Filed by QUALCOMM Incorporated
                           Pursuant to Rule 425 under the Securities Act of 1933
                                       Subject Corporation: Flarion Technologies
                                                  Commission File No.: 000-19528

                        CONFERENCE CALL - AUGUST 11, 2005


THE OPERATOR: Ladies and gentlemen, thank you for standing by and welcome to the
QUALCOMM conference call.

At this time all participants are in a listen only mode. Later we will conduct a
question and answer session. If you have a question you will need to press the
one followed by the four on the push button phone. As a reminder this conference
is being recorded August 11th, 2005.

The play back number for today's call is 800 633-8284. International callers
please dial area code 402 977-9140. The play back reservation number is

I would now like to turn the call over to Mr. Bill Davidson, Vice-President of
Investor Relations.

Bill, please go ahead.

MR. DAVIDSON: Thank you and good morning. Today's call will include prepared
remarks by Dr. Paul Jacobs. Steve Altman and Bill Keitel will also be available
for questions following Paul's prepared remarks. An Internet presentation and
audio broadcast accompanies this call and you can access it by visiting During this conference call, if we use any non-GAAP financial
measures as defined by the SEC and Regulation G you can find the required
reconciliations to GAAP on our website.

We may make forward-looking statements relating to your expectations and other
future events that may differ materially from QUALCOMM'S actual results.

Please review our SEC filings for a detailed presentation of each of our
businesses and associated risks and other important factors that may cause our
actual results to differ from these forward-looking statements.

It is now my pleasure to turn the call over to Dr. Paul Jacobs.

DR. PAUL JACOBS: Thanks, Bill, and good morning everyone. As I'm sure most of
you have read by now we announced our acquisition of Flarion Technologies this
morning. Let me start by saying that the transition to 3G is well under way.
There are now more than 187 million 3G subscribers in the world. CDMA2000 and
WCDMA continue to experience substantial growth and we expect that to continue
for many years to come. There are many continued enhancements ahead in the road
map for CDMA2000and WCDMA. Receive diversity, interference cancellation and
speech compression will further increase throughout and lower the cost for
providing voice and data services on 3G CDMA systems.

As the wireless industry moves more and more to generate revenues through data
services, operators are looking for increasing differentiation. Through the
acquisition of Flarion we can now more effectively support operators who might
prefer an OFDMA or hybrid OFDM/CDMA track for their services. We still
fundamentally believe that CDMA will continue to provide the most advanced,
spectrally efficient wide area wireless networks for the foreseeable future, but
we have also been working on our OFDMA efforts for many years, with internal
teams pushing each other to build the best technology for any given application.

The acquisition of Flarion fits well with our strategy of using the technology
that most effectively enables the application making use of it. QUALCOMM's had
an internal development for OFDM, OFDMA and MIMO and you've already seen some of
the results of our efforts with our announcements of DO Platinum, 802.11n and
the FLO air interface.

One of QUALCOMM's core strengths has always been the ability to quickly take
technology innovations to market. Flarion has built a strong team with valuable
engineering resources to complement our OFDMA team. We believe that this
acquisition positions QUALCOMM with the strongest technology and product
development team in the industry for both CDMA and OFDMA.

Flarion's work as a pioneer and leading developer of OFDMA technology and as the
inventor of FLASH-OFDM has led to the development of extensive portfolio of
intellectual property. Coupled with our existing intellectual property there is
no question that QUALCOMM possesses one of the broadest portfolios of wireless
patents in the industry.

We continue to firmly believe that the future of wireless will be less about
competing technologies and more about how complimentary technologies will

interoperate in a heterogeneous environment. Consumers and enterprises don't
care what technology is delivering the information they need. They simply want
to be able to access the services they want no matter where they are and at a
reasonable cost.

The ecosystem that exists within the CDMA market represents the most proven and
fastest way to bring new innovations to market. We will continue to look for new
and innovative ways to enable compelling services and applications that all
parties in the wireless value chain will be able to take advantage of.

So let me give you some details of the deal. We are paying approximately $600
million dollars net of Flarion's cash projected at closing in QUALCOMM stock and
cash including the assumption of options and warrants. Upon the satisfaction of
certain milestones over the next few years QUALCOMM may pay an additional $205
million dollars in the form of cash and QUALCOMM stock.

The inclusion of stock in the deal allows the transaction to be structured as
tax-free for Flarion. Flarion stockholders will generally not have to pay any
immediate taxes on the QUALCOMM shares they receive. In addition, options are
part of an employee retention strategy that has worked exceedingly well for
QUALCOMM throughout our history.

We expect approximately three cents of dilution to pro forma earnings per share
in our fiscal year ending September, 2006, and expect a one-time charge of
approximately $10 million dollars upon closing.

And I would like to turn the call back over to Bill Davidson.

MR. DAVIDSON: Thanks, Paul. I would like to ask that each participant to limit
their questions to one. If you ask more than one question we will select which
topic to address and move to the next participant.

Operator, we are ready to accept questions.

THE OPERATOR: Thank you, sir. Ladies and gentlemen, we will now begin the
question and answer session. To view a question press one four. To retract a
question press one three. If you're using a speakerphone please pick up your
handset before pressing the numbers. One moment please for the first question.

The first question comes from the line of Mike Ounjian of Credit Suisse First
Boston. Please proceed with your question.

MIKE OUNJIAN, CREDIT SUISSE FIRST BOSTON: Great. Thank you very much. I wanted
to see if we could get a little more color on the $0.03 dilution estimate. Does
this include anything meaningful in terms of revenues or should we assume that's
mostly on the OpEx lines and if there's any color on what we

could get, if there is any meaningful revenue there as to what regions that
might come from. Thank you.

DR. PAUL JACOBS: Bill, you want to handle that?

MR. KEITEL: Sure, Paul. Hi, Mike, it's Bill Keitel here. The $0.03 dilution,
Mike, although the deal is not totally final yet I feel we have a pretty good
handle on it at this time. It's about $0.02 from amortization of the purchase
price and other and then the remaining $0.01 is net of a modest amount of 
revenue that we're expecting at this time in fiscal '06 from Flarion business,
net of the R&D expenses that will be continuing to invest into OFDMA.

MR. OUNJIAN: Thank you.

ED SNYDER, CHARTER EQUITY: Thanks. Obviously Flarion's been working closely with
Nextel in trials. I know that most people are looking into it. But how do you
plan to roll this into your existing technologies? Are you going to pursue a new
standard? It looks to me like maybe you're going to pick and choose some of the
technology that works for you or are you going to roll out a completely
different standard to offer fixed broadbrand wireless?

DR. PAUL JACOBS: So obviously we're working to integrate as operators are
interested in it to build multi-mode devices and we're really going to work with
the operator community to decide how they prefer us to take this to market,
whether they are looking for it to be rolled out as FLASH-OFDM as it stands, in
which case then we would want to proceed with standardization that way, or if
they are looking for something with say a wider bandwidth or other things that
apply to the wireless broadband market. So we're in the process of talking to
operators and we'll make our decisions based off of those discussions.

MR. SNYDER: No matter how you approach it it's going to require another

DR. PAUL JACOBS: They had already started working with some operators without
the benefit of having a standard but it is generally QUALCOMM's intent to bring
its technologies into standards bodies.

congratulations on the acquisition. I just wanted to clarify, does Flarion have
existing cross licensing agreements for OFDM with other key infrastructure
players and who would be some of the others that who also have meaningful
intellectual property for this technology?

DR. PAUL JACOBS: I'll let Steve handle that one.

MR. ALTMAN: Well, Flarion has not to date granted any manufacturing licenses

under their patented technology so they don't have any cross licenses. They
haven't granted any licenses. In terms of others having OFDMA technology let me
just say that their portfolio combined with ours I think gives us one of the
leading portfolios in this area.

MR. ARMSTRONG: Okay. Thank you.

TIM LONG, BANK OF AMERICA SECURITIES: Thank you. I believe Flarion was working
with Texas Instruments on the silicon side. Can you tell me if this acquisition
in any way is going to change the strategy as far as partners on the silicon
side, if that would have any impact on timing of getting this technology
deployed? Thank you.

DR. PAUL JACOBS: So our intent right now is to allow them to continue to work on
the path that they are on in terms of bringing out their new chipsets but
clearly it's to our benefit to try and aggregate the volumes that we get with
the volumes that we have on the CDMA chips into the future.

LOUIS GERHARDY, MORGAN STANLEY: Good morning. Can you give us a sense of how
much cumulative R&D dollars have been invested through Flarion and then just is
the acquisition here driven more by the OFDMA technology capabilities or the
opportunity for 802.20 and FLASH-OFDM? Thank you.

DR. PAUL JACOBS: Bill, you want to handle the first one?

MR. KEITEL: Sure. Louis, Flarion is a private company. I don't think I should be
disclosing their prior numbers. Let me say this, I see an ongoing R&D effort
that is in the range of about a $0.01 dilution for us from Flarion, number one.
Number 2, we noted that a one time charge for in process R&D of about $10
million at the time we close. So I think you can infer from that that their
effort to commercialize their products as they stand today is largely complete.
And so the value to QUALCOMM from their R&D perspective comes from, one, the
engineers and then, two, how we think we can work together going forward.

DR. PAUL JACOBS: And in terms of rationale we wanted to continue to build our
portfolio and our technology development capability and product development
capability in OFDMA. And in terms of the specific standards bodies we haven't
really made a decision on how we're going to go forward on that at this point.

Like I said, we will be doing that in discussions with various operators that
Flarion's been having their discussions.


JOHN BUCHER, HARRIS NESBITT: Thank you. With respect to your licensing

strategy thus far you've pretty much taken a portfolio approach in how you've
licensed that out. Do you see a material change in how you'll be licensing your
technology now that you have a more substantial OFDM portfolio? And specifically
should we expect to see any change in the economics of that licensing in terms
of what is typically worked out to be on the device side? Thank you.

MR. ALTMAN: I think it's probably too early to tell in terms of the economics.
We need to continue to work with carriers and manufacturers and continue to see
how that progress goes. But let me step back a little bit and kind of explain
how our license agreements and our licensing strategy would work today.

So we have, as you know, over 120 license agreements for CDMA and although these
agreements vary in terms of capture periods, and what I mean by capture periods
is the patents that are licensed as part of the portfolio. There are numerous
agreements where these patents would be available to our licensees that have a
longer capture period. They would be available in a multi-mode CDMA product
without any incremental royalty. So our existing licensing program, if you will,
would apply.

And our intention going forward would be to those licensees that don't have the
capture period to the extent they are already paying CDMA royalties at our
standard rates we would make these patents -- we would offer to make these
patents available to them as part of a multi-mode product without, again, any
incremental royalty increase.

So that's I think a very -- one of the benefits that are our licensing program
brings by combining these technologies. In terms of our strategy in single mode,
that's something that we're still working through but we would look to license
on fair reasonable terms, free from unfair discrimination.

MR. BUCHER: Thank you very much.

AVI SILVER, BEAR STEARNS: Hi, I just wanted to ask about WiMAX and whether you
believe based on your understanding of Flarion's patent portfolio and yours if
vendors will need to access those patents to deploy WiMAX which does use OFDM?

MR. ALTMAN: Yes, we believe our portfolio as well as Flarion's portfolio would
be acceptable to WiMAX and Flarion, you know, we look at this acquisition and
see a lot of similarities between ourselves and them. They are, I think,
considered by the industry as being pioneering in this area and their patent
portfolio reflects that. And, as you know, we have been doing work in the area
as well so it probably didn't surprise any of you to understand that we believe
very strongly that these patents with this combination would apply to WiMAX as
well as other OFDMA solutions.

MR. SILVER: Okay. Great. Thank you.

EHUD GELBLUM, J.P. MORGAN: This is Kim for Ehud. I have a question about
commercialization. A number of operators are testing Flarion OFDM technology
around the world today. Where do you guys think it will be deployed first and
under what timeframe?

DR. PAUL JACOBS: We're working with Flarion right now going to the various
operators that they have been working with in the past and trying to figure out
how they want to proceed. So it's a little premature to project exactly how the
reaction to the acquisition might affect those deployment plans. But it's our
intent to continue to honor any of the commitments that Flarion's made. And if
the operators want the technology QUALCOMM is here to supply the technology that
an operator wants.

MR. GELBLUM: Okay. Thank you.

MONA ERAIBA, ROSETTA GROUP: Yes. I would just like to want a clarification.
There is no licensing at all between Flarion and say Motorola or Intel or Nokia
regarding the technology?

MR. ALTMAN: That's correct.

MS. ERAIBA: Thank you.

MAYNARD UM, UBS: Thank you. How many engineers does Flarion have today and can
you give us a sense of timing when we should kind of expect OFDM to start to
take root like we're seeing WCDMA? Is it an '07, '08 type of story?

DR. PAUL JACOBS: They have about 110 engineers and I think the issue about when
OFDMA might get deployed is one that's still open. There's certainly work that's
been proceeding in various communities whether it's standards bodies or outside
of the standards bodies we are continuing to work with those efforts. And so it
actually takes a fair amount of time though for something to go from standards
into commercial deployment so we really don't know yet. Obviously they have a
system right now that can be deployed. If operators are interested in deploying
that system as it stands then we will bring that to market and that could come
to market relatively quickly.

RICHARD WINDSOR, NOMURA SECURITIES: Yeah, just a quick one. I was wondering if
you can give us an outline of what the implication is for MediaFLO. Are you now,
because you mentioned I think about $800 million rollout in MediaFLO in the next
couple of years. Are you now going to delay that to incorporate the Flarion
technology or can you actually give us an idea of what's

happening there? Thanks.

DR. PAUL JACOBS: It's not our intent to delay MediaFLO at this point although we
will look at any of the technologies. We're having joint engineering sessions
already being planned to do that. The MediaFLO chipsets are already back.
They're up and running in the labs. So we're very well on the way towards
commercialization on MediaFLO and I don't project that we would delay that.

MR. WINDSOR: Okay. Thanks.

JAMES FAUCETTE, PACIFIC CREST: Thank you. Just a quick question on the deal
itself in terms of how long the two companies have been in discussion and if
there were any other bidder as well as what kind of timeframe we should expect
for the deal to be approved and closed. Thank you.

MR. ALTMAN: We have been in discussion with Flarion from time to time over the
past few years. I would say in terms of when, in terms of other bidders, that's
not for us to say. That's more of a question for Flarion. But in terms of when
we expect to close our expectation would be October although there is some
optimism for potentially an earlier closing in September. But it's more likely
to be in the October timeframe.

BRIAN MODOFF, DEUTSCHE BANK: yeah, a question around 3GPP and 3GPP2, can you
kind of talk about OFDM, what are the discussions going on in those standards
bodies in terms of the implementation of OFDM, what they're looking at in terms
of how it enhances broadband delivery? Is it more focused on the downlink? How
do you see this kind of playing into those bodies and what's the timing of
adoption of OFDM by the standards bodies?

DR. PAUL JACOBS: So there is some work in 3GPP and the term of long term
evolution. People have submitted various proposals, a number of OFDMA proposals
in those. I think it's still open in terms of how that will be deployed
obviously. The key issue there is that any new technology that comes out needs
to be substantially better than the existing technologies and so the CDMA patent
continues to get driven forward very rapidly and continues to raise the bar
extremely high. So our intent is to drive both technologies in competition to
bring the best technology to market.

In terms of 3GPP2, PP2 is just starting to look at various opportunities for
long term evolution. I think multi-carrier is probably the dominant path in the
near term for evolution to get higher peak data rates and the timing of those
things I would say is still indeterminate because we are at a fairly early stage
in both of these processes.

MR. MODOFF: All right. Thank you.

THE OPERATOR: Thank you. That was our final question. Mr. Jacobs, I would like
to turn the conference call over to you for closing remarks.

DR. PAUL JACOBS: I want to thank everybody for joining us. We're very excited
about the acquisition. We are excited about the opportunities that we have in
the wireless market and I think this, once again, demonstrates that QUALCOMM can
provide the technologies that operators need to drive their businesses forward
no matter what technology they want to drive forward. And so we feel like we're
in a very strong position to provide new technology and new products to meet
their needs. So thanks everybody for joining us.

THE OPERATOR: Ladies and gentlemen, that does conclude the conference call.

In connection with the pending transaction, QUALCOMM will file with the SEC a
Registration Statement on Form S-4 containing an Information Statement for the
stockholders of Flarion. Flarion stockholders are urged to read the Registration
Statement and the Information Statement when they are available, as well as all
other relevant documents filed or to be filed with the SEC, because they contain
important information about QUALCOMM, Flarion and the proposed transaction. The
final Information Statement will be mailed to stockholders of Flarion after the
Registration Statement is declared effective by the SEC. Flarion stockholders
will be able to obtain the Registration Statement, the Information Statement and
any other relevant filed documents for free at the SEC's website (
These documents can also be obtained for free from QUALCOMM by directing a
request to QUALCOMM Investor Relations at (858) 658-4813 or