] thereafter, each Recipient agrees shall (a) preserve in strict confidence and secure against accidental loss any and all Confidential Information of the Disclosing Party received or obtained by the Recipient; (b) not disclose any of the Disclosing Party’s Confidential Information except as permitted in ‎‎Section 7.2 below, and (c) not use any of the Disclosing Party’s Confidential Information except for the purpose of fulfilling Recipient’s obligations and exercising Recipient’s rights under this Agreement. In preserving the Disclosing Party’s Confidential Information, Recipient shall use the same standard of care it would use to secure and safeguard its own confidential information of similar importance, but in no event less than reasonable care. Without limiting the generality of the foregoing, Recipient shall secure and safeguard any and all information, documents, items of work-in-process and other tangible materials that embody Disclosing Party’s Confidential Information in areas providing restricted access to prevent unauthorized disclosure or use. Any permitted reproduction of Disclosing Party’s Confidential Information by Recipient must contain all confidential or proprietary legends which appear on the original information.

Section 7.2. Non-Disclosure Agreements . The Parties acknowledge and agree that any other non-disclosure agreements or confidentiality obligations other than those provided in this Section ‎7 or otherwise this Agreement shall not apply to anything under this Agreement and that this Section ‎7 shall prevail over and supersede any terms in any such non-disclosure agreements to the extent applicable. For the avoidance of doubt, no information or materials provided under this Agreement will constitute confidential information under or otherwise be governed by such non-disclosure agreements, regardless of whether such materials are considered confidential information under such non-disclosure agreements.

Section 7.3. Permitted Disclosures . Recipient shall permit access to Disclosing Party’s Confidential Information solely to its employees and contractors who (a) have a need to know such information in furtherance of the purposes of this Agreement; and (b) have signed confidentiality agreements containing terms at least as restrictive as those contained in this Agreement. Recipient shall not disclose or transfer any Confidential Information of the Disclosing Party to any other third party, without the specific prior written approval of the Disclosing Party, except to the extent required by governmental or court order, provided, however, that the Recipient (i) provides prompt notice thereof to the Disclosing Party, and (ii) uses all commercially reasonable efforts to obtain a protective order or otherwise prevent or minimize public disclosure of such Confidential Information.

Section 7.4. Additional Obligations . Recipient shall: (a) notify the Disclosing Party promptly of the loss of or any material unauthorized disclosure, possession, use or knowledge, or attempt thereof, of the Disclosing Party’s Confidential Information by any person or entity which may become known to Recipient; (b) promptly furnish to the Disclosing Party full details of the loss, unauthorized possession, use or knowledge, or attempt thereof, and use reasonable efforts to assist the Disclosing Party in recovering such Confidential Information or in investigating or preventing the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of such Confidential Information; (c) use commercially reasonable efforts to cooperate with the Disclosing Party in any litigation and investigation against third parties deemed necessary by the Disclosing Party to protect its proprietary rights; and (d) promptly use all commercially reasonable efforts to prevent a recurrence of any unauthorized possession, use or knowledge of such Confidential Information. Each Party shall bear its own costs incurred in complying with this ‎Section 7.4.

Section 7.5. Return of Confidential Information . Recipient acknowledges that Disclosing Party retains ownership of all Confidential Information disclosed or made available to Recipient. Upon any termination of this Agreement and/or upon written request by the Disclosing Party, then, except to the extent that: (a) the retention of certain Confidential Information is required for the Recipient’s enjoyment of those of its rights and benefits hereunder that survive the termination of this Agreement; or (b) the erasure or deletion of archival or backup copies on a Recipient Party’s computer or email systems containing Confidential Information would be prohibited by applicable law or regulation or not in compliance with such party’s data retention policies, the Recipient shall either destroy or return to Disclosing Party the original and all copies of any written documents, materials or other tangible items containing or embodying Confidential Information of the Disclosing Party. It being understood that the Recipient may elect to either return or destroy (or cause to be destroyed) any of the foregoing; provided, however, that if such Confidential Information

is destroyed or caused to be destroyed, by the Recipient, the Recipient shall promptly deliver to the Disclosing Party a certificate executed by a duly authorized officer of the Recipient certifying to the Disclosing Party that any and all such Confidential Information has been destroyed.

Section 7.6. Exceptions . Notwithstanding ‎Section 7.1 above, neither Party, as Recipient, will have any obligation to maintain the confidentiality of any information which it can establish (a) was publicly known at the time of its disclosure to it by the Disclosing Party or, through no violation of this Agreement, becomes publicly known; (b) was in the possession of Recipient, without confidentiality restrictions, at the time of disclosure by Disclosing Party as shown by Recipient’s files and records existing immediately prior to the time of disclosure; or (c) is hereafter furnished to Recipient by a third party without an obligation of confidentiality.

Section 7.7. Remedies . Recipient acknowledges that any unauthorized disclosure or use by a Recipient of the Disclosing Party’s Confidential Information may diminish the value of such information. Therefore, if a Recipient breaches any of its obligations with respect to confidentiality or the use of a Disclosing Party’s Confidential Information hereunder, the

Disclosing Party shall be entitled to seek equitable relief to protect its interests herein, including injunctive relief, as well as monetary damages.

Section 7.8. Publicity . Neither Party will disclose to any third party the relationship between Mellanox and H3C, the existence of this Agreement or the terms and conditions of this Agreement, without the prior written consent of the other Party, and no public announcement or response to any inquiries regarding this Agreement will be made by either Party without the prior written consent of the other Party as to the timing, form and contents of any such announcement or response. Notwithstanding the foregoing, each Party may disclose the terms and conditions of this Agreement (a) in confidence, to its external auditors, attorneys and advisors; (b) as required or advisable by its securities counsel in connection with the requirements of a public offering, securities filing, securities exchange rules or other applicable securities laws or regulations, with confidential treatment or other confidentiality protection to the extent reasonably available and advisable by its securities counsel; (c) to the competent courts or arbitration bodies in connection with the enforcement or defense of its rights under this Agreement, under confidentiality protection to the extent available, and (d) in confidence, to a third party conducting a due diligence investigation (and its legal or financial representatives or advisors) in connection with a merger or acquisition or proposed merger or acquisition of such Party or a financing, license or the acquisition or disposition of the business or assets of such Party relating to this Agreement.

8. STRATEGIC SUPPLY RELATIONSHIP

Section 8.1. Continued Supply of [****] . Mellanox will continue to have manufactured and supply to H3C its [ **** ], until Mellanox announces the discontinuation or end of life of each such product, in accordance with the pricing and other terms agreed by the Parties in the Supply Agreement. Any such announcement will be made no later than [ **** ].

Section 8.2. Purchase Commitment of Mellanox Products . H3C agrees to (i) purchase from Mellanox [ **** ] of Mellanox Products in each calendar quarter from [ **** ] (the “ Quarterly Purchase Commitment ”), and (ii) purchase from Mellanox a total of [ **** ] of Mellanox Products from [ **** ] (the “ Total Purchasing Commitment ”) in accordance with the terms of the Supply Agreement. The details of such purchase commitment and the supply of Mellanox Products will be set out in the Supply Agreement, including a commitment from Mellanox to provide market competitive prices and specifications for the Mellanox Products. Should H3C not meet the Quarterly Purchasing Commitment or the Total Purchasing Commitment and fail to make up the shortfall in the immediately subsequent calendar quarter, Mellanox will have the right to: (a) suspend the License and/or the Development and Support Services with [ **** ] prior written notice to H3C (provided that such failure has not been cured during the [ **** ] period) until such time as H3C meets the Quarterly Purchasing Commitment, and/or (b) terminate this Agreement as provided in ‎Section 10.2(c). Subject to the terms and conditions of the Supply Agreement, should H3C fail to meet the Quarterly Purchasing Commitment or the Total Purchasing Commitment and fail to make up the shortfall in the immediately subsequent calendar quarter and such failures are the direct result of, and solely attributable to, Mellanox’s failure or inability to supply Mellanox Products in accordance with the Supply Agreement, provided that H3C has in fact timely submitted (in accordance with the applicable agreed upon lead times) binding purchase orders for the quantities required to meet

the Quarterly Purchasing Commitment or the Total Purchasing Commitment, as applicable, the Quarterly Purchasing Commitment or Total Purchasing Commitment will be deemed to have been met for the respective period.

Section 8.3. Development and Commercialization of [****] . H3C agrees to use commercially reasonable efforts to: (a) develop [ **** ] using Mellanox’s [ **** ] and [ **** ] by [ **** ], and (b) commence sales of such [ **** ] in [ **** ] from [ **** ]. Mellanox will sell to H3C [ **** ] of such [ **** ] and H3C will provide [ **** ] for the [ **** ] as well as [ **** ] as part of the general offering.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

Section 9.1. Indemnification of Mellanox . H3C will, at its expense, defend (upon Mellanox’s request), indemnify and hold harmless, Mellanox and its Affiliates, their officers, employees and agents from and against any claims, demands, causes of action, damage, liability, cost or expense (including reasonable attorneys’ fees and court costs) caused by, arising out of, or resulting from: (a) the exercise or practice of the rights and licenses granted to H3C under this Agreement, including the Sale of [ **** ]; (b) any third party claim alleging that the [ **** ] infringe or misappropriate the Intellectual Property Rights of such third party but only to the extent such claim does not result directly from the Licensed Technology or Updates; (c) personal injury or property damage arising from the production, manufacture, use, Sale or other commercialization of the [ **** ], except to the extent that any such injury or damage arose solely as a result of Mellanox’s gross negligence or willful misconduct; or (d) any claim to the extent resulting from use of the Licensed Technology in connection with any Restricted Uses. In the event of any claim indemnifiable under this clause, Mellanox will: (i) promptly notify H3C, in writing, of the claim; (ii) provide H3C with all reasonable information and assistance, at H3C’s expense, to defend or settle such claim; and (iii) grant H3C with the authority and control of the defense or settlement of such claim. H3C shall not enter into any settlement of such a claim without Mellanox’ prior written consent, except if such settlement is only for monetary damages (to be paid by H3C) and contains a full release of Mellanox from the claim.

Section 9.2. Indemnification of H3C . Mellanox will, at its expense, defend (upon H3C’s request), indemnify and hold harmless, H3C and its Affiliates, their officers, employees and agents from and against any claims, demands, causes of action, damage, liability, cost or expense (including reasonable attorneys’ fees and court costs) caused by, arising out of, or resulting from: (a) any third party claim alleging that the Licensed Technology or Updates or the use thereof or exercise of rights with respect thereto in accordance with this Agreement infringe, violate or misappropriate the Intellectual Property Rights of such third party in any of the following jurisdictions: the U.S., Canada, EU, UK, China (including Hong Kong, Taiwan and Macau), Japan, Korea, Indonesia, Malaysia, Singapore and India; or (b) gross negligence, recklessness or willful misconduct by any Mellanox Personnel, except to the extent that any such injury or damage arose solely as a result of H3C’s gross negligence or willful misconduct. In the event of any claim indemnifiable under this clause, H3C will: (i) promptly notify Mellanox, in writing, of the claim; (ii) provide Mellanox with all reasonable information and assistance, at Mellanox’s expense, to defend or settle such claim; and (iii) grant Mellanox with the authority and control of the defense or settlement of such claim.

Mellanox shall not enter into any settlement of such a claim without H3C’s prior written consent, except if such settlement is only for monetary damages (to be paid by Mellanox) and contains a full release of H3C from the claim. THIS ‎SECTION 9.2 SETS FORTH MELLANOX’S ENTIRE OBLIGATION AND LIABILITY AND H3C’S SOLE REMEDY WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

THE FOREGOING AND ANY OTHER INDEMNIFICATION OBLIGATIONS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT CONSTITUTE THE SOLE INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN CONNECTION WITH THIS AGREEMENT.

Section 9.3. Limitation of Liability . EXCEPT FOR BREACHES ‎SECTION 2.3(A) (LICENSE RESTRICTIONS), ‎SECTION 2.3(B) (PROHIBITED USE) OR SECTION ‎7 (CONFIDENTIALITY) AND LIABILITY ARISING UNDER ‎SECTION 9.1 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE LICENSED TECHNOLOGY OR [ **** ], EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

Section 10.1. Term . The term of this Agreement will commence on the Effective Date and remain in force and effect unless earlier terminated as provided for herein (the “ Term ”).

Section 10.2. Termination.

(a) Material Breach . If either Party defaults in the performance of a material obligation under this Agreement (except as specified in paragraph (b) and (c) below), and such default is not cured within [ **** ] after written notice is received by the defaulting Party specifying in reasonable detail the nature of the default, the non-defaulting Party may, upon further written notice to the defaulting Party, terminate this Agreement as of the date specified in such termination, provided that with respect to H3C’s obligations to make payment and meet purchase commitments under this Agreement, only such breach described under ‎‎Section 10.2(b) and ‎Section 10.2‎(c) shall be considered a material breach of H3C under this Agreement and if any such breach occurs, ‎‎Section 10.2(b) and/or ‎Section 10.2‎(c) shall apply, as the case may be.

(b) Failure to Make Payment . If H3C fails to pay Mellanox any amounts due and payable under this Agreement on the date such payment is due in excess of [ **** ], and such default is not cured within [ **** ] after H3C’s receipt of written notice from Mellanox of such default, then Mellanox may terminate this Agreement and all of H3C’s license rights in the Licensed Technology immediately upon written notice.

(c) Failure to Meet Purchase Commitments . If (i) H3C fails to meet the Quarterly Purchasing Commitment or the Total Purchasing Commitment and such shortfall is in excess of

[ **** ] and (ii) H3C fails to cure such default by making up the shortfall in [ **** ] immediately following the period to which the commitment applied, then Mellanox may terminate this Agreement and all of H3C’s license rights in the Licensed Technology immediately upon written notice.

(d) Change in Control . In the event of any Change in Control by Mellanox, H3C may terminate this Agreement solely pursuant to ‎Section 11.10.

(e) Insolvency . Either Party may, by giving written notice, terminate this Agreement with immediate effect: (i) if the other Party avails itself or becomes subject to any proceeding under applicable national, federal or state statute relating to bankruptcy, insolvency, reorganization, receivership, arrangement, adjustment of debts, dissolution or liquidation, which proceeding is not dismissed within [ **** ] of commencement thereof; (ii) if the other Party petitions, applies for, suffers or permits with or without its consent the appointment of a custodian, receiver, trustee in bankruptcy or similar officer for all or any substantial part of its business or assets; (iii) if the other Party makes a general assignment for the benefit of its creditors; (iv) if the other Party ceases conducting business in the normal course; or (v) if the other Party becomes insolvent.

(f) Survival . The provisions of ‎ ‎Section 2.1, ‎‎Section 2.3, Section ‎4 (provided Section 4.4 is subject to Section 10.3(a)(ii)) , ‎‎Section 5.2, ‎‎Section 5.3, ‎‎Section 5.4, ‎‎Section 6.2, Section ‎‎7, Section ‎‎9, ‎‎Section 10.2‎(f), ‎Section 10.3, Section ‎‎11 will survive the termination of this Agreement for any reason and will continue in perpetuity, unless such provisions terminate by their terms.

Section 10.3. Effect of Termination . Upon the termination of this Agreement for any reason: (a) all rights and licenses granted under this Agreement to either Party will terminate, except that (i) if H3C is not in material breach of this Agreement, then the right to manufacture and sell [ **** ] developed prior to the date of termination of this Agreement[ **** ] shall survive, and (ii) if Mellanox is not in material breach of this Agreement, its right to use Jointly Developed [ **** ] Technology and Project Deliverables in accordance with ‎Section 4.4 shall survive; (b) upon written request, Recipient shall return all Confidential Information pursuant to ‎Section 7.5 above to Disclosing Party; and (c) all amounts due and payable to Mellanox as a result of events prior to the date of termination will become due immediately.

11. MISCELLANEOUS

Section 11.1. Governing Law and Dispute Resolution . This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, U.S.A., without reference to its conflict of laws principles. Any and all claims or disputes between the Parties in connection with, arising out of or related to this Agreement or the breach or termination hereof, which the Parties are unable to resolve between themselves, shall be resolved exclusively by litigation in the New York state courts or the federal court located in the Southern District of New York, USA. Each Party hereby irrevocably consents to the exclusive personal and subject matter jurisdiction of such courts for such purposes. In any such litigation between the Parties, the prevailing Party will be entitled to recover its attorneys’ and experts’ fees and costs in addition to any other relief to which it may be entitled.

Section 11.2. Assignments . Except as set forth in this Agreement, no rights under this Agreement may be transferred, whether by assignment, sublicense, merger, operation of law or otherwise, without the prior written approval of the other Party or its successors in its or their sole and absolute discretion, except that no approval will be required for (a) either Party to assign any or all of its rights and obligations hereunder to its Affiliates in accordance with the terms and conditions herein; and (b) Mellanox to assign the Agreement in connection with a merger, acquisition or the sale of all or substantially all of its assets, provided that such assignee shall be bound by the terms and conditions of this Agreement. Any attempt by a Party to assign or sublicense in contravention of this Agreement will be null and void and shall constitute a material breach of this Agreement. In the event that a Party assigns this Agreement to an Affiliate pursuant to the terms and conditions of this Agreement, the assigning Party agrees to cause such Affiliate to comply with and perform all duties and obligations of such Party under this Agreement and such Party will be responsible for the operations of its Affiliate hereunder as if such operations were carried out by such Party, including any payment of all applicable Fees [ **** ] due to Mellanox (in case of H3C as the assigning Party) under the terms and conditions of this Agreement.

Section 11.3. Relationship of Parties . The Parties hereto are independent contractors. Nothing contained herein or done in pursuance of this Agreement constitutes either Party as the agent of the other Party for any purpose or in any sense whatsoever or constitutes the Parties as partners or joint venturers.

Section 11.4. Notices . All notices and consents required to be given or made by the Parties must be in writing and will be deemed validly given if delivered by hand or sent by certified mail or facsimile to the following addresses:



To Mellanox:	To H3C:
Mellanox Technologies Ltd.	H3C Technologies Co., Limited
26 HaKidma St., Ofer Industrial Park	LSH Center, Building 1, No.8
Yokneam 2069200	Guangshun South Street, Chaoyang District
Israel	Beijing, China 100102
Attention: General Counsel	Attention: General Counsel
Facsimile: N/A	Facsimile: N/A
Email: legal_notices@mellanox.com	Email: legal@h3c.com

Notice sent as provided herein will be deemed to have been received on the earlier of (i) the date when actually received or (ii) if by facsimile, when the sending party receives a facsimile confirmation that the message has been received by the Party’s facsimile machine.

Section 11.5. Severability . The illegality or unenforceability of the whole or any part of the provisions of this Agreement will not affect the continued operation of the remaining provisions of this Agreement and the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly affects the Parties’ intent in entering into this Agreement.

Section 11.6. Waiver . The failure by either Party at any time to insist upon strict performance of any of the terms and conditions in this Agreement will not be deemed a waiver of its right at any time thereafter to insist upon strict performance.

Section 11.7. Export Controls . Each Party shall comply with all U.S. and foreign export laws and regulations in connection with the transactions contemplated by this Agreement to the extent applicable to it, and shall furnish to the other Party such evidence or written undertakings to comply or written assurances of compliance as the other Party may reasonably request. H3C shall use commercially reasonable efforts to refrain from exporting or re-exporting the Licensed Technology and [ **** ] or any technical data or other materials received from Mellanox or its suppliers to any country, individual or organization proscribed by the United States government, unless properly authorized by the appropriate agency of the United States government. Without limiting the generality of the foregoing, Mellanox shall be responsible, at its sole cost and expense, for: (a) the preparation and filing of any and all reports, notices or other documents or materials required by any agency of the United States government or any other country or jurisdiction having authority over the conduct of Mellanox’s business or the export or re-export of the Licensed Technology from Israel, and (b) obtaining the appropriate licenses and permits necessary to export or re-export the Licensed Technology from Israel. H3C shall be responsible for obtaining, at its sole cost and expense, the appropriate licenses and permits necessary to import the Licensed Technology or to import or export any [ **** ] in which the Licensed Technology is integrated or enabled. If a Party is unable to perform its obligations under this Agreement due to any export or import controls, such Party will promptly notify the other Party and the Parties will promptly meet and consult with each other to resolve the issue in good faith for a period of [ **** ] (or such longer period of time as the Parties may agree upon writing). In the event such issue cannot be resolved with the aforementioned time frame, such issue shall be treated as a “Force Majeure” under Section 11.9.

Section 11.8. Counterparts . This Agreement may be executed in two (2) or more counterparts, each of which will be considered as an original, but all of which, taken together, are to be regarded as one and the same agreement.

Section 11.9. Force Majeure . Neither Party will be considered in default of performance of its obligations under this Agreement to the extent that performance of such obligations is delayed or prevented by Force Majeure. For purposes of this Agreement, “Force Majeure” means an event that delays or renders performance impossible by acts of governmental, civil or military authority, natural disaster, strikes, hostilities, riot, acts of terrorism or the effects thereof, sabotage, vandalism or intentional damage of any kind, or any event or circumstance beyond the reasonable control of

a Party. In the event of such Force Majeure, the time for performance will be extended by a period necessary to overcome the effects of the Force Majeure. The Party affected by such events or circumstances shall advise the other as soon as practicable of the same and when such events or circumstances no longer prevail. Should the Force Majeure be expected to extend beyond thirty (30) days, either Party may at its option terminate this Agreement.

Section 11.10. Change in Control . In the event of any Change in Control of Mellanox, Mellanox shall, to the extent possible, notify H3C in writing with sufficient details prior to such Change in Control event occurs and shall provide necessary information as reasonably requested by H3C to enable H3C to determine whether such Change in Control event would result in certain adverse effect on Mellanox’s ability to perform this Agreement. If H3C in its sole discretion determines that any such Change in Control event would result in certain adverse effect on Mellanox’s ability to perform this Agreement in any way, Mellanox and H3C shall consult with each other and Mellanox shall take all necessary actions to prevent or rectify such adverse effect to H3C’s satisfaction. If such adverse effect cannot be prevented or rectified within [ **** ] after the initial consultation between the Parties takes place pursuant to this ‎Section 11.10, H3C may unilaterally terminate this Agreement. For the avoidance of doubt, without prejudice to ‎Section 10.3, upon such termination of this Agreement, all rights and licenses granted under this Agreement to H3C will terminate and all amounts due and payable to Mellanox up to the effective date of termination will become due immediately, and H3C will not be entitled to any refund as a result of such termination.

Section 11.11. Entire Agreement . This Agreement and the Exhibits hereto are the complete agreement of the Parties relating to the subject matter hereof. This Agreement supersedes and governs any other prior or collateral agreements with respect to the subject matter hereof, including prior unsigned versions of this Agreement and any proposals related thereto. Any amendment to this Agreement or any modification of any term of this Agreement must be in writing and must be executed by an authorized representative of each Party. Without limiting the generality of the foregoing, no term or condition of, or any provision in, any purchase order, invoice, order acknowledgement or similar or other document submitted by either Party to the other Party in connection with the transaction envisioned by this Agreement shall be binding on either Party unless contained in a writing actually signed by a duly authorized representative of each Party.

Section 11.12. No Solicitation . During the Term of the Agreement and for a period of [ **** ] following the termination thereof for any reason, neither Party shall solicit to hire or otherwise employ any of the executive officers, technical personnel or other employees of the other Party or of the other Party’s subcontractors, except by the prior written consent of the other Party. This Section shall not prohibit general solicitations made through newspapers, trade publications, or Internet advertisements, nor to the hiring of individuals who respond to such solicitations provided that: (a) the employees first approached the hiring Party in response to the hiring Party’s solicitation published in a newspaper, trade publication or on the Internet, which solicitation was directed solely to the public and not specifically targeted or directed to the other Party’s employees; or (b) the employees first approached the hiring Party in search of employment on their own initiative without any direct or indirect prompting from the hiring Party, or any person or entity acting on the hiring Party’s behalf, other than a public solicitation as stated in subsection (a).

In addition, this Section shall not prohibit the soliciting, recruiting or hiring of any individual who has left his or her position with the other Party at least three years prior to the time the hiring party solicits, recruits, or hires such individual.

IN WITNESS WHEREOF, EACH PARTY HAS CAUSED THIS AGREEMENT TO BE SIGNED BY ITS DULY AUTHORIZED OFFICER OR REPRESENTATIVE EFFECTIVE AS OF THE EFFECTIVE DATE.



MELLANOX TECHNOLOGIES, LTD. By: /s/ Amir Prescher Name: Amir Prescher _ Title: SVP Sales & BD _ Date: January 17, 2019 _	H3C TECHNOLOGIES CO., LIMITED By: /s/ Tony YU Name: Tony YU _ Title: President & CEO Date: January 21, 2019

EXHIBIT A

I. LICENSED TECHNOLOGY

[ *****]

Training Plan

[****]

II. FEES [****]

1. License Fees :

[****]

2. Development and Support Fees:

[****], payable over [****] following the Effective Date, based on the milestones set forth in the table below. Each payment will be due and payable upon the earlier of either the respective milestone being met or the respective Estimated Target Date in the table.

[****]

[****]:

[****].

III. PROJECT COORDINATORS

[****]

[*****] = Two pages of confidential information, marked by brackets, have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXHIBIT B

SERVICE PLAN

The table below lists the number of Mellanox Dedicated Personnel during the Support Period. Those individuals are fully allocated to support H3C’s [****] development. If the need arises, Mellanox will add others on a per need basis and in accordance to the expertise and knowledge required.

Mellanox Dedicated Personnel will be located in Israel. Based on mutually agreed requirements, Mellanox will send the relevant experts to H3C sites and/or H3C will send engineers to Mellanox sites.

The Mellanox Dedicated Personnel resource schedule aligns to an assumed H3C [****] development schedule, starting with the Effective Date:

[****]

EXHIBIT C

MELLANOX’S COMPETITORS

[****]

EXHIBIT D

THIRD PARTY INTELLECTUAL PROPERTY

[****]

EXHIBIT E

TESTING REPORT

[*****]

[*****] = Nine pages of confidential information, marked by brackets, have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eyal Waldman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mellanox Technologies, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2019



By:	/s/ EYAL WALDMAN
	Name:	Eyal Waldman
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Doug Ahrens , certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mellanox Technologies, Ltd.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2019



By:	/s/ Doug Ahrens
	Name:	Doug Ahrens
	Title:	Chief Financial Officer
		(Principal Financial Officer)

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, Eyal Waldman, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) the Quarterly Report of Mellanox Technologies, Ltd. (the “Company”) on Form 10-Q for the quarter ended March 31, 2019 (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned has set his hand hereto as of May 9, 2019 .




By:		/s/ EYAL WALDMAN
	Name:	Eyal Waldman
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Dated: May 9, 2019

This certification accompanies the Form 10-Q to which it relates to, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by references into any filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

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, Doug Ahrens , hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

In Witness Whereof, the undersigned has set his hand hereto as of May 9, 2019 .




By:		/s/ Doug Ahrens
	Name:	Doug Ahrens
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Dated: May 9, 2019