This Report on Form 10-Q contains forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations, hopes, intentions, beliefs or strategies regarding the future. Such forward-looking statements also include statements regarding our future gross margin, our future research and development expenses, our future selling, general and administrative expenses, our ability to meet our capital requirements for the next twelve months, our future capital requirements, current high turns fill requirements, that the Consumer/Small Office Home Office (SOHO) is a rapidly growing market and our anticipation that sales to a small number of customers will account for a significant portion of our sales. Actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ include unexpected changes in the mix of our product sales, unexpected pricing pressures, unexpected capital requirements that may arise due to other possible acquisitions or other events, unanticipated changes in the businesses of our suppliers, and unanticipated cash shortfalls. Actual results could also differ for the reasons noted under the sub-heading "Factors That May Affect Future Operating Results" in Item 1A, Risk Factors in Part II of this report on Form 10-Q and in other sections of this report on Form 10-Q. All forward-looking statements included in this Form 10-Q are based on information available to us on the date of this report on Form 10-Q, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements.

The following discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

OVERVIEW

PLX Technology, Inc. ("PLX" or the "Company"), a Delaware corporation established in 1986, designs, develops, manufactures, and sells integrated circuits for interconnect applications. These interconnect products are a fundamental building block for standards-based subsystems. We market our products to major customers that sell electronic systems in the server, storage, communications, industrial, and consumer markets.

Products based on current serial interconnect technology standards such as PCI Express, USB, SATA, and Ethernet provide capabilities to customers that previous parallel technologies did not. They offer the ability for systems to scale in performance and capabilities, and allow for a standards-based building block approach that was not feasible in the past. As these serial technologies have become mainstream, we have been able to offer differentiated products based on standard ports that provide scalability and performance at a high-volume price point.

PLX is the market share leader in PCI Express switches and bridges. We recognized the trend towards this serial, switched interconnect technology early, launched products for this market long before our competitors, and have deployed multiple generations of products to serve a general-purpose, horizontal market. In addition to enabling customer differentiation through our product features, the breadth of our product offering is in itself a significant benefit to our customers, since we can serve the complete needs of our customers with cost-effective solutions tailored to the specific subsystem requirements. Our long experience with PCI Express connectivity products enables PLX to deliver reliable devices that operate under non-ideal real-world system environments.

PLX is building on our broad, general purpose interconnect success, and in particular our success in enterprise storage, by focusing on a rapidly growing vertical market: Consumer/SOHO storage. On January 2, 2009, we completed the acquisition of Oxford Semiconductor, Inc. (Oxford), a leading supplier of semiconductor components for the consumer and SOHO markets. Oxford has brought to market several generations of leadership products that allow storage customers to attach their disk subsystems directly to a computer through USB direct-attached storage (DAS), or to attach them through local area network-attached storage (NAS). We identified the shift from parallel to serial hard disk connectivity early, and benefited from this trend to be become the leader in high performance consumer/SOHO storage connectivity. Our products provide a rich variety of connectivity options, including USB, SATA, eSATA, FireWire, and Ethernet, and offer capabilities such as RAID and data encryption at industry leading performance levels.

PLX offers a complete solution consisting of semiconductor devices, software development kits, hardware design kits, operating system ports, and firmware solutions that enable added-value features in our products. We differentiate our products by offering higher performance and lower power, and by enabling a richer customer experience based on proprietary features that enable system-level customer advantages, and by providing capabilities that enable a customer to get to market more quickly.

We utilize a "fabless" semiconductor business model whereby we purchase wafers or packaged and tested semiconductor devices from independent manufacturing foundries. The advantage of this approach, in our opinion, allows us to focus on defining, developing and marketing our products and eliminates the need for us to invest large amounts of capital in manufacturing facilities and work-in-process inventory.

We rely on a combination of direct sales personnel, distributors and manufacturers' representatives throughout the world to sell a significant portion of our products. We pay manufacturers' representatives a commission on sales while we sell products to distributors at a discount from the selling price.

The time period between initial customer evaluation and design completion can range from six to twelve months or more. Furthermore, there is typically an additional six to twelve month or greater period after design completion before a customer orders volume production of our products. Due to the variability and length of these design cycles and variable demand from customers, we may experience significant fluctuations in new orders from month to month. In addition, we typically make inventory purchases prior to receiving customer orders. Consequently, if anticipated sales and shipments in any quarter do not occur when expected, expenses and inventory levels could be disproportionately high, and our results for that quarter and potentially future quarters would be materially and adversely affected.

Our long-term success will depend on our ability to successfully introduce new products. While new products typically generate little or no revenues during the first twelve months following their introduction, our revenues in subsequent periods depend upon these new products. Due to the lengthy sales cycle and additional time before our customers request volume production, significant revenues from our new products typically occur twelve to twenty-four months after product introduction. As a result, revenues from newly introduced products have, in the past, produced a small percentage of our total revenues in the year the product was introduced. See -"Our Lengthy Sales Cycle Can Result in Uncertainty and Delays with Regard to Our Expected Revenues" in Item 1A, Risk Factors, in Part II of this report on Form 10-Q.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND
SEPTEMBER 30, 2008

Net Revenues

The following table shows the revenue by product type (in thousands) and as a
percentage of net revenues:

                                    Three Months Ended          Nine Months Ended
                                       September 30,              September 30,
                                    2009           2008         2009          2008
  PCI Express products            $   7,716      $  9,228     $  19,924     $ 31,674
    As a percentage of revenues        35.8 %        44.4 %        35.5 %       47.3 %
  Storage products                $   5,947      $      -     $  14,375     $      -
    As a percentage of revenues        27.6 %           -          25.6 %          -
  Connectivity products           $   7,896      $ 11,562     $  21,895     $ 35,221
    As a percentage of revenues        36.6 %        55.6 %        39.0 %       52.7 %

Net revenues consist of product revenues generated principally by sales of our semiconductor devices. Net revenues for the three months ended September 30, 2009 were $21.6 million, an increase of 3.7% from $20.8 million for the same period in 2008. The increase was due to revenues generated from the Storage and Connectivity products acquired as part of the Oxford acquisition, largely offset by lower sales of our PCI Express and Connectivity products as a result of a decline in enterprise and consumer spending, which resulted from the weakened global economy and economic uncertainty.

Net revenues for the nine months ended September 30, 2009 were $56.2 million, a decrease of 16.0% from $66.9 million for the same period in 2008. The decrease was due to lower sales as a result of a decline in enterprise and consumer spending, which resulted from the weakened global economy and economic uncertainty, largely offset by revenues generated from the Storage and Connectivity products acquired as part of the Oxford acquisition.

There were no direct end customers that accounted for more than 10% of net revenues. Sales to the following distributors accounted for 10% or more of net revenues:

                                   Three Months Ended           Nine Months Ended
                                     September 30,                September 30,
                                  2009             2008        2009            2008
 Excelpoint Systems Pte Ltd            23 %           29 %          23 %          29 %
 Promate Electronics Co., Ltd          18 %            -            17 %           -
 Answer Technology, Inc.               13 %           12 %          11 %          12 %
 Avnet, Inc.                           11 %           14 %          10 %          12 %

In the fourth quarter of 2008 and the first quarter of 2009, we experienced a broad decrease in order rates across most product lines, markets and end customers, and as we have seen improved market conditions in the second and third quarter of 2009, we expect sales to continue to modestly expand in the fourth quarter of 2009 compared to the third quarter of 2009. Future demand for our products is uncertain and is highly dependant on general economic conditions and the demand for products that contain our chips. Customer demand for semiconductors can change quickly and unexpectedly. Our revenue levels have been highly dependent on the amount of new orders that are received for products to be delivered to the customer within the same quarter, also called "turns fill" orders. Because of the long cycle time to build our products and our lack of visibility into demand when turns fill orders are high, it is difficult to predict which products to build to match future demand. We believe the current high turns fill requirements will continue indefinitely. The high turns fill orders pattern, together with the uncertainty of product mix and pricing, makes it difficult to predict future levels of sales and profitability and may require us to carry higher levels of inventory.

Gross Margin

Gross margin represents net revenues less the cost of revenues. Cost of revenues
includes the cost of (1) purchasing semiconductor devices or wafers from our
independent foundries, (2) package, assembly and test services from our
independent foundries, assembly contractors and test contractors and (3) our
operating costs associated with the procurement, storage, and shipment of
products as allocated to production.

                  Three Months Ended          Nine Months Ended
                     September 30,              September 30,
                   2009          2008         2009          2008
                                   in thousands
 Gross profit   $   12,139     $ 12,160     $  31,187     $ 39,861
 Gross margin         56.3 %       58.5 %        55.5 %       59.6 %

Gross profit for the three months ended September 30, 2009 decreased by 0.2% compared to the same period in 2008. The decrease in absolute dollars and as a percentage was primarily due to the lower margins of the storage products acquired in the Oxford acquisition as well as overall product mix.

Gross profit for the nine months ended September 30, 2009 decreased by 21.8% compared to the same period in 2008. The decrease in absolute dollars was primarily due to the overall decrease of product shipments, while the decrease as a percentage was primarily due to lower margins of the storage products acquired in the Oxford acquisition as well as overall product mix.

Future gross profit and gross margin are highly dependent on the product and customer mix, provisions and sales of excess or obsolete inventory, the position of our products in their respective life cycles and specific manufacturing costs. Accordingly, we are not able to predict future gross profit levels or gross margins with certainty.

Research and Development Expenses

Research and development ("R&D") expenses consist primarily of tape-out costs at
our independent foundries, salaries and related costs, including share-based
compensation and expenses for outside engineering consultants.

                                 Three Months Ended          Nine Months Ended
                                    September 30,              September 30,
                                  2009          2008         2009          2008
                                                  in thousands
 R&D expenses                  $    7,550      $ 6,000     $  24,023     $ 20,289
 As a percentage of revenues         35.0 %       28.9 %        42.8 %       30.3 %

R&D expenses increased by $1.6 million or 25.8% in the three months ended September 30, 2009 compared to the same period in 2008. The increase in R&D in absolute dollars and as a percentage of revenue is due primarily to increases in R&D spending on compensation and benefit expenses of $0.9 million and engineering tools of $0.7 million associated with the acquisition of Oxford.

R&D expenses increased by $3.7 million or 18.4% in the nine months ended September 30, 2009 compared to the same period in 2008. The increase in R&D in absolute dollars and as a percentage of revenue is due primarily to increases in R&D spending on compensation and benefit expenses of $2.1 million, engineering tools of $1.8 million and office lease expenses of $0.4 million associated with the acquisition of Oxford, partially offset by decreases in consulting expenses of $0.6 million due to a decrease in the number of projects taped-out and cost control efforts.

We believe continued spending on research and development to develop new products is critical to our success. We anticipate that R&D expenses over time will fluctuate due to the timing of projects and tape-out related activities.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses consist primarily of
salaries and related costs, including share-based compensation, commissions to
manufactures' representatives and professional fees, as well as trade show and
other promotional expenses.

                                 Three Months Ended          Nine Months Ended
                                    September 30,              September 30,
                                  2009          2008         2009          2008
                                                  in thousands
 SG&A expenses                 $    5,608      $ 5,436     $  19,587     $ 17,952
 As a percentage of revenues         26.0 %       26.1 %        34.9 %       26.8 %

SG&A expenses increased by $0.2 million or 3.2% in the three months ended September 30, 2009 compared to the same period in 2008. The increase in SG&A in absolute dollars is due primarily to an increase in salaries and related costs associated with the acquisition of Oxford.

SG&A expenses increased by $1.6 million or 9.1% in the nine months ended September 30, 2009 compared to the same period in 2008. The increase in SG&A in absolute dollars and as a percentage is due primarily to increases in salaries and related costs of $0.9 million associated with the acquisition of Oxford, accounting and consulting fees of $0.4 million as a result of the integration of Oxford and share-based compensation expenses of $0.2 million related to the tender offer.

Acquisition and Restructuring Related Costs

                               Three Months Ended            Nine Months Ended
                                  September 30,                September 30,
                               2009             2008          2009           2008
                                                 in thousands
 Deal costs                 $         -         $   -     $        439       $   -
 Severance costs                     99             -            2,112           -
 Asset impairment                    38                             38           -
 Lease commitment accrual            34             -              311           -
                            $       171         $   -     $      2,900       $   -

During the nine months ended September 30, 2009 we recorded $2.9 million in acquisition related costs associated with the January 2, 2009 acquisition of Oxford. Deal costs related primarily to outside legal and accounting costs. Severance costs were the result of layoffs due to the redundancy issue that arose as a result of the acquisition and the downsizing of our Singapore R&D facility. In addition, we assumed a building lease in Milpitas, California which was vacated upon the acquisition. As a result, we took a lease commitment charge on the operating lease in the first quarter of 2009. See Note 10 of the condensed consolidated financial statements for additional information.

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets consists of amortization expense
related to developed core technology, tradename and customer base acquired as a
result of the Oxford acquisition in January 2009 and the developed core
technology acquired in the HiNT Corporation acquisition in May 2003 and NetChip
Technology, Inc. acquisition in May 2004.

                                                  Three Months Ended              Nine Months Ended
                                                     September 30,                  September 30,
                                                 2009             2008           2009            2008
                                                                     in thousands

Amortization of acquired intangible increased by $0.7 million or 469.3% in the three months ended September 30, 2009 compared to the same period in 2008. The 2008 amortization expense related to intangibles acquired in our prior acquisitions of HiNT and NetChip. In December 2008 we determined that these assets were impaired and the remaining carrying value of $0.8 million was written off. The amortization expense in 2009 relates to the developed core technology, tradename and customer base acquired as a result of the acquisition of Oxford. See Note 8 to our condensed consolidated financial statements for additional information.

Amortization of acquired intangible increased by $2.0 million or 332.0% in the nine months ended September 30, 2009 compared to the same period in 2008. The 2008 amortization expense related to intangibles acquired in our prior acquisitions of HiNT and NetChip. In December 2008 we determined that these assets were impaired and the remaining carrying value of $0.8 million was written off. The amortization expense in 2009 relates to the developed core technology, tradename and customer base acquired as a result of the acquisition of Oxford.

Interest Income and Other, Net

                       Three Months Ended           Nine Months Ended
                          September 30,               September 30,
                      2009            2008          2009          2008
                                        in thousands
 Interest income    $     128       $     330     $     534      $ 1,181
 Interest expense         (30 )             -          (429 )          -
 Other income              51               6           209           19
                    $     149       $     336     $     314      $ 1,200

Interest income reflects interest earned on cash, cash equivalents and short-term and long-term investment balances. Interest income for the three months ended September 30, 2009 decreased by $0.2 million or 61.2%, compared to the same period in 2008. The decrease was primarily due to lower cash and investment balances and decreased interest rates.

Interest income for the nine months ended September 30, 2009 decreased by $0.6 million or 54.8%, compared to the same period in 2008. The decrease was primarily due to lower cash and investment balances and interest rate fluctuations.

Interest expense of for the three months ended September 30, 2009 of $30,000 consisted of interest recorded on our capital lease obligations. We did not record interest expense for the same period in 2008.

Interest expense of for the nine months ended September 30, 2009 of $0.4 million primarily consisted of interest recorded on the $14.2 million note associated with the acquisition of Oxford. This note was converted to 3.4 million shares of common stock of PLX on May 22, 2009. In addition, there was interest recorded on our capital lease obligations. We did not record interest expense for the same period in 2008.

Other income includes foreign currency translation gains and losses and other miscellaneous transactions. Other income for the three and nine months ended September 30, 2009 included $0.1 million loss due to the liquidation of our subsidiary in the United Kingdom as a result of the acquisition of Oxford and its subsidiary in the United Kingdom. Other income may fluctuate significantly.

Loss on Fair Value Remeasurement of Contingently Convertible Note Payable

As a part of the consideration for the Oxford acquisition, we recorded a liability for the contingent consideration due which was recorded at fair value as of the acquisition date. We are required to remeasure the liability to fair value until the contingency is resolved and record the change in fair value in earnings. The fair value of the note payable was based on 3.4 million shares with a stock price of $1.82, or $6.2 million. As of March 31, 2009, the closing stock price was $2.17, or $7.4 million. The loss on the fair value of the note remeasurement is the increase in fair value of the liability of $1.2 million, which was recorded in the first quarter of 2009. As of May 22, 2009, the date of conversion, the closing stock price was $2.95, or $10.0 million. The loss on the fair value of the note of $2.7 million was recorded in the second quarter of 2009. See Note 7 of the condensed consolidated financial statements for additional information on the contingent consideration arrangement.

Provision for Income Taxes

An income tax benefit of $6,000 has been recorded for the nine month period ended September 30, 2009, compared to provision of $0.4 million for the same period in 2008. Income tax benefit for the nine months ended September 30, 2009 is a result of applying the estimated annual effective tax rate to cumulative loss before taxes adjusted for certain discrete items which are fully recognized in the period they occur. For the same period in 2008, the income tax expense was calculated on a year-to-date discrete basis due to the uncertainty of fourth quarter operating estimates and large variability to the annual effective rate based on small changes to ordinary income for the year.

We have determined that negative evidence supports the need for a full valuation allowance against our net deferred tax assets at this time. We will maintain a full valuation allowance until sufficient positive evidence exists to support a reversal of the valuation allowance.

As of September 30, 2009, we have unrecognized tax benefits of approximately $2.5 million of which none, if recognized, would result in a reduction of our effective tax rate. There were no material changes in the amount of unrecognized tax benefits during the nine months ended September 30, 2009. Future changes in the balance of unrecognized tax benefits will have no impact on the effective tax rate as they are subject to a full valuation allowance. We do not expect that the amount of our unrecognized tax benefits will significantly change within the next twelve months.

We are subject to taxation in the United States and various states and foreign jurisdictions. The tax years 1998 through 2008 remain open to examination by the federal and most state tax authorities due to certain acquired net operating loss and overall credit carryforward positions.

Liquidity and Capital Resources

In summary, our cash flows were (in thousands):

                                                                  Nine Months Ended
                                                                    September 30,
                                                                 2009          2008
 Net cash provided by (used in) operating activities           $ (10,528 )   $   4,786
 Net cash provided by (used in) investing activities              18,488        (2,749 )
 Net cash (used in) financing activities                          (1,435 )      (5,645 )
 Effect of exchange rate fluctuations on cash and cash
equivalents                                                          (27 )         (33 )

We invest excess cash predominantly in debt instruments that are highly liquid, of high-quality investment grade, and predominantly have maturities of less than one year with the intent to make such funds readily available for operating purposes. As of September 30, 2009 cash, cash equivalents, short and long-term marketable securities were $38.5 million, a decrease of $8.6 million from $47.1 million at December 31, 2008.

Cash provided by (used in) operating activities primarily consists of net income
(loss) adjusted for certain non-cash items including depreciation, amortization, share-based compensation expense, impairments, fair value remeasurements, provisions for excess and obsolete inventories, changes in pre-acquisition deferred tax balances, other non-cash items, and the effect of changes in . . .